March 24, 2026 - 20-F: Annual and transition report of foreign private issuers [Sections 13 or 15(d)]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report

Commission file number: 001-41889

Cadeler A/S
(Exact name of Registrant as specified in its charter)

Not applicable
(Translation of Registrant’s name into English)

The Kingdom of Denmark
(Jurisdiction of incorporation or organization)

Kalvebod Brygge 43

DK-1560 Copenhagen, Denmark
(Address of principal executive offices)

Alexander W. Simmonds
Chief Legal Officer
+45 3246 3100
alexander.simmonds@cadeler.com
Kalvebod Brygge 43
DK-1560 Copenhagen, Denmark
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s):	Name of each exchange on which registered
Cadeler ordinary shares, with a nominal value of DKK 1.00 per share		New York Stock Exchange(1)
American Depositary Shares, each representing four (4) ordinary shares	CDLR	New York Stock Exchange

(1) Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares as of December 31, 2025 was:


Title of Class						Number of Shares Outstanding
Ordinary shares, with a nominal value of DKK 1.00 per share						350,957,583

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling:

☐ U.S. GAAP

☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

Table of Contents

TABLE OF CONTENTS

Page


INTRODUCTION			1
PART I			3
Item 1. Identity of Directors, Senior Management and Advisers			3
Item 2. Offer Statistics and Expected Timetable			3
Item 3. Key Information			3
Item 4. Information on the Company			15
Item 4A. Unresolved Staff Comments			18
Item 5. Operating and Financial Review and Prospects			18
Item 6. Directors, Senior Management and Employees			28
Item 7. Major Shareholders and Related Party Transactions			29
Item 8. Financial Information			30
Item 9. The Offer and Listing			30
Item 10. Additional Information			31
Item 11. Qualitative and Quantitative Disclosures About Market Risk			34
Item 12. Description of Securities Other than Equity Securities			34
PART II			36
Item 13. Defaults, Dividend Arrearages and Delinquencies			36
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds			36
Item 15. Controls and Procedures			36
Item 16A. Audit Committee Financial Expert			37
Item 16B. Code of Ethics			37
Item 16C. Principal Accountant Fees and Services			37
Item 16D. Exemptions from the Listing Standards for Audit Committees			37
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers			37
Item 16F. Change in Registrant’s Certifying Accountant			37
Item 16G. Corporate Governance			37
Item 16H. Mine Safety Disclosure			39
Item 16I. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections			39
Item 16J. Insider Trading Policies			39
Item 16K. Cybersecurity			39
PART III			41
Item 17. Financial Statements			41
Item 18. Financial Statements			41
Item 19. Exhibits			43

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INTRODUCTION

In this annual report on Form 20-F (the “Annual Report on Form 20-F”) the terms “Company” and “Cadeler” refer to Cadeler A/S, a public limited liability company incorporated under the laws of Denmark, and the term “Cadeler Group” refers to Cadeler together with its subsidiaries on a consolidated basis. The term “Cadeler Shares” refers to ordinary shares of Cadeler, each with a nominal value of DKK 1.00 per share, and the term “Cadeler ADSs” refers to Cadeler’s American Depositary Shares (“ADSs”), each of which represents four (4) Cadeler Shares.

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information required to be included in this Annual Report on Form 20-F is being incorporated by reference from the Company’s statutory annual report for the year ended December 31, 2025, including the consolidated financial statements of the Cadeler Group included therein (the “Annual Report 2025”), and the Company’s remuneration report for the year ended December 31, 2025 (the “Remuneration Report 2025”) as specified in this Annual Report on Form 20-F. Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with the Annual Report 2025 and the Remuneration Report 2025, to the extent specified (see Exhibits 15.1 and 15.2, respectively). With the exception of the items and pages so specified, the Annual Report 2025 and Remuneration Report 2025 are not being, and shall not be deemed to be, filed as part of this Annual Report on Form 20-F.

The Company publishes its financial statements in Euros (“EUR”). The terms “USD,” “U.S. dollars” and “$” refer to the currency of the United States, the term “NOK” refers to Norwegian Kroner and the term “DKK” refers to Danish kroner.

Forward-looking statements

The information set forth in this Annual Report on Form 20-F contains “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “should,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based upon current expectations, beliefs, estimates and assumptions that, while considered reasonable as and when made by Cadeler, are, by their nature, subject to significant risks and uncertainties. In addition, new risks and uncertainties may emerge from time to time, and it is not possible to predict all such risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by any forward-looking statements set out herein include:

•the Cadeler Group’s limited number of vessels and its vulnerability in the event of a loss of revenue relating to any such vessel(s);

•risks inherent to Cadeler’s offshore operations,

•the possibility that the utilization of the Cadeler Group’s vessels may be lower than expected and that its backlog of contracts may fail to materialize;

•contractual and non-contractual legal risks related to the Cadeler Group’s operations which may expose the Cadeler Group to financial losses and for which the Cadeler Group may not have insurance coverage;

•risks related to the ordering, construction and delivery of new build vessels and upgrades of existing vessels;

•failure to maintain an effective system of internal control over financial reporting;

•risks relating to technical, maintenance, transportation and other commercial services supplied to the Cadeler Group by third parties;

•increased competition and volatility in demand;

•international, national or local economic, social, political or geopolitical conditions and macroeconomic factors that could adversely affect the Cadeler Group;

•risks deriving from restrictive covenants and other conditions under Cadeler’s financing arrangements and financial risks arising generally as a result of the Cadeler Group’s level of indebtedness;

•risks relating to the failure to retain and recruit key personnel and/or to labor disruptions;

•risks relating to any failure to comply with applicable laws and regulations as well as expectations regarding environmental, social and governance as well as sustainability matters;

•risks related to Danish and U.S. taxation;

•credit, interest and exchange rate risks;

•any failure to realize the anticipated benefits of the Business Combination (as defined below) and risks related to the integration of the acquired business;

•the possible dilution of Cadeler Shares and Cadeler ADSs;

•the limited rights of Cadeler ADS holders; and

•the ability of certain of the Cadeler Group’s largest shareholders to influence matters requiring shareholder approval and affect the price of the Cadeler Shares.

These and other risks and uncertainties may cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Cadeler cautions you not to place undue reliance on any forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, Cadeler’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Cadeler operates, may differ materially from those made in or suggested by the forward-looking statements contained herein.

For additional information about factors that could cause Cadeler’s results to differ materially from those described in the forward-looking statements, please see the section hereof entitled “Risk Factors” beginning on page 3 of this Annual Report on Form 20-F.

Except as required by law, Cadeler has no duty and undertakes no obligation to update or revise any forward-looking statement or any other information contained herein after the date of this document, whether as a result of new information, future events or otherwise.

Enforceability of civil liabilities

Cadeler is a public limited company incorporated under the laws of Denmark. The majority of Cadeler’s current directors and executive officers, and certain experts named herein, reside outside the United States. All or a substantial portion of Cadeler’s assets and the assets of those non-resident persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the

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United States upon Cadeler or those persons or to enforce against Cadeler or them, either inside or outside the United States, judgments obtained in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.

The United States does not have a treaty with Denmark providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Accordingly, a final judgment for the payment of money rendered by a U.S. court based on civil liability may not be directly enforceable in Denmark. However, if the party in whose favor such final judgment is rendered brings a new lawsuit in a competent court in Denmark, that party may submit to the Danish court the final judgment that has been rendered in the United States. A judgment by a federal court or state court in the United States will neither be recognized nor enforced by a Danish court but such judgment may serve as evidence in a Danish court. It is uncertain whether Danish courts would allow actions to be predicated on the securities laws of the United States or other jurisdictions outside Denmark, and Danish courts may deny claims for punitive damages and may grant a reduced amount of damages compared to U.S. courts.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A.[Reserved]

B.Capitalization and indebtedness

Not applicable.

C.Reasons for the offer and use of proceeds

Not applicable.

D.Risk factors

Set out below is a summary of certain risk factors which could affect the Cadeler Group’s future results and may cause them to differ from expected results materially. The factors discussed below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties that the Cadeler Group’s business faces.

Risks Related to the Cadeler Group’s Business

The Cadeler Group has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in the delivery of any new build vessel.

The Cadeler Group generates revenue by utilizing its fleet for the transportation and installation of offshore wind turbine generators and foundations and the provision of maintenance and decommissioning services in the offshore wind industry. The Cadeler Group’s operating fleet of wind installation vessels (together, the “Operating Vessels”) currently comprises one A-Class (previously referred to as F-Class) vessel, Wind Ally (the “Operating A-Class Vessel”), two P-Class (previously referred to as X-Class) vessels, Wind Peak and Wind Pace (the “P-Class Vessels”), two M-Class vessels, Wind Maker and Wind Mover (the “M-Class Vessels”), two O-Class vessels, Wind Orca and Wind Osprey (the “O-Class Vessels”), Wind Keeper, Wind Scylla and Wind Zaratan. In addition, the Cadeler Group has two new builds under construction, both of which are A-Class vessels (the “A-Class New Builds” and, together with the Operating A-Class Vessel, the “A-Class Vessels”). If any of the Operating Vessels or, once delivered, the A-Class New Builds are temporarily or permanently taken out of operation, including due to one of the risks described in this Annual Report on Form 20-F materializing, this could result in a loss of revenue that would otherwise be generated by such vessel. In addition to a potential loss of revenue, the Cadeler Group could also be liable to its customers for liquidated damages under any charters the Cadeler Group has entered into with respect to such vessel. The loss of revenue and liability to its charterers could have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition, including its ability to comply with the financial covenants included in its financing arrangements.

The Cadeler Group’s vessels may be subject to operational incidents or the need for refurbishments and/or repairs, following which such vessels may be out of operation for a shorter or longer period of time. For example, Wind Osprey had a crane accident in 2018 following which the vessel was out of operation for more than a year (due in part to the incident and in part to the Cadeler Group’s decision to design and procure an upgraded crane boom). More recently, in June 2025, Wind Scylla suffered minor damage to one of the vessel’s jack-up legs during jacking operations, requiring urgent repair works lasting approximately one month. As described in the risk factor entitled “—The Cadeler Group is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance,” the Cadeler Group experiences smaller breakdowns on an ongoing basis as part of its ordinary course of business. In addition to the costs of repair, such incidents expose the Cadeler Group to potential contractual claims from the Cadeler Group’s clients and to loss of revenue, as vessels may be placed off-hire during the repair process. As there is a significant degree of operational homogeneity across the Cadeler Group’s fleet, it is also possible that a technical or design failure discovered to be affecting one vessel or any significant component thereof may be found to be similarly affecting one or more other vessels in the fleet. Any future incidents or upgrades could result in the unavailability of one or more vessels within the Cadeler Group’s fleet and may result in the Cadeler Group losing market share, being exposed to penalties or missing future contract opportunities as a result of shorter or longer periods of limited or no availability of the Cadeler Group’s fleet.

In addition, there is a risk that the delivery of the A-Class New Builds ordered by the Cadeler Group could be delayed. The Cadeler Group expects to take delivery of the two A-Class New Builds in the third quarter of 2026 and the first half of 2027, respectively. The Cadeler Group has contracted with COSCO SHIPPING Heavy Industry Co. Ltd. (“COSCO”), a Chinese shipyard, for the delivery of the A-Class New Builds. Any problems that may affect China, whether geographically or geopolitically, the general availability of components or material needed, or the COSCO shipyard could lead to delayed delivery of any or all of the A-Class New Builds. For example, there is continuing uncertainty relating to the development of the political climate within China and between China and other countries, including the United States, including with respect to Taiwan, as well as the global supply chain, in particular in light of the various tariff announcements by the U.S. administration and reciprocal responses thereto. In addition, in January 2025, certain of COSCO’s affiliates and several Chinese shipyards were designated by the U.S. Department of Defense as “Chinese military companies” under Section 1260H of the U.S. National Defense Reauthorization Act 2021 (see also “—The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions.”). Whilst that designation does not directly affect the COSCO entity with which Cadeler has a contractual relationship or otherwise impact Cadeler’s ability to conduct business with COSCO, the imposition of further measures by the United States or other jurisdictions against COSCO and/or its affiliates could have an adverse effect on the Cadeler Group’s ability to receive delivery of its A-Class New Builds or to order future new build vessels from the same shipyard. Delayed delivery of any or all of the A-Class New Builds could delay the Cadeler Group’s generation of revenue from the utilization of such vessels and may trigger payments of liquidated damages under any charters the Cadeler Group has entered into with respect to these vessels, which may materially affect the Cadeler Group’s business, prospects and financial results and condition. See also “—The ordering, construction

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and delivery of new build vessels and upgrades of existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available on favorable terms or at all.”

From time to time, the Cadeler Group’s vessels undergo upgrades of various types to remain competitive in the market, to ensure compliance with legal requirements and to implement sustainability-related improvements. Expenditures may be incurred when repairs or upgrades are required by law, in response to an inspection by a governmental authority, when damaged, or because of market or technological developments. From late 2023, for example, the two O-Class Vessels were off-hire for approximately six months for planned main-crane upgrades. Such upgrades, as well as other refurbishment and repair projects, are subject to various risks, including delays and cost overruns, which could, if realized, have an adverse impact on the Cadeler Group’s available cash resources, results of operations and its ability to comply with financial covenants pursuant to its financing arrangements. To ensure timely completion of refurbishment and repair projects, the Cadeler Group may be required to allocate extra resources to the relevant project, increasing the cost of the refurbishment or repair. For example, the Cadeler Group has from time to time taken the decision to accelerate work on its vessels by adding additional resources in order to ensure the vessel was ready for its next project on time. Moreover, periods without operations for one or more of the Cadeler Group’s vessels may have a material adverse effect on the Cadeler Group’s ability to generate revenue and thereby on its business, prospects and financial results and condition.

The Cadeler Group is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance.

The Cadeler Group is operating in the offshore construction industry and is thus subject to hazards inherent to that industry, such as breakdowns, technical problems, harsh weather conditions, environmental pollution, force majeure events (nationwide or port-specific strikes, etc.), accidents (including dropped objects), 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. Wind installation vessels, including the Cadeler Group’s vessels, are also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, damage from severe weather and marine life infestations. Operations may also be suspended because of machinery breakdowns, abnormal operating conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. For example in June 2025, as described above, Wind Scylla suffered minor damage to one of the vessel’s jack-up legs during jacking operations, requiring urgent repair works lasting approximately one month. Additionally, the Cadeler Group experiences various types of technical breakdowns on an ongoing basis as part of the operation of its vessels; however, such breakdowns are typically of a smaller nature with limited downtime and impact. Operations may also be interrupted even where an incident does not cause material damage or injury, but could have done, as the Cadeler Group’s policies (and, often, those of the Cadeler Group’s clients) require that such “near miss” events be investigated and corrective procedures implemented where appropriate.

The Cadeler Group’s vessels are covered by industry standard hull and machinery and protection and indemnity insurance. Standard protection and indemnity insurance for vessel owners provides limited cover for damage to project property during wind farm installation operations, as such damage is expected to be covered by the construction all risks insurance procured by the Cadeler Group’s customers. However, in recent years, the Cadeler Group has seen more contracts imposing liability for property damage on contractors such as the Cadeler Group and, even where such liability is insured, the deductibles payable in the event of an incident can be significant. Such risks are difficult to adequately insure against under standard protection and indemnity insurance for vessel owners. The Cadeler Group has also considered obtaining insurance for loss-of-hire, but has evaluated and considered such insurance not to be commercially viable. As a result, certain damages and losses resulting from the aforementioned hazards may not be covered by insurance.

The Cadeler Group is dependent on the employment and utilization of its vessels, and its backlog of contracts may not materialize.

The Cadeler Group’s revenue and income are dependent on project contracts and vessel charters for the employment of its vessels. These contracts are typically entered into several years in advance, with terms and conditions generally not expected to be subject to subsequent change. Additionally, the Cadeler Group has recently experienced a trend towards reservation agreements and contracts being entered into at an earlier stage of the project, which increases the difficulty of anticipating and adjusting to changes in circumstances, such as geopolitical developments or other unforeseen events. These preliminary reservation arrangements may not result in binding contracts or generate revenue for the Cadeler Group. Expected or estimated terms regarding specifications, commercial arrangements and delivery schedules are current estimates only and may differ materially in any final agreement entered into, if such agreements are concluded at all.

The Cadeler Group’s contract backlog includes both “firm” contracted days and “option” days (days that are callable at the relevant customer’s option). As of December 31, 2025, the Cadeler Group’s contract backlog (including 100% of option days) amounted to approximately EUR 2,765 million (compared to EUR 2,336 million as of December 31, 2024), comprising EUR 2,391 million from firm contracted days and EUR 374 million from contracted days subject to the exercise of counterparty options (compared to a split of EUR 1,907 million from firm contracted days and EUR 430 million from contracted days subject to the exercise of counterparty options as of December 31, 2024). Options are exercisable at the sole discretion of the customer and may not be realized as revenue. These contracts are subject to various conditions, including potential cancellation, and the resulting revenue may be reduced, delayed, or not realized at all. Customers also have express cancellation rights under current contracts, typically linked to penalties or termination fees. For example, on June 30, 2025, the Cadeler Group received a notice of termination from Ørsted A/S (“Ørsted”) in relation to a Long-Term Agreement (“LTA”) for an A-Class wind installation vessel. The termination of the LTA was principally a result of Ørsted’s decision to discontinue work towards the Hornsea 4 Offshore Wind Farm. The Cadeler Group received compensation as a consequence of this termination. Under its customer contracts, the Cadeler Group may also become liable to its customers for liquidated damages if there are delays in delivering a vessel for employment in connection with a project or for delays that arise during the operation of the vessels under the applicable contracts (see also “—The Cadeler Group has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in the delivery of any new build vessel”).

It may be difficult for the Cadeler Group to obtain future employment for its vessels and, as a result, utilization may decrease. Wind farm installation projects are tendered and awarded at irregular intervals and installation projects in certain locations are seasonal, particularly as a result of weather-related seasonality. Consequently, the Cadeler Group’s vessels may need to be deployed on lower-yielding work or remain idle, resulting in periods without any compensation to the Cadeler Group. There can also be off-hire periods as a consequence of accidents, technical breakdown and non-performance, as experienced with the Wind Osprey crane accident in 2018 and the Wind Scylla jacking incident in 2025 (see “—The Cadeler Group is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance”) or due to maintenance or upgrades, such as the main crane upgrades for the two O-Class Vessels which were completed in 2024 and for which each such vessel was off-hire for approximately six months.

The cancellation, amendment to or postponement of one or more contracts can have a material adverse impact on the Cadeler Group’s revenue and may thus affect the pricing of the Cadeler Shares. For example, the Cadeler Group revised its guidance for the financial year ended December 31, 2025, principally due to the receipt of termination fees in respect of the cancelled LTA described above. While the Cadeler Group has generally not had a history of cancellations, amendments or postponements of its contracts, there can be no assurance that no such cancellation, amendment or postponement will occur in the future. As the size of the Cadeler Group’s fleet is limited, the Cadeler Group’s

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business, prospects and financial results and condition could be materially impacted if any of its Operating Vessels were to become disabled or otherwise unable to operate for an extended period.

The Cadeler Group could be materially adversely affected if demand for the Cadeler Group’s services is lower than anticipated or decreases, including as a result of oversupply, changing trends in the energy market or a deterioration of the Cadeler Group’s market reputation and client relationships.

The Cadeler Group relies on revenue generated from wind farm installation and related maintenance. The lack of diversification in Cadeler’s sources of revenue makes the Cadeler Group vulnerable to adverse developments or periods of low demand in the market in which it operates. The demand for the Cadeler Group’s services may be volatile and is subject to variations for a number of reasons, including uncertainty in future demand and regulatory changes. For example, the market for offshore wind energy has recently experienced certain challenges in various jurisdictions including the United States, Sweden, the Netherlands, Germany and Denmark, including delays in relevant supply chains, cancellation of government approvals and failed government auction rounds, which could adversely affect the number of offshore wind farm projects to be developed in these markets in the future, and there is a risk that similar challenges might also affect other countries. In the case of delays on multiple projects, it may be difficult for the Cadeler Group to adapt, which would impact its revenue stream but also potentially compliance with its financing covenants. Due to the fact that the Cadeler Group invests in capital assets with life-spans of approximately 25 years and that market visibility beyond 10 years is difficult to estimate, the Cadeler Group’s long-term performance and growth depend heavily on the supply of vessels relative to market demand. Any oversupply of vessels compared to the market demand for such vessels or similar capacity could cause contract rates to decline, and falling rates could materially adversely affect the Cadeler Group’s financial performance and results of operations. As the Cadeler Group’s vessels are highly specialized for wind farm installation, redeploying them to other sectors of the marine industry may be difficult or impossible to achieve, both practically and commercially.

The wind energy market is affected by the price and availability of other energy sources, including nuclear, coal, natural gas and oil, as well as other sources of renewable energy. To the extent renewable energy, particularly wind energy, becomes less cost-competitive due to reduced government targets, increases in the cost of wind energy, new regulations or incentives that favor alternative renewable energy, cheaper, more efficient or otherwise more attractive alternatives or otherwise, demand for wind energy and other forms of renewable energy could decrease. Slow growth or a long-term reduction in the demand for wind energy could in turn reduce the demand for the Cadeler Group’s services, which could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

In addition, market reputation and customer relationships are key factors to securing contracts and establishing long-lasting customer relations. For example, it is the Cadeler Group’s assessment that its market reputation and customer relationships have enabled the Cadeler Group to secure contracts for its A-Class New Builds before they are delivered. Adverse changes to the Cadeler Group’s customer relations or market reputation could result in a decrease in demand for the Cadeler Group’s services, resulting in a significant loss of revenue and adversely affecting the Cadeler Group’s business including the ability to secure future contracts.

The Cadeler Group faces other contractual and non-contractual legal risks related to its operations, which may expose the Cadeler Group to financial loss.

The Cadeler Group’s ability to fulfill its contractual obligations depends heavily on the timely and efficient execution of offshore wind installation projects, which are inherently complex and subject to numerous operational variables. Project schedules may be adversely impacted by unpredictable weather conditions, logistical challenges, supply chain disruptions, and technical setbacks during mobilization or installation activities. For example, the Cadeler Group experienced a crane accident in 2018 following which the vessel involved was out of operation for more than a year, resulting in both a claim from the charterers and lost revenue for the period. More recently, in June 2025, Wind Scylla suffered minor damage to one of the vessel’s jack-up legs during jacking operations, requiring urgent repair works lasting approximately one month. Any delays in completing key project milestones could result in contractual penalties, including the payment of liquidated damages, and may harm customer relationships or lead to early termination of contracts. In addition, offshore operations often involve small installation windows and coordination with other contractors and stakeholders. Failure to meet these timelines could disrupt the broader project schedule and expose the Cadeler Group to liability for consequential losses. Such execution risks may materially and adversely affect the Cadeler Group’s revenues, financial condition, and reputation.

The Cadeler Group’s contracts with customers typically contain strict performance requirements, including specifications related to the capabilities of its vessels, installation accuracy, and safety and environmental standards. If the Cadeler Group fails to meet these specifications, whether due to equipment limitations, operational shortcomings, or human error, it may be deemed in breach of contract or warranties. In such a case, the customer contract could be terminated, and the Cadeler Group may be held liable for the relevant charterer’s losses.

Contract terms may also not be sufficient to protect the Cadeler Group from liability with respect to installation works. The Cadeler Group could be liable to third parties who are involved or have an interest in the various projects involving the Cadeler Group’s vessels. The Cadeler Group may also face claims for damages from customers based on, for example, poor workmanship. Some of these liabilities and/or losses may not be covered by the Cadeler Group’s insurance policies or otherwise indemnified.

The ordering, construction and delivery of new build vessels and upgrades to existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available on favorable terms or at all.

The Cadeler Group may from time to time order additional new vessels, such as the ordering of the A-Class New Builds, and upgrades of existing vessels, such as the recent crane upgrades for both O-Class Vessels which were completed in 2024.

The ordering, construction, supervision and delivery of such new build vessels or upgrades to existing vessels is subject to a number of risks, including the risk of cost overruns and delays. Further, when such vessels or upgraded vessels are delivered, they are subject to market risk at the time of delivery including fulfilling conditions in any pre-committed customer contracts for such vessels or upgraded vessels, and the risk of failure to secure future employment of the new or upgraded vessels at satisfactory rates, which could have a material adverse effect on the financial performance of the Cadeler Group. If the Cadeler Group is not able to procure the A-Class New Builds, similar new build vessels or vessel upgrades in the future, this could have an adverse impact on the Cadeler Group’s business, prospects and financial results and condition.

The offshore wind installation market is a fast-moving market with a relatively long lead-time on delivery of new build vessels with the specifications needed to bid on, and win, wind farm installation contracts. The Cadeler Group must correctly predict future supply of, and demand for, wind installation vessels and continuously assess the attractiveness of securing a contract for the construction of additional vessels. When making such assessments, the Cadeler Group considers a number of uncertainties and factors, including expected supply and demand (see also “—The Cadeler Group could be materially adversely affected if demand for the Cadeler Group’s services is lower than anticipated or decreases,

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including as a result of oversupply, changing trends in the energy market or a deterioration of the Cadeler Group’s market reputation and client relationships”), construction time, the price of construction and the expected development in construction prices, technological development in the offshore wind installation market and financing possibilities. If the Cadeler Group fails to correctly and timely assess the need for placing orders for additional vessels, the Cadeler Group may miss out on attractive contract opportunities due to capacity constraints and lose market share or incur costs of construction without being able to secure contracts for such new build vessels on commercially attractive terms or at all.

The vast majority of the agreed construction costs for the A-Class New Builds is fixed. However, some elements of the construction contract pricing are subject to variation. As a result, the total construction costs for the A-Class New Builds could increase, and the Cadeler Group may be unable to pass on such higher costs to its customers, which could have an adverse impact on its financial results. The aggregate capital expenditures estimated to be required during 2026 and 2027 in connection with the A-Class New Builds are approximately EUR 462 million.

Ordering any additional new build vessels, or deciding to upgrade any existing vessel, will increase capital expenditures (consisting of the purchase price and associated costs) materially and will likely require significant debt or equity financing. The Cadeler Group has in the past obtained substantial debt financing in order to fund its new build program (see Item 5.B. “Liquidity and Capital Resources—Financing Arrangements” of this Annual Report on Form 20-F). There can be no guarantee that the Cadeler Group will be able to obtain financing of any additional new builds and any future upgrades on attractive terms or at all. If the required financing is not obtained, the Cadeler Group may default on its obligations and be liable towards the relevant yard and/or other suppliers of goods and services related thereto, and the Cadeler Group may not be able to expand its fleet and thereby maintain its competitive position. The Cadeler Group may seek to obtain the required financing through equity or debt financing. Should the Cadeler Group not be able to secure the needed financing, in part or in whole, for example due to unattractive terms such as unfavorable interest rates, the Cadeler Group may be required to postpone future investments (including orders for new build vessels). If, in connection with an equity financing, the demand for or price of the Cadeler Shares is lower than historically experienced, this could result in significant dilution of the shareholding of existing holders of Cadeler Shares (the “Cadeler Shareholders”) and a decrease in the price of the Cadeler Shares.

The Cadeler Group has historically derived its revenue from a small number of customers, and the loss or default of any such customer could result in a significant loss of revenue and adversely affect the Cadeler Group’s business.

The Cadeler Group has historically had a high customer concentration as a result of the small number of vessels in its fleet and the typical duration of its projects. Consequently, if the Cadeler Group loses any of its most significant customers or any of them fail to pay for the services provided by the Cadeler Group or enters into bankruptcy, the Cadeler Group’s revenue could be materially adversely affected. The loss of one or more significant customers, or a decline in the number of projects or consideration paid for the Cadeler Group’s services under the Cadeler Group’s contracts with significant customers, would affect the Cadeler Group’s revenue and cash flow, and could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. Additionally, any delay of a project for one or more of the Cadeler Group’s most significant customers could affect the Cadeler Group’s revenue, the utilization of its vessels and potentially its ability to fulfill other contracts. Many of the Cadeler Group’s contracts contain options for additional work, which, if exercised, would generate additional revenue. If such options are not exercised to the extent the Cadeler Group expects based on its historic experience, the Cadeler Group’s revenue could be substantially lower than anticipated.

If the Cadeler Group fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report financial results in a timely manner or prevent fraud, which may adversely affect its business and the market price of the Cadeler ADSs and Cadeler Shares.

In connection with the audit of its financial statements for the year ended December 31, 2023 the Cadeler Group and its independent registered public accounting firm identified material weaknesses related to the Cadeler Group’s internal control over financial reporting driven by (i) a lack of formalized risk assessment and documented procedures in relation to the Company’s business processes and entity level controls, lack of evidence of performing internal controls including the completeness and accuracy of information used in the execution of controls, and lack of monitoring control activities, and (ii) lack of internal controls over change management and access management in the relevant financial information technology (“IT”) systems required to support effective internal control framework.

As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Cadeler Group’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Following the Company’s remediation efforts, no material weakness was identified in connection with the audit of the Company’s financial statements for the year ended December 31, 2025 or December 31, 2024. The Cadeler Group cannot guarantee, however, that its internal controls over financial reporting will remain effective in the future and that further material weaknesses will not be identified. Any failure to remediate such material weaknesses or a failure to discover and address any other material weaknesses or significant deficiencies in the future, could result in inaccuracies in the Cadeler Group’s consolidated financial statements and impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

Generally, the failure to achieve and maintain an effective internal control environment could result in material misstatements in the Cadeler Group’s financial statements and could also impair the Cadeler Group’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, the Cadeler Group’s business, prospects and financial results and condition, as well as the trading price of Cadeler Shares and Cadeler ADSs, may be materially and adversely affected.

The Cadeler Group is dependent on technical, maintenance, transportation and other commercial services from third parties.

The Cadeler Group is and will continue to be dependent on technical, maintenance, transportation and other commercial services from third parties to manage its vessels and fulfill its contractual obligations. Performance by such service providers is critical. If third-party service providers, such as those involved in assisting the Cadeler Group in sea fastening design, fabrication, installation and various technical services, fail to perform at an optimal level, this could materially and adversely affect the Cadeler Group’s ability to complete its contracts, as well as its business, prospects and financial results and condition, including its ability to be compliant with the financial covenants under its financing arrangements. For example, as a result of an error in design work conducted by a third-party engineering supplier in 2025 relating to the sea fastenings on one of the Cadeler Group’s vessels, the Cadeler Group incurred costs and minor delays necessitated by corrective design and repair works, and incurred liquidated damages under its contract with the Cadeler Group’s end client. These costs, though not material to the Cadeler Group, exceeded the amount that the Cadeler Group was able to recover from the responsible supplier. Additionally, the Cadeler Group narrowed its guidance for the financial year ended December 31, 2022 due to upstream delay as a result of a subcontractor on a project being unable to operate as planned. If the amount the Cadeler Group is required to pay for subcontractors, equipment or supplies exceed what has been estimated, the profitability of the commercial employment of its vessels may be adversely affected. If a subcontractor, supplier, or manufacturer fails to

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provide services, supplies or equipment as required under a contract for any reason, the Cadeler Group may be required to source such services, supplies or equipment from other third parties, which could lead to delays or higher prices than anticipated.

The Cadeler Group relies on third-party contractors, suppliers, vendors, joint venture partners and other parties for the engineering design, procurement of materials, equipment, and services for the performance of work on the Cadeler Group’s projects. The successful completion of these projects depends on the ability of these third parties to perform their contractual obligations and is subject to factors beyond the Cadeler Group’s control, including actions or omissions by these parties and their subcontractors. Any non-performance, or a failure by such third parties to perform their contractual obligations to a satisfactory standard could result in delays to the planned project timelines, which could in turn result in late penalties or fines being imposed on the Cadeler Group.

The Cadeler Group could be materially adversely affected by increased supply of offshore wind farm installation services as a result of new competitors entering the market or existing competitors expanding their fleet of suitable vessels.

The industry in which the Cadeler Group operates is in management’s view characterized by a limited supply of efficient offshore wind farm installation services as a limited number of vessels are available and fit for the specific needs of, and trusted by, customers. Consequently, it may be difficult or expensive for customers of the Cadeler Group to find efficient alternative suppliers for their contracts in the near term, and it may be even more difficult for customers in the long term to find trusted suppliers of efficient offshore wind installation vessels as newer generations of larger turbines (capable of producing 18-20MW+ of electricity) are rolled out in future years. Since the supply of offshore wind farm installation services depends on the number of vessels dedicated to such services, market conditions may change significantly if one or multiple existing or new competitors of the Cadeler Group were to order new build vessels or modify existing vessels to fit the future needs of the offshore wind farm industry. It is the Cadeler Group’s assessment that over the past decade there has been a general increase in the number of players active in the wind farm industry. Should similar developments occur in the market for offshore wind farm installation, the Cadeler Group may experience increased competition. Any increase in the supply of offshore wind farm installation services may result in a decrease in the prices that the Cadeler Group is able to obtain for its services. As the Cadeler Group currently only operates within the market for offshore wind farm transportation, installation and maintenance, it is more exposed to any changes in prices within the industry or utilization of its vessels compared to those of its competitors having multiple sources of revenue. See also “—The Cadeler Group faces competition from industry participants who may have greater resources than the Cadeler Group.”

The Cadeler Group faces competition from industry participants who may have greater resources than the Cadeler Group.

The markets in which the Cadeler Group operates are competitive and the Cadeler Group’s business is subject to risks associated with competition from new and existing industry participants. The Cadeler Group has a number of well-established competitors, including DEME Offshore, Jan de Nul (both Belgium-headquartered), Fred. Olsen (Norway-headquartered) and Van Oord (Netherlands-headquartered). In addition, Seaway7, Dominion Energy, and Maersk have each taken delivery of new build wind installation vessels. These companies will directly compete (and in a number of cases are already directly competing) with the Cadeler Group in tenders for wind turbine foundation and installation projects. There can be no assurances that the Cadeler Group will be able to maintain or improve its competitive position or continue to meet changes in the competitive environment, including when entering new markets. In addition, certain of the Cadeler Group’s competitors may have more resources and better access to capital than the Cadeler Group. For example, new and existing competitors may have greater financial resources, customer support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition or more established relationships in the industry. These industry participants compete with the Cadeler Group based on, among other things, price, service portfolio, technology, location and vessel availability. There is no assurance that the Cadeler Group will have the resources and expertise to compete successfully in the future, that it will be able to succeed in the face of current or future competition, or that it will be successful when entering new markets. Increased competition in the markets where the Cadeler Group operates or which it may enter could lead to reduced profitability and/or future growth opportunities for the Cadeler Group. The failure of the Cadeler Group to secure future growth, maintain or improve its competitiveness and respond to increased competition may have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

Technological progress might render the technologies used by the Cadeler Group obsolete or less profitable.

The offshore wind sector in which the Cadeler Group operates is affected by constant technological development. To maintain a successful and profitable business, the Cadeler Group must keep pace with technological developments and changing standards to meet the evolving demands of existing and potential customers. The Cadeler Group has been focused on implementing energy efficiency and emission reduction technologies. Improvements to the Cadeler Group’s wind installation vessel design include shore power connections (expected to reduce fuel consumption by up to 15%), fuel-efficient engines and optimized engine sizing. The Cadeler Group also intends to move towards alternative fuels when the right technologies are commercially available and has already invested resources in ensuring newbuild vessels can undergo a conversion to alternative fuels in the future. If the Cadeler Group fails to adequately respond to the technological changes in its industry, make the necessary capital investments, or is not suited to offer commercially competitive products and implement commercially competitive services, the Cadeler Group’s business, prospects and financial results and condition may be adversely affected.

Competitors’ vessels have previously become obsolete due to the growth in the size of turbines only 10 years into their lifespan. Although the Cadeler Group has previously upgraded certain of its vessels, as demonstrated by the recent main crane upgrades to its two O-Class Vessels, and has designed its new build vessels to be capable of transporting and installing turbines significantly larger than the current generation of 15MW wind turbines, there is no certainty that such vessels will remain viable for the entirety of their planned 25-year lifespan. In addition, as the Cadeler Group’s vessels are purpose-built for the offshore wind industry, they cannot easily be repurposed for use in other segments of the marine industry. A movement towards other energy sectors or the development of new technology could render the Cadeler Group’s vessels obsolete, and the Cadeler Group may not be able to secure alternative contracts or revenue on attractive terms, if at all.

The Cadeler Group operates across multiple jurisdictions and is thereby exposed to a number of risks inherent in international operations, including political, civil or economic disturbance.

The Cadeler Group operates in multiple jurisdictions and serves a wide range of customers. As a result, the Cadeler Group is exposed to risks that are inherent to conducting international operations, some of which are due to factors beyond the Cadeler Group’s control, including:

•terrorist acts, war, civil disturbances and military actions;

•seizure, nationalization or expropriation of property or equipment;

•political unrest or revolutions;

•acts of piracy;

•actions by environmental organizations;

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•public health threats, and outbreaks of contagious diseases and pandemics;

•global warming and extreme weather events;

•restrictions on the ability to repatriate income or capital;

•complications associated with repairing and replacing vessels and equipment in remote locations;

•delays or difficulties in obtaining necessary visas and work permits for employees;

•wage and price controls imposed by the relevant authorities; and

•the imposition of trade barriers, moratoriums or sanctions and other forms of government regulation.

Some of these risks could limit or disrupt the Cadeler Group’s operations (for example, by requiring or resulting in the evacuation of personnel, cancellation of contracts, or the loss of personnel, vessels or assets), impose practical or legal barriers to the Cadeler Group’s continued operations, or negatively impact the profitability of those operations, and could therefore have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions.

The Cadeler Group is exposed to macroeconomic factors and geopolitical conditions. The international macroeconomic situation is currently characterized by material uncertainty, mainly due to the elevated levels of public debt in many of the leading global economies, increasing interest and inflation rates, the war in Ukraine, recent developments and heightened public and diplomatic focus on Greenland and Arctic security, the imposition of sanctions against Russia, conflict in the Middle East, European energy crises, global supply-chain constraints and various tariff announcements by the U.S. administration and reciprocal responses thereto. For example, the Cadeler Group has contracted with COSCO, a Chinese shipyard, for the delivery of the A-Class New Builds, and any problems that may affect China, whether geographically or geopolitically, the general availability of components or material needed, or the shipyard itself could lead to delayed delivery of any or all of the A-Class New Builds. There is continuing uncertainty relating to the development of the political climate within China and between China and other countries, including the United States, including with respect to Taiwan. In addition, in January 2025, certain of COSCO’s affiliates and several Chinese shipyards were designated by the U.S. Department of Defense as “Chinese military companies” under Section 1260H of the U.S. National Defense Reauthorization Act 2021. Whilst that designation does not directly affect the COSCO entity with which Cadeler has a contractual relationship or otherwise impact Cadeler’s ability to conduct business with COSCO, the imposition of further measures by the United States or other jurisdictions against COSCO and/or its affiliates could have an adverse effect on the Cadeler Group’s ability to receive delivery of its A-Class New Builds or to order future new build vessels from the same shipyard. See also “—The Cadeler Group has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in the delivery of any new build vessel” and “—The ordering, construction and delivery of new build vessels and upgrades of existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available on favorable terms or at all”. These macroeconomic conditions have had, and a continuation or further worsening of these conditions could continue to have, material effects on the global economy and capital markets and could have material adverse effects on the Cadeler Group, its business, prospects and financial results and condition. Additionally, geopolitical tensions may have an impact on the future prospects of the markets in which the Cadeler Group operates and may increase the risks associated with the Cadeler Group’s operations.

If Cadeler’s vessels operate in countries or territories that are subject to restrictions, sanctions, or embargoes imposed by the U.S. government, the European Union, the United Nations, or other governments, it could lead to monetary fines or other penalties and adversely affect Cadeler’s reputation and the market for its shares and trading price.

Although Cadeler does not expect that its vessels will operate in countries or territories subject to country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other authorities in violation of applicable sanctions laws, and Cadeler endeavors to take precautions reasonably designed to mitigate the risk of such activities, it is possible that the Cadeler Group’s vessels may call on ports located, and/or otherwise operate in countries or territories subject to such sanctions, including on charterers’ instructions and/or without Cadeler’s consent. In addition, Cadeler’s A-Class New Builds are being built in China, which may further expose Cadeler to certain restrictions. See also “—The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions.” Similarly, Cadeler’s supply chain for spare parts for the vessels or secondary steel deliveries needs to be monitored closely and may be limited due to these restrictions, which could result in Cadeler not being able to source such spare parts from certain suppliers.

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, contract terminations and have an adverse effect on the Cadeler Group’s business.

The Cadeler Group regularly operates in, or transits through, jurisdictions around the world, including jurisdictions known to have a reputation for corruption. The Cadeler Group is committed to doing business in accordance with applicable anti-corruption laws including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), U.K. Bribery Act, the Danish Criminal Code and other applicable anti-corruption laws. The Cadeler Group is subject, however, to the risk that Cadeler, its affiliated entities or its officers, directors, employees or agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the U.K. Bribery Act. The offshore energy and renewables sectors have seen notable anti-corruption enforcement actions, where violations of international anti-corruption laws led to substantial fines, legal penalties, and reputational damage. These cases highlight the significant risks faced by companies operating in, or transiting through, jurisdictions with high corruption exposure. While the Cadeler Group is committed to conducting business in compliance with all applicable anti-corruption laws and has implemented robust compliance measures, it remains exposed to potential liability and reputational harm should any actual or alleged violations occur, whether by employees, agents, or third parties acting on its behalf. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect the Cadeler Group’s business, prospects and financial results and condition. In addition, actual or alleged violations could damage Cadeler’s reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and has the potential to consume significant time and attention of Cadeler’s senior management.

Breakdowns in the Cadeler Group’s information technology and/or noncompliance with data protection laws could negatively impact the Cadeler Group’s business, including its ability to service customers.

The Cadeler Group’s ability to operate its business and service its customers is dependent on the continued operation of the Cadeler Group’s IT systems, including those relating to the location, operation, maintenance and employment of the Cadeler Group’s vessels. The Cadeler Group’s IT systems could be compromised by a malicious third party or employee (see also “—A cybersecurity attack could materially disrupt the Cadeler Group’s business”), man-made or natural events, or the inadvertent actions or inactions by the Cadeler Group’s employees and third-party service providers. If the Cadeler Group’s IT systems experience a breakdown, the Cadeler Group’s business information could be lost, destroyed,

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disclosed, misappropriated, altered or accessed without consent, and the Cadeler Group’s IT systems, or those of its service providers, may be disrupted.

Any breakdown in the Cadeler Group’s IT systems could lead to lost revenues resulting from a loss in competitive advantage due to the unauthorized disclosure, alteration, destruction or use of proprietary information, the failure to retain or attract customers, the disruption of critical business processes or IT systems and the diversion of management’s attention and resources. In addition, such breakdown could result in significant remediation costs, including repairing system damage, engaging third-party experts, deploying additional personnel, training employees and compensation or incentives offered to third parties whose data has been compromised. The Cadeler Group may also be subject to legal claims or legal proceedings, including regulatory investigations and actions, and the attendant legal fees as well as potential settlements, judgments and fines.

In addition, data protection laws apply to the Cadeler Group in certain countries in which it does business. Specifically, the EU General Data Protection Regulation (“GDPR”) imposes penalties of up to a maximum of 4% of global annual turnover for breaches thereof. The GDPR requires mandatory breach notification, the standard for which is also followed outside the EU (particularly in Asia). Non-compliance with data protection laws could expose the Cadeler Group to regulatory investigations, which could result in fines and penalties. In addition to imposing fines, regulators may issue orders to stop processing personal data, which could disrupt operations. The Cadeler Group could also be subject to litigation from persons or corporations allegedly affected by data protection violations. Any violation of these laws or harm to the Cadeler Group’s reputation could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

A cybersecurity attack could materially disrupt the Cadeler Group’s business.

The efficient operation of the Cadeler Group’s business, including processing, transmitting and storing electronic and financial information, is dependent on computer hardware and software systems. IT systems are vulnerable to security breaches by computer hackers and cyber terrorists. The Cadeler Group relies on industry accepted security measures and technology (including a cloud-based solution provided by Microsoft including their E5 security suite) to securely maintain confidential and proprietary information maintained on its information systems. However, such measures and technology may not adequately prevent security breaches. Therefore, the Cadeler Group’s operations and business administration could be targeted by individuals or groups seeking to sabotage or disrupt such systems and networks, or to steal data, and as a result these systems may be damaged, shut down or cease to function properly (whether due to planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or viruses, other cybersecurity incidents or otherwise), which could have a material adverse effect on the Cadeler Group’s reputation as well as its business, prospects and financial results and condition.

Cybersecurity attacks may result in disruptions to the Cadeler Group’s operations or in business data being temporarily unreadable, and cyber criminals may demand ransoms in exchange for de-encrypting such data. As cybersecurity attacks become increasingly sophisticated, and as tools and resources become more readily available to malicious third parties, there can be no guarantee that the Cadeler Group’s actions, security measures and controls designed to prevent, detect or respond to intrusion, to limit access to data, to prevent destruction or alteration of data or to limit the negative impact from such attacks, can provide absolute security against compromise. Even without actual breaches of information security, protection against increasingly sophisticated and prevalent cybersecurity attacks may result in significant future prevention, detection, response and management costs, or other costs, including the deployment of additional cybersecurity technologies, engaging third-party experts, deploying additional personnel and training employees. For example, in 2024 the Cadeler Group identified revised payment instructions from a counterpart as having been issued by malicious actors who had obtained access to that counterpart’s email system. Although the Cadeler Group’s internal controls (including its procedures for the telephone verification of updated payment instructions) prevented the misdirection of funds in that instance, there can be no guarantee that cybersecurity attacks affecting the Cadeler Groups’ customers or suppliers will not affect the Cadeler Group in the future. Further, as cybersecurity threats are continually evolving, the Cadeler Group’s controls and procedures may become inadequate, and the Cadeler Group may be required to devote additional resources to modify or enhance its systems in the future. Such expenses could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. To the extent the Cadeler Group integrates artificial intelligence (“AI”) into its operations, this may increase the cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools it is exposed to, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks of the Cadeler Group’s systems. While the Cadeler Group regularly reviews its network security, backup and disaster recovery, enhanced training and other security measures to protect its systems and data, these measures cannot provide absolute security or guarantee that it will be successful in preventing or responding to every breach or disruption on a timely basis.

A successful cybersecurity attack could materially disrupt the Cadeler Group’s operations or result in the unauthorized release or alteration of information in the Cadeler Group’s systems, particularly if the Cadeler Group’s IT systems were affected for extended periods. Any cybersecurity attack could also result in significant expenses to investigate and repair security breaches or system damages and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny, diminished customer confidence and damage to the Cadeler Group’s reputation. While the Cadeler Group currently maintains cyber-liability insurance, there can be no assurance that the Cadeler Group will be able to continue to maintain such insurance coverage at commercially reasonable rates or that available coverage will be adequate to cover future claims. As a result, a cybersecurity attack or other breach of any such IT systems could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group faces financial risk due to its level of indebtedness and is subject to restrictive covenants and conditions pursuant to its financing agreements.

The Cadeler Group has extensive debt financing agreements, as described in more detail in Item 5.B. “Liquidity and Capital Resources—Financing Arrangements” of this Annual Report on Form 20-F. The Cadeler Group’s level of indebtedness (1,459.1 million as at December 31, 2025, of which 100% bears a floating interest rate) exposes it to certain risks, including increased vulnerability to general adverse economic industry conditions and interest rate fluctuations. Should interest rates rise in the future, the Cadeler Group’s interest expenses on floating-rate borrowings could increase materially, leading to higher financing costs and increased pressure on profitability (see “—Changes in interest rates and inflation will continue to affect the Cadeler Group’s business and results”).

In addition to the interest rate burden, the agreements governing the Cadeler Group’s indebtedness contain (and it is expected that any agreements governing any additional debt that the Cadeler Group may incur or assume would contain) various operating and financial covenants with respect to the business of the Cadeler Group. Any failure to comply with such restrictions may result in an event of default under such agreements. Any such default may allow the applicable creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in the Cadeler Group’s other debt facilities. For instance, there are specific financial covenants in the Cadeler Group’s debt facilities with respect to the minimum liquidity of the Cadeler Group, the Cadeler Group’s equity ratio and its working capital, and the fair market value of the Cadeler Group’s wind installation vessels. Failure to meet any of these covenants could trigger the mandatory repayment of

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the relevant facility or all of them and may thus have an adverse effect on the financial position of the Cadeler Group. Additionally, all of the Cadeler Group’s debt facilities contain change of control provisions and covenants restricting the payments of dividends in certain circumstances.

The Cadeler Group’s ability to comply with the financial covenant requirements under its financing arrangements depends largely on the market value of its Operating Vessels and their ability to generate sufficient revenue. If future cash flows are inadequate to meet all of the Cadeler Group’s financial obligations and contractual commitments, this could negatively impact the Cadeler Group’s business and may require it to refinance existing debt, incur additional indebtedness, raise additional equity, or sell assets and use the proceeds to repay debt. Furthermore, the Group’s indebtedness could constrain future operations, as a portion of operating cash flow must be allocated to interest and principal payments and will not be available for other purposes, while financial and non-financial covenants may restrict operational and strategic flexibility, limit asset disposals and the use of related proceeds, reduce resilience to future economic or industry downturns, hinder the Cadeler Group’s ability to compete with others in its industry for strategic opportunities, and constrain access to additional financing for working capital, capital expenditures, acquisitions, and general corporate purposes.

Litigation proceedings could have a material adverse impact on the business, prospects and financial results and condition of the Cadeler Group.

The nature of the business of the Cadeler Group from time to time results in clients, subcontractors, employees/manning agencies or vendors claiming, among other things, recovery of costs related to accidents, contracts and projects. This risk is further heightened by Cadeler’s relatively small fleet and high asset concentration, meaning that any incident involving one or a few assets (such as accidents or technical failures) could have significant financial consequences for the Cadeler Group as a whole. The crane accident in 2018 on Wind Osprey, for example, resulted in a claim from the charterers for liquidated damages as well as personal injury claims by four seafarers involved in the accident. Should any of the Cadeler Group’s vessels experience or be involved in any future incidents of a similar nature, the Cadeler Group may be subject to further claims and litigation. Litigation outcomes are unpredictable and may result in reputational damage as well as fines, penalties or other sanctions imposed by governmental authorities or general damages payable by the Cadeler Group in respect of third-party claims such as, for example, personal injury claims, employment-related claims or claims for property damage.

As part of the Cadeler Group’s wind farm installation operations, it manages large, high-value components. In addition, as the Cadeler Group takes on full-service foundations projects (such as the Hornsea 3 and East Anglia 2 offshore wind farms in the U.K.), it is exposed to an increasingly complex scope of work encompassing technical design, engineering and construction. Any claims from its clients, subcontractors or vendors resulting from damage to component parts while within the Cadeler Group’s control, or defects in construction works carried out by the Cadeler Group, may be significant. The Cadeler Group could also require extensive resources to assess and defend itself against potential claims and litigation, including under professional liability or warranty obligations, any of which could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group’s insurance coverage may be inadequate to protect the Cadeler Group from liabilities that could arise in its business.

Although the Cadeler Group maintains insurance coverage against certain risks related to its business, risks may arise for which the Cadeler Group is not insured, or which are outside the scope of its existing insurance coverage. In addition, claims covered by insurance are subject to deductibles, the aggregate amount of which could be material, and certain policies impose caps on coverage or certain carve-outs. Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy. There can be no assurance that existing insurance coverage will be renewed at commercially reasonable rates or that available coverage will be adequate to cover future claims. If a loss occurs that is partially or completely uninsured, or the carrier is unable or unwilling to cover the Cadeler Group’s claim with respect to such loss, the Cadeler Group could be exposed to substantial liability. Further, to the extent that the proceeds from its insurance are not sufficient to repair or replace a damaged asset, the Cadeler Group would be required to expend funds to supplement the insurance proceeds and in certain circumstances may decide that such expenditures are not justified, which, in either case, could adversely affect the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group faces risks related to recruiting and retaining key personnel, and any loss of senior management or failure to recruit or retain highly skilled personnel could have a material adverse effect on the Cadeler Group’s operations.

The Cadeler Group’s continued success is largely dependent on its ability to recruit, retain and develop skilled personnel for its business. The market for qualified personnel is highly competitive and the Cadeler Group cannot be certain that it will be successful in attracting and retaining key personnel and crewing its vessels in the future. If the Cadeler Group loses any members of its senior management or other key individuals, or fails to hire, train and retain qualified employees, it may not be able to compete effectively and may have increased incident rates as well as regulatory and other compliance failures, which could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. Difficulty in hiring and retaining qualified personnel could also adversely affect the Cadeler Group’s results of operations.

The Cadeler Group is exposed to counterparty credit risks relating to its key customers and certain other third parties.

The Cadeler Group is subject to risks of loss resulting from the non-payment or non-performance by third parties of their obligations. Although the Cadeler Group monitors and manages counterparty risks, some of the Cadeler Group’s customers and other counterparties may be highly leveraged and subject to their own operating, financial and regulatory risks. For example, some of the Cadeler Group’s contractual counterparts are special purpose vehicles created for the purpose of carrying out a specific offshore wind farm project. These special purpose vehicles typically have limited assets or capital, and the Cadeler Group is not always able to obtain parent or third-party performance or financial guarantees for such counterparts’ obligations. During periods of more challenging market environments, the Cadeler Group will be subject to an increased risk of customers seeking to repudiate contracts. The ability of the Cadeler Group’s customers to perform their contractual obligations may also be adversely affected by restricted credit markets and economic downturns. Any bankruptcy, insolvency or inability by the Cadeler Group’s customers affecting their ability to settle their debts or honor their obligations to the Cadeler Group when they fall due may adversely affect the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group may fail to comply with applicable environmental laws and regulations, which could have an adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group’s operations are subject to a variety of laws, regulations, and requirements controlling the discharge of various materials into the environment, requiring removal and clean-up of materials that may harm the environment, controlling carbon dioxide emissions, or otherwise relating to the protection of the environment in the countries in which the Cadeler Group operates. Such laws, regulations and requirements vary from jurisdiction to jurisdiction and the operations of the Cadeler Group may be negatively affected by changes in environmental laws and other regulations that can result in large expenses including modification of vessels and changes in the operation of vessels. A lack of harmonization globally in relation to environmental, social and governance (“ESG”) reform and the different pace at which

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legislators and regulators across the globe operate creates uncertainty and the risk of fragmentation. New ESG regulation affects how the Cadeler Group can conduct it business as the compliance requirements increase.

Despite the Cadeler Group’s commitment to meet the environmental and other ESG requirements for the operation of its vessels, there is a risk that the Cadeler Group fails to comply with applicable laws and regulations. Non-compliance with environmental laws and regulations in any of the jurisdictions in which the Cadeler Group operates may result in increased costs, material fines, penalties, possible revocation of ability to do business or contract termination and could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group faces increasing scrutiny related to environmental, social and governance as well as sustainability matters that may impact its business.

Recent years have seen an increase in investor and regulatory attention to ESG, including diversity and inclusion (“DEI”), environmental stewardship and transparency. A lack of harmonization globally in relation to ESG reform and the different pace at which legislators and regulators across the globe operate as well as diverging stakeholder views more generally when it comes to ESG and DEI matters, create uncertainty and the risk of fragmentation. While it appears unlikely that the SEC’s previous climate agenda will be further pursued, conflicting supervisory directives between U.S. regulatory and non-U.S. authorities or Congress and certain U.S. state governments may result in pressure from investors, unfavorable reputational impacts, including inaccurate perceptions or a misrepresentation of the Cadeler Group’s actual ESG-related practices and diversion of management’s attention and resources. Any failure, or perceived failure, by the Cadeler Group to adhere

to its public statements, comply fully with developing interpretations of ESG-related laws and regulations, including with respect to DEI-related matters, or meet evolving and varied stakeholder expectations and standards could negatively impact the Cadeler Group’s reputation or result in legal and enforcement proceedings against the Cadeler Group.

Pending and future regulations targeting emissions, marine pollution, air quality, and biodiversity protection may further increase capital and operating costs. Additionally, limited availability of alternative fuels and shore power infrastructure could hinder the Cadeler Group’s energy transition efforts. While the Cadeler Group may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve its ESG profile or to respond to stakeholder expectations, such initiatives may be costly and may not achieve the desired effect. For example, the Cadeler Group has set high standards and ambitions for its environmental responsibility, including its goal to run a carbon-neutral business by 2035. Achieving these goals will require emission reductions across the fleet, innovations in operations as well as research into reliable solutions for sequestering the greenhouse gases that the Cadeler Group cannot avoid emitting. Despite its efforts, there is a risk that the Cadeler Group will fail in meeting its environmental goals, for example due to failed technological advancements and failure in developing more eco-friendly vessels.

Expectations around the Cadeler Group’s management of ESG matters continue to evolve rapidly, in many instances due to factors that are out of the Cadeler Group’s control. If the Cadeler Group fails to, or is perceived to fail to, comply with or advance certain ESG initiatives (including the timeline and manner in which initiatives are completed), it may be subject to various adverse impacts, including reputational damage, allegations of “greenwashing” and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.

The Cadeler Group is subject to risks related to tax, including the applicability of tonnage taxation, and to changes in tax laws

Tax laws, regulations and treaties are highly complex and subject to interpretation. Consequently, the Cadeler Group is subject to changing tax laws, regulations and treaties in and between the countries in which it operates. Certain members of the Cadeler Group operate within the tonnage tax regimes in Denmark, Cyprus and the United Kingdom, pursuant to which ship owners (or operators) pay a fixed amount per net ton at their disposal, rather than being taxed under a conventional corporate tax regime where a taxable income is calculated based on taxable revenue less tax-deductible expenses, depreciations and amortizations. In addition, certain of Cadeler’s subsidiaries are resident for taxation purposes in the United Kingdom and so are subject to corporation tax in the United Kingdom on their income.

From time to time, the Cadeler Group’s positions in respect of taxes, including tonnage taxation, may be subject to review or investigation by tax authorities in the jurisdictions in which the Cadeler Group operates. If any tax authority were to successfully challenge the Cadeler Group’s operational structure, the taxable presence of Cadeler’s subsidiaries in certain countries or the Cadeler Group’s interpretation of applicable tax laws and regulations, or if the Cadeler Group were to lose any other material tax dispute in any country, the result could be an increase in the Cadeler Group’s tax expenses and/or a higher effective tax rate. For instance, if the tax authorities in Denmark, Cyprus or the United Kingdom were to determine that income taxed under the tonnage tax regime should have been subject to corporate income tax instead, such income would be taxed at a higher rate after deducting allowable expenses. In addition, as Cadeler operates in various tax jurisdictions when carrying out wind farm installation projects, one or more foreign tax authorities could claim that Cadeler has a permanent establishment in such tax jurisdiction and Cadeler could, as a result, potentially be subject to taxation in such jurisdictions. The analysis of whether a permanent establishment exists depends on the interpretation of local tax rules and the impact on the Cadeler Group’s taxation in Denmark or the United Kingdom depends on whether or not a double tax treaty exists between Denmark or the United Kingdom, as applicable, and the relevant jurisdiction. As a general principle under both Danish and UK tax law, income attributed to a permanent establishment abroad should not be included in the taxable income (computed for Danish or UK tax purposes, as applicable) of a Danish or UK parent company, provided that the Danish or UK tax authorities agree that the permanent establishment exists and that the allocation of profits and costs to such permanent establishment is correct. Thus, the risk is generally limited to the difference in tax rate between Denmark or the United Kingdom, as applicable, and the “permanent establishment country” leading to a different tax levied on the income attributed to the permanent establishment(s), excluding penalties and interest for any late payment. However, if the income attributable to the permanent establishment is taxed under the tonnage tax scheme in Denmark or the United Kingdom, as applicable, such income would likely be subject to corporate income taxation in the permanent establishment country, and as a result such income may be taxed at a higher rate and could result in a higher tax payment by the Cadeler Group. In addition, potential fines and interest for late payment of taxes may be levied for noncompliance with foreign requirements for the registration of any such permanent establishment(s).

The Cadeler Group may also be affected by changes in global tax initiatives. For instance, in October 2021, members of the OECD agreed on a two-pillar approach to reform the international tax system: the so-called Pillar One rules, which reallocate profits to the market jurisdictions where sales arise versus physical presence, and the so-called Pillar Two rules, which are designed to compel multinational corporations with EUR 750 million or more in annual revenue to pay a minimum effective corporate tax rate of 15% on income received in each jurisdiction in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. The principal jurisdictions in which the Cadeler Group may be exposed to additional taxation as a result of the Pillar Two rules include Denmark, the United Kingdom and Cyprus. The Cadeler Group is actively assessing the potential future impact of the Pillar Two rules on the Cadeler Group’s business (including the application of the Pillar Two rules’ international shipping income exclusion). The Pillar Two rules could, however, have the effect of increasing the burden and costs of the Cadeler Group’s tax compliance, the amount of taxes the Cadeler Group incurs in the relevant jurisdictions and its global effective tax rate, and in turn have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition.

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The Cadeler Group is dependent on certain certificates and approvals.

The Cadeler Group’s operations require a number of certificates and approvals from relevant authorities in which the Cadeler Group operates. See also Item 4.B “Business Overview—Impact of regulation” of this Annual Report on Form 20-F. The comprehensiveness and the procedures for obtaining such certificates and approvals may vary across countries. Such certificates and approvals may be necessary for both onshore and offshore construction and operation activities. Moreover, after having obtained such certificates and approvals, the Cadeler Group is required to comply with relevant conditions for their maintenance, and failure to do so may result in sanctions (including, for example, a prohibition on continued operations), fines and/or revocation or suspension of the certificates and approvals granted to the Cadeler Group.

The Cadeler Group can provide no assurance that all necessary certificates and approvals will be obtained and renewed as and when required. Failure to obtain, or delays in obtaining, the necessary certificates and approvals could result in termination or delay of the Cadeler Group’s projects.

Classification societies have established requirements that all vessels are required to meet and which may result in substantial costs. The Cadeler Group’s vessels are subject to inspections, surveys or tests, and the relevant classification society may impose “conditions of class” or “recommendations,” i.e., specific measures, repairs, surveys etc. relating to any vessel and require that the owner of that vessel (i.e., the Cadeler Group) implement such recommendations either immediately, by a certain deadline or at the next (mandatory) drydocking. If any required action is not taken, the classification society may suspend or revoke the relevant vessel’s classification, in which case, the vessel is not permitted to operate. The same may result if the Cadeler Group’s vessels do not undergo the required surveys at regular intervals or do not make the required reporting to the classification societies. Failure to comply with classification requirements may also adversely affect insurance coverage and may result in certain vessels being denied access to, or detained in, certain ports, which may in turn have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition.

The Cadeler Group is subject to risks relating to changes in, compliance with, or failure to comply with certain domestic and international laws and regulations.

The Cadeler Group and its business are subject to laws and regulations governing the offshore industry. Future changes in the domestic and international laws and regulations applicable to the Cadeler Group and its activities are unpredictable and are beyond the control of the Cadeler Group, and such changes could imply the need to materially alter the Cadeler Group’s operations and organization and may prompt the need to apply for permits, which could in turn have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition. See also “—The Cadeler Group is dependent on certain certificates and approvals” and Item 4.B “Business Overview—Impact of regulation” of this Annual Report on Form 20-F.

Any change in or introduction of new regulations may increase the costs of operations, which could have an adverse effect on the Cadeler Group’s profitability. For example, changes in regulations on fuel for vessels could materially affect the Cadeler Group’s cost base. As a result of an International Maritime Organization (“IMO”) regulation which entered into force on January 1, 2020, the shipping industry has been exposed to a shift from heavy fuel oil to low sulphur fuels or alternatively installing so-called scrubbers on vessels, with either alternative resulting in additional costs to shipping companies. In addition, on July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System (“EU ETS”) from 2024 by phasing the sector into the EU ETS requirements over a three-year period. This will require shipowners to buy permits to cover greenhouse gas emissions and is expected to affect Cadeler’s vessels from 2027 onwards. The European Commission’s plan will permit vessel owners to pass the costs of compliance with the EU ETS onto charterers for vessel emissions during on-hire periods. If Cadeler is unable to pass on these additional costs to its customers during on-hire periods, this could have a material adverse effect on the Cadeler Group’s financial position. During off-hire periods, Cadeler will need to develop a strategy for purchasing EU ETS allocations at favorable rates. If Cadeler is unable to obtain favorable rates or if Cadeler is unable to implement adequate processes to manage the purchasing and surrendering of EU ETS allocations, it could be exposed to financial penalties or operational restrictions which may in turn have a material adverse impact on the Cadeler Group’s business, prospects and financial results and condition.

If any of the Cadeler Group’s vessels does not comply with the extensive regulations applicable from time to time, the Cadeler Group may be unable to continue such vessel’s operations without costly and time-consuming retrofits, and/or the Cadeler Group could be in non-compliance with applicable rules and regulations. See also “—The Cadeler Group is dependent on certain certificates and approvals.”

Labor disruptions could materially adversely affect the Cadeler Group’s business and operations.

The seafarers operating the O-Class Vessels, P-Class Vessels and the Operating A-Class Vessel belong to unions, and the Cadeler Group has collective bargaining agreements with Metal Maritime, Maskinmestrenes Forening and Dansk EL-forbund that govern the employment of the seafarers serving on those vessels. In addition, the Cadeler Group has agreements with the Japanese Seamen’s Union (JSU) with respect to certain of the seafarers on the Wind Zaratan, and with the International Transport Workers’ Federation (ITF) with respect to certain of the seafarers on the Wind Scylla. In aggregate, approximately two-thirds of the Cadeler Group’s seafarers are unionized. The terms of these agreements generally govern the wages paid to the crew, minimum living conditions onboard the vessels, as well as other benefits and conditions of the seafarers’ employment. The collective bargaining agreements relating to the Cadeler Group’s Danish-flagged vessels are currently being renegotiated, and the Cadeler Group may also become subject to additional agreements in the future. While management believes that the Cadeler Group’s relationships with the Metal Maritime and other trade unions are good, if the Cadeler Group’s relations with its seafarers, the Metal Maritime or other trade unions deteriorate, or if the Cadeler Group’s employees or the relevant unions decide to strike or stop work for any other reason, the Cadeler Group may be unable to operate its vessels, which could result in loss of revenues, increased costs and decreased cash flows. Further, the Cadeler Group’s collective bargaining agreements govern the wages paid by the Cadeler Group to certain of its seafaring employees, and there can be no assurance that future renegotiations will lead to wage levels acceptable to the Cadeler Group. Any labor disruptions or significant increase in wages could harm the Cadeler Group’s operations and could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

Changes in interest rates and inflation will continue to affect the Cadeler Group’s business and results.

The Cadeler Group’s level of indebtedness (1,459.1 million as at December 31, 2025, of which 100% bears a floating interest rate) exposes the Cadeler Group to changes in interest rates. Benchmark overnight interest rates remained relatively stable, declining slightly through 2025. Forward rates suggest that interest rates will decline further in 2026. Stable interest rates support more predictable income flow and less volatility in asset and liability valuations, although persistently low and negative interest rates may adversely affect the Cadeler Group by, for example, lowering investment returns on cash reserves or affecting the valuation of certain assets and liabilities. Conversely, should interest rates rise in the future, the Cadeler Group’s interest expenses on floating-rate borrowings could increase materially, leading to higher financing costs and increase

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pressure on profitability. In addition, the Cadeler Group’s indebtedness requires the Cadeler Group to dedicate a portion of its cash flow from operations to payments on its debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes, potentially limiting its ability to borrow additional funds or to borrow funds at rates or on other terms it finds acceptable.

In addition to interest rate risk, Cadeler is exposed to other market factors including inflation, currency exchange rate fluctuations and shifts in the use of the U.S. dollar in global trade. Inflationary pressures can increase operating costs, while economic slowdowns caused by inflation may reduce demand for the Cadeler Group’s services, particularly capital-intensive offshore wind projects that depend on favorable financing conditions. Market factors may also result in losses from the derivatives and other instruments the Cadeler Group uses to hedge the interest rate risk associated with Cadeler’s financing arrangements. The Cadeler Group uses derivative instruments to hedge approximately 50% of its floating interest rate exposure, but market volatility may still result in losses. Changes in interest rates and related market conditions, in combination with the Cadeler Group’s current debt profile and hedging policies, could materially and adversely impact the Cadeler Group’s business, prospects and financial results and condition.

Risks Related to the Business Combination

In December 2023, Cadeler completed its business combination with Eneti Inc., a registered company incorporated under the laws of the Republic of the Marshall Islands (“Eneti” and, together with its subsidiaries, the “Eneti Group”) (the “Business Combination”). Set out below is a summary of certain risk factors related to the Business Combination.

Cadeler may fail to realize all of the anticipated benefits of the Business Combination, or these benefits may take longer to realize than expected.

Cadeler believes that there are significant benefits as well as cost and revenue synergies that may be realized through leveraging the flexibility and size of the combined fleet, scale, respective capabilities and deep industry relationships of each of Cadeler and Eneti. In June 2023, when Cadeler and Eneti announced their agreement to enter into the Business Combination, the members of the board of directors of Cadeler (the “Cadeler Board”) estimated that the Business Combination would create synergies of at least EUR 106 million per year, comprising EUR 55 million in cost and operational synergies and EUR 51 million in utilization synergies. While it is the assessment of Cadeler’s management that the combined Cadeler Group remains on track to realize in full the synergies anticipated by the Cadeler Board (having already achieved at least EUR 30 million in cost and operational synergies, principally as a result of reduced management headcount and an optimized hiring plan as well as improved terms on certain of the combined Cadeler Group’s debt financing facilities) there is no assurance that such synergies will be realized.

Cadeler believes that the Business Combination has resulted and will continue to result in a number of operational benefits, such as increased redundancy and improved ability to meet customer demand for larger scopes and project sizes. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt the Cadeler Group’s operations if not implemented in a timely and efficient manner. Failure to achieve the anticipated benefits of the Business Combination could adversely affect the Cadeler Group’s results of operations or cash flows, decrease or delay any accretive effect of the Business Combination and negatively impact the price of Cadeler Shares and Cadeler ADSs.

Integration involves numerous challenges that may be more time-consuming and costly than expected.

The Cadeler Group’s success after the Business Combination will depend, in part, upon Cadeler’s ability to integrate Eneti without disruption to its existing business. The integration process is complex and has required and continues to require the coordinated efforts of Cadeler’s and retained Eneti’s management teams and employees. This process is ongoing, based on detailed plans created by Cadeler to seek to ensure a smooth and efficient integration of Eneti’s and Cadeler’s operations. Integration may take longer than expected, may prove more difficult than currently anticipated or unanticipated difficulties may arise, thereby posing a risk to the Cadeler Group’s profitability.

A significant amount of the Cadeler Group’s management’s time has been and will be required to achieve the integration of Cadeler’s and Eneti’s businesses, and this may affect or impair the ability of the management team to run the business of the combined company effectively. Cadeler has a relatively small management team and organization, which could further exacerbate this risk. The foregoing could have a material adverse effect on the Cadeler Group’s business, prospects and financial results and condition.

Risks Related to the Cadeler Shares and Cadeler ADSs

Future issuances of new Cadeler Shares or other securities in Cadeler may dilute the holdings of Cadeler Shareholders and could materially affect the price of the Cadeler ADSs and the Cadeler Shares.

Future issuances of new Cadeler Shares or other securities in Cadeler may dilute the holdings of Cadeler Shareholders and could materially and adversely affect the price of the Cadeler ADSs and the Cadeler Shares. Cadeler may in the future issue additional Cadeler Shares or securities convertible into Cadeler Shares through directed offerings without pre-emptive rights for existing holders of Cadeler Shares and Cadeler ADSs. For example, Cadeler has carried out four equity capital raises without pre-emptive rights since its listing on the Oslo Stock Exchange (the “OSE”) in November 2020, raising gross proceeds in aggregate of approximately EUR 546.8 million, principally to finance its new build program. It is possible that Cadeler may decide to offer additional Cadeler Shares or other securities in Cadeler in connection with new capital investments in the future, unanticipated liabilities and expenses, future acquisitions, any share incentive or share option plan, or for any other purposes. Any such offer could reduce the proportionate ownership and voting interests of holders of Cadeler Shares and Cadeler ADSs as well as the earnings per share and the net asset value per share, and any such offering by Cadeler could also have a material adverse effect on the market price of Cadeler Shares and Cadeler ADSs.

The market value of Cadeler ADSs and Cadeler Shares and dividends are subject to exchange risk.

The Cadeler Shares have a nominal value in DKK, while priced in NOK when listed and traded on the OSE. In addition, Cadeler ADSs are listed and admitted to trading, and the Cadeler Shares underlying such Cadeler ADSs are listed (but not admitted to trading), on the New York Stock Exchange (the “NYSE”), where they are priced in USD. Any future payments of dividends on the Cadeler Shares listed on the OSE and the NYSE is expected to be paid in NOK and/or USD, respectively. Additionally, the Cadeler Group prepares its financial statements in EUR, which is also the functional currency of the Cadeler Group, and a majority of Cadeler’s contractual obligations are either in EUR or USD, including the remaining payments for the orders of the A-Class New Builds. Income is primarily invoiced in EUR, as are most costs, or in DKK, which is pegged to the EUR. Accordingly, transactions in a currency other than the EUR are translated into EUR using the exchange rates at the dates of

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the transactions and the Cadeler Group’s revenue, costs and results may increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. As a result of these factors, investors are subject to adverse movements in NOK, DKK, EUR and USD against the respective other currencies, and the dividends paid on the Cadeler Shares or price received in connection with the sale of such Cadeler Shares could be materially adversely affected by such exchange rate movements.

Holders of Cadeler ADSs may not be able to exercise voting rights or receive distributions as readily as holders of Cadeler Shares.

Holders of Cadeler ADSs who would like to vote their underlying Cadeler Shares at general meetings of Cadeler Shareholders must timely instruct the Depositary on how to vote these underlying Cadeler Shares in advance of such meeting to enable the Depositary to submit the votes ahead of the deadline set out in Cadeler’s notice for the meeting. Neither Cadeler nor the Depositary can guarantee that holders of Cadeler ADSs will receive the notice for any general meeting or any voting materials provided by Cadeler or the Depositary in time to ensure that you are able to instruct the Depositary to vote the Cadeler Shares underlying their Cadeler ADSs. Furthermore, the Depositary and its agents are not responsible for failure to carry out voting instructions or for the manner of carrying out voting instructions. Therefore, there is a risk that the vote of holders of Cadeler ADSs may not be carried out in the manner intended and, in such instance, there would be no recourse available to them. Holders of Cadeler ADSs also may not receive the distributions that Cadeler makes on the Cadeler Shares or any value for them if it is illegal or impracticable for the Depositary to make them available to them.

The Deposit Agreement includes a jury trial waiver provision and a forum selection provision, as a result of which holders of Cadeler ADSs may not be entitled to a jury trial or to bring a claim in a judicial forum they find favorable with respect to claims arising under the Deposit Agreement, each of which could result in less favorable results to the plaintiff(s) in any such action.

On December 19, 2023 Cadeler, JPMorgan Chase Bank, N.A., in its capacity as depositary (the “Depositary”) and all holders and beneficial owners from time to time of ADRs issued thereunder, entered into a deposit agreement (the “Deposit Agreement”). The Deposit Agreement governing the Cadeler ADSs provides that holders and beneficial owners of Cadeler ADSs, including those who acquire Cadeler ADSs in the secondary market, irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relating to the Deposit Agreement or the Cadeler ADSs, including claims under U.S. federal securities laws, against Cadeler or the Depositary to the fullest extent permitted by applicable law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the Deposit Agreement with a jury trial. To Cadeler’s knowledge, the enforceability of a jury trial waiver under the U.S. federal securities laws has not been finally adjudicated by a federal court, and holders of the Cadeler ADSs are not able to waive Cadeler’s or the Depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.

In addition, the Deposit Agreement governing the Cadeler ADSs provides that by holding or owning Cadeler ADSs or an interest therein, holders and beneficial owners of Cadeler ADSs irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or Cadeler brought by holders or beneficial owners, arising out of or based upon the Deposit Agreement, the Cadeler ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the U.S. Securities Act, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Any person or entity purchasing or otherwise acquiring any Cadeler ADSs, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to this choice of forum provision. This forum selection provision seeks to reduce litigation costs and increase outcome predictability. While forum selection provisions have been upheld by courts in certain states, it is possible that in connection with any action a court could find the forum selection provision to be inapplicable or unenforceable in such action. If a court were to find the forum selection provision inapplicable to, or unenforceable in respect of, one or more actions or proceedings, a holder or beneficial owner of Cadeler ADSs may incur additional costs associated with resolving such action in other jurisdictions and may not obtain the benefits of limiting jurisdiction to the courts selected. To the extent that such claims may be based upon federal law claims, Section 27 of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the U.S. Exchange Act or the rules and regulation thereunder. Furthermore, Section 22 of the U.S. Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Actions by beneficial owners and holders of Cadeler ADSs to enforce any duty of liability created by the U.S. Exchange Act, the U.S. Securities Act or the respective rules and regulations thereunder must be brought in the U.S. District Court for the Southern District of New York. Holders of Cadeler ADSs will not be deemed to have waived Cadeler’s compliance with the federal securities laws and regulations promulgated thereunder.

The jury trial waiver provision and the forum selection provision of the Deposit Agreement can discourage claims or limit the ability of holders of Cadeler ADSs to bring a claim in a judicial forum that they find favorable. In addition, there may be imbalances of resources between Cadeler and the Depositary and holder(s), including in regard to access to information. If any holder or beneficial owner of Cadeler ADSs brings a claim against Cadeler or the Depositary in connection with matters arising under the Deposit Agreement or the Cadeler ADSs, such holder or beneficial owner may not be entitled to a jury trial with respect to such claims. If a lawsuit is brought against Cadeler and/or the Depositary under the Deposit Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in increasing costs of bringing a claim. A case that is only heard by a judge or justice of the applicable trial court may result in different outcomes than a trial heard by jury would have, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.

No condition, stipulation or provision of the Deposit Agreement or Cadeler ADSs serves as a waiver by any holder or beneficial owner of Cadeler ADSs or by Cadeler or the Depositary of compliance with any provision of the U.S. federal securities laws.

Cadeler’s largest shareholders have significant voting power and the ability to influence matters requiring shareholder approval. Sales of substantial amounts of Cadeler Shares by Cadeler’s largest shareholders could reduce the price of Cadeler Shares.

Based on information provided in connection with their latest notifications to Cadeler, BW Altor Pte. Ltd. (“BW Altor”) has an ownership interest in Cadeler of approximately 27.40% and Scorpio Holdings Limited (“Scorpio Holdings”) has an ownership interest of approximately 12.09%. Accordingly, each of BW Altor and Scorpio Holdings may have the ability to influence matters that require approval by a majority of shareholders at a general meeting, including the appointment of directors and payment of dividends, and exercise of significant influence in matters where a majority or special majority is required, including mergers and other extraordinary transactions, as well as amendments of the combined company’s organizational documents and alterations of its capital structure, including authorizing the issue of new shares or share buybacks of existing shares. The interests of each of BW Altor and Scorpio Holdings may differ significantly from or compete with Cadeler’s interests or those of other Cadeler Shareholders, and it is possible that each of BW Altor and Scorpio Holdings may exercise significant influence or control over the Cadeler in a manner that is not in the best interests of all Cadeler Shareholders or with which other investors may not agree. This concentration of ownership and voting power could delay, postpone or prevent a change of control in Cadeler, impede mergers,

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consolidation, takeover or other forms of combinations involving Cadeler, or discourage a potential acquirer from attempting to obtain control of Cadeler.

In addition, if any of Cadeler’s largest shareholders sell substantial amounts of their shareholdings in the public market or if there is a perception in the market that such substantial sales may occur in the future, the market price of the Cadeler Shares could fall. The occurrence of such substantial sales or the perception that substantial sales of Cadeler Shares may occur in the future could put downward pressure on the market price of Cadeler Shares and may make it more difficult for Cadeler to raise additional financing through the sale of equity or equity related securities in the future at a time and price that Cadeler deems reasonable or appropriate.

If insolvency proceedings are commenced against Cadeler resulting in a liquidation, the Cadeler Shareholders may only be entitled to receive a liquidation dividend from Cadeler to the extent that all of Cadeler’s liabilities have been paid to creditors in full.

Any insolvency proceedings with respect to Cadeler will be subject to the insolvency laws applicable to Danish limited liability companies as set out in the Danish Act no. 1600 of December 25, 2022 on bankruptcy or other applicable laws. If insolvency proceedings are commenced against Cadeler resulting in a liquidation, Cadeler Shareholders may only be entitled to receive a liquidation dividend from Cadeler to the extent that all of Cadeler’s liabilities have been paid to creditors in full. If the liquidation of Cadeler’s assets does not generate sufficient proceeds for the bankruptcy estate to pay any liquidation dividend to Cadeler’s shareholders, any equity investment in Cadeler may be lost.

There can be no assurances that Cadeler will not be a passive foreign investment company (a “PFIC”) for any taxable year, which would generally result in adverse U.S. federal income tax consequences to U.S. investors in Cadeler ADSs or Cadeler Shares.

In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For the purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains and certain rents and royalties, but does not include income received as compensation for services. Cash and cash equivalents are generally treated as passive assets. Goodwill and other intangible assets are generally treated as active assets to the extent associated with activities that generate non-passive income.

Cadeler’s gross income consists primarily of gross income from time charter hire services contracts with customers where the Cadeler Group utilizes its vessels, equipment and crew to deliver a service to the customer based on either a fixed day rate or milestone deliverables. Customers cannot charter a vessel from the Cadeler Group without also receiving the relevant wind turbine installation, engineering or maintenance services from the vessel’s crew. While the treatment of the gross income from time charter hire services for purposes of the PFIC rules is unclear, Cadeler intends to take the position that such income is non-passive income from services (rather than rental income). This position is based on general U.S. federal income tax law principles and court decisions that distinguish between income from services and rental income for other tax purposes. However, there is a court decision that characterized time charter income as rental income, rather than income from services, for another (not PFIC) tax purpose. Although the IRS indicated that it disagreed with that court decision, and although the facts of the court case may be different from Cadeler’s business model, there is no assurance that the IRS or a court will not treat Cadeler’s gross income from time charter hire services contracts as rental income, in which case the income (and the assets that produce it) may be treated as passive, unless the income is treated as derived in an active conduct of a trade or business under relevant Treasury regulations.

Assuming that Cadeler’s gross income from time charter hire services contracts with customers is not passive income, Cadeler does not believe it was a PFIC for 2025. However, Cadeler’s PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year, and will depend, among other things, on the composition and character of its income and assets and the value of its assets from time to time (including the value of its goodwill and other intangible assets, which may be determined, in part, by reference to its market capitalization, which could be volatile). Accordingly, there can be no assurance that Cadeler will not be a PFIC for any taxable year. If Cadeler is a PFIC for any taxable year during which a U.S. investor owns Cadeler ADSs or Cadeler Shares, the U.S. investor will generally be subject to adverse U.S. federal income tax consequences, including increased taxes on gains and certain distributions as well as reporting requirements. See also Item 10.E. “Taxation—Material U.S. Federal Income Tax Considerations—Passive foreign investment company rules.”

Item 4. Information on the Company

A. History and development of the company

Cadeler A/S was incorporated under the laws of Denmark on January 15, 2008 and has, from its incorporation, operated solely in the market for offshore wind. The Cadeler Group is headquartered in Copenhagen, Denmark and currently operates 10 offshore jack-up wind installation vessels, with two new builds on order. In addition to the transportation and installation of offshore wind turbine generators (“WTGs”) and their foundations, the Cadeler Group provides operations and maintenance, decommissioning and other general construction services to the offshore wind industry.

The Cadeler Shares are listed on the OSE (ticker: CADLR), where they have been listed since November 2020. The Cadeler ADSs are listed on the NYSE (ticker: CDLR), where they have been listed since December 2023. Each Cadeler ADS represents four (4) Cadeler Shares.


Legal name:			Cadeler A/S
Commercial name:			Cadeler
Date of incorporation:			January 15, 2008
Legal form of the Company:			A Danish public limited liability company
Legislation under which the Company operates:			Danish law
Country of incorporation:			Denmark
Address:			Kalvebod Brygge 43, DK-1560 Copenhagen, Denmark
Telephone Number:			+45 3246 3100

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Important events in 2025 and 2026 to date

Reference is made to the sections titled “Business Review” and “The Year 2025 in Brief” on pages 6-12 of the Annual Report 2025 for information on important events in 2025 and 2026 to date.

Capital expenditure

For capital expenditure since the beginning of 2023 (including current capital expenditures and methods of financing), reference is made to the section titled “Finance Review” on pages 13-20 of the Annual Report 2025.

No significant divestments took place in the period 2023-2025.

Public takeover offers in respect of the Cadeler Shares

No such offers occurred during 2025 or have occurred in 2026 to date.

Available information

The SEC maintains a website at www.sec.gov which contains, in electronic form, each of the reports and other information that Cadeler has filed electronically with the SEC. Cadeler’s website address is www.cadeler.com. The information contained on, or accessible through, the website is not incorporated by reference herein, and any information contained in, or that can be accessed through, the website should not be considered as part hereof. The website address has been included as an inactive textual reference only.

B. Business overview

Description of Company’s operations and principal markets

The Cadeler Group is a leading offshore wind installation vessel contractor. The Cadeler Group is headquartered in Copenhagen, Denmark and currently operates 10 offshore jack-up wind installation vessels, with two new builds on order. The Cadeler Group operates within the market for the transportation and installation of offshore WTGs and their foundations. In addition to wind farm installation, the Cadeler Group’s vessels can perform maintenance, decommissioning, and other general construction tasks within the offshore industry.

Management believes that there is strong underlying demand for installation services in offshore wind and, with relevant vessel supply expected to be limited, that there are good employment prospects for the Cadeler Group’s vessels, which are optimized for transportation and installation of offshore WTGs and their foundations.

The Cadeler Group’s fleet currently comprises one A-Class Vessel (Wind Ally), two P-Class Vessels (Wind Peak and Wind Pace), two M-Class Vessels (Wind Maker and Wind Mover), two O-Class Vessels (Wind Orca and Wind Osprey), Wind Keeper, Wind Scylla and Wind Zaratan. The Cadeler Group has placed orders for two A-Class New Builds (to be named Wind Ace and Wind Apex). The Cadeler Group expects to take delivery of the two A-Class New Builds in the third quarter of 2026 and first half of 2027, respectively. Cadeler refers to its next-generation wind installation vessels as P-Class vessels, to the similar next-generation wind installation vessels previously commissioned by Eneti as M-Class vessels, and to its vessels specifically intended to be used for the installation of WTG foundations as A-Class vessels. Crane upgrades of the O-Class Vessels were completed in 2024, ensuring that the O-Class Vessels are capable of handling the next generation of offshore wind turbines.

The Cadeler Group’s customer base consists of offshore wind farm developers, original equipment manufacturers and various offshore contractors. As of December 31, 2025, the Cadeler Group had completed approximately 40 offshore projects since 2012 and management believes that the Cadeler Group is well positioned in its current market, including in light of its contracts with “blue-chip” customers such as Siemens Gamesa Renewable Energy, Vestas, Ørsted, Vattenfall and ScottishPower Renewables. In the years ended December 31, 2025, 2024 and 2023, the Cadeler Group worked on projects in the United Kingdom, the United States, Germany, Poland, Taiwan, France and the Netherlands.

Segment information

The Cadeler Group’s management does not segment its operations or otherwise make operating decisions based solely on customer type, type of service or geographical segments. The Cadeler Group operates 10 jack-up wind installation vessels, all of which are viewed as operating within one segment and each of which can, subject to applicable technical and regulatory restrictions, operate in any geographical area. Accordingly, the Cadeler Group has only one operating segment.

Seasonality

The market for wind installation vessels has historically exhibited seasonal variations in demand as well as cyclical peaks and troughs and, as a result, variable charter hire rates. This seasonality may result in quarter-to-quarter volatility in the Cadeler Group’s operating results. The market is typically stronger in the summer months and shoulder seasons, when weather conditions are more favorable for offshore construction activities. As a result, the revenues of European operators of wind installation vessels in general have historically been weaker during the fiscal quarters ended December 31 and March 31, and, conversely, been stronger in the fiscal quarters ended June 30 and September 30. Due to global expansion, these trends may vary according to continental seasonality. This seasonality may materially affect operating results.

Patents

The Cadeler Group has trademark rights to the Cadeler name, logo and domain, but is not otherwise materially dependent on any patents, trademarks, licenses or new manufacturing processes.

Impact of regulation

Reference is made to the section titled “Regulatory,” on pages 26-30 of the Annual Report 2025 for information on the impact of regulation.

Market and competition

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The Cadeler Group operates within the offshore wind farm transportation and installation vessel market, which constitutes a part of the global wind energy industry. The fundamental driver of wind energy installation activity is energy companies’ investments in developing and installing renewable energy capacity. At the heart of these investment decisions is the levelized cost of energery (“LCOE”), a measure of the average net present cost of electricity generation for a particular project over its lifetime, alongside broader strategic considerations, including the decarbonization of the energy sector to limit climate change and achieve a more sustainable energy mix globally.

The engineering challenges presented by the transportation and installation of turbines at sea have resulted in the development of specialist equipment and innovative construction techniques. The wind turbine itself is constructed in sections. The sections split the structure into main components which include: the foundations or substructure, the tower (which may itself be constructed in sections), the nacelle (housing the generator), the hub and the blades. These components are assembled at sea by wind installation vessels.

Key competitive parameters for wind farm transportation and installation vessels include, among other things:

•Lifting height capacity above sea level: for the next generation of turbines, it is expected that the hub heights may reach 160 – 180 meters;

•Lifting heights above main deck: for the next generation turbines, it is anticipated that towers may be 125 – 150 meters high;

•Large deck space and variable load capacity: in order to be able to transport very large and heavy foundations often exceeding 2,000 tons per unit, nacelles of up to 1200 tons per unit and blades with lengths exceeding 120m; and

•Crane capacity: if targeting installation of heavy foundations/substructures or focusing on next generation wind turbine jacket foundations, the crane capacity is a key parameter due to the overturning moment capacity required.

Growth and demand within the offshore wind farm transportation and installation vessel market are affected by, among others, the following factors:

•Energy companies’ investment levels in renewable energy: Energy companies’ investment levels in developing offshore wind farms are the key driver of demand for transportation and installation vessels, which are, in turn, dependent on energy prices and the competitiveness of developing offshore wind projects.

•Cost of completing offshore wind projects & LCOE: Long term prospects for offshore wind depend to a large extent on how competitive offshore wind is compared to other sources of electricity. The LCOE combines all of the cost elements that are attributed to offshore wind projects into a single number representing the average generation cost for the projects. This metric measures the attractiveness of developing offshore wind projects versus other sources of energy.

•Consumer pricing (Consumer willingness to pay): Using renewable energy for domestic consumption has been identified as a key strategy by the Intergovernmental Panel on Climate Change to reduce greenhouse gas emissions. As part of the success of offshore wind, the declining costs and increased competitiveness have made the outbuild of offshore wind much faster. Critical to the success of this is to know whether consumers are willing to pay to increase the proportion of electricity generated from renewable energy in their electricity portfolio.

•Technology and innovation: The global offshore wind market has been gaining momentum over the last decade, benefitting from rapid technology improvements. Equipment suppliers have focused research and development spending on bigger and better performing offshore wind turbines, a technology that has grown in physical size and rated power output. With the continuous technology leaps propelling the offshore wind industry, larger and larger turbines are coming to market, in terms of size and swept area, which in turn raises the turbines’ maximum output. The tip height of commercially available turbines increased from just over 100 meters in 2010 (~3 MW turbine) to more than 200m in 2016 (8 MW turbine) and the swept area increased by 230%. The industry standard is currently a 15MW turbine, with even larger turbines expected to enter production in the medium term. Larger turbines require larger foundations and hence construction becomes more challenging. The trend is expected to lead to increased demand for high-end transportation and installation vessels.

•Political and regulatory environment: Changes in the political, economic and regulatory environment across regions affect the global demand for offshore wind development. The political and regulatory regimes of a country also have a significant impact on the economic attractiveness of developing offshore wind farms.

•Global energy transition: Focus on the environment has been and will continue to be one of the most important drivers for developing offshore wind projects. The global energy markets are currently in a megatrend towards greener and sustainable energy solutions. Reducing energy-related CO2 emissions is at the heart of this transformation. Shifting the world away from the consumption of fossil fuels that cause climate change and towards cleaner, renewable forms of energy is key to the world reaching agreed climate goals.

The Cadeler Group has a number of well-established competitors, including DEME Offshore, Jan de Nul (both Belgium-headquartered), Fred. Olsen (Norway-headquartered) and Van Oord (Netherlands-headquartered). In addition, Seaway7, Dominion Energy, and Maersk have each taken delivery of new build wind installation vessels. These companies will directly compete (and in a number of cases are already directly competing) with the Cadeler Group in tenders for wind foundation and turbine installation projects.

C. Organizational structure

The following chart is a simplified presentation of the Cadeler Group’s organizational structure as of the date of this Annual Report on Form 20-F, identifying the Cadeler Group’s significant subsidiaries, their country of incorporation as well as the Cadeler Group’s direct or indirect ownership percentage.

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In 2024, Cadeler announced that it is considering the re-domiciliation of its parent company to the United Kingdom. A detailed feasibility analysis, including a review of legal, tax and other considerations, is ongoing and no final decision with respect to such a re-domiciliation has been made at this time. It is anticipated that, if Cadeler determines to proceed with a re-domiciliation to the United Kingdom, it would maintain stock exchange listings on the Oslo Stock Exchange and the NYSE.

D. Property, plants and equipment

Reference is made to Note 13 to the Consolidated Financial Statements, “Property, Plant and Equipment,” included in the Annual Report 2025, for information on property, plants and equipment.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

A. Operating results

Reference is made to the discussion of Cadeler’s results of operations and financial condition as of December 31, 2025 and 2024 and for the financial years ended December 31, 2025 and 2024 included in the section titled “Finance Review” on pages 13-20 of the Annual Report 2025, except that where references therein are made to EBITDA they should be replaced by Adjusted EBITDA (see also “—Non-IFRS Financial Measures”).

Non-IFRS Financial Measures

To supplement its financial information presented in accordance with IFRS, the Cadeler Group uses certain non-IFRS metrics, including Adjusted EBITDA, when measuring performance, including when measuring current period results against prior periods. Because of its non-standardized definition, these non-IFRS measures (unlike IFRS measures) may not be comparable to the calculation of similar measures of other companies. These supplemental non-IFRS measures are presented solely to permit investors to more fully understand how the Cadeler Group management assesses underlying performance. These supplemental non-IFRS measures are not, and should not, be viewed as a substitute for IFRS measures. Management believes the presentation of these non-IFRS measures provides investors with greater transparency and supplemental data relating to the Cadeler Group’s financial condition and results of operations, and therefore a more complete understanding of factors affecting its business and Cadeler Group’s operating performance. In addition, management believes the presentation of these non-IFRS measures is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items such as asset sales, write-offs, contract termination costs or items outside of management’s control.

Adjusted EBITDA

The Cadeler Group uses earnings before interest, tax, finance income/costs and depreciation and amortization (“Adjusted EBITDA”) as a performance measure for financial performance.

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The table below shows a reconciliation from profit for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA.


	Year ended December 31, 2025	Year ended December 31, 2024
	(EUR million)	(EUR million)
Profit for the period	280.2	65.1
Income tax expense / (credit)	7.7	2.4
Finance income	(7.5)	(5.2)
Finance costs	37.4	7.2
Depreciation and amortization	107.6	56.5
Adjusted EBITDA	425.4	126.0

Reference is made to the discussion of Cadeler’s results of operations and financial condition as of December 31, 2024 and 2023 and for the financial years ended December 31, 2024 and 2023 included in the section titled “Operating Results” on pages 32-33 of Cadeler’s annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 25, 2025 (the “2024 Annual Report on Form 20-F”).

Reference is also made to the sections titled “Forward-looking statements” and Item 3.D. “Risk Factors” of this Annual Report on Form 20-F and to the section titled “Finance Review—Special Risks” on pages 23-25 of the Annual Report 2025. The analysis and discussion included in the Annual Report 2025 is primarily based on the Cadeler Group’s consolidated financial statements which are prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Segment information

Reference is made to Note 3 to the Consolidated Financial Statements, “Revenue—Operating segments and geographical information,” in the Annual Report 2025.

Foreign currencies

Reference is made to Note 2 to the Consolidated Financial Statements, “Basis of Presentation and other significant accounting policies—Currency translation,” in the Annual Report 2025.

Governmental policies

Reference is made to the section titled “Regulatory,” on pages 26-30 of the Annual Report 2025 and Item 4 hereof.

Off-balance sheet arrangements

As of December 31, 2025, the Cadeler Group did not have any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on the Cadeler Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than those related to debt facilities not yet utilized and commitments related to the A-Class New Builds and future lease commitments discussed elsewhere in this Annual Report on Form 20-F. The Cadeler Group has uncommitted guarantee facilities in the aggregate amount of EUR 302.4 million (of which EUR 200 million are secured and EUR 102.4 million are unsecured guarantee facilities), which are used principally to issue ordinary course performance guarantees on behalf of Cadeler and its subsidiaries to customers demanding security for the performance of contract responsibilities. As of December 31, 2025, the Cadeler Group had utilised a total of EUR 252.5 million under its guarantee facilities (of which, EUR 157.2 million under its secured guarantee facilities and EUR 95.3 million under its unsecured guarantee facilities).

B. Liquidity and capital resources

Funding and liquidity

The Cadeler Group’s objective when managing capital is to ensure its ability to continue as a going concern and to maintain an optimal capital structure. In order to achieve this overall objective, the Cadeler Group’s capital management, among other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define the Cadeler Group’s capital structure requirements. Breaches in meeting the financial covenants would permit the relevant lender(s) to immediately call loans and borrowings. There were no breaches of the financial covenants under any of the Cadeler Group’s interest-bearing loans during the year ended December 31, 2025 and management believes that the Cadeler Group has sufficient headroom to comply with its debt covenants for at least 12 months following the date of this Annual Report on Form 20-F.

In order to maintain or adjust its capital structure in the future, the Cadeler Group may repurchase outstanding shares or pay dividends to its shareholders (where it is permitted to do so pursuant to the terms of its credit facilities), issue new shares and/or sell assets to reduce debt. The Cadeler Group manages its liquidity risk by ensuring that it has sufficient cash and credit facilities to meet operational needs and new vessel instalments, as described below.

Financing arrangements

On November 15, 2023, Cadeler entered into an unsecured green corporate term loan facility arranged and coordinated by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”) in an initial aggregate amount of EUR 50 million (for a five-year tenor) with a non-committed accordion option of up to EUR 50 million (the “2023 Holdco Facility”). On March 7, 2024, the 2023 Holdco Facility was increased from EUR 50 million to EUR 80 million. On August 26, 2024, the Cadeler Group further increased the capacity available to it under the 2023 Holdco Facility, with the lender commitments thereunder increased by EUR 45 million, bringing the total capacity available to the Cadeler

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Group thereunder to EUR 125 million. The proceeds of the 2023 Holdco Facility are to be used, amongst other purposes, for the partial funding of the wind installation activities of the Cadeler Group and for general corporate purposes. The 2023 Holdco Facility may not be reborrowed once repaid and contains customary financial and other covenants, including certain change of control provisions. A change of control will be deemed to have occurred under the 2023 Holdco Facility if (i) together, the interests of Andreas Sohmen-Pao, his immediate family and their respective heirs and successors, including trusts or similar arrangements of which they are individual or collective beneficiaries (the “Sohmen Family Trust”) and the BW Group cease to beneficially and legally hold (directly or indirectly) 17.5% or more of the issued share capital or voting rights of Cadeler; or (ii) any person other than the BW Group or Swire Pacific and its subsidiaries from time to time gains control of 25% or more of the issued share capital or voting rights of Cadeler; provided that in no case shall a change of control be deemed to have occurred if neither the BW Group nor the Sohmen Family Trust has divested any of the Cadeler Shares they held as of November 15, 2023. The 2023 Holdco Facility is governed by English law.

The 2023 Holdco Facility bears interest at three-month EURIBOR plus the applicable margin. As of December 31, 2025, the full amount of the funding available under the 2023 Holdco Facility had been drawn.

On December 7, 2023 Cadeler entered into a facilities agreement for senior secured green credit and guarantee facilities (the “Green Corporate Facility”) of up to EUR 550 million with a group of banks led by DNB and supported by Rabobank, Credit Agricole, Danske Bank, Oversea-Chinese Banking Corporation (“OCBC”), Standard Chartered Bank and Société Générale initially providing for (i) a revolving credit facility of up to EUR 250 million (with a five-year tenor) (the “RCF-A Facility”), (ii) a revolving credit facility of up to EUR 100 million (originally with an 18-month tenor) (the “RCF-B Facility”), (iii) a term loan of up to EUR 100 million (with an 8.5-year tenor), guaranteed by The Danish Export and Investment Fund of Denmark (EIFO), and (iv) an uncommitted guarantee facility of up to EUR 100 million, available until 19 December 2028. The Green Corporate Facility was entered into for the purpose of refinancing certain existing facility agreements, obtaining financing for general corporate purposes and funding the Cadeler Group’s working capital requirements. Borrowings under each of the RCF-A Facility and the RCF-B Facility may be drawn and repaid at any time and may be re-borrowed until the relevant facility terminates (at which time any balance must be repaid as a bullet repayment). Under the guarantee facility, Cadeler may request that the lender/issuing bank issue letters of credit as security for the contracts of employment for the Cadeler Group’s vessels. On August 6, 2024, the Cadeler Group achieved the extension of the RCF-B Facility to June 19, 2026 and the increase of the uncommitted guarantee line under the Green Corporate Facility from EUR 100 million to EUR 200 million. Total drawings under the Green Corporate Facility are limited to a maximum of EUR 450 million until the maturity of the RCF-B Facility and thereafter to a maximum of EUR 350 million for the remaining term of the Green Corporate Facility. The Green Corporate Facility is secured by guarantees from Wind Orca Limited, Wind Osprey Limited, Wind Scylla Limited and Seajacks 3 Japan LLC, first priority mortgages granted over the O-Class Vessels as well as Wind Scylla and Wind Zaratan, first priority assignments of the insurance policies and earnings of the O-Class Vessels as well as Wind Scylla and Wind Zaratan, and contains customary financial and other covenants including change of control provisions similar to those included in the P-Class Facility (as described below). The Green Corporate Facility is governed by English law.

The Green Corporate Facility bears interest at three-month EURIBOR plus the applicable margin, and subject to a green loan margin discount as long as the Cadeler Group is in compliance with certain green loan criteria defined in Cadeler’s Green Finance Framework. As of December 31, 2025, the Cadeler Group was in compliance with these green loan criteria and expects to remain compliant for the duration of the Green Corporate Facility. As of December 31, 2025, EUR 283 million was outstanding under the Green Corporate Facility.

On December 22, 2023, Cadeler and two of its subsidiaries, Wind Peak Limited (then known as Wind N1063 Limited) and Wind Pace Limited (then known as Wind N1064 Limited), entered into a Sinosure-backed senior secured green term loan facility of up to EUR 425 million (with a 12-year tenor), with a group of banks led by DNB and supported by Rabobank, Santander, Credit Agricole, CIC, HSBC, KfW-IPEX, OCBC, Société Générale, Sparebank 1 SR-Bank and Standard Chartered Bank, to finance the purchase of the P-Class Vessels (the “P-Class Facility”). In August 2024, Cadeler requested the utilization of EUR 210 million under the P-Class Facility to finance the final instalment for the delivery, in the same month, of the first P-Class Vessel, Wind Peak, and in March 2025, Cadeler requested the utilization of EUR 211 million under the P-Class Facility to finance the final instalment for the delivery, in the same month, of the second P-Class Vessel, Wind Pace. The funds borrowed under the P-Class Facility may not be reborrowed once repaid. The P-Class Facility is secured by a guarantee from Cadeler, first priority mortgages over each of the P-Class Vessels, first priority assignments of the insurance policies and earnings of each of the P-Class Vessels, and contains customary financial and other covenants including certain change of control provisions. A change of control will be deemed to have occurred under the P-Class Facility if any person or group of persons acting in concert (other than Swire Pacific or the BW Group) become the legal and beneficial owner of more than 25% of Cadeler’s issued and outstanding share capital. The P-Class Facility is governed by English law.

In connection with the Business Combination, the Cadeler Group acquired a USD 436 million senior secured green term loan facility which Eneti had entered into in November 2023 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, to fund the purchase of the M-Class New Builds. On August 16, 2024, following the Business Combination, Cadeler successfully refinanced this facility, with Cadeler and certain of its subsidiaries including, amongst others, Wind Maker Limited (then known as Seajacks 1 Limited) and Wind Mover Limited (then known as Seajacks 4 Limited), entering into senior secured green term loan facility agreements (each with a 12-year tenor from the delivery of the relevant vessel) for an aggregate of up to EUR 420 million (the “M-Class Facilities”) with substantially the same group of international banks and export credit agencies. In January 2025, Cadeler requested the utilization of EUR 212 million under the M-Class Facilities to finance the final instalment for the delivery, in the same month, of the first M-Class Vessel, Wind Maker, and in November 2025, Cadeler requested the utilization of EUR 208 million under the M-Class Facilities to finance the final instalment for the delivery, in the same month, of the second M-Class Vessel, Wind Mover. The terms of the M-Class Facilities are substantially identical to those of the P-Class Facility.

On March 21, 2025, Cadeler and two of its subsidiaries, Wind Ally Limited and Wind Ace Limited, entered into a Sinosure-backed senior secured green term loan facility of up to EUR 525 million (with a 12-year tenor), with a group of banks led by DNB and supported by Credit Agricole, CIC, HSBC, KfW-IPEX, OCBC, Rabobank, Santander, Société Générale, Sparebank 1 SR-Bank and Standard Chartered Bank, to finance the purchase of the first two of the Cadeler Group’s three A-Class Vessels (the “A-Class Facility”) and associated mission equipment. In September 2025, Cadeler requested utilization of EUR 228 million under the A-Class Facility to finance the final instalment for the delivery, in the same month, of the first A-Class Vessel, Wind Ally. In December 2025, Cadeler requested utilization of EUR 35 million under the A-Class Facility to finance the final instalment for the delivery, in the same month, of certain mission equipment for Wind Ally. The terms of the A-Class Facility are substantially identical to those of the P-Class Facility and the M-Class Facilities.

On May 22, 2025, Cadeler and its subsidiary, Wind Keeper Limited, entered into a EUR 150 million facilities agreement (the “Wind Keeper Bridge Facility”) in order to finance the purchase of Wind Keeper. On May 22, 2025, Cadeler requested utilization of EUR 88 million of the Wind Keeper Bridge Facility, and a further EUR 62 million utilization was requested on June 24, 2025. On July 21, 2025, the Cadeler Group entered into a green term loan facility of up to EUR 125 million (with a five-year tenor) with DNB, KfW-IPEX and Sparebank 1 SR-Bank (the

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“Wind Keeper Facility”) to secure the refinancing, in substantial part, of the Wind Keeper Bridge Facility with a long-term facility. On October 17, 2025, Cadeler repaid the Wind Keeper Bridge Facility of EUR 150 million in full, funded by the drawdown on the same date of the full amount of the EUR 125 million Wind Keeper Facility together with EUR 25 million in cash.

On November 28, 2025, Cadeler entered into an unsecured green corporate term loan facility arranged and coordinated by HSBC and Clifford Capital Holdings Pte. Ltd. (“Clifford Capital”), with both HSBC and Clifford Capital as lenders, in an aggregate amount of EUR 60 million with a non-committed accordion option of up to EUR 80 million (the “2025 Holdco Facility” and, together with the 2023 Holdco Facility, the “Holdco Facilities”). The 2025 Holdco Facility, the terms of which are substantially identical to those under the 2023 Holdco Facility, will be used for general corporate purposes, enhancing Cadeler’s balance sheet and its financial flexibility. The 2025 Holdco Facility bears interest at three-month EURIBOR plus the applicable margin. As of December 31, 2025, the full amount of the funding available under the 2025 Holdco Facility had been drawn.

The following table sets forth the Cadeler Group’s financial debt as of the dates indicated:


	December 31,
	2025	2024	2023

		(EUR million)
Cash and cash equivalents	151.7	51.3	96.6
Liquidity	151.7	51.3	96.6
Current debt to credit institutions	(116.1)	(31.2)	(0.8)
Current financial indebtedness	(116.1)	(31.2)	(0.8)
Net current financial indebtedness	35.6	20.1	95.8
Non-current debt to credit institutions	(1,494.6)	(539.9)	(204.8)
Non-current financial indebtedness	(1,494.6)	(539.9)	(204.8)
Net total financial indebtedness	(1,459.0)	(519.8)	(109.0)

The following table sets forth the Cadeler Group’s lease liabilities for the years indicated:


	Year ended December 31,
	2025	2024	2023

		(EUR million)
Lease liabilities at January 1 (current and non-current lease)	11.0	1.0	0.3
Acquisition of businesses	—	—	1.3
Movements during the year	4.6	11.9	—

Cash paid for lease obligations	(2.1)	(2.0)	(0.6)
Lease liabilities at end of period (current and non-current lease)	13.5	10.9	1.0

The following table sets forth the Cadeler Group’s debts to credit institutions as of the dates and for the years indicated:


	As of and year ended December 31,
	2025	2024	2023

		(EUR million)

Debt to credit institutions at January 1	(571.0)	(205.6)	(115.0)
Overdraft facility drawn	(1,337.2)	(385.2)	(211.9)
Overdraft repayment	279.3	10.6	115.0
New loan fees	25.2	11.1	8.3
Non cash items	(7.0)	(3.5)	—
Write off of loan fees	—	—	(1.9)

Debt to credit institutions at end of period	(1,610.8)	(571.0)	(205.6)

Net working capital

The Cadeler Group assesses that, as of the date of this Annual Report on Form 20-F, its net working capital is adequate to meet its present financing requirements for at least 12 months following the date of this Annual Report on Form 20-F.

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Cash flow analysis

The following table presents the primary components of the Cadeler Group’s cash flow for the years ended December 31, 2025, 2024 and 2023:


		For the year ended December 31,
	2025		2024	2023

			(EUR million)
Net cash provided by operating activities	394.2		93.1	63.4
Net cash (used in) investing activities	(1,264.2)		(623.0)	(54.7)
Net cash (used in)/provided by financing activities	967.7		482.0	70.3
Net increase/(decrease) in cash and cash equivalents	97.7		(47.9)	79.0
Cash and cash equivalents at beginning of period	51.3		96.6	19.0
Net foreign exchange difference	2.7		2.5	(1.3)
Cash and cash equivalents at end of period	151.7		51.2	96.7

Cash and cash equivalents at December 31, 2025 amounted to EUR 151.7 million compared to EUR 51.2 million at December 31, 2024, mainly driven by the net fluctuations of operating. investing and financing activities outlined below.

Cash and cash equivalents at December 31, 2024 amounted to EUR 58.5 million compared to EUR 96.7 million at December 31, 2023, mainly driven by the net fluctuations of operating, investing and financing activities outlined below.

Net cash provided by operating activities

For the year ended December 31, 2025, cash provided by operating activities was EUR 394.2 million, compared to EUR 93.1 million for the year ended December 31, 2024, mainly driven by increased operating profit and deferred revenue.

For the year ended December 31, 2024, cash provided by operating activities was EUR 93.1 million, compared to EUR 63.4 million for the year ended December 31, 2023, mainly driven by increased operating profit and deferred revenue.

Net cash used in investing activities

For the year ended December 31, 2025, cash provided by investing activities was EUR 1,264.2 million million, compared to EUR 623.0 million for the year ended December 31, 2024, mainly driven by large asset investments, including the final instalments of Wind Maker, Wind Pace, Wind Ally and Wind Mover, other vessel upgrades and instalment payments for certain of the Group’s vessels under construction.

For the year ended December 31, 2024, cash used in investing activities was EUR 623.0 million, compared to EUR 54.7 million for the year ended December 31, 2023, mainly driven by large asset investments, including the final instalment of Wind Peak, crane upgrades and instalment payments for certain of the Cadeler Group’s vessels under construction.

Net cash (used in)/provided by financing activities

For the year ended December 31, 2025, cash provided by financing activities was EUR 967.7 million, compared to cash provided by financing activities of EUR 482.0 million for the year ended December 31, 2024, mainly driven by proceeds from borrowings of EUR 1,309.2 million (net of bank fees), partially offset by increased interest paid and repayments.

For the year ended December 31, 2024, cash provided by financing activities was EUR 482.0 million, compared to cash provided by financing activities of EUR 70.3 million for the year ended December 31, 2023, mainly driven by the capital raised in the Cadeler Group’s February 2024 private placement of EUR 152 million (after transaction costs) and proceeds from borrowings of EUR 355 million (net of bank fees and repayments).

Financing Arrangements and Commitments

Capital expenditure

The Cadeler Group defines capital expenditure as investments in property, plant and equipment. The following table sets forth the Cadeler Group’s capital expenditure (not including any capitalized interest shown under interest paid in financing activities) for the years ended December 31, 2025, 2024 and 2023.


	Year ended December 31,
	2025	2024	2023

		(EUR million)
Additions to property, plant and equipment not including capitalized interest	1,235.7	615.5	66.9

Capital expenditure (not including any capitalized interest shown under interest paid in financing activities) for the year ended December 31, 2025 increased to EUR 1,235.7 million from EUR 615.5 million in the year ended December 31, 2024, primarily due to large asset investment payments.

Capital expenditure (not including any capitalized interest shown under interest paid in financing activities) for the year ended December 31, 2024 increased to EUR 615.5 million from EUR 66.9 million in the year ended December 31, 2023, primarily due to large asset investment payments.

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The total contract value for the construction of the P-Class Vessels was approximately EUR 573 million, of which EUR 137 million was paid in 2021, EUR 14 million was paid in 2023, EUR 245 million was paid in 2024, and EUR 177 million was paid in 2025. Of the total contract value, USD 390 million was paid in USD and EUR 220 million was paid in EUR.

The total value of the contracts for the construction of the M-Class Vessels was approximately EUR 600 million, of which EUR 30 million, EUR 59 million, EUR 29 million, EUR 92 million and EUR 390 million were paid in 2021, 2022, 2023, 2024 and 2025, respectively. All contractual payments for the M-Class Vessels were made in USD.

The total value of the contracts for the construction of the A-Class Vessels is approximately EUR 981 million, of which EUR 167 million was paid in 2022, EUR 94 million was paid in 2024, and EUR 257 million was paid in 2025. The remaining amounts will be due in 2026 and 2027. Of the total contract value, USD 794 million is to be paid (or has been paid) in USD and EUR 299 million is to be paid (or has been paid) in EUR.

Financial and other long-term contractual obligations

The following table analyses the maturity profile of the financial liabilities of the Cadeler Group based on contractual undiscounted cash flows.


	Less 1 year	Between 1 and 2 years	After 2 years	Total
		(EUR million)
December 31, 2025
Trade and other payables	98.2	—	—	98.2
Payables to Related parties	0.3	—	—	0.3
Lease liabilities	1.9	2.8	8.9	13.5
Debt to credit institutions	194.5	247.7	1,607.2	2,049.5
Derivative liabilities	3.1	1.9	8.8	13.7
Total	297.9	252.4	1,624.9	2,175.2
December 31, 2024
Trade and other payables	43.6	—	—	43.6
Payables to Related parties	0.2	—	—	0.2
Lease liabilities	1.3	2.3	7.4	11.0
Debt to credit institutions	31.2	54.3	485.5	571.0
Derivative liabilities	0.2	—	16.2	16.4
Total	76.5	56.7	509.1	642.2
December 31, 2023
Trade and other payables	32.6	—	—	32.6
Payables to Related parties	0.2	—	—	0.2
Lease liabilities	0.6	0.4	—	1.0
Debt to credit institutions	0.8	—	204.8	205.6
Derivative liabilities	4.0	5.7	12.3	22.0
Total	38.2	6.1	217.0	261.3

Off-balance sheet arrangements

As of December 31, 2025, the Cadeler Group did not have any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on the Cadeler Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than debt facilities not yet utilized and commitments related to the New Builds and future lease commitments discussed elsewhere in this Annual Report on Form 20-F.The Cadeler Group has uncommitted guarantee facilities in the aggregate amount of EUR 302.4 million (of which EUR 200 million are secured and EUR 102.4 million are unsecured guarantee facilities), which are used principally to issue ordinary course performance guarantees on behalf of Cadeler and its subsidiaries to customers demanding security for the performance of contract responsibilities. As of December 31, 2025, the Cadeler Group had utilised a total of EUR 252.5 million under its guarantee facilities (of which, EUR 157.2 million under its secured guarantee facilities and EUR 95.3 million under its unsecured guarantee facilities).

Commercial commitments and contingent liabilities

On June 30, 2021, the Cadeler Group entered into a contract with COSCO to build two P-Class wind installation vessels, both of which have subsequently been delivered. On May 9, 2022, the Cadeler Group entered into a further contract with COSCO to build one new A-Class wind installation vessel, which has subsequently been delivered. On November 22, 2022, the Cadeler Group exercised an option under the May 9, 2022 contract to enter into a further contract with COSCO to build a second new A-Class wind installation vessel, and on May 22, 2024, the Cadeler Group exercised an additional option under the May 9, 2022 contract to enter into a further contract with COSCO to build a third new A-Class wind installation vessel, both of which are yet to be delivered. The Cadeler Group, as a result of the Business Combination, also inherited two contracts with Hanwha Ocean Co., Ltd. (formerly Daewoo Shipbuilding & Marine Engineering Co. Ltd) for the construction of two M-Class wind installation vessels, both of which have subsequently been delivered. The total contract sum for the P-Class Vessels, the A-Class Vessels and the M-Class Vessels amounted to approximately EUR 2.2 billion, of which EUR 167 million was paid in 2021, EUR 227 million was paid in 2022, EUR 43 million was paid in 2023, EUR 430 million was paid in 2024, EUR 824 million was paid in 2025 and EUR 33.2 million has been paid in 2026 to date. The aggregate capital expenditures estimated to be required during 2026 and 2027 in connection with the A-Class New Builds are approximately EUR 462 million.

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BW Group provided COSCO with a total of five guarantees in respect of the sums payable by Cadeler in accordance with the contracts for the construction of the P-Class Vessels and the A-Class Vessels, two of which remained outstanding as of December 31, 2025. See Note 28 to the Consolidated Financial Statements, “Commitments and Pledges,” in the Annual Report 2025 for further information.

Financial Risk Management

The Cadeler Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. Financial risk management within the Cadeler Group is the responsibility of the Cadeler Group’s management and overseen by the Cadeler Board and Audit Committee.

The fair value of the Cadeler Group’s financial assets and liabilities as of December 31, 2025 does not deviate materially from the carrying amounts as of December 31, 2024.

Quantitative and Qualitative Disclosures about Market Risk

(a) Currency risk

The Cadeler Group prepares its financial statements in EUR, which is also the functional currency of the Cadeler Group. The Cadeler Group’s business is exposed to USD, DKK, British pound sterling (“GBP”) and, to a lesser extent, the Japanese Yen and Taiwan Dollar, as certain operating expenses are denominated in these currencies. The Cadeler Group will look to use financial instruments to reduce currency risk when there is significant liability or income in a non-EUR denominated currency and there is a cost-effective solution. As a policy, the Cadeler Group seeks to hedge 50% of its identified currency risk exposures.

The largest currency risk exposure of the Cadeler Group is the future instalments for the A-Class New Builds that are denominated in USD (an aggregate of USD 478 million as of March 24, 2026). See Note 24 to the Consolidated Financial Statements, “Derivative Financial Instruments,” in the Annual Report 2025 with regards to the current instruments used to mitigate this currency risk. The relevant currency risk is also partially offset by USD-denominated income. The Cadeler Group’s management and the Cadeler Board will evaluate the potential cost and benefits of currency risk exposure on an ongoing basis.

The Cadeler Group holds cash balances in USD. If the USD:EUR exchange rate deteriorated by 10%, the Cadeler Group’s profits before tax would have decreased by EUR 1.6 million based on the Cadeler Group’s USD cash holdings as of December 31, 2025.

The Cadeler Group holds cash balances in GBP. If the GBP:EUR exchange rate deteriorated by 10% the Cadeler Group’s profits before tax would have decreased by EUR 0.4 million based on the Cadeler Group’s GBP cash holdings as at December 31, 2025.

As the DKK is pegged to the EUR, no material currency risk has been identified against the DKK even though the Cadeler Group has costs denominated in DKK. As of December 31, 2025, the Cadeler Group did not have any material NOK cash holdings.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Cadeler Group’s current exposure to the risk of changes in market interest rates relates primarily to its credit facilities. See Note 24 to the Consolidated Financial Statements, “Derivative Financial Instruments,” in the Annual Report 2025 for a description of the current instruments used to mitigate this risk. As a policy, the Cadeler Group seeks to hedge 50% of its interest rate risk exposure for vessel-related financing and 40-60% of its interest rate exposure on a total portfolio basis.

The interest rate payable under each of the Cadeler Group’s credit facilities is based on the 3-month EURIBOR interest rate plus the margin applicable under the relevant facility. The EURIBOR interest rate has a floor of zero basis points and was 2.1% and 2.9% at December 31, 2025 and 2024.

If the EURIBOR interest rate increased 100 basis points over the floor of zero basis points, and each of the Cadeler Group’s credit facilities had been drawn in full throughout the twelve months to the end of December 2025, the cost to the Cadeler Group would have increased by EUR 15.6 million (EUR 5.9 million in 2024). A portion of this variation could potentially have qualified as capitalizable borrowing costs, which would have reduced the impact on the Cadeler Group’s profits before tax.

If the EURIBOR interest rate had decreased, the Cadeler Group’s profits before tax would not have changed due to the capitalization of borrowing costs.

The Cadeler Group’s management and the Cadeler Board will evaluate the potential cost and benefits of fixed interested rate borrowings on an ongoing basis.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Cadeler Group. When dealing with banks and financial institutions, the Cadeler Group mitigates its credit risk by transacting only with counterparties who are rated “A” and above by independent rating agencies.

With respect to its customers, the Cadeler Group has adopted a practice of dealing only with customers of appropriate credit history and standing, and obtaining sufficient security, where appropriate, to mitigate identified credit risk. The Cadeler Group adopts stringent procedures on extending credit terms to customers and on the monitoring of credit risk. These credit terms are normally contractual and the Cadeler Group’s credit policies explicitly set forth guidelines on extending credit to customers, including procedures for monitoring the process of engaging with new customers and using industry best practices as a reference in setting credit terms. This includes an assessment and valuation of customers’ credit reliability and periodic review of their financial status to determine the appropriate credit limits to be granted. Customers are also assessed based on their historical payment records. Where necessary, customers may also be requested to provide security or advance payment before services are rendered.

Related party credit risk is managed by the Cadeler Group’s management and overseen by the Cadeler Board and Audit Committee.

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The maximum exposure to credit risk is the carrying amount of trade receivables and other receivables, receivables from group entities and cash and cash equivalents presented on the balance sheet.

Impairment of financial assets

The Cadeler Group assesses on a forward-looking basis the expected credit losses associated with its financial assets which are trade and other receivables, cash and cash equivalents and contract assets. Financial assets are written off when there is no reasonable expectation of recovery, such as a non-related debtor failing to engage in a repayment plan with the Cadeler Group.

Where receivables have been written off, the Cadeler Group will engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these will be recognized in profit or loss.

The Cadeler Group has applied the simplified credit loss approach by using a provision matrix to measure the lifetime expected credit losses for trade receivables from customers. To measure the expected credit losses, the Cadeler Group grouped receivables based on shared credit characteristics and days past due.

Trade receivables from external customers that are neither past due nor impaired are with creditworthy companies. Based on the provision matrix, the trade receivables from external customers are subject to immaterial credit loss. For an analysis of expected credit loss on trade receivables and contract assets, please refer to Note 16 to the Consolidated Financial Statements, “Trade and Other Receivables,” in the Annual Report 2025.

For cash and cash equivalents and other receivables that are measured at amortized cost, the Cadeler Group considers these financial assets as low credit risk. Cash and cash equivalents are mainly deposits with banks who have high credit ratings as determined by international credit rating agencies. As of December 31, 2025, cash and cash equivalents and other receivables are subject to immaterial credit loss.

There was no credit loss allowance for other financial assets at amortized cost as of December 31, 2025, December 31, 2024 and December 31, 2023.

Liquidity risk

The Cadeler Group manages its liquidity risk by maintaining sufficient cash and available funding through committed credit facilities to enable it to meet its operational requirements and to meet its obligation to make instalment payments towards the delivery of its New Builds.

For further information on the Cadeler Group’s liquidity risk, please see “—Funding and liquidity—Financing arrangements”.

The following maturity table shows the contractual obligations for the construction of the P-Class, M-Class and A-Class vessels as of the dates indicated:


	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years
As of December 31, 2025
Obligation in USD millions	301.0	195.0	—
Obligation in USD (in EUR) millions	256.0	166.0	—

Obligation in EUR millions	40.0	—	—
Total obligations (in EUR)	296.0	166.0	—

As of December 31, 2024
Obligation in USD millions	651	496	195
Obligation in USD (in EUR) millions	626	476	188

Obligation in EUR millions	65	40	—
Total obligations (in EUR)	691	516	188

As of December 31, 2023
Obligation in USD millions	328	833	180
Obligation in USD (in EUR) millions	296	752	163
	—	—	—
Obligation in EUR millions	69	99	6
Total obligations (in EUR)	365	851	169

For further information regarding interest-bearing loans and borrowings please refer to Note 23 to the Consolidated Financial Statements, “Financial Risk Management,” in the Annual Report 2025.

Fair value measurement

The Cadeler Group measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date.

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The principal or the most advantageous market must be accessible by the Cadeler Group. The fair value of an asset or a liability is measured using the assumptions that market participants would be expected to use when pricing the asset or liability, assuming that market participants act in their economic best interest.

In measuring the fair value of unlisted derivative financial instruments and other financial instruments for which there is no active market, fair value is determined using generally accepted valuation techniques. Market-based parameters such as market-based yield curves and forward exchange prices are used for the valuation.

The Cadeler Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Financial instruments for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as following:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Cadeler Group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g., over-the-counter derivatives) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. Valuation techniques applied are primarily based on marked-based inputs of the instruments. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The following table shows the fair value measurement hierarchy of the Cadeler Group’s assets and liabilities as of the dates indicated:


	Level 1	Level 2	Level 3	Total
		(EUR million)
December 31, 2025

Derivatives assets		—		—
Total financial assets at fair value through the income statement		—		—
Derivatives liabilities		2.1		2.1
Total financial liabilities at fair value through the income statement		2.1		2.1
Cash flow hedges
Derivatives assets		2.7		2.7
Cash flow hedges
Derivatives liabilities		(10.7)		(10.7)

December 31, 2024

Derivatives assets		—		—
Total financial assets at fair value through the income statement		—		—
Derivatives liabilities		—		—
Total financial liabilities at fair value through the income statement		—		—
Cash flow hedges
Derivatives assets		13.1		13.1
Cash flow hedges
Derivatives liabilities		(16.2)		(16.2)

Derivative financial instruments

(a)Hedge accounting generally

The Cadeler Group uses forward/option exchange contracts and interest rate swap contracts to hedge currency risks and interest rate risks regarding highly probable future cash flows and designates them as cash flow hedges subject to meeting the criteria for the application of cash flow hedging.

Hedging ratios are determined as the notional value of the instrument divided by the notional value of the hedged item. The Cadeler Group seeks to establish hedge relationships with a hedging ratio of 1:1. This is generally possible either by designating only a portion of the notional value of the underlying instrument as a hedge instrument or by maintaining the hedge notional value such that it is equal to or lower than that of the hedge item. The principle driver for the ineffectiveness of certain of the Cadeler Group’s hedging instruments arises from changes to the timing of the delivery of the New Build vessels. The delivery of the vessels will expose the Cadeler Group to several market risks, including currency risks and interest rate risks. The fair value reserve of the derivatives used as hedging instruments is recognized in other comprehensive income until the hedged items are realized. The table below shows the movement in the reserves for cash flow hedges, listed by the hedged risk.

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	2025	2024	2023
		(EUR million)
Fair value change of cash flow hedges
Cumulative fair value change at January 1	1.8	(21.6)	1.3
Fair value adjustment at year-end, net	(7.6)	14.6	(19.3)
Transfer to property, plant and equipment	2.5	—	—
Time value adjustment at year-end, net	(5.7)	8.8	(3.6)
Cumulative fair value change at December 31	(9.0)	1.8	(21.6)

The fair value of cash flow hedges at December 31 can be specified as follows:
Interest rate risk hedging	(9.8)	(14.9)	(11.8)
Foreign currency risk hedging	1.5	11.6	(6.1)
Foreign currency risk hedging – time value	(0.6)	5.1	(3.6)
Cumulative fair value change at December 31	(9.0)	1.8	(21.6)

(b)Interest rate risk

The Cadeler Group’s current exposure to the risk of changes in market interest rates relates primarily to its credit facilities.

As a policy, the Cadeler Group seeks to hedge 50% of its interest rate exposure for vessel-related financing and 40-60% of its interest rate exposure on a total portfolio basis. Where the Cadeler Group enters into interest rate hedges, it seeks to match critical terms between the hedged item and the relevant hedge instrument. When it enters into a hedging transaction, the Cadeler Group assesses terms related to instalments on the facilities, the payment date for interest payments, and other instalment and timing differences in the maturity of the hedge item and the relevant hedge instrument. The principal expected causes of hedging ineffectiveness relate to changes to the expected date of delivery of the A-Class New Builds.

The below table shows the profile of the nominal amount of the interest rate swaps and the fair values.


	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	More than 5 years	Fair Value
					Asset	Liability
			(Notional amount million)
2025
Interest rate Swap – EURIBOR 3M	—	150.0	576.7	141.9	2.2	(10.5)
2024
Interest rate Swap – EURIBOR 3M	—	—	355.1	455.6	1.3	(16.2)


	2025	2024	2023
		(EUR million)
Movements in the hedging reserve
Cumulative fair value change at January 1	(14.9)	(11.8)	3.2
Fair value adjustment for the year	5.9	(3.3)	(14.2)
Transferred to Financial expenses	0.8	0.1	(0.8)
December 31	(9.8)	(14.9)	(11.8)

The largest currency risk exposure of the Cadeler Group is the future instalments for the A-Class New Builds that are denominated in USD (an aggregate of USD 478 million as of March 24, 2026).

Where the Cadeler Group enters into foreign currency hedges, it seeks to match critical terms between the hedged item and the relevant hedge instrument. When it enters into a hedging transaction, the Cadeler Group assesses terms related to the payment date of the instalment to be paid in a foreign currency and the maturity of the hedged item and the relevant hedge instrument. The principal expected cause of hedging ineffectiveness would be a change to the expected date of delivery of either or both of the A-Class New Builds. As a policy, the Cadeler Group seeks to hedge 50% of its identified currency risk exposures. The below table shows the profile of the nominal amount of the interest rate swaps and the fair values.

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	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Fair value
				Asset	Liability
	(Notional amount USD million)			(EUR million)
2025
FX forward contracts – U.S. dollar	162.3	48.8	—	0.5	—
Option collars – U.S. dollar	159.9	48.8	—	—	(0.6)

2024
FX forward contracts – U.S. dollar	104.5	55.4	—	6.8	—
Option collars – U.S. dollar	300.0	100.0	—	10.1	(0.2)


	2025	2024	2023
		(EUR million)
Movements in the hedging reserve
January 1	16.7	(9.8)	(1.8)
Fair value adjustment for the year – FX forward contracts	(7.9)	12.2	(3.5)
Fair value adjustment for the year – Option collars	(4.8)	5.6	(0.8)
Transfer to property, plant and equipment	2.5	—	—
Time value adjustment for the year	(5.7)	8.8	(3.6)
December 31	0.9	16.7	(9.8)

General Accounting Policies and Significant Accounting Estimates

For information on the Cadeler Group’s general accounting policies and significant accounting estimates and judgments, see Note 2 to the Consolidated Financial Statements, “Basis of Presentation and other significant accounting policies,” in the Annual Report 2025.

C. Research and development, patents and licenses, etc.

Reference is made to the section titled “Finance Review—Research and development activities” at page 20 of the Annual Report 2025 for research and development activities.

D. Trend information

Reference is made to the section titled “2026 Outlook” on page 21 of the Annual Report 2025, except that where references are made to EBITDA they should be replaced by Adjusted EBITDA (see also Item 5.A “Operating Results—Non-IFRS Financial Measures” of this Annual Report on Form 20-F).

E. Critical accounting estimates

Reference is made to Note 2 to the Consolidated Financial Statements, “Basis of Presentation and other significant accounting policies,” in the Annual Report 2025.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management

Reference is made to the section titled “Corporate Governance” on pages 31-37 of the Annual Report 2025 for the names, qualifications, principal positions held outside of Cadeler, and date of birth for the members of the Cadeler Board and the members of Cadeler’s executive management, respectively.

B. Compensation

For compensation data in respect of the members of the Cadeler Board, reference is made to the section titled “Board of Directors” on pages 5-6 of the Remuneration Report 2025.

For compensation data in respect of the members of the Company’s executive management, reference is made to the section titled “Executive Management” on pages 7-10 of the Remuneration Report 2025.

C. Board practices

Reference is made to the section titled “Corporate Governance” on pages 33-35 of the Annual Report 2025 for a description of the Cadeler Board and its committees, as well as the year of election and current term of each member of the Cadeler Board. Reference is made to page 36 of the Annual Report 2025 for the year of appointment of each member of Cadeler’s executive management.

Directors’ service contracts

Mikkel Gleerup and Peter Brogaard Hansen, as the Chief Executive Officer and the Chief Financial Officer of Cadeler, respectively, are, under their respective service contracts, entitled to a notice period of 12 months if their employment is terminated by Cadeler. Subject to certain conditions, Cadeler may terminate the employment of the Chief Executive Officer and the Chief Financial Officer upon one month’s notice in the

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case of long-term illness. Each of the Chief Executive Officer and the Chief Financial Officer may terminate their respective employment upon six months’ notice. Neither the Chief Executive Officer nor the Chief Financial Officer is entitled to severance pay, except in accordance with the Danish Salaried Employees Act.

Under their respective service contracts, the Chief Executive Officer and the Chief Financial Officer are subject to noncompetition clauses for a period of twelve months after their respective employment has ended. During the restricted period, each of the Chief Executive Officer and the Chief Financial Officer are entitled to compensation corresponding to 60% of their remuneration at the time their respective employment ended. Such compensation will be reduced if the Chief Executive Officer or the Chief Financial Officer, respectively, commences an independent business or obtains new employment during the relevant restricted period.

D. Employees

Reference is made to Note 6 to the Consolidated Financial Statements, “Employee Compensation,” in the Annual Report 2025 regarding the average number of full-time employees and the total number of full-time employees in Cadeler at year-end for the years 2023–2025, as well as a breakdown of onshore and offshore employees.

The Cadeler Group’s executive management believes that the Company enjoys a good relationship with its employees in general and with the labor unions relevant to certain of Cadeler’s offshore employees. See also Item 3.D. “Risk Factors—Risks Related to the Cadeler Group’s Business—Labor disruptions could materially adversely affect the Cadeler Group’s business and operations.”

E. Share ownership

The following table presents information regarding the total amount of Cadeler Shares directly or indirectly owned by members of the Cadeler Board and Cadeler’s senior management as of March 20, 2026 (excluding shares underlying incentive programs):

Name of shareholder

Number of shares

%(1)

Cadeler Board

Andreas Sohmen-Pao(2)

96,166,034

27.40%

Emanuele Lauro(3)

Andrea Abt

Ditlev Wedell-Wedellsborg

James B. Nish

Colette Cohen

—

Thomas Thune Andersen

—

Executive management

Mikkel Gleerup

Peter Brogaard Hansen

* Denotes a shareholding of less than 1%.

(1)Calculated based on the holding of shares and votes disclosed in connection with the most recent major shareholders notification, which may have changed since such date.

(2)Includes shares held by BW Altor. BW Altor is ultimately controlled by Andreas Sohmen-Pao who is also the Chair of the Cadeler Board.

(3)Excludes shares held by Scorpio Holdings. Emanuele Lauro, Vice Chair of the Cadeler Board, is a director, Chief Executive Officer, and 10% stockholder of Scorpio Holdings Limited. See Item 7.A. “Major Shareholders.”

F. Disclosure of a registrant’s action to recover erroneously awarded compensation

None.

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders

As of the date of this Annual Report on Form 20-F, the issued share capital of Cadeler consisted of 350,957,583 ordinary shares, of which 89,992 were held in treasury.

There is no complete record of all holders of Cadeler Shares and therefore it is not possible to give an accurate breakdown of the geographical distribution of Cadeler’s share capital or of the number of shareholders by country of residence. Additionally, certain of the Cadeler Shares are held by brokers or other nominees and, as a result, the number of holders of record is not representative of the number of beneficial holders or of the residence of such beneficial holders. However, JPMorgan Chase Bank, N.A., our ADS Depositary, has informed us that as of March 20, 2026 the total number of ADRs outstanding was 5,455,891, representing approximately 6.22% of the Cadeler Group’s issued and outstanding share capital at that date. All of the Cadeler ADSs are held of record by the Depositary. For more information regarding our ADSs, see Item 12.D. below.

Set forth below is information as of March 20, 2026 with respect to any shareholder who is known to Cadeler to be the beneficial owner of 5% or more of Cadeler’s share capital or voting rights:

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Name of major Cadeler Shareholder	Number of shares	%
BW Altor Pte. Ltd.(1)	96,166,134	27.40%
Scorpio Holdings Limited(2)	42,427,183	12.09%
Folketrygdfondet	$18,462,464	5.26%
Nordea Investment Management AB	19,983,739	5.69%
Marble Bar Asset Management LLP	18,355,000	5.23%

(1)BW Altor is ultimately controlled by Andreas Sohmen-Pao who is also the Chair of the Cadeler Board.

(2)Emanuele Lauro, Vice Chair of the Cadeler Board, is a director, Chief Executive Officer, and 10% stockholder of Scorpio Holdings Limited.

As part of BW Altor becoming a lead investor in Cadeler’s initial public offering in November 2020, Swire Pacific Limited and BW Altor entered into a memorandum of understanding on November 4, 2020, as amended, pursuant to which BW Altor, subject to certain terms and conditions, was granted a right of first refusal to purchase a number of Cadeler Shares held by Swire Pacific Limited should it wish to sell such Cadeler Shares. However, the right of first refusal does not apply in the event that Swire Pacific Limited accepts an offer from a third party for all Cadeler Shares. On June 6, 2024, Swire Pacific Limited sold 12,353,125 Cadeler Shares (equivalent to 3.5% of Cadeler’s then-outstanding share capital) to third party institutional investors and, as a result of such transaction, held less than 5% of Cadeler’s total share capital and voting rights. On November 27, 2025, BW Altor agreed to purchase from an unidentified third party a total of 17,510,330 Cadeler Shares in a privately negotiated transaction. The purchase was completed on December 1, 2025.

As a result of the Business Combination and the subsequent private placement, there have been significant changes in the percentage ownership held by Cadeler’s major shareholders. For a discussion of the major shareholdings in Cadeler prior to the Business Combination, reference is made to the section titled “Beneficial Ownership of Cadeler Securities” on pages 215-216 of the prospectus filed by Cadeler with the SEC on November 7, 2023 (the “Prospectus”).

Cadeler has only one share class. As a result, none of the above major shareholders hold voting rights which are different from those held by other Cadeler Shareholders and there are no Cadeler Shares that carry special rights relating to the control of Cadeler. All Cadeler Shares carry one vote per nominal value of DKK 1.00.

To the knowledge of Cadeler’s management: Cadeler is not directly or indirectly owned or controlled by (a) another corporation or (b) any foreign government. Cadeler’s management is not aware of Cadeler being owned or controlled, directly or indirectly, by any third party, or of any agreements that could later result in any third party taking over control of Cadeler. To the knowledge of Cadeler’s management, Cadeler has no controlling shareholder.

B. Related party transactions

For information on related party transactions, reference is made to Note 27 to the Consolidated Financial Statements, “Related Party Transactions,” in the Annual Report 2025.

C. Interests of experts and counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

The Consolidated Financial Statements and Notes to the Consolidated Financial Statements on pages 138-210 of the Annual Report 2025 are incorporated herein by reference. See also Item 18 “Financial Statements.”

Legal proceedings

The Cadeler Group is not aware of any governmental, legal or arbitration proceedings, including any such proceedings which are pending or threatened, that may have had in the recent past, or may have in the future, a significant effect on Cadeler or the Cadeler Group’s financial position or profitability.

Dividends

Cadeler has never paid any cash dividends on its shares. In addition, Cadeler Group’s credit facilities contain covenants restricting the payments of dividends. The Cadeler Board currently intends to retain earnings to support operations and to finance the growth and development of Cadeler’s business. Any future determination related to Cadeler’s dividend policy will be made by and at the discretion of the Cadeler Board.

Item 9. The Offer and Listing

A. Offer and listing details

The Cadeler Shares are listed on the OSE and traded under the symbol “CADLR.” The Cadeler ADSs are listed on the NYSE and traded under the symbol “CDLR.” See Exhibit 2.2 to this Annual Report on Form 20-F for a description of the Cadeler Shares.

B. Plan of distribution

Not applicable.

C. Markets

Reference is made to Item 9.A. hereof.

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D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

Item 10. Additional Information

A. Share capital

Not applicable.

B. Memorandum and articles of association

Reference is made to the section titled “Description of Cadeler Shares and Articles of Association,” on pages 12-20 of the registration statement on Form F-3ASR (File no. 333-283947) filed with the SEC by Cadeler on December 20, 2024.

See also Exhibit 2.2 to this Annual Report on Form 20-F for a summary of certain material provisions of Cadeler’s Articles of Association, certain other constitutive documents and relevant Danish corporate law. See Exhibit 1.1 to this Annual Report on Form 20-F for Cadeler’s Articles of Association.

C. Material contracts

Reference is made to the sections titled “Business Combination Agreement” and “Other Transaction Agreements,” on pages 110-134 of the Prospectus. See also Item 5.B. “Liquidity and Capital Resources—Financing Arrangements” of this Annual Report on Form 20-F.

D. Exchange controls

Other than the Danish rules on screening of certain foreign direct investments (“FDI”), etc. in Denmark (the “Danish FDI Rules”) and applicable international trade and financial sanctions as outlined below, (i) there are no governmental laws, decrees, or regulations in Denmark (including, but not limited to, foreign exchange controls) that restrict the export or import of capital, or that affect the remittance of dividends, interest or other payments to nonresident holders of the Cadeler Shares or the Cadeler ADSs, and (ii) there are no limitations on the right of non-resident or foreign owners to hold or vote the Cadeler Shares or the Cadeler ADSs imposed by the laws of Denmark or the Articles of Association of the Company.

Under the Danish FDI Rules, a screening mechanism applies to foreign direct investments in certain sensitive sectors, if the foreign investor obtains at least 10% ownership or voting rights, or equivalent control by other means. Among such sensitive sectors are companies and entities within critical technology with activities comprised by technologies for industrial energy storage, energy conversion and critical infrastructure in Denmark with activities comprised by energy transport or electricity production, electricity storage capacity as well as transportation and supply of electricity that are necessary to restore or maintain the energy functions that are important for the society. If a contemplated foreign direct investment in Cadeler is considered to fall within the scope of the mandatory screening mechanism, the foreign investor is required to apply for prior authorization with the Danish Business Authority. FDI filings, notifications or approvals may under certain circumstances also be required in non-Danish jurisdictions.

If a foreign investor fails to comply with the Danish FDI Rules, the Danish Business Authority may impose restrictions, inter alia, ordering to reverse the investment or to suspend the foreign investor’s voting rights.

International trade and financial sanctions are continually evolving. If applicable, such international trade and financial sanctions may under certain circumstances prevent the possibility of export and import of capital, and affect the remittance of dividends, interests and other payments to the non-resident holders of the Cadeler Shares or the Cadeler ADSs. In addition, international trade and financial sanctions may also restrict the right of non-resident or foreign owners to acquire, transfer, hold or vote the Cadeler Shares and Cadeler ADSs. Failure to comply with international trade and financial sanctions can lead to criminal and civil liability.

E. Taxation

Danish taxation

The following summary outlines certain Danish tax consequences to U.S. Holders (as defined below):

Withholding tax

Generally, Danish withholding tax is deducted from dividend payments to U.S. Holders at a 27% rate, the rate generally applicable to non-residents in Denmark without regard to eligibility for a reduced treaty rate. Under the Current Convention between the Government of the United States of America and the Government of the Kingdom of Denmark for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Current Convention”), the maximum rate of Danish tax that may be imposed on a dividend paid to a U.S. Holder that does not have a “permanent establishment” (as defined therein) in Denmark to which the Cadeler ADSs are allocated for tax purposes is generally 15% and, for certain pension funds, 0% (each, the “Treaty Rate”). U.S. Holders eligible for the Treaty Rate may apply to the Danish tax authorities to obtain a refund to the extent that the amount withheld reflects a rate in excess of the Treaty Rate (any such amount, the “Excess Withholding Tax”).

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Any U.S. Holders of Cadeler ADSs wishing to apply for a refund of Excess Withholding Tax will have to provide a Danish Claim for Refund of Danish Dividend Tax (at https://udbytterefusion.skat.dk/SelfService/submission/submit/SKATRefusion), a properly completed U.S. Internal Revenue Service Form 6166 and additional documentation including: proof of dividend received; proof of ownership of the Cadeler ADSs and eligibility for the dividend received and proof that the dividend received was reduced by an amount corresponding to the Danish withholding tax. These documentation requirements may be expanded and may be subject to change. Refund claims must be filed within the three-year period following the date in which the dividend was paid in Denmark.

Information on tax reclaims, how they should be filed and the requisite tax forms may be obtained from:

JPMorgan Chase Bank, N.A. c/c

GlobeTax Services Inc. One New

York Plaza – 34th Floor

New York, NY 10004-1936, USA

Tel. +1-212-747-9100

U.S. Holders should consult their tax advisers regarding dividend withholding tax refunds.

Sale or exchange of Cadeler ADSs or Cadeler Shares

Any gain or loss realized on the sale or other disposition of Cadeler ADSs or Cadeler Shares by a U.S. Holder that is not either a resident of Denmark or a corporation that is doing business in Denmark by a Danish permanent establishment to which the Cadeler ADSs or Cadeler Shares are allocated for tax purposes is not subject to Danish taxation. In addition, any non-resident of Denmark may remove from Denmark any convertible currency representing the proceeds of the sales of Cadeler ADSs or Cadeler Shares in Denmark.

Material U.S. Federal Income Tax Considerations

The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of Cadeler ADSs or Cadeler Shares. This discussion applies only to U.S. Holders that hold Cadeler ADSs or Cadeler Shares as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that might be relevant to U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax laws, such as, for example:

•dealers or certain electing traders in securities that are subject to mark-to-market tax accounting rules;

•banks and certain other financial institutions;

•insurance companies;

•tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;

•partnerships or other entities classified as partnership for U.S. federal income tax purposes and their partners or investors;

•regulated investment companies;

•real estate investment trusts;

•persons whose functional currency is not the U.S. dollar;

•persons that hold Cadeler ADSs or Cadeler Shares as part of a straddle or other integrated transaction;

•persons that hold Cadeler ADSs or Cadeler Shares in connection with a trade or business conducted outside the United States;

•persons that acquired Cadeler ADSs or Cadeler Shares pursuant to the exercise of employee stock options or otherwise as compensation;

•persons that acquired Cadeler ADSs or Cadeler Shares on or prior to the Business Combination; or

•persons that own (directly, indirectly or constructively) 10% or more of Cadeler ADSs or Cadeler Shares (by vote or value).

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes owns Cadeler ADSs or Cadeler Shares, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Entities classified as partnerships for U.S. federal income tax and their partners should consult their tax advisers regarding the tax consequences of the ownership and disposition of Cadeler ADSs or Cadeler Shares in their specific circumstances.

This discussion is based on the Code, proposed, temporary and final Treasury regulations promulgated under the Code, and judicial and administrative interpretations thereof, as well as the income tax treaty between the United States and Denmark (the “U.S.-Denmark Treaty”), all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address any minimum tax or Medicare contribution tax considerations, the special tax accounting rules under Section 451(b) of the Code, or U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes), nor does it address any aspects of U.S. state, local or non-U.S. taxation. This discussion assumes that each obligation under the deposit agreement for the Cadeler ADSs and any related agreement will be performed in accordance with its terms.

This discussion does not address any specific consequences to former Eneti shareholders that acquired Cadeler ADSs pursuant to the Business Combination. Former Eneti shareholders should review the Prospectus for additional information regarding any effect that the Business Combination, or Eneti’s PFIC status for any taxable year, may have on the former Eneti shareholders’ ownership of Cadeler ADSs or Cadeler Shares in their particular circumstances.

For purposes of this discussion, a “U.S. Holder” is a person that is, for U.S. federal income tax purposes, a beneficial owner of Cadeler ADSs or Cadeler Shares and:

•an individual citizen or resident of the United States,

•a corporation, or entity treated as a corporation, organized in or under the laws of the United States or any state therein or the District of Columbia, or

•an estate or trust the income of which is includible in gross income regardless of its source.

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In general, a U.S. Holder that owns Cadeler ADSs will be treated as the owner of the underlying Cadeler Shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges Cadeler ADSs for the underlying Cadeler Shares represented by those ADSs.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CADELER ADSS OR CADELER SHARES. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISERS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF CADELER ADSS OR CADELER SHARES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX LAWS.

Dividends

The following is subject to the discussion under “— Passive foreign investment company rules” below.

Distributions received by a U.S. Holder on the Cadeler ADSs or Cadeler Shares, including the amount of any Danish taxes withheld, other than certain pro rata distributions of shares to all shareholders, will constitute dividend income to the extent paid out of Cadeler’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Because Cadeler does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Dividends will be included in a U.S. Holder’s income on the date of receipt by the depositary (in the case of Cadeler ADSs) or the U.S. Holder (in the case of Cadeler Shares). The amount of dividend income paid in DKK that a U.S. Holder will be required to include in income will equal the U.S. dollar value of the distributed DKK, calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is converted into U.S. dollars on such date. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of its receipt. Corporate U.S. Holders will not be entitled to claim a dividends-received deduction with respect to dividends paid by Cadeler. Subject to applicable limitations, dividends received by certain non-corporate U.S. Holders may be taxable at rates applicable to long-term capital gains. Non-corporate U.S. Holders should consult their tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favorable rates.

Dividends will be treated as foreign-source income and will include any amounts withheld therefrom in respect of Danish taxes. Non-refundable Danish taxes withheld from dividends on the Cadeler ADSs or Cadeler Shares (at a rate not in excess of any applicable rate under the U.S.- Denmark Treaty, in the case of a U.S. Holder that qualifies for the benefits of the U.S.-Denmark Treaty) will generally be creditable against a U.S. Holder’s U.S. federal income tax liability, subject to applicable limitations that vary depending upon the U.S. Holder’s circumstances. The rules governing foreign tax credits are complex.

For example, under Treasury regulations, in the absence of an election to apply the benefits of an applicable income tax treaty, in order to be creditable, non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and no determination has been made as to whether the Danish income tax system meets these requirements. The IRS has released notices that provide relief from certain of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). In lieu of claiming a credit, a U.S. Holder may be able to elect to deduct non-U.S. taxes, including the Danish taxes, in computing its taxable income, subject to generally applicable limitations. An election to deduct non-U.S. taxes (instead of claiming foreign tax credits) applies to all otherwise creditable non-U.S. taxes paid or accrued in the taxable year. U.S. Holders should consult their tax advisers regarding the creditability or deductibility of Danish taxes imposed on dividends in their particular circumstances.

Sale or other taxable disposition

The following is subject to the discussion under “—Passive foreign investment company rules” below.

A U.S. Holder will generally recognize U.S.-source capital gain or loss on the sale or other taxable disposition of the Cadeler ADSs or Cadeler Shares. Any gain or loss will be long-term capital gain or loss if the holding period of the Cadeler ADSs or Cadeler Shares exceeds one year. The amount of the U.S. Holder’s gain or loss will be equal to the difference between such U.S. Holder’s tax basis in the Cadeler ADSs or Cadeler Shares sold or disposed of and the amount realized on the sale or disposition, each as determined in U.S. dollars. The deductibility of capital losses is subject to limitations.

Passive foreign investment company rules

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after the end of that year, and will depend, among other things, on the composition and character of its income and assets and the value of its assets from time to time (including the value of its goodwill and other intangible assets, which may be determined, in part, by reference to its market capitalization, which could be volatile). Accordingly, there can be no assurance that Cadeler will not be a PFIC for any taxable year. Cadeler has not attempted to make any determination, and thus does not express a view, regarding its PFIC status for any taxable year prior to the taxable year in which the Business Combination took effect.

If Cadeler is a PFIC for any taxable year during a U.S. Holder’s holding period of the Cadeler ADSs or Cadeler Shares, Cadeler will generally continue to be a PFIC with respect to the U.S. Holder for any subsequent taxable year, even if Cadeler ceases to be a PFIC for any future taxable year. In that case, gain recognized upon a disposition (including, under certain circumstances, a pledge) of the Cadeler ADSs or Cadeler Shares by a U.S. Holder generally will be allocated ratably over the U.S. Holder’s holding period of such Cadeler ADSs or Cadeler Shares. The amounts allocated to the taxable year of the disposition and to any year before Cadeler became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest tax rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge will be imposed on the tax allocated to each taxable year. Further, to the extent that distributions which a U.S. Holder receives on the Cadeler ADSs or Cadeler Shares in any taxable year exceed 125% of the average of the annual distributions on the ADSs or shares that the U.S. Holder received during the preceding three taxable years or its holding period, whichever is shorter, the excess distributions will be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available that would result in alternative treatments of the Cadeler ADSs or Cadeler Shares (such as a mark-to-market election for any taxable year in which Cadeler is a PFIC if the Cadeler ADSs or Cadeler Shares, as applicable, are “marketable stock,” or a “deemed sale” election in the event that Cadeler is a PFIC for any taxable year but ceases to be a PFIC thereafter). U.S. Holders should consult their tax advisers regarding whether, if Cadeler is or becomes a PFIC, any of these elections would be available and, if so, what the consequences of the alternative treatments would be in the U.S. Holders’ particular circumstances. In addition, non-corporate U.S. Holders will not be eligible for reduced rates of taxation applicable to “qualified dividend income” on any dividends received from Cadeler if Cadeler is a PFIC (or is treated as a PFIC with respect to a U.S. Holder) for the taxable year in which the dividends are paid or the preceding taxable year.

If Cadeler is a PFIC for any taxable year during which a U.S. Holder owns Cadeler ADSs or Cadeler Shares, such U.S. Holder generally will be subject to specified reporting obligations. U.S. Holders should consult their tax advisers regarding the potential application of the PFIC rules to their ownership of Cadeler ADSs or Cadeler Shares.

Information reporting and backup withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” (and establishes that status if required to do so) or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals (and certain specified entities) may be required to report information relating to their ownership of Cadeler ADSs or Cadeler Shares, or non-U.S. accounts through which they are held.

F. Dividends and paying agents

Not applicable.

G. Statements by experts

Not applicable.

H. Documents on display

Documents referred to and filed with the SEC together with this Annual Report on Form 20-F can be read and copied at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

Copies of this Annual Report on Form 20-F as well as the Annual Report 2025 and the Remuneration Report 2025 can be downloaded from the investors page at www.cadeler.com. The contents of this website are not incorporated by reference into this Annual Report on Form 20-F. This Annual Report on Form 20-F is also filed and can be viewed via EDGAR on www.sec.gov.

I. Subsidiary Information

Not applicable.

J. Annual Report to Security Holders

Cadeler intends to submit any annual report provided to security holders in electronic format as an exhibit to a current report on Form 6-K.

Item 11. Qualitative and Quantitative Disclosures About Market Risk

Reference is made to the section titled “Finance Review—Special Risks” on pages 23-25 of the Annual Report 2025.

Item 12. Description of Securities Other than Equity Securities

A. Debt Securities

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Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Cadeler’s American Depositary Receipt (“ADR”) program is administered by JPMorgan Chase Bank, N.A as Depositary (JPMorgan Chase Bank, N.A., 383 Madison Avenue, Floor 11, New York, United States). The Cadeler ADSs are traded under the symbol “CDLR” on the NYSE. Each Cadeler ADS represents four (4) Cadeler Shares. The Cadeler Shares underlying the Cadeler ADSs are admitted to trading under the symbol “CADLR” on the OSE and not on the NYSE, where they are only admitted for listing.

The Depositary distributes relevant notices, reports and proxy materials to the holders of the Cadeler ADSs. When dividends are paid to Cadeler Shareholders, the Depositary converts the amounts into U.S. dollars and distributes the dividends to the holders of the Cadeler ADSs. See Exhibit 2.1 to this Annual Report on Form 20-F for a description of the rights of holders of the Cadeler ADSs.

The holder of a Cadeler ADS may have to pay the following fees and charges related to services in connection with the ownership of the Cadeler ADS up to the amounts set forth in the table below.


Service			Fee
Issuance or delivery of a Cadeler ADS, surrendering of a Cadeler ADS for delivery of a Cadeler Share, reduction or cancellation of a Cadeler ADS, including issuance, delivery, reducing, surrendering or cancellation in connection with share distributions, stock splits, rights and mergers			A maximum of USD 5.00 for each 100 Cadeler ADSs (or portion thereof), to be paid to the Depositary
Distribution of cash or elective cash/stock dividend offered to the holder of the Cadeler ADS			A maximum of USD 0.05 per Cadeler ADS, to be paid to the Depositary


Direct or indirect distribution of securities (other than Cadeler ADSs or rights to purchase additional Cadeler ADSs) or the net cash proceeds from the public or private sale of any such securities			A maximum of USD 0.05 per Cadeler ADS, to be paid to the Depositary
Services performed by the Depositary in administering the Cadeler ADSs			A maximum of USD 0.05 per Cadeler ADS (or portion thereof), to be paid to the Depositary
Servicing of the Cadeler Shares, the sale of securities, the delivery of the Cadeler Shares or otherwise in connection with the Depositary’s compliance with applicable law, rule or regulation			Reimbursement of charges and expenses as necessary
Taxes and other governmental charges payable by the holder of the Cadeler ADS or persons depositing Cadeler Shares			As necessary
A transaction fee per cancellation request and any applicable delivery expenses			As necessary
The registration or transfer of Cadeler Shares on any applicable register in connection with the deposit or withdrawal of Cadeler Shares			As necessary

The Depositary may make available to Cadeler a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as Cadeler and the Depositary may agree from time to time. The Depositary collects its fees for issuance and cancellation of Cadeler ADSs directly from investors depositing Cadeler Shares or surrendering Cadeler ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for Depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The Depositary will generally set off the amounts owing from distributions made to holders of Cadeler ADSs. If, however, no distribution exists and payment owing is not timely received by the Depositary, the Depositary may refuse to provide any further services to ADR holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the Depositary, all fees and charges owing under the Deposit Agreement are due in advance and/or when declared owing by the Depositary.

The Depositary may agree to reduce or waive certain fees, charges and expenses provided in the ADRs and in the Deposit Agreement, including, without limitation, those described above that would normally be charged on Cadeler ADSs issued to or at the direction of, or otherwise held by, Cadeler and/or certain ADR holders and beneficial owners and holders and beneficial owners of Cadeler Shares.

The Depositary has agreed to reimburse certain reasonable expenses related to Cadeler’s ADR program and incurred by Cadeler in connection with the program. In the year ended December 31, 2025, Cadeler received an aggregate of USD 552,674 in payments from the Depositary.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

Disclosure controls and procedures

Cadeler maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that Cadeler files or submits under the U.S. Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports that Cadeler files or submits under the U.S. Exchange Act is accumulated and communicated to Cadeler’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Cadeler’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Cadeler’s disclosure controls and procedures as of December 31, 2025. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025 the design and operation of Cadeler’s disclosure controls and procedures were effective.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Changes in internal control over financial reporting

Except as described below, there were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s annual report on internal control over financial reporting

Cadeler’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is identified under Rule 13a-15 (f) and 15d-15 (f) of the U.S. Exchange Act. Cadeler’s internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the Cadeler Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect Cadeler’s transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorization of Cadeler’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Cadeler’s assets that could have a material effect on its consolidated financial statements.

Cadeler’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Cadeler’s internal control over financial reporting as of December 31, 2025 using the criteria set forth in the “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission or COSO (2013 Framework).

As a result of this assessment, Cadeler’s management concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2025.

Remediation of Previously Reported Material Weaknesses

As described in the 2024 Annual Report on Form 20-F, during the year ended December 31, 2024, the Company completed its efforts to remediate the material weaknesses identified in 2023. Upon completion of those efforts, the Company concluded that the material weaknesses had been remediated as of December 31, 2024. As part of those remediation efforts, the Company implemented remediation actions during 2024 that included the implementation of formalized risk assessment, oversight and compliance processes as well as formalized control descriptions for all key controls. Where control activities are dependent on IT applications or certain information or reports, internal controls have been developed to assess the completeness and accuracy of such information. The Cadeler Group has further initiated steps to improve IT general controls covering access and change management, as well as cyber risks. The actions that the Cadeler Group is taking are subject to ongoing executive management review and audit committee oversight.

The Cadeler Group cannot guarantee, however, that its internal controls over financial reporting will remain effective in the future. Any failure to remediate such material weaknesses identified in the future, or to discover and address any other material weaknesses or significant deficiencies, could result in inaccuracies in the Cadeler Group’s consolidated financial statements and impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. See also Item 3.D. “Risk Factors—Risks Related to the Cadeler Group’s Business—If the Cadeler Group fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report financial results in a timely manner or prevent fraud, which may adversely affect its business and the market price of the Cadeler ADSs and Cadeler Shares,” and “Risk Factors —Risks Related to the Business Combination—Cadeler became subject to the reporting requirements of the U.S. Exchange Act in connection with the Business Combination and it needs to devote substantial time and resources to complying with public company regulations. There can be no assurance that the Cadeler Group’s internal control over financial reporting will remain effective.”

Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

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EY Godkendt Revisionspartnerselskab, an independent registered public accounting firm, has issued opinions on Cadeler’s consolidated financial statements and on its internal controls over financial reporting. These opinions appear under Item 18 of this Annual Report on Form
20-F.

Item 16A. Audit Committee Financial Expert

Reference is made to page 33-34 of the Annual Report 2025 for the name, position and experience of the members of the Audit Committee.

James Nish is designated as the Audit Committee financial expert as defined by the SEC. All members of the Audit Committee qualify as independent as defined by the U.S. Exchange Act and the NYSE Corporate Governance Standards applicable to listed companies as described in Section 303A of the NYSE Listed Company Manual (the “NYSE Standards”).

Item 16B. Code of Ethics

Cadeler has in place a Code of Conduct which applies to its employees, officers, including the Chief Executive Officer and Chief Financial Officer, and directors. Cadeler’s Code of Conduct describes the general principles on business conduct and ethics which are essential to enable Cadeler to operate responsibly as a business and achieve commercial success, and address a number of the topics required by the Sarbanes-Oxley Act and the NYSE Standards.

Cadeler’s Code of Conduct may be found on Cadeler’s website at www.cadeler.com (the contents of Cadeler’s website are not incorporated by reference into this Annual Report on Form 20-F).

Item 16C. Principal Accountant Fees and Services

Reference is made to Note 4 to the Consolidated Financial Statements, “Operating Expenses—Auditor remuneration,” in the Annual Report 2025 regarding fees paid to Cadeler’s statutory auditors.

The audit opinion of EY Godkendt Revisionspartnerselskab (PCAOB Firm ID 1757) is included in Item 18.

Pre-approval policies

The Audit Committee assesses and pre-approves all audit and non-audit services provided by the statutory auditors. The pre-approval includes the type of service and a fee budget. Furthermore, the Audit Committee receives regular updates on actual services provided and fees realized.

Item 16D. Exemptions from the Listing Standards for Audit Committees

None.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers


Period	(a) Total number of Cadeler Shares purchased	(b) Average price paid per Cadeler Share (EUR)	(c) Total number of Cadeler Shares purchased as part of publicly announced plans or programs	(d) Maximum number of Cadeler Shares that may yet be purchased under the plans or programs
May 26, 2025 — May 30, 2025(1)	395,200	4.31	395,200	0

(1) On May 26, 2025, Cadeler announced the launch of a share repurchase program of up to NOK 22.5 million (approximately EUR 1.9 million), pursuant to the authorization for the acquisition of treasury shares granted by Cadeler Shareholders to the Cadeler Board at Cadeler’s annual general meeting on April 22, 2025. The purpose of the share repurchase program was to enable the Cadeler Group to meet its obligations to employees arising from certain of Cadeler’s share-based incentive programs. The program was to be conducted in the period from May 26, 2025 until June 6, 2025, however, the program was terminated early on May 30, 2025 as the maximum number of shares authorized for repurchase under the program had been purchased at such date. In total, share buy-back program resulted in the repurchase, in the open market, of 395,200 shares at an average price of NOK 49.90 (EUR 4.31), corresponding to an aggregate repurchase price of NOK 19,728,604 (EUR 1.7 million), including commission.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Cadeler is a public limited company incorporated in Denmark and the Cadeler Shares are admitted to trading on the OSE. Cadeler therefore follows the Norwegian Code of Practice for Corporate Governance issued on October 14, 2021 (the “Norwegian Code of Practice”) and applicable Danish law in respect of its corporate governance practices.

The Cadeler ADSs are listed on the NYSE and Cadeler is therefore required to comply with certain U.S. securities laws and regulations, including the Sarbanes-Oxley Act, and the NYSE Standards. As a foreign private issuer, Cadeler is permitted to follow the corporate governance practice of its home country in lieu of certain provisions of the NYSE Standards. Specifically, Cadeler complies with the requirements of Sections 303A.06, 303A.11, 303A.12(b) and (c), and 303A.14 of the NYSE Listed Company Manual but otherwise follows its home country practice in lieu of the remaining requirements of Section 303A of the NYSE Listed Company Manual.

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Below is a brief summary of the corporate governance practices adopted by Cadeler as a foreign private issuer that differ from those adopted by U.S. domestic issuers under the NYSE Standards:

Independence requirements

Under the NYSE Standards, listed companies must have at least a majority of independent directors and no director qualifies as “independent” unless the Board of Directors has affirmatively determined that the relevant director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

The Cadeler Board has determined whether Cadeler Board members qualify as independent in accordance with the Norwegian Code of Practice (provided that the Cadeler Board has determined whether members of the Audit Committee qualify as independent pursuant to Rule 10A-3 under the Securities Exchange Act), rather than the NYSE Standards.

The Nomination Committee

Under Section 303A.04 of the NYSE Listed Company Manual, U.S. domestic issuers are generally required to have a nominating/corporate governance committee composed entirely of independent directors, and further provide that the nomination committee must have a written charter addressing certain specified duties.

Cadeler has a nomination committee, the members of which qualify as independent under the Norwegian Code of Practice, however, the composition of Cadeler’s nomination committee is determined by the election of its shareholders at each annual general meeting and, consistent with the Norwegian Code of Practice, members of the nomination committee are not required to be, and are not currently, members of the Cadeler Board. Cadeler’s Articles of Association and its Corporate Governance Policy provide that the nomination committee shall consist of two or three members who shall be shareholders or shareholder representatives, each of whom is elected for a term of one or two years. Cadeler’s nomination committee is required to make recommendations to the general meeting regarding the election of shareholder-elected members to the Cadeler Board and to the nomination committee but does not otherwise maintain a written charter consistent in scope with the requirements of the NYSE Standards.

The Remuneration Committee

Under the NYSE Standards, U.S. domestic issuers are generally required to have a compensation committee composed entirely of independent directors, each of whom must satisfy the heightened independence requirements specific to compensation committee membership set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual. In addition, the NYSE Standards provide that the compensation committee must have a written charter that addresses certain specified duties.

Cadeler has a remuneration committee, the composition of which is determined by the Cadeler Board. In accordance with Cadeler’s Corporate Governance Policy, only members of the Cadeler Board are permitted to serve on the remuneration committee. When designating members to the remuneration committee, the Cadeler Board considers all factors relevant to determine whether any member of the remuneration committee has a relationship to Cadeler which is material to that director’s ability to be independent from management, though any such determination is made in accordance with the Norwegian Code of Practice rather than the independence requirements set out in the NYSE Standards. Cadeler’s remuneration committee is required to advise the Cadeler Board on salaries and other remuneration payable to the members of the Cadeler Board and Cadeler’s executive management but does not otherwise maintain a written charter consistent in scope with the requirements of the NYSE Standards.

The Audit Committee

In accordance with Section 303A.06 of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act, the Cadeler Board has an audit committee composed entirely of independent directors.

Under the NYSE Standards, however, U.S. domestic issuers are generally required to maintain an audit committee comprised of a minimum of three members and to have a written charter addressing certain specified duties and purposes. In addition, U.S. domestic issuers are generally required to have an internal audit function.

Consistent with the Norwegian Code of Practice, Cadeler does not require that its audit committee be comprised of three members and the audit committee may from time to time be, and currently is, comprised of two directors (provided that each shall have been determined to be independent in accordance with, or exempt from the requirements of, Rule 10A-3(b)(1) under the Securities Exchange Act). Cadeler’s audit committee is responsible for oversight of, and reporting to, the Cadeler Board on the elements described in section 303A.07(b)(i)(A) of the NYSE Listed Company Manual but does not otherwise maintain a written charter consistent in scope with the requirements of the NYSE Standards. The Cadeler Group does not have an internal audit function.

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Equity-compensation plans

Under Section 303A.08 of the NYSE Listed Company Manual, shareholders of U.S. domestic issuers must be given the opportunity to vote on all equity compensation plans and any material revisions thereto, with certain limited exceptions. Cadeler has a written remuneration policy describing its practices with respect to the remuneration of the Cadeler Board and Cadeler’s executive management. In accordance with Danish law, that policy is subject to a binding shareholder vote at least once every four years. All incentive programs offered to the Cadeler Board and/or Cadeler’s executive management must comply with the framework set out in the remuneration policy. The practice of voting on specific equity compensation plans is not customary in Denmark nor required under Danish law and, accordingly, Cadeler’s equity compensation plans are not generally subject to shareholder approval.

CEO certification

Under Section 303A.12(a) of the NYSE Listed Company Manual, the chief executive officer of each U.S. domestic issuer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of the NYSE Standards, qualifying the certification to the extent necessary. As permitted by the NYSE Standards and in accordance with Danish law and regulations (which do not contemplate such certifications), Cadeler does not intend to submit such certifications.

Item 16H. Mine Safety Disclosure

Not applicable.

Item 16I. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J. Insider Trading Policies

Cadeler has adopted, and the Cadeler Board has approved, a policy setting out requirements in relation to dealings in Cadeler’s securities by directors, officers or employees, as well as by Cadeler itself. Cadeler believes such policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to Cadeler. The Cadeler Board recognizes that it is the individual responsibility of each director, officer and employee to ensure he or she complies with Cadeler’s policy on dealings in Cadeler’s securities as well as all applicable insider trading laws.

The policy is filed as Exhibit 11.1 to this Annual Report on Form 20-F.

Item 16K. Cybersecurity

Cybersecurity risk management is an integral part of Cadeler’s governance and management practices and is implemented through a structured, risk‑based approach designed to protect the confidentiality, integrity, availability, and authenticity of Cadeler’s network and information systems. Cadeler maintains defined cybersecurity governance and controlled documentation to support consistent implementation and oversight of cybersecurity requirements and regulatory compliance obligations.

Cybersecurity risk management is also embedded within Cadeler’s broader Quality Management System, ensuring that cybersecurity risks are governed, assessed, and monitored in alignment with the Company’s overall management system principles and continuous improvement processes. Cadeler’s overall cybersecurity program is built on a structured, risk‑based approach supported by defined governance, documented processes, and management oversight. The program is inspired by recognized international standards and industry best practices and includes procedures for identifying, assessing, and prioritizing cybersecurity risks across the Company including within corporate IT environments and onboard the Cadeler’s fleet of vessels. These risks are consolidated into the Company’s overall business risk register. Cadeler’s executive management is actively involved in these activities and receives updates regularly and when material changes occur.

Cadeler implements a set of cybersecurity controls and processes designed to ensure timely detection, handling, escalation, and remediation of cybersecurity threats and incidents, including those arising from critical systems and applications provided by third‑party service providers, for which relevant attestations are received. As part of its governance and assurance model, Cadeler’s IT organization engages independent security specialists and strategic advisors to perform risk assessments, technical and manual security evaluations, penetration testing, and infrastructure improvements. The IT team further supports secure operations by providing cybersecurity awareness training for employees and relevant third parties and by conducting simulated phishing exercises at least annually to strengthen the Company’s security culture.

The Cadeler Board retains ultimate responsibility for the approval and oversight of the Company’s cybersecurity risk‑management measures in accordance with applicable regulatory requirements. The Cadeler Board is supported by the audit committee, which assists by reviewing cybersecurity risks, monitoring management’s processes for identifying and evaluating such risks, and overseeing the systems implemented to manage and mitigate cybersecurity incidents. The audit committee reports material cybersecurity risks and relevant developments to the Cadeler Board to support informed oversight and decision‑making.

Management is responsible for the ongoing identification, assessment, and monitoring of cybersecurity risks, establishing processes to manage potential exposures, implementing appropriate mitigation measures, and maintaining the Company’s cybersecurity programs. Cadeler’s cybersecurity program is overseen operationally by the Chief Financial Officer, who receives reporting from Cadeler’s IT organization and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Cadeler’s IT organization is primarily supported by its internal Risk & Compliance function, which provides governance support, promotes consistency in cybersecurity risk‑management practices, and ensures the quality and traceability of cybersecurity risk information. This core internal capability is further supplemented by external experts and security advisors who assist with specialized assessments and the continual improvement of cybersecurity controls and mitigation strategies. Management, including the Chief Financial Officer, and Cadeler’s IT team provide regular updates to the audit committee on the Company’s cybersecurity program, material cybersecurity risks, and mitigation efforts. These updates include quarterly cybersecurity reporting covering, among other topics, third‑party security assessments, developments in cybersecurity, and updates to the Company’s cybersecurity program and mitigation strategies.

In 2025, Cadeler did not identify any cybersecurity incidents or risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, its business strategy, results of operations, or financial condition. Nevertheless, cybersecurity risks cannot

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be fully eliminated, and Cadeler cannot guarantee that it has not experienced an undetected cybersecurity incident. Additional information regarding these risks is provided in Item 3.D. “Risk Factors—Risks Related to the Cadeler Group’s Business—A cybersecurity attack could materially disrupt the Cadeler Group’s business.”

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PART III

Item 17. Financial Statements

See response to Item 18.

Item 18. Financial Statements

The Consolidated Financial Statements on pages 139-143 of the Annual Report 2025 and Notes to the Consolidated Financial Statements on pages 144-210 of the Annual Report 2025 are incorporated herein by reference.

Reconciliation of non-IFRS financial measures

In the financial statements, Cadeler discloses certain financial measures of the Cadeler Group’s financial performance, financial position and cash flows that reflect adjustments to the most directly comparable measures calculated and presented in accordance with IFRS. The inclusion of non-IFRS measures has been expressly permitted by the Danish Business Authority and thereby exempted from the prohibition in Item 10(e)(1)(ii)(C) of Regulation S-K. However, these non-IFRS financial measures may not be defined and calculated by other companies in the same manner and may thus not be comparable with such measures.

Reference is also made to Item 5.A “Operating Results—Non-IFRS Financial Measures” of this Annual Report on Form 20-F and the section titled “Operating Results—Non-IFRS Financial Measures” on page 32 of the 2024 Annual Report on Form 20-F.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Cadeler A/S

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cadeler A/S (the Company) as of December 31, 2025, 2024, and 2023, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, 2024, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.



			Recognition of revenue from time charter and transportation and installation activities
Description of the Matter			As discussed in note 3 to the consolidated financial statements, the Company recognized EUR 490 million in revenue from time charter and transportation and installation activities for the year ended December 31, 2025. Evaluating the criteria for recognizing revenue from contracts required management judgment in identifying performance obligations. Auditing the Company’s revenue from time charter and transportation and installation activities is a critical audit matter due to the complexity and efforts in determining whether the contracts contain one or more performance obligations.

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How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the revenue recognition process, including management’s review controls over the contracts and related determination of the performance obligations. Our audit procedures included, among others, inspection of customer contracts to understand the contracts. For a sample of customer agreements, we obtained and inspected the contract source documents and evaluated the Company’s identification of distinct performance obligations and measurement methods against the principles in IFRS 15 Revenue from Contracts with Customers and IFRS 16 Leases. We also evaluated the adequacy of the Company’s disclosures included in Note 3 to the consolidated financial statements.

/s/ EY Godkendt Revisionspartnerselskab

We have served as the Company’s auditor since 2015.

Copenhagen, Denmark

March 24, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Cadeler A/S

Opinion on Internal Control Over Financial Reporting

We have audited Cadeler A/S’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Cadeler A/S (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ EY Godkendt Revisionspartnerselskab

Copenhagen, Denmark

March 24, 2026

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Item 19. Exhibits

A. Annual Report

The following pages from the Annual Report 2025 (see Exhibit 15.1) are incorporated by reference into this Annual Report on Form 20-F. The content of websites, other sources, reports and materials referenced on these pages are not incorporated by reference into this Annual Report on Form 20-F.


			Page(s) in the Annual Report
Business Review			6-12
Finance Review			13-21
Risks			23-25
Regulatory			26-30
Corporate Governance			31-37

Consolidated Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the years ended December 31, 2025, 2024 and 2023			139
Consolidated Balance Sheet as of December 31, 2025 and 2024			140
Consolidated Statement of Changes in Equity at December 31, 2025, 2024 and 2023			141
Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023			143
Notes to the Consolidated Financial Statements			144-210

B. Remuneration Report

The following pages from the Remuneration Report 2025 (see Exhibit 15.2) are incorporated by reference into this Annual Report on Form 20-F. The content of websites, other sources, reports and materials referenced on these pages are not incorporated by reference into this Annual Report on Form 20-F.


			Page(s) in the Remuneration Report
Board of Directors			5-6
Executive Management			7-10

C. Prospectus

The following pages from the Prospectus (see Exhibit 15.3) are incorporated by reference into this Annual Report on Form 20-F. The content of websites, scientific articles and other sources referenced on these pages are not incorporated by reference into this Annual Report on Form
20-F.


			Page(s) in the Prospectus
Beneficial Ownership of Cadeler Securities			215-216
Business Combination Agreement			110-132
Other Transaction Agreements			133-134
Material Tax Consequences—Material U.S. Federal Income Tax Considerations			256-261

D. Exhibits

List of exhibits:

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Exhibit No.	Description	Method of filing
1.1	Articles of Association of Cadeler	Filed together with this Annual Report on Form 20-F.
2.1	Description of the rights of Cadeler ADSs registered under Section 12 of the U.S. Exchange Act	Incorporated by reference to Exhibit 2.1 to Cadeler’s annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 26, 2024 (the 2023 Annual Report on Form 20-F”).
2.2	Description of the rights of Cadeler Shares registered under Section 12 of the U.S. Exchange Act	Incorporated by reference to Exhibit 2.2 to the 2024 Annual Report on Form 20-F.
4.1	Shipbuilding Contract for the Construction and Sale of One (1) Wind Turbine Installation Vessel, dated May 9, 2022, between Cadeler and COSCO SHIPPING (Qidong) Offshore Co., Ltd.*	Incorporated by reference to Exhibit 10.3 to Cadeler’s Registration Statement on Form F-4 filed with the SEC on October 31, 2023.
4.2	Shipbuilding Contract for the Construction and Sale of One (1) Wind Turbine Installation Vessel, dated November 21, 2022, between Cadeler and COSCO SHIPPING (Qidong) Offshore Co., Ltd.*	Incorporated by reference to Exhibit 10.4 to Cadeler’s Registration Statement on Form F-4 filed with the SEC on October 31, 2023.
4.3	Shipbuilding Contract for the Construction and Sale of One (1) Wind Turbine Installation Vessel, dated May 22, 2024, between Cadeler and COSCO SHIPPING (Nantong) Offshore Co., Ltd.*	Incorporated by reference to Exhibit 4.3 to the 2024 Annual Report on Form 20-F.
4.4	Form of Shipbuilding Contract of Daewoo Mangalia Heavy Industries S.A.	Incorporated by reference to Exhibit 10.8 to Scorpio Bulkers Inc.’s Registration Statement on Form F-1 filed with the SEC on December 2, 2013.
4.5	Facility Agreement for a EUR 50,000,000 Loan Facility, dated November 15, 2023, entered into by and between Cadeler and HSBC	Incorporated by reference to Exhibit 4.24 to the 2023 Annual Report on Form 20-F.
4.6	Increase Confirmation for the Holdco Facility, dated March 7, 2024, entered into by and between Cadeler and HSBC	Incorporated by reference to Exhibit 4.25 to the 2023 Annual Report on Form 20-F.
4.7	Amendment Letter for the Holdco Facility, dated August 26, 2024, entered into by and between Cadeler and HSBC	Incorporated by reference to Exhibit 4.7 to the 2024 Annual Report on Form 20-F.
4.8	Increase Confirmation under the Holdco Facility, dated August 26, 2024, entered into by and among Cadeler, Standard Chartered Bank (Singapore) Limited and HSBC	Incorporated by reference to Exhibit 4.8 to the 2024 Annual Report on Form 20-F.
4.9	Facilities Agreement for Senior Secured Green Facilities of up to EUR 550,000,000, dated December 7, 2023, entered into by and among Cadeler, DNB, Rabobank, Credit Agricole, Danske Bank, OCBC, Standard Chartered Bank and Société Générale	Incorporated by reference to Exhibit 4.26 to the 2023 Annual Report on Form 20-F.
4.10	Supplemental Agreement to Green Corporate Facility, dated August 6, 2024, entered into by and among Cadeler, DNB, Rabobank, Credit Agricole, Danske Bank, OCBC, Standard Chartered Bank and Société Générale	Incorporated by reference to Exhibit 4.10 to the 2024 Annual Report on Form 20-F.
4.11	Facility Agreement for Sinosure-backed Green Term Loan Facility of up to EUR 425,000,000, dated December 22, 2023, by and among Cadeler, DNB, Rabobank, Santander, Credit Agricole, CIC, HSBC, KfW-IPEX, OCBC, Société Générale, Sparebank 1 SR-Bank and Standard Chartered Bank	Incorporated by reference to Exhibit 4.27 to the 2023 Annual Report on Form 20-F.
4.12	Facility Agreement for Eksfin-backed, EIFO-backed, Kexim and Commercial Green Term Loan Facility of up to EUR 212,132,587 entered into by and among Wind Maker Limited (formerly Seajacks 1 Limited), Société Générale, Credit Agricole, CIC, the Korea Development Bank and KfW-IPEX*	Incorporated by reference to Exhibit 4.12 to the 2024 Annual Report on Form 20-F.
4.13	Facility Agreement for Eksfin-backed, EIFO-backed, Kexim and Commercial Green Term Loan Facility of up to EUR 208,307,412 entered into by and among Wind Mover Limited (formerly Seajacks 4 Limited), Société Générale, Credit Agricole, CIC, the Korea Development Bank and KfW-IPEX*	Incorporated by reference to Exhibit 4.13 to the 2024 Annual Report on Form 20-F.

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Exhibit No.	Description	Method of filing
4.14	Facilities Agreement for Sinosure-backed, Eksfin-backed and Commercial Green Term Loan Pre-Delivery and Post-Delivery Facilities of up to EUR 525,000,000 entered into by and among Cadeler, DNB, Credit Agricole, CIC, HSBC, KfW-IPEX, OCBC, Rabobank, Santander, Société Générale, Sparebank 1 SR-Bank and Standard Chartered Bank*	Incorporated by reference to Exhibit 4.14 to the 2024 Annual Report on Form 20-F.
4.15	Facility Agreement for a Green Term Loan of up to EUR 125,000,000 entered into by and among Wind Kepper Limited, Cadeler, DNB, KfW-IPEX and Sparebank 1 SR-Bank*	Filed together with this Annual Report on Form 20-F.
4.16	Facility Agreement for a EUR 60,000,000 Loan Facility (with an accordion option of up to EUR 80,000,000) entered into by and among Cadeler, HSBC and Clifford Capital*	Filed together with this Annual Report on Form 20-F.
8.1	List of subsidiaries	Filed together with this Annual Report on Form 20-F.
11.1	Internal Rules for Handling of Inside Information and Trading in Shares and Other Financial Instruments dated October 26, 2020	Incorporated by reference to Exhibit 11.1 to the 2024 Annual Report on Form 20-F.
12.1	Certification of Mikkel Gleerup, Chief Executive Officer of Cadeler, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed together with this Annual Report on Form 20-F.
12.2	Certification of Peter Brogaard Hansen, Chief Financial Officer of Cadeler, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed together with this Annual Report on Form 20-F.
13.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed together with this Annual Report on Form 20-F.
15.1	Cadeler’s Annual Report for the fiscal year ended December 31, 2025	Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the U.S. Exchange Act, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Annual Report on Form 20-F.
15.2	Cadeler’s Remuneration Report for the fiscal year ended December 31, 2025	Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23(a)(3) of the U.S. Exchange Act, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.2 is not deemed to be filed as part of this Annual Report on Form 20-F.
15.3	Cadeler’s Prospectus	Incorporated by reference to Cadeler’s Prospectus filed on November 7, 2023 pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933, as amended.
15.4	Consent of EY Godkendt Revisionspartnerselskab	Filed together with this Annual Report on Form 20-F.
97	Cadeler’s Compensation Recoupment Policy	Incorporated by reference to Exhibit 97 to the 2023 Annual Report on Form 20-F.
EX-101.SCH	XBRL Taxonomy Extension Schema Document	Filed together with this Annual Report on Form 20-F.
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed together with this Annual Report on Form 20-F.
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed together with this Annual Report on Form 20-F.
EX-101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed together with this Annual Report on Form 20-F.
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed together with this Annual Report on Form 20-F.
104	Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)	Filed together with this Annual Report on Form 20-F.

*Portions of this exhibit have been redacted pursuant to 4(a) of the Instructions as to Exhibits of Form 20-F.

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

CADELER A/S

/s/ Mikkel Gleerup

Name: Mikkel Gleerup

Title: Chief Executive Officer


Date:			March 24, 2026

Annual Report 2025

For the year ending 31 December 2025

Cadeler A/S. Incorporated in Denmark. Registration Number (CVR no.): 3118 0503

Kalvebod Brygge 43, DK-1560 Copenhagen V, Denmark

Contents


Management Review	3
Statement from the CEO	4
Business Review	6
This is Cadeler	8
Our fleet	9
The Year 2025 in Brief	12
Financial Review	13
Financial Highlights	15
Finance Review	17
2026 Outlook	21
Governance	22
Risks	23
Regulatory	26
Corporate Governance	31


Sustainability Statements	38
General information	39
Environment	67
Tackling Climate Change	68
Control and reduce air and water pollution	94
Enhance circular economy	98
Social	102
Management of the own workforce	103
Promote sustainable business practices in the value chain	116
Governance	122
Data points that derive from other EU legislation	128
Green Finance Report	132


Financial Statements	137
Consolidated Financial Statements	138
Consolidated Statement of Profit or Loss and Other Comprehensive Income	139
Consolidated Balance Sheet	140
Consolidated Statement of Changes in Equity	141
Consolidated Statement of Cash Flows	143
Notes to the Consolidated Financial Statements	144
Parent Company Financial Statements	211
Notes to the Parent Company Financial Statements	216
Statement by Management	232
Independent Auditor's Reports	234
Forward-looking Statements	245
Alternative Performance Measures	247

Management Review


Business Review	6
Financial Review	13
Governance	22

Statement from the CEO

2025 was a defining year for Cadeler.

Through disciplined execution and a major expansion of our fleet,

the company strengthened its position as a leading provider of

offshore wind installation services while delivering strong financial

performance. Building on the strategic transformation of recent

years, Cadeler significantly increased fleet capacity, expanded its

organisational platform, and further diversified revenues across

transport and installation, foundations, and operations and

maintenance (O&M).

Strong market demand and high fleet utilisation supported results

that exceeded expectations. Reliable project execution remains a

key differentiator in offshore wind, and Cadeler continued to deliver

consistent performance for clients and partners. This momentum

contributed to a record-high order backlog, providing strong long-

term visibility and reinforcing the resilience of our business model.

Expanding fleet capacity

A central milestone in 2025 was the delivery of five new vessels:

Wind Maker, Wind Pace, Wind Keeper, Wind Ally and Wind Mover.

This expansion effectively doubled Cadeler’s fleet capacity within

twelve months, with all vessels delivered on or ahead of schedule.

The expansion reflects proactive fleet planning and vessel designs

developed through decades of operational experience. As offshore

wind projects grow in scale and complexity, installation capacity and

operational efficiency are becoming increasingly critical.

A larger, standardised fleet also enhances operational resilience for

our clients. Greater fleet depth provides built-in redundancy,

improving reliability and reducing execution risk across complex

installation campaigns.

Cadeler’s expansion will continue with the expected delivery of Wind

Ace in the second half of 2026. By mid-2027, the company will operate

a fleet of twelve vessels, positioning Cadeler as the world’s largest and

most versatile pure-play offshore wind installation provider.

Throughout this period of growth, Cadeler maintained a disciplined

capital structure. In May 2025, the company acquired Wind Keeper,

further strengthening its capabilities in O&M services. Later in the

year, Cadeler also established a new unsecured green corporate loan

facility, increasing financial flexibility and supporting future growth.

Scaling the organisation

Our people remain the foundation of Cadeler’s success. As the fleet

expanded during 2025, the organisation also grew significantly,

surpassing 1,000 employees by year-end.

Alongside this growth, Cadeler continued investing in recruitment,

leadership development, and operational capabilities to support an

increasingly complex global project portfolio. At the same time, we

strengthened a culture built on fairness, transparency and

responsibility, with a clear focus on delivering the best outcomes for

our clients.

Strong backlog and global opportunities

Cadeler further strengthened its order backlog in 2025 with the

signing of seven major contracts.

Europe remains our largest and most strategically important market,

supported by a strong pipeline of offshore wind projects. The United

Kingdom continues to play a central role in offshore wind

deployment, and Cadeler is engaged in several large projects in UK

waters, including Hornsea 3 and East Anglia TWO, both involving

full-scope foundation transport and installation.

At the same time, activity in newer markets continued to develop.

The Baltic Sea region saw steady progress, the Asia-Pacific pipeline

continued to mature, and Cadeler had two vessels operating in the

United States during the year.

Expanding operations and maintenance services

Demand for O&M services continued to grow in 2025, representing

approximately one-fifth of Cadeler’s revenue.

This growth reflects the rapid expansion of the global offshore wind

installed base and the increasing deployment of larger turbines.

These larger turbines require advanced maintenance capabilities

closely aligned with Cadeler’s fleet and operational expertise.

Over time, O&M represents an attractive structural growth

opportunity. It diversifies revenue streams, improves fleet utilisation

through long-term agreements, and provides operational continuity

between installation projects.

To support this development, Cadeler launched Nexra in 2025 as a

dedicated O&M service platform. Nexra strengthens client

partnerships and enables a more focused and scalable approach to

long-term service delivery.

The acquisition of Wind Keeper further enhanced these capabilities

and supports Cadeler’s ambition to provide specialised maintenance

services for the industry’s largest turbines.

Strengthening foundation capabilities

Cadeler’s capabilities in foundation transport and installation also

continued to advance. Building on experience from more than 900

installed offshore foundations, the company will begin execution of

the full-scope foundation campaign at Ørsted’s Hornsea 3 offshore

wind farm in early 2026.

This project represents another important step in integrating

Cadeler’s services across the offshore wind value chain.

Advancing sustainability

Responsible operations remain central to Cadeler’s long-term strategy.

With several newbuild vessels delivered to stringent environmental

standards, we continue to focus on reducing emissions intensity

across the fleet. Cadeler remains committed to reducing Scope 1

and Scope 2 emissions intensity by 50% by 2030 and achieving

net-zero operations by 2035.

During 2025, we advanced several initiatives to support these

ambitions, including the use of biofuel blends on our O-class

vessels, energy audits, shore-power upgrades, and preparations for

further technical retrofits. We also continued investing in crew

training to improve operational efficiency and support circular

practices across our operations.

Our human rights framework also progressed following our Human

Rights Impact Assessment, leading to governance enhancements

such as the establishment of a cross-functional CSR Leadership

Group and strengthened due-diligence procedures.

Outlook

Offshore wind remains one of the most scalable renewable energy

sources and will play an increasingly important role as global energy

systems electrify.

The industry experienced a period of recalibration in 2025 as

developers and governments addressed inflation, supply-chain

pressures and project financing challenges. In response, several

European governments refined auction frameworks to support

continued project development.

While some markets experienced short-term delays, commercial

visibility for Cadeler improved during the year. Our record order

backlog provides a strong foundation for activity in 2026 and 2027.

As offshore wind projects continue to scale, demand for high-

capacity installation vessels and specialised O&M services is

expected to increase. At the same time, the supply of capable

vessels is expected to tighten toward the end of the decade.

Cadeler enters this period from a position of strength. Supported by

a modern fleet, strong execution capabilities and a disciplined

approach to capital allocation, we remain focused on delivering

reliable installation capacity and long-term value for our clients,

partners and shareholders.

I would like to thank our clients for their continued trust, our

partners for their collaboration, and all Cadelers for their dedication

and professionalism.

Together we will continue supporting the global energy transition

while building a stronger and more resilient Cadeler.

Mikkel Gleerup

CEO

Business Review

Business Review

Cadeler A/S ("Cadeler" or the "Company" and, together with its

subsidiaries, the "Cadeler Group" or the "Group") is a leading supplier

to the offshore wind industry, specialising in installation services and

operation and maintenance works. The Company offers marine and

engineering operations with a strong emphasis on safety and

environmental responsibility. Headquartered in Copenhagen,

Denmark, Cadeler provides high quality offshore wind support

services to clients in Europe, Asia, and the United States. The

Company maintains offices in Vejle (Denmark), Norwich (United

Kingdom), Taipei (Taiwan), Tokyo (Japan), and Virginia (United

States).

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.

Cadeler's services encompass project management, operations and

maintenance, as well as decommissioning for the offshore wind

industry. The Company has solidified its leading market position

through its specialised fleet equipped with advanced, high-quality

equipment, a team of experienced professionals, and a strong

reputation for upholding the highest standards of safety, efficiency,

and precision.

This is Cadeler

What we do

Cadeler is a leading global partner in offshore

wind turbine transport and installation, owning

the world’s largest fleet of jack-up vessels.

Building on nearly two decades of experience,

we are now expanding our capabilities across

foundation transport and installation, and

operations and maintenance, to support the

evolving needs of the offshore wind sector.

Our fleet

Our fleet

A diverse and modern fleet

Cadeler operates the world’s largest and most advanced fleet of

wind turbine transport and installation vessels. The fleet comprises a

range of specialised vessel classes designed to support offshore

wind projects throughout their operational lifetime.

Cadeler’s largest A-class vessels, represented today by Wind Ally,

with Wind Ace and Wind Apex under construction and scheduled

for delivery in 2026 and 2027, are hybrid units capable of installing

both offshore wind turbines and large monopile foundations. Their

design allows transport of multiple XXL monopiles and quick

conversion between turbine and foundation installation scopes.

Cadeler’s P-class and M-class vessels, Wind Peak, Wind Pace, Wind

Maker and Wind Mover, support high-capacity wind farm installation

scopes worldwide. Large deck space, substantial payload capacity, and

powerful heavy-lift cranes enable the efficient transport and installation

of the next-generation of 15-20MW+ offshore wind turbines.

Cadeler’s O-class vessels, Wind Orca and Wind Osprey, support both

installation and maintenance activities across offshore wind farms.

They are designed to operate on sites with challenging seabed

conditions, while their large payload capacity supports efficient

transport and installation of offshore wind components. In early 2024,

both vessels were upgraded with new main cranes, enabling the

efficient installation of the current generation of 15MW wind turbines.

Wind Keeper, Wind Scylla, and Wind Zaratan form the core of

Cadeler’s operations and maintenance (O&M) platform, even as

Wind Scylla and Wind Keeper remain active in the installation

market, demonstrating the depth and strength of Cadeler’s fleet.

Together, Cadeler’s vessels form a diverse and modern fleet,

capable of supporting Cadeler’s ambition to be the offshore wind

industry’s preferred partner across the operational lifecycle of the

next generation of offshore wind farm projects.

Fleet expansion in 2025

2025 marked a significant year of growth for Cadeler. During the

year, the company doubled the number of vessels on the water

from five to ten with the addition of Wind Maker, Wind Pace,

Wind Keeper, Wind Ally and Wind Mover. All vessels were

delivered on budget and on or ahead of schedule.

The newbuild programme reflects Cadeler’s long-term strategy of

investing in next-generation installation vessels capable of

transporting and installing the largest offshore wind turbines and

monopile foundations currently being deployed across the

industry. The expanded fleet strengthens Cadeler’s ability to

support clients across increasingly complex offshore wind projects

worldwide.

The year began with the delivery of Wind Maker in January 2025.

The vessel entered service immediately following delivery,

bringing additional installation capacity into operation at Ørsted’s

Greater Changhua 2b and 4 offshore wind farms in Taiwan.

In March, Cadeler took delivery of Wind Pace. The vessel was

mobilised for operations in the United States before completing

its campaign and returning to Europe, where it is preparing to

soon commence installation work at the East Anglia THREE

offshore wind farm.

Later in the year, Cadeler took delivery of Wind Ally, the first A-

class vessel designed for combined transportation and installation

of XXL offshore wind foundations. The vessel is currently being

mobilised to commence work on Ørsted’s Hornsea 3 project,

where Cadeler will deliver the full transportation and installation

scope for monopile foundations.

By year-end, Wind Mover was delivered ahead of schedule and is

preparing to commence transportation and installation operations

in European waters.

In addition to the delivery of newbuild vessels, Cadeler expanded

its fleet through the acquisition of Wind Keeper from the

secondary market in mid-2025. The vessel was promptly chartered

on a long-term contract of up to five and a half years,

strengthening Cadeler’s position in the O&M segment. Cadeler

completed its acquisition of Wind Keeper in July 2025, and the

vessel subsequently transited to Europe where she underwent

substantial upgrades, completed in February 2026.

Together, these additions reflect Cadeler’s strategy of maintaining

a diverse and modern fleet capable of supporting offshore wind

projects across installation and lifecycle services.

Strengthening O&M capabilities

In 2025, Cadeler established Nexra, its dedicated service platform

for the offshore wind aftermarket, with a team dedicated

exclusively to the provision of operations and maintenance

services. The launch of Nexra underlines Cadeler’s commitment to

deepening long-term client partnerships and strengthening its

operational focus in the O&M market. Combining technical

expertise with a flexible vessel portfolio, Nexra complements

Cadeler’s core installation activities, supporting efficient fleet-wide

utilisation while better catering to the needs of the Cadeler

Group’s clients across key offshore wind markets.

Our fleet


						Delivery
Class	Name	Crane capacity (tonnes)	WTG	FOU	O&M	Before 2025	2025	2026	2027	Build
A	Ally	>3,300	●	●	●		●			2025
	Ace		●	●	●			●		2026
	Apex		●	●	●				●	2027
P	Peak	>2,600	●	●	●	●				2024
P	Pace	>2,600	●	●	●		●			2025
M	Maker	>2,600	●	●	●		●			2025
M	Mover	>2,600	●	●	●		●			2025
O	Osprey	1,600	●		●	●				2013
O	Orca	1,600	●		●	●				2012
	Keeper	2,200	●		●		●			2024
	Scylla	1,540	●		●	●				2015
	Zaratan	800			●	●				2012
			●Capable ●Priority

The Year 2025 in Brief

Financial Review

Key Financial Figures

Revenue

€620.4m

Equity ratio

44.0%

Utilisation (unadj.)

75%

EBITDA

Net profit

Backlog1

€425.3m

€280.2m

€2.8b

1.Contract Backlog including options as at 31 December 2025

Financial Highlights


Key Figures
EUR'000	2025	2024	2023	2022	2021
Revenue¹	620,354	248,738	108,622	106,424	60,938
Cost of sales	(236,755)	(124,228)	(59,858)	(49,537)	(38,879)
Gross profit	383,599	124,510	48,764	56,887	22,059
Operating profit	317,743	69,444	14,443	41,191	11,134
Net financials	(29,879)	(1,967)	(2,945)	(5,650)	(3,696)
Profit for the period	280,184	65,069	11,498	35,541	7,451

Cash flow provided by operating activities	394,200	93,103	63,383	29,036	30,200
Cash flow used in investing activities	(1,264,164)	(622,959)	(54,727)	(225,408)	(163,375)
Of which investment in property, plant and equipment	(1,235,673)	(615,542)	(66,899)	(224,606)	(162,941)
Cash flow provided by/(used in) financing activities	967,690	481,986	70,268	213,075	71,847
Net (decrease)/increase in cash and cash equivalents	97,726	(47,870)	78,924	16,703	(61,328)
Share related key figures
Earnings per share (EPS), EUR	0.80	0.19	0.06	0.22	0.06
Diluted earnings per share (diluted EPS), EUR	0.79	0.19	0.06	0.22	0.06
Operational metrics
Contracted days (no. of days)	1,926	1,051	568	635	562
Utilisation (%)	75%	66%	75%	87%	77%

1 Consolidated revenue as of 31 December 2023 include EUR 3.4 million for 12 days from business combination with Eneti.

Financial Highlights

Continued from previous page


Key figures	2025	2024	2023	2022	2021
EUR'000
Total assets	3,416,676	1,937,017	1,252,560	670,030	424,766
Non-current asset	3,026,719	1,755,611	1,105,110	610,524	400,148
Total liabilities	1,913,000	703,122	293,519	129,462	99,510
Equity	1,503,676	1,233,894	959,041	540,568	325,256
Cash and cash equivalents	151,679	51,253	96,608	19,012	2,308
Financial ratios and operational metrics
Return on assets (%)	11.9%	4.4%	1.6%	7.6%	3.0%
Return on equity (%)	20.5%	6.0%	1.6%	8.3%	2.7%
Equity ratio (%)	44.0%	63.7%	76.6%	80.7%	76.6%
Average number of employees
Onshore	307	242	113	70	58
Offshore¹	586	364	182	162	12

1 Offshore crew members were hired directly by the Company from the end of November 2021. Average number of employees in 2021 reflect the number of seafarers divided by 12 months. The Company had 148 seafarers by the end of 2021.

Finance Review

Capital structure and assets

Equity

On 31 December 2025, equity amounted to EUR 1,504 million,

reflecting an increase of 22% from the balance as of 1 January 2025

(EUR 1,234 million in 2024 and EUR 959 million in 2023) as a result of

profit for the year of EUR 280 million (EUR 65 million in 2024 and EUR

11 million in 2023), and EUR 11 million loss from value adjustment of

hedges (EUR 23 million gain in 2024 and EUR 23 million loss in 2023).

As of 1 January 2025, all entities of the former Eneti Group changed

their functional currency from USD to EUR. The change reflects the

impact of Cadeler’s acquisition and subsequent changes to the

entities’ financing, organisation and activities. Based on these

changes, Management determined that the primary economic

environment in which these entities operate is now predominantly

EUR-denominated and that EUR therefore represents the most

appropriate functional currency.

Assets

As of 31 December 2025, the Company's total assets amounted to

EUR 3,417 million, a 76% increase for the reporting period, driven

principally by an increase in property, plant and equipment of EUR

1,225 million of which EUR 1,255 million relates to the Group’s

newbuild programmes. Additions to property, plant, and equipment

are described in Note 13.

Property, Plant and Equipment

The Cadeler Group’s property, plant, and equipment increased to

EUR 3.0 billion in 2025, up from EUR 1.7 billion in 2024. This primarily

comprised the newbuild vessels under construction. The Cadeler

Group does not own any substantial real estate. The Cadeler Group is

currently leasing its headquarters in Copenhagen. The Group entered

into additional lease agreements for office premises in other

locations. A new lease agreement was concluded for office facilities in

Norwich, effective March 2025, Cadeler also entered into leases for

office premises in Monaco and Taiwan, and Vejle, Denmark.

The Fleet

As of 31 December 2025, the Cadeler Group’s fleet consists of nine

operating vessels, one A-class Vessel (Wind Ally), two P-class Vessels

(Wind Peak and Wind Pace), two M-class Vessels (Wind Maker and

Wind Mover), two O-class Vessels (Wind Orca and Wind Osprey),

Wind Scylla and Wind Zaratan. Moreover, in 2025, acquired Wind

Keeper, a newly-constructed vessel which, following upgrades, will be

well-suited for the global O&M market, enabling Cadeler to meet

growing after market demand while enhancing fleet flexibility.

Funding

At the end of the reporting period, EUR 148 million from the RCF

remains unutilised.

The Company had significant headroom to comply with its debt

covenants and on 31 December 2025, the Company had available

liquidity of EUR 343 million from cash at hand and available

committed facilities including the Green Corporate Facility. The

Cadeler Group’s management anticipates seeking further debt

financing in connection with milestone payments for the delivery of

the Cadeler Group’s third A-class newbuild, due to be delivered in Q2

2027.

Finance Review

Continued from previous page

Income statement and cash flows

Profit for the year

The Group’s result for the year was a profit of EUR 280 million, representing an increase of EUR 215 million

compared to the EUR 65 million profit earned in 2024. This result was principally driven by higher gross

profit. In 2025, gross profit amounted to EUR 384 million, corresponding to a gross margin of 62%, up from

a gross margin of 50% in 2024, reflecting improved profitability principally due to the receipt of termination

fees under a Long-Term Agreement (LTA) and an increase in operating vessels in the year along with an

increase in vessel utilisation.

Revenue

The Group’s revenue for the year amounted to EUR 620 million, reflecting an increase of EUR 372 million

compared to the EUR 249 million revenue reported in 2024, driven principally by the increased revenue

from fleet expansion and higher utilisation, and the receipt of termination fees under the LTA. On 1 July

2025, the Company issued revised full-year guidance indicating that it expected 2025 revenue to range

between EUR 588 million and EUR 628 million; the actual revenue for the year is within this guidance.

Cadeler's order book for 2026 is substantially filled. As of March 2026, the contract backlog stood as follows:


EUR million	Within 1 year	After 1 year	Total
Contract backlog including options as of 31 December 2025	846	1,919	2,765
Additions in the period 1 January 2026 to 24 March 2026:
Firm, excluding options	52	—	52
Options considered as contingent considerations for revenue recognition purposes	5	—	5
Options not considered as contingent considerations for revenue recognition purposes	5	—	5
Contract backlog including options as of 24 March, unadjusted for services provided during the period 1 January - 24 March 2026¹	908	1,919	2,827

Refer to Note 3 for further information regarding the total contract backlog at 31 December 2025.

1 As of the report release date, 80% of the contract backlog (an aggregate of EUR 2,259 million) relates to projects for which the

relevant counterparty has taken a positive final investment decision (FID), while an aggregate of EUR 568 million remains subject to

counterparty FID.

Finance Review

Continued from previous page

Costs

Amounting to EUR 237 million, the Group’s cost of sales for 2025 was

EUR 113 million higher than the EUR 124 million reported for 2024,

driven mainly by the addition of newly built vessels becoming part of

the Group’s fleet and operating in the market.

Administrative expenses in 2025 amounted to EUR 75 million, an

increase from the EUR 57 million in 2024. This was primarily driven by

the Group’s increasing headcount, including the strategic recruitment

of key personnel to ensure an elevated level of support for ongoing

operations and significant new projects.

EBITDA

The Group’s EBITDA for the year amounted to EUR 425 million,

reflecting an increase of EUR 299 million from EUR 126 million in

2024, as disclosed in the Alternative Performance Measures (APM)

section, slightly exceeding the revised EBITDA guidance ranging

between EUR 381 million and EUR 421 million. Adjusted EBITDA,

which excludes transaction costs related to the business combination

with Eneti, was EUR 50 million in 2023, as disclosed in the APM

section. The Group does not report adjusted EBITDA for 2025 or

2024.

Financial Income and Expenses

Financial income, amounting to EUR 7 million, was EUR 2 million

higher in 2025 than the EUR 5 million financial income in 2024,

mainly driven by a EUR 4 million increase in foreign exchange gains

and a EUR (2) million decrease in interest income. Financial costs in

2025 amounted to EUR 37 million, EUR 30 million higher than the

EUR 7 million reported in 2024, primarily explained by a EUR 18.8

million increase of interest linked to debt facilities due to more

outstanding debt as a result of new vessels, and a EUR 8 million

increase in foreign exchange losses.

Cash flows

Net cash flow from operating activities amounted to EUR 394 million

in 2025, EUR 301 million higher than the EUR 93 million recorded in

2024, driven by increased operating profit and deferred revenue.

Net cash flow used in investing activities was EUR 1,264 million in

2025, representing an increase of EUR 641 million compared to the

EUR 623 million reported in 2024. The increase was driven by large

asset investments, including the final instalments of Wind Maker,

Wind Pace, Wind Ally and Wind Mover, other vessel upgrades and

instalment payments for certain of the Group's vessels under

construction.

Net cash flow from financing activities in 2025 was EUR 968 million,

an increase of EUR 486 million compared to a net inflow of EUR 482

million reported in 2024. This increase was driven by proceeds from

borrowings of EUR 1.3 billion net of bank fees and partially offset by

the increased interest paid and repayments.

Parent Company

Cadeler A/S, the Parent Company, reported a net profit of EUR 114

million, an increase from the EUR 20 million reported in 2024. The

Parent Company’s revenue in 2025 amounted to EUR 422 million, an

increase from the EUR 127 million in 2024. This performance exceeds

the projected revenue range for 2025, as disclosed in the Group's

Annual Report 2024, which was between EUR 280 million and EUR

320 million due to the receipt of termination fees under a Long-Term

Agreement (LTA).

Total expenses for the Parent Company in 2025 amount to EUR 277

million (EUR 116 million in 2024). As the Group’s vessels are owned

by subsidiaries of the Parent Company, no vessel depreciation or

vessel insurance expenses are recognised in the Parent Company.

Instead, the Parent Company is subject to bareboat charges from

vessel owning subsidiaries, amounting to EUR 135 million in 2025

(EUR 43 million in 2024).

As of 31 December 2025, total assets amounted to EUR 1.9 billion

(EUR 1.7 billion in 2024). The increase in the Parent Company’s

assets is primarily driven by a EUR 114 million decrease in property,

plant and equipment along with an increase in investments in

subsidiaries.

Total liabilities in 2025 amounted to EUR 628 million (EUR 599

million in 2024) driven by an increase of EUR 81 million in debt to

credit institutions and a decrease of EUR 152 million in payables to

subsidiaries. Equity amounted to EUR 1.3 billion (EUR 1,134 million in

2024), compared to the Group’s EUR 1.5 billion (EUR 1,234 million in

2024).

Finance Review

Continued from previous page

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 recruiting experienced engineers

who can adapt the Company's vessels to meet the specific

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 competitive edge in the

market and position itself for long-term success.

Research and development activities

The Company's research and development efforts focus on advancing

fleet capabilities and developing innovative solutions to optimize offshore

wind operations. Continued investment in research and development

strengthens The Company’s competitive position, enhances efficiency,

and ensures alignment with evolving customer needs. These initiatives

remain key drivers of long-term growth and success.

Data ethics

As per section 99D of the Danish Financial Statements Act, Cadeler as

a listed company is obliged to disclose its policy on data ethics. For

further information, see the sustainability statements (page 38).

Impact on the external environment

Sustainability remains a strategic priority 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 strives to identify and reduce

the negative impact that its business has on the environment and

local communities and is committed to demonstrating leadership in

matters of environment, health and safety, employment, and

corporate responsibility across its value chain.

The Company pursues the long-term goals relating to

decarbonisation and improved circularity of its operations. These are

pursued, inter alia, through improvements to the operating fleet and

optimized vessel design for the newbuild vessels, including energy-

efficient solutions or the adoption of alternative fuels. The Company

is working on ensuring continuous improvements by actively

monitoring performance.

As environmental regulations evolve, maintaining vessel compliance

with International Convention for the Prevention of Pollution from

Ships (MARPOL) requirements and operating on low-sulphur fuels,

IMO and EU targets, and CSRD reporting requirements, remain key

priorities for the Company. The Company also prioritises

collaboration with business partners and engagements across the

value chain to enhance sustainability practices across the industry.

For further information, see the sustainability statements (pages

38-136).

2026 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 2026 is expected

to result in a revenue of between EUR 854 million and EUR 944

million, compared with a revenue of EUR 620 million in 2025. EBITDA

is expected to be in the range of EUR 420 million to EUR 510 million

million in 2026 (in 2025 EUR 425 million).

Going into 2026, Cadeler continues to strengthen its position as the

leading T&I contractor in the attractive offshore wind market. Over the

past year, the sector has experienced continued negative sentiment

and political headwinds in the United States. In other regions, markets

are recalibrating as governments and developers adjust auction

timelines and frameworks to reflect evolving market conditions. The

fundamentals of offshore wind remain strong and highly competitive

compared to alternative energy sources, which is substantiated by

high long-term targets in key offshore wind markets. This is supported

by positive development in Europe including the record-breaking UK

AR7 auction, awarding over 8GW of capacity. Additionally, European

governments have connected to accelerate offshore wind expansion

through cross-border projects: at the North Sea Summit in Hamburg

on January 26, 2026, nine North Sea countries (including the UK,

Germany, France, and Denmark) committed to the delivery of 15 GW

of offshore wind per year for the 2031-2040 period and to a goal of

installing 300 GW of offshore wind by 2050. Cadeler expects that the

undersupply of installation vessels will continue to increase, as the

current fleet is aging and becoming inefficient.

Cadeler is experiencing strong demand for our growing fleet. The

backlog now stands at EUR 2,827 million compared to EUR 2,336

million last year. The business of Cadeler is inherently long-term

focused, with project bidding now stretching into the 2030s. Europe

remains the cornerstone region for offshore wind and Cadeler, with

other regions like Asia Pacific increasing significantly in scale – both

on existing and new markets. Furthermore, the long-term

development of the U.S. and other markets in the Americas continue

to have a long-term potential despite short-term setbacks.

Cadeler continues to have an optimistic outlook on the market for

our core segments, wind turbine and foundation installation and

heavy operations & maintenance. Following the successful merger

with Eneti in 2023 and the acquisition of the new jack-up vessel

Wind Keeper in 2025, Cadeler is the owner of the largest purpose-

built fleet in the industry, with ten vessels currently in operation and

two more being delivered in 2026 and 2027. In addition, Cadeler has

established a dedicated O&M service platform, Nexra, in 2025 which

is expecting to significantly benefit from the growing demand for

major component replacement services and provide additional value

to clients. Operating the largest and most capable fleet brings

significant scale advantages by being able to cross-utilise our fleet,

reuse seafastening and tooling to deliver operational efficiency and

cost savings. These advantages will only continue to strengthen as

the newbuild fleet is being delivered.

Cadeler's guidance for 2026 is subject to risks and uncertainties,

many of which are beyond its control. One-off market-shaping

events such as strikes, embargoes, political instability 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 breakdown or non-performance. The

cancellation or postponement of one or more vessel employment

contracts could have a material adverse impact on the earnings of

the Company.

Governance

Risks

Special risks

Operational risks

The Cadeler Group generates revenue by utilizing its fleet for the

transportation and installation of offshore wind turbine generators and

foundations, and the provision of maintenance services in the offshore

wind industry. The Company is vulnerable to a loss of revenue if any of

its vessels are taken out of operation or if the delivery of its newbuilds

is delayed. As of the date of this Annual Report 2025, the Company's

fleet consists of 10 WTIV: Wind Orca, Wind Osprey, Wind Scylla, Wind

Zaratan, Wind Keeper, Wind Peak, Wind Pace, Wind Maker, Wind

Mover and Wind Ally. The Company also has orders for two newbuild

vessels currently under construction: Wind Ace and Wind Apex.

If any of the Cadeler Group’s vessels or, once delivered, its newbuilds, are

temporarily or permanently taken out of operation, or if its newbuilds are

delayed in delivery, this could result the loss of the revenue that would

otherwise be generated by that vessel. In addition to a potential loss of

revenue, the Cadeler Group could also be liable to its customers for

liquidated damages under the charters that the Cadeler Group enters

into with respect to its vessels. The loss of revenue and liability to its

charterers could have a material adverse impact on the Cadeler Group’s

business, prospects and financial results and condition, including its ability

to comply with the financial covenants under its financing arrangements.

The Company has contracted with COSCO Shipping Heavy Industry

Co., Ltd. (COSCO) for its newbuild A-class vessels, the first of which is

expected to be delivered in H1 2026 and the second in Q2 2027. Any

problems that may impact China and its economy in general, the

availability of components or materials needed, or the COSCO

shipyard specifically, could lead to delays affecting one or both

newbuild vessels. The Cadeler Group’s existing vessels also require

upgrades, refurbishments, and/or repairs from time to time that

potentially entail risks, including delays and cost over-runs, and could

have an adverse impact on the Company's available cash resources

and results of operations.

The Cadeler Group operates in the offshore industry and is therefore

subject to inherent hazards, such as equipment breakdowns,

technical problems, harsh weather conditions, environmental

pollution, force majeure situations (nationwide or port-specific strikes,

etc.), accidents (including dropped objects), 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, third parties or customer claims,

and suspension of operations.

WTIVs, including the Cadeler Group’s vessels, are also subject to

hazards inherent in marine operations, either while on-site or during

mobilisation, including—but not limited to—capsizing, sinking,

grounding, collision, damage from severe weather and marine life

infestations. Operations may also be suspended because of

machinery breakdowns, abnormal operating conditions, failure of

subcontractors to perform or supply goods or services or personnel

shortages.

Employment of vessels is key

The Cadeler Group’s income is dependent on project contracts and

vessel charters for the employment of its vessels. Typically, these

contracts are concluded several years in advance, providing visibility

of future deployment. The Cadeler Group has a contract backlog of

existing customer contracts that imply revenues in the future, both

for “firm” contracted days and, typically, “option” days (days that are

callable at the relevant customer’s option). Such contracts, and the

revenues derived therefrom, are subject to various terms and

conditions, including certain cancellation events, and the exercise of

options is exclusively at the discretion of the relevant customer. Such

contracts could be subject to termination, amendments and/or delays

resulting in revenues being reduced, deferred or not realised at all.

In addition, there is a risk that the Company may find it difficult to

obtain future employment for its vessels which could result in

utilisation to subsequently 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 may also

be off-hire periods as a consequence of accidents, technical

breakdown or non-performance. The cancellation or postponement

of one or more employment contracts could have a material adverse

impact on the Company’s earnings.

Low demand in market

The Cadeler Group relies on revenue generated from wind farm

installation and related maintenance. The limited diversification in

Cadeler’s sources of revenue makes the Cadeler Group vulnerable to

adverse developments or periods of low market demand. Demand

for the Cadeler Group’s services may be volatile and subject to

variation for a number of reasons, including uncertainty in future

demand and regulatory changes. For example, the market for

offshore wind energy has recently experienced certain challenges in

various jurisdictions including the United States, Denmark, the

Netherlands as well as other markets, including delays in relevant

supply chains, cancellation of contracts and failed government

auction rounds, which could adversely affect the number of offshore

wind farm projects to be developed in these markets in the future.

There is a risk that similar challenges could also affect other countries.

Any oversupply of vessels compared to the market demand for such

vessels or similar capacity could cause contract rates to decline.

Falling rates could materially and adversely affect the Cadeler Group’s

financial performance and results of operations. As the Cadeler

Group’s vessels are highly specialised for wind farm installation,

redeployment to other sectors of the marine industry may be difficult

or impossible to achieve, both practically and commercially.

Risks

Continued from previous page

Macroeconomic risks

The Cadeler Group is exposed to macroeconomic and geopolitical

risks, including global uncertainties due to high public debt levels,

persistent inflation and elevated interest rates, the war in Ukraine,

recent developments and heightened public and diplomatic focus on

Greenland and Arctic security, the imposition of sanctions against

Russia, conflict in the Middle East, European energy crises and supply

chain disruptions. Specifically, delays in the delivery of newbuilds may

arise from issues at COSCO, a Chinese shipyard, or from geopolitical

tensions involving China. These macroeconomic and geopolitical

factors could materially affect the Cadeler Group's business, financial

results, and future prospects.

The wind energy market is influenced by the price and availability of other

energy sources, including nuclear, coal, natural gas and oil, as well as

other sources of renewable energy. To the extent that renewable energy,

and in particular wind energy, becomes less cost-competitive due to

reduced government targets, increased costs, new regulations or

incentives favoring alternative renewable energy, or the availability of

cheaper, more efficient or otherwise more attractive alternatives, demand

for wind energy and other forms of renewable energy could decrease.

Slow growth or a long-term reduction in the demand for wind energy

could in turn reduce the demand for the Cadeler Group’s services, which

could have a material adverse effect on the Cadeler Group’s business,

prospects and financial results and condition.

Debt facility risks

The Cadeler Group has entered, and will in the future enter into, various

debt financing agreements. The Cadeler Group’s level of indebtedness

exposes it to certain risks, including increased vulnerability to general

adverse economic and industry conditions. In addition, the Cadeler

Group’s indebtedness requires the Cadeler Group to dedicate a portion

of its cash flow from operations to debt payments, thereby reducing the

availability of cash flow to fund working capital, capital expenditures,

acquisitions, investments, and other general corporate purposes, and

potentially limiting its ability to borrow additional funds or to borrow

funds at rates or on other terms it finds acceptable.

The agreements governing the Cadeler Group’s indebtedness contain

(and it is expected that any agreements governing any additional debt

that the Cadeler Group may incur or assume would contain) various

operating and financial covenants relating to the business of the

Cadeler Group. For instance, there are specific financial covenants in

certain of the Cadeler Group’s debt facilities relating to minimum

liquidity of the Cadeler Group, the Cadeler Group’s equity ratio and its

working capital. Certain of the Cadeler Group’s debt facilities also

include financial covenants relating to the fair market value of its

vessels. Any failure to comply with such covenants may result in an

event of default under such agreements, which may allow the

applicable creditors to accelerate the related debt. Such acceleration

could trigger cross-acceleration or cross-default provisions in the

Cadeler Group’s other debt facilities.

Liquidity risks

The Company manages liquidity risk by maintaining sufficient cash

and access to committed credit facilities to meet its operational

needs and installment payment obligations in respect of its newbuild

vessels. The Cadeler Group’s management anticipates seeking further

debt financing in connection with milestone payments for the

delivery of the Cadeler Group’s third A-class newbuild, due to be

delivered in Q2 2027.

Foreign exchange risks

The Company is exposed to foreign currency risks. A significant

portion of income is invoiced in EUR, as are most costs, or in DKK,

which is pegged to the EUR. As a result of the business combination,

certain income is invoiced in USD. A significant proportion of the

Company's commitments for the construction of newbuild vessels is

payable in USD. The foreign exchange exposure arising from the

newbuild contracts has been partially swapped into EUR through the

Company’s banks at an average USD:EUR rate of 0.8586. Another

portion of the exposure has been hedged through zero-cost collar

contracts, securing an average USD:EUR exchange rate range

between 0.8607 and 0.9092.

Risks

Continued from previous page

Interest rate risks

The Cadeler Group’s performance is affected by changes in

interest rates. The margin on the Cadeler Group’s debt facilities is

generally expressed as a floating rate. It is the Cadeler Group’s

policy to hedge up to 50% of such interest rate risk. In addition to

direct impacts on the Cadeler Group, changes in interest rates

may indirectly impact Cadeler’s results by reducing general rates

of economic growth and increasing the cost of capital for capital-

intensive development projects, such as offshore wind farms,

thereby reducing the attractiveness of such projects and demand

for the Cadeler Group’s services.

Credit risks

The Company adopts stringent procedures when extending credit

terms to customers and in the monitoring of credit risk. The

Company deals only with customers that have an appropriate

credit history and seeks to obtain sufficient security, where

appropriate, to mitigate credit risk. Historically, only immaterial

credit losses have been incurred.

Laws and regulations risks

The Cadeler Group and its business are subject to laws and regulations

governing the offshore industry. Future changes in the domestic and

international laws and regulations applicable to the Cadeler Group and

its activities are unpredictable and beyond the Cadeler Group’s

control. Such changes could imply the need to materially alter the

Cadeler Group’s operations and organisation and may prompt the

need to apply for permits, which could have a material adverse effect

on the Cadeler Group’s business, prospects and financial results and

condition. Any change in, or the introduction of, new regulations may

increase the Cadeler Group’s operating costs, which could have an

adverse effect on its profitability. For example, changes in regulations

governing vessel fuel requirements could materially affect the Cadeler

Group’s cost base. If any of the Cadeler Group’s vessels fails to comply

with the extensive regulations applicable from time to time, the

Cadeler Group may be unable to continue operating such vessels

without costly and time-consuming retrofits, or may be subject to

financial penalties or operational restrictions which could in turn have

a material adverse impact on the Cadeler Group’s business, prospects

and financial results and condition.

Regulatory

The Cadeler Group is subject to various regulatory and compliance

requirements under international and national maritime regulations

that significantly affect the ownership and operation of the Cadeler

Group’s fleet. These regulations mainly relate to marine safety,

environmental protection, and maritime security. Below is a

description of the general regulatory framework in which the Cadeler

Group operates. This description should not be considered exhaustive

either in respect of the subjects covered or the details provided.

International Maritime Organisation (IMO)

Most of the regulations relating to vessel operations are based on

international rules issued 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

International Conventions for the Safety of Life at Sea (SOLAS), the

International Convention of the Standards of Training, Certification

and Watchkeeping for Seafarers (STCW), and MARPOL.

Vessel Safety and Security Requirements

The SOLAS Convention was adopted to address the safe manning of

vessels and emergency training drills. The Convention of Limitation of

Liability for Maritime Claims (LLMC) sets limitations on liability for loss

of life, personal injury, or property claims against ship owners.

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

requirements. The ISM Code requires the party with operational

control of a vessel to develop an extensive safety management

system including the adoption of a safety and environmental

protection policy setting forth instructions and procedures for the

safe operation of its vessels and for responding to emergencies.

The IMO has also adopted the International Convention on Standards

of Training, Certification and Watchkeeping for Seafarers (STCW). As

of February 2017, all seafarers are required to meet the STCW

standards and hold a valid STCW certificate.

The IMO’s Maritime Safety Committee and the MEPC 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 rescue 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 on or 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.

Decarbonisation, Energy Efficiency and Air Emissions

MARPOL is applicable to vessels of any type operating under

countries that are signatories to the convention and is divided into six

Annexes, each regulating a different source of pollution. Annex I

relates to oil leakage or spillage; Annexes II and III relate to harmful

substances carried in bulk liquid form or in packaged form,

respectively; Annexes IV and V relate to sewage and garbage

management, respectively; and Annex VI relates to air emissions.

Annex VI to MARPOL addresses air pollution from vessels. Annex VI

sets limits on sulphur oxide (SOx) and nitrogen oxide (NOx) emissions

from all commercial vessel exhausts and prohibits deliberate

emissions of ozone-depleting substances (ODS) (such as halons and

chlorofluorocarbons), emissions of volatile compounds from cargo

tanks, and the shipboard incineration of specific substances.

Annex VI also includes a global cap on the sulphur content of fuel oil

and allows for special areas to be established with more stringent

controls on sulphur emissions, as explained below. Emissions of

volatile organic compounds (VOCs) from certain vessels, and the

shipboard incineration (from incinerators installed after 1 January

2000) of certain substances, such as polychlorinated biphenyls, PCBs

are also prohibited.

Regulatory

Continued from previous page

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose

liability for pollution in international waters and the territorial waters

of the signatories to such conventions. The IMO has, inter alia,

adopted the International Convention for the Control and

Management of Ships’ Ballast Water and Sediments (the “BWM

Convention”) in 2004. The BWM Convention requires ships to

manage ballast water in order to remove, render harmless, or avoid

the uptake or discharge of new or invasive aquatic organisms and

pathogens contained in ballast water and sediments. The BWM

Convention’s implementing regulations provide for a phased

introduction of mandatory ballast water exchange requirements,

which are to be replaced in time by mandatory concentration limits,

and require all ships to carry a ballast water record book and an

International Ballast Water Management Certificate (IBWMC).

The IMO has also adopted the International Convention on Civil

Liability for Bunker Oil Pollution Damage (the Bunker Convention)

which imposes strict liability on ship owners (including the registered

owner, bareboat charterer, manager or operator) for pollution

damage in jurisdictional waters of ratifying states caused by

discharges of bunker fuel. The Bunker Convention requires registered

owners of ships over 1,000 gross tonnes to maintain insurance for

pollution damage in an amount equal to the applicable limits of

liability under national or international limitation regime (but not

exceeding the amount calculated in accordance with the LLMC).

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 molluscs

and other sea life to vessel hulls. Amendments were adopted in 2021

to include controls on anti-fouling systems containing cybutryne.

Vessels of more than 400 gross tonnes engaged in international

voyages are required to undergo an initial survey before being put

into service or before an International Anti-fouling System Certificate

(the IAFS Certificate) is issued for the first time; and subsequent

surveys when anti-fouling systems are altered or replaced.

International Labour Organisation

The International Labour Organisation (ILO) is a specialised agency of

the UN that has adopted the Maritime Labour Convention 2006 (MLC

2006). A Maritime Labour Certificate and a Declaration of Maritime

Labour Compliance are required to ensure compliance with MLC

2006 for all ships of 500 gross tonnes or more that are engaged in

international voyage or flying the flag of a member state and

operating from a port, or between ports, in another country.

Regulatory

Continued from previous page

EU Regulations

Decarbonisation and energy efficiency

The EU made a unilateral commitment to reduce overall GHG

emissions from its member states by 20% compared to 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. Regulation

(EU) 2015/757 of the European Parliament and of the Council of 29

April 2015 (amending EU Directive 2009/16/EC) (The MRV Regulation)

governs the monitoring, reporting and verification of carbon dioxide

emissions from maritime transport, and, subject to some exclusions,

requires ships of more than 5,000 gross tonnage to monitor and

report carbon dioxide (CO2) emissions annually. As of 1 January 2025,

the MRV regulation also applies to offshore vessels above 5,000 gross

tonnage.

Effective from 1 January 2025, the FuelEU Maritime Regulation

mandates a gradual reduction in the GHG intensity of energy used on

board ships of more than 5,000 gross tonnage calling at EU ports.

The required GHG intensity reductions are set to increase over time,

starting with a 2% reduction in 2025 and targeting an 80% reduction

by 2050, compared to 2020 levels. This regulation applies to all

relevant ships sailing in EU waters, regardless of their flag state.

FuelEU will not initially apply to offshore vessels and dredging vessels

as these are deemed not to be used predominantly for transportation

purposes, but a review of the legislation is scheduled by the end of

2027.

The EU has adopted several regulations and directives requiring,

among other things, more frequent inspections of high-risk ships, as

determined by vessel 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 control over classification societies,

by imposing additional requirements on classification societies and

providing for fines or penalty payments for organisations that failed

to comply. Furthermore, the EU has implemented regulations

requiring vessels to use reduced-sulphur-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 sulphur content of marine fuels. In addition,

the EU imposed a 0.1% maximum sulphur content requirement for

fuel used by ships at berth in the Baltic, the North Sea and the English

Channel (so called Sulphur Emission Control Areas). As of January

2020, outside sulphur emission control areas, a global sulphur limit

was introduced, requiring fuels with a 0.5% maximum sulphur

content.

On 15 September 2020, the European Parliament voted to include

GHG from the maritime sector in the EU Emissions Trading System EU

ETS. On 14 July 2021, the European Commission formally proposed its

plan, to gradually include the maritime sector from 2024, with a

phased inclusion over a three-year period. This requires shipowners

to buy permits to cover these emissions. On 18 December 2022, the

Council and European Parliament agreed to include maritime

shipping emissions within the scope of the EU ETS in phases, whereby

shipping companies will pay for 40% of verified emissions from 2024,

70% in 2025 and 100% in 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 of more than 5,000 gross

tonnage will be included in the EU ETS from 2027. The inclusion of

general cargo vessels and offshore vessels between 400 and 5,000

gross tonnage will be reviewed in 2026.

Regulatory

Continued from previous page

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 illicit ship-source

discharges of polluting substances, including minor discharges, if

committed 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 applies to

all types of vessels, irrespective of their flag, although certain

exceptions apply to warships or where human safety or the safety of

the vessel is in danger.

Ship Recycling

The EU has put in place regulatory requirements on the recycling of

vessels. The recycling of vessels is subject to various international,

regional and national requirements, including 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 flag of the vessel and

the location of the vessel at the time the decision to recycle is taken.

The regulations establish certain requirements relating, inter alia, to

the requirements for vessels and recycling facilities to ensure that

vessel recycling takes place in an environmentally safe and sound

manner, impose restrictions on the installation and use of hazardous

materials on ships, and establish a list of approve ship recycling

facilities.

Regulatory

Continued from previous page

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

is certified “in class” by a classification society that 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 subject to a continuous survey cycle, under which

the machinery is surveyed periodically over a five-year period. Every

vessel is also required to be dry-docked periodically for inspection

of the underwater parts of the vessel. If any vessel does not

maintain its class and/or fails any annual survey, intermediate

survey, dry docking or special survey, the vessel will be unable to

operate between ports and will become unemployable and

uninsurable and may be subject to further adverse commercial

consequences.

Other Coastal State Requirements

As a matter of international law, coastal states are permitted, subject

to certain restrictions, to impose requirements on vessel operations

in the territorial waters. Furthermore, coastal states are 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 under customary

international law.

Internationally, coastal states have elected to put significantly

different regulatory requirements in place. The local law

requirements may relate to matters such as the ownership/

nationality 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 industries. Such protectionist measures manifest

themselves mostly through cabotage laws which protect the

domestic shipping industry from foreign competition and thus

prevent or limit Cadeler from operating in certain countries.

Examples of such include, the United States through the Merchant

Marine Act of 1920 (also known as the Jones Act), as well as in many

other jurisdictions.

Corporate Sustainability Reporting Directive

The Corporate Sustainability Reporting Directive (CSRD) is an EU

regulation aimed at enhancing and standardising sustainability

reporting across organisations. It requires large public-interest

entities, including listed companies, to disclose detailed non-

financial information, related to environmental, social, and

governance (ESG) matters. The CSRD, which amends the Non-

Financial Reporting Directive (NFRD), mandates that companies

provide information on sustainability impacts, risks and

opportunities, with the aim of ensuring greater transparency and

accountability. This includes the requirement for companies to

follow European Sustainability Reporting Standards (ESRS) in order

to align with global sustainability efforts and enhance comparability

across sectors. The scope of the CSRD has been simplified under the

Omnibus agreement, but continues to apply to large EU public

interest entities with more than 1000 employees. The CSRD aims to

improve the quality, consistency, and reliability of sustainability

reporting to better inform investors, stakeholders, and policymakers.

Corporate Governance

Cadeler is incorporated in Denmark and its shares are admitted to

trading on the Oslo Stock Exchange (the “OSE”). Cadeler therefore

follows the Norwegian Code of Practice for Corporate Governance

and applicable Danish law in respect of its corporate governance

practices. In addition, and as a result of the listing of American

Depositary Shares (each representing four of the Company’s

ordinary shares) on the New York Stock Exchange (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 Company Manual, to the extent applicable to the Company

as a foreign private issuer.

A description of the internal control and risk management system

relating to financial reporting can be found in the Corporate

Governance Report. The Company has established internal controls

and risk management systems in relation to the financial reporting

process. As a company listed on NYSE, the company is required to

be compliant with Sarbanes-Oxley Act section 404b (SOX 404b).

The company’s internal control framework is based on the Internal

Control – Integrated Framework 2013 as issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO).

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-2026.pdf.

Statutory CSR Report

To fulfil the requirement for statutory reporting on corporate social

responsibility (CSR) under sections §99a and §107d of the Danish

Financial Statements Act, and in accordance with the EU’s Corporate

Sustainability Reporting Directive (CSRD), the Company has

integrated its annual sustainability statements into this Annual

Report 2025. For the sustainability statement, see pages 40-137.

The Cadeler Group’s Board of Directors

Cadeler’s Board of Directors considers the maintenance of high

standards of corporate governance as an essential element of the

Cadeler Group’s capacity to deliver on its strategy and to drive long-

term value creation. The Board oversees the Cadeler Group’s

governance structure and processes, ensuring that these remain

robust and appropriate as the Cadeler Group pursues its strategic

objectives with an emphasis on execution, efficiency and growth.

The Board also seeks to be responsive to the views of shareholders

and other stakeholders.

Board Composition

In 2025, there were no changes to the composition of the Board.

Ditlev Wedell-Wedellsborg, Colette Cohen and Thomas Thune

Andersen will stand for re-election to the Board at the Cadeler

Group’s 2026 Annual General Meeting (AGM). The remaining

directors serving on the Board were re-elected in 2025 to serve

through the Cadeler Group’s 2027 AGM.

Gender Diversity

Cadeler has previously communicated its objective to increase the

representation of women on the Board to at least 25% by the end of

2026. Cadeler is pleased to have achieved this objective early, as the

Board currently comprises two women and five men, representing

28.6% women. Cadeler aims to maintain at least the current level of

female representation on the Board through 2026. See Sustainability

section for further reference to Gender Diversity at Cadeler.

Corporate Governance

Continued from previous page

Board Committees

The Board delegates certain responsibilities to its committees to assist in

ensuring effective corporate governance across the business:

Audit Committee

The Cadeler Board has established an audit committee. The primary

purposes of the Audit Committee are to:

•assist the Board in discharging its duties relating to the

safeguarding of assets, the operation of adequate systems

and internal controls, control processes and the

preparation of accurate financial reporting and statements

in compliance with all applicable legal requirements,

corporate governance and accounting standards; and

•support the Board in its oversight of the risk profile and

risk management of the Cadeler Group.

In 2025, the Audit Committee devoted considerable attention to (i)

the continued implementation and testing of internal controls as

required under the US Sarbanes Oxley Act of 2002, as amended, by

virtue of Cadeler’s listing on the NYSE and (ii) the integration of the

Cadeler Group’s business operations, including the migration of

certain legacy operations to a unified enterprise reporting and

management platform for the Cadeler Group.

The Audit Committee reports to, and makes recommendations to

the Board, but the Board retains responsibility for implementing

such recommendations.

Remuneration Committee

The Board has established a Remuneration Committee. The primary

purpose of the Remuneration Committee is to advise the Board on

the salaries and other elements of compensation of Cadeler’s

Executive Management and the broader Cadeler Group.

The Remuneration Committee reports to, and makes

recommendations to, the Board, but the Board retains responsibility

for implementing such recommendations.

Nomination Committee

Consistent with the Norwegian Code of Practice for Corporate

Governance, Cadeler has established a Nomination Committee, the

composition of which is determined by election by its shareholders

at each AGM. Members of the Nomination Committee are not

required to be, and are not currently, members of the Board.

Cadeler’s nomination committee makes recommendations to the

general meeting regarding the election of shareholder-elected

members to the Board and to the Nomination Committee, as well as

the remuneration of members of the Board.

Board of Directors


	Andreas Sohmen-Pao	Emanuele A. Lauro	Ditlev Wedell-Wedellsborg
Position	Chairman of the Board.	Vice Chairman of the Board of Directors.	Board Member and member of the Remuneration Committee. Former chair of the Audit Committee until January 2024.
Nationality:	Austrian	Italian	Danish
Born:	1971	1978	1961
Gender	Male	Male	Male
Joined the Cadeler board:	2021	2024	2020
Current election period:	2025-2027	2025-2027	2024-2026
Independence	Considered non-independent	Considered non-independent.	Considered independent.
Other management duties, etc.	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)	Scorpio Holdings Limited (member of the Board and CEO) Scorpio Services Holding Limited (member of the Board and CEO) Scorpio Tankers Inc. (Chairman and CEO) Scorpio Offshore Holding Inc. (member of the Board) Moxie Corp (member of the Board and CEO) Gorgon Holdings Limited (member of the Board and CEO) Monaco Chamber of Shipping (Vice President) Fordham University (member of the London Advisory Council)	Wessel & Vetts Fond (Chair) Weco Travel CEE and associated companies (Chair) Vind A/S (Chair) Weco lnvest (Chair) Donau Agro (member of the Board) Damptech and associated companies (member of the Board) AeroGuest (member of the Board) Niki lnvest. Manager
Education	MBA, Harvard University BA Honours in Oriental Studies, Oxford University	International Business, European Business School.	BA, Stanford University MBA, INSEAD
Qualifications	More than 20 years of experience in the shipping industry. Chairman for multiple corporate boards and board experience from international listed companies.	Extensive shipping industry experience spanning two decades. Chairs multiple corporate boards and active participant in the maritime community and advisory boards.	Board experience from Nordic companies and from the transportation sector. Management experience from ship owning company.
Attendance in Board and Committee meetings 2025	4/4 Board meetings 2/2 Remuneration Committee meetings	4/4 Board meetings	4/4 Board meetings 2/2 Remuneration Committee meetings

Board of Directors


	Andrea Abt	James Nish	Colette Cohen
Position	Board Member and member of the Audit Committee	Board Member and Chair of the Audit Committee	Board Member
Nationality:	German	American	Irish
Born:	1960	1958	1968
Gender	Female	Male	Female
Joined the Cadeler board:	2023	2024	2024
Current election period:	2025-2027	2025-2027	2024-2026
Independence	Considered independent	Considered independent	Considered independent
Other management duties, etc.	Energy Technology Holdings LLC / Exide Technologies (Chair of Sustainability Committee and member of the Board) Gerresheimer AG (member of the Board)	Gibraltar Industries, Inc. (Chairman of Audit Committee and Capital Structure and Asset Management Committee) Alert360 Home Security Business (Lead Director)	Forth Ports (member of the Board) Technip Energies (member of the Board) Bluenord (member of the Board) Deepocean (member of the Board) Former CEO of the Net Zero Technology Centre.
Education	English and Spanish Philology, Rheinische Friedrich-Wilhelms University, Bonn MBA, 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	BSc (Hons), Queens University MBA, Ceram Sophia Antipolis
Qualifications	Listed and non-listed board experience in European and US companies, broad executive background in a variety of functions. Specialist knowledge in procurement and logistics.	Over 30 years of experience in investment banking, serving clients across a variety of international industrial markets. Certified public accountant and adjunct professor at Baruch College, Zicklin School of Business in New York and at Pace University, Lubin.	Extensive executive experience, with a particular focus on the energy transition. Non-executive board experience, having served on the boards of several companies in the energy industry.
Attendance in Board and Committee meetings 2025	4/4 Board meetings 4/4 Audit Committee meetings	4/4 Board meetings 4/4 Audit Committee meetings	4/4 Board meetings

Board of Directors


	Thomas Thune Andersen
Position	Board Member
Nationality:	Danish
Born:	1955
Gender	Male
Joined the Cadeler board:	2024
Current election period:	2024-2026
Independence	Considered independent
Other management duties, etc.	T. Andersen Consulting (Owner) Lloyd’s Register Group (Chairman) Lloyd’s Register Foundation (Chairman) IMI (Senior Independent Director) BW Group (member of the Board) Lambert Energy Advisory (member of the Board)
Education	Graduate Diploma, Copenhagen Business School Senior Management Programme, Columbia University ISMP (Economics), Harvard University
Qualifications	Extensive executive experience in various leadership positions, including at A.P. Moller Maersk, and non-executive experience in both listed and privately held companies within the energy, manufacturing and marine industries, with a particular focus on the energy transition.
Attendance in Board and Committee meetings 2025	4/4 Board meetings

Executive Management


	Mikkel Gleerup	Peter Brogaard
Position	Chief Executive Officer (CEO)	Chief Financial Officer (CFO)
Nationality:	Danish	Danish
Born:	1978	1965
Gender	Male	Male
Joined Cadeler	2017	2022
Independence	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	MBA, INSEAD, 2016 MSc in Transportation and Maritime Management, University of Southern Denmark, 2008	MSc in Accounting and Auditing, Aarhus University, 1995
Qualifications	Experience from working within the offshore wind segment for more than 17 years inter alia with Siemens Wind Power, Global Marine Systems Ltd. and A.P. Møller-Maersk.	Significant experience from the shipping industry and finance, among others as Vice President, Group Finance at the product tanker shipping company TORM Plc. where he worked prior to joining the Company.

Corporate Governance

Continued from previous page

Largest Shareholders

As of 20 March 2026, five shareholders held shareholdings in excess

of 5% of Cadeler’s total share capital: BW Altor Pte. Ltd. held

27.40%, Scorpio Holdings Limited held 12.09%, Folketrygdfondet

held 5.26%, Marble Bar Asset Management LLP held 5.23% and

Nordea Investment Management AB held 5.69%.

Purchase of own shares

At Cadeler’s AGM, held on 22 April 2025, the Board of Directors was

granted an authorisation for the period until 21 April 2029 to permit the

repurchase by the Company of its own shares.

Between 26 May 2025 and 30 May 2025, Cadeler repurchased

395,200 of its own shares at an average price per share of NOK

49.92, corresponding to an aggregate purchase price of

approximately EUR 1.7 million, in order to enable the Company to

meet its obligations to employees arising under certain of its share-

based incentive programmes. The Company has no current plan or

intention to repurchase any more of its own shares, other than for

the same purpose.

Voting Rights

As of 31 December 2025, Cadeler had 350,957,583 shares issued

and outstanding, each with a nominal value of DKK 1. Each shares

carries the right to one vote at any general meeting of the

Company’s shareholders. No shareholders have any special or

different voting rights under Cadeler’s Articles of Association.

Resolutions at general meetings may generally be passed by a

simple majority of votes cast, unless otherwise prescribed under the

Danish Companies Act or by Cadeler’s Articles of Association. The

approval of amendments to the Articles of Association, a dissolution

of the Company, or a merger or demerger involving the Company

requires at least a two-thirds majority of the votes cast, as well as of

the share capital represented at the general meeting. The provisions

in Cadeler’s Articles of Association relating to changes in

shareholder rights or a change to the Company’s share capital are

not more stringent than those required by the Danish Companies

Act.

Change of Control

Certain of the Company’s debt facilities contain change of control

provisions that may be triggered if any person or group (excluding

the BW Group, and, with respect to certain of the Company’s debt

facilities, the Scorpio Group and their respective affiliates) acquires

control of 25% or more of Cadeler’s voting and/or ordinary share

capital. In addition, a change of control is triggered under the

Holdco Facilities if the BW Group holds less than 17.5% of the shares

in Cadeler.

Certain of Cadeler’s customer contracts may include change of

control clauses, which are considered customary for the industry.

Sustainability Statements


General information	39
Environment	67
Social	102
Governance	122
Data points that derive from other EU legislation	128
Green Finance Report	132

General

information

Disclosure requirements & incorporation by reference


Standard		Section/ Report*	Page(s)	Incorporation by reference
ESRS 2 - General disclosures
BP-1	General basis for preparation of the sustainability statement	SUS	44
BP-2	Disclosures in relation to specific circumstances	SUS	44
	Datapoints that derive from other EU legislation	SUS	129-131
GOV-1	The role of the administrative, management and supervisory bodies	SUS/MR	45-46	MR pages 31
GOV-2	Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies	SUS	47
GOV-3	Integration of sustainability-related performance in incentive schemes	SUS/RR	47	RR page 8
GOV-4	Statement on sustainability due diligence	SUS	124
GOV-5	Risk management and internal controls over sustainability reporting	SUS	50
SBM-1	Strategy, business model and value chain (products, markets, customers)	SUS/MR	52	MR pages 8-11
	Strategy, business model and value chain (headcount by country)	SUS	111
	Strategy, business model and value chain (breakdown of revenue)	FS		FS page 153-158
SBM-2	Interests and views of stakeholders	SUS	54
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	SUS	55
IRO-1	Description of the process to identify and assess material impacts, risks and opportunities	SUS	58
IRO-2	Disclosure requirements in ESRS covered by the undertaking’s sustainability statement	SUS	60


Standard		Section/ Report*	Page(s)	Incorporation by reference
ESRS E1 - Climate Change
ESRS 2, GOV-3	Integration of sustainability-related performance in incentive schemes	SUS/RR	47	RR pages 8
E1-1	Transition plan for climate change mitigation	SUS	68-70
ESRS 2, SBM-3	Material impacts, risks and opportunities, and their interaction with strategy and business model	SUS	71
ESRS 2, IRO-1	Description of the processes to identify and assess material climate- related impacts, risks and opportunities	SUS	72
E1-2	Policies related to climate change mitigation and adaptation	SUS	73
E1-3	Actions and resources in relation to climate change policies	SUS	74
E1-4	Targets related to climate change mitigation and adaptation	SUS	76
E1-5	Energy consumption and mix	SUS	78
E1-6	Gross Scopes 1, 2, 3 and total GHG emissions	SUS	80
E1-7	GHG removals and GHG mitigation projects financed through carbon credits	SUS	77
E1-8	Internal carbon pricing	SUS	77
E1-9	Anticipated financial effects from material physical and transition risks and potential climate-related opportunities	SUS	44

*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements


Standard		Section/ Report*	Page(s)	Incorporation by reference
ESRS E2 -Pollution
ESRS 2, IRO-1	Description of the processes to identify and assess material pollution-related impacts, risks and opportunities	SUS	94
E2-1	Policies related to pollution	SUS	94
E2-2	Actions and resources related to pollution	SUS	95
E2-3	Targets related to pollution	SUS	96
E2-4	Pollution of air, water and soil	SUS	96
E2-6	Anticipated financial effects from material pollution-related risks and opportunities	SUS	44


ESRS E5 - Resource use and circular economy
ESRS 2, IRO-1	Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities	SUS	98
E5-1	Policies related to resource use and circular economy	SUS	98
E5-2	Actions and resources related to resource use and circular economy	SUS	99
E5-3	Targets related to resource use and circular economy	SUS	99
E5-5	Resource outflows	SUS	100
E5-6	Anticipated financial effects from material resource use and circular economy-related risks and opportunities	SUS	44


Standard		Section/ Report*	Page(s)	Incorporation by reference
ESRS S1 - Own Workforce
ESRS 2, SBM-2	Interests and views of stakeholders	SUS	54
ESRS 2, SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	SUS	55
S1-1	Policies related to own workforce	SUS	103-105
S1-2	Processes for engaging with own workers and workers’ representatives about impacts	SUS	105
S1-3	Processes to remediate negative impacts and channels for own workers to raise concerns	SUS	106
S1-4	Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions	SUS	107-109
S1-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	SUS	109-110
S1-6	Characteristics of the undertaking’s employees	SUS	110
S1-8	Collective bargaining coverage and social dialogue	SUS	111
S1-9	Diversity metrics	SUS	112
S1-14	Health and safety metrics	SUS	113
S1-16	Remuneration metrics (pay gap and total remuneration)	SUS	114
S1-17	Incidents, complaints and severe human rights impacts	SUS	115

*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements


Standard		Section/ Report*	Page(s)	Incorporation by reference
ESRS S2 - Workers in the value chain
ESRS 2, SBM-2	Interests and views of stakeholders	SUS	54
ESRS 2, SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	SUS	116
S2-1	Policies related to value chain workers	SUS	118-120
S2-2	Processes for engaging with value chain workers about impacts	SUS	120
S2-3	Processes to remediate negative impacts and channels for value chain workers to raise concerns	SUS	120
S2-4	Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions	SUS	120-121
S2-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities	SUS	121


ESRS G1 - Resource use and circular economy
ESRS 2, GOV-1	The role of the administrative, supervisory and management bodies	SUS	123
ESRS 2, IRO-1	Description of the processes to identify and assess material impacts, risks and opportunities	SUS	58
G1-1	Business conduct policies and corporate culture	SUS	123
G1-2	Management of relationships with suppliers	SUS	124
G1-3	Prevention and detection of corruption and bribery	SUS	125-126
G1-4	Incidents of corruption or bribery	SUS	127
G1-6	Payment practices	SUS	127

*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements

Cadeler’s 2025 Sustainability Highlights

Basis of preparation

How Cadeler prepared the Sustainability Statements in 2025

____________________________________________________________________________

ESRS 2 BP-1 – General basis for preparation of sustainability

statements frameworks and data selection

Framework of the Sustainability Reporting

Cadeler’s Sustainability Statements has been prepared in accordance

with the European Sustainability Reporting Standards (ESRS) as

required by the Danish Financial Statement Act. As of 31 December,

2025, the Corporate Sustainability Reporting Directive (CSRD) also

requires limited assurance to be provided on the sustainability

information. The reporting period for the Sustainability Statements

covers the period from the 1 January 2025 to the 31 December 2025.

Scope of the Sustainability Reporting

The scope of consolidation for the Sustainability Statement does not

differ from the scope of consolidation applied in the Financial

Statements. The Sustainability Reporting covers value chain

sustainability matters where relevant, especially throughout the

disclosures of the Scope 3 emissions and ESRS S2 – Workers in the

Value Chain disclosures. Cadeler allocates resources on an annual

basis in accordance with planned sustainability related action plans.

However, the available data is not granular enough to determine the

exact CAPEX or OPEX allocated to specific action plans. As a result,

there is no comprehensive overview of the total resources allocated,

at this point in time, to any of the action plans related to the topical

disclosure requirements in the CSRD framework. In addition, Cadeler

has not yet calculated any anticipated financial effects of the impact,

risks and opportunities across the topical standards.

Exceptions

No specific information in this statement has been omitted due to

member state regulations or to protect any of Cadeler’s intellectual

property, know-how or results of innovation.

ESRS 2 BP-2 – Disclosures in relation to specific circumstances

Whereas in the 2024 Sustainability Reporting Cadeler considered

long-term to cover a period of two to five years, the 2025

Sustainability Reporting adopts a broader perspective, with the long-

term referring to a period starting at two years and extending

indefinitely.

Taking into account the nature of its operations and the timing of the

impacts and dependencies across ESG matters, Cadeler considers

that a period longer than five years qualifies as long term and

remains fully part of the Company’s strategy. This has resulted in the

following time horizons:

•Short term is defined as less than one year

•Medium term as one to two years

•Long term as more than two years

For some metrics, uncertainty stems from the measurement

techniques (i.e. waste measurements are required to take place in

cubic meters for compliance with MARPOL requirements whereas

CSRD requests units in tonnage).

For others metrics, uncertainty arises from the availability and quality

of data from the entity’s upstream value chain (few suppliers are

currently able to provide primary data so calculations are largely

based on spend based data). Material sources of uncertainty are

explained throughout the report where relevant to specific metrics.

A significant portion of Cadeler’s Scope 3 reporting is not based on

direct data obtained from its value chain. By definition, Scope 3 data

comes from upstream and downstream operations and therefore, the

Company’s cannot control the collection of all information. A large

portion of the scope 3 footprint has been assessed using a model

developed to estimate the lifecycle carbon footprint associated with

the construction and operations of the Company’s windfarm

installation vessels.

For many aspects feeding into Cadeler’s overall scope 3 emissions,

the estimations of emissions are based on either a material or

process input with application of a conversion factor rather than

statements directly from the value chain on their emissions. Certain

categories are currently calculated using spend based data, which is

inherently associated with higher uncertainty than direct

measurements or estimates based on operational consumption data.

In addition, a description of the resulting level of accuracy is provided

for all data, including value chain data estimated using indirect sources.

In order to ensure the application of the Company’s policies by

business partners, Cadeler requires them to acknowledge and sign the

Code of Conduct and to respect the principles and values that Cadeler

embraces. Cadeler is working on increasing the level of accuracy of

metrics that include value chain data estimated using indirect sources.

Reporting methodologies are disclosed within each ESRS section of

this report to describe the practices applied to the quantitative data

presented. In these descriptions, Cadeler presents information related

to the metrics included within the relevant ESRS section. These

methodologies disclose where data is subject to high levels of

measurement uncertainty, the sources of such measurement

uncertainty, and whether assumptions, approximations or judgments

have been applied.

Governance and organisation of sustainability matters

ESG Governance

_____________________

ESRS 2 GOV-1 – The role of the administrative management and

supervisory bodies

The Cadeler Group’s Board of Directors consists of seven non-

executive members, of whom five (71.4%) are considered

independent members and none are employee-elected. All members’

CVs and merits are presented in the Management Review.

Two out of seven top managerial positions are held by women,

representing 28.6% of the Board of Directors. In the other managerial

positions, women hold three out of nine roles, meaning that 33.3% of

the Senior Leadership Team is composed by women.

The Chairman of the Board also serves as Chair of the Global Centre

for Maritime Decarbonisation, strengthening the insight on climate

issues within the Board of Directors. One member of the Board has

extensive knowledge of procurement and experience that is valuable

for topics such as potential impacts on workers and corporate

governance aspects of the value chain. Another Board member has

focused her career in recent years on the energy transition, and their

experience strengthens the Board’s collective knowledge of climate

change and the risk and opportunities of decarbonisation.

Regarding other material issues, such as pollution, circularity and

impacts on the own workforce, Cadeler has subject matter experts

within its workforce that can be leveraged by the Board of Directors

and Executive Management. External advice can also be sought

whenever additional knowledge is required on any topic.

Governance and organisation of sustainability matters

Continued from previous page

To ensure that other ESG topics are managed in a manner consistent with industry standards and

expectations, all core ESG topics are owned by a department with relevant competencies:

•The Sustainability and Performance Department drives the Company’s decarbonisation efforts and

overall sustainability strategy.

•Cadeler’s People and Culture Department (onshore HR) and Marine HR Department (offshore HR)

are responsible for employment-related matters, including ensuring the Company follows up-to-

date labour standards, maintains a positive work environment and that personnel receive proper

training to keep up with potential changes arising from the transition to a sustainable economy.

•Cadeler has an Ethics and Compliance function that manages risks related to Company governance,

anti-bribery and corruption practices, human rights practices, etc. This function works in

coordination with the Procurement Department to push Cadeler’s expectations for sustainability

practices towards Cadeler’s supply chains and monitor supply chain risks due to issues such as

human rights and corruption.

•The Health, Safety, Environment and Quality (HSEQ) Department manages risks to workers in the

workplace and ensures that the Company’s safety management system implements appropriate

measures to protect the health and safety of Cadeler’s workforce.

•The Legal Department contributes to the preparation of the Sustainability Report through ongoing

regulatory monitoring, advising on governance-related matters, and ensuring that the Company’s

operations remain aligned with applicable environmental and social standards.

•The Core Finance team oversees the preparation of non-financial reporting, performs internal audits

of sustainability data, and ensures the report’s compliance with the Corporate Sustainability

Reporting Directive (CSRD).

The CEO has overall responsibility for important ESG matters and escalates issues to the Board of

Directors as they have the ultimate responsibility. A review of climate-related matters is conducted

periodically in coordination with the publication of the Annual Report. The Board uses this opportunity to

reassess how sustainability is embedded into the Company's strategy and governance framework. Other

important matters arising throughout the year are handled on an as-needed basis. Any matters

originating from Cadeler's employees are introduced to the Board of Directors through the CEO.

Cadeler’s corporate governance framework is intended to decrease business risk, maximise value and

utilise the Company’s resources in an efficient and sustainable manner for the benefit of shareholders,

employees and society at large.

The Board has delegated specific responsibilities for the management of material impacts, risks and

opportunities (IROs) and has established clear goals for the Company in its Corporate Social Responsibility

(CSR) policy and instructions to the Executive Management, both of which form part of Cadeler’s corporate

governance documentation. The Board is responsible for ensuring that Cadeler has sound internal controls

and systems for risk management (including those in respect of corporate values, ethical guidelines and

guidelines for CSR) that are appropriate and in proportion to the nature and scale of the Company's

activities.

To support the Board on matters related to sustainability, a broad range of expertise is directly represented

at executive and senior leadership levels through subject matters experts including the Chief Sustainability

and Performance Officer, Chief People and Culture Officer and Chief Legal Officer.

The Board must, at a minimum, carry out an annual review of the Company's risk exposure and risks

management, including CSRD topics. The Board ensures that such reporting reflects the Company's

corporate social governance performance, strategy, policies and targets.

ESG Processes and organisation

Continued from previous page

ESG Internal Communication

____________________________________

ESRS 2 GOV-2 - Information provided to and sustainability

matters addressed by the undertaking’s administrative,

management and supervisory bodies

The Board sets the overall direction for Cadeler’s sustainability

engagement through approval of major policies, targets,

performance metrics, material IROs, and through its review and

approval of the Annual Report, including the Sustainability

Statements. Management’s proposal for the material IROs is

presented in the first instance to the Audit Committee, and

subsequently to the Board of Directors. For the first time in 2024,

the Board of Directors considered all material IROs as part of its

review of Cadeler’s Double Materiality Assessment (DMA).

Although Cadeler has a process to inform Management of material

IROs, the Company is implementing a formal structure to report on

its due diligence processes and the effectiveness of sustainability-

related IROs, consistent with its enterprise risk management

framework.

ESG Performance and Incentives

________________________________________

ESRS 2 GOV-3 – Integration of sustainability-related

performance into incentive schemes

Sustainability-related measures are included in the Company’s

corporate key results and performance against such metrics is

considered in the determination of the annual bonus remuneration

for all Group employees, including members of the Company’s

Management team. In 2025, sustainability-focused targets

represented 16.6% of the Company’s corporate key results (with the

corporate key results having weighting of 70% in the calculation of

individual incentive awards, meaning that the portion of incentive

compensation directly linked to sustainability targets was 11.6%).

Climate-related considerations are not currently individually

factored into the remuneration of members of the Company’s

administrative, management or supervisory bodies. The

sustainability-related metrics cover both safety culture, overseen by

the HSEQ department, and sustainability, managed by the

Sustainability and Performance department. Regarding safety

culture, the incentive is based on the level of implementation of the

management system. For sustainability, the metric used in the

calculation is the level of completion of sustainability training. These

targets are described in the Objectives and Key Results (OKR)

accessible to all employees via the Company’s intranet.

Sustainability-related performance included in Cadeler

Remuneration Policy, sets out the principles for remuneration of the

Executive Management and the Board of Directors. The

Remuneration Committee reviews the remuneration annually, with

final approval by the Board of Directors.

ESG Due Diligence

________________________________________

ESRS 2 GOV-4 – Statement on due diligence

Cadeler aims to progressively strengthen the integration of

sustainability considerations into its governance, strategy and

operational decision-making processes. In 2024, the Company

established the position of Chief of Sustainability & Performance

Officer to support the integration of sustainability considerations

into its overall strategy. This role facilitates communication between

operational teams and Executive Management by keeping the

Executive Senior Leadership Team regularly informed of

sustainability-related impacts, risks and opportunities

The Audit Committee has overall responsibility for overseeing risk

management and internal control systems. In 2025, Cadeler further

developed its Internal Control over the Sustainability Reporting

(ICSR) framework.This includes the implementation of a new

reporting system for financial and sustainability information, thereby

supporting the Company in strengthening data monitoring and

further automating the reporting process.. In addition, Cadeler

decided to develop and implement additional preventive and

detective controls designed to reduce the risks of omissions and

misstatements in sustainability reporting.

In 2024, the Company conducted a DMA to identify and evaluate

material IROs. The process involved relevant internal functions and

subject matter specialists. The assessment considered:

•The potential and actual impacts of the Company’s

activities on environmental and social matters; and

•The financial risks and opportunities arising from

sustainability-related matters.

ESG Processes and organisation

Continued from previous page

The outcomes of the DMA continue to inform the Company’s

sustainability reporting and prioritisation of actions in 2025. The

Company intends to periodically review and update the assessment

to reflect changes in its activities and operating context.

In addition, a Human Rights Impact Assessment (HRIA) was

performed in early 2025 to identify salient human rights risks

associated with the Company’s operations and supply chain. Based

on this assessment, the Company formalised a three-year plan aimed

at addressing identified human rights risks.

The Company has established policies and procedures intended to

promote responsible business conduct across its operations and

value chain. Before entering any business relationship, suppliers are

subject to an assessment carried out by Procurement and Health and

Safety to ensure compliance with Cadeler’s policies. During the

Request For Quotation (RFQ), suppliers are requested to provide

information regarding their ISO certifications, including ISO 45001,

ISO 14001 and ISO 9001.

The Company’s governance framework also includes:

•Supply Chain Code of Conduct that sets out requirements

for suppliers in relation to environmental management,

health and safety, human rights, labour practices, business

ethics and community-related matters,a

•An HSEQ framework including Health, safety, environmental

and quality considerations; and,

•A Sustainable Development Policy outlining commitments

relating to environmental protection, labour standards and

human rights.

While policies are in place, the Company acknowledges that further

development of procedures and monitoring mechanisms is ongoing

in order to strengthen oversight and consistency of implementation.

Cadeler plans to identify areas for improvements through the

sustainability ratings and questionnaires so that sustainability

considerations are progressively integrated into the Company’s

strategy, governance and business model. In order to fully integrate

sustainability and improve due diligence, the Company plans to work

on ESG data so that the monitoring of the Company’s actions can be

evaluated more precisely and the targets defined with more insights.

Sustainability due diligence is part of Cadeler’s sustainability

performance and as such the Company considers that it needs to

keep progressing every year to contribute, where relevant, to

selected United Nations Sustainable Development Goals (SDGs)

through its policies, actions and targets. Cadeler has identified the

following goals to which it seeks to contribute:

•Good health and wellbeing,

•Decent work and economic growth,

•Affordable and clean energy,

•Reduced inequalities,

•Responsible consumption and production,

•Life below water,

•Climate action,

•Partnerships for the goals.


CORE ELEMENTS OF DUE DILIGENCE	PARAGRAPHS/SECTIONS IN THE SUSTAINABILITY STATEMENT
a) Embedding due diligence in governance, strategy and business model	•Disclosure of how administrative, management and supervisory bodies determine whether appropriate skills and expertise are available or will be developed to oversee sustainability matters •Information about identity of administrative, management and supervisory bodies or individuals within body responsible for oversight of impacts, risks and opportunities •Disclosure of whether, by whom and how frequently administrative, management and supervisory bodies are informed about material impacts, risks and opportunities, implementation of due diligence, and results and effectiveness of policies, actions, metrics and targets adopted to address them
b) Engaging with affected stakeholders in all key steps of the due diligence	•Interests and views of stakeholders •Description of methodologies and assumptions applied in process to identify impacts, risks and opportunities
c) Identifying and assessing adverse impacts	•Description of methodologies and assumptions applied in process to identify impacts, risks and opportunities •Description of material impacts resulting from material assessment
d) Taking actions to address those adverse impacts	•E1: disclosure of transition plan for climate change mitigation •E1: actions and resources related to climate change mitigation and adaptation •E2: actions and resources related to pollution •E5: actions and resources related to pollution •S1: action plans and resources to manage its material impacts, risks and opportunities related to its own workforce •S2: disclosures of actions on material impacts on value chain workers and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions
e) Tracking the effectiveness of these efforts and communicating	•E1: Disclosure of whether and how GHG emissions reduction targets and (or) any other targets have been set to manage material climate-related impacts, risks and opportunities •E1: Tracking effectiveness of policies and actions through targets •E2: Tracking effectiveness of policies and actions through targets •E5: Tracking effectiveness of policies and actions through targets •S1: Targets set to manage material impacts, risks and opportunities related to own workforce •S2: Disclosure of targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities

ESG Processes and organisation

Continued from previous page

Managing ESG reporting Risks and Controls

______________________________________________________

ESRS 2 GOV-5– Risk management & internal controls over sustainability

reporting

Cadeler integrates sustainability‑related risks into its overall

enterprise risk management (ERM) framework, ensuring these risks

are assessed and monitored alongside broader risks. The process

provides a structured approach for identifying and evaluating risks.

The risk assessment covers sustainability‑related risks such as working

conditions, health and safety, anti‑corruption and bribery, and

climate change. Risks are prioritised based on likelihood, potential

impact, and time horizon. Mitigating actions are defined and

implemented by designated risk owners in collaboration with relevant

functions. Cadeler’s sustainability‑related risks and associated actions

are disclosed within the relevant ESRS sections of this Sustainability

Statement. Cadeler has established internal controls over

sustainability reporting aimed at reducing the risk of

misstatements or incomplete information. In preparing its

Sustainability Reporting, Cadeler manages each business element

linked to the sustainability data to be published by:

•Ensuring the integrity and consistency of Internal Control

over Sustainability Reporting (ICSR),

•Identifying and assessing the risks and providing the Audit

Committee an objective perspective on potential exposure,

•Evaluating the existence, adequacy and design of controls

to ensure the reliability of Sustainability Reporting,

considering its materiality and complexity,

•Monitoring execution of controls in accordance with the

definitions set out in the risk and control matrices, through

inspection of supporting evidence and consultation with the

controls owners (scheduled for implementation in 2026),

•Contributing to the implementation of the corrective actions

identified through reviews of ICSR, and

• Assessing and evaluating ICSR supporting documentation,

confirming that all risks and controls have been properly

documented (to be carried out in 2026).

Risks identification must consider the concept of DMA as defined in

the CSRD. DMA aims to identify, assess and categorize IROs. Control

activities are designed to prevent errors or fraud that could affect

Sustainability Reporting and, more broadly, Cadeler’s ESG strategy.

Accounting manuals have been developed for ESRS datapoints to

establish data collection and recording processes and facilitate

review. Sustainability data undergo at least two levels of review, and

each datapoint is reviewed by someone other than the individual

responsible for its collection prior to publication of this report.

Cadeler began integrating sustainability reporting into its systems in

2025 and will continue enhancing this automation in 2026.

As a fast-growing Company, Cadeler acknowledges that its expansion

creates new risks. Accordingly, Cadeler takes into account the

evolving context of the Company, including, for example:

•An increasing number of assets,

•A growing workforce,

•Expansion into new markets.

The Audit Committee reviews both sustainability and financial

reporting. Review of Sustainability Reporting occurs on an annual

basis, while review of the processes and resources dedicated to

sustainability reporting has occurred as needed throughout the year.

The findings from the risk assessment and internal control activities

related to the sustainability reporting process are integrated into the

operational processes. Identified risks and control deficiencies are

communicated to the relevant functions, including the Sustainability

and Core Finance. Based on these findings, corrective actions and

control enhancements are defined and incorporated into existing

procedures, such as data collection protocols, validation controls and

reporting guidelines. Core Finance coordinates the implementation of

these improvements. Alignment with the Company’s overall internal

control framework will be integrated in the coming years. Significant

findings and remediation actions are reported to Senior Leadership

and, where relevant, to the Audit Committee. Progress on the

implementation of corrective actions will be monitored periodically to

ensure continuous improvement of the reliability and robustness of

the sustainability reporting process. Risks were identified for each

sub-process based on their ESG impact and likelihood of occurrence.

Data collection is inherently subject to some level of measurement

uncertainty. Uncertainties exist for some variables that are difficult to

measure and which require a proxy, while some datasets are based

on sampling. Some factors require assumptions in order to either

calibrate data or fill in data gaps. Examples include using financial

spend-based estimates for certain categories of scope 3 emissions,

application of proxies for data gaps. Where Cadeler uses proxies,

assumptions, conversion factors, etc., it aims to have multiple people

involved in the decision-making process to ensure that the reasoning

applied is backed by sound argumentation. The data collection

process is conducted by the end of the year to ensure the most up-

to-date information is reviewed and disclosed. A CSRD compliance

check is performed to ensure the disclosures meet ESRS

requirements. Both data collection processes are internally audited to

ensure they meet reporting requirements.

Strategy, business model and value chain

Continued from previous page


	Sustainability Mission	Targets	Deep dive
Environment	Efficient operations with fewer emissions for every wind turbine installed, promoting circularity of resources and protecting the ecosystems and communities where Cadeler operates	2030:	ESRS E1
		Reduce company-wide scope 1 and 2 emissions intensity by 50%	ESRS E2
		Source 100% of the electricity consumption from renewable sources	ESRS E5
		Reduce waste from own operations by 50%
		2035:
		Deliver net-zero operations
		Reduce Scope 3 emissions by 35%
Social	Maintain a safe, engaging, diverse, equitable and inclusive work environment on and offshore	2025:	ESRS S1
		30% women in leadership positions	ESRS G1
		2030:
		40% women in leadership positions
		Ongoing priorities:
		Aim for zero lost time incidents and zero recordable cases
		Promote inclusivity in the workplace and zero tolerance for discrimination and harassment
		Ensure fair labour practices and develop promote respect for human rights
Governance	Operate the business ethically and aim to implement practices that also hold Cadeler’s supply chain to the same standard	2030:	ESRS S2
		Work towards having all Cadeler’s key suppliers commit to the Supply Chain Sustainability Code of Conduct	ESRS G1
		Ongoing priorities:
		Promote sustainability across value chain
		Perform supplier screening and due diligence for business ethics, human rights and environmental practices

Strategy, business model and value chain

Continued from previous page

Cadeler’s Business Model

________________________________

ESRS 2 SBM-1 – Strategy, business model and value chain

Cadeler’s core business involves the safe, reliable and high-quality

installation of offshore wind turbines using cutting-edge specialised

Wind Turbine Installation Vessels (WTIVs). These vessels, which

Cadeler builds, owns and operates, are designed to operate

efficiently in challenging offshore environments, and Cadeler

continually invests in new vessels with innovative technologies and

processes to reduce emissions and minimise environmental impact.

Cadeler’s key inputs from a sustainability perspective include fuel

and energy for vessel operations, materials and components used in

fleet maintenance and upgrade projects, and the skills and expertise

provided by the workforce and suppliers. These inputs are sourced

through our operational activities and established supplier

relationships across the value chain.

Cadeler collaborates closely with developers, suppliers and other

operators to ensure timely and safe project execution. Cadeler has

offices in Denmark, the United Kingdom, Taiwan, Japan, Monaco

and the United States. Currently, the Company has vessels operating

off the coasts of Europe, Taiwan and the US. For further information

about the business model, please refer to the “Business Review”.

An overview of the Company’s business is presented in the

Management Review, in the This is Cadeler section. Key figures

relating to employee head count are presented below, in the

Management of the own workforce. Total revenue for the financial

year is presented in the Management Review, in Key Financial

Figures.

Cadeler’s Strategy towards a Sustainable Future

____________________________________________________________

Despite ongoing geopolitical uncertainties around the world, Cadeler

expects that the offshore market will continue to grow at a rapid pace.

Cadeler is well positioned to support the expansion of the offshore

renewables market, with a strategy built on delivering reliable,

efficient and lower-carbon services to the industry, thereby enabling it

to meet the growing global demand for renewable energy.

Cadeler recognises its role in supporting the energy transition and

advancing the industry’s move toward alignment with the Paris

Agreement. Cadeler’s strategic focus is to embed sustainable

practices and mindsets across its operations, allowing the Company

to build alliances around a shared vision, and create long-term value

for the Company’s shareholders.

To achieve this priority, Cadeler has implemented a Sustainable

Development Framework which is based on Company’s growth and

reviewed periodically. The Sustainable Development Framework is

committing to leadership in matters of environment, health and

safety, employment and corporate responsibility, both internally and

across the value chain. Cadeler pursues long-term objectives

towards sustainable growth, prioritising decarbonisation, operational

excellence and improving the circularity of its operations – while

ensuring the highest standards of ethics and compliance. These

goals and ambitions apply to the entire business of Cadeler,

focusing on offshore wind installation and O&M services.

Cadeler’s sustainability-related goals currently apply to all its operations.

As the Company currently provides only offshore wind installation and

maintenance services, these goals cover its entire business. If Cadeler

expands into activities with different sustainability considerations in the

future, it will establish specific goals appropriate to those operations.

Cadeler supports the Global Compact’s 10 Principles and the 17 UN

Sustainable Development Goals (SDG). The Company focuses on 8

SDG goals, relevant to its operations, using them to guide the

sustainable development strategy.

Strategy, business model and value chain

Continued from previous page

Creating value with Cadeler’s partners

________________________________________________

Cadeler actively engages with its value chain partners to promote

ethical conduct, sustainable practices across their products and

services, and respect for human rights. Cadeler’s key value chain

activities are illustrated below and include the construction of vessels,

the manufacture of vessel equipment, the manufacture of project-

specific equipment, energy and electricity (hydrocarbon fuels and

some renewables), engineering services, the provision of vessel

consumables and stores, the transportation of personnel and

equipment, and port services.

The icons displayed above are further detailed in the Double Materiality Outcome.

Double Materiality Assessment

Stakeholders’s ESG engagement

_________________________________________

ESRS 2 SBM-2 – Interests and views of stakeholders

In 2024, the outcome of the DMA, based on consultation with Cadeler’s main stakeholders, was aligned

with the topics previously identified by Cadeler. So stakeholders’ engagement generally reaffirmed that the

key focal points of Cadeler’s sustainability strategy are on the right track. A reassessment of marginally

immaterial topics has been performed in 2025. Further information is elaborated in the Cadeler DMA

approach in 2025. In general, stakeholder engagement is used to either reaffirm the direction of the

sustainability strategy or to identify areas where the current strategy may deviate from stakeholder

expectations. Where any gaps are identified between the Company’s current approach and stakeholders

expectations, Cadeler aims to use stakeholder feedback to inform potential changes to its strategy,

including policies, actions, and targets.

Cadeler engaged with different stakeholders in a variety of ways. The use of multiple approaches highlights

the diversity of stakeholders and reflects tailored engagement methods, ensuring that the Company

understands the stakeholders’ ESG expectations and industry standards. Engagement with the different

stakeholders has been coordinated by Sustainability and Performance, under the responsibility of the Chief

of Sustainability.

Cadeler plans to improve its process for engagement of stakeholders on an annual basis. Firstly, to ensure a

balanced distribution and holistic perspective, external stakeholders need to be selected based on distinct

clusters of stakeholders involved in or affected by the Company’s operations. Participants need to be chosen

to represent these clusters adequately, ensuring that all relevant perspectives are accounted for in the final

results. Regarding the management and employees’ selection, it is important to ensure a representative and

balanced selection by including employees from various departments and geographical regions, to obtain

feedback from a diverse cross-section of the workforce. Then, Cadeler expects to experiment with many

processes to get feedback: from one-to-one interviews, focus groups/workshops/online surveys or academic

and sector research or documentation analysis. The CSRD defines the frequency of sustainability reporting

under the ESRS as annual. However, Cadeler concludes, based on appropriate evidence, that the outcome

of the prior reporting period’s DMA is still relevant at the reporting date, so the preparation of the

Sustainability Statement as of 31 December 2025 uses the conclusions reached in 2024.

For the 2025 reporting year, no significant amendments were made to the business strategy or the

reporting model as a result of stakeholder engagement.


Stakeholders	Engagement	Purpose
Customers & business partners	One-to-one meetings focused on ESG topics, client questionnaires, website reviews and audits.	Ensures alignment on ESG goals and understanding of client expectations.
Employees	Workshops involving representatives from various departments with a focus on internal ESG initiatives.	Ensures employee perspective, drives ESG initiatives and informs company sustainability practices.
Value chain workers	Indirect engagement through supplier and procurement activities. Staying up to date with guidance from organisations such as UN Global Compact.	To ensure ethical labour practices and sustainability in the supply chain.
Industry bodies & regulators	Engagement with working groups on regulated topics using industry group guidance for shaping ESG policies.	To stay informed on industry standards, share best-practices and contribute to sector-wide sustainability efforts.
Investors & Banks	Questionnaires, inclusion of ESG requirements in financing agreements and focus on standards such as SFDR and SASB that are broadly used in the financing sector.	To ensure alignment with investor expectations around sustainability and ESG reporting, ensure Cadeler complies with requirements for green financing instruments.
Suppliers	Collaboration with procurement departments, internal workshops and reviews of supplier websites for ESG practices.	To assess suppliers’ ESG practices against international standards and ensure responsible sourcing and sustainability in the supply chain.

Double Materiality Assessment

Continued from previous page

Financial effects of Cadeler’s ESG topics

__________________________________________________

●

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their

interaction with strategy and business model

E1 Climate change

●

Climate change adaptation: Climate change poses a range of

acute risks to Cadeler and its supply chain. These risks include

potential unavailability of critical products, delays in vessel or

equipment delivery, and disruptions to port operations, all of

●

which can impact project timelines and costs. Additionally,

extreme weather events and changing climate conditions may

result in higher insurance premiums and increased operational

challenges. These climate-related impacts can have significant

consequences for both the Company and its stakeholders,

affecting financial performance.

●

Climate change mitigation: Climate change mitigation presents

both challenges and opportunities for Cadeler. Risks include

constraints on access to alternative fuels and the increasing cost

of carbon, which may increase operational expenses. New climate

●

protection legislation could impose additional compliance costs

or require significant adjustments to business practices. For

instance, the carbon pricing scheme ETS 2 requires polluters to

pay for their GHG emissions while generating revenues to finance

the green transition. Shipping companies are required to monitor

and report their emissions and surrender a corresponding

number of emission allowances. From 2027, Cadeler will be

required to report 100% of its carbon emissions. However, these

changes also bring opportunities, such as incentives for

advancements in renewable energy markets and potential cost

reductions through the adoption of more sustainable

technologies and practices.

●

Energy: Energy-related challenges and opportunities are also

important for Cadeler. Improvements in energy efficiency can lead

to cost reductions and potentially provide a competitive advantage

in the market. However, the limitations shore power due to

insufficient local grid infrastructure could result in continued reliance

on onboard power generation and increased operational costs.

E2 Pollution

Microplastics: Pollution, including the presence of microplastics in the

environment, presents potential financial risks for Cadeler. Changes in

EU packaging legislation could lead to increased products costs or

challenges related to the availability of compliant materials, affecting

both supply chain costs and product delivery. Additionally, compliance

●

with flag state requirements may impose additional operational and

compliance costs. These factors could result in fines, sanctions, and

reputational damage, as well as increased insurance premiums.

Adapting to evolving regulations and mitigating pollution-related risks

will be crucial to managing both financial and operational impacts.

Pollution of air: Air pollution regulations pose significant financial

and operational risks for Cadeler. Non-compliance with Emission

Control Areas (ECAs) or NOx limits could result in fines, sanctions,

and reputational damage. In response to increasingly stringent

environmental regulations, there may be a mandatory requirement

to install Selective Catalytic Reduction (SCR) systems on O-class

vessels and Wind Scylla, which could lead to substantial capital

expenditure related to retrofitting. In addition, extreme weather

events linked to climate change could disrupt operations, delay

projects, and increase operational costs. The combination of stricter

regulations and climate impacts may also influence access to

capital, as investors and lenders increasingly consider sustainability

and environmental risks in their decision-making processes.

Pollution of water: Effective control of water pollution has the

potential to provide Cadeler with a competitive advantage,

demonstrating environmental responsibility and compliance with

regulations. However, any adverse incident related to water

pollution—such as spills or contamination—could significantly

undermine this advantage, affecting the Company’s reputation and

public perception. Such incidents could also result in increased

regulatory scrutiny, fines, and additional operational costs,

highlighting the importance of maintaining robust environmental

practices to safeguard both the Company’s market position and

public trust.

E3 Water and marine resources

Water & Marine resources - Water discharges into the oceans:

Uncontrolled or unplanned water discharges into the ocean pose a

significant risk to both the environment and Cadeler's reputation.

Such discharges could negatively impact marine resources and local

water quality, leading to regulatory fines, sanctions and potential

reputational damage. In addition to the environmental

consequences, public perception of the Company could be

affected, making it crucial to implement stringent control measures

to prevent such incidents and ensure compliance with

environmental standards.

Double Materiality Assessment

Continued from previous page

●

E4 Biodiversity and ecosystems

●

Impacts on the state of species: Concerns regarding species

population levels and the potential impacts on biodiversity could

lead to cancellations of wind farm projects currently in the pipeline,

particularly if development sites are found to be in critical habitats.

Additionally, stricter environmental regulation could impose

limitations on working schedules, particularly during sensitive

breeding and migration periods for protected species, which may

further delay project timelines and increase operational costs.

E5 Resource use and circular economy

●

Resources inflows, including resource use: The transition to a circular

economy introduces both opportunities and risks for Cadeler,

particularly in terms of resource inflows and the use of resources. The

limited availability of critical materials could disrupt operations and

lead to project delays or increased costs. Additionally, the increasing

pricing on materials, including steel, driven by supply chain constraints

and market volatility, could further increase operational expenses.

These challenges underscore the importance of securing sustainable

supply chains and assessing alternative materials to mitigate risks

associated with resource availability and price volatility.

●

Resources outflows related to products and services: In the context

●

of a circular economy, resources outflows associated with the

disposal of products and services are becoming increasingly

important. More stringent EU regulation on vessel

decommissioning could result in higher costs due to enhanced

environmental and safety standards, requiring more complex and

potentially costlier processes for disposal and recycling. Similarly,

the introduction of stricter requirements for other equipment could

lead to increased operational expenses, as businesses may need to

invest in more sustainable and compliant solutions. These

regulatory developments emphasise the need for forward-looking

strategies in equipment lifecycle management and waste reduction.

●

Waste: Effective waste management becomes increasingly

important for Cadeler's operations. Improper waste disposal or

non-compliance with evolving regulatory requirements could lead

to fines and sanctions, as well as damage to the Company’s

reputation. Stricter requirements for waste handling and recycling

may further complicate operations, increasing both the cost and

complexity of compliance. The risk of non-compliance

underscores the importance of robust practices and proactive

●

management to avoid potential legal and financial penalties.

S1 Own Workforce

The working conditions of Cadeler’s employees may materially

impact operations as health and safety are paramount in the

shipping industry. Any incident at the industrial sites could result

in financial losses due to penalties and compensations related to

the incidents and adverse reputation impacts. Incidents can also

take the form of harassment towards employees. Such incidents

could lead to lost time, sick leave, a diminution of motivation and

●

less overall efficiency in the team in general. Consequently, it

could result in higher costs for the Company which Cadeler seeks

to anticipate and prevent.

S2 Workers in the Value Chain

Working conditions are also considered a risk for the workers in

the value chain, particularly from a training and skills development

perspective. Cadeler considers that strong performance can

increase efficiency and quality of services and products delivered

to Cadeler. Thus, the risk is mainly driven by cost efficiency

considerations.

Forced labour poses reputational risks from a financial

performance perspective. Any incidents of forced labour within

the supply chain may affect the Cadeler’s brand and reputation.

The Corporate Due Diligence Duty is considered by Cadeler as

part of its business and the Company seeks to manage this

process as an inherent part of its business practices to avoid any

costs, mainly fines, and impact on the revenue including loss of

business.

The protection of personal data represents matter that could bring

significant financial risks, particularly since the GDPR entered into

force. Any breach in terms of privacy that could appear within the

value chain would be financially and economically damaging to

Cadeler as improper management of personal data by Cadeler

could result in fines. An insecure whistleblower hotline may also

adversely affect the Company image and consequently its

commercial performance.

G1 Corporate Culture

Any incident related to corruption or bribery could result in

adverse impacts on the Cadeler’s brand, as well as fines and

increased legal defense costs. Management of suppliers’

relationship could affect suppliers’ willingness to engage with

Cadeler. This could affect the ability to procure necessary services

and goods, the possibility to improve cost efficiency, and Cadeler

can be liable for wrongdoing of a supplier in certain jurisdictions.

Double Materiality Assessment

Continued from previous page

Resilience of Cadeler’s Strategy and Business Model

____________________________________________________________________

Cadeler works to meet the ESG requirements of the countries in

which it operates. The Company aims to deliver effective monitoring

of its impact on these subjects, ensuring that risks associated with its

operations are appropriately identified and managed. To sufficiently

manage sustainability-related impacts, the organisation must

consider all the issues relevant to its operations, such as:

•Environment: Air pollution, water pollution, sewage

management, waste management, soil contamination,

climate change mitigation and adaptation, and resource use

and efficiency,

•Social: Working conditions, equal treatment and equal

opportunities for all, and other work-related rights

•Governance: Corruption and bribery, corporate culture, and

the management of relationships with suppliers including

payment practices.

To control and improve environmental and social performance,

Cadeler has a management manual, an HSEQ policy and a

sustainable development policy in place. These documents outline

the corporate practices for working towards a more sustainable

future, by maximising positive environmental impacts, minimising and

taking accountability for negative impacts. Cadeler’s ISO 14001:2015

certified environmental management system establishes a framework

formal policies, processes and requirements implemented to

minimise environmental impacts from its operations. It covers all

Cadeler’s vessels, operational sites, offices and activities. A dedicated

Ethics and Compliance (E&C) function has been established to be

able to monitor the performance of the Company and to set

ambitious targets in this area. Regulatory requirements can become

more restrictive, and it is important to anticipate such developments

and address them at an early stage.

Emissions for Scope 1, Scope 2 and Scope 3 activities are tracked and

reported annually. To report on emissions, Cadeler looks to the GHG

Protocol Corporate Standard as its guide. The Company uses the

definition of operational control to set its organisational boundary,

and therefore aims to account for emissions from all facilities and

assets where it has the authority to introduce and implement

operating policies. Cadeler has monitoring equipment installed on

board its vessels to track the consumption of fuel, lube oils and other

substances that eventually result in the release of CO₂ and other GHG

into the atmosphere. The marine gas oil purchased is required to

meet the sulphur emission caps applicable in the North Sea and

Baltic regions (0.1% concentration). Additionally, NOx emissions from

the vessels may not exceed the upper limits set out in MARPOL

Annex VI.

The Company monitors consumption of F-gases used as refrigerants.

Cadeler also has a water management plan in place, under which the

fresh water consumption is tracked and any discharges of ballast

water or grey water from the vessels are recorded. Another core

element of environmental management on board the vessels is the

garbage management plan. Cadeler records its total waste

generation and ensures waste segregation onboard enabling proper

management when waste is offloaded on the quayside. The vessels

also have a shipboard marine pollution emergency plan, which

outlines the practices intended to prevent spills into the ocean. It

ensures that crews are trained to respond in the event of an incident

and have the necessary clean-up equipment available.

Sustainability is part of Cadeler’s business model through the

Company’s contribution to climate change mitigation. However,

the shipping sector represents around 3% of global greenhouse

gas emissions. In response, the Company is taking steps to

enhance operational efficiency and reduce emissions where

feasible. As a fast-growing Company, Cadeler is still developing

its business model but the strategic direction towards a more

sustainable economy is clear. Even if the regulatory environment

is evolving slowly, the Company’s objective is to stay ahead of

European and National directives and legislation. For this reason,

sustainable data management is embedded in the Company’s

short-term and long-term strategy. The competitiveness of the

Company depends on its ability to anticipate and address

sustainability-related issues in the coming years. Cadeler has

designated dedicated departments responsible for managing

decarbonisation, sustainable development and environmental

matters.

Double Materiality Assessment

Continued from previous page

Impact, Risk and Opportunity management

_______________________________________________________

ESRS 2 IRO-1 - Description of the process to identify and assess

material impacts, risks and opportunities

As a large Company, Cadeler is required to disclose its material IROs,

which are in turn mapped to sustainability matters (i.e., topics,

subtopics, sub-sub-topics). In 2025, Cadeler assessed that no

significant events occurred that would trigger a major change in the

DMA, meaning that the IROs remained the same as those disclosed

in the 2024 Annual Report.

The process conducted in 2024 for the identification of IROs began

with an assessment of the Company’s overall context. To determine

the material topics, the Company first analysed its activities, business

relationships, value chain, affected stakeholders, and strategic

objectives.

Various stakeholders were involved, including internal specialists.

Cadeler overhauled its process for the performance of a materiality

assessment as compared to previous years to comply with the DMA

requirements under the CSRD. The process was divided into the

following steps:

Preparation

This step involved defining a long list of potentially material topics to

be included in the DMA. Cadeler considered all topics required in the

ESRS, including industry-specific topics from existing analyses and

material topics identified in previous years. The outcome was a

comprehensive list of potentially material ESG topics used for the

next step of the process.

Identification

This step involved gathering information relevant to assessing the

impact and financial materiality of the various topics. Cadeler

mapped its value chain and identified where IROs occur, set scope

boundaries, identified separate business areas, geographical linked

IROs, and received feedback from internal and external stakeholders

regarding their perception of relevant IROs. This step resulted in a

mapped value chain and a long list of IROs to be assessed for

materiality.

Assessment

In this step, Cadeler assessed the identified IROs for impact and

financial materiality. Workshops were conducted in which IROs were

reviewed line by line, first discussed by internal subject matter experts

and then ranked based on a defined set of criteria. IROs were ranked

for impact materiality based on scope, scale, irremediability and

likelihood, while they were ranked for financial materiality based on

the severity of the financial impact and likelihood. Based on the

scoring (from 1 to 5 for impact materiality and from 1 to 20 for

financial materiality), the ranking was classified into four categories:

insignificant, low, material, and critical. Cadeler chose to apply both

approaches in order to align financial materiality with the risk

approach already used for the Financial Statements. The results were

consolidated and calibrated before being presented to Executive

Management and the Audit Committee for final approval.

CSRD Preparation

Based on the results of the DMA, the material topics were mapped to

relevant ESRS disclosure points. Cadeler identified applicable

disclosure requirements and performed a gap assessment in 2024,

involving internal data owners, resulting in a list of material disclosure

requirements and datapoints. In 2025, the list of material disclosure

requirements was reviewed, with no changes to the scope of

disclosures, except for phase-in data points that became mandatory

due to Cadeler’s headcount exceeding 750 employees.

The connections between impacts and dependencies and the

associated risks and opportunities have been analysed to ensure the

business is not jeopardized. A climate-risk assessment has been

conducted to ensure that Cadeler’s assets and activities are not

significantly threatened by these impacts and dependencies. At the

same time, the organisation participates in an annual assessment of

its impacts and opportunities as part of the CSRD reporting process.

Double Materiality Assessment

Continued from previous page

Cadeler DMA approach in 2025

_______________________________________

In 2025, Cadeler reassessed topics that were marginally immaterial

in 2024.

Cadeler endeavoured to identify the business risks and

opportunities that ESG topics could bring. Cadeler considers that

ESG risks are pervasive and can affect the balance sheet, the P&L,

the cash flow in short-, medium- and long-term. Cadeler

organized workshops aiming to identify whether any change in

circumstances occurred, which would have conducted to a new

IROs assessment. It resulted from this analysis that no additional

material IRO needed to be disclosed.

In accordance with EFRAG implementation guidance, a value chain

mapping was prepared covering Cadeler’s key business segments,

activities, stakeholders, resources, customers, and geographical areas,

together with a mapping of upstream and downstream activities and

their associated internal and external resources. Every sustainability-

related risks within the value chain are presented to the Audit

Committee in the same manner as other types of risks. The Audit

Committee reviews all risks during the meeting, and the prioritisation

of the risks is discussed in this context.

In 2025, the results of the DMA were submitted to Executive

Management, which approved maintaining the same reporting

scope as in 2024, as no major changes to the business model

occurred. As in 2024, Cadeler has not yet formally integrated the

DMA into its overall business risk management processes. And yet,

the results of the DMA have been communicated to those

responsible for overall business risk management. Cadeler has not

yet determined how these processes can be more closely

integrated in future iterations. Cadeler intends to further elaborate

on this process in 2026.

Non-material topical standards

_______________________________________

No material IROs were identified for either S3 or S4 due to the

nature of Cadeler’s business which is offshore and service oriented

rather than product oriented. During the 2024 DMA, IROs were

identified for E3, but this was not assessed as material and

therefore, not reported in the Sustainability Reporting. Cadeler

considered its water withdrawals, water consumption, and water

discharges in its assessment. Water extraction and consumption

were not considered material due to operation in areas that aren’t

normally facing water shortages along with the ability to convert

seawater to fresh water on most of its vessels. Discharges were not

considered material as Cadeler treats blackwater and ballast water

onboard its vessels, and reports any potential pollution risks under

E2. For E4, Cadeler considered direct impact drivers of biodiversity

loss, including how the Company’s contribution to climate change,

seabed impacts, potential collisions with wildlife, ballast exchanges,

and noise disturbances may affect biodiversity. E4 has been

identified as material in 2025 reassessment. Cadeler uses the

phase-in option and is getting prepared to disclose information as

respect in 2027.

Biodiversity Materiality Assessment

_____________________________________________

Cadeler assessed Biodiversity and ecosystems as material from the

financial perspective. The assessed material IRO is the potential

cancellation of windfarms, limitations on working schedules and

potential for slowed growth of the industry due to limited available

zones for deployment or general public disapproval due to

impacts on species. Cadeler assessed that its own operations have

limited and largely temporary biodiversity impacts, mainly during

installation phases. Cadeler notes that the downstream value chain

(i.e. windfarm owners) have a longer term impact with a change in

sea-use within the offshore windfarm sites, but Cadeler has limited

control over windfarm developments.

Regardless, Cadeler acknowledges that biodiversity has become an

increasingly important topic and intends to outline a biodiversity

strategy in the coming years. Cadeler’s sustainable development

policy and HSEQ policies currently commit to reducing impacts on

the environment but do not currently make specific mention of

biodiversity. Cadeler will consider how to address the topic during

the next scheduled review of Company policies.

Cadeler has not yet set specific targets related to biodiversity, but does

take relevant actions to avoid negative impacts on biodiversity. The

Company’s fleet operates in compliance with IMO MARPOL

requirements, some of which are aimed at avoiding negative impacts

on marine ecosystems. Cadeler’s vessels operate with ballast water

treatment plants onboard; the vessels follow approved ballast water

management plans; Cadeler has performed patch tests for new paint

coatings in an attempt to find suitable less impactful products; the

Company uses noise mitigation measures for foundation installations in

areas assessed to have sensitive marine mammal populations and aims

to reduce its air emissions to reduce contribution to climate change and

other pollutant levels, which can have negative impacts on ecosystems.

Double Materiality Assessment

Continued from previous page

ESRS 2 IRO-2 - Disclosure requirements in ESRS covered by the undertaking’s sustainability statement

Please see the section “ESRS 2 - Data points that derive from other EU legislation” and “Disclosure

requirements & incorporation by reference”.

Sustainability program is directly linked to the tables in annual report. Cadeler considers that its activities did

not change sufficiently in 2025 to justify any change to the identified material topics. However, as several

questions about Biodiversity impacts and dependencies were raised throughout the year, the

Decarbonisation and Performance department assessed the Biodiversity topic, resulting in the identification

of a material risk. Cadeler chose to apply the Phase-in option and the Biodiversity topic will therefore be

disclosed in the 2027 Sustainability Report. Since data collection for Biodiversity is particularly complex and

Cadeler aims to be well prepared for disclosing this topic, the next two years will be used for evaluating the

dependencies and impacts and to determine the metrics on which the Company will focus.

Double Materiality Assessment

Double Materiality Assessment

Double Materiality Assessment

Description of material impacts, risks and opportunities resulting from materiality assessment

Climate change mitigation (E1)

Actual negative impact:

GHG emissions from operation of Cadeler’s windfarm installation

vessels, emissions from its supply chain: Cadeler's vessels currently

operate using marine gas oil as the main source of energy.

Although the purpose of operating Cadeler’s vessels is to install

and maintain offshore windfarms, the vessels require large

amounts of energy to perform the task at hand. Cadeler aims to

reduce its emissions of GHGs by focusing on improving energy

efficiency, making operational changes, and using increasing

amounts of renewable fuels and electricity to cover the Company

energy consumption. These improvements take time, but Cadeler

aims to reduce its impacts over the coming decade and aims at

closing the gap towards net-zero for its own operations by 2035.

Actual positive impact:

Cadeler is a pure play operator, solely focused on serving the

offshore renewables industry. The result of Cadeler services can

be measured in terms of MW installed or, indirectly, household-

equivalent electricity consumption installed and serviced.

Risk:

Transition risks related to changing legislation and climate

mitigation: increased political support for pushing climate

mitigation could see further measures similar to the EU ETS

implemented and having some financial impacts on companies.

Conversely, reduced support for the buildout of renewables

could see a slowdown in the market Cadeler serves.

Opportunity:

Global transition to renewable energy sources: Cadeler expects

continued growth in the global offshore wind industry and

therefore expects further opportunities for the growth of its

business.

Energy consumption of Cadeler and

its supply chain (E1)

Actual negative impact:

Cadeler's vessels require energy to operate, which is currently

supplied largely by fossil fuel sources. To reduce the negative

impacts of energy consumption, Cadeler aims to reduce energy

demand by implementing further energy-efficiency initiatives

and by decarbonising the energy it consumes.

Risk:

Potential resource constraints may pose pricing risk for key

resources for Cadeler’s operations: the key resources include

steel, marine gas oil, biofuels, methanol and other potential

fuels. The Company’s operations are quite dependent on access

to certain resources and energy sources. Variations in the market

value of certain items have the potential to impact the business.

Pollution of air (E2)

Actual negative impact:

Emissions of air pollutants are mostly related to the operation of

Cadeler’s vessels. A key part of the strategy is to use shore

power where available on future projects to reduce air pollutants

in ports, near population centres.

Pollution of water (E2)

Potential negative impact:

Offshore operations have an inherent risk of spilling fuel and

other chemicals into the marine environment. Cadeler works to

minimise this risk through proper chemical management, by

practicing oil cleanup drills and ensuring proper processes for

bunkering and storage of fuels and chemicals.

Actual negative impact:

Grey wastewater is generated by domestic activities such as

using sinks and showers or doing laundry and dishwashing.

Greywater can be contaminated with microplastics, micro-

organisms, chemicals such as detergents and other materials.

Ballast water is used in ship ballast tanks for stability. Ballast

water can be a source of invasive species upon release but is

treated on Cadeler’s vessels with ballast water treatment systems

that meet IMO requirements before being released back into the

oceans.

Microplastics (E2)

Actual negative impact:

Use of single-use plastics across Cadeler’s operations and value

chain contributes to the creation of microplastics after disposal.

Paint coats on the vessels contribute to microplastic pollution in

oceans as they break down over time, as does runoff from

onboard laundry services. Cadeler is in the early phases of

mapping its sources of microplastic pollution and aims to set

improvements in place that begin to reduce the Company’s

contribution to the global microplastic issue.

Resources inflows, including

resource use (E5)

Actual negative impact:

Resources use required for operations, building of vessels:

examples include mining of iron ore required for production of

steel that is used for building the vessels, cranes and project

equipment. Cadeler aims to identify opportunities for reusing

and using recycled materials where possible.

Waste (E5)

Actual negative impact:

Operational and accommodation waste from the vessels have a

negative impact on the environment. Waste from Cadeler’s

office buildings. Cadeler monitors waste output and has set a

target of reducing waste by 50% by 2030. The Company aims to

achieve this goal by redirecting waste from landfilling to reuse

and recycling wherever possible as well as by reducing Cadeler’s

overall consumption.

Health and Safety (S1)

Potential negative impact:

Cadeler's vessels are industrial sites that are often located

offshore. The offshore industry in general, due to harsh oceanic

and weather conditions, the nature of the work and isolation from

shore, poses an elevated risk to the health and safety of workers.

Cadeler’s safety management system is in the core of everything

it does, ensuring continuous improvement of health and safety

risks at the Company’s worksites aiming at reducing risk as much

as possible.

Risk:

Since the offshore industry can have a negative impact to the

health and safety of workers, Cadeler considers that HSEQ

incidents may happen and they have potential to result in brand

issues or lawsuits.

Measures against violence and

harassment in the workplace

Risk:

Although not likely, Cadeler views any risk of harassment or

discrimination as a serious risk for its brand and the trust the

employees place in the business. Risk of incidents is not

widespread, but would impact individuals significantly. To

reduce the risk of incidents, Cadeler has policies in place that

make its position known and ensure that employees know that it

has no tolerance for harassment and discrimination and will do

everything in its power to protect employees against such

incidents.

Other work related rights: Privacy (S1)

Potential negative impact:

Cadeler collects certain key information on its employees as part

of required employment processes. As this is necessary, Cadeler

works to ensure that data storage and data management are

responsible and secure, aiming to reduce the risk of data leaks

and exposure to cybercrime to the lowest extent possible.

Equal treatment and opportunities

for all: Diversity (S1)

Actual positive impact/Potential negative impact:

Cadeler is an equal opportunity employer and has seen the

benefit of its position, as it is able to attract a diverse workforce.

The Company believes this is fundamental to offering a

workplace where employees can thrive and find a sense of

belonging. The Company believes its performance in this area

affects the entire workforce, although potential for negative

impacts would be felt most strongly by affected individuals.

Equal treatment and opportunities

for all: Gender equality (S1)

Potential negative impact/potential positive impact:

Equal opportunity and equal pay impact on the professional and

personal development of employees. Cadeler aims to improve

its performance in this area to make sure this topic, which has

the potential to have negative impacts, has a positive impact on

Cadeler’s workforce.

Work-life balance (S1)

Actual positive impact:

Cadeler views its offering of flexible working hours, number of

vacation days, equal opportunities for parental leave regardless

of gender, etc. as core to ensuring employee satisfaction.

Social dialogue (S1)

Actual positive impact:

Cadeler has established many lines for its employees to voice

their concerns and feedback on how it operates its business.

Safety representatives are elected from among the workforce on

O-class vessels. Safety coaches onboard S- and Z-class are

appointed by the Company. Quarterly meetings are set up with

the COO and Head of HSEQ for seafarers to have a platform to

share their voice. Cadeler has established Speak Up! and well-

being hotlines to further support employees.

Freedom of association, the existence

of works councils and the

information, consultation and

participation rights of workers (S1)

Actual positive impact

Cadeler views freedom of association as a right for its employees

but does not track what percentage of its employees make use

of this right. Additionally, via the supply chain Code of Conduct,

the Company requires that its suppliers respect the right of their

own workforce to freedom of association.

Collective bargaining, including rate

of workers covered by collective

agreements (S1)

Actual positive impact

Many of the seafarers are hired on collective bargaining

agreements, ensuring Cadeler meets the requirements for

labour conditions and wages set by the maritime authorities it

operates under.

Adequate wages (S2)

Potential negative impact

Cadeler views adequate payment of workers as an important

aspect of a sustainable business. Cadeler recognises the risk that

some companies across any supply chain could potentially not

live up to the expected standard. For this reason, supply chain

due diligence and management is an important part of Cadeler’s

growing business and is an area the Company works to mature

year after year. This potential negative impact is considered

systemic.

Health and safety (S2)

Potential negative impact

Cadeler sees the potential for safety incidents or injuries across

the value chain. It is therefore viewed as an important part of

Cadeler’s supplier onboarding process to check how the

business partners manage safety. This potential negative impact

is considered systemic.

Training and skills development

Risk:

Access to appropriate training has an impact on the career

development of affected individuals. Ensuring access to training

is viewed as a risk for Cadeler, as the quality of products and

services is dependent on employee access to sufficient training.

Measures against violence and

harassment (S2)

Potential negative impact

Systemic negative impacts on individuals potentially affected

related to harassment cases. Cadeler aims to work with suppliers

who have policies in place that align with its supply chain

requirements.

Diversity (S2)

Potential negative impact

There is a potential risk of systemic unequal pay for equal work

and unequal access to career development opportunities across

the supply chain, based on diversity characteristics other than

gender.

Potential incidents of forced labour in

supply chain (S2)

Potential negative impact

While unlikely, any potential incident is expected to have grave

impacts on the affected individual. The Company aims to reduce

the systemic potential impact/risk of any impacts via due

diligence of suppliers, performance of human rights impact

assessments, and appropriate reporting mechanisms.

Risk:

Negative incidents in supply chain could negatively affect Cadeler’s

brand and have negative impact on delivery of products and

services to Cadeler.

Protection of personal data (S2)

Potential negative impact:

Potential for personal data leaks, including data of people in the

value chain, has the potential to negatively affect individuals and

has potential to affect Cadeler via EU GDPR. Cadeler aims to

ensure that personal data is only collected when necessary and

erased when no longer needed. Additionally, Cadeler maintains

its IT systems to ensure a high level of security. This potential

negative impact/risk is considered widespread.

Risk:

Potential for improper management of personal data by Cadeler

could result in fines. Insecure whistleblower hotline may affect the

Company image.

Potential for instance of child labour

in supply chain (S2)

Potential negative impact

Although unlikely, any incident in the supply chain or even

extended supply chain has the potential to greatly impact the

affected young individuals. This potential negative impact is

considered systemic.

Gender equality and equal work of

equal value (S2)

Risk

There is a risk for systemic unequal pay for equal work, and

unequal access to career development opportunities across

supply chain.

Incidents of corruption and bribery (S2)

Risk:

Although Cadeler has systems in place for training employees in

proper conduct, an incident would have the potential to

negatively impact Cadeler's image. Cadeler continues to work on

educating its employees about proper business conduct and

maintaining a culture where there is no tolerance of incidents of

bribery or corruption.

Corporate culture (G1)

Potential positive impact

One of Cadeler goals is to facilitate the transition to a world built

on renewable energy, aiming to set a more sustainable course

for people and planet. Cadeler aims to support this goal with

corporate policies and culture aligned with the corporate values.

Management of relationships with

suppliers including payment practices

Risk:

Cadeler’s relationship to its suppliers has both short-term and

long-term influence on the success of its activities, as the

Company relies on mutually beneficial partnerships with the

suppliers of the products and supporting services necessary for

delivering its operations. Cadeler aims to offer fair contracts and

meet its payment terms.

Prevention and detection, including

training on corruption & bribery (G1)

Actual positive impact

Training provided to employees on corruption, bribery and

other business conduct issues has the potential to positively

influence behaviour. Such training is vital for ensuring that

employees understand how to operate ethically across all

functions, locations and activities.

Presentation_Master_Annual_V08_Workiva scale_export.jpg

Environment

Tackling Climate Change

_______________________________

E1-1 – Transition plan

As the offshore wind industry sharpens its focus on lifecycle GHG

emissions, demand for lower-carbon solutions across the value chain

is accelerating. Cadeler is committed to meeting this shift with

innovative strategies and sustainable practices. Cadeler has a

decarbonisation plan in place, but this plan does not fully meet the

definition of a “transition plan” as per all required characteristics set

out in the EU CSRD regulation. The current decarbonisation plan

covers the full business. SBTi has published sector-specific guidance

for the shipping industry indicating that a carbon intensity reduction

between 51% and 61% is required to meet the IPCC 1.5-degree

scenario. Cadeler has set an intensity reduction target of 50% by 2030.

SBTi’s shipping guidance also requires net-zero emissions by 2050 for

alignment with the Paris Agreement. Cadeler’s net-zero target is within

this boundary. Cadeler aims to continue exploring its commitment to

Science Based Targets (SBTi) for future verification. Cadeler is not

excluded from the EU Paris-aligned Benchmarks. As part of the

continued development, the Company is working to further clarify

how the targets align with the Paris-aligned 1.5-degree pathway.

The Company’s transition plan has been developed by the

Sustainability and Performance team and approved by the Executive

Management and Board of Directors. Cadeler believes that its

transition plan needs to be embedded it the overall Company

strategy. Hence, concrete yearly metrics and actions are set in the

Corporate Objectives, which are prepared and approved by the

Senior Leadership Team. Additionally, the Executive Senior

Management and the Board of Directors review the budget for

executing the decarbonisation roadmap on an annual basis. This

budget is specifically allocated to vessel retrofits, alternative fuels,

training of crews or industry collaboration, amongst other priorities.

Emissions for Scope 1 and Scope 2 activities have been tracked and

reported annually since Cadeler’s IPO in 2020. In 2024, Cadeler also

started presenting its full Scope 3 emissions, capturing the upstream

and downstream impacts related to its operations. In consequence,

Cadeler also set its Scope 3 ambitions with a 35% emissions

reduction target by 2030. To report on emissions, Cadeler uses the

GHG Protocol Corporate Standard as a guide and, in 2025, also

started acquiring annual verification of its GHG reporting in

accordance with the ISO 14064 standard. Cadeler obtained its first

verification in accordance with the ISO 14064 for 2024 GHG

emissions report. Since the Company uses the definition of

operational control to set its organisational boundary, Cadeler aims

to account for emissions from all facilities and assets where it has

authority to introduce and implement operating policies as Scope 1

emissions. Cadeler updates its list of potential emission sources on

an annual basis. This process is managed by the Sustainability and

Performance team, which is also responsible for developing methods

to measure emissions from any newly identified emission sources,

ensuring that such sources within the organisational boundary are

included in the emissions accounting process.

As part of Cadeler’s ongoing efforts to enhance climate‑related

financial transparency, the Company is working to integrate

analytical accounting capabilities that will allow the organisation to

systematically identify, track, and report climate‑related OpEx and

CapEx.

Sustainability & Performance department role

___________________________________________________________

Cadeler has a Sustainability and Performance department that is

responsible for the implementation of its transition plan. The Chief

Sustainability and Performance Officer, leads this department, sits on

the Executive Senior Leadership team, and has responsibility for both

the design and execution of the strategy and roadmaps for

decarbonisation initiatives. This strategic decision was a consequence

of the Company’s recognition of both importance and the

complexity of addressing the challenges within these areas.

Strategy for decarbonising Cadeler’s operations

_____________________________________________________________

Cadeler continues to focus on reducing its emissions through three

key levers:

1) optimising energy consumption

2) enabling direct electrification, and

3) adopting sustainable fuels.

1) Optimising Energy Consumption

Cadeler’s existing vessels operate on a baseline system that relies on

marine gas oil for power generation. While full decarbonisation will

require significant investment in optimising energy consumption,

direct electrification, and/or the adoption of alternative fuels, Cadeler

considers that further decarbonisation is technically feasible.

Accordingly, Cadeler does not consider its vessel-related emissions

to be locked in.

Tackling Climate Change

Continued from previous page

Unlocking the potential for optimised energy consumption across

the fleet remains a top priority for Cadeler in the short and long

term. This involves the continuous assessment and implementation

of both operational and technological energy-efficient solutions for

existing assets to further reduce carbon intensity. The new builds are

delivered with many technical energy efficiencies in the vessel

design. Understanding energy consumption onboard the vessels is a

critical focus area for improving efficiency. In 2024, Cadeler rolled

out energy efficiency monitoring dashboards, providing increased

awareness and data to drive actionable improvements. To maximise

the potential of the vessel efficiencies and support a continued focus

on optimising operations, specific energy-efficiency training for

crews was initiated in 2024 and expanded in 2025, first on the O-

Class, and planned for fleet-wide implementation in the coming

years. Additionally, Cadeler has placed a strong emphasis on

delivering newbuild assets with significantly higher levels of efficiency

by design. Together, these initiatives form the foundation of

Cadeler’s transition to a future lower-carbon fleet.

2) Enabling direct electrification

Due to the nature of Cadeler’s cycle-based operations, electrifying

the vessels through shore-power connections while loading and

unloading at port will be an essential driver of emission reductions.

In 2025, this solution is already enabling both onboard the O-class

vessels and the newbuilds and is estimated to result in up to an 15%

reduction in annual emissions when onshore infrastructure becomes

available. Benefiting from renewable power sources while at berth,

however, requires the port and grid infrastructure to be developed

before the vessel systems can be used. Cadeler has a continuous

focus on working closely together with its major service ports and

customers to overcome the onshore infrastructure barriers.

3) Adopting sustainable fuels

The transition towards the use of alternative fuels in Cadeler’s vessels

will be essential for the Company’s decarbonisation journey.

Sustainable fuels are a necessary part of the pathway towards its net-

zero commitments, and have potential to provide up to 95% GHG

emission reductions. In 2024, Cadeler prepared its operations,

vessels and crews to start blending certified biofuels and renewable

diesel in the current O-class vessels, as these provide a readily

available solution for reducing emissions related to engine

combustion, replacing fossil fuels. This feasibility was successfully

demonstrated by biofuel testing completed on Wind Osprey in early

2025 and has been followed up with biofuel blending on Wind Orca

in December 2025. Additionally, a major focus of Cadeler is on

building a fleet of vessels capable of operating on alternative fuels of

the future. With the ordering of seven newbuilds, work has

continued throughout 2025 to prepare these vessels and ensure they

are ready for future conversion. In 2023, green methanol was

identified as the optimal and earliest available option following

increased demand for this fuel within the shipping sector, which has

encouraged the entire supply infrastructure to be developed in the

coming years. In 2024, Cadeler signed the first Letter of Intent (LOI)

for the future provision of green methanol and will continue

assessing alternative fuel available in the market going forward.

Decarbonisation Model to meet Cadeler’s 2030 and 2035

climate targets (see next page for graphic)

_______________________________________________________________________

Cadeler views the reduction of emissions at source as a more

effective and responsible strategy than reliance on carbon offsetting

to achieve reductions in its carbon footprint. As the fleet has grown

significantly, the absolute Company emissions are expected to

increase with the growth of the fleet, but Cadeler aims to reduce

emissions intensity of its operations and reduce average emissions of

the vessels in its fleet. The Company does not envision a linear

decrease in emissions but rather considers decarbonisation to be a

transition process involving continuous improvements and upgrades

until 2035 and beyond, based on technical readiness of key

decarbonisation technologies and the Company’s growth

projections.

Tackling Climate Change

Cadeler Decarbonization Pathway

Tackling Climate Change

Continued from previous page

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their

interaction with strategy and business model(s)

Cadeler’s operations are largely focused on marine transportation

and installation activities. While the Company’s main assets are

vessels, and therefore not stationary, they are exposed to harsh

offshore weather conditions which require appropriate safety

precautions and engineering measures.

Cadeler sees some potential for varying levels of weather-related

operational downtime with respect to its own operations as a slight

risk due to changing wind and precipitation patterns. The Company

also recognises some elevated risks within its supply chain where

fixed assets and providers, such as ports and shipyards, are exposed

to climate-related risks, including extreme precipitation events,

flooding, droughts, storms, changing wind patterns and heat waves

which may periodically interrupt operations or in some cases,

damage infrastructure that Cadeler relies on for its vessel operations

or the delivery of core operational equipment and provisions.

Cadeler has considered physical climate hazards as defined by the EU

Taxonomy requirements as part of a climate risk assessment. For the

assessment, Cadeler considered its own vessel operations, including

all known future wind farm locations at the time of the assessment, all

known ports that would be used to complete these projects, and

potential impacts on core suppliers such as shipyards and a shortlist

of critical equipment providers. Cadeler first performed a climate risk

assessment in December 2023 and has now performed a second

iteration of this assessment. Cadeler used a third party Climate Risk

Tool to assess physical risks that may be faced by Cadeler and its

supply chain. Using the information produced by this tool, Cadeler

finalised its second internal assessment of its exposure to the

identified risks in early 2026. The platform assessed the 28 climate-

related hazards defined by the EU Taxonomy. The second resilience

analysis was finalised in early 2026, and the resulting report was

shared with relevant stakeholders within the Company. The first step

in the process was to assess exposure to risks arising from Cadeler’s

operations and supply chain setup. To achieve this, Cadeler mapped

its operations and supply chain to identify potential climate-related

hazards. These hazards were then analysed using the Climate Risk

Tool to evaluate risk exposure at Cadeler’s main offices, installation

sites, ports and key supplier locations. Criticality of locations was

adjusted based on financial importance to the Company.

Cadeler focused on impacts through two time horizons (2030 and

2050) under the RCP 8.5 scenario. This scenario was selected for the

initial climate risk assessment to identify all potential impacts on the

Company because the 8.5 model provides the most visible

representation of risks. This approach enabled Cadeler to determine

whether climate impacts could pose a material risk to its business. In

future iterations, Cadeler plans to adopt a more nuanced approach,

incorporating multiple RCP scenarios to further examine the

likelihood and severity of the identified risks. In 2025, Cadeler

continues to see a relatively low level of vulnerability within its own

operations due to climate-related impacts. The primary risk is likely

to be changing weather conditions affecting the weather downtime

of the vessels. Cadeler did identify medium and high levels of

vulnerability in some parts of its supply chain; for example, at ports

due to potential flooding and high wind incidents which could result

in extended periods of inaccessibility due to possible infrastructure

damage. Additionally, elevated risk for impacts when it comes to on-

time delivery of vessels and larger items of equipment were

identified, as some manufacturing facilities are located in riverine

and coastal areas in typhoon-impacted regions. As a result, an

elevated potential for damage to supplier facilities due to high

winds, changing precipitation and flooding was seen in the climate

risk model. As of 31 December 2025, only 2 ordered newbuilds

remain undelivered.

Cadeler’s vessels can be redeployed if damaging climatic

conditions are forecasted. For this reason, Cadeler views its own

operations as having a relatively low vulnerability to asset

damage. However, there is a vulnerability to increased

operational downtime due to changing weather conditions.

Cadeler aims to ensure that its contractual agreements are

designed to minimise exposure to potential changes in climatic

conditions. Parts of the supply chain, with factories and

production sites in fixed locations, may have higher exposure to

the risk of damaged facilities due to climate change. One

solution to mitigate this vulnerability may be to ensure sufficient

contingency time when ordering key equipment from areas with

elevated climate risk and maintain a stock of critical spare parts.

Additionally, Cadeler should consider exposure of storage

locations for critical parts to extreme wind and flooding risks.

Tackling Climate Change

Continued from previous page

Management of climate-change mitigation IROs

_____________________________________________________________

ESRS 2 IRO-1 – Description of the process to identify and assess

material climate-related impacts, risks and opportunities

Cadeler has screened its assets and business activities for

exposure to physical and transition events using several methods:

•Updating its environmental risk and impact assessment,

•Performing a climate risk assessment,

•Performing a DMA for the production of a CSRD-

compliant report,

•Implementing processes in place for keeping up with

changing regulatory and stakeholder requirements.

These processes include the use of vessel management

systems for compliance with relevant regulations, the

use of external advice, and an internal working group

that focuses on keeping abreast of new regulations.

As part of its environmental management system, Cadeler

requires an environmental risk and impact assessment to be

carried out on an annual basis. The scope of the assessment is

limited to Cadeler’s installation and maintenance operations, but

also considers value chain impacts directly linked to these phases.

Cadeler conducted the environmental risk and impact

assessments for its wind turbine installation and foundation

installation operations in March 2025. The intention is to perform

such an assessment at least annually, with the result from the

previous year used as the starting point. Additional assessments

are also performed any time Cadeler takes on a project with a

new scope of work.

The results of these recurring environmental risk and impact

assessments, feed into the DMA, supporting the identification of

topics for consideration.

Separately, via the climate risk assessment (described under ESRS

2 SBM-3), Cadeler identified various physical risks to its operations

and to its upstream supply chain. These risks are already present

in the short term but may potentially increase in likelihood over

the medium to long term due to climate change. The outcome of

the climate risk assessment was shared with Cadeler’s Senior

Leadership Team, so that the risks identified could be considered

in the Company’s planning. If any climate-related assumptions are

made in the Financial Statements, consistency with Sustainability

Statements will be ensured by Core Finance, managing both

reporting. Cadeler intends to repeat this risk assessment on a

recurring basis.

In 2025, Cadeler’s Sustainability and Performance department

maintains responsibility for identifying and managing climate

risks, as well as informing relevant stakeholders of risks that

require action, while the Core Finance department has overtaken

responsibility for the Sustainability Reporting, ESG internal

controls, ensuring data collection from internal specialists, and

audit of ESG data. This process ensures that segregation of duties

exists.

In the policy arena, Cadeler tracks regulatory changes which may

impact its operations. Cadeler vessels will be incorporated into the

EU ETS starting in 2027 for operations within the EU. This change

will subject the Company to increased costs associated with GHG

emissions. Cadeler is also monitoring potential developments that

could expand GHG pricing, including a potential UK ETS scheme.

Additionally, Cadeler is subject to several regulations aimed at

enhancing corporate reporting on ESG matters. These include the

EU Monitoring, Reporting and Verification (MRV) regulation for

vessel fuel reporting and the EU CSRD, which requires more

comprehensive accounting and verification of ESG performance.

Meeting these additional reporting requirements required

increased resources at Cadeler, both in terms of personnel and

financial investment, so Cadeler increased the headcount

dedicated to these topics during 2025.

There is an increasing interest from the stakeholders related to

Cadeler’s decarbonisation plan and the Company expects this

interest to grow further. Additionally, Cadeler considers that

volatility in the cost of resources, such as steel and fuels,

represents a risk. As a consequence, Cadeler views technology

developments as an important aspect to consider in its business

strategy. The organisation has already recognised the costs

associated with the transition to lower emission technologies in its

business planning and considers that progress on decarbonisation

must be a business priority for continued success.

Cadeler’s general business strategy aims to be compatible with a

climate-neutral economy. Its operations are focused on

supporting the buildout of renewable offshore wind energy.

Cadeler recognises its current dependence on fossil fuels to

operate its installation vessels and acknowledges that significant

decarbonisation efforts are required to fully align vessel

operations with a climate-neutral economy.

Tackling Climate Change

Continued from previous page

E1-2 – Policies related to climate change mitigation and adaptation

As a key supplier in the offshore wind industry, Cadeler is working

towards a transition to a global sustainable energy system built on

renewable energy. The Company recognises that its operating

methods are just as important as its end goal, and Cadeler

commits to continuously improving its environmental

performance across its operations.

Cadeler has a sustainable development policy in which its

environmental and climate change ambitions are outlined.

Cadeler is publicly committing to 8 of the UN Sustainable

Development Goals (SDGs), aiming to meet the needs of the

present without compromising the needs of the future. For further

information, please refer to Cadeler’s Strategy towards a

Sustainable Future. Moreover, the organisation maintains an

environmental management system in accordance with ISO

14001:2015, with a focus on continuous environmental

improvements. This includes reducing the carbon intensity of its

operations, improving the energy efficiency of the Company’s

assets, minimising the use of resources, and working toward a

circular economy.

The policy regarding climate change applies to all offshore and

onshore employees, as well as other individuals contracted to

work for Cadeler. Cadeler also encourages all business partners

and suppliers to adhere to similar standards. The policy is publicly

available on Cadeler’s website and accessible via the Company’s

intranet for employees. The policy is approved by management

while the Sustainability and Performance department is

responsible for ensuring effective implementation across the

business.

Tackling Climate Change

Continued from previous page

E1-3 – Actions and resources in relation to climate change policies

As previously outlined, Cadeler vessels will be incorporated into the

EU ETS starting in 2027 for operations within the EU. This change will

subject the organisation to increased costs associated with GHG

emissions. Additionally, the Company is monitoring potential

developments that may expand GHG pricing mechanisms to other

operations, including the anticipated UK ETS scheme and FuelEU

Maritime. In response, Cadeler is taking steps to continuously

adopting lower-emission solutions across the fleet, allocating CAPEX

and OPEX on an annual basis to support the implementation of its

action plans. An overview of the actions implemented and planned

for each vessel class is presented on this page.

The implementation of the sustainability-related actions depends

partly on the availability and allocation of financial resources. For

instance, access to biofuel at a competitive cost supports the

execution of strategic initiatives.

The Company also relies on green financing instruments, including

green loans subject to external review and monitoring, which

contribute to funding projects aligned with its sustainability

objectives.

Regarding the amounts of Opex and Capex required for the

implementation of actions, Cadeler is not yet ready to disclose this

information.

O-class vessels, Wind Orca and Wind Osprey

On the O-Class, Cadeler has installed improved fuel monitoring

systems, and has paired this improvement with a crew training

programme aimed at using data to identify operational

improvements that reduce emissions. The installation of the shore

power system on Wind Osprey commenced in early Q1 2025 and

had been commissioned during Q1 2026. In Q1 2025, Cadeler

performed a feasibility test for biofuel on Wind Osprey and later a

second test on Wind Orca Q4 2025. The trials have required

preparation of Cadeler’s operations, vessels and crews to receive

and operate on a certified biofuel blends in the current O-class

vessels. The trials have provided valued learnings towards a readily

available solution for emissions reduction by replacing fossil fuels.

The use of biofuels will be part of the decarbonisation strategy on

across all vessel classes in the Cadeler fleet even if it represents a

higher cost (around 60%). There is planned a purchasing strategy

and order of additional biofuels during 2026.

P-class vessels, Wind Pace and Wind Peak

Wind Peak was delivered in 2024 and Wind Pace was delivered in

2025. Both vessels are more eco-friendly than Wind Orca and Wind

Osprey as a decade of technological developments since the

delivery of the O-class vessels has enabled the implementation of

enhanced energy efficiency and emission reduction technologies

onboard. Improvements to the delivered design include shore

power connections (expected to reduce fuel consumption by up to

15%), fuel-efficient engines and optimised engine sizing. Additional

refinements include an onboard power-saving system, incorporating

battery capacity covering more than 10% of the energy required for

crane operations and approximately 10% of the energy required for

dynamic positioning and maneuvering, regeneration of power from

the jacking system and variable frequency drives. Cadeler intends to

move towards alternative fuels, in addition to biofuels, when suitable

technologies become commercially available. Readiness for

conversion to alternative fuels has been incorporated into the

design of the newbuild vessels, including P-class vessels. To support

this readiness, Cadeler has started preparing for future fuel

availability by signing a green methanol uptake Letter of Intent with

HyLion.

Tackling Climate Change

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A-class vessels, Wind Ace, Wind Ally and Wind Apex

In 2025, Cadeler received the first of its jack-up foundation

installation vessels. The A-class are designed with a hybrid purpose,

allowing the vessels to convert from being foundation installation

units to wind turbine installation units within a short period of time.

All A-class vessels will be equipped with the same green design

elements as the P-class upon delivery.

M-Class newbuilds, Wind Maker and Wind Mover

Cadeler took over management of the newbuild processes for the

M-class vessels at the end of 2023, and has taken delivery of both

vessels during 2025. The vessels are equipped with shore power

connections, a closed ring/bus system for improved power

management and improved efficiency, staggered-sized diesel

generators (allowing engines to operate at more optimal load levels

for improved fuel-to-energy efficiency), a battery energy storage

system with regeneration from the jacking system, and the

implementation of LED lighting. Cadeler will continue to evaluate

performance and expects to be able to provide further details on the

estimated improvement in CO2e emission performance of these

vessels in future reporting.

Wind Scylla and Wind Zaratan

Cadeler took on management of these vessels at the end of 2023,

and in future reporting, will also include disclosures on initiatives

undertaken to reduce CO2e emissions and other environmental

impacts from these vessels. As of 2025, efforts have been focused

on the other vessel classes.

Wind Keeper

After the purchase of Wind Keeper, Cadeler has carried out initial

onboard energy audit to provide recommendations for retrofits that

would offer improvements to the vessel's energy efficiency. Cadeler

has received the first draft of the report and is assessing the various

options that could be built into an actionable improvement plan for

the vessel in the medium term.

Tackling Climate Change

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Emissions reduction Metrics and Targets

___________________________________________________

E1-4 – Targets related to climate change mitigation

In 2021, guided by a commitment to environmental protection,

Cadeler set ambitious climate targets for the shipping industry.

Cadeler manages its climate-related targets via its Sustainability and

Performance Department. Sponsored by Executive Senior Leadership

and with representation on the Senior Leadership Team since

December 2024, this function has responsibility for the strategy and

roadmaps for decarbonisation. Building on this work, Cadeler has set

four key targets related to reducing its carbon footprint.

•Renewable electricity commitment: Cadeler commits to

sourcing 100% of its electricity consumption from

renewable sources by 2030. This target currently covers the

electricity consumption from the offices but is also

intended to cover electricity used to power vessels when

shore power will be utilised in the future (Scope 2

emissions).

•Emissions reduction targets: Cadeler is working to reduce

the carbon intensity of its operations by 50% by 2030,

ensuring that its contribution is in line with the IMO goals.

•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, operational innovations, and research into

reliable solutions for sequestering the GHGs that the

Company cannot avoid emitting.

•Scope 3 emissions reduction target: by 2035, reduce Scope

3 emissions by 35%.

As an extension of these key targets, Cadeler has identified

improvements and already started implemented some of them in 2025

to ensure that its targets support the objectives of its transition plan:

•Third-party verification of Scope 1, Scope 2, and Scope 3

emissions reporting. This was performed for the 2024 and

2025 figures in accordance with the ISO 14064 standard.

This process will be repeated annually,

•Verification of the emission targets with the SBTi, and a

clearer quantification of the emission reductions achievable

through specific decarbonisation levers (future reporting),

•Ensuring that Company actions and financial planning to

achieve targets and are time-bound,

•Third-party verification of the KPIs used to track the

progress in 2024 and 2025 throughout CSRD verification,

•Cadeler views every MW of wind power installed or

repaired as a societal contribution.To achieve this, Cadeler

strives to maximise vessels utilisation for projects

supporting the energy transition, reduce emissions from

operations by enhancing the technical systems of existing

and future vessels, improve operational practices, and

ensure that its vessels remain capable of meeting the

evolving requirements of the offshore wind market.

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According to the ESRS, Cadeler will be required to update the base

year for its GHG emission reduction targets every five years from

2030 onwards.

In line with the Company-wide net-zero goal, Cadeler aims to

reduce Scope 1 CO2e emissions intensity from a 2021 baseline.

Cadeler’s emissions intensity target is to reduce emissions from its

own operations (Scope 1) by 50% before 2030, and to reach net-

zero by 2035, which requires direct emissions to be reduced as

much as possible . Cadeler has not yet implemented the use of

carbon credits, GHG removals, or GHG storage in its decarbonisation

strategy. The Company has also not yet set an internal price on

carbon. Lastly, Cadeler has not evaluated the financial effects from

material physical and transition risks and potential climate-related

opportunities. These topics are therefore not reported this year.

Cadeler has not yet fully assessed the value of these options, but

intends to evaluate whether they may act as effective supporting

mechanisms in reaching its net zero target in the coming years.

Cadeler introduced two metrics to track the emissions intensity of its

operations: emissions per MW installed or serviced, and emissions

per revenue. These metrics, reported annually, include all Scope 1

emissions (direct emissions).

•KPI 1: GHG Emissions per MW installed or serviced (tCO2₂e/

MW): please see “Carbon Footprint” note below.

•KPI 2: GHG emissions per EUR revenue (tCO2₂e/Million

EUR): please see “Carbon Footprint” note below.

Tackling Climate Change

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E1-5 – Energy consumption and mix

Cadeler used to track the energy consumption from the operation of its vessels, offices and other

equipment that contribute to its Scope 1 and Scope 2 emissions. In 2025, Cadeler also considered

emissions from the value chain (Scope 3) and all the scopes have been verified by an external specialist.

Please refer to Cadeler’s footprint below.

In 2024, Cadeler signed an agreement with Vindstød to deliver electricity from wind power to the head

office in Copenhagen. This guarantee of origin for the electricity delivered to the head office in

Copenhagen was the first step towards achieving the target of sourcing 100% of electricity from renewable

sources. Cadeler strives to connect more of its offices with renewable power agreements.


Energy intensity per net revenue*	2025	2024	% change
Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors (MWh/mEUR)	270	353	-23.6%

*See Key Financial Figures for net revenue used to calculate the energy intensity ratio

Energy consumption

Cadeler uses Marine Gas Oil (MGO) to power operation of its vessels and, in much smaller amounts, petrol/

diesel for operation of company cars and other equipment.

Some vessels in the fleet are equipped with a system for monitoring energy consumption. Where

unavailable, all vessels are equipped with a system for monitoring fuel consumption and required to report

fuel consumption towards the office. The fuel record is used to calculate energy consumption based on the

average specific fuel oil consumption (SFOC). Accounting for energy consumption of onshore sites has

been based on invoices received. When the Company did not obtain such documentation, an average of

energy consumption per person across the other offices is applied to fill in the data gap.

Consumption mix has been calculated in Cadeler’s different locations: DK, UK, Japan, Taiwan and the US.

100% of the Company’s energy consumption is attributable to activities in high climate-impact sectors.

This is due to the fact that all revenue-generating operations are directly or indirectly linked to the

shipping industry, which is classified as a high climate impact sector.

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Energy consumption and mix	2025	2024
1. Fuel consumption from coal and coal products (MWh)	-	-
2. Fuel consumption from crude oil and petroleum products (MWh)	166,577	87,011
3. Fuel consumption from natural gas (MWh)	-	-
4. Fuel consumption from other fossil sources (MWh)	-	-
5.Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh)	1,073	567
6. Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5)	167,650	87,578
Share of fossil sources in total energy consumption (%)	99.4%	99.7%
7. Consumption from nuclear sources (MWh)	149	60
Share of consumption from nuclear sources in total energy consumption (%)	0.1%	0.1%
8.Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.) (MWh)	387	-
9. Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh)	445	183
10. The consumption of self-generated non-fuel renewable energy (MWh)	-	-
11. Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10)	833	183
Share of renewable sources in total energy consumption (%)	0.5%	0.2%
Total energy consumption (MWh) (calculated as the sum of lines 6, 7 and 11)	168,631	87,821

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Electricity consumption	2025	2024	% change
Total consumption of purchased or acquired electricity (MWh)	1,155	411	181%
Total consumption of purchased or acquired electricity using contractual mechanisms to ensure renewable sources (MWh)	233	160	46%
Electricity from renewable sources (%)	20%	39%	-48%

Please note that this table, electricity consumption, is not a specific requirement of CSRD, but is included to show Cadeler’s

progress against its target to procure 100% of its electricity from renewable sources by 2030

The percentage of purchased electricity from renewable energy sources decreased by 48% as compared

to 2024. The Copenhagen office remains the only location that Cadeler has made a power purchase

agreement for renewable electricity. In 2025, the proportion of electricity consumed by the Copenhagen

office decreased as Cadeler moved its UK office, Vejle office and Taipei office to new, larger premises,

enabling growth of workforces in these regions. In combination, these offices accounted for a larger

portion of Cadeler’s electricity footprint in 2025. Additionally, Wind Keeper was connected to shore

power during a drydock, which accounted for a significant portion of Cadeler’s 2025 electricity

consumption. Going forward, Cadeler maintains its ambition to get more renewable electricity purchase

agreements in place.

Cadeler’s carbon footprint

_________________________________

E1-6 – Gross Scope 1. 2. 3 and Total GHG emissions

Cadeler tracks its Scope 1, Scope 2, and Scope 3 emissions for the entire Company, Cadeler A/S. No part

of the business has been excluded in accounting of the Company’s footprint. Scope 1 emissions, being

direct emissions, are largely from the operation of Cadeler’s vessels, with the combustion of marine gas

oil in vessel engines acting as the primary emission source. Scope 2, being indirect emissions, covers the

purchase of electricity, steam, heating, and cooling. Scope 3 emissions, being indirect emissions, cover

Cadeler’s upstream and downstream value chain. As Cadeler main focus is the provision of windfarm

installation and maintenance services, the value chain emissions are predominantly upstream of the

organisation. For this reason, Cadeler has identified emissions stemming from the GHG Protocol’s Scope

3 categories one to seven.

Due to the growth of the Cadeler fleet from 5 vessels at the end of 2024 to 9 operating vessels at the

end of 2025, Cadeler’s GHG footprint has increased significantly compared to 2024. For further

information regarding Cadeler’s vessels, please refer to Our Fleet in the Management Report. Cadeler is

working to reduce emissions from its operations and improve the performance of its assets. The baseline

year against which improvements can be measured has been defined as 2021, representing the first full

year in which Cadeler operated as an independent entity for Scope 1 and Scope 2 emissions. For Scope 3,

2024 serves as the baseline as this is the first year with full Scope 3 emissions accounting.

In line with the Company-wide net-zero goal, Cadeler aims to close the gap to approach zero tonnes of

CO2e emitted from its vessel engines by 2035.

Tackling Climate Change

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Cadeler is looking for ensuring ESG information, and especially the Company’s carbon emission, is

accurately assessed. To support this objective, Cadeler’s carbon emissions have been verified by an

independent auditor in 2024 and 2025. The Company’s Greenhouse Gas verification has been performed

based on ISO 14064. In 2025, the verification covers the following Scopes and results:

GHG emissions and intensity in 2025

______________________________________________

Scope 1 GHG intensity per net revenue decreased by 28%, indicating that Cadeler is generating greater

value while producing fewer carbon emissions relative to its revenue. However, absolute GHG emissions

increased following the delivery of five newbuilds. Scope 1 GHG emissions rose by 81%, reflecting the

addition of these new vessels to the fleet, despite ongoing efforts to decarbonise operations and a

relatively positive trend in emissions intensity metrics. This rise is also partly explained by transit voyages

from shipyards to the Company’s operational locations. As a result, the Company does not consider 2025

to be a fully reliable baseline year for comparison.


GHG intensity per net revenue per Scope	2025	2024
Total GHG emissions Scope 1 per net revenue (tCO2e/mEUR)	185	257
Total GHG emissions Scope 2 (location-based) per net revenue (tCO2e/mEUR)	0	0
Total GHG emissions Scope 2 (market-based) per net revenue (tCO2e/mEUR)	1	0
Total GHG emissions Scope 3 per net revenue (tCO2e/mEUR)	2,040	1,212


		Retrospective				Milestones and target years
E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions	Base year	Base year value	2024	2025	% change	2030	2035	Annual % target/Base
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO2eq)	2021	36,846	64,000	115,939	+81%		net zero	-7%
Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%)	2021	0	0	0	0%
Scope 2 GHG emissions					0%
Gross location-based Scope 2 GHG emissions (tCO2eq)	2021	16	82	156	+89%
Gross market-based Scope 2 GHG emissions (tCO2eq)	2021	28	92	335	+266%
Significant scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions (tCO2eq)	2024	301,392	301,392	1,275,370	+323%			-9%
1 Purchased goods and services	2024	97,409	97,409	385,568	+296%
2 Capital goods	2024	184,895	184,895	853,145	+361%
3 Fuel and energy-related Activities (not included in Scope1 or Scope 2)	2024	14,492	14,492	27,672	+91%
4 Upstream transportation and distribution	2024	248	248	1,486	+499%
5 Waste generated in operations	2024	167	167	273	+64%
6 Business travel	2024	4,049	4,049	6,969	+72%
7 Employee commuting	2024	132	132	257	+94%
8 Upstream leased assets	2024	-	-	-	-%
9 Downstream transportation	2024	-	-	-	-%
10 Processing of sold products	2024	-	-	-	-%
11 Use of sold products	2024	-	-	-	-%
12 End-of-life treatment of sold products	2024	-	-	-	-%
13 Downstream leased assets	2024	-	-	-	-%
14 Franchises	2024	-	-	-	-%
15 Investments	2024	-	-	-	-%
Total GHG emissions
Total GHG emissions (location-based) (tCO2eq)			365,474	1,391,466	+281%			281%
Total GHG emissions (market-based) (tCO2eq)			365,484	1,391,645	+281%			2.8077

Tackling Climate Change

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Gross Scope 3 GHG emissions

Much of Cadeler’s scope 3 reporting is not based on direct sources

from its value chain. Many categories are calculated using spend-

based data rather than physical data.

Cat. 3.1 data is based on a 12-month assessment of company

spending.

3.2 newbuild vessel data is based on a Life-Cycle Assessment (LCA)

with emissions related to the manufacturing phase attributed to the

year of vessel delivery and spending data for other capital goods

3.3 data is based on the fuel records used for Scope 1 emissions

calculation. Cadeler used the well to tank emission factors published by

the UK government GHG conversion factors for company reporting.

3.4 data have been calculated based on a record of shipment from its

procurement system including information on transport type, start and

end locations, and weight of goods shipped and fuel reports from

third parties providing monopile delivery services.

3.5 data was derived from Cadeler’s waste management records for

2025. Sometimes, garbage management records on disposal methods

are missing, and in these cases, Cadeler assumes landfill as the

disposal method as a conservative approach

3.6 data is calculated based on an annual emissions report from each

of the travel agencies used for booking flights and other business-

travel related expenses as well as its expense reporting system

3.7 data is based on averages of own workforce commuting practices

that were determined via a survey sent out to employees.


GHG intensity per net revenue	2025	2024
Total GHG emissions (location-based) per net revenue (tCO2e/mEUR)	2,226	1,470
Total GHG emissions (market-based) per net revenue (tCO2e/mEUR)	2,227	1,470

See Key Financial Figures in the Management Report for net revenue used to calculate the GHG intensity ratio

Gross Scope 1 GHG emissions

Items identified as contributing to Cadeler’s Scope 1 GHG emissions

consist primarily of vessel engine emissions due to combustion of

MGO, tank to wake emissions and, to a lesser extent, use of other

consumables such as lube oils and ozone depleting gases. Cadeler

accounts for all vessels in own operations, as Cadeler owns the fleet

and maintain operational control.

For Danish flagged vessels that are required to report into IMO Data

Collection System (DCS), Cadeler uses the fuel record that it also submits

for verification by a third party. Vessel fuel consumption is determined

using a combination tank sounding measurements and flowmeter

readings.

Gross Scope 2 GHG emissions

To convert energy consumption data to location-based GHG

emissions, Cadeler applies the emission factors based on national or

regional averages, giving priority to regional averages if available.

Market-based emissions are determined based on specific energy

sources chosen or procured by the organisation. This may include

emission factors associated with renewable energy certificates,

contractual agreements, or supplier-specific energy mixes. In the

absence of such procurement, the emissions are calculated using the

residual mix, which represents the unclaimed energy in the regional

grid, where available.

Tackling Climate Change

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KPI 1: GHG Emissions per MW installed or serviced (tCO2e/MW)

Scope 1 CO2e emissions are assessed against the annual installation of wind turbine generators and

foundations as well as the maintenance of offshore wind power capacity. The core purpose of Cadeler is to

support the transition to a renewables-based energy system. Accordingly, Cadeler considers it important to

assess vessel performance based on the efficiency of supporting turbine installation and maintenance

measured as the amount of carbon emitted (negative impact) per MW of offshore wind power installed or

serviced (positive impact). The delivery and subsequent transit from Asia of the vessels delivered in 2025 is a

key emission source contributing to the increase in tCO2e/MW installed or serviced, as the vessel was not

performing installation or maintenance activities during the transit period.

KPI 2: GHG emissions per EUR revenue (tCO2e/Million EUR)

Scope 1 CO2e emissions relative to annual revenue was incorporated in 2023. This KPI reflects the

Company’s commitment to driving decarbonisation strategies that align with its growth objectives, while

supporting innovation and efficiency across its operations. Measuring and managing Cadeler’s

environmental footprint in a transparent manner, integrating sustainability into business performance is

intended to demonstrate accountability. For both emissions intensity KPIs, Cadeler has selected 2021 as the

baseline year as this represents the first full year in which Cadeler operated as an independent Company

and the first year where Cadeler had full control of its environmental data.

EU Taxonomy

EU Taxonomy

Cadeler publishes its 2025 EU Taxonomy reporting in accordance

with the Delegated Act published on 4 July 2025, amending

Delegated Regulation (EU) 2021/2178 as regards the simplification of

the content and presentation of information to be disclosed

concerning environmentally sustainable activities and Regulation (EU)

2023/2486 as regards simplification of certain technical screening

criteria for determining whether economic activities cause no

significant harm to environmental objectives.The Climate Delegated

Act and the Environmental Delegated Act specify technical screening

criteria for determining the conditions under which an economic

activity qualifies as contributing substantially to any of the

environmental objectives of the Taxonomy Regulation. Cadeler’s core

operational purpose is to support the installation of offshore

renewable energy sources. This activity contributes to climate change

mitigation and can be aligned with the EU Taxonomy’s objective

when performed in a manner that does no significant harm to the

other five environmental objectives of the Taxonomy and complies

with the minimum social safeguards. The majority of the Company’s

eligible economic activities relating to the installation of offshore

wind energy can be categorised as activity 4.3 – electricity generation

from wind power. This category was selected in line with FAQ 139 of

Commission Notice C/2023/267 on the interpretation and

implementation of certain provisions of the EU Taxonomy, published

by the EU Commission on 29 November 2024, which links

commercial-scale installation and maintenance activities to category

4.3 rather than to other categories potentially associated with the

installation and maintenance of renewable energy.

Do no significant harm (DNSH)

Cadeler has performed the following activities to support compliance

with the DNSH requirements for climate change mitigation activity

4.3.

Climate Change Adaptation

In late 2023, Cadeler performed its first risk assessment for

addressing the impact of climate change on its assets and key parts

of its supply chain. This was followed up by a second assessment that

was finalized in early 2026. The assessment considered the

representative concentration pathway scenario 8.5 (RCP 8.5), which

represents the worst-case scenario as identified by the IPCC, and

considered two time horizons, 2030 and 2050, with the timespan

based on Cadeler’s visibility of its scope of operations.

Cadeler sees some potential for varying levels of operational weather

downtime with respect to its own operations as a slight risk due to

changing wind patterns with increased frequency of storms, extreme

wind events, at the locations assessed. The Company also recognises

some elevated risks across its supply chains where fixed assets and

providers, such as ports and shipyards, are exposed to climate-

related risks, including variable precipitation events, flooding,

droughts, storms, changing wind patterns and heat waves which may

periodically interrupt operations or in some cases damage

infrastructure that Cadeler may rely on to perform its vessel

operations or for the delivery of core operational equipment and

provisions.

Cadeler has considered physical climate hazards as defined by the EU

Taxonomy requirements for a climate risk assessment. For the

assessment, Cadeler considered its own vessel operations, including

all known future wind farm locations at the time of the assessment, all

known ports that would be used to complete these projects, the main

offices, and potential impacts on its core suppliers such as shipyards

and critical equipment providers.

Post assessment, Cadeler sees a rather low vulnerability in its own

operations due to climate-related impacts. The main risk is likely to

be changing weather conditions that affect the weather downtime of

the vessels. Cadeler did recognise medium and high levels of

vulnerability in some parts of its supply chain; for example, at ports

due to potential flooding and high wind incidents that could cause

longer periods of inaccessibility due to the potential for damaged

infrastructure.

Additionally, some elevated risk was identified in relation to the on-

time delivery of vessels and larger items of equipment, as many of

the facilities that produce these products are located in riverine and

coastal areas in typhoon-impacted regions. As a result, an elevated

potential for damage to supplier facilities due to high winds, changes

in precipitations, and flooding was identified in the climate risk

model. Cadeler’s means of mitigating this vulnerability may include

ensuring sufficient contingency time when ordering any key

equipment from areas with an elevated climate risk.

EU Taxonomy

Continued from previous page

This approach allowed Cadeler to determine whether climate

impacts could pose potential risks to its business. In future iterations,

Cadeler plans to adopt a more nuanced approach by incorporating

multiple RCP scenarios to further assess the likelihood and severity

of the identified risks. The Company has already done so in its most

recent assessment; however, the internal reporting includes only

impacts under the RCP 8.5 scenario, as it was considered clearer for

internal decision-makers to understand the potential risks.

Cadeler has a few measures in place in response to the identified

climate risks. These include development of adverse weather plans

for its vessels for operations in regions with elevated risk of severe

weather and ensuring that spare parts are available via ordering

with contingency in supplier schedules and keeping critical items on

stock, if possible. As a result of the most recent assessment, a few

new adaptation measures have been recommended towards

Cadeler’s Executive Senior Leadership. The full description of this

climate assessment is present in section ESRS 2 SBM-3.

Sustainable use and protection of water and marine

resources

With regard to the construction of offshore wind farms, the activity

must not hamper the achievement of good environmental status as

set out in Directive 2008/56/EC of the European Parliament 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). Prior to commencement of construction activities,

windfarms are subject to attainment of an environmental permit,

which typically sets operational requirements during construction.

Additionally, Cadeler performs an environmental impact and risk

assessment prior to commencement of new scopes of work to

identify any potentially negative impacts and develop associated

mitigation techniques.

Transition to a circular economy

The activity assesses the availability of and, where feasible, utilises

equipment and components with high durability and recyclability

which are easy to dismantle and refurbish. In 2024, Cadeler also

procured a third party expert for performance of a lifecycle

assessment (LCA) of its vessels to map the environmental footprint

of the manufacturing and decommissioning phases. This was

followed up in late 2025 with another LCA covering the new classes

of vessels in the Cadeler fleet. This assessment represented a first

step toward gaining a clearer understanding of the value of specific

changes to the Company’s shipbuilding and operational choices.

Additionally, low-carbon steel has been procured for the

construction of major components of the jacking system on

Cadeler’s newbuild vessel, Wind Apex. Low-carbon is defined as a

type of steel that contains a small amount of carbon, typically about

0.05% to 0.25% carbon by weight Finally, the Company’s project

engineering department has been working on optimising the design

of project seafastening used on Cadeler projects for less overall steel

use and adaptability for project to project reuse. In 2025, 578 tons of

steel were reused. Cadeler has started installing the first 15MW

turbines and contributed to integrating reused steel into tower

grillages, as well as blade rack root-end and tip-end grillages for this

turbine type. As a result, the amount of reused material is expected

to increase in the coming years, starting in 2026. The Company is

continuously assessing whether additional initiatives can be

established to support the transition to a circular economy.

Pollution prevention and control

This category is not applicable for alignment with EU Taxonomy activity

4.3. However, Cadeler operates its vessels in accordance with MARPOL,

the International Maritime Organisation’s international convention

covering prevention of pollution of the marine environment by ships.

Protection and restoration of biodiversity and ecosystems

With regard to the construction of offshore wind farms, the activity

cannot hamper the achievement of good environmental status as

set out in Directive 2008/56/EC of the European Parliament and of

the Council, requiring that appropriate measures are taken to

prevent or mitigate impacts in relation to the Directive’s Descriptors

1 (biodiversity) and 6 (seabed integrity). All offshore wind farms in

regions where Cadeler operates are legally required to have an

environmental impact assessment performed before the approval

for construction is granted. These permits often lead to specific

operational requirements that Cadeler must comply with as a

contractor. Cadeler does not control the permitting process at the

wind farm level, but it does collaborate with its clients on

operational measures that may address, reduce or mitigate any

potentially adverse impacts on biodiversity and ecosystems.

Nuclear and fossil gas related activities

Cadeler does not conduct activities related to nuclear and fossil gas.

EU Taxonomy

Continued from previous page

Minimum Social Safeguards

Cadeler has a corporate set of policies in place that outline its

commitment to protect human rights, prevent corruption, and

promote fair competition and taxation. The Company has also

designated functions responsible for embedding its policies into the

Company’s systems and work culture. On top of that, Cadeler commits

to respect human rights and under its Human Rights Policy seeks to

identify, prevent, mitigate and remedy any adverse impacts resulting

from or caused by its business activities. Cadeler acknowledges that

human rights risks are inherently high for Cadeler and its industry,

given the nature of offshore work and its supply chain.

Human Rights

Cadeler has publicly available policies that include its approach to

human rights such as a Human Rights policy, a Company Code of

Conduct, and a Supply Chain Code of Conduct. The Company has

introduced a due diligence process as part of supplier onboarding

and has implemented compliance requirements with its Supply Chain

Code of Conduct into the standard terms and conditions for supplier

contracts. The Company has a dedicated Ethics and Compliance

function responsible for overseeing human rights. It maintains a

policy on human rights and a policy for the remediation and

mitigation of any potential human rights impacts. In 2025, Cadeler

completed its first formal Human Rights Impact Assessment with the

support of a third-party expert. The assessment’s findings will guide

the Company’s roadmap for addressing potential human rights

impacts, with future assessments conducted every three years.

Cadeler reports annually on its human rights program in the Annual

Report and has published a UK Modern Slavery Statement. Both

documents are approved by the Board of Directors and are publicly

available on the Company’s website.

Grievance Mechanisms

Cadeler has a confidential reporting hotline, Speak Up!, which is

available to all employees, business partners and the general public

and allows for anonymous reporting. Employees are informed of this

mechanism during onboarding, and it is accessible via the Company’s

SharePoint site and public website. Cadeler commits to a non-

retaliation policy for any reports submitted in good faith.

Consumer Interests

Cadeler operates in accordance with EU requirements.

Anti-Corruption

Cadeler has a Code of Conduct and an Anti-Bribery & Corruption

policy that define expected behaviours related to this topic. The

Company also maintains documentation of reported incidents,

conducts internal trainings, performs suppliers due diligence,

maintains internal organisational control procedures, and shares

necessary information publicly through its Annual Reporting.

Competition

The Company provides employees with guidance on competition-

related matters through the Code of Conduct and targeted training is

provided to at-risk functions and senior leadership.

Taxation

Cadeler has a publicly available tax policy that outlines the

Company’s practices and its commitment to compliance with tax

regulations in all jurisdictions in which it operates.

EU Taxonomy

Continued from previous page

Taxonomy KPIs

Taxonomy eligibility and alignment are expressed using three KPIs,

calculated as the proportion of turnover, CapEx, and OpEx that is

Taxonomy-eligible and Taxonomy-aligned (numerator) divided by

total turnover, CapEx, and OpEx. The calculations are prepared in

accordance with IFRS. Under the EU Taxonomy, an activity must not

significantly harm any other environmental objective to be

considered aligned. Cadeler’s core operations support the installation

of renewable energy sources, which meet the definition of climate

change mitigation. This activity is aligned with the EU Taxonomy

when carried out in a manner that does no significant harm to the

other five environmental objectives. Alignment with an EU Taxonomy

objective also requires that the economic activity is conducted with

appropriate social safeguards. As noted, Cadeler operates without

compromising Minimum Social Safeguards. Furthermore, there is no

risk of double counting in the calculation of KPIs, as only one activity

is relevant for the three KPIs.

KPI for Taxonomy-aligned turnover

The proportion of Taxonomy-aligned activities is calculated as net

turnover from products and services associated with Taxonomy-

aligned activities, including turnover from operation of a fleet of

purpose-built vessels used for the installation and maintenance of

offshore wind energy, divided by total net turnover.

KPI for Taxonomy-aligned CapEx

CapEx is defined as Taxonomy-aligned CapEx, capital expenditures

related to the operation of a fleet of purpose-built vessels for the

installation and maintenance of offshore wind energy, divided by

total CapEx. Total CapEx consists of additions to tangible and

intangible fixed assets before depreciation, amortisation and re-

measurements, including acquisitions of property, plant and

equipment, intangible assets, leases with usage rights and investment

properties.

KPI for Taxonomy-aligned OpEx

The EU Taxonomy defines OpEx differently than IFRS: this KPI aims to

capture non-capitalised costs which relate to investments in assets

and processes. The OpEx is therefore a category of costs which

complements CapEx in relation to investments. Taxonomy-defined

OpEx includes only direct costs related to:

(iv) Research and development, excluding overheads

(v) Building renovation

(vi) Short-term lease agreements

(vii) Maintenance, upkeep and repairs

Cadeler assesses its alignment on an annual basis.

EU Taxonomy

ANNEX II Template I: Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year


2025
KPI (1)	Total (2)	Proportion of Taxonomy eligible activities (3)	Taxonomy aligned activities (4)	Proportion of Taxonomy aligned activities (5)	Breakdown by environmental objectives of Taxonomy aligned activities						Proportion of enabling activities (12)	Proportion of transitional activities (13)	Not assessed activities considered non-material (14)	Taxonomy aligned activities in previous financial year (15)	Proportion of Taxonomy aligned activities in previous financial year (16)
					Climate Change Mitigation (6)	Climate Change Adaptation (7)	Water (8)	Circular Economy (9)	Pollution (10)	Biodiversity (11)
					Climate Change Mitigation (6)	Climate Change Adaptation (7)	Water (8)	Circular Economy (9)	Pollution (10)	Biodiversity (11)
Turnover	620.4 mEUR	100%	620.4 mEUR	100%	100%	0%	0%	0%	0%	0%	0%	0%	0%	248.7 mEUR	100%
CapEx	1,323.7 mEUR	100%	1,323.7 mEUR	100%	100%	0%	0%	0%	0%	0%	0%	0%	0%	650.0 mEUR	100%
OpEx	23.1 mEUR	100%	23.1 mEUR	100%	100%	0%	0%	0%	0%	0%	0%	0%	0%	10.8 mEUR	100%

EU Taxonomy – Turnover

ANNEX II Template II: Proportion of turnover from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (N) (activity breakdown)

Reported KPI (Turnover)

2025

Economic Activities (1)

Code

(2)

Taxonomy

eligible KPI

(Proportion

of Taxonomy

eligible

Turnover)

(3)

Taxonomy

aligned KPI

(monetary

value of

Turnover)

(4)

Taxonomy

aligned KPI

(Proportion

Taxonomy

aligned

Turnover

(5)

Environmental objective of Taxonomy aligned

activities

Enabling

activity

(12)

Transitional

activity

(13)

Proportion of

Taxonomy

aligned in

Taxonomy

eligible

(14)

Climate Change

Mitigation (6)

Climate Change

Adaptation (7)

Water (8)

Circular Economy (9)

Pollution (10)

Biodiversity (11)

Electricity generation from wind power

4.3 CCM

100%

620.4 mEUR

100%

Sum of alignment per objective

100%

Total KPI (Turnover)

620.4 mEUR

Y-Yes (taxonomy-eligible and taxonomy-aligned activity with the relevant environmental objective); N-No (taxonomy-eligible but not taxonomy-aligned activity with the relevant environmental objective); N/EL- Not eligible; EL-eligible; CCM-climate change mitigation

EU Taxonomy – CapEx

ANNEX II Template II: Proportion of CapEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (N) (activity breakdown)

Reported KPI (CapEx)

2025

Economic Activities

(1)

Code

(2)

Taxonomy

eligible KPI

(Proportion

of Taxonomy

eligible

CapEx)

(3)

Taxonomy

aligned KPI

(monetary

value of

CapEx)

(4)

Taxonomy

aligned KPI

(Proportion

Taxonomy

aligned

CapEx

(5)

Environmental objective of Taxonomy aligned

activities

Enabling

activity

(12)

Transitional

activity

(13)

Proportion of

Taxonomy

aligned in

Taxonomy

eligible

(14)

Climate Change

Mitigation (6)

Climate Change

Adaptation (7)

Water (8)

Circular Economy (9)

Pollution (10)

Biodiversity (11)

Electricity generation from wind power

4.3 CCM

100%

1,323.7 mEUR

100%

Sum of alignment per objective

100%

Total KPI (CapEx)

1,323.7 mEUR

EU Taxonomy – OpEx

ANNEX II Template II: Proportion of OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (N) (activity breakdown)

Reported KPI (OpEx)

2025

Economic Activities

(1)

Code

(2)

Taxonomy

eligible KPI

(Proportion

of Taxonomy

eligible

OpEx)

(3)

Taxonomy

aligned KPI

(monetary

value of

OpEx)

(4)

Taxonomy

aligned KPI

(Proportion

Taxonomy

aligned

OpEx

(5)

Environmental objective of Taxonomy aligned

activities

Enabling

activity

(12)

Transitional

activity

(13)

Proportion of

Taxonomy

aligned in

Taxonomy

eligible

(14)

Climate Change

Mitigation (6)

Climate Change

Adaptation (7)

Water (8)

Circular Economy (9)

Pollution (10)

Biodiversity (11)

Electricity generation from wind power

4.3 CCM

100%

23.1 mEUR

100%

Sum of alignment per objective

100%

Total KPI (OpEx)

23.1 mEUR

Control and reduce air and water pollution

Impacts, Risks and Opportunities management

___________________________________________________________

ESRS 2 IRO-1 – Description of the processes to identify and assess

material pollution-related impacts, risks and opportunities

Cadeler conducted Environmental risk and impact assessments with

the intention to cover all environmental aspects, including those

related to the ESRS topics of pollution. The results from the annual

environmental risk and impact assessments are used as a starting

point for identification of IROs to be assessed in Cadeler’s DMA.

Consultations have not been conducted with potentially affected

communities, though Cadeler does take the advice of industry bodies

with recommendations on best practice for pollution control from

shipping, i.e. IMO and Danish Shipping.

The pollution topics identified as material were considered material

from an impact perspective. These topics included pollution of air,

pollution of water, and microplastic pollution. External stakeholders

also expressed concerns in understanding Cadeler’s methods for

prevention of water pollution due to the potential for spills, as its

operations take place in the offshore environment.

IROs related to these topics that were considered material include:

emissions of NOx, SOx, particulates and VOCs from the vessel

engines to the air; potential for spills of hydrocarbons or chemicals

from Cadeler’s operations into the oceans; production of hazardous

wastes from the Company’s operations, including waste lubrication

oils, bilge water (oily water), electrical wastes, and other solid wastes

contaminated with hydrocarbons or chemicals; microplastic pollution

from Cadeler’s wastewater, vessel paints, and use of plastics during

operations that eventually break down into microplastics.

E2-1 – Policies related to pollution

Cadeler works to meet the environmental legal requirements of the

countries in which it operates and Decarbonisation and Performance

department ensures that risks associated with operations are

appropriately identified and managed.

To sufficiently manage environmental impact, it is paramount to

consider all environmental aspects relevant to the operations, such as

air pollution, water pollution, sewage management, waste

management, soil contamination, climate change mitigation and

adaptation, and resource use and efficiency.

Each policy includes a scope section stating what is included and

excluded. The policies, signed by the CEO and CFO, ensure

accountability for implementation. They commit Cadeler to protect

people, the environment and assets, with reference to relevant

legislation and recognised standards for compliance. Publicly

available on the Company’s website, the policies are also included in

client tenders and contractor agreements. They assign HSEQ

responsibility to all personnel working for or with Cadeler,

emphasising active participation in continuous improvement.

To control and improve environmental performance, Cadeler has a

management manual, an HSEQ policy and a sustainable development

policy in place. These documents outline corporate practices for

working towards more sustainable business practices. Cadeler’s ISO

14001:2015 certified environmental management system establishes

the set of formal policies, processes and requirements implemented

to minimise environmental impacts from its operations.

The management system applies not only to all vessels operated by

Cadeler, but also to its operational sites, offices, and a wide range of

activities. The approach to pollution control is largely informed by

IMO’s International Convention for the Prevention of Pollution from

Ships (MARPOL). Pollution monitoring practices have not been

checked against EU BREF standards as Cadeler has not seen an

industry specific BREF targeting shipping or marine construction.

Moreover, Cadeler does not currently conduct direct measurements

of pollutants. However, where it relies on automatic consumption

readings of consumables contributing to pollutant emissions, such as

marine gas oil, the Decarbonisation and Performance Department

ensures that these systems are properly calibrated through the

vessels’ planned maintenance systems.

Control and reduce air and water pollution

Continued from previous page

Aiming for zero spills

___________________________

The Company aims to ensure zero spills of hydrocarbons and other

toxic substances into the marine environment. Checks are carried out

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).

Ballast water protocols

_____________________________

To prevent the spread of invasive aquatic species, Cadeler complies

with the Ballast Water Management Convention. The vessels have a

ballast water management plan, maintain a ballast water record book

and hold an international ballast water management certificate. All

newbuilds are delivered with ballast water treatment system. Cadeler

has 100% of its fleet operating with ballast water treatment systems

onboard, ensuring compliance with the International Maritime

Organisation’s D-2 Ballast Water Performance Standard.

E2-2 – Actions and resources related to pollution

Cadeler has implemented several measures to mitigate potential

water pollution. Additional actions will be developed and

implemented as new technical solutions become available in own

operations and along the value chain. Current actions focus on

Cadeler’s own operations footprint. Cadeler aims to operate its

vessels in compliance with the MARPOL regulation. All vessels have a

shipboard marine pollution emergency plan, which outlines the

practices intended to prevent spills into the ocean. It ensures the

crews are trained to respond appropriately in the event of an

environmental incident and that have the clean-up equipment is

available on board. Cadeler also has a water 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.

In 2024, Cadeler has started to use more environmentally friendly

jacking grease on its vessels Wind Scylla and Wind Zaratan acquired

from the merge with Eneti. The vessels operated by Cadeler at that

time were already maintained using this type of jacking grease. This

change reduces the environmental impact of routine maintenance

operations by minimising the release of harmful substances into the

marine ecosystem. The 2025 new built vessels use environmental

friendly jacking grease as well. In addition, Cadeler has performed

patch testing on Wind Peak of hull coatings that are less toxic to

marine organisms, with the objective of identifying solutions that

effectively prevents excessive marine growth, such as algae and

barnacles, which can impair vessel efficiency during sailing.

These initiatives reflect Cadeler’s broader commitment to

sustainability by reducing the discharge of harmful chemicals,

microplastics and grease into the ocean. In the event of marine

pollution caused by oil or NLS, the following actions are already

implemented:

•Shipboard Marine Pollution Emergency Plan (SMPEP) is in

place for each vessel within the Company and contains

information and operational instructions required by IMO,

•Scope is defined in the Pre-amble of the plan. The plan is

designed to be legally compliant and to ensure that the

vessel is prepared in the event of pollution to sea. Section

6.5 of the Plan demonstrates the response to procedures for

spills,

•Onboard there is SOPEP - Shipboard Oil Pollution

Emergency Plan – and SOPEP kit in case of a spill to deck.

The vessel does not carry equipment to contain a spill to

sea

•Regular drills are conducted at to train awareness and

preparedness onboard.

Control and reduce air and water pollution

Continued from previous page

Air and Water Pollution Metrics & Targets

_____________________________________________________

E2-3 – Targets related to pollution

Cadeler complies with air emission caps in the locations where it

operates and aims to identify improvements, wherever feasible.

However, improvement beyond compliance levels can be challenging

due to the limits of the technical systems and consumables in use.

Often, in the maritime industry, these components are designed and

manufactured to comply with emission caps, with focus on NOx and

SOx emissions. As such, Cadeler has not established a specific target

related to air pollution in excess of maintaining compliance with

emission caps.

Cadeler is committed to a target of zero spills to the environment, in

accordance with the Company’s policy to minimise its environmental

impact. This target is closely monitored through the Company’s reporting

system, with spill data collected and internally reviewed on a monthly

basis. This target is not time-bound, as Cadeler aims to achieve zero spills

every year. This objective therefore represents an ongoing annual target.

The target is set annually and formally approved by Senior

Leadership as part of the Management Review. Efforts to achieve this

target are supported by initiatives such as improved ToolBox Talks

(TBT), enhanced risk assessments, and the integration of

advancements into the Company’s Management System.

These measures support a proactive approach to spills prevention

and environment protection. Furthermore, Cadeler strives to avoid

objects lost to the sea, recognising the importance of protecting

marine ecosystems and preventing marine debris pollution. In the

event of an object being lost, strict reporting procedures are in place.

If an incident occurs within a wind farm, it is reported to the Marine

Coordination Centre. If it occurs in a port or in national waters, it is

reported to the relevant coastal authorities.

In 2025, Cadeler had emissions to both water and air, which are

presented below.

E2-4 – Pollution of air and water

Cadeler refers to the pollutants listed in Annex II of Regulation (EC)

No 166/2006 of the European Parliament and of the Council. The

main sources of air pollutants are vessel engines and gradual leakage

of refrigerants used as coolants for various machinery on the vessels.

The main sources of water pollutants include gradual degradation of

vessel paint coatings, greywater discharges and potential

uncontained spills of hydrocarbons or other chemicals offshore.

Cadeler does not consider soil pollution to be a material topic as its

operations are primarily focused offshore.

In general, all categories of air pollution increased in 2025, compared

to 2024, for the simple reason that the figures for 2024 only covered

five vessels whereas Cadeler had 9 vessels in operation by the end of

2025. Emissions of particulates and VOCs are expected to increase

proportionally with fuel consumed.

With regard to sulphur oxides, Wind Zaratan and Wind Maker

operated outside emission control areas throughout 2025 and

therefore used fuel with a sulphur content of 0.5%, in line with the

global cap. This contrasts with the remainder of the fleet, which

operated within emission control areas in Northern European waters

and along the east coast of North America and therefore used 0.1%

sulphur fuel.

Additionally, NOx increased by a smaller margin than other pollutant

categories as all new builds need to be delivered in compliance with

the stricter Tier III NOx requirements to newer vessels.

Cadeler recorded 2 spills of hydraulic oils from its vessels in 2025 (vs

4 in 2024). This is a decrease in frequency compared to last year, but

the volume spilled increased due to one more significant spill of

around 1000 litres during a bunkering procedure on Wind Ally in

December 2025. Cadeler has investigated the causes of this incident,

has identified lessons learned, and has updated its vessel bunkering

procedure checklist to try to prevent similar events from occurring in

the future. Cadeler is continuously working on preventing spills to

achieve the target of zero spills.

Pollution of air

Air pollutants result from the combustion of fossil fuels during

the operation of vessel engines and project equipment not

relying on vessel engines. It covers Sox, Nox, VOC, particulate

matter and emissions from vessels and equipment. Cadeler

monitors air emissions by recording fuel consumption in the

vessel’s logbooks, and applying emissions factors based on the

fuel and engine characteristics. For VOCs and particulate matter,

Cadeler applies the most recent emission factors published by

the European Environment Agency (EEA). For SOx and NOx,

emissions are calculated using results from engine testing and

fuel sample analyses, ensuring vessel‑specific accuracy.


		2025		2024
Pollutant	Unit	Emissions to air	Emissions to water	Emissions to air	Emissions to water	% change
SOx	tonnes	137.2		57.1		140.1%
NOx	tonnes	768.8		615.1		25.0%
Particulates - PM10	tonnes	37.7		20.8		80.9%
Particulates - PM2.5	tonnes	32.1		17.7		80.9%
NMVOCs	tonnes	65.5		36.2		80.8%
HFC - 404a	kg	49.9		27.6		80.6%
HFC - 410a	kg	34.6		9.5		266.1%
HFC - 134A	kg	235.1		1.8		12815.4%
HFC- 407C	kg	490.2		197.3		148.4%
HFC-407F	kg	3.4		4.4		-23.6%
HFC-448a	kg	38.0		0.0
HFC-452a	kg	15.0		0.0
Uncontained spills	occurrences		2.0		3.0	-33.3%
Oil spills	kg		904.5		0.6	143471.4%
microplastics	kg		101.4		63.6	59.4%
Copper compounds	kg		850.2		536.4	58.5%
Xylene	kg		350.1		220.9	58.5%

Pollution of water

Water pollution from Cadeler’s operations may result from the

slow disintegration of vessel paints, discharges of greywater, and

the potential for direct spills of hydrocarbons or chemicals.

According to IMO’s regulation, Cadeler has a record of all spills

per vessel. All the spills are also reported in HSEQ systems,

specifying their occurrences, quantity and types of pollutants.

Cadeler has no measurements related to pollution from copper,

other metals and microplastics from vessel hull paint and

greywater discharges, so estimations of pollutants levels are

wholly based on available scientific research and paint

specifications.

Microplastics

Microplastics from greywater discharges are estimated using the

volume of greywater generated and applying an emission factor

per cubic meter. Greywater records are not available for every

vessel, so the averages from vessels with available records are

used to fill in for vessels not providing a record. (also based solely

on available scientific research).

Enhance circular economy

Impacts, risks and opportunities management

__________________________________________________________

ESRS 2 IRO-1 – Description of the processes to identify and assess

material pollution-related impacts, risks and opportunities

The environmental risk and impact assessment conducted prior to

the commencement of operations primarily focuses on Cadeler’s

installation and maintenance activities, while also taking into account

significant impacts across the value chain. The annual impact and risk

assessment does not cover the construction or decommissioning

phases of Cadeler’s vessels, for which no consultation have been

conducted in 2025. However, in late 2024 and throughout 2025,

Cadeler conducted a lifecycle assessment (LCA) across all vessel

classes to gain a better understanding of the environmental impacts

and risks associated with the construction and decommissioning

phases.

Cadeler conducted environmental risk and impact assessments for its

wind turbine installation and foundation installation operations in

March 2025. The intention is to perform such an assessment at least

annually, and the starting point is the result from past years. The

assessment is intended to cover all environmental aspects, including

resources and circular economy.

Continuing with business as usual may entail certain risks and impacts

that Cadeler still needs to assess. Some of these risks are evaluated

through the climate-risk impact assessment. Cadeler will provide

further details on ESG risks and impacts in upcoming reports.

Cadeler has not yet assessed whether the use of recycled steel or the

standardization of seafastening could represent a material

opportunity, nor whether the transition to a circular economy could

give rise to material risks and impacts.

Waste production and management

_____________________________________________

E5-1 – Policies related to resource use and circular economy

A core element of environmental management on board the vessels

is the waste management plan. Each vessel has its own plan which is

based in the Company’s general plan and in alignment with the

International Maritime Organisation’s MARPOL Annex V. Cadeler

records its total waste production and requires proper segregation of

waste onboard so that it can be appropriately managed when

offloaded on the quayside. Cadeler will continue its efforts to avoid

single-use plastics wherever suitable alternatives can be identified

and will also expand its to all waste categories. Cadeler intends to

place a greater emphasis on reducing waste generation from its

operations and supply chain and to increase efforts to ensure the

recycling and reuse of waste wherever possible. In 2025, Cadeler

drafted its first circularity strategy, which is supported by a three-year

implementation roadmap, including specific actions and

commitments. The strategy focuses on key actions towards improving

waste management methods, developing vessel end of life plans, and

taking a higher control of garbage management contracts.

Consider end of life for assets and project equipment

___________________________________________________________________

E5-1 – Policies related to resource use and circular economy

It is important that Cadeler identifies solutions for the eventual

recycling and reuse of components from its vessels and major

components used for operations, such as sea fastenings. Cadeler

considers whether a second life can be identified for key components

and will investigate how to ensure that any recycling activities are

carried out in a responsible manner. Moreover, as it enters the

foundation installation segment under certain 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 on which they are

installed. Cadeler commits to investigating, alongside its clients, how

these structures can be designed and delivered with a reduced

environmental footprint. Cadeler’s Sustainability and Performance

Department is responsible for implementing the sustainable

development policy across the business, including its commitment to

minimising the use of resources and working towards a circular

economy.

Enhance circular economy

Continued from previous page

Resource use metrics & targets

_______________________________________

E5-2 – Actions and resources related to resource use and circular economy

Cadeler’s past actions related to resources uses and the circular

economy had been focused on the Company’s own operations but

Cadeler’s updated circularity strategy includes actions across its

supply chain as a key factor for success. Cadeler’s standard vessel

waste management plan was updated in 2024 to emphasise the

Company’s preference for reducing consumption wherever possible,

followed by prioritising reuse and recycling of materials over disposal.

The updates are included in the vessel specific plans for all newbuilds

and will be applied to existing vessels following the next revision of

the waste management plan. 2024 represented the first year in which

waste transfer notes from all vessels have been collected to measure

the total waste footprint, and waste data from all offices have been

procured from waste management provider. This enabled Cadeler to

finally establish its baseline which will allow the Company to start

reporting on progress towards its 2030 reduction target. Cadeler

used the same collection process in 2025.

In 2023, safe drinking water systems were installed on Wind Orca and

Wind Osprey, enabling the elimination of single-use water bottles for

offshore operations. All of Cadeler’s custom designed newbuild

vessels have been delivered with similar systems, and the Company is

currently investigating the implementation of this type of system on

Wind Scylla, Wind Zaratan, and Wind Keeper without a final decision

taken. These systems are considered a core element in reducing

waste from the vessels and cover a large fraction of the potential

single-use plastics footprint. At present, 7 out of 10 operating vessels

are equipped with safe drinking water systems onboard.

Cadeler has developed its first strategy on resource use and

circularity in 2025. The ambition is to make more impactful changes

to the Company performance going forward, now that a more robust

performance baseline has been established.

E5 – 3 - Targets related to resource use and circular economy

By 2030, Cadeler aims to reduce its waste generated from its own

operations by 50%. It intends to achieve this target by avoiding waste

generation where possible and improving recycling and reusing rates.

This target is not driven by legislative requirements. 2024 represents

the first year in which Cadeler has tracked its full Company waste

footprint, including waste treatment methods, and will therefore be

used as the baseline for improvement.

As Cadeler continues to experience a high rate of growth, it is

necessary to normalize its targets to account for this growth. In 2024,

Cadeler had five vessels in operation by the end of the year. In 2025,

this number rose to 9. For this reason, Cadeler has decided to also

start looking at environmental footprint in terms of impact per vessel

in the fleet.The new targets for waste directed to disposal should be

approved during 2026.

Cadeler has yet to define formal targets for resources inflow, but the

Company acknowledges the importance of setting targets on the

matter, as its business activities involve a material resource inflows, as

described under ESRS 2 SBM-3. Cadeler will therefore work towards

establishing formal targets in accordance with its strategy.

100

Enhance circular economy

Continued from previous page

E5 –4 - Resource inflows

Cadeler’s IRO focuses on the accessibility to materials used for the production of vessels and equipment

required for delivering the services for the customers. Hence, the material impact/resource inflow is placed

in the value chain, as all vessels and required equipment is produced by vendors in the value chain.

Consequently, Cadeler will not report on the inflow-section of E5.

E5 –5 - Resource outflows

Cadeler tracks waste outputs from both its vessels and offices. There are some limitations in Cadeler’s

datasets which will be addressed on in the coming years. First, the Company’s vessels segregate waste

onboard into more categories than the standard waste transfer notes provide a record for and record

outputs in cubic metres. This is in accordance with IMO MARPOL requirements, so it may be difficult to

improve data precision as the vessels must continue to operate in accordance with MARPOL.

One example is that Cadeler’s vessels generate various categories of hazardous waste which are handled

properly and delivered onshore in hazardous waste containers. However the waste transfer notes Cadeler

receives from onshore waste management providers tend to categorize this data under ‘operational waste’

along with other waste streams that may not be hazardous. For the reporting year, Cadeler has taken a

conservative approach and classified all operational waste as hazardous as this category includes potentially

hazardous waste.

In assessing waste treated methods, Cadeler has not been able to obtain documentation from every port

and waste management service provider regarding the waste treatment methods implemented. Waste has

only been claimed to be ‘diverted from disposal’ where supporting documentation has been available. It is

likely that a higher volume of waste than reported has been diverted from disposal, but Cadeler will not

report this until sufficient documentation can be obtained.

As part of its Circularity Strategy, Cadeler plans to improve its contact with the waste management providers

in the Company’s value chain. This requires a stepwise improvement in the dialogue with garbage

management providers.

101

Enhance circular economy

Continued from previous page


	Unit	2025	2024
Hazardous waste	tonnes	114.0	96.5
Preparation for reuse	tonnes	-	-
Recycling	tonnes	1.1	1.8
Other recovery operations	tonnes		-
Diverted from disposal	tonnes	35.6	1.8
Incineration	tonnes		10.1
Landfill	tonnes	78.5	-
Other disposal operations	tonnes		84.6
Directed to disposal	tonnes	78.5	94.7
Non-hazardous waste	tonnes	559.3	286.5
Preparation for reuse	tonnes	-	-
Recycling	tonnes	84.6	24.5
Other recovery operations	tonnes	100.1	32.1
Diverted from disposal	tonnes	184.7	56.6
Incineration	tonnes	49.9	38.8
Landfill	tonnes	324.7	6.5
Other disposal operations	tonnes		184.6
Directed to disposal	tonnes	374.6	229.9
Total waste	tonnes	673.3	383.0
Diverted from disposal	%	32.7%	15.3%
Directed to disposal	%	67.3%	84.8%

Diverted from disposal	tonnes	220.2	58.4
Directed to disposal	tonnes	453.1	324.6

Resources outflows

Data is collected through external information from waste

handlers and waste transfer notes from vessels and offices. When

the information was not available, only relevant to offices, the

Company performed an average calculation proportional to

headcounts. Uncertainty arises in the data due to conversion of

some data inputs from liters and m3 to tons. Cadeler used

conversion factors published by the US Environmental Protection

Agency.

Conservative approach: operational wastes are categorised as

hazardous as the category can include hazardous waste, but

there is not a consistent record of what percentage of

operational wastes are hazardous. Additionally, not all waste

management providers share a record of disposal methods.

Where missing, Cadeler assumes waste ends in a landfill.

102

Social

103

Management of the own workforce

Strategy around Cadeler workforce

____________________________________________

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their

interaction with strategy and business model

People are at the heart of Cadeler’s priorities, driving the Company’s

success. Cadeler believes in operating in a way that fosters a safe,

diverse, inclusive and equitable workplace environment for its

employees, while driving a positive impact beyond Cadeler. Health

and Safety, Privacy, Diversity, Gender Equality and Equal Pay for work

of equal value, Work-life balance, Social Dialogue, Freedom of

association, and Collective Bargaining are topics that may affect

onshore teams, offshore teams or both. If any of these topics is

considered material for either group, Cadeler includes all employees

within the scope of disclosure:

•Onshore locations include offices in Denmark, the United

Kingdom, Taïwan, Japan, the US and Monaco

•Offshore locations include all vessels.

All individuals who may be materially impacted by Cadeler’s

operations are included in the scope of disclosure. Material negative

impacts related to Health and Safety may occur on an individual basis

whereas material negative impacts related to Privacy, Diversity and

Gender Equality tend to be more widespread. Cadeler invests

significantly in making the Company a high-quality workplace. The

corporate culture has a positive impact on all employees, both

offshore and onshore, particularly in terms of Work-life balance, Social

Dialogue, Freedom of association, Collective bargaining and Diversity.

Cadeler identified a limited number of material risks and opportunities

arising from impacts and dependencies on its own workforce:

•Risk: the occurrence of any significant HSEQ incidents could

negatively impact Cadeler’s brand and the confidence

among potential clients and investors in Cadeler’s ability to

deliver its scope of work while protecting its workforce

•Risk: the occurrence of any incidents of harassment and

discrimination within the workforce could to negatively affect

Cadeler’s brand, affect employee retention rates and its

ability to recruit new colleagues.

To close the gap towards net-zero operations by 2035, Cadeler is

focusing on optimising fuel consumption, adopting alternative fuels

and enabling electrification. The potential impact on workers of these

three key decarbonisation levers has not been assessed yet, but are

currently assumed to be non-material.

Cadeler with the assistance of a third party, has performed a Human

Right Impact Assessment which reviewed and informed the Company

on specific risks faced by people in the workforce with particular

characteristics, or working in particular activities and contexts. This

assessment focused on potential impacts and risks to workers across

Cadeler’s business as well as across Cadeler’s value chain. Cadeler will

conduct this assessment every three years.

While health and safety are relevant to all employees, offshore

employees are the most exposed to such risks due to their work on

industrial sites, including ports and vessels. Regarding potential

incidents of harassment, they are not limited to any specific group.

Working in Cadeler: onshore and offshore positions

_________________________________________________________________

S1-1 – Policies related to own workforce

Working conditions

Cadeler operates with the objectives of ensuring safety at sea,

preventing human injury and loss of life, and avoiding adverse

impacts on the environment. The safety management objectives of

Cadeler remain focused on defining safe practices for vessel

operations by controlling all identified risks to the Company’s ships,

personnel and the environment, and establishing appropriate

safeguards. Cadeler’s commitment to ensuring employee health and

safety are articulated in the i) Code of Conduct, ii) Health, Safety,

Environment and Quality Policy, and iii) Human Rights Policy. These

policies build upon and align with internationally recognised

frameworks (ILO, International Bill of Human Rights,UN Global

Compact, UN Guiding Principles on Business and Human Rights).

Cadeler believes that all employees contribute to maintaining a safe

working environment and therefore operates an intervention policy.

Every individual at a Cadeler worksite has the authority and the

responsibility to intervene in any job, activity or scenario where there

is a safety concern. Concerns can be raised through the channels

described in G1-1 by all individuals, and third parties present at its

workplaces worldwide. They are all required to observe all applicable

legal requirements relating to occupational health and safety

standards.

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Management of the own workforce

Continued from previous page

Another cornerstone for improving employee working conditions is

guaranteeing the right to freedom of association. This includes the

right of employees to join or form groups, such as unions, and to

collectively advocate for shared interests. At Cadeler, this freedom

allows employees to join labour unions or professional associations to

represent their rights, negotiate better working conditions and fair

wages, and to promote workplace safety. Cadeler’s policies on

working conditions apply to all employees and contractors, both

onshore and offshore.

While Cadeler does not yet have a Supplier Code of Conduct that fully

align with the ILO, it recognises the importance of these issues and is

working to expand its framework. In the meantime, the Company

continues to apply other measures, such as supplier assessments and

contractual requirements, to promote responsible practices and

safeguard workers across the value chain.

Equal treatment and opportunities for all

Cadeler is committed to fostering a diverse and inclusive workplace,

and has a policy underscoring this commitment, emphasising equal

opportunities for all employees to succeed and acknowledging that

people start from different places. By actively promoting equality, the

Company fosters an environment enriched by diverse perspectives,

including race, gender, sexual orientation, religion, age, national origin

and more. Recognising that these unique qualities drive innovation

and growth, Cadeler emphasises diversity, equity and inclusion as

essential for thriving in a global market and advancing social

sustainability. This policy extends to all employees and contractors,

with encouragement for business partners to uphold similar values. To

understand progress and continually improve working conditions for

employees, Cadeler tracks work-force data including management

levels, workplace locations, contract types and diversity metrics like

gender.

Cadeler cultivates a diverse and inclusive working environment

fostering a sense of belonging. To do so, Cadeler recognises that all

employees are unique and valuable, and Cadeler respects everyone

for their individual abilities and qualities. Cadeler sees Diversity, Equity

& Inclusion (DEI) as an integral part of its culture and identity, and

Cadeler celebrates being a multi-national, multi-cultural and LGBTQ+

inclusive organisation. In developing its approach to its employees,

Cadeler has considered the following potential identities that may

distinguish the specific needs of individuals within its workforce. The

characteristics considered includes but are not limited to race,

ethnicity, nationality, gender/gender identity, sexual orientation, age,

political and religious beliefs, physical abilities, and socioeconomic,

marital or pregnancy (including maternity or paternity) status.

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. This also means that employees are expected to treat

each other with respect and contribute to a positive work

environment. Cadeler believes that everyone has the right to work in

an environment that contributes positively to employees’ health,

psychological safety and well-being. This ambition includes fostering a

safe, inclusive workplace where all individuals can work without facing

discrimination, harassment or bullying. Cadeler aims to maintain an

inclusive workplace with zero tolerance for discrimination, harassment

or bullying and has a policy underscoring this focus. The policy

underlines that it is the responsibility of employees to foster a

supportive work culture. Those who witness or experience

discrimination or harassment are urged to report incidents through

Cadeler’s confidential channels or other appropriate means.

Any unacceptable conduct should be reported to line managers or

business unit heads. In cases of unwanted behaviour, Cadeler is

committed to addressing all reports seriously and ensuring

confidentiality. Records of reports and outcomes are stored securely

and confidentially. Consistent enforcement of the policy is essential,

with timely and thorough investigations for both reporters and

respondents. Support and appropriate workplace accommodations

will be provided for those affected by incidents of discrimination,

harassment or bullying.

If Cadeler identifies that it has caused or contributed to a significant

adverse impact on people — including impacts on human rights —

the Company acts promptly and responsibly to provide or support

appropriate remediation, in line with the UNGPs and relevant OECD

due diligence guidance. The approach to addressing concerns and

grievances across our value chain is founded on transparency, trust,

and effective remediation that is proportionate to the issue at hand.

Cadeler engages affected stakeholders in identifying suitable remedy

options and keep them informed throughout the process, including

on progress and outcomes. For workers in the value chain, the

Company collaborates closely with suppliers to implement necessary

corrective actions, providing guidance and resources to help address

and resolve identified issues.

Other work-related rights

Cadeler respects the privacy and personal data of all individuals,

including its employees and those the Company does business with,

and is committed to complying with global data protection and

privacy laws and regulations, including the EU General Data Protection

Regulation (GDPR). The policies are made available to all employees

and are mandatory reading upon commencement of employment.

The policies are reviewed periodically, approved by Senior Leadership

Team and have a designated department responsible for enforcing

and monitoring their implementation of the policies.

105

Management of the own workforce

Continued from previous page

Cadeler’s engagement towards its workforce

_________________________________________________________

S1-2 – Processes for engaging with own workforce and workers’

representatives about impacts

Engaging with Cadeler’s own workforce is a key element in identifying

and developing initiatives and tools to improve working conditions at

Cadeler. Engagement takes place at an organisational level through

various channels, including virtual platforms, workplace assessments,

committees and ongoing feedback between employees and

managers. Depending on the channels or in the event of a significant

change, engagements may be conducted every three years, annually,

or on a rolling basis.

Cadeler has employee handbooks and designated sharepoint sites for

both onshore and offshore colleagues. The handbook outlines

expectations of employees as well as the formal rules that apply in a

number of essential areas. The purpose of the handbook is to provide

information, rules and guidelines related to a wide range of topics and

areas (including information about the organisation, safety-related

information, Cadeler care programme, development and policies, and

Speak Up! channels) that Cadeler’s employees may encounter in their

day-to-day work. For information on Cadeler’s confidential reporting

channels (Speak Up!), see section G1-1.

There are a number of HSEQ-focused initiatives in place to improve

worker representation and visibility to management as well as to

enhance the Company’s focus on safety culture. These initiatives are

designed to have a positive impact on safety performance and include

safety representatives elected from among the O-class, P-class and A-

class workforce, safety coaches appointed by the Company onboard

S-class and Z-class vessels, quarterly meetings with the COO and

Head of HSEQ, OHS meetings, and the Speak Up! and well-being

hotlines. Cadeler has also established an Occupational Health & Safety

Committee for all office employees globally. Onboard the vessels,

safety representatives and safety coaches are available to support the

employees with any questions related to safety and the work

environment.

Cadeler has a reporting system for observations enabling employees

and external personnel to share perspectives and allows onshore

team to be informed and make decisions and improvements taking

these perspective into account. These observations and actions are

tracked in the system and discussed daily between onshore and

offshore teams. Cadeler also has a Masters review process through

which the vessel Master comments formally on a wide range of topics

related to Company operations particularly regarding the safety

management system. Onshore management reviews and responds to

this input. In addition to this regular and open communication system

between offshore and onshore teams, the organisation has

established processes to gather feedback from new employees within

three moths after their onboarding to identify areas for

improvements. The Company also implemented exit interviews with

employees who voluntarily leave the Company. Cadeler also promotes

a Wellbeing Hotline, offers annual health checks, and communicates

about the whistleblower platform to ensure that all employees—

including those who may be vulnerable to impacts and/or

marginalized—have the opportunity to share their perspectives. Last

but not least, in 2025, the Company invited employees for questions

to the CEO which have been addressed to in a series of

communications to all employees. Cadeler uses employee

engagement surveys to assess how the employees experience their

work environment and organisational culture. Engagement levels are

evaluated based on response rates and overall scoring, and results are

compared with previous years and relevant benchmarks. Insights from

survey responses and comments enable Cadeler’s management to

understand engagement trends and identify areas where initiatives

are effective or where further action is needed.

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Management of the own workforce

Continued from previous page

Responsiveness at the core of the system

____________________________________________________

S1-3 – Processes to remediate negative impacts and channels for own

workforce to raise concerns and processes for engaging with own

workforce and workers’ representatives about impacts

Acknowledging the risk of negative impacts, Cadeler has established

channels for its workforce to raise concerns and partnerships with

unions to stay informed about such issues. Cadeler’s confidential

reporting channel, including related awareness and communication

activities, is further described in section G1-1, Business Conduct.

As referenced in S1-2, Cadeler performs a recurring Workplace

Assessment. These not only seek to gain feedback on the physical

parameters of a safe work environment, but also gather feedback on

parameters influencing the mental and psychological safety of

Cadeler’s employees across locations. The assessment is conducted

every three years, as required by law or when significant changes

occur, and supports the remediation of any negative impacts by

creating awareness of them and allowing for the development of

targeted initiatives. To ensure coverage of perspectives from the

entire workforce, the assessment is distributed to all employees both

onshore and offshore, on a recurring basis. As required by UK law

following office relocation, Cadeler is conducting new visual display

unit assessments and taking action as required.

Annual appraisals are held for all offshore employees alongside

continuous dialogue between line managers and employees

regarding employee development and well-being. On the onshore

side, the leaders are encouraged to regularly check in with their team

to share insights, concerns and identify any potential negative

impacts. At the onshore team level, the leader is encouraged to

continuously track the progress of team initiatives set annually within

the OKR framework. This is the responsibility of the leaders to provide

ongoing feedback to team members to support collaboration and

well-being across the team, and are also encouraged to regularly

check in with their team members on an individual basis. This is also

an opportunity to check in on well-being and discuss development

opportunities for the individual.

Support and appropriate workplace accommodation will be provided

for those involved in incidents of discrimination, harassment or

bullying. Consistent enforcement of the policy is essential, with timely

and thorough investigations for both reporters and respondents.

Finally, Cadeler has a strong focus on collaboration with unions, as

they also constitute a central stakeholder with which employees can

raise any concerns. Offshore employees under DK flag are employed

under collective bargaining agreements which, together with local

laws and internal rules, secure the rights and working conditions of

Cadeler’s employees. The Company has an ongoing dialogue with

union representatives onboard its vessels to find common and

sustainable solutions to topics like cooperation, development, work

environment and health and safety.

Regardless of the channel used for providing feedback to Cadeler,

employees are informed about the process and made aware of their

rights when raising concerns.

Cadeler’s does not have a universal response for providing remedy

should incidents occur, instead, it currently handles incidents on a case by

case basis. To support this approach, the organisation ensures that

adequate resources are available to investigate and act upon any

incidents raised. An E&C Manager is in charge of addressing concerns

and preventing future incidents. Cadeler’s onshore and maritime HR

departments, comprising 30 full-time employees, are responsible for

ensuring employee safety and well-being whenever such incidents occur.

107

Management of the own workforce

Continued from previous page

Engaging with the workforce

____________________________________

S1-4 – Taking action on material impacts on own workforce, and

approaches to managing material risks and pursuing material

opportunities related to own workforce, and effectiveness of those

actions

Working conditions

Cadeler’s highest priority remains the health and safety of the

individuals on board its vessels and in its offices. The Company

believes that all incidents are preventable and that everyone should

leave Cadeler worksites in the same condition

than when they arrived. Consequently, the Company continuously

works to improve its health and safety processes. However, even the

strongest procedures and compliance with all requirements are not

always sufficient to create a healthy and safe environment.

Consequently, Cadeler seeks to go beyond compliance with industry

safety standards and embed a culture of safety that drives the

behaviour and attitude of every individual to continuously improve

health and safety performance.

Cadeler considers that all employees contribute to the maintenance of

a safe working environment and operates an intervention policy. Every

individual at a Cadeler worksite has the authority and the

responsibility to intervene in any job, activity or scenario where there

is a safety concern. A culture of safety is cultivated through Cadeler’s

four Safety Drivers, which emphasise that everyone at Cadeler are

safety ambassadors and which promote:

•Influence: “I take ownership of my own safety; I look out for

colleagues, clients and contractors and help them to stay

safe; I promote a good feedback culture; I share experience,

knowledge and best practice”,

•Intervention: “I stop the work if the task deviates from the

plan; I intervene if I see any unsafe conditions or acts; I

appreciate it if someone intervenes in the way I perform my

work; I promote an open culture where a mistake is a

learning opportunity”,

•Improvement: “I take ownership of the implementation of

improvements; I look and think ahead; I use learnings from

similar tasks; I report improvement proposals”,

•Insight: “ I understand the risks associated with the job and

act accordingly; I ensure that risk assessment is part of any

work process; I ask when in doubt; I continuously search for

safety improvements.”

Cadeler’s safety management system promotes safe operations by

ensuring compliance with mandatory rules and regulations across

relevant international jurisdictions and flag state legislation. DNV and

Lloyds Register have audited and certified 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’ verifying that Cadeler operates vessels in

compliance with ISM code requirements. Cadeler continues to

improve and customise its management system to better reflect the

unique needs of its business, as a transportation and installation

contractor. Since the combination with Eneti in Dec 2023, Cadeler has

operated on separate systems, but has been progressing throughout

2025 to integrate management systems.

Cadeler uses insights gathered from engagement processes (as

described in S1-2) and from the Written Risk Assessment (APV in

Danish) to identify emerging risks and develop targeted action plans

to address them. As risks may differ depending on geography, work

environment (onshore or offshore), and over time, Cadeler promotes

local solutions tailored to specific operational challenges. The

Company is committed to developing, implementing, and

continuously improving its HSEQ processes through a risk-based

approach. It fosters a culture of learning from experience, incidents,

and observations, while empowering employees to speak up and

challenge unsafe practices. This helps ensure that safety and quality

remain top priorities. In addition, Cadeler works closely with

contractors and suppliers who share its HSEQ values and ambitions.

In 2025 Cadeler further strengthened safety culture support processes

through the introduction of new cabin books, implementation of

safety rules taken from IMCA, and by year-end rolling out a new fleet

safety induction video and animation representing the safety

leadership principles.

108

Management of the own workforce

Continued from previous page

Cadeler prioritises the day-to-day health and well-being of its

employees. These efforts reflect Cadeler’s commitment to fostering a

healthy, balanced and supportive work environment:

•Health and Fitness: on-site employee gyms (where possible)

allow workouts during work hours, provided this does not

interfere with tasks or meetings. Cadeler also provides

vitamins to all colleagues,

•Health Check-ups: offshore employees undergo mandatory

health checks, while onshore employees are offered well-

being assessments and extensive medical examinations with

specialists,

•Private Healthcare Insurance: onshore and off shore

employees are covered by private heathcare insurance,

•Life in Balance Programme: a continuous initiative offering

seminars on topics like sleep, nutrition and meditation,

promoting physical and mental health. In 2025 Cadeler also

held specific sessions regarding the phases of life,

•Well-being hotline: all employees have access to a well-

being hotline where they can raise health- and wellbeing

concerns with a third-party professional.

Cadeler strongly believes in flexibility between work and personal life.

For offshore employees, the organisation does all it can to

accommodate personal wishes so its employees can take part in

important life events. For onshore employees, Cadeler has a work

from home policy, allowing people to better balance work and

personal life. Cadeler also supports families through an

accommodating parental care policy. Onshore, the parental care

policy goes above and beyond the statutory laws and regulations to

support employees in a balanced life with their family.

Equal treatment and opportunities for all

Cadeler strives to prevent, mitigate or remediate adverse human

rights impacts that its business operations may cause or contribute to,

while also being committed to fostering a diverse and inclusive

workplace, emphasising equal opportunities for all employees.

As an equal opportunity employer, Cadeler is dedicated to fostering a

supportive, inclusive and growth-oriented workplace. To support fair

career development opportunities, the Company has established

systems that facilitate internal mobility and clearly defined offshore

career paths. A key initiative supporting this commitment onshore is

"The Cadeler Position Turbine," a transparent title structure that

outlines professional levels and their associated qualifications.

Cadeler conducts annual employee reviews during which leaders

gather feedback on employee from colleagues to gain a broader

perspective and mitigate potential biases. This feedback is used to

provide constructive input and to identify candidates for change of

roles.

In 2025, Cadeler achieved significant internal mobility with numerous

onshore employees transitioning into new roles within the Company,

while offshore roles saw significant internal rotation. Cadeler supports

employees in developing their professional competencies and skillsets

by supporting employees in taking on new roles within the

organisation. Cadeler believes that employees develop through

challenging tasks and sufficient training (e.g. vessel-specific courses

and competency-based learning). Additional support includes external

education and professional memberships. Related to this point, in

2025 all onshore leaders participated in workshops on change

management, feedback and self-reflection.

When recruiting new employees, Cadeler ensures a transparent

process where all candidates follow the same recruitment procedure.

Expectations for the role are clearly outlined in the job description,

and all candidates are selected based on their professional and

personal competencies for the position. Cadeler is committed to

creating a diverse, inclusive and supportive workplace where all

individuals are treated with respect and dignity. Cadeler maintains a

zero-tolerance approach to discrimination, harassment and bullying,

emphasising the psychological safety, health, and well-being of all

employees. These principles apply to employees, contractors and

business partners, who are encouraged to uphold similar standard.

109

Management of the own workforce

Continued from previous page

An organisation-wide Human Rights Impact Assessment was

conducted in 2024 and delivered in 2025 and work is ongoing to

implement recommendations and actions based on a three-year

roadmap to review, understand and mitigate salient risks and impacts

to workers and other individuals across Cadeler’s business and value

chain. The results of this assessment will feed into Cadeler’s future

improvement plans relating to its own workforce

Other work-related rights

As a listed Company and as per section 99d of the Danish Financial

Statements Act, Cadeler is required to disclose its policy on data

ethics. Cadeler complies with all relevant laws and regulations

concerning data privacy, confidentiality and cyber security. Cadeler is

committed to ensuring the security, privacy and proper handling of

information by adhering to all relevant laws and regulations

governing the creation, storage, dissemination and destruction of

information.

Regular training is provided to employees handling sensitive

information, enhancing their awareness of information and cyber

security. Information is classified based on its importance, the risk of

wrongful disclosure and the potential business impact of such

disclosure. Highly sensitive information is encrypted prior to

transmission to ensure its security.

To ensure secure disposal, sensitive information is destroyed in a

manner that prevents reconstitution, whether in paper, digital devices

or storage media. Mobile devices containing sensitive information or

accessing corporate networks are secured to prevent unauthorised

data leakage. Similarly, all computers and IT equipment are protected

against unauthorised access.

The following principles form the basis for Cadeler’s responsible

handling of data:

•Transparency: Cadeler aims for transparency in all aspects of

data handling, including ensuring that individuals are

informed about their data is used and for what purpose,

•Respect: the Company respects the rights of all employees

and individuals it does business with to make informed data

choices and is committed to complying with all applicable

legal and privacy requirements,

•Security: Cadeler seeks to protect the confidentiality,

integrity and availability of Cadeler’s s digital assets and data

in compliance with relevant laws and industry-specific

standards.

This policy is subject to annual review and approval by Cadeler’s

Senior Leadership Team.

Zero incident culture

__________________________

S1-5 – Targets related to managing material negative impacts,

advancing positive impacts, and managing material risks and

opportunities

Working conditions

The ultimate target for employees’ health and safety is zero harm,

meaning that no incidents or accidents take place while working for

Cadeler covering both onshore and offshore employees.

The safety management objectives of Cadeler remain focused on

defining safe practices for vessel operations by controlling all

identified risks to the Company’s ships, personnel and the

environment, and establishing appropriate safeguards.

Achieving the zero-harm goal is a milestone rather than an endpoint,

as continuous improvement is required to achieve zero-harm year

after year. Health and safety remain top priorities, evolving alongside

the Company’s growth and adapting to the dynamic risk landscape

shaped by societal and technological developments.

Even though Cadeler has a zero-harm goal in place and action plans

aimed at preventing human injury and loss of life, Cadeler recognises

a remaining risk for accidents and incidents. For this reason, Cadeler’s

approach is to continuously develop, implement and improve its

HSEQ processes; use a risk-based approach when conducting

Cadeler’s activities; nurture a culture of continuous improvement

where all employees learn from activities, successes, failures, incidents

and observations; empower all individuals to challenge and stop

unsafe acts, conditions, and behaviours; prioritise working with

contractors and suppliers that have similar HSEQ ambitions and goals

to Cadeler.

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Management of the own workforce

Continued from previous page

Cadeler’s own workforce has not been directly involved in setting the

zero harm target, as this remains a management-level responsibility.

However, employees are indirectly engaged in tracking performance

through observation cards and participation in safety meetings,

allowing them to identify potential improvements. Additionally, a

workplace assessment has been conducted on the O-class vessels,

with the aim of extending this assessment to Cadeler’s remaining

fleets.

Equal treatment and opportunities for all

While Cadeler is an equal opportunity employer and fosters a diverse

and inclusive environment, the Company has not set specific targets

or KPIs for workforce diversity, either onshore or offshore, but always

aims to recruit the best candidate for the role, based solely on

personal and professional competencies. Cadeler encourages

interested applicants regardless of race, gender, sexual orientation,

religion, age or any other characteristics to apply for vacancies.

Cadeler acknowledges that the maritime industry is characterised by

an uneven gender balance. The candidate pool recruited from,

especially for offshore positions, has a higher male representation.

The approach to this imbalance is to recognize that gender

distribution begins in early education, and therefore Cadeler has

implemented initiatives to enhance recruitment efforts. For example,

the Company maintains a strong presence at universities in the UK

and DK with the aim of inspiring students from all backgrounds,

regardless of race, gender, sexual orientation, religion, age, national

origin, or other characteristics,to consider career opportunities in the

maritime sector, specifically at Cadeler.

Cadeler achieved its target of 30% women in leadership positions in

2025. To further strengthen gender diversity, the Company has set a

new target of 40% women in leadership positions by 2030.

Other work-related rights

Cadeler is committed to handling data responsibly. Whilst the

Company seeks to harness the benefits that new technologies and

data usage bring, it will always respect and uphold the fundamental

rights of all employees and stakeholders. As a starting point, Cadeler

has developed training sessions with the ambition that new

employees will complete the training. The purpose is to ensure that

employees are informed about the data privacy responsibilities when

working at Cadeler as well as the policies and responsibilities that

apply to Cadeler as an organisation working under Danish law.

Besides providing employees with information on policies, the training

is also be used to identify relevant target areas for data privacy in

Cadeler.

Own workforce composition

____________________________________

S1-6 – Characteristics of the Cadeler’s Employees

Given the nature of the services and the industry in which Cadeler

operates, tables presenting data on the number of employees,

diversity, gender distribution, etc. are disaggregated into onshore and

offshore segments. Cadeler is proud of its highly international

workforce both in terms of locations and nationalities represented

across its different locations. Cadeler’s workforce is composed by 43

different nationalities as of 31 December 2025. While the majority of

the workforce is situated in Denmark and the United Kingdom,

Cadeler also has employees located in the offices in Japan, Taiwan,

Monaco and the US.

Characteristics of the undertaking’s employees

The reported headcount represents the total number of employees on

the payroll at year-end. The allocation of employees by country relies on

the following principles: onshore employees are assigned to a country

based on the contract rather than where they are geographically

located. Offshore employees are categorized differently, as they are on

the vessels: for Danish-flagged vessels, all crew members are allocated

to Denmark. For other vessels where all crew members are employed

under multiple contracts associated with different jurisdictions, they are

categorized as UK. Permanent employees are defined as long-term

employees on contracts of indefinite duration. Temporary employees are

employees on a time-limited contract. Offshore temporary contracts

cover all employees apart from the regular crew, due to shorter projects

or unexpected circumstances. Non-guaranteed hours employees work

exclusively under defined terms. Onshore, they are mainly working as

students assistants.

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The Employee turnover in 2025 represents 9.8% of Cadeler’s

workforce, meaning that 103 employees left Cadeler during the

year. Offshore employee turnover is slightly higher (11.7%) than

onshore employee turnover (5.8%).

S1-8 – Collective bargaining coverage and social dialogue

Collective bargaining in the shipping industry regulates key

conditions for seafarers, including wages, working hours, safety

standards, and leave arrangements. All seafarers operating on

Danish-flagged vessels are covered by collective bargaining

agreements within Cadeler, representing 36% of the Company’s

own workforce. Outside Denmark, 24% of seafarers are covered by

such agreements. Overall, 43% of the Company’s workforce is

covered by collective bargaining.

Employee Turnover methodology

The employee turnover rate is calculated as the number of

employees who left during the reporting year divided by the

number of employees at year-end. All figures are reported on

a headcount basis.


	Denmark		United Kingdom		Other		Total
	Onshore	Offshore	Onshore	Offshore	Onshore	Offshore
Number of Employees [Head Count]	242	396	90	333	12	-	1,073
Number of permanent employees [Head Count]	236	357	88	286	11	-	978
Number of temporary Employees [Head Count]		39	1	47	-	-	87
Number of non-guaranteed hours employees [Head Count]	6	-	1	-	1	-	8

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S1-9 – Diversity metrics

Although Cadeler strives to ensure diversity, there remains a gender imbalance, with 887 male employees

and 165 female employees in the workforce by the end of the 2025. Women represent 40% of the employees

onshore and only 4% of the employees offshore.


	Male		Female		Total
	Onshore	Offshore	Onshore	Offshore
Number of Employees [Head Count]	207	700	137	29	1,073
Number of permanent employees [Head Count]	204	617	131	26	978
Number of temporary Employees [Head Count]	-	83	1	3	87
Number of non-guaranteed hours employees [Head Count]	3	-	5	-	8

Cadeler believes that its initiatives in universities are helping to drive change across the industry as a whole,

and that its diversity policies will improve its future representation on these metrics, fostering greater gender

diversity across both onshore and offshore business activities.


Age	Onshore	Offshore	Number of Employees
Below 30 years [Head Count]	68	81	149
Below 30 years [Head Count]	19.8%	11.1%	13.9%
Between 30 and 50 years [Head Count]	212	463	675
Between 30 and 50 years [Head Count]	61.6%	63.5%	62.9%
Above 50 years [Head Count]	64	185	249
Above 50 years [Head Count]	18.6%	25.4%	23.2%

In terms of age diversity, the majority of employees across Cadeler fall within the age group of 30 to 50 age

group (over 60% both onshore and offshore). For onshore roles, the age groups under 30 and over 50 are

equally represented, whereas offshore roles have the smallest proportion of employees in the under 30 age

group.


	Total	%
Male	6	67%
Female	3	33%
Senior Leadership Team	9	100%

Diversity metrics

Top management level is defined as the Senior Leadership Team, including the CEO, CFO, Executive Vice Presidents

and Senior Vice-Presidents. The age count is based on the age distribution of the workforce at 31/12.

Cadeler’s Diversity, Equity & Inclusion Policy, outlines and guides the Company’s active support for

commitment to a diverse and inclusive organisation, building on a firm commitment to equal opportunities

for all. This commitment includes prioritising diversity and inclusion across all levels of the organisation,

including the Senior Leadership Team, where in 2025 women represented a 33.33% of the total composition.

In addition to gender diversity and in accordance with §107d of the Danish Financial Statements Act, Cadeler

considers factors such as age, nationality or professional and educational background in Cadeler’s approach

to enhancing inclusivity at Board of Directors and Senior Leadership Team.

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Safeguarding physical integrity

_______________________________________

S1-14 – Health and safety metrics

To illustrate that Cadeler’s highest priority is the health and safety of its entire workforce, the Company is

ISO-45001 certified, meaning that all employees including onshore and offshore workers are covered by the

integrated management system.

In 2025 no fatalities occurred among Cadeler’s workforce or other workers operating on Cadeler-controlled

sites. This outcome reflects the Company’s continued focus on health and safety and its commitment to

maintaining a safe working environment.

There were 10 total recordable incidents during the year, resulting in a Total Recordable Incident Frequency

(TRIF) of 5.58 (vs 2.43 in 2024). Lost-time incidents were, leading to 139 days lost due to work-related injuries

and an overall Lost Time Incident Frequency (LTIF) of 1.68 (vs 0.81 in 2024).Cadeler operates more vessels in

2025 than in 2024, explaining that the absolute number of incidents has increased. Despite an increase in

terms of projects and operations, the Company is committed to reduce the number of incidents, trying to

achieve the target of zero incident.


	2025	2024	% change
Percentage of people in the workforce covered by health and safety management system	100%	100%	0%
Number of fatalities in the workforce as result of work-related injuries and work-related ill health	0	0	0%
Number of fatalities as result of work-related injuries and work-related ill health of other workers working on Cadeler-controlled sites	0	0	0%
Total recordable incidents	10	3	233%
Total recordable incident frequency (TRIF) - incidents per million hours worked	5.58	2.43	130%
Number of lost-time incidents	3	1	200%
Number of days lost to work-related injuries	139	101	38%
Lost time incident frequency (LTIF) - lost time incidents per million hours worked	1.68	0.81	107%
Total person working hours	1,791,450	1,234,903	45%

Health & Safety metrics

The Company is covered by ISO-45001 and the Company is tracking the number of recordable work-related

incidents, including fatalities, lost-time injury, medical treatment cases and restricted work cases. Cadeler is

externally audited annually by DNV (DK) and Lloyds Register (UK), ABS (UK - Panama) and Class NK (UK – Japan

DoC for ISM) against the certificated standards of the management system ISO 9001, ISO 14001, and ISO 45001 and

ISM code.

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Ensuring an equitable pay for all employees

_______________________________________________________

S1-16 – Remuneration metrics

Cadeler is committed to fair and equitable pay for all employees,

regardless gender. Compensation programs and practices are

regularly reviewed internally to ensure consistency and fairness across

the organisation. In 2025, Cadeler conducted a review of salary levels

across its regions to assess potential pay difference among employees

performing similar roles and holding comparable levels of

responsibilities and experience. The purpose of this review aims to

ensure equal pay for equal work. Going forward, this assessment will

be conducted periodically to monitor and address potential salary

gaps across the organisation.

Women represent 15.7% of Cadeler’s total workforce. In 2025, Cadeler

reports its gender pay gap for the first time. The assessment of this

metric resulted in a difference of -2% meaning that on average

women earn more than men across the total workforce. Cadeler

considers that this metric does not reflect equal pay comparisons

between male and female employees. The gender pay gap is

calculated as an aggregate measure across the entire workforce and

does not adjust for differences in role, location, seniority,

qualifications, employment conditions or the workforce composition

across onshore and offshore roles. As such, the metric provides a

general overview of workforce composition rather than a like-for-like

comparison of remuneration.

Cadeler remains committed to being a fair and equitable employer.

The Company continues to support initiatives aimed at fostering

women’s career development, and strengthening the pipeline of

female talent within the offshore wind sector.

Gender pay gap

A negative percentage indicates that female employees earn more on

average.

Gender pay gap is calculated as the difference between the average

gross pay of male and female FTEs divided by the average gross pay

of all male FTEs. This calculation does not take into account day-rate

contractors neither students/temporary roles. Gross pay includes fixed

and variable components of compensation.

Measurement uncertainty arises from certain components of

remuneration that cannot be individually assessed and are therefore

estimated.

The Company reports for the first time its annual total remuneration

ratio. This ratio represents the ratio of the highest paid individual to the

median annual total remuneration for all employees which is 25 in 2025.

Annual total remuneration ratio

The calculation based on the average annual gross pay level of all full-

time employees. The calculation includes the base salary, and where

applicable, bonuses and pension. The amounts are converted to EUR

with the effective foreign exchange rates of the last day of the year.

Gross pay level per employee is calculated as the Annual Gross Salary

per FTE. The part time employees´ salary has been excluded from the

calculation.

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Management of the own workforce

S1-17 – Incidents, complaints and severe human rights impacts

Cadeler received 7 complaints of various types during 2025 through its channels for raising concern. There

were no reported incidents of discrimination, nor were any fines, penalties, or compensation issued in

relation to such cases. Similarly, no complaints were, to the best of Cadeler’s knowledge, filed with the

National Contact Points.

No severe human rights impacts or instances of non-compliance with the UN Guiding Principles and OECD

Guidelines for Multinational Enterprises were identified. As a result, there were no fines, penalties, or

compensation related to these matters.

Although Cadeler does everything it can to foster an open culture, it acknowledge that some cases may

never be reported through its formal channels, and that the disclosed figures therefore might be

understated.


	2025	2024
Number of incidents of discrimination [cases]	0	0
Number of complaints filed through channels for people in own workforce to raise concerns [cases]	7	10
Number of complaints filed to National Contact Points for OECD multinational enterprises	0	0
Total amount paid in fines, penalties and compensation for damages result of incidents of discrimination [monetary]	0	0
Number of severe human rights issues and incidents connected to own workforce [cases]	0	0
Of which are cases of non-respect of UNGPs and OECD guidelines	0	0
Total amount paid in fines, penalties and compensation for severe human rights issues and incidents connected to own workforce [monetary]	0	0

Incidents, complaints and severe human rights impacts

Incidents of discrimination and harassment refers to cases classified under Speak Up!

Discrimination and harassment: uninvited and unwelcome verbal or physical conduct directed at an employee

because of his or her gender, religion, ethnicity or beliefs.

Sexual harassment: the making of unwanted and offensive sexual advances or of sexually offensive remarks or acts,

especially by one in a superior or supervisory position or when acquiescence to such behavior is a condition of

continued employment, promotion or satisfactory evaluation.

Retaliation: verbal, physical or written discriminatory or harassing behavior toward an individual who has made a

good faith report regarding a compliance issue.

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Engaging with the stakeholders

_______________________________________

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their

interaction with strategy and business model

Working within the Company’s value chain may affect workers’

conditions and rights in several ways. In particular, there is a risk that

working conditions may not fully comply with applicable local

regulations or with the Cadeler’s own policies and standards. Workers

in the value chain may also face potential impacts on fundamental

human rights, including risks related to forced labour or child labour,

as well as other labour-related rights such as equal pay for work of

equal value, access to quality training and professional development,

and systemic gender inequality or unequal remuneration. The

interests, views and rights of these workers are considered especially

impact-material in the upstream part of the value chain, where the

Company has comparatively less direct oversight. These issues can

arise across different countries and industries, reflecting broader

systemic challenges. Cadeler acknowledges the existence of these

systemic risks in order to better identify, prevent and address

potential adverse impacts within its value chain.

Cadeler’s disclosure on workers in the value chain aims to cover

actual and potential impacts on workers for tier one suppliers as well

as further down the value chain. Tier one and HSEQ critical suppliers

are the primary focus of this disclosure.

Through the human rights impact assessment, Cadeler identified the

following categories of potentially impacted workers in the value

chain:

•Workers in the direct supply chain: for example, shipyard

workers, contractors performing services on Cadeler’s

vessels, workers at companies providing equipment and

services for Cadeler, workers at transportation companies.

These workers are mostly upstream from Cadeler’s business,

as its business provides services rather than products. A

limited number of workers would be considered

downstream, i.e. those working with waste management

providers or involved in the decommissioning of project

equipment and eventually vessels,

•Workers in the indirect supply chain: for example, workers at

companies providing parts and services to Cadeler’s direct

supply chain,

•Workers in the extended supply chain: for example, workers

involved in the extraction of raw resources, or the

production of energy sources or bunkering ultimately used

by Cadeler or its direct supply chain,

•Workers exposed to material impacts by Cadeler’s own

operations: these include workers providing services at

Cadeler’s own operational sites,for example, onboard and

alongside the vessels. The potentially material impact that

Cadeler is most likely to have on workers in its value chain is

related to management of risks to health and safety at the

Company’s worksites. Cadeler aims to manage risks to

health and safety risks effectively and reduce the likelihood

of impacts on both its own employees and those in its value

chain to the lowest extent possible when they are present at

Cadeler’s worksites, and

•Workers exposed to impacts through the value chain: these

include workers in the Company’s direct supply chain,

indirect supply chain, and extended supply chain.

Promoting Human Rights along the Value Chain

_____________________________________________________________

The first global human rights impact assessment was conducted with

the support of external advisors in 2024 and delivered in 2025 to

ensure Cadeler’s commitment to respect human rights. This

assessment was conducted in accordance with the expectations set

out in the UN Guiding Principles.

The key findings of the impact assessment which were presented to

Cadeler in 2025 were as follows:

•Cadeler has a public commitment to respect human rights;

however, the due diligence approach can be further

improved

•Human rights risks are inherently high for Cadeler and the

offshore wind industry, given the nature of the work and the

supply chain,

•There are robust measures in place for Cadeler’s own

employees, efforts to address additional human rights risks

in the supply chain are currently largely limited to health

and safety management for selected tier one suppliers,

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These findings have been used to develop a proportionate and

tailored human rights strategy and a three-year implementation

roadmap for Cadeler. In 2025, Cadeler has focused on establishing an

improved governance model and clear responsibility for the day-to-

day oversight as well as shared the findings from the impact

assessment across the organisation.

Cadeler’s salient human rights risks have been identified and defined

based on each key rightsholders groups. The most salient risks for

each key rightsholder are listed below:

•Offshore employees: accidents resulting in risks to life and

health, work-related risks to mental health, risk of excessive

working hours or periods, work-related risks to family life

and risks of discriminatory treatment,

•Onshore employees: accidents at projects sites resulting in

risks to life and health, risk of excessive working hours,

potential impacts of geopolitical conflicts on security and

risks of discriminatory treatment,

•Supply chain workers: accidents resulting in risks to life and

health, risk of child and forced labour in the extended

supply chain, risk of excessive hours and potential for unjust

working conditions,

•Community members: risks to human rights defenders,

impact on community rights, risks to livelihoods, risks to

effective remedy and risk of environmental harm.

The risks will be further analysed and prioritised to ensure that they

are addressed appropriately.

Cadeler needs throughout the different transport, installation and

maintenance works performed across geographies to engage and

collaborate with the appropriate third-parties and partners that

provide the required goods and services for the operations of the

Company’s assets and execution of its project work scopes.

The demand for these services is increasing as Cadeler is growing its

fleet and thereby also number of projects. Cadeler’s suppliers and

partners therefore have an increased opportunity to contribute to the

sustainability and predictability of their businesses, allowing them to

create or maintain stable jobs in their organisations as well as

upskilling their workers to meet the requirements.

Suppliers are required to confirm compliance with Cadeler’s Supply

Chain Code of Conduct which establishes the foundation for the right

framework and values for a positive work environment.

A more formalised process for conducting ongoing human rights due

diligence will also be defined, and human rights indicators will be

incorporated into supplier selection and retention to ensure that the

human rights strategy is implemented efficiently.

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Impacts, risks and opportunities management

_________________________________________________________

S2-1 – Policies related to value chain workers

Working conditions

Cadeler’s Supply Chain Code of Conduct is shared with suppliers

across its value chain and informs the Company’s partners of its

expectations related to their ESG management practices. It is

applicable to all new onshore and offshore suppliers and includes

requirements and expectations related to forced and child labour (in

accordance with applicable ILO standards); health and safety; non-

discrimination; freedom of association and collective bargaining; and

grievance mechanisms. Further information on Cadeler’s Supply

Chain Code is provided in G1-2. As part of Cadeler’s supplier

onboarding process, and in accordance with Cadeler’s Supply Chain

Code of Conduct, suppliers are expected to have in place, or to

commit to adopting within a reasonable timeframe, health and safety

policies and management systems designed to reduce work-related

injury and illness and promote the general health of employees.

Suppliers are requested to ensure that information regarding health

and safety systems and standards is made readily available to

employees in appropriate languages.

As part of the mentioned onboarding process, suppliers are assessed

by departments of HSEQ, and E&C. The process is centralised within

Procurement, which is responsible for the registration of all relevant

master data in Cadeler’s systems, as well as the communication of the

Supply Chain Code of Conduct. The suppliers are only registered in

the system, by Procurement, after approval from HSEQ, and E&C.

Depending on the nature of the goods and services to be provided,

by the supplier, and the countries in which the supplier is based at,

and delivering and providing the goods and services, a different level

of assessment may be required as per the criteria defined by the

specific functions (HSEQ or E&C).

Through effective and regular communication, suppliers should

ensure that workers are aware of the suppliers’ obligations with

regard to site safety as well as their own obligations with respect to

ensuring the safety of themselves and other employees. As a

minimum, suppliers should provide their workers with reasonable

access to potable water and sanitary facilities, fire safety, emergency

preparedness and response, industrial hygiene, adequate lightning

and ventilation, equipment for prevention of occupational injuries

and illness and proper machine safeguarding. Suppliers should also

ensure these same standards apply to any dormitory or canteen

facilities.

Suppliers should have a policy in place that is aligned with national

and other applicable laws and regulations regarding alcohol and

drug abuse prevention, including testing where permitted, and

should communicate this policy appropriately to employees. Cadeler

expects that its suppliers do not use forced, coerced, bonded or

indentured, or involuntary labour of any form. All work, including

overtime, shall be voluntary and performed of the worker’s own free

will. Employees should be free to leave employment upon giving

reasonable notice. Suppliers should not require workers to surrender

government-issued identification papers, passports or work permits

as a condition of employment.

All workers must have written contracts that comply with local laws.

Suppliers must pay each employee at least the legal minimum wage

plus benefits (where applicable) and are encouraged to follow

voluntary codes. Suppliers must pay their employees promptly,

providing each with clear, written accounting for every pay period.

Wages should be paid regularly and, on time and be fair in respect of

work performance. Payment should not be made more than one

month in arrears and no deductions should be made from

employees’ pay for disciplinary reasons or to compensate the

employer for providing safer work conditions. Working hours must

not exceed the legal limit and, where relevant, notification should be

given of any particular hazards or risks associated with the work

performed. Workers should be properly compensated for overtime in

accordance with the law and within legal working hour limits.

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Workers should be granted their stipulated annual leave and sick

leave without any repercussions and should be able to take their

stipulated maternity or paternity leave in accordance with national

and local laws.

Cadeler is committed to providing equal opportunities for all.

Suppliers shall not discriminate on the basis of race, national or

ethnic origin, gender, sexual orientation, religion, disability, age,

cultural background, social group, material status, family status or

political opinion, or other similar factors. Employees shall be treated

with dignity and respect. This shall be achieved by providing a

workplace free from physical, sexual, psychological or verbal

harassment or abuse, or the threat of such treatment.

All workers, if any, under the age of 18 must be protected from

performing any work that is likely to be hazardous, or likely to

interfere with education, or that may be harmful to the young

person’s health or safety. Suppliers should also adhere to legitimate

work-place apprenticeship programmes and comply with all laws and

regulations governing youth labour and apprenticeship programmes.

This explicitly includes the requirements of the International Labour

Organisation’s Minimum Age Convention, 1973. (No. 138) and Worst

Forms of Child Labour Convention, 1999 (No. 182), irrespective of

whether they have been ratified by the local country of operation.

Cadeler is committed to creating an environment free from

discrimination, harassment and bullying. This means that all

individuals contracted to work for Cadeler, must contribute to the

creation of a work culture that is engaging, supportive, and free from

negative and harmful behaviours. Also, suppliers are requested to

take intentional and thoughtful steps to promote positive

engagement with colleagues and to refrain from causing intentional

harm.

Other work-related rights

Cadeler’s Human Rights Policy sets out the Company’s commitment

to respect the human rights for its employees and those who perform

work on behalf of Cadeler. It covers topics including forced and child

labour (in accordance with applicable ILO standards), health and

safety, non-discrimination, freedom of association and collective

bargaining, and grievance mechanisms.

Cadeler’s Human Rights Policy explicitly prohibits the use of all forms

of modern slavery, included forced or indentured labour, and any

form of human trafficking. Cadeler encourages all those it does

business with to adhere to similar standards. The approach is based

on the principles set out in the International Bill of Human Rights, the

UN Guiding Principles on Business and Human Rights, and the

International Labour Organisation’s (ILO) Declaration on Fundamental

Principles and Rights at Work.

Cadeler respects the privacy and personal data its business partners,

and is committed to complying with global data protection and

privacy laws and regulations, including the EU General Data

Protection Regulation (GDPR). Cadeler’s policy sets out the

requirements for ensuring all personal data is processed by or on

behalf of Cadeler in a fair, lawful and transparent way.

The policies are reviewed annually, approved by Cadeler

SeniorLeadership Team and the Human Rights Policy by the Board of

Directors, while a designated department is responsible for

implementing each policy.

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How to engage with upstream workers

_________________________________________________

S2-2 – Processes for engaging with value chain workers about

impacts

Cadeler seeks to select and engage with suppliers that comply with

applicable laws and regulations and that aim to go beyond

compliance by meeting standards that are generally expected.

Cadeler has a strong preference for working with suppliers who share

its commitment to honesty and integrity and who seek to integrate

principles of sustainable development into all areas of their business.

When collaborating with Cadeler, suppliers are required to comply

with the Supply Chain Code of Conduct, which establishes the

framework and values for a positive work environment at Cadeler.

Furthermore, the responsible functional or contracting manager

informs suppliers of their rights and obligations to raise concerns

whenever experienced. Cadeler is committed to safeguarding the

health and safety business partners and communities within which it

operates. Cadeler requires all relevant individuals and third parties

present at Cadeler workplaces worldwide to observe all applicable

legal requirements relating to occupational health and safety

standards and encourages suppliers to focus on safety management

at their own sites. The Procurement department, the HSEQ

department and the E&C department are responsible for selecting

the suppliers which demonstrate a real engagement towards workers’

rights within the value chain.

Remediation processes for value chain workers

___________________________________________________________

S2-3 – Processes to remediate negative impacts and channels for

value chain workers to raise concerns

Cadeler’s confidential reporting channel (Speak Up!) serves to raise

serious concerns like those related to potential human rights

violations. EthicsPoint is the independent provider of this channel. All

concerns raised are reported to Cadeler by EthicsPoint on a

confidential and anonymous basis, unless anonymity is waived by the

person reporting. SpeakUp! is available to any individuals working on

Cadeler’s behalf and any individuals with a relationship to Cadeler,

including its clients and suppliers. Further information on the

reporting channel is provided at G1-1.

Cadeler does not have a standard remediation action for all cases,

but has established a Confidential Reporting procedure and a Speak

Up Committee. Appropriate remedial actions are determined on a

case-by-case basis. Actions to provide remedy are defined, where

considered necessary, following examination and analysis of the

specific incident reported in accordance with relevant internal

procedures.

The Company’s policies emphasise that workers in the value chain

can raise concerns without fear of retaliation. Additional information

is provided in section G1-1.

In 2025, there were no reported cases concerning potential human

rights violations through Cadeler's confidential reporting channel or,

to the best of Cadeler's knowledge, through other available channels.

Outcome of Human Rights Impact Assessment

___________________________________________________________

S2-4 – Taking action on material impacts on value chain workers, and

approaches to managing material risks and pursuing material

opportunities related to value chain workers, and effectiveness of

those actions

Cadeler was provided the results of the HRIA in 2025. This was

undertaken in accordance with the expectations set out in the UN

Guiding Principles and included the following elements:

i) Saliency Mapping: Mapping Cadeler’s value chain (from supply

chain to wind farm construction, maintenance and decommissioning,

as well as direct operations and business relationships) against

internationally recognised human rights. This involved a combination

of interviews with key internal and external stakeholders and desk-

based research to determine the saliency and causal relationship of

each human right in terms of potential impact on key rightsholder

groups most relevant to Cadeler’s business,

ii) Gap Analysis: Assessing the degree to which Cadeler’s existing

measures and human rights approach align with the expectations of

the UN Guiding Principles as well as forthcoming European

regulatory requirements on human rights due diligence. This was

supplemented by benchmarking against industry peers and leading

companies to identify current management practices and, including

best practices,

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iii) Strategy & Roadmap: Benchmarking five industry peers to identify

leading and best practices; assessing and summarizing the applicable

and forthcoming regulatory landscape on human rights due

diligence; and conducting workshops with internal stakeholders to

align on Cadeler’s ambition and maturity level in relation to human

rights management. These activities supported the definition of

Cadeler’s human rights strategy and the development of an

associated implementation roadmap. The roadmap consists of a

three-year implementation plan, structured around differentiated

priorities for each year, reflecting a phased approach to

strengthening Cadeler’s human rights management practices over

time.

In 2025, the Company developed a three-year roadmap to support

continuous improvement with respect to the rights of workers

throughout the value chain.

Cadeler is unaware of any severe human rights issues and incidents

connected to upstream and downstream value chain for the

reporting year 2025.

S2-5 – Targets related to managing material negative impacts,

advancing positive impacts and managing material risks and

opportunities

Cadeler has not yet established specific targets related to managing

impacts, risks and opportunities for workers in its value chain. Cadeler

will use the improvement areas identified during the HRIA, as

guidance for progressively setting targets to strengthen its

performance related to workers’ rights in the value chain. The

Company expects to be able to disclose concrete targets related to

this topic in the next reporting year.

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Governance

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Impacts, risks and opportunities management

__________________________________________________________

ESRS 2 IRO-1 – Description of the processes to identify and assess

material impacts, risks and opportunities

To identify and assess material impacts, risks, and opportunities,

Cadeler considered risks arising from the size of the organisation, its

business activities and operations, and the various locations in which

it operates. The Company’s business conduct emphasises ethical

practices across the entire value chain. The prioritisation of IROs is

based on the experience and expertise of Senior Management and

Leadership. Based on this process, Cadeler identified the prevention

of bribery and corruption, incidents of bribery and corruption, the

management of supplier relationships, and corporate culture as

central elements for operating the business and maintaining a

leadership position in the market.

GOV-1 – The role of the administrative, management and supervisory

bodies

Cadeler has an Ethics and Compliance (E&C) function that manages

risks related to Company governance, anti-bribery and corruption

practices, human rights processes, etc. This function works in

coordination with the Procurement department to push Cadeler’s

expectations for sustainability practices towards its supply chains and

monitor supply chain risks due to issues such as human rights and

corruption.

G1-1 – Business conduct policies and corporate culture

Business conduct policies and corporate culture

Cadeler’s Code of Conduct (the “Code”) outlines the principles and

guidelines for maintaining ethical business practices and integrity

within Cadeler. It sets out the values that those working for Cadeler

are expected to adhere to, including with respect to anti-bribery and

corruption; health, safety and environment; and equal opportunities,

diversity and respect in the workplace. The Code is publicly available

and is mandatory for all onshore and offshore employees, officers

and directors of Cadeler.

The Code is supported by internal policies and procedures that

further strengthens Cadeler’s approach to key areas of business

conduct, including inter alia, HSEQ; Anti-bribery & Corruption;

Sustainable Development; Human Rights; and Personal Data &

Privacy.

Cadeler’s policies are developed by the respective departments, with

the support from the E&C team in conjunction with the Policy

Management Committee. They are reviewed periodically and

approved by Cadeler Executive Senior Leadership, while a designated

department is responsible for implementing each policy.

The expertise of Cadeler’s administrative bodies is disclosed in the

Annual Report. Please refer to the Management Review for

disclosures related to business conduct matters.

Protection of whistleblowers

All employees and any individual with a relationship with Cadeler,

such as clients and suppliers, are encouraged to raise concerns

whenever they identify activities that are not aligned with Cadeler’s

values and behaviours throughout Speak Up! which provides a

framework for concerns to be raised confidentially and without fear

of adverse repercussions.

EthicsPoint is the independent third party in charge of managing

confidentiality reports, providing an anonymous and confidential

mechanism for raising concerns about serious matters for unethical

or improper conduct, including suspected violations of applicable

laws and regulations or Cadeler policies and procedures;

discrimination, bullying or harassment of any kind; and

environmental, health and safety or human rights concerns.

Cadeler prohibits retaliation of any kind against employees who raise

concern in good faith, even if doing so may result in a loss of

business. Cadeler takes every report of potential misconduct seriously

and is committed to conducting all reviews and investigations in an

independent, fair and impartial manner.

Information about the confidential reporting hotline and the

Confidential Reporting (Speak-Up!) Procedures is available on the

Company’s Intranet, through training materials and the Confidential

Reporting Channels can also be accessed from the Company’s

website. Awareness is further promoted through the display of

posters in shared areas at both onshore and offshore workplaces and,

to increase accessibility, a QR code linked to the hotline’s webpage is

available, encouraging employees to raise concerns whenever

necessary.

Cadeler’s Supply Chain Code of Conduct also refers to the

confidential reporting channel, emphasising that value chain workers

can raise concerns and seek remediation without fear of retaliation.

124

Foster business ethics

Continued from previous page

G1-2 – Management of relationships with suppliers

In line with its approach to responsible business, Cadeler actively

seeks to select and work with suppliers who not only comply with

laws and regulations but also go beyond compliance by meeting the

standards expected of an industry leader. Cadeler has a strong

preference for working with suppliers who share its commitment to

honesty and integrity and who seek to integrate principles of

sustainable development into all areas of their business.

Cadeler commits to paying all its suppliers and partners, including

specialists, on time and in accordance with agreed payment terms.

This commitment is reflected in the finance management procedures

governing the invoice payment process. Invoices are filtered,

extracted and classified into the relevant payment file and invoice

currencies on a weekly basis.

The payment files are then submitted, generating a summary list of

invoice amounts per supplier within the system. Structured reports

are set up in Cadeler’s ERP system and twice weekly reviews are

conducted to identify invoices requiring handling or approval. An

automatic reminder notification system is in place to prevent late

payments.

Supply Chain Code of Conduct

Cadeler’s Supply Chain Code of Conduct sets out the requirements

and principles that Cadeler’s suppliers are expected to adhere to. The

Supply Chain Code of Conduct applies to all new onshore and

offshore suppliers and includes requirements and expectations

related to forced and child labour, environment, anti-bribery and

corruption, health and safety, non-discrimination, freedom of

association and collective bargaining, and grievance mechanisms.

Adherence to the Supply Chain Code of Conduct is a contractual

requirement for all new suppliers onboarded under Cadeler’s

standard terms and conditions.

Due Diligence Activities

Cadeler follows a structured procedure under which suppliers are

identified, assessed, onboarded and managed when applicable. From

a procurement perspective, the key process relates to the sourcing

lifecycle in Cadeler, including the business need or scope of work,

business case, tender process or sourcing approach, evaluation and

selection of a supplier for a contract, framework agreement or

purchase order. This procedure applies to new contracts with an

estimated value exceeding EUR 25,000. The process is described in

detail in the procedure “Sourcing and Supplier Selection”. For

amounts below EUR 25,000, the purchasing activity may be handled

via a purchase order without a contract or framework agreement and

governed by Cadeler’s Purchase Order Terms and Conditions.

From a business perspective, suppliers are also classified as “Basic”,

“Standard” and “Manage”, triggering the requirements for

onboarding, monitoring and corresponding management. Cadeler

HSEQ has established specific criteria for classifying suppliers as “Low”,

“Medium” or “High Risk” from an HSEQ perspective. This is reflected in

Cadeler’s Supplier Management Procedures. Since 2024 , Cadeler has

included the HSEQ risk assessment in the onboarding process.

The Company is continuing to optimize its third-party supplier due

diligence processes through the integration of an electronic screening

tool introduced in 2024. The tool forms part of the supplier

onboarding framework to help identify risks associated with financial

crime, sanctions, key legal issues captured in the media, and other

responsible business practices which are risk-weighted in accordance

with internal risk methodology.

Onboarded suppliers are also subject to ongoing monitoring and

periodic risk assessments. Frequency of the assessment depends on

the experience of Cadeler with the suppliers. Any flagged issue

automatically triggers a review from HSEQ, E&C and/or Procurement.

125

Foster business ethics

Continued from previous page

Fighting against corruption and Bribery

__________________________________________________

G1-3 – Prevention and detection of corruption and bribery

Cadeler has zero tolerance for any form of bribery and corrupt payments, whether given or received,

directly or indirectly, anywhere in the world. This prohibition is clearly outlined in the Company’s Code of

Conduct and the Anti-bribery and Corruption Policy, which is applied to all offshore and onshore

employees, individuals contracted to work for Cadeler and any third parties acting on behalf of Cadeler,

including consultants, agents and suppliers. These documents are available on Cadeler’s internal platform.

Cadeler’s Anti-bribery and Corruption Policy is further supported by a Gifts and Hospitality Policy, which

sets out the minimum requirements and principles that apply when giving or receiving anything of value on

behalf of Cadeler, as well as by the Supply Chain Code of Conduct. Both the Code of Conduct and the

Suppliers Code of Conduct are available on the Company’s website.

Employees are encouraged to immediately notify Cadeler’s E&C team if they become aware of any

behaviour that has the potential to breach Cadeler’s policies. Where this is not possible, or if individuals do

not feel comfortable doing so, concerns may also be raised via Cadeler’s confidential reporting channel

(Speak Up!) in accordance with the procedures described in G1-1. Reports of corruption or bribery will be

investigated by E&C in conjunction with Finance and Legal departments. Dependent on the nature of the

concern, assistance from external third-party specialists may also be utilised.

126

Foster business ethics

Continued from previous page

Training and awareness

To support the implementation of Cadeler’s Code and associated

policies and procedures, a companywide electronic Ethics

Engagement Training was rolled out in 2024 to all new onshore and

offshore employees.

An update of the Code of Conduct is planned for 2026 together

with an awareness training module for all employees. To continue

to foster an appropriate tone from the top, face-to-face training is

provided on an annual basis to Cadeler’s Senior Leadership team,

covering key areas of business conduct such as competition law,

anti-bribery and corruption, and data protection and privacy.

Prevention and detection of corruption and bribery

The at-risks functions outlined in the training table are defined as

follows: ‘risk’ determined with regard to nature of activities , type

of role and seniority of role. Hence, the Company considers as at-

risk functions the Board, Senior Leadership, Finance, Procurement,

Sales, Strategy and Business development, Legal, and Contract

management teams as well as the vessel masters and ports

captains.


	2025
Training coverage	Managers	Board of Directors	At-risk functions*

Total	100%	0%	100%
Total receiving training (e-learning)	0%	0%	83.6% onshore/73.7% offshore
Total receiving training (face-to-face)	100%	0%	N/A
Delivery method and duration
Classroom training	1 hour	N/A	N/A
Computer-based training	N/A	N/A	N/A
Voluntary computer-based training	N/A	N/A	20 minutes
Frequency
How often training is required	Annual	N/A	Annual
Topics covered
Definition of corruption	Covered	Not covered	Covered
Policy	Covered	Not covered	Covered
Procedures on suspicion/detection	Covered	Not covered	Covered

*Cadeler’s definition of at-risk functions with respect to corruption and bribery include

the Board, senior leadership, finance, procurement, sales, strategy & business

development, legal, contract management teams as well as the vessel masters and site

managers.

Please note that at-risk functions training did not occur in 2025. The frequency of this

training for at-risk functions will be every 2 years onwards.

127

Foster business ethics

Continued from previous page

G1-4 – Incidents of corruption or bribery

Cadeler recorded no incidents of corruption or bribery in 2025, with no evolution compared to 2024.

Cadeler remains committed to ethical business practice, and it will continue to engage with business

partners that demonstrate the same commitment.


	2025
Number of convictions for violation of anti-corruption and anti-bribery laws [Cases]	0
Amount of fines for violation of anti-corruption and anti-bribery laws [Monetary]	0
Number of confirmed incidents of corruption or bribery [Cases]	0
Number of confirmed incidents in which own workers were dismissed or disciplined for corruption or bribery-related incidents [Cases]	0
Number of confirmed incidents relating to contracts with business partners that were terminated or not renewed due to violations related to corruption or bribery [Cases]	0
Number of public legal cases regarding corruption or bribery brought against undertaking and own workers [Cases]	0

Incidents of corruption or bribery

A confirmed incident of corruption or bribery with business partners is defined as an incident of corruption

or bribery that has been found to be substantiated and where the employee was dismissed or disciplined.

A confirmed incident relating to contracts with business partners that were terminated or not renewed due

to violations related to corruption or bribery is defined as an incident of corruption or bribery that has been

found to be substantiated and where the contract with a business partner was terminated or not renewed.

Payment practices

The average number of days prior to paying an invoice is calculated as the average of days between

the invoice day and the settlement date. Cadeler has included invoices that were due before 2025

and paid in 2025, invoices that were due during the fiscal year 2025, and invoices due in 2026 which

has been settled during 2025. The percentage of payments aligned with standard payment terms is

calculated as the number of invoices paid within payment terms divided by total number of invoices.

G1-6 – Payment practices

Cadeler’s standard payment terms are 45 days. The average time to pay invoices in 2025 was 50, with 72.8% of

payments aligned with standard payment terms. Payment performance in 2025 reflects the operational

transition associated with migrating legacy operations into the group’s unified financial system. Cadeler will

continue to strive towards increasing its performance on these specific metrics. Cadeler has no outstanding legal

proceedings related to late payments, highlighting its commitment to responsible and timely payment practices.


	2025	2024
Average number of days to pay invoice [days]	53	36
Description of undertakings standard payment terms in number of days by main category of suppliers [days]	45	45
Percentage of payments aligned with standard payment terms [percent]	66.9%	74.3%
Number of outstanding legal proceedings for late payments [cases]	0	0

128

Data points that

derive from other

EU legislation

129

Data points that derive from other EU legislation


ESRS	Disclosure requirement	Data point		SFDR	Pillar 3	Benchmark regulation	EU climate law	Section*	Page
ESRS 2	GOV-1	21 d	Board's gender diversity ratio	x				MR	page 31
ESRS 2	GOV-1	21 e	Percentage of independent board member	x				MR	page 33-35
ESRS 2	GOV-4	30; 32	Disclosure of mapping of information provided in sustainability statement about due diligence process	x				SUS	page 47
ESRS 2	SBM-1	40 d ⅰ	Undertaking is active in fossil fuel (coal, oil and gas) sector	x				SUS	page 87
ESRS 2	SBM-1	40 d ⅱ	Undertaking is active in chemicals production	x					Undertaking not active
ESRS 2	SBM-1	40 d ⅱ	Revenue from chemicals production	x				SUS	page 91
ESRS 2	SBM-1	40 d ⅲ	Undertaking is active in controversial weapons	x					Undertaking not active
ESRS 2	SBM-1	40 d ⅲ	Revenue from controversial weapons	x				SUS	page 91
ESRS 2	SBM-1	40 d ⅳ	Undertaking is active in cultivation and production of tobacco	x					Undertaking not active
ESRS 2	SBM-1	40 d ⅳ	Revenue from cultivation and production of tobacco	x				SUS	page 91
ESRS E1	E1-1	14	Transition plan to reach climate neutrality by 2050				x	SUS	page 68-70
ESRS E1	E1-1	16 (g)	Undertakings excluded from Paris-aligned Benchmarks		x	x		SUS	page 68
ESRS E1	E1-4	34	GHG emission reduction targets	x	x	x		SUS	page 76-77
ESRS E1	E1-5	38	Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors)	x				SUS	page 78-80
ESRS E1	E1-5	37	Energy consumption and mix	x				SUS	page 79
ESRS E1	E1-5	40-43	Energy intensity associated with activities in high climate impact sectors	x				SUS	page 78
ESRS E1	E1-6	44	Gross Scope 1, 2, 3 and Total GHG emissions	x	x	x		SUS	page 80-83
ESRS E1	E1-6	53-55	Gross GHG emissions intensity	x	x	x		SUS	page 80
ESRS E1	E1-7	56	GHG removals and carbon credits	x				SUS	page 77
ESRS E1	E1-9	66	Exposure of the benchmark portfolio to climate-related physical risks			x			Not reported/phase-in
ESRS E1	E1-9	66 (a); 66 (c)	Disaggregation of monetary amounts by acute and chronic physical risk; Location of significant assets at material physical risk		x				Not reported/phase-in
ESRS E1	E1-9	67 (c)	Breakdown of the carrying value of its real estate assets by energy-efficiency classes		x				Not material
ESRS E1	E1-9	69	Degree of exposure of the portfolio to climate-related opportunities			x			Not material
ESRS E2	E2-4	28	Amount of each pollutant listed in Annex II of the E-PRTR Regulation emitted to air, water and soil	x					Not material

*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements;

130

Data points that derive from other EU legislation

Continued from previous page


ESRS	Disclosure requirement	Data point		SFDR	Pillar 3	Benchmark regulation	EU climate law	Section*	Page
ESRS E3	E3-1	9	Water and marine resources	x					Not material
ESRS E3	E3-1	13	Dedicated policy	x					Not material
ESRS E3	E3-1	14	Sustainable oceans and seas	x					Not material
ESRS E3	E3-4	28 (c)	Total water recycled and reused	x					Not material
ESRS E3	E3-4	29	Total water consumption in m3 per net revenue on own operations	x					Not material
ESRS E4	ESRS 2 - SBM-3 - E4	16 (a) ⅰ		x					Not material
ESRS E4	ESRS 2 - SBM-3 - E4	16 (b)		x					Not material
ESRS E4	ESRS 2 - SBM-3 - E4	16 (c)		x					Not material
ESRS E4	E4-2	24 (b)	Sustainable land / agriculture practices or policies	x					Not material
ESRS E4	E4-2	24 (c)	Sustainable oceans / seas practices or policies	x					Not material
ESRS E4	E4-2	24 (d)	Policies to address deforestation	x					Not material
ESRS E5	E5-5	37 (d)	Non-recycled waste	x				SUS	page 100
ESRS E5	E5-5	39	Hazardous waste and radioactive waste	x				SUS	page 100
ESRS S1	ESRS 2 - SBM-3 - S1	14 (f)	Risk of incidents of forced labour	x					Not material for S1
ESRS S1	ESRS 2 - SBM-3 - S1	14 (g)	Risk of incidents of child labour	x					Not material for S1
ESRS S1	S1-1	20	Human rights policy commitments	x				SUS	page
ESRS S1	S1-1	21	Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8			x			page 103
ESRS S1	S1-1	22	Processes and measures for preventing trafficking in human beings	x					Not material for S1
ESRS S1	S1-1	23	Workplace accident prevention policy or management system	x				SUS	page 103
ESRS S1	S1-3	32 (c)	Grievance/complaints handling mechanisms	x				SUS	page 106
ESRS S1	S1-14	88 (b); 88 (c)	Number of fatalities and number and rate of work-related accidents	x		x		SUS	page 113
ESRS S1	S1-14	88 (e)	Number of days lost to injuries, accidents, fatalities or illness					SUS	page 113

*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements;

131

Data points that derive from other EU legislation

Continued from previous page


ESRS	Disclosure requirement	Data point		SFDR	Pillar 3	Benchmark regulation	EU climate law	Section*	Page
ESRS S1	S1-16	97 (a)	Unadjusted gender pay gap	x		x			page 114
ESRS S1	S1-16	97 (b)	Excessive CEO pay ratio						page 114
ESRS S1	S1-17	103 (a)	Incidents of discrimination	x				SUS	page 115
ESRS S1	S1-17	104 (a)	Non-respect of UNGPs on Business and Human Rights and OECD	x		x		SUS	page 115
ESRS S2	S2-1	17	Human rights policy commitments	x				SUS	page 118
ESRS S2	S2-1	18	Policies related to value chain workers	x				SUS	page 118
ESRS S2	S2-1	19	Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines	x		x			page 119
ESRS S2	S2-1	19	Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8			x			page 119
ESRS S2	S2-4	36	Human rights issues and incidents connected to its upstream and downstream value chain	x					page 120
ESRS S3	S3-1	16	Human rights policy commitments	x					Not material
ESRS S3	S3-1	17	Non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines	x		x			Not material
ESRS S3	S3-4	36	Human rights issues and incidents	x					Not material
ESRS S4	S4-1	16	Policies related to consumers and end-users	x					Not material
ESRS S4	S4-1	17	Non-respect of UNGPs on Business and Human Rights and OECD guidelines	x		x			Not material
ESRS G1	G1-1	10b	United Nations Convention against Corruption paragraph 10 (b)	x				SUS	page 123
ESRS G1	G1-1	10d	Protection of whistle- blowers paragraph 10 (d)	x				SUS	page 123
ESRS G1	G1-4	24a	Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a)	x		x		SUS	page 127
ESRS G1	G1-4	24a	Standards of anti- corruption and anti- bribery paragraph 24 (b)	x				SUS	page 127

*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements;

132

Green Finance

Report

Note: This section is not required for compliance with EU CSRD

133

Cadeler and Green Finance

Green Loan Facilities

Green finance instruments are issued to finance or refinance eligible green projects, in whole or in part, that

promote the transition towards a low-carbon and climate-resilient society.

The green financing is supported by the Cadeler Green Finance Framework, rated Medium Green by S&P

Global in a Second Party Opinion in December 2023.

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 publishes a Green Finance Report on the Company website,

either as a separate document or as information integrated in the Company’s annual sustainability

reporting. The Green Finance Report includes an Allocation Report and an Impact Report and is published

annually as a part of the Annual Report. If any change is made to the location of reporting in future years, a

statement will be included in the Annual Report.

Impact Reporting

Impact reporting aims to disclose the environmental impact of the Green Projects financed under this

Framework, and will, where possible, be measured, otherwise estimated. Impact reporting will, to some

extent, be aggregated and depending on data availability, calculations will be made on a best intention

basis.

Allocation Reporting

Cadeler publishes an annual allocation report as long as there are green finance instruments outstanding.

Cadeler intends to produce an annual statement including the following information: the amounts allocated

to each of the Green Project categories 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 Finance

Instruments outstanding and the split between Green Bonds and Green Loans, and the amount of net

proceeds awaiting allocation to Green Projects (if any).

134

Green Company Financing

As at 31 December 2025, all corporate facilities of the Group qualify as Green Finance Instrument under

Cadeler’s Green Finance Framework. Please refer to Note 25 of Financial Statements for further details on

each facility. An externally verified Compliance Certificate, outlining alignment with the Green Company

Eligibility Criteria, will be shared with the relevant lenders.


Company Impact Report - Key Performance Indicators	Unit	2025	2024
Number of installed offshore wind turbine foundations	number	0	0
Number of installed offshore wind turbines	number	245	186
Number of serviced offshore wind turbines	number	56	9
Installed power generation capacity	MW	3,370	2,130
Serviced power generation capacity	MW	594	114
GHG emissions from offshore wind installation activities - Scope 1 emissions	tCO2e	115,939	64,000
Scope 1 emissions (tCO2e) per MW installed or serviced	tCO2e/MW	29.3	28.9


Green Loan Criteria/Company Eligibility Criteria	2025	2024
Share of annual revenue from renewable energy projects	100%	100%
Share of annual revenue from new/existing oil and gas installations	0%	0%
Share of CapEx and OpEx aligned with the green project categories of the Green Finance Framework	100%	100%

135

Green Project Financing

As of 31 December 2025, all vessel facilities of the Group qualify as

Green Finance Instrument, and the underlying assets as Green

Project, under Cadeler’s Green Finance Framework.

Please refer to Note 25 of Financial Statements for further details on

each facility.

For Green Project Financing, an independent auditor appointed by

Cadeler provides on an annual basis a limited assurance report

confirming that an amount equal to the net proceeds from such

Green Finance Instruments have been allocated to Green Projects.

Impact Report

The un-utilised Green facilities are financing for vessels that are not

yet in operation. Once Wind Ace is in operation, Cadeler will also

provide a report on the impacts of this vessel, as needed, directly to

the relevant lenders.

136

Green Project Financing


											2025
Allocation Report							Allocation Project Category
Debt Issue	Issued	Maturity	Proceeds	Proceeds allocated	To be allocated	Utilised	Installation/ maintenance vessels	Key enabling equipment	Weather stations	Waste and wastewater management	Project funded
Senior Secured Green Term Loan Facility	22/12/2023	12 y	425m	425m	0m	421m	100%				Wind Peak and Wind Pace
Senior Secured Green Term Loan Facility	16/08/2024	12 y	420m	420m	0m	420m	100%				Wind Maker and Wind Mover
Senior Secured Green Term Loan Facility	21/03/2025	12 y	525m	525m	262.5m	262.5m	100%				Wind Ally and Wind Ace
Facilities agreement	22/05/2025	30/04/2026	150m	(repaid)	(repaid)	(repaid)	100%				Wind Keeper initial acquisition
Green Term loan facilities	21/07/2025	5 y	125m	125m	0m	125m	100%				Wind Keeper

137

Financial Statements


Consolidated Financial Statements	138
Notes to the Consolidated Financial Statements	144
Parent Company Financial Statements	211
Notes to the Parent Company Financial Statements	216
Statement by Management	232
Independent Auditor's Reports	234
Forward-looking Statements	245
Alternative Performance Measures	247

138

Consolidated

Financial

Statements

139

Consolidated Statement of Profit or Loss and Other

Comprehensive Income


EUR'000	Note	2025	2024	2023
Revenue	3	620,354	248,738	108,622
Cost of sales	4	(236,755)	(124,228)	(59,858)
Gross profit		383,599	124,510	48,764
Net other operating income and expenses	5	8,770	2,035	137
Administrative expenses	4	(74,626)	(57,101)	(34,458)
Operating profit		317,743	69,444	14,443

Financial income	9	7,498	5,233	1,541
Financial expenses	9	(37,377)	(7,200)	(4,486)
Profit before income tax		287,864	67,477	11,498

Income tax credit/expense	10	(7,680)	(2,408)	—
Profit for the period		280,184	65,069	11,498
Profit for the period attributable to:
Equity holders of the parent	11	280,184	65,069	11,498


Earnings per share
Basic, profit/(loss) for the period attributable to ordinary equity holders of the parent (EUR per share)	11	0.80	0.19	0.06
Diluted, profit/(loss) for the period attributable to ordinary equity holders of the parent (EUR per share)	11	0.79	0.19	0.06


EUR'000	Note	2025	2024	2023
Other comprehensive income/loss
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations		—	34,105	(6,724)
Cash flow hedges - changes in fair value	24	(5,003)	13,079	(18,505)
Cash flow hedges - items recycled	24	(2,582)	1,527	(776)
Cash flow hedges - cost of hedging	24	(5,708)	8,752	(3,621)
Other comprehensive (loss)/income after tax		(13,293)	57,463	(29,626)
Total comprehensive income/loss for the period, net of tax		266,891	122,532	(18,128)
Total comprehensive income/loss attributable to:
Equity holders of the parent		266,891	122,532	(18,128)

140

Consolidated Balance Sheet


EUR'000	Note	2025	2024	2023
Intangible assets	12	19,432	18,190	16,947
Property, plant and equipment	13	2,937,060	1,712,266	1,085,632
Right-of-use assets	14	12,598	10,337	973
Leasehold deposits		1,141	1,014	1,220
Derivative assets	23 , 24	2,419	6,593	338
Other non-current assets	17	54,069	7,211	—
Total non-current assets		3,026,719	1,755,611	1,105,110
Inventories	15	3,540	1,039	1,836
Trade and other receivables	16	139,029	62,986	30,552
Contract assets	16	81,923	37,609	8,880
Prepayments	17	13,523	16,643	9,562
Current derivative assets	23 , 24	263	11,875	—
Current income tax receivable		—	—	12
Cash and cash equivalents	18	151,679	51,253	96,608
Total current assets		389,957	181,405	147,450
Total assets		3,416,676	1,937,016	1,252,560


EUR'000	Note	2025	2024	2023
Share capital	22	47,144	47,144	41,839
Share premium		1,099,495	1,099,495	952,858
Treasury shares		(2,999)	(1,283)	—
Reserves		18,423	29,180	(28,283)
Retained earnings / (accumulated losses)		341,613	59,358	(7,373)
Total equity		1,503,676	1,233,894	959,041
Provisions	20	—	—	4,813
Lease liabilities	14	12,482	9,697	392
Deferred tax liabilities	10 , 21	13,256	11,972	10,191
Deferred revenue	3	30,901	1,747	1,778
Debt to credit institutions	23	1,494,623	539,854	204,773
Derivative liabilities	23 , 24	10,654	16,205	17,957
Total non-current liabilities		1,561,916	579,475	239,904
Trade and other payables	20	98,208	43,595	32,636
Current provisions	20	—	841	2,086
Payables to related parties	27	272	223	162
Deferred revenue	3	128,716	45,590	12,103
Current lease liabilities	14	1,057	1,274	601
Current income tax liabilities		3,638	752	1,224
Current debt to credit institutions	23	116,131	31,163	799
Current derivative liabilities	23 , 24	3,062	209	4,004
Total current liabilities		351,084	123,647	53,615
Total liabilities		1,913,000	703,122	293,519
Total equity and liabilities		3,416,676	1,937,016	1,252,560

141

Consolidated Statement of Changes in Equity


				Reserves
EUR'000	Share capital	Share premium	Treasury shares	Hedging reserves	Cost of hedging reserves	Foreign currency translation reserve	(Accumulated losses)/ retained earnings	Total
2025
Beginning of financial year	47,144	1,099,495	(1,283)	(3,332)	5,131	27,381	59,358	1,233,894
Profit for the year	—	—	—	—	—	—	280,184	280,184
Other comprehensive income for the year, net of tax	—	—	—	(7,585)	(5,708)	—	—	(13,293)
Total comprehensive income for the year, net of tax	—	—	—	(7,585)	(5,708)	—	280,184	266,891
Transfer of cash flow hedge reserve to property, plant and equipment	—	—	—	2,536	—	—	—	2,536
Treasury shares	—	—	(1,716)	—	—	—	—	(1,716)
Share-based payments	—	—	—	—	—	—	2,071	2,071
End of financial year	47,144	1,099,495	(2,999)	(8,381)	(577)	27,381	341,613	1,503,676

2024
Beginning of financial year	41,839	952,858	—	(17,938)	(3,621)	(6,724)	(7,373)	959,041
Profit for the year	—	—	—	—	—	—	65,069	65,069
Other comprehensive income for the year, net of tax	—	—	—	14,606	8,752	34,105	—	57,463
Total comprehensive profit for the year, net of tax	—	—	—	14,606	8,752	34,105	65,069	122,532
Capital increase February 2024	5,301	149,567	—	—	—	—	—	154,868
Costs incurred in connection with February 2024 capital increase	—	(3,014)	—	—	—	—	—	(3,014)
Capital increase June 2024	4	84	—	—	—	—	—	88
Treasury shares	—	—	(1,283)	—	—	—	—	(1,283)
Share-based payments	—	—	—	—	—	—	1,662	1,662
End of financial year	47,144	1,099,495	(1,283)	(3,332)	5,131	27,381	59,358	1,233,894

142

Consolidated Statement of Changes in Equity

Continued from previous page


				Reserves
EUR'000	Share capital	Share premium	Treasury shares	Hedging reserves	Cost of hedging reserves	Foreign currency translation reserve	(Accumulated losses)/ retained earnings	Total
2023
Beginning of financial year	26,575	509,542	—	1,343	—	—	3,108	540,568
Profit for the year	—	—	—	—	—	—	11,498	11,498
Other comprehensive income for the year, net of tax	—	—	—	(19,281)	(3,621)	(6,724)	—	(29,626)
Total comprehensive profit for the year, net of tax	—	—	—	(19,281)	(3,621)	(6,724)	11,498	(18,128)
Registration of new shares in relation to business combination	15,264	450,271	—	—	—	—	—	465,535
Costs incurred in connection with listing	—	(6,955)	—	—	—	—	—	(6,955)
Changes from business combination	—	—	—	—	—	—	(23,113)	(23,113)
Share-based payments	—	—	—	—	—	—	1,134	1,134
End of financial year	41,839	952,858	—	(17,938)	(3,621)	(6,724)	(7,373)	959,041

143

Consolidated Statement of Cash Flows


EUR'000	Note	2025	2024	2023
Cash flow from operating activities
Profit/(loss) for the period		280,184	65,069	11,498
Adjustments of non-cash items	19	132,403	60,137	31,709
Changes in working capital	19	(16,591)	(33,650)	20,174
Income tax paid		(3,510)	(1,747)	2
Interest received		1,714	3,292	—
Net cash provided by operating activities		394,200	93,101	63,383
Cash flow from investing activities
Cash acquired in a business combination, net		—	—	10,403
Additions to property, plant and equipment	13	(1,235,673)	(615,542)	(66,899)
Disposal of property, plant and equipment		—	—	1,800
Movements in other non-current assets	17	(26,858)	(7,211)	—
Additions to intangible assets		(1,506)	(410)	(31)
Leasehold deposits		(127)	206	—
Net cash used in investing activities		(1,264,164)	(622,957)	(54,727)


EUR'000	Note	2025	2024	2023
Cash flow from financing activities
Principal repayment of lease liabilities		(2,073)	(1,961)	(569)
Interest paid		(56,471)	(19,689)	(7,143)
Proceeds from borrowing net of bank fees	23	1,309,206	365,975	199,935
Proceeds from issue of share capital		—	154,956	—
Transactional costs on issues of shares		—	(3,014)	(6,955)
Repurchase of treasury shares		(1,716)	(1,283)	—
Bank charges		(1,975)	(2,368)	—
Repayment of loan	23	(279,281)	(10,630)	(115,000)
Net cash provided by financing activities		967,690	481,986	70,268

Net (decrease)/increase in cash and cash equivalents		97,726	(47,870)	78,924
Cash and cash equivalents at beginning of the period		51,253	96,608	19,012
Effect of exchange rate on cash and cash equivalents		2,700	2,515	(1,328)
Cash and cash equivalents at end of the period		151,679	51,253	96,608

144

Notes to the

Consolidated

Financial

Statements

145

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, Denmark. The Company is listed

on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock

Exchange (ticker: CADLR).

The Group is a global leader in offshore wind installation, operations,

and maintenance services headquartered in Copenhagen, Denmark.

The Group owns ten offshore jack-up Wind Turbine Installation

Vessels (WTIVs): Wind Orca, Wind Osprey, Wind Scylla, Wind Zaratan,

Wind Peak, and five vessels added during 2025, Wind Pace, Wind

Maker, Wind Keeper, Wind Ally and Wind Mover, the last of which

was delivered in December 2025. 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 are composed of

the Financial Statements of Cadeler A/S and its subsidiaries (which

are wholly owned by the Parent Company Cadeler A/S). For further

information on the subsidiaries of Cadeler A/S please refer to Note

29.

146

Note 2

Basis of Presentation and other significant accounting policies

2.1. Basis for preparation

The consolidated financial statements included in this Annual Report

have been prepared in accordance with IFRS Accounting Standards

(IFRS) as issued by the International Accounting Standards Board

(IASB) and as endorsed by the EU, as well as further requirements in

the Danish Financial Statements Act.

The preparation of these consolidated financial statements in

conformity with IFRS requires 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 statements are further described in Note

2.4.

The consolidated financial statements are presented in euros and all

values are rounded to the nearest thousand, except when otherwise

indicated.

The accounting policies set out in the notes have been applied

consistently in the preparation of the consolidated financial

statements for all the years presented unless stated otherwise below.

Comparative figures

In December 2023, Cadeler and Eneti merged, and from this point in

time the consolidated figures comprised Cadeler A/S and its

subsidiaries and Eneti and its subsidiaries (which are wholly owned by

the Group). Therefore the activity of the Group is not fully

comparable between 2025, 2024 and 2023. For further information

on the subsidiaries of Cadeler A/S please refer to Note 29.

Materiality

Our Annual Report is structured around the principle of materiality,

focusing on information that holds relevance for the users of the

consolidated financial statements. These consolidated financial

statements encompass numerous transactions, which are grouped

into categories based on their nature or function. These categories

are then presented in the consolidated financial statements as

required by IFRS. When individual items are deemed immaterial, they

are combined with other similar items in either the consolidated

financial statements or the accompanying notes.

In line with IFRS guidelines we include the necessary disclosures,

unless the information is considered immaterial to the economic

decision-making of the users or is not applicable in the context of the

consolidated financial statements.

Going concern assessment

The Company’s Board of Directors and Executive Directors, have at

the time of approving the consolidated financial statements, assessed

that the Group has adequate resources to continue as a going

concern for at least 12 months after the balance sheet date.

Thus, the Group continues to adopt the going concern basis of

accounting in preparing the consolidated financial statements.

147

Note 2

Basis of Presentation and other significant accounting policies

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 required to prepare

its official Annual Report in the XHTML format and to tag the main consolidated 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 the required technical files, all included in a ZIP file named cadeler-2025-12-31-en.zip.

As such, the Annual Report is both human- and machine-readable.

A separate assurance report on the iXBRL tagging of the consolidated financial statements is issued by

Cadeler's independent auditors and included on page 252. For general use, a PDF version of the Annual

Report is published in line with previous years.

2.2. General accounting policies

This section introduces accounting policies and significant accounting estimates and judgements. A more

detailed description of accounting policies and significant estimates and judgements related to specific

reported amounts is presented in the respective notes. The purpose is to provide transparency on the

disclosed amounts and to describe the relevant accounting policy, significant estimates and numerical

disclosure for each note.

Note 3 - Revenue recognition (including Deferred revenue)

Note 4 - Cost of sales and administrative expenses

Note 5 - Net other operating income and expenses

Note 6 - Employee compensation

Note 7 - Long term incentive programmes

Note 9 - Financial income and expenses

Note 10 - Income taxes

Note 11 - Earnings per share (EPS)

Note 12 - Intangible Assets (including Goodwill)

Note 13 - Property, plant and equipment (including Borrowing costs and Impairment of non- financial assets)

Note 14 - Right-of-use assets and lease liabilities

Note 15 - Inventories

Note 16 - Trade and Other Receivables

Note 18 - Cash and cash equivalents

Note 20 - Provisions, Trade and other payables

Note 22 - Issued Share capital

Note 23 - Lease liabilities

Note 24 - Derivatives and hedge accounting

Note 25 - Financial liabilities

Note 26 - Business combinations

148

Note 2

Basis of Presentation and other significant accounting policies

Continued from previous page

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 enterprise. 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 wholly

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.

Currency translation

The financial statements are presented in euro (EUR), which is also

the functional currency 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.

As of 1 January 2025, all entities of the former Eneti Group have

changed their functional currency from USD to EUR. The change is

driven by Cadeler’s acquisition of the former Eneti Group at the end

of 2023 followed by changes to the financing, organisation and

activities whereby it is Management’s assessment that the primary

economic environment in which each of the entities operates has

changed to be mainly denominated in EUR. Accordingly,

management has determined that EUR is the new functional currency

that will most faithfully reflect the underlying transactions, events and

conditions relevant to the entities following the acquisition. The

amount recognised in other comprehensive income is not reclassified

to profit or loss until disposal of the operation.

As some of the Group entities are conducting business in an

international environment, management has applied judgement to

determine the primary economic environment considering that the

underlying transactions, events and conditions.

Transactions in a currency other than the EUR (“foreign currency”) are

translated into EUR using the exchange rates at the dates of the

transactions. Foreign exchange differences 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 statement of profit or loss within financial income or

financial expenses.

Other reserves and retained earnings

Other reserves include hedging reserves, cost of hedging reserves,

and foreign currency translation reserves. Hedging reserves reflect

the changes in the fair value of derivative financial instruments

designated as cash flow hedges. Cost of hedging reserves include the

time value of options and other costs associated with hedging

activities. Foreign currency translation reserves include the cumulative

translation adjustments (CTA), which arise from the conversion of the

financial statements of foreign operations into the reporting currency.

Retained earnings include results from previous periods, changes to

equity arising from business combination purchase price, and share-

based payments.

Statement of cash flows

The statement of cash flows shows the Group’s cash flows for the

year, classified as 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 outflows.

149

Note 2

Basis of Presentation and other significant accounting policies

Continued from previous page

Cash flows from operating activities

Cash flows from operating activities are stated as the profit or loss for

the year adjusted for non-cash operating items such as depreciation,

changes in working capital and income tax paid or received. Working

capital includes current assets less current liabilities, excluding cash

and cash equivalents and interest income.

Cash flows from investing activities

Cash flows from investing activities comprise cash flows from the

acquisition and sale of non-current assets and businesses. Cash flows

from restricted cash are presented within investing activities.

Cash flows from financing activities

Cash flows from financing activities comprise cash flows from

instalments on lease liabilities, and interest paid as well as proceeds

from the issue of shares, restricted cash, treasury shares and debt as

well as the prepayment of borrowings.

2.3. Changes in accounting policies and disclosures

2.3.1. New accounting policies and disclosures

The Group has adopted standards and interpretations effective as of

1 January 2025. Adoption of new, amended standards and

interpretations had no material impact on the Group’s consolidated

financial statements.

2.3.2. Standards issued but not yet effective

IASB has issued several new and amended accounting standards

(IFRS) and interpretations (IFRS IC). The Group has assessed these

new and amended accounting standards and interpretations, and

does not anticipate any of them to have any material impact on

recognition or measurement in the consolidated financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements, which

was issued in April 2024, becomes effective for reporting periods

beginning on or after 1 January 2027 and replaces IAS 1 Presentation

of Financial Statements.

The implementation will affect the presentation of the consolidated

statement of profit or loss with the introduction of specified

categories and specified sub totals. The changed presentation will

result in certain items being classified differently, such as foreign

exchange adjustments and interest income. These items will be

classified in the category as the related income and expense arise,

e.g. foreign exchange adjustments related to accounts payables or

receivables will be classified in the operating category and interest

income and foreign exchange adjustments arising from cash and

cash equivalents will be classified in the investing category. The

reported net results will not be affected. The implementation is also

expected to impact the presentation of statement of financial

position with goodwill being presented as a separate line item, the

starting point of the statement of cash flows changing to operating

profit or loss and the disclosures related to management defined

performance measures (MPM).

The Group is currently working to further identify and analyse the

implications on the consolidated financial statements. Our

interpretation of the application may evolve as additional guidance

will become available.

The Group expects to adopt the accounting standards and

interpretations as they become mandatory.

2.4. 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 revenue, expenses,

assets and liabilities, 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 assets or liabilities affected in future

periods.

The key assumptions concerning the future and other key sources of

estimation uncertainty 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 described

below. The Group has based its assumptions and estimates on

parameters available when the consolidated financial statements

were authorised for issuance. Existing circumstances and assumptions

about future developments, however, may change due to market

changes or circumstances that are beyond the control of the Group.

Such changes are reflected in the assumptions when they occur.

150

Note 2

Basis of Presentation and other significant accounting policies

Continued from previous page

Material estimates

Useful life of vessels

The estimation made regarding the useful life of the O-class 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 WTIV and comparable vessels. The

useful life of the vessels is estimated at 25 years.

In 2020, the Group acquired the above mentioned vessels which had

already been in use for eight years. Therefore, the remaining useful

life of these vessels is estimated at 17 years for all components except

the jacking system and the main crane. These components have a

remaining useful life of three years from the acquisition of the vessels.

In 2024, the main crane of these vessels underwent an upgrade. The

old main crane was disposed of, and the new main crane was

capitalised, with its useful life set to align with the remaining useful

life of the vessels.

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, depends on

initial delivery. Therefore, their remaining useful lives at acquisition

date were assessed to be 17 and 14 years respectively, and all

components will have the same useful life. Depreciation will be

calculated over the remaining useful life of these vessels.

The estimation made regarding the useful life of New Builds has been

based on an internal technical analysis based on the technical

specification of the vessel and validated by an external expert. The

useful life of each New Build Vessel is estimated at 25 years.

The residual value, useful life, and methods of depreciation of

property, plant, and equipment are reviewed at each financial year

end and adjusted accordingly, if appropriate. No changes were made

during 2025. For further information, refer to Note 13.

Income tax

Pillar Two tax effects

In October 2021, more than 130 countries agreed on a two-pillar

approach to reform the international tax system. The Pillar Two rules

are designed to ensure that multinational corporations with EUR 750

million or more in annual revenue pay a minimum effective corporate

tax rate of 15% on income received in each jurisdiction in which they

operate.

The principal jurisdictions in which the Group may be exposed to

additional taxation under Pillar Two include Denmark, the United

Kingdom, and Cyprus, all of which have enacted legislation

implementing these rules. However, this legislation does not currently

apply to the Group, as its consolidated revenue is lower than EUR 750

million.

The Group continues to assess and monitor the potential future

impact of the Pillar Two rules on its business. Based on the Group’s

initial assessment, a portion of its future income in these jurisdictions

may be subject to top-up tax under the new rules, noting that

international shipping income is excluded from the calculation of

GloBE income under Pillar Two, and certain other exclusions may also

apply.

151

Note 2

Basis of Presentation and other significant accounting policies

Continued from previous page

Impairment of non-financial assets

Management is responsible for the identification of internal and

external indicators of impairment related to non-financial assets. If an

indicator of impairment is identified, assessment of whether an

impairment test is required will be conducted.

The recoverable amount depends on the fair value less cost of

disposal, and the value in use which is impacted by 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 12.

Material judgements

Identification of CGU for the purpose of goodwill impairment

For the purpose of goodwill impairment, management has assessed

that Cadeler has two cash generating units (CGUs), consisting of:

•the transport and installation of wind turbine generators

and foundation installation vessels (WTGFIVs) and

•O&MV

The wind turbine generators and foundations vessels (WTGFIV) CGU

is comprised of the Cadeler vessel class covering the O-Class, P-Class,

M-Class and A-Class and Wind Scylla vessels, which are largely

interchangeable, and the cash flows generated by them are

interdependent. These vessels are operated collectively, employed

interchangeably, and actively managed to meet the needs of our

customers in that market. The O&M CGU is comprised of the two

vessels Wind Zaratan and Wind Keeper, which have different

specifications and generate cash flows that are independent and

separable from the other vessels.

Revenue recognition

Judgement is applied when determining whether a contract contains

one or more performance obligations. Judgement is applied as

complexities arise when multiple types of promises to the customer

are bundled.

Evaluating the criteria for revenue recognition requires

management's judgement to identify and assess the performance

obligations within a contract. This includes assessing the nature of

performance obligations and whether they are distinct or should be

combined with other performance obligations to determine whether

the performance obligations are satisfied over time or at a point in

time.

In contracts where multiple activities are bundled, judgement is

applied in the determination of the most appropriate recognition

method and the most appropriate measure of progress. Both

judgements have a primary impact on the timing and amount of

revenue to be recognised.

152

Note 2

Basis of Presentation and other significant accounting policies

Continued from previous page

Evaluating the application of the criteria for revenue recognition for

contracts with customers requires management's judgement to

assess and determine the following:

•Identification of performance obligations within the

contract, including assessing their nature and determining

whether they are distinct or should be combined, as well as

whether they are satisfied over time or at a point in time.

•Determination of the transaction price, including an

assessment of variable consideration in the contract.

•In contracts where multiple performance obligation are

bundled, the allocation of the transaction price to

performance obligations in order to determine the stand-

alone selling price of each performance obligation identified

in the contract using key assumptions that may include

observable market inputs and expected margin in the

activities.

Macroeconomic factors and climate risks

As part of its commitment to transparency and risk management,

Cadeler recognises the significance of macroeconomic factors and

climate risks in financial evaluations. These factors are integral to

assessing the useful lives and residual values of assets and

conducting Discounted Cash Flow (DCF) analyses for impairment

testing. Operating within the offshore wind installation sector,

Cadeler’s fleet supports the energy transition, a key driver of long-

term demand.

Management has evaluated climate-related risks, including regulatory

developments, technological advancements, and market shifts, and

does not currently identify indicators requiring changes to the

Group’s depreciation assumptions, residual values, or impairment

outlook. The Group’s vessels are designed to accommodate evolving

industry requirements, mitigating the risk of obsolescence from

climate policies or emissions regulations.

Cadeler’s assessment considers potential financial impacts of climate-

related risks, including operational disruptions from extreme weather,

supply chain vulnerabilities, and shifting industry standards. While

climate risks could influence project timing or infrastructure

investments, there is no evidence suggesting a material impact on

asset valuations. The useful life of the Group’s vessels is reviewed

regularly considering emerging industry trends, and current market

conditions support the expectation that our assets will continue to

generate economic benefits as planned. Additionally, ongoing

investments in modern, upgradeable vessels enhance adaptability to

future regulatory changes, further supporting our financial

assumptions.

Beyond climate risks, Cadeler monitors broader macroeconomic

conditions, including inflationary pressures, interest rate fluctuations,

and geopolitical uncertainties that may impact operations. The

international macroeconomic situation is currently characterised by

material uncertainty, mainly due to the elevated levels of public debt

in many of the leading global economies, increasing interest and

inflation rates, the war in Ukraine, the imposition of sanctions against

Russia, conflict in the Middle East, European energy crises and global

supply-chain constraints. Over the past year, the sector has

experienced continued negative sentiment and political headwinds in

the United States. The energy sector remains subject to volatility due

to regulatory shifts, oil prices and economic developments, and we

remain proactive in integrating these factors into financial

evaluations. Through continuous assessment and review, we ensure

that our accounting policies reflect a comprehensive understanding

of macroeconomic and climate-related risks, maintaining a robust

approach to financial reporting and impairment analyses. For further

information on the risks to which Cadeler is exposed, refer to the

Financial review.

153

Note 3

Revenue

The Group is a leading supplier to the offshore wind industry,

specialising in T&I and O&M services rendered to customers in Europe,

Asia, and the United States. The Group owns and operates the world's

largest, most advanced, and most flexible fleet of wind turbine transport

and installation vessels.The Group’s revenue is dependent on project

contracts and vessel charters for the employment and utilization of the

vessels. The customers are typically major project developers or energy

companies that operate globally, and the current order backlog spans a

number of years. Refer to separate information on major customers and

order backlog below. The Group has operated nine vessels compared

to five operating vessels in 2024. The increase in the number of

operating vessels in 2025 compared to 2024 is the main driver for

increased revenue.

The Group derives its revenue from fees charged to our customers for

the use of our vessels and related services. The Group’s contracts with

customers comprises the following main revenue generating activities:

Time-charter activities represents revenue earned from time charter

contracts and time charter related activities. Revenue from time

charter hire services are contracts with customers where the Group

utilizes its vessels, equipment and crew to deliver a service to the

customer normally based on either a fixed day rate or milestone

deliverables. Contracts may also include other promises such as

mobilization and demobilization, provision of bunker services,

catering and accommodation.

Transportation and installation activities (T&I) represents contracts

with customers where the Group utilises its vessels, equipment and

crew to perform the transportation and installation of offshore wind

turbine foundations as well as heavy lifting operations,

decommissioning and planning and engineering.

Other revenue represents cost recharges and other personnel

services revenue, as well as early termination fees by customers.

154

Note 3

Revenue

Continued from previous page

Disaggregation of revenue from contracts with customers by activity

The following table provides information about disaggregated revenue.


EUR'000	2025	2024	2023
Revenue disaggregation
Time charter services and transportation and installation services	490,454	226,545	99,841
Other revenue, including fees earned for early termination of contracts by customers	129,900	22,193	8,781
Total revenue	620,354	248,738	108,622

Balance of other revenue primarily includes fees earned for early termination of contracts by customers in

2025 includes the receipt of termination fees under a Long-Term Agreement (LTA).

We have determined that our contracts - in general - contain a lease component and, therefore, we

separately disclose revenues associated with the lease and service components of our contracts. For the

year ended 31 December 2025, the lease component, included within time charter services and

transportation and installation services, amounts to EUR 194 million (2024: EUR 85 million; 2023: EUR

79 million). The lease component is calculated by applying the estimated bareboat charter day-rate to the

on-hire days.

Operating segments and geographical information

Operating segments

The Group’s nine windfarm installation vessels (WFIVs) operate in a global market and are often redeployed

to different regions due to changing customers or contracts. Accordingly, the Group reports its operations

as a single reportable segment.

Geographical revenue split

The following table presents financial information by country and region based on the location of the

service provided. Individual countries are shown if they are above 10% of revenue.


EUR'000	2025	2024	2023
Total revenue by country and region
Denmark	102,466	51,071	5,431
UK	131,679	68,511	48,880
Germany	60,439	—	—
Poland	58,512	—	—
Rest of Europe	3,575	4,983	54,311
Europe	356,671	124,565	108,622
United States	140,612	87,958	—
Americas	140,612	87,958	—
Taiwan	123,071	36,215	—
Asia	123,071	36,215	—
Total Revenue	620,354	248,738	108,622

155

Note 3

Revenue

Continued from previous page

Major customers

For the year ended 31 December 2025, revenue from 3 customers each exceeded 10% of total revenue. The

revenue derived from these three customers was EUR 312 million, EUR 110 million, EUR 72 million respectively.

For the year ended 31 December 2024, revenue from four customers each exceeded 10% of total revenue.

The revenue derived from these four customers was EUR 60 million, EUR 58 million, EUR 56 million and

EUR 36 million respectively.

For the year ended 31 December 2023, revenue from 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.

Non-current assets by geography

The Company’s non-current assets (excluding derivatives) are based on domicile of the legal entity

ownership in the following countries/regions:


EUR'000	2025	2024	2023
Non-current assets (excluding derivatives) by country and region
Denmark (country of domicile)	395,881	491,463	430,878
UK	1,158,396	499,070	369,594
Cyprus	1,346,002	663,174	217,788
Rest of Europe	679	—	—
Total Europe	2,900,958	1,653,707	1,018,260
Japan	81,780	88,083	86,484
Taiwan	740	2	26
Total Asia	82,520	88,085	86,510
United States	—	14
Total	2,983,478	1,741,806	1,104,770

156

Note 3

Revenue

Continued from previous page

Contract backlog

The Group's order backlog including options as of 31 December 2025

amounts to EUR 2.8 billion (2024: EUR 2.3 billion; 2023: EUR

1.7 billion). EUR 846 million of the backlog pertains to contracts that

management expects to recognise in 2026, if all options are

exercised.

The Group's order backlog excluding options as of 31 December 2025

amounts to EUR 2.4 billion (2024: EUR 1.9 billion; 2023: EUR

1.4 billion).

Contract backlog for firm orders (as of reporting date)

The following table presents the aggregate amount of the revenues

expected to be realized in the future from partially or fully unsatisfied

performance obligations as we perform under the contracts. We

disclose both the value of firm contracts and a contract backlog

including options (non-GAAP measure). The values includes all new

contracts signed at the reporting date:


EUR million	Within 1 year	After 1 year	Total
Contract Backlog
Firm, excluding options	764	1,627	2,391
Options considered as contingent considerations for revenue recognition purposes	41	146	187
Options not considered as contingent considerations for revenue recognition purposes	41	146	187
Total as of 31 December 2025	846	1,919	2,765
Firm, excluding options	372	1,534	1,906
Options considered as contingent considerations for revenue recognition purposes	28	187	215
Options not considered as contingent considerations for revenue recognition purposes	28	187	215
Total as of 31 December 2024	428	1,908	2,336
Firm, excluding options	176	1,201	1,377
Options considered as contingent considerations for revenue recognition purposes	16	163	179
Options not considered as contingent considerations for revenue recognition purposes	16	163	179
Total as of 31 December 2023	208	1,527	1,735

Total contract backlog represents estimated transaction price for unfulfilled performance obligations, including both fixed and variable

consideration. Options that are considered for revenue recognition purposes and options not considered for revenue recognition purpose,

represent 50% each of the variable portion of the backlog. Contract backlog excludes vessel reservation agreements. All contracts may be

subject to future modifications, and off-hire days, that might impact the amount and/or timing of revenue recognition.

157

Note 3

Revenue

Continued from previous page

Contract costs, assets and deferred revenue

Customers are typically invoiced monthly, when the vessels are on contract, with normal payment terms

between 30-60 days. 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.

Sometimes revenue is recognised for work performed prior to issuance of invoice to customer and it will be

reported as a contract asset. For more information about contract assets at the reporting period, refer to

Note 16. When the right to consideration is conditional only on the passage of time, the balance does not

meet the definition of a contract asset and is classified as an unbilled receivable. This typically arises where

the timing of the related billing cycle occurs in a period after the performance obligation is satisfied.

Deferred revenue relates to consideration received from customers for unsatisfied performance obligations.

Revenue will be recognised when the related services are provided to the customers, which is almost

entirely within 12 months.

Incremental costs of obtaining a contract and certain costs to fulfil a contract to be recognised as a

contract asset if certain criteria are met. Any capitalised contract assets are amortised on a systematic basis

that is consistent with the transfer of the related goods or services to the customer.


EUR'000	2025	2024	2023
Beginning of financial year	47,337	13,881	3,157
Acquisition of businesses	—	—	1,913
Deferred during the period	158,739	45,360	10,670
Recognised as revenue during the period	(46,459)	(11,928)	(1,859)
Exchange differences	—	24	—
Total deferred revenue at end of period	159,617	47,337	13,881
Current	128,716	45,590	12,103
Non-current	30,901	1,747	1,778

158

Note 3

Revenue

Continued from previous page

Accounting policies for revenue from contracts with

customers

We initially assess whether the contracts contain a lease component.

In general, we have determined that our contracts consist of a leasing

component (the element relating to hire of the vessel) and a service

component. These components are not treated or priced separately

in the contracts, nor does the Group offer either of the services

separately. The service component is within the scope of IFRS 15,

while the leasing component is within the scope of IFRS 16. The lease

components are classified as an operating lease, as such leases do

not cover a significant part of the economic life of the vessels and the

Group retains substantially all risks and rewards incidental to

ownership of the vessels. The leasing component is recognised as

revenue over time over the charter period. Prepayments from

customers for the leasing component are recognised as deferred

revenue.

Once the service component has been determined to be within the

scope of IFRS 15, the Group performs the following five steps on a

contract-by-contract basis: (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 Group satisfies a performance obligation.

Our contracts with customers are complex and normally contains

multiple types of promises to the customer. At contract inception,

judgement is performed when determining if a contract contains one

or more performance obligations. 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 from transportation and installation activities may,

depending on the contract, represent one or more performance

obligations. 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, Installation of

monopiles and secondary steel offshore, Storage and handling at

feeder port, and Warranty. While the contracts contain several

distinct promises, these are considered less interdependent and

interrelated and as such are considered multiple performance

obligations.

Revenue is generally recognised over time as the service is being

provided using a method, depending on what better depicts the

progress of each separate performance obligation, as detailed below:


Performance obligations in T&I contracts	Recognition of revenue	Measure of progress
Planning and engineering services to the customer.	Over time	Total costs incurred to date compared with total forecast costs at completion
Transportation of monopiles and secondary steel from supply port to feeder port	Over time	Total time spend compared with total forecast time
Storage and handling of the material used in the installation	Over time	Total time spend compared with total forecast time
Installation of monopiles and secondary steel offshore	Over time	Total time spend compared with total forecast time

While time-charter contracts contain several promises, these are

usually considered highly interdependent and highly interrelated and

as such considered as one single performance obligation recognised

over time applying a relevant measured of progress, usually output

method based on time.

The Group is sometimes providing bunker procurement services to

help customers ensure that sufficient bunker is available to operate

the vessels at the right time and in the right quality and quantity.

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 contract

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. The fees earned are recognized as revenue over

the service period.

Revenue is recognised when control of the services is transferred to

the customer at an amount that reflects the consideration to which

the Group expects to be entitled in exchange for those services.

Revenue is recognised in the amount of the transaction price that is

allocated to the respective performance obligations when (or as) the

performance obligation is satisfied.

Variable consideration, for example in respect of weather days and

extension of time, steel price or bunker price etc, 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 uncertainty associated with the variable

consideration is subsequently resolved.

The Group provides warranties for repair of defects which are

identified during the contract and within a defined period thereafter.

In general, all are assurance-type warranties, as defined within IFRS

15, which the Group recognises under IAS 37. Compensation

received, or receivable, for early termination are recognised as

revenue with deferral of an estimated value of any obligations to

standing ready for new engagements in the remaining contract

period.

159

Note 4

Operating Expenses


EUR'000	Note	2025	2024	2023
Cost of sales
Right-of-use asset depreciation	14	—	235	30
Insurance		6,268	2,754	1,573
Vessel depreciation	13	104,042	53,696	22,484
Impairment of property, plant and equipment	13	—	—	5,000
Seafarer payroll	6	50,088	32,285	15,921
Fuel and oil		7,928	2,976	711
Maintenance		17,878	7,886	5,121
Messing costs		5,270	2,948	1,448
Seafarer travel		11,634	7,110	2,835
Specific charter costs		30,512	10,776	4,052
Utilities		1,720	1,308	389
Other operating expenses		1,334	2,254	294
Tonnage tax		81	—	—
Total cost of sales		236,755	124,228	59,858


EUR'000	Note	2025	2024	2023
Administrative expenses
Depreciation and amortisation	12 , 13 , 14	3,549	2,522	534
Employee compensation	6	46,282	33,132	18,889
Repair and maintenance expenses		3,449	3,020	1,123
Legal and professional fees		9,087	7,576	2,122
Transaction costs		—	—	7,707
Rental expenses		2,484	1,757	751
Travel expense		2,393	1,988	985
Marketing and entertainment expenses		968	1,283	602
Other expenses		6,414	5,823	1,745
Total administrative expenses		74,626	57,101	34,458

Transaction costs in 2023 include all costs related to the business combination with Eneti, such as advisory,

legal and consulting fees, which are included in administrative expenses.

160

Note 4

Operating Expenses

Continued from previous page

Accounting policies

Cost of sales and administrative expenses

Cost of sales consists of expenses directly attributable to the Group’s core activities, including seafarers

payroll, vessel depreciation, and the operation and maintenance of vessels.

Administrative expenses, which include administrative staff costs, share-based compensation, management

costs, office expenses, business combination transaction costs and other administration-related expenses,

are expensed as they are incurred.

Auditor remuneration

Administrative expenses include fees to the auditors appointed by the shareholder at the Annual General

Meeting:


EUR'000	2025	2024	2023
Statutory audit	1,748	2,016	474
Other assurance services	34	264	1,608
Tax services	25	9	2
Other services	—	22	606
Total	1,807	2,311	2,690

Statutory audit services consist of fees for professional services rendered by Ernst & Young for the audit of

the annual consolidated financial statements and services that are provided by the auditor in connection

with the statutory audit.

For 2025 and 2024, the fee includes services related to the issuance of audit report on the design and

operating effectiveness of the Company's internal controls over financial reporting (SOX404(b)).

Other assurance services consist of reviews of interim financial information and, for 2023, include PCAOB

re-audits for 2021 and 2022, as well as assurance reports in respect of pro forma financial information in

connection with regulatory filings.

Tax services consist of tax compliance services.

Other services consist of services provided for other permitted services, including fees for work performed

in connection with the US listing in December 2023.

161

Note 5

Net Other Operating Income and Expenses


EUR'000	Note	2025	2024	2023
Other operating income		8,770	2,286	3,000
Other operating expenses		—	(251)	(2,863)
Net other operating income and expenses		8,770	2,035	137

Other operating income and expenses for 2025 includes approximately EUR 5 million in accelerated

payments relating to the early termination of a contract for operations and advisory services.

Other operating income and expenses for 2024 primarily consist of management fees earned from the

operation of third-party vessels.

Other operating income and expenses for 2023 include the net gain from the sale of the main cranes and

spare parts of both O-class vessels. The contract 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 carrying amount of the main

crane had been written down, reflecting the value that was expected from the disposal of the assets. Thus,

an impairment loss of EUR 5 million was reflected in the statement of profit and loss. The Wind Osprey

main crane had been kept at its carrying amount since there was a gain from the disposal. The sale of both

main cranes was driven by the main crane upgrades to the O-class vessels.

Accounting policies

Other operating income and expenses, include transactions not related to the operations of the Group,

such as, gains and losses on the sale of non-current assets. Such transactions are generally recognised

when it is probable that the benefits and losses associated with the transaction will flow to the Company

and when the significant risks and rewards have been transferred to the buyer (generally when the

transaction is finalised).

162

Note 6

Employee Compensation

Onshore - presented within administrative expenses


EUR'000	Note	2025	2024	2023
Wages and Salaries		37,322	29,340	16,957
Employer's contribution to defined contribution plans		3,765	1,635	847
Share based payment expense	7	2,071	1,662	1,134
Other short-term benefits		3,124	495	611
Total onshore employee compensation		46,282	33,132	19,549
Average number of employees		307	242	113

In 2023, employee compensation includes EUR 660 thousand related to bonus paid, included in transaction

costs.

Accounting policies

Employee benefits are recognised as an expense, unless the cost qualifies for capitalisation as an asset.

Employee compensation includes wages and salaries, including compensated absence and pensions, as

well as other social security contributions made to the entity’s employees or public and government

authorities.

Offshore - presented within cost of sales


EUR'000	Note	2025	2024	2023
Wages and Salaries		46,008	30,043	14,056
Employer's contribution to defined contribution plans		3,557	2,059	1,124
Other short-term benefits		523	183	741
Total offshore employee compensation		50,088	32,285	15,921
Average number of employees		586	364	182

Total


EUR'000	Note	2025	2024	2023
Wages and Salaries		83,330	59,383	31,013
Employer's contribution to defined contribution plans		7,322	3,694	1,971
Share based payment expense	7	2,071	1,662	1,134
Other short-term benefits		3,647	678	1,352
Total employee compensation		96,370	65,417	35,470
Average number of full time employees		893	606	295
Number of employees at the end of the reporting period		1,073	659	570

163

Note 6

Employee Compensation

Continued from previous page

Eneti employees, both onshore and offshore, joined the Group by the end of December 2023. Thus, the

average number of full-time employees as of 2023 reflects the number of employees in Eneti divided by 12

months. Eneti had 99 onshore full time employees and 176 seafarers by the end of 2023.

Labour costs related to certain employees who are working on the management of the newbuilding

process have been capitalised. These capitalised costs amounted to EUR 7.8 million in 2025, EUR 2.7 million

in 2024 and EUR 1.1 million in 2023 and are recognised under assets under construction.

164

Note 7

Long Term Incentive Programmes

The following share-based long-term incentive programmes were in place as of 31 December 2025:

(i) In January 2022, the Executive Management and select employees were granted from 10,393 to 55,430

Restricted Share Units (RSU) which fully vested and were issued in July 2024. The total fair value of the RSU

allocation is calculated based on the Company's closing share price on Nasdaq Copenhagen A/S on the day

of grant, and the value is EUR 394 thousand (EUR3.3 per RSU). As the RSUs fully vested in 2024, there was

no expense recognised in profit and loss in the current year (EUR 53 thousand in 2024; EUR 143 thousand in

2023).

(ii) In January 2022, the Executive Management and select employees were granted from 10,393 to 55,430

Options in Cadeler shares, which fully vested in May 2024 and expire in April 2027. The strike price ranged

from NOK36.02 to NOK38.42, depending on the exercise period. The fair value of these options was EUR

160 thousand (EUR 1.3 per RSU) as determined at grant date using the Black-Scholes model. As these

options fully vested in 2024, there was no expense recognised in profit and loss in the current year (EUR

13 thousand in 2024; EUR 62 thousand in 2023).

(iii) In May 2022, the Executive Management and select employees were granted from 43,420 to 221,719

Options in Cadeler shares, which fully vested in May 2025 and expire in May 2028. The strike price is

NOK40.24 and as of 31 December 2025, no options have been exercised. The fair value of these options was

EUR 761 thousand (EUR 1.3 per RSU) as determined at grant date using the Black-Scholes model. The

expense recognised in profit and loss for the year amounts to EUR 173 thousand (EUR 237 thousand in

2024; EUR 237 thousand in 2023). The average remaining contractual life for the options as per

31 December 2025 is 2.3 years. The annualised volatility of the shares of 42.5% is based on the historical

volatility of the share price, 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.

(iv) In January 2023, the Executive Management and select employees were granted from 19,760 to 130,416

RSUs, which fully vested and were issued in July 2025. The fair value of the RSUs’ are EUR 1.2 million (EUR 3.0

per RSU) as determined at grant date using the Black-Scholes model. The expense recognised in profit and

loss for the year amounts to EUR 234 thousand (EUR 468 thousand in 2024, EUR 498 thousand in 2023).

165

Note 7

Long term incentive programmes

Continued from previous page

(v) In August 2023, the Executive Management and select employees

were granted from 88,920 to 385,320 options in Cadeler shares which

will vest in August 2026 and expire in August 2029. The strike price

will be NOK45.49 and vesting is conditional upon continued

employment at Cadeler. The fair value of these options is

EUR2.2 million (EUR1.8 per option) as determined at grant date using

the Black-Scholes model. The expense recognised in profit and loss

for the year amounts to EUR 500 thousand (EUR419 thousand in

2024; EUR250 thousand in 2023). The average remaining contractual

life of the options as of 31 December 2025 is 3.5 years. The

annualised volatility of the shares of 61.0% is based on the historical

volatility of the share price, an annual risk-free interest rate of 2.68%,

a dividend yield of zero, the expected life until expiration date and

average share price of EUR3.7.

(vi) In May 2024, the Executive Management was granted a total of

193.011 RSUs, which will vest at the end of May 2027. The RSUs’ expire

at the end of May 2030 and are conditional upon continued

employment at Cadeler. The fair value of the RSU’s is EUR 1.1 million

(EUR5.6 per RSU) as determined at grant date using the Black-

Scholes model. The expense recognised in profit and loss for the year

amounts to EUR 350 thousand (EUR 206 thousand in 2024). The

average remaining contractual life as of 31 December 2025 is 4.4

years. The average share price used is NOK64.2.

(vii) In May 2024, the Executive Management and select employees

were granted from 140,372 to 245,651 options in Cadeler shares,

which will vest at the end of May 2027 and expire at the end of May

2030. The strike price will be NOK74.32 and vesting is conditional

upon continued employment at Cadeler. The fair value of these

options is EUR 1.4 million (EUR1.4 per option) as determined at grant

date using the Black-Scholes model. The expense recognised in profit

and loss for the year amounts to EUR 450 thousand (EUR

265 thousand in 2024). The average remaining contractual life of the

options as of 31 December 2025 is 4.4 years. The annualised volatility

of the shares of 31.2% is based on the historical volatility of the share

price, annual risk-free interest rate of 3.63%, dividend yield of zero,

expected life until expiration date, and average share price of

NOK64.2.

(viii) In March 2025, the Executive Management and select employees

were granted from 42,115 to 631,724 options in Cadeler shares, which

will vest in March 2028 and expire in March 2031. The strike price will

be NOK60.2 and vesting is conditional upon continued employment

at Cadeler. The fair value of these options is 2 million (EUR 1.4 per

option) as determined at grant date using the Black-Scholes model.

The expense recognized in profit and loss for the year amounts to

EUR 479 thousand. The average remaining contractual life of the

options as of 31 December 2025 is 5.3 years. The annualised volatility

of the shares is 31.66% based on historical volatility of the share price

price, annual risk-free interest rate of 3.93%, a dividend yield of zero,

an expected life of 4 years from grant date and average share price

of NOK52.

Accounting policies

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 equity instruments

(equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value

at the date on which the grant is made using an appropriate

valuation model. That cost is recognised as employee benefits

expenses, together with a corresponding increase in equity (retained

earnings), over the period in which the service and, where applicable,

the performance conditions are fulfilled (the vesting period). The

cumulative expense recognised for equity-settled transactions at each

reporting date until the vesting date reflects both the extent to which

the vesting period has expired and the Group’s best estimate 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 cumulative expense recognised at the beginning and

end of that period.

166

Note 7

Long term incentive programmes

Continued from previous page

Service and non-market performance conditions are not considered

when determining the grant date fair value of awards. Instead, the

likelihood of these 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 directly

in the grant date fair value.

Any other conditions attached to an award, that do not include an

associated service requirement, are considered to be non-vesting

conditions. Non-vesting conditions are reflected in the fair value of

an award and result in an immediate expensing, unless there are also

service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest as a

result non-market performance and/or service conditions not being

met.

Where awards include a market or non-vesting condition, the

transactions are treated as vested regardless 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 where the loss per share is reduced.

167

Note 7

Long term incentive programmes

Continued from previous page


	2025				2024				2023
	Executive management		Other employees		Executive management		Other employees		Executive management		Other employees
Outstanding instruments - Options	Number	WAEP1	Number	WAEP1	Number	WAEP1	Number	WAEP1	Number	WAEP1	Number	WAEP1
Outstanding at 1 January	1,353,052	4.39	1,487,689	4.76	967,029	3.47	894,123	3.46	344,589	3.16	330,963	3.15
Granted during the year	912,490	5.09	491,341	5.09	386,023	6.24	631,674	6.24	622,440	3.64	563,160	3.64
Forfeited during the year	—	—	(62,908)	3.80	—	—	—	—	—	—	—	—
Exercised during the year	—	—	—	—	—	3.03	(38,108)	—	—	—	—	—
Expired during the year	—	—	—	—	—	—	—	—	—	—	—	—
Outstanding at 31 December	2,265,542	4.69	1,916,122	4.90	1,353,052	4.39	1,487,689	4.76	967,029	3.47	894,123	3.46


	2025				2024				2023
	Executive management		Other employees		Executive management		Other employees		Executive management		Other employees
Outstanding instruments - RSU	Number	WAEP1	Number	WAEP1	Number	WAEP1	Number	WAEP1	Number	WAEP1	Number	WAEP1
Outstanding at 1 January	382,707	—	205,504	—	245,126	—	271,327	—	55,430	—	65,823	—
Granted during the year	—	—	—	—	193,011	—	—	—	189,696	—	205,504	—
Forfeited during the year	—	—	(6,847)	—	—	—	—	—	—	—	—	—
Exercised during the year	(189,696)	—	(198,657)	—	(55,430)	—	(65,823)	—	—	—	—	—
Expired during the year	—	—	—	—	—	—	—	—	—	—	—	—
Outstanding at 31 December	193,011	—	—	—	382,707	0	205,504	0	245,126	0	271,327	0

168

Note 8

Board of Directors and Executive Management Compensation


	2025			2024			2023
EUR'000	Board of directors	Executive management	Total	Board of directors	Executive management	Total	Board of directors	Executive management	Total
Wages, salaries and board fees	419	998	1,417	334	955	1,289	183	821	1,004
Pension costs - defined contribution plans	—	100	100	—	95	95	—	29	29
Share based payment	—	1,249	1,249	—	957	957	—	588	588
Other short-term benefits	—	35	35	—	41	41	—	55	55
Cash bonus	—	2,473	2,473	—	1,197	1,197	—	1,155	1,155
Total management compensation	419	4,855	5,274	334	3,245	3,579	183	2,648	2,831

Executive Management

Executive Management refers to the members of the Executive

Management who are registered with the Danish business authority

and who have the authority and responsibility for the planning,

directing and controlling of the activities of the Company as defined

by IAS 24. As such, Executive Management is considered Chief

Operating Decision Makers (CODM) as defined by IFRS 8.

Board of Directors

Andreas Sohmen-Pao and Andreas Beroutsos are employed by the

BW Group. These board members did not receive remuneration from

Cadeler in 2023, 2024 and 2025. Andreas Beroutsos stepped down

from the Board with effect from 25 April 2023. On the same date,

Andrea Abt joined the Board.

David Peter Cogman is employed by the Swire Group and did not

receive remuneration from Cadeler in 2022 and 2023. David Peter

Cogman stepped down from the Board with effect from 16 June

2023, together with Connie Hedegaard.

On 20 February 2024, Emanuele Lauro and James Nish joined the

Board. Emanuele Lauro is the Director and Chief Executive Officer of

Scorpio Holdings Limited, which is considered a related party (see

Note 27).

On 23 April 2024, Jesper T. Lok left the Board of Directors and

Colette Cohen was elected to serve a two year term through the 2026

AGM.

On 11 November 2024, Thomas Thune Andersen was elected as a

new member of the Board of Directors.

169

Note 9

Financial Income and Expenses


EUR'000	2025	2024	2023
Foreign currency gain	5,784	1,511	109
Fair value change of derivative (ineffectiveness)	—	428	—
Interest income	1,714	3,294	1,432
Financial income	7,498	5,233	1,541


EUR'000	2025	2024	2023
Interest linked to debt liabilities	21,209	2,368	2,851
Guarantee charges	994	581	—
Fair value change of derivative (ineffectiveness)	1,577	—	765
Lease liabilities	746	428	25
Foreign currency loss	10,877	3,322	389
Bank fees	1,974	501	456
Financial expenses	37,377	7,200	4,486

Total interest paid in 2025 as per Consolidated Statement of Cash Flows amounts to EUR 56 million (2024:

EUR 19.7 million; 2023: EUR 7.1 million) and has primarily been capitalised to Property, Plant and Equipment.

For further information refer to Note 13. Interest linked to debt liabilities include EUR 2.4 million in 2024 and

EUR 1.9 million in 2023 relating to the write off of loan fees associated with previous debt facilities. In

addition, in 2023, EUR 1.0 million relates to the amendment of a prior debt facility in June 2023.

Accounting policies

Finance income and expenses comprise interest income and expenses, as well as realised and unrealised

exchange rate gains and losses on transactions denominated in foreign currencies, together with fair value

adjustments related to the ineffective portion of financial instruments.

Interest income and interest expenses are recognised using the effective interest rate. The effective interest

rate is the discount rate used to discount expected future cash payments or receipts over the expected life

of a financial asset or financial liability to the amortised cost (carrying amount) of such asset or liability.

170

Note 10

Income Taxes


EUR'000	2025	2024	2023
Income tax expense
Tax expense attributable to profit is made up of:
Current tax	(6,396)	(1,271)	—
Movement on deferred tax	(1,284)	(1,137)	—
Total Income tax expense	(7,680)	(2,408)	—

Tax expenses comprise the expected income tax charge for the year in accordance with IAS 12.

The tax base of the Group’s vessel assets are held by wholly owned subsidiaries located in Cyprus, UK and

Japan. Besides Japan, vessel owning entities and their corresponding Fleet Manager entities operate within

tonnage tax regimes in Denmark, Cyprus and the United Kingdom, pursuant to which in-scope entities pay a

fixed amount per net ton at their disposal, rather than income being taxed under a conventional corporate

tax regime. Cyprus owned vessels participate in dual tonnage tax schemes, with Denmark as Danish Fleet

Manager and Cyprus as Danish Fleet Owner. From 1st January 2025 UK vessel owning entities and the UK

Fleet Manager entity participate in the UK tonnage tax scheme.

The total recorded tonnage tax expense for 2025 in Denmark, UK and Cyprus amount to EUR 34 thousand,

EUR 48 thousand and EUR 11 thousand respectively (2024 and 2023: EUR 0 thousand in Denmark and EUR

5 thousand in Cyprus, UK tonnage tax effective from 2025).

In addition, certain of Cadeler’s subsidiaries are resident for taxation purposes in the United Kingdom or

other foreign jurisdictions that are outside the scope of the tonnage tax ring-fence. These entities are

subject to their local corporation tax regimes based on their taxable income.

The Group routinely evaluates its exposure to local income taxes (Permanent Establishments) relating to its

foreign operations which can also result in additional current foreign taxes.

The Group continues to assess the potential impact of the Pillar Two rules on future reporting periods. Refer

to Note 2 for further details.


EUR'000	2025	2024	2023
Effective tax rate
Profit before income tax	287,864	67,477	11,498
Tax at Corporate Tax rate (22%)	63,330	14,845	2,530
Effects of:
Income not taxable/impact of tonnage tax regime	(73,214)	(9,606)	(2,530)
Amounts not recognised	9,055	(6,022)	—
Deferred tax on consolidation adjustments	577	721	—
Adjustment to prior periods - deferred tax	707	416	—
Adjustment to prior periods - current tax	1,855	74	—
Impact of overseas taxes	5,370	1,980	—
Income tax expense, reported	7,680	2,408	—
Effective tax rate (%)	2.7%	3.6%	—%

171

Note 10

Income Taxes

Continued from previous page

Accounting policies

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 at the balance sheet date.

Management periodically evaluates positions taken in tax returns in

situations where applicable tax regulation is subject to interpretation.

It establishes provisions, where appropriate, based on amounts

expected to be paid to the tax authorities.

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. An exception applies

where the deferred tax arises from the initial recognition of an asset

or liability in a transaction that is not a business combination and, at

the time of the transaction, affects neither accounting profit nor

taxable profit or loss and does not give rise to equal taxable and

deductible temporary differences.

Deferred income tax is measured at the tax rates expected to apply

when the related deferred income tax asset is realised or the deferred

income tax liability is settled, based on tax rates and tax laws that

have been enacted or substantively enacted at 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 that is recognised directly in equity.

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 taxable income, expenses, and depreciation. The Group has

participated in the Danish scheme since 27 November 2020 and

joined the UK tonnage tax scheme, effective January 2025.

As the vessels are owned and registered by subsidiaries in

jurisdictions other than Denmark, the Group is also subject to

tonnage taxation in those jurisdictions. Such tonnage taxation is

calculated based on a fixed tax amount per tonne.

As this scheme is based 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 scope of

IAS 12. Consequently, tonnage tax expenses are not presented as part

of tax expense in the statement of profit and loss, but are recognised

within costs of sales.

172

Note 11

Earnings Per Share (EPS)

The following table reflects the income and share data used in the basic and diluted EPS calculations:


EUR'000	2025	2024	2023
Profit attributable to ordinary equity holders of the parent for basic earnings	280,184	65,069	11,498


Thousands	2025	2024	2023
Weighted average number of ordinary shares for basic EPS	350,508	345,979	201,362
Effect of dilution from share-based payments programme	4,182	980	1,861
Weighted average number of ordinary shares adjusted for the effect of dilution¹	354,690	346,959	203,223

The weighted average number of ordinary shares considers the weighted average effect of treasury shares

during the period.

During 2024, the weighted average number of ordinary shares was also affected by the issuance of shares in

connection with a private placement on 15 February 2024, resulting in the issuance of 39.5 million shares, a

private placement on 26 June 2024, resulting in the issuance of 28 thousand shares and the share buy-back

programme, resulting in the repurchase of 215 thousand shares.

In December 2023, 114 million shares were issued in connection with the business combination with Eneti.

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date

of authorisation of these consolidated financial statements.

1The weighted average number of shares considers the weighted average effect of share-based payments during the year.

Accounting policies

The Company calculates Basic EPS by dividing the profit for the year attributable to ordinary equity holders

of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the profit attributable to ordinary holders of the parent by the weighted

average number of ordinary shares outstanding during the year plus the weighted average number of

ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary

shares.

173

Note 12

Intangible Assets


	2025			2024			2023
EUR'000	Software	Goodwill	Total	Software	Goodwill	Total	Software	Goodwill	Total
Cost
Beginning of period	1,069	17,763	18,832	693	16,707	17,400	662	—	662
Acquisition of businesses	—	—	—	—	—	—	—	16,919	16,919
Additions	1,506	—	1,506	410	—	410	31	—	31
Disposals	—	—	—	(38)	—	(38)	—	—	—
Exchange differences	—	—	—	4	1,056	1,060	—	(212)	(212)
31 December	2,575	17,763	20,338	1,069	17,763	18,832	693	16,707	17,400
Accumulated depreciation
Beginning of period	642	—	642	453	—	453	243	—	243
Depreciation charge	264	—	264	189	—	189	210	—	210
31 December	906	—	906	642	—	642	453	—	453
Net book value	1,669	17,763	19,432	427	17,763	18,190	240	16,707	16,947

Software additions during 2025, 2024 and 2023 are mainly related to the development of the Company’s software solutions. In 2025, software additions also included the implementation costs related to the Enterprise

Resource Planning (ERP) system.

Goodwill of EUR 16.9 million was recognised on 19 December 2023 in relation to the acquisition of Eneti. The Group has two CGUs consisting of the WTGFIV and the O&M units with specific vessels allocated.

1 31 December 2024 and 2023 the recoverable amount is based on the fair value less cost of disposal of the CGU's (Broker Value).

174

Note 12

Intangible Assets

Continued from previous page

Impairment test

Goodwill arising from the merger with Eneti is allocated to the WTGFIV CGU as the expected synergies will

arise from this CGU. Management has performed an evaluation of impairment indicators for the O&MV

CGU to which no goodwill is allocated. Management concluded that indicators of impairment are present

and has therefore also performed an impairment test for this CGU. The Company has performed an annual

impairment test of the WTGFIV CGU. Neither in 2025, 2024 and nor in 2023 did the test result in any

impairment.

The annual impairment test is an assessment of whether the recoverable amount being the value in use (or

fair value less cost of disposal) of the cash generating unit, will be able to generate sufficient positive future

net cash flows to support the carrying amount of the assets related to the cash generating unit.


EUR m	Recoverable amount			Excess values (recoverable amount less carrying amount)
CGU	2025	20241	2023¹	2025	2024¹	2023¹
WTGFIV	5,099	1,103	574	2,457	227	58
O&MV	355	89	95	41	1	—
Total	5,454	1,192	669	2,498	228	58

Applied assumptions

As of 31 December 2025, the assessment of the recoverable amount of the CGU's is based on the value in

use (VIU). In 2024 and 2023, the impairment test involves estimating both FVLCOD (Fair value less costs of

disposal) and VIU and comparing the higher amount to the asset’s carrying amount. Fair values are

obtained through third-party broker assessment (level 3) of the vessels from at least two independent

brokers.

The discounted cash flow period has been calculated from the remaining useful life of the vessels as this is

deemed most representative for the actual value of the vessels. Accordingly, the calculation has no terminal

value.

The VIU is based on cash flow projections in financial budgets and business plans using a five year period

from 2026-2031 as follows:

•Revenue projection is based on signed contracts and expected revenue for the capacity not signed

yet as well as foundation contracts.

•Cost of sales are based on the business plan which is inflated afterwards, and expected

maintenance based on investment budget.

•Inflation is forecast at 2.5%

The discount rate used in the calculation is based on a Weighted Average Cost of Capital (WACC), reflecting

the cost of equity, cost of debt and capital structure, and is 10.1% after tax, (9.5% after tax in 2024 and 9.5%

after tax in 2023). As Cadeler is subject to the tonnage tax regime, the tax consideration in the WACC

calculation for impairment of a vessel is immaterial, thus the before and after tax WACC remain the same for

impairment testing purposes. Regarding the O&MV CGU, the calculations showed no indication of

impairment, as the future value of cash flows was higher than the carrying amount of the vessel, although

there was limited headroom.

Accounting policies

Goodwill is tested for impairment at least once a year or sooner if an impairment indication arises.

Impairment testing is performed for each CGU to which goodwill is allocated, as determined by

Management.

If the carrying amount of intangible assets exceeds the recoverable amount, an impairment will be

recognised in the statement of profit and loss. Any impairment of goodwill impairment losses cannot be

reversed subsequently.

Intangible assets, such as software, are recognised at cost less accumulated depreciation and accumulated

impairment losses. The cost of an intangible asset initially recognised includes its purchase price and any

directly attributable costs necessary to prepare the asset for its intended use. Depreciation is calculated on a

straight-line basis over the estimated useful life, which is 3 years for software.

175

Note 13

Property, Plant and Equipment


EUR'000	Vessels	Dry dock	Other fixtures and fittings	Assets under construction	Total
Cost 2025
Beginning of financial year	1,056,664	17,644	13,513	736,610	1,824,431
Additions	71,255	843	3,661	1,254,658	1,330,417
Transfer from assets under construction	1,381,140	20,423	(10,371)	(1,391,192)	—
Disposals	—	—	(124)	—	(124)
Exchange differences	—	—	—	—	—
31 December 2025	2,509,059	38,910	6,679	600,076	3,154,724
Accumulated depreciation and impairment
Beginning of financial year	104,119	6,541	1,505	—	112,165
Depreciation charge	97,615	6,425	1,582	—	105,622
Disposals	—	—	(123)	—	(123)
Exchange differences	—	—	—	—	—
31 December 2025	201,734	12,966	2,964	—	217,664
Net book value	2,307,325	25,944	3,715	600,076	2,937,060

Additions during 2025 are mainly driven by newbuild vessels of P-class vessels of EUR 199 million, newbuild

A-class vessels of EUR 385 million, newbuild M-class vessels of EUR 436 million, and vessel upgrades of EUR

48 million. In 2025, Wind Pace, Wind Mover, Wind Maker and Wind Ally vessels were delivered and

transferred from asset under construction to vessels.

Borrowing costs (including cash and non-cash items) for 2025 have been capitalised in a total amount of

EUR 53.9 million (2024: 19.7 million; 2023: EUR 7.1 million). The capitalisation rate used to determine the

amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the

Company’s general borrowings during the reporting period, being 6.05% (2024: 7.6%; 2023: 5.5%).

176

Note 13

Property, Plant and Equipment

Continued from previous page


EUR'000	Vessels	Dry dock	Other fixtures and fittings	Assets under construction	Total
Cost 2024
Beginning of financial year	566,360	9,135	979	571,745	1,148,219
Additions	8,029	4,377	12,680	624,679	649,765
Transfer from assets under construction	468,678	4,000	—	(472,678)	—
Disposals	(5,146)	—	(306)	—	(5,452)
Exchange differences	18,743	132	160	12,864	31,899
31 December 2024	1,056,664	17,644	13,513	736,610	1,824,431
Accumulated depreciation and impairment
Beginning of financial year	58,727	3,548	312	—	62,587
Depreciation charge	50,571	3,125	1,166	—	54,862
Disposals	(5,000)	—	(306)	—	(5,306)
Impairment on disposal	—	—	—	—	—
Exchange differences	(179)	(132)	333	—	22
31 December 2024	104,119	6,541	1,505	—	112,165
Net book value	952,545	11,103	12,008	736,610	1,712,266

Additions during 2024 are mainly driven by newbuild P-class vessels of EUR 290 million, newbuild A-class

vessels of EUR 114 million, newbuild M-class vessels of EUR 103 million, O-class main crane upgrades of EUR

62 million, and vessel upgrades of EUR 54 million. In 2024, Wind Peak vessel was delivered and transferred

from asset under construction to vessels.

Borrowing costs for 2024 have been capitalised for a total of EUR 19.7 million (2023: EUR 7.1 million). The

capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted

average interest rate applicable to the Company’s general borrowings during the reporting period, being

7.6% (2023: 5.5%).

177

Note 13

Property, Plant and Equipment

Continued from previous page


EUR'000	Vessels	Dry dock	Other fixtures and fittings	Assets under construction	Total
Cost 2023
Beginning of financial year	282,282	9,261	536	356,163	648,242
Acquisition of businesses	296,536	171	599	144,219	441,525
Additions	227	—	3	73,169	73,399
Disposals	(8,002)	(291)	—	—	(8,293)
Exchange differences	(4,683)	(6)	(159)	(1,806)	(6,654)
December 31, 2023	566,360	9,135	979	571,745	1,148,219
Accumulated depreciation and impairment
Beginning of financial year	39,570	2,023	445	—	42,038
Depreciation charge	20,847	1,637	19	—	22,503
Disposals	(5,722)	(108)	—	—	(5,830)
Impairment on disposal	5,000	—	—	—	5,000
Exchange differences	(968)	(4)	(152)	—	(1,124)
December 31, 2023	58,727	3,548	312	—	62,587
Net book value	507,633	5,587	667	571,745	1,085,632

178

Note 13

Property, Plant and Equipment

Continued from previous page

Due to the business combination with Eneti, the Group’s property, plant, and equipment increased by EUR

441.5 million in 2023. This increase primarily comprised the operating vessels Wind Scylla and Wind Zaratan

(EUR 206 million and EUR 87 million, respectively) as well as the newbuilds under construction, including the

M-class down payments for EUR 144 million.

Additions during 2023 were mainly driven by down payments of EUR 42 million for new P-class installation

vessels (EUR 15.4 million), the new A-class FIVs (foundation installation vessels) (EUR 3.8 million) and

instalments for the main cranes for both Wind Orca (EUR 16.0 million) and Wind Osprey (EUR 6.8 million), as

presented above under assets under construction. In addition, assets under construction include EUR

7.6 million of guarantee fees to BW Group related to the A-class and P-class newbuild vessels as well as EUR

5.7 million of assets related to future projects that have not yet commenced.

Borrowing costs for 2023 were capitalised in a total amount of EUR 7.1 million. The capitalisation rate used

to determine the amount of borrowing costs to be capitalised is the weighted average interest rate

applicable to the Company’s general borrowings during the reporting period, being 5.5%.

Disposals during 2023 were mainly driven by the main cranes upgraded on both O-class vessels, as well as

impairment recognised. For further details, please refer to Note 5.

179

Note 13

Property, Plant and Equipment

Continued from previous page

Accounting policies

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 purchase price and any

costs that are directly attributable to bringing the asset to the location and condition necessary for it to be

capable of operating in the manner intended by management.

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 future 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 recognised in profit or loss as incurred.

To maintain operational capability, the vessels are required to undergo dry-docking procedures every five

years. The costs of the dry-docking procedures are capitalised at cost, including any costs that are directly

attributable to bringing the vessels to the location and condition necessary for the dry-docking procedures.

Depreciation is calculated using the straight-line method to allocate their depreciable amounts over the

assets’ estimated useful life. The estimated useful lives are as follows:


	Useful life
Vessels and furnished equipment	Up to 25 years
Drydock	5 years
Cars	5 years
Other fixtures and fittings	2 to 3 years

The estimated useful life of the vessels of up to 25 years has been determined by an external consultant

through a fatigue analysis based on the technical specification of the vessels, whereas for Wind Peak, the

estimated useful life has been determined based on an internal technical analysis, validated by an external

expert. The estimated useful life of these vessels depends on the initial delivery date.

Prior to their acquisition, Wind Orca and Wind Osprey, had already been in use for eight years, therefore the

remaining useful life of these vessels is estimated at 17 years for all components except for the jacking

system and the main crane, which have a remaining useful life of three years from the acquisition date. For

Wind Scylla and Wind Zaratan, the remaining useful lives at the acquisition date were assessed to be 17 and

14 years respectively, and all components are assigned the same useful life. Hull and steel components have

a salvage value of up to EUR 15 million per vessel at the end of their useful lives. Both the salvage value and

the residual value are estimated as the lightweight tonnage of each vessel multiplied by the scrap value per

tonne. Depreciation is based on costs less the estimated residual value.

Further information is provided in Note 2.4, Material accounting judgements, estimates and assumptions, in

relation to vessels acquired through the business combination.

The residual value, useful life, and methods of depreciation of property, plant, and equipment are reviewed

at each financial year end and adjusted accordingly, if appropriate.

Borrowing costs

Borrowing costs are capitalised in accordance with IAS 23, where borrowing costs directly attributable to the

construction of assets are capitalised until the asset is substantially ready for its intended use. Borrowing

costs consist of interest and other costs incurred by the Group incurs in connection with the borrowing of

funds, including guarantee fees provided by related parties.

Impairment of non-financial assets

Property, plant and equipment and right-of-use assets are tested for impairment whenever there is

objective evidence or an indication that these assets may be impaired. Refer to note 12 for further

information impairment testing.

180

Note 14

Right-of-Use Assets and Lease Liabilities

Nature of the Group’s leasing activities

Office space

The Group leases office space for the purpose of office operations. In 2025, the company terminated the

lease agreement for its office in Great Yarmouth and entered into a lease contract for a new location in

Norwich, effective March 2025, with a binding period of 10 years. Additionally, the Company entered into 5-

year leases for office premises in Monaco and Taiwan, and a 3-year lease for a new office in Vejle.

Warehouse facilities

The Group leases a warehouse facility located in the UK.


EUR'000	Leasehold equipment	Warehouse facilities	Office space	Total
Cost 2025
Beginning of financial year	—	—	13,324	13,324
Additions	—	—	4,122	4,122
Disposals	—	—	(228)	(228)
Exchange differences	—	—	—	—
31 December 2025	—	—	17,218	17,218
Accumulated depreciation
Beginning of financial year	—	—	2,987	2,987
Depreciation charge	—	—	1,861	1,861
Disposals	—	—	(228)	(228)
Exchange differences	—	—	—	—
31 December 2025	—	—	4,620	4,620
Carrying amount	—	—	12,598	12,598

181

Note 14

Right-of-Use Assets and Lease Liabilities

Continued from previous page


EUR'000	Leasehold equipment	Warehouse facilities	Office space	Total
Cost 2024
Beginning of financial year	464	409	2,261	3,134
Acquisition of businesses	—	—	10,864	10,864
Disposals	(464)	(429)	—	(893)
Exchange differences	—	20	199	219
31 December 2024	—	—	13,324	13,324
Accumulated depreciation
Beginning of financial year	464	24	1,673	2,161
Depreciation charge	—	235	1,144	1,379
Disposals	(464)	(265)	—	(729)
Exchange differences	—	6	170	176
31 December 2024	—	—	2,987	2,987
Carrying amount	—	—	10,337	10,337


EUR'000	Leasehold equipment	Warehouse facilities	Office space	Total
Cost 2023
Beginning of financial year	464	—	1,681	2,145
Acquisition of businesses	—	421	612	1,033
Exchange differences	—	(12)	(32)	(44)
31 December 2023	464	409	2,261	3,134
Accumulated depreciation
Beginning of financial year	381	—	1,477	1,858
Depreciation charge	83	30	221	334
Exchange differences	—	(6)	(25)	(31)
31 December 2023	464	24	1,673	2,161
Carrying amount	—	385	588	973

182

Note 14

Right-of-Use Assets and Lease Liabilities

Continued from previous page


EUR'000	2025	2024	2023
Lease liabilities at 1 January (current and non-current lease)	10,971	993	279
Acquisition of subsidiaries	—	—	1,299
Additions during the year	4,640	11,909	—
Exchange differences	—	30	(16)
Repayment of lease obligations	(2,072)	(1,961)	(569)
Total lease liabilities at 31 December	13,539	10,971	993
Current	1,057	1,274	601
Non-current	12,482	9,697	392

Leas interest expenses recognised in profit and loss

1.Interest expense


EUR'000	2025	2024	2023
Interest expense on lease liabilities (vessels and office)	746	428	25

1.Lease expense not capitalised in lease liabilities


EUR'000	2025	2024	2023
Short-term lease expense	614	477	180

Total cash outflow for all leases in 2025, 2024 and 2023 were EUR 2,686 thousand, EUR 1,152 thousand and

EUR 283 thousand respectively, excluding variable lease fee (refer to Note 24). Please refer to Note 28 for

disclosure on lease commitments.

Accounting policies

Right-of-Use Assets

The Group recognises a right-of-use asset and lease liability at the date on which the underlying asset is

made available for use. Right-of-use assets are measured at cost, which comprises the initial measurement

of the lease liability using an incremental borrowing rate adjusted for any lease payments made at or before

the commencement date and any lease incentives received. Any initial direct costs that would not have been

incurred if the lease had not been obtained are included in to the carrying amount of the right-of-use

assets.

The right-of-use asset is subsequently measured at cost, less any accumulated depreciation and impairment

losses, and adjusted for any remeasurement of the lease liability.

Right-of-use assets are depreciated on a straight-line basis over the lease term.

Right-of-use assets are tested for impairment whenever there is objective evidence or an indication that

these assets may be impaired. For further information regarding impairment testing. please refer to Note 13.

Lease liabilities

At the inception of a contract, the Group assesses whether the contract contains a lease. A contract contains

a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for

consideration. Reassessment is required only when the terms and conditions of the contract are changed.

183

Note 14

Right-of-Use Assets and Lease Liabilities

Continued from previous page

At the commencement date of the lease, the Group recognises lease liabilities measured 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 expenses in the period

in which the event or condition that triggers the payment occurs. Utilisation based lease fees are classified

as variable lease payments.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the

lease commencement date, as the interest rate implicit in the lease is not readily determinable. After the

commencement date, the carrying amount of lease liabilities is increased to reflect the accretion of interest

and reduced by lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, 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 payments) or a change in the assessment of an option to

purchase the underlying asset.

Short-term and low-value leases

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases with

lease terms of twelve months or less, and for 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

include cars, coffee machines, office premises and AV equipment.

Note 15

Inventories


EUR'000	2025	2024	2023
Fuel and oil	3,540	1,039	1,836

As of 31 December 2025, the Company's inventories include fuel and oil totalling EUR 4 million.

As of 31 December 2024, the Company's inventories include fuel and oil totalling EUR 1.0 million, a decrease

from EUR 1.8 million in 2023, primarily because three of the Company’s four operating vessels were off hire

at the end of the reporting period.

Accounting policies

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. Inventories mainly comprise fuel and oil.

184

Note 16

Trade and Other Receivables


EUR'000	2025	2024	2023
Trade receivables from non-related parties	117,734	51,467	26,802
Contract assets	81,923	37,609	8,880
Receivables from related parties	—	214	592
Other receivables	21,295	11,305	3,158
Total trade receivables and other receivables	220,952	100,595	39,432

As of 31 December 2025, the Company's receivables include contract assets totalling EUR 81.9 million, a

significant increase from EUR 37.6 million in 2024 (2023: EUR 8.9 million). These contract assets represent

the Company's entitlement to consideration for work performed to date on ongoing projects as of the

balance sheet date. Typically, these contract assets are reclassified to trade receivables when the Company

fulfils its obligations and the right to consideration becomes unconditional.

The balance of other receivables includes contract fulfilment costs amounted to EUR 14 million (EUR

8.5 million in 2024 and nil in 2023). These costs represent expenditures directly incurred in fulfilling contracts

with customers, such as direct labour, materials, and other costs necessary to complete the performance

obligations under the contracts. These costs are recognized as assets as they are expected to be recovered

over the life of the respective contracts. Contract costs are amortised on a systematic basis that is consistent

with the transfer of the related goods or services to the customer. For accounting policies, refer to Note 3.

The table below outlines movements in contract assets during the year:


EUR'000	2025	2024	2023
Contract assets at 1 January	37,609	8,880	19,999
Acquisition of businesses	—	—	8,266
Recognised during the period	81,923	37,710	614
Transfer to receivables	(37,609)	(8,880)	(19,999)
Exchange differences	—	(101)	—
Total contract assets at 31 December	81,923	37,609	8,880
Current	81,923	37,609	8,880
Non-current	—	—	—

185

Note 16

Trade and Other Receivables

Continued from previous page

Expected credit loss on trade receivables

The Group has historically only experienced immaterial credit losses on trade receivables, if any. In addition,

a material part of the cash flows under the Group’s contracts consist of prepayments received up front.

The Group's assessment remains consistent with its historical experiences. Although certain receivables may

become up to 30 days overdue, the Group’s overall credit risk profile remains unchanged. This assessment is

supported by historical loss data, a limited number of reliable counterparties, and the Group’s forward-

looking outlook.

Accounting policies

Financial assets

The classification of financial assets depends on the Group’s business model for managing the financial

assets as well as the contractual terms of the cash flows of the respective financial assets.

(1)At initial recognition: the Group measures a financial asset at fair value, plus, in the case of a

financial asset not measured at fair value through profit or loss, transaction costs that are directly

attributable to the acquisition of the financial assets. Transaction costs of financial assets carried at

fair value through profit or loss are recognised as an expense in profit or loss.

(1i)At subsequent measurement: the Group’s financial assets mainly comprise cash and bank balances,

trade receivables and other current assets.

Interest income from these financial assets is recognised using the effective interest rate method.

The Group assesses on a 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 lifetime expected losses to be recognised from initial recognition of the

receivables.


EUR'000	Trade receivables	Contract assets	Expected loss	Total
31 December 2025
Not due	115,559	81,923	—	197,482
Overdue 1-30 days	716	—	—	716
Overdue 31 to 60 days	1,459	—	—	1,459
Overdue +61 days	—	—	—	—
Total	117,734	81,923	—	199,657
31 December 2024
Not due	49,029	37,609	—	86,638
Overdue 1-30 days	—	—	—	—
Overdue 31 to 60 days	2,373	—	—	2,373
Overdue +61 days	65	—	—	65
Total	51,467	37,609	—	89,076
31 December 2023
Not due	9,639	8,880	—	18,519
Overdue 1-30 days	14,287	—	—	14,287
Overdue 31 to 60 days	603	—	—	603
Overdue +61 days	2,273	—	—	2,273
Total	26,802	8,880	—	35,682

186

Note 17

Prepayments and other non-current assets


EUR'000	2025	2024	2023
Prepayments (Current)	13,523	16,643	9,562

Prepayments include deferred costs like bank loan fees, commitment fees of uncommitted facilities, annual

insurance premiums and annual software subscriptions.


EUR'000	2025	2024	2023
Other non-current assets	54,069	7,211	—

Other non-current assets include EUR 20 million primarily relating to certain prepayments.

Cash deposits subject to restrictions, of 34.1 million as at 31 December 2025 (2024: 7.2 million) are included

in the Other non-current assets balance.

Note 18

Cash and Cash Equivalents


EUR'000	2025	2024	2023
Cash at bank and on hand	151,679	51,253	96,608

The Company held cash as of 31 December 2025 with the intention of paying assets under construction-

related instalments in 2026.

Accounting policies

Cash and cash equivalents consist of cash net of short-term bank overdrafts, as these are considered an

integral part of the Group’s cash management. Cash and cash equivalents are measured at amortised cost.

187

Note 19

Statement of Cash Flows Specifications


EUR'000	Note	2025	2024	2023
Adjustments of non-cash items
Depreciation and amortisation	12 , 13 , 14	107,520	56,595	23,048
Impairment of fixed assets	13	—	—	5,000
Non-cash disposals of property, plant and equipment and intangible assets	12 , 13	1	183	—
Other operating income and expenses, net	5	—	—	(137)
Finance income	9	(1,714)	(3,294)	—
Interest expenses	9	15,993	428	1,898
Finance costs	9	(725)	2,589	—
Income tax expense		7,680	2,401	—
Fair value change of derivative instruments through profit or loss	9	630	(427)	766
Items recycled	25	947	—	—
Share-based payment expenses		2,071	1,662	1,134
Total adjustments of non-cash items		132,403	60,137	31,709


Changes in working capital	Note	2025	2024	2023
Inventories		(2,501)	788	(1,140)
Trade receivables, contract assets, prepayments and other receivables		(133,704)	(62,706)	28,541
Trade and other payables		8,126	380	(16,087)
Provisions		(841)	(6,059)	—
Receivables from related parties		—	414	—
Payables to related parties		49	51	73
Deferred revenue		112,280	33,482	8,787
Net change in working capital		(16,591)	(33,650)	20,174

188

Note 20

Provisions, Trade and Other Payables


EUR'000	2025	2024	2023
Trade and other payables:
Trade payables	22,388	11,577	8,399
Other payables	75,820	32,018	24,237
Total trade and other payables	98,208	43,595	32,636

The increase in other payables is attributable to year-end activity and the timing of payment processing.


EUR'000	2025	2024	2023
Provisions at 1 January:	841	6,899	—
Acquisition of businesses	—	—	6,987
Additions during the year	—	—	—
Utilised during the year	(421)	(4,570)	—
Reversed during the year	(420)	(1,576)	—
Exchange differences	—	88	(88)
Total provisions at 31 December	—	841	6,899
Current	—	841	2,086
Non-current	—	—	4,813

The provisions relate to an onerous contract and were released in 2025 following the settlement of the

related obligations. For further information, please refer to Note 4.

Accounting policies

Trade and other payables represent liabilities for goods and services provided to the Group before the end

of the financial year, that remain unpaid. They are classified as current liabilities if payment is due within one

year or less (within 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.

A provision is recognised for certain contracts with customers where the unavoidable costs of meeting the

performance obligations exceed the economic benefits expected to be received. These costs are expected

to be incurred in the following financial year.

189

Note 21

Deferred Income Taxes

Deferred tax charge

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for income tax purposes, in accordance

with IAS12. Deferred tax is calculated at the income tax rates expected to apply in the period when the

liability is settled or the asset is realised, based on tax laws that have been enacted or substantively enacted

at the balance sheet date. The deferred tax is recognised in profit or loss, except when it relates to other

items recognised in other comprehensive income.

Deferred tax assets and liabilities

The Group has unrecognised deferred tax assets in Denmark and the UK, amounting to EUR 52 millon

(31 December 2024: EUR 12 million; 31 December 2023: EUR 13 million) and EUR 52 million (31 December

2024: EUR 89 million; 31 December 2023: EUR 124 million), respectively. These deferred tax assets arise from

tax losses and shipping allowances. No deferred tax asset has been recognised as of 31 December 2025, as

they are not expected to be utilised within the foreseeable future three to five). A majority of the Group’s UK

unrecognised deferred asset will be forfeited on 1 January 2025 as a result of the Group’s UK tonnage tax

election.

The Group has a deferred tax liability relating to the ownership of the Wind Zaratan vessel in Japan, arising

from temporary differences between the carrying amount and the tax base of the vessel (2025: EUR

43 million; 2024: EUR 17 million; 2023: 14 million), offset by the tax value of tax losses (2025: EUR 30 million;

2024: EUR 5 million; 2023: 4 million). As of 31 December 2025, deferred tax liabilities amounted to EUR 13

million (2024: EUR 12 million).

For accounting policies on deferred taxes, please refer to Note 10.


EUR'000	2025	2024	2023
Reconciliation of deferred tax liabilities, net
1 January	11,972	10,191	—
Acquisition of businesses	—	—	10,321
Movements during the year	1,284	1,137	—
Exchange differences	—	644	(130)
31 December	13,256	11,972	10,191

190

Note 22

Issued Share Capital


EUR'000	No. of shares (in thousands)	Total
Beginning of financial year 2023	197,600	26,575
First issue for capital increase 2023	113,809	15,263
End of financial year 2023	311,409	41,838
First issue for capital increase 2024	39,520	5,302
Second issue for capital increase 2024	28	4
End of financial year 2024	350,957	47,144
End of financial year 2025	350,957	47,144

As of 31 December 2025, the Group had share capital amounting to DKK 350,958 thousand, equal to EUR

47,144 thousand, consisting of 350,957,583 shares of nominal DKK1 each.

All shares have equal rights.

Treasury shares

On 30 May 2025, the Company completed a share buy-back program to fulfil share-based incentive

obligations resulting in the repurchase of 395,200 shares of a nominal price of DKK 1 each at an average

price of NOK 49.90, corresponding to an aggregate amount of EUR 1.7 million, including commission. As of

31 December 2025, the Company holds 89,992 treasury shares.

Accounting policies

Ordinary shares are classified as equity. When there is a capital increase through the issuance of new shares,

these shares are recorded at their nominal value.

The share premium reserve represents capital contributed by investors in excess of the nominal value of the

shares issued, net of any incremental costs directly attributable to the issuance of new shares.

Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from

equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the

Group’s own equity instruments. Any difference between the carrying amount and the consideration

received, upon reissuance, is recognised in equity.

191

Note 23

Financial Risk Management

Financial risk factors

The Group’s activities expose it to market risk, including currency risk and interest rate risk, as well as credit

risk and liquidity risk.

The financial risk management of the Group is performed by the Management of Cadeler and overseen by

the Board of Directors and Audit Committee. The fair value of the Group's financial assets and liabilities as of

31 December 2025 does not deviate materially from the carrying amounts as of 31 December 2025.

Quantitative and qualitative disclosures about market risk

Currency risk

The Group’s business is exposed to the Danish Kroner (“DKK”), Norwegian Kroner (“NOK”), British Pound

Sterling (“GBP”), United States Dollar (“USD”), New Taiwan Dollar (“TWD”), and Japanese Yen (“JPY”), as

certain operating expenses are denominated in these currencies. The Company seeks to use financial

instruments to reduce currency risk when there is significant exposure to income or liabilities denominated

in currencies other than EUR or DKK, and where a cost-effective solution is available.

The functional currency of Cadeler A/S is EUR, while the largest currency exposure of the Group relates to

future instalments for newbuild vessels, denominated in USD, amounting to USD 496 million. Further details

regarding the instruments currently used to mitigate this currency risk are provided in Note 24. Management

and the Board of Directors evaluate the potential costs and benefits of currency exposure on an ongoing basis.

The Group holds cash balances in USD. If the USD:EUR exchange rate were to deteriorate by 10% the result

before tax would have decreased by EUR 1.6 million (2024: EUR 1.8 million; 2023: EUR 4.6 million), based on

USD cash holdings as of 31 December 2025.

The Group holds cash balances in GBP. If the GBP:EUR exchange rate were to deteriorate by 10% the result

before tax would have decreased by EUR 0.4 million (2024: EUR 0.7 million) based on GBP cash holdings as

of 31 December 2025.

As the DKK is pegged to the EUR, no material currency risk has been identified in relation to the DKK, despite the

Cadeler Group incurring costs denominated in DKK. As of 31 December 2025, the Cadeler Group did not hold any

material cash balances denominated in NOK, JPY, or TWD.

Currency risk associated with other financial instruments denominated in foriegn currencies is limited and

therefore excluded from this analysis.

Interest rate risk

The Group’s current exposure to the risk of changes in market interest rates relates primarily to the Green

Corporate Facility, the P-class Facility, M-class Facility and Holdco Facility. Further details regarding the

hedging instruments used to mitigate this risk are provided in Note 24.

The Green Corporate Facility and Holdco Facility are based on a EURIBOR 3M interest rate plus a margin.

The EURIBOR interest rate has a floor of 0bps and was 2.1%, 2.9% and 3.9% at the end of 2025, 2024 and

2023, respectively.

If the EURIBOR interest rate increased 100bps, and the loans had been provided throughout the entire 2025

reporting period, interest costs would have increased by EUR 15.6 million (2024: EUR 5.9 million; 2023: EUR

2.1 million). Such an increase could potentially qualify as capitalisable borrowing costs, thereby mitigating

the impact on the result before tax. Conversely, if the interest rates were to decrease, the result before tax

would not be materially affected due to the capitalisation of borrowing costs.

Management and the Board of Directors evaluate the potential costs and benefits of fixed interest rate

borrowings on an ongoing basis.

192

Note 23

Financial Risk Management

Continued from previous page

Credit risk

Risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in

financial loss to the Group. The Group adopts the following policies to mitigate credit risk.

For banks and financial institutions, the Group mitigates its credit risks by transacting only with

counterparties rated “A” or above by independent rating agencies.

The Group adopts a policy of dealing only with customers with an appropriate credit history and obtaining

sufficient security where appropriate, to mitigate credit risk. The Group applies stringent procedures for

extending credit terms to customers and for the ongoing monitoring of credit risk.

These credit terms are normally contractual, and credit policies clearly define the guidelines for extending

credit to customers, including monitoring processes and reference to relevant industry practices. This

includes the assessment and evaluation of customers’ creditworthiness and periodic reviews of their

financial status to determine the credit limits. Customers are also assessed based on their historical

payment behaviour. Where necessary, customers may be required to provide security or advance payments

before services are rendered.

Related party credit risk is managed by the Executive Management of Cadeler and overseen by the Board

of Directors.

The maximum exposure to credit risk is the carrying amount of trade receivables and other receivables,

receivables from group entities and cash and bank balances presented in the statement of financial

position.

Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses (ECLs) associated with its

financial assets which include trade and other receivables, cash and bank balances and contract assets.

Financial assets are written off when there is no reasonable expectation of recovery, such as when a non-

related debtor fails to engage in a repayment plan with the Group.

Where receivables have been written off, the Group continues to pursue enforcement activities in an

attempt to recover amounts due. Where recoveries are made, these are recognised in profit or loss. As of

the reporting date, no receivables have been written off.

The Group has applied the simplified credit loss approach by using a provision matrix to measure the

lifetime expected credit losses for trade receivables from customers. To measure expected credit losses, the

Group groups receivables based on shared credit characteristics and days past due.

Trade receivables from external customers that are neither past due nor impaired are with creditworthy

counterparties. Based on the provision matrix, trade receivables from external customers are subject to

immaterial credit loss. For further analysis, refer to Note 16 for details on expected credit losses on trade

receivables and contract assets.

For cash and bank balances and other receivables measured at amortised cost, the Group considers these

financial assets to have low credit risk. Cash and bank balances mainly comprise deposits with banks that

have high credit ratings, as determined by international credit rating agencies. As of 31 December 2025,

cash and bank balances and other receivables are subject to immaterial credit loss. There is no credit loss

allowance for other financial assets measured at amortised cost as of 31 December 2025, 2024 and 2023.

193

Note 23

Financial Risk Management

Continued from previous page

Liquidity risk

The Group manages liquidity risk by maintaining sufficient cash and access to funding through committed

credit facilities to enabling it to meet its operational requirements and instalments payments for the

contracted newbuild vessels.

The management of the Cadeler Group anticipates seeking additional debt financing in connection with

milestone payments related to the delivery of the third A-class newbuild vessel. For further details, please

refer to Note 25, which provides a detailed disclosure of the Group’s existing credit facilities.

The following maturity table shows the contractual obligation relating to the construction of the newbuilds

vessels.


EUR Millions	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Total
2025
Obligation in USD	301	195	—	496
Obligation in USD (in EUR)	256	166	—	422

Obligation in EUR	40	—	—	40
Total obligations (in EUR)	296	166	—	462
2024
Obligation in USD	651	496	195	1,342
Obligation in USD (in EUR)	626	476	188	1,290

Obligation in EUR	65	40	—	105
Total obligations (in EUR)	691	516	188	1,395
2023
Obligation in USD	328	833	180	1,341
Obligation in USD (in EUR)	296	752	163	1,211

Obligation in EUR	69	99	6	174
Total obligations (in EUR)	365	851	169	1,385

194

Note 23

Financial Risk Management

Continued from previous page

The table below analyses the maturity profile of the Company’s financial liabilities based on contractual-

undiscounted cash flows, excluding payments relating to newbuild vessels.


EUR'000	Less than 1 year	Between 1 and 2 years	After 2 years	Total
2025
Trade and other payables	98,208	—	—	98,208
Payables to related parties	272	—	—	272
Lease liabilities	1,851	2,819	8,868	13,538
Debt to credit institutions	194,548	247,706	1,607,212	2,049,466
Derivatives	3,062	1,884	8,770	13,716
	297,941	252,409	1,624,850	2,175,200
2024
Trade and other payables	43,595	—	—	43,595
Payables to related parties	223	—	—	223
Lease liabilities	1,274	2,337	7,360	10,971
Debt to credit institutions	31,163	54,339	485,515	571,017
Derivatives	209	—	16,205	16,414
	76,464	56,676	509,080	642,220
2023
Trade and other payables	32,636	—	—	32,636
Payables to related parties	162	—	—	162
Lease liabilities	601	392	—	993
Debt to credit institutions	799	—	204,773	205,572
Derivatives	4,004	5,683	12,274	21,961
	38,202	6,075	217,047	261,324

Change in debts to credit institutions during the year


EUR'000	2025	2024	2023
Debt to credit institutions at 1 January	(571,017)	(205,572)	(115,002)
Loans repayments	279,281	10,630	115,000
Proceeds from borrowing	(1,337,178)	(385,234)	(211,934)
New loan fees	25,193	11,100	8,262
Non-cash movements	(7,033)	(1,941)	—
Write-off of loan fees	—	—	(1,898)
Debt to credit institutions at 31 December 2025	(1,610,754)	(571,017)	(205,572)

Total Proceeds from borrowing, net of bank fees, in 2025 as per Consolidated Statement of Cash Flows

amounted to EUR 1,309 million, excluding EUR 2.8 of loan fees that have been included in Prepayments.

195

Note 23

Financial Risk Management

Continued from previous page

Capital management

The Company’s objectives when managing capital are to ensure the

Company’s ability to continue as a going concern and to maintain an

optimal capital structure.

In order to achieve this overall objective, the Company’s capital

management aims, among other things, to ensure compliance wth

the financial covenants attached to the interest-bearing loans and

borrowings that define capital structure requirements. A breach of

the financial covenants would permit the bank to immediately call

loans and borrowings. There have been no breaches of the financial

covenants of any interest-bearing loans and borrowing in the current

period.

In order to maintain or adjust the capital structure in the future, the

Group may adjust dividend payments to shareholders, issue new

shares and/or dispose of assets to reduce debt. Pursuant to the

Green Corporate Facility, the Company is not permitted to pay any

dividends or other distributions without the prior written consent of

DNB Bank ASA.

Fair value measurement

The Group measures derivatives at fair value at each balance sheet

date. Fair value is the price that would be received to sell an asset or

paid to transfer a liability in an orderly transaction between market

participants at the balance sheet date.

The principal, or in its absence the most advantageous market must

be accessible by the Group. The fair value of an asset or liability is

measured using the assumptions that market participants would use

when pricing the asset or liability, assuming that market participants

act in their own economic best interest.

In measuring the fair value of unlisted derivative financial instruments

and other financial instruments for which there is no active market,

fair value is determined using generally accepted valuation

techniques. Market-based parameters such as market-based yield

curves and forward exchange rate are used for the valuation.

The Group uses valuation techniques that are appropriate in the

circumstances and for which sufficient data is available to measure

fair value, maximising the use of relevant observable inputs and

minimising the use of unobservable inputs.

Financial instruments for which fair value is measured or disclosed in

the financial statements are categorised within the fair value

hierarchy, as described below:

Level 1: The fair value of financial instruments traded in active markets

(such as publicly traded derivatives, and equity securities) is based on

quoted market prices at the end of the reporting period. The quoted

market price used for financial assets held by the Group is the current

bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in

an active market (e.g. over-the counter derivatives) is determined

using valuation techniques that maximise the use of observable

market data and rely as little as possible on entity-specific estimates.

The valuation techniques applied are primarily based on marked-

based inputs of the instruments. If all significant inputs required to

measure the fair value of an instrument are observable, the

instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not observable

market data, the instrument is included in Level 3.

The table below shows the fair value measurement of the Group’s

assets and liabilities:

196

Note 23

Financial Risk Management

Continued from previous page


EUR'000	2025	2024	2023
Derivative assets measured at fair value
Interest from IRS recycled through OCI	—	228	—
Interest rate swaps	2,171	1,287	338
FX forward contracts	511	6,849	—
FX option collars	—	4,764	—
Time value of FX option collars through OCI	—	5,340	—
Total derivative assets	2,682	18,468	338
Derivative liabilities measured at fair value
Interest rate swap	10,499	16,231	11,789
FX forward contracts	—	—	5,338
Interest recycled through OCI	525	—	810
Time value of FX option collars through OCI	576	209	3,621
Derivatives ineffective hedges	2,116	(26)	403
Total derivative liabilities	13,716	16,414	21,961

As of 31 December 2025, the fair value of the derivative assets amounted to EUR 2,682 thousand (2024: EUR

18,468 thousand; 2023: EUR 338 thousand) and derivative liabilities amounted to 13,716 thousand (2024: EUR

16,414 thousand; 2023: EUR 21,961 thousand). The variation primarily reflects the execution of certain

financial instruments, together with changes in interest rate expectations in 2025 compared to 2024. These

expectations were driven by more persistent inflation and continued economic resilience, resulting in higher

interest rates and a stronger USD.

As of 31 December 2025, derivatives measured at fair value through profit or loss amounted to a gain of

EUR 2,116 thousand gain (2024: EUR 26 thousand loss; 2023: EUR 403 thousand gain).

The fair value hierarchy for the above derivative financial instruments is Level 2.

197

Note 24

Derivative Financial Instruments

Hedge accounting

The Group uses forward exchange contracts, including options (collars), and interest rate swap contracts to

hedge currency and interest rate risks related to highly probable future cash flows, and designates these

instruments as cash flow hedges, subject to meeting the criteria for the application of cash flow hedge

accounting.

The hedging ratios are determined as the notional value of the hedging instrument divided by the notional

value of the hedged item. The Group seeks to establish hedge relationships with a hedging ratio of 1:1. Due

to the nature of the hedged item’s risk, this is achieved by either designating a proportion of the hedging

instrument or by insuring that the hedge notional value is equal to or lower than the notional value of the

hedged item. The primary source of hedge ineffectiveness arises from the timing of vessel deliveries. The

delivery of the vessel exposes the Group to multiple market risks, primarily foreign currency risks and

interest rate risk. The fair value changes of the hedging instruments are recognised in other comprehensive

income until the hedged items are recognised or realised.

The table below shows the movement in the reserve for cash flow for hedging, listed by the hedged risk.


EUR'000	2025	2024	2023
Fair Value change of Cash flow hedges
Cumulative fair value change at 1 January	1,799	(21,559)	1,343
Fair value adjustment at year-end, net	(5,003)	13,079	(18,505)
Items recycled at year-end, net	(2,582)	1,527	(776)
Transfer of cash flow hedge reserve to property, plant and equipment	2,536	—	—
Time value adjustment at year-end, net	(5,708)	8,752	(3,621)
Cumulative fair value change at 31 December	(8,958)	1,799	(21,559)
The fair value of cash flow hedges at 31 December can be specified as follows:
Interest rate risk hedging	(9,839)	(14,945)	(11,790)
Foreign currency risk hedging	1,457	11,612	(6,148)
Foreign currency risk hedging - time value	(576)	5,132	(3,621)
Cumulative fair value change at 31 December	(8,958)	1,799	(21,559)

198

Note 24

Derivative Financial Instruments

Continued from previous page

Interest rate risk

The Group entered interest rate swap contracts with its main bank and designated these in relation to the

Green Corporate Facility, P-class Facility and future loans to finance the purchase of the newbuild vessels.

Further details regarding the Group’s current debt facilities related to interest rate swaps are provided in

Note 25.

The interest rate risk arising from the loans has been partially hedged by swapping exposure from 3M

EURIBOR to a fixed interest rate. The credit facilities continue to expose the Group to changes in the 3M

EURIBOR rate.

The average fixed rate of the swaps is 2.83% (2024: 2.78%; 2023: 2.81%).

A further portion of the exposure has been hedged through interest rate swap contracts with caps and

floors. The average fixed rate of the cap/floor swaps falls between 2.1% and 1.1%.

The economic relationship is established through a match of critical terms between the hedged item and

the hedging instrument. The Group has assessed the following terms when entering into the hedge

relationship:

◦Instalments on the facilities.

◦Payment date of interest and instalment.

◦Timing difference in the maturity of the hedge item and hedge instrument.

The expected causes of hedge ineffectiveness relate to:

◦Changes to the expected date of delivery of the vessels.

◦3M EURIBOR rate falling below 0%.

The table below shows the nominal amounts and the fair values of the interest rate swaps.


					Fair Value EUR'000
Notional amount EUR'000	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	More than 5 years	Asset	Liability
2025
IRS – EURIBOR 3M	—	150,000	576,703	141,875	2,172	(10,499)
2024
IRS – EURIBOR 3M	—	—	355,117	455,625	1,286	(16,231)
2023
IRS – EURIBOR 3M	—	—	555,000	—	—	(11,790)

EUR'000				2025	2024	2023
Movements in the hedging reserve
Beginning of year				(14,945)	(11,790)	3,163
Fair value adjustment for the year				5,864	(3,265)	(14,177)
Ineffectiveness				(1,511)	—	—
Items recycled for the year				753	110	(776)
End of year				(9,839)	(14,945)	(11,790)

199

Note 24

Derivative Financial Instruments

Continued from previous page

Foreign currency risk hedging

As a result of the contracts signed with COSCO and Hanwha for the construction of the newbuild vessels,

the Group is exposed to foreign exchange risk, as instalment payments are denominated in USD, while the

functional currency is EUR. The final instalments are payable upon delivery of the vessels.

The currency exposure arising from these contracts has been swapped into EUR at an average USD:EUR rate

of 0.8586 (0.9107 for 2024 and 0.9187 for 2023).

A further portion of the exposure to fluctuations in future exchange rates has been hedged through zero-

cost collar contracts, securing an average USD:EUR rate ranging between 0.8607 and 0.9092. As of

31 December 2025, the total coverage effectively mitigates approximately 42% on average of the Group’s

foreign exchange risk related to future USD denominated instalments under the A-class vessel contracts.

The economic relationship is established through a match of critical terms between the hedge item and

hedge instrument. The Group has assessed the following terms when entering into the hedge relationship:

◦Payment dates of instalments in foreign currency.

◦Maturity of the hedged item and hedged instruments (forward contract and option

collars).

The expected causes of hedging ineffectiveness primarily relate to changes in the expected delivery dates of

the vessel. The table below presents the nominal amounts and fair values of the foreign currency forward

contracts and option collars.


				Fair Value EUR'000
Notational amount USD'000	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	Asset	Liability
2025
FX forward contracts	162,295	48,800	—	511	—
Option collars	159,875	48,800	—	—	(576)
2024
FX forward contracts	104,545	55,398	—	6,849	—
Option collars	300,000	100,000	—	10,104	(209)
2023
FX forward contracts	150,000	50,000	—	—	(5,338)
Option collars	—	250,000	50,000	—	(4,431)

EUR'000			2025	2024	2023
Movements in the hedging reserve
Beginning of year			16,744	(9,769)	(1,820)
Fair value adjustment for the year - FX forward contracts			(6,103)	10,771	(3,518)
Fair value adjustment for the year - Option collars			(4,764)	5,573	(810)
Transfer of cash flow hedge reserve to property, plant and equipment			2,536	—	—
Items recycled for the year			(1,824)	1,417	—
Time value adjustment for the year			(5,708)	8,752	(3,621)
End of year			881	16,744	(9,769)

200

Note 24

Derivative Financial Instruments

Continued from previous page

Accounting policies

Derivative financial instruments are initially recognised at fair value on the date the derivative contract is

entered into and are subsequently remeasured at fair value through profit and loss. Derivatives are carried

as financial assets, presented as derivative assets, when the fair value is positive and as financial liabilities,

presented as derivative liabilities, when the fair value is negative.

At the inception of a hedge relationship, the Group formally designates and documents the hedge

relationship, including 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 result in the acquisition of non-financial assets, amounts deferred in equity are

transferred from equity and included in the cost of the asset. Where expected future transactions result in

income or expenses, amounts deferred under in equity are transferred from equity to the statement of

profit and loss, in the same item as the hedged transaction, as a reclassification adjustment. In addition, the

entity may transfer the cumulative fair value changes recognised in equity upon derecognition of the

hedged item.

Changes in the fair value of derivative financial instruments not designated as hedges are recognised in the

statement of profit and loss. Certain borrowing facilities when undrawn do not qualify for hedge

accounting. Changes in the fair value of these derivative financial instruments are therefore recognised in

the statement of profit and loss under “Financial income” or “Financial expenses” for interest rate swaps.

The amount included in the hedging reserve is the lower, in absolute terms, of the cumulative fair value

adjustment of the hedging instrument and the hedged item. Hedge ineffectiveness is recognised in the

consolidated statement of profit and loss. Cost of hedging reserves include the time value of options.

These costs are recognised separately in Other Comprehensive Income (OCI) and are amortised over the

life of the hedging instrument, in accordance with the specific hedging relationship. If the hedge is

discontinued, any unamortised cost of hedging is recognised immediately in profit or loss.

201

Note 25

Financial Liabilities: Interest-bearing Loans and Borrowings


As of 31 December 2025				Committed (EUR millions)			Related derivatives contracts
EUR Millions	Interest rate	Maturity	Covenants	Utilised	Accumulated repayments	Unutilised	Average IRS rate	IRS nominal (EUR millions)
Secured
Green Corporate Facility (RCF + term loan)	3 months EURIBOR + 2% - 2.75%	2032	Yes - refer to page 203	283	(87)	148	2.7%	247
Green Corporate Facility - Guarantee	0.8% - 1.2%	2026	Yes - refer to page 203	157	—	43
Total Green Corporate Facility				440	(87)	191
P-Class Facility¹	3 months EURIBOR + 1.6%	2037	Yes - refer to page 203	421	(35)	—	3.0%	105.1
A-Class Facility I & II	3 months EURIBOR + 1.6%	2037	Yes - refer to page 203	262	(5)	263
Wind Keeper Facility	3 months EURIBOR + 2.1%	2030	Yes - refer to page 203	125	—	—
M-Class Facility I & II	3 months EURIBOR + 2.5%	2037	Yes - refer to page 203	420	(13)	—
Unsecured
HoldCo Facility	3 months EURIBOR + 4%	2028	Yes - refer to page 203	125	—	—
HoldCo Facility II	3 months EURIBOR + 4%	2030	Yes - refer to page 203	60	—	—
Unsecured guarantee facility			Yes - refer to page 203	96	—	7
Total (excluding Guarantee facility)				1,696²	(140)	411

1 For the P-class Facility, up to EUR 425 million, EUR 214million was available for Wind Peak of which EUR 421 million has been utilised and the remaining EUR 4 million lapsed.

2 The difference between EUR 1,696 million and the carrying amount of EUR 1,611 million is mainly related to interest and fees.

202

Note 25

Financial Liabilities: Interest-bearing Loans and Borrowings

Continued from previous page

Company Financing

Green Corporate Facility (formerly referred to as “New

debt Facility”)

In December 2023, Cadeler announced the signing of a EUR

550 million Senior Secured Green Facilities, the “Green Corporate

Facility”, with a group of banks led by DNB and supported by

Rabobank, Credit Agricole, Danske Bank, Oversea-Chinese Banking

Corporation (“OCBC”), Standard Chartered Bank and Société

Générale.

The main objective of the Green Corporate Facility is to refinance

and fund upgrades to existing vessels, as well as to provide funding

for general corporate and working capital purposes.

The Green Corporate Facility comprises 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

200 million uncommitted Guarantee facility.

Holdco Facility

In November 2023, Cadeler entered into a bilateral unsecured

Green Loan Facility with HSBC of EUR 80 million, which was upsized

to EUR 125 million during 2024. The main purpose of the facility has

been to pre-finance the construction of the P-class and A-class

newbuild vessels in addition to the upgrade of the existing O-class

vessels.

In November 2025, Cadeler entered into a second unsecured Green

Loan Facility with HSBC and Clifford Capital of EUR 60 million with a

non-committed accordion option of up to EUR 80 million.

As of 31 December 2025, both unsecured facilities are fully utilised.

Project Financing

P-class Facility

In December 2023, Cadeler announced the signing of a Sinosure-

backed Senior Secured Green Term Loan Facility of up to

EUR425 million. The purpose of the P-class Facility is to finance

Cadeler’s two newbuild vessels, Wind Peak and Wind Pace, which

were delivered on August 2024 and March 2025, respectively.

M-class Facility I & II

In August 2024, Cadeler successfully refinanced the USD 436 million

Senior Secured Green Term Loan Facility (M-class Facility) to two

individual M-class facilities (M-class Facility I and M-class Facility II).

Both facilities are backed by Danmarks Eksport og Investeringsfond

(EIFO) and Export Finance Norway (Eksfin), and provide an

aggregate of up to EUR420 million in post-delivery financing. The

two newbuild vessels, Wind Maker and Wind Mover, were delivered

on January 2025 and November 2025, respectively.

A-class Facility

In March 2025, Cadeler entered into a EUR 525m Green Term Loan

Pre-Delivery and Post-Delivery Facility secured by Sinosure and

Eksfin. The purpose of the facility is to finance Cadeler’s two

newbuild vessels, Wind Ally and Wind Ace. Wind Ally has been

successful delivered ahead of schedule in September 2025 and

Wind Ace is expected to be delivered in Q1 2026.

Keeper Facility

In May 2025, Cadeler entered into a bridge facility of up to EUR

150 million for the acquisition of Wind Keeper. This facility was

subsequently refinanced by a EUR 125 million Green Term Loan,

which was fully drawn in October 2025.

203

Note 25

Financial Liabilities: Interest-bearing Loans and Borrowings

Continued from previous page

Covenants

The Group debt facilities include the following covenants:

All debt facilities

•Minimum Free Liquidity: Freely available cash and cash

equivalents of i) the higher of EUR 35 million or 5% of gross

interest-bearing debt, where the ratio of forward-looking

contract cash flow to net interest-bearing debt exceeds 50%

or ii) EUR 50 million or an amount equal to 7.5% of gross

interest-bearing debt at all other times.

•Equity Ratio: The ratio of book equity to total assets must at

all times be a minimum 35%.

•Working capital: The working capital shall be higher than

zero (0).

•Minimum security value (loan-to-value for individual debt

facilities).

Additional items included in Green Corporate Facility

•If, in any reported quarter, the aggregated loan balance

exceeds 80% of the forward-looking expected cash

revenues from legally binding contracts (the Contracted

Cash Flows), the Borrower shall prepay the excess amount

of the loans within five business days.

Additional items included in Holdco Facility

•The Group is subject to a debt service coverage ratio where

cash flow available for debt service (including available

liquidity comprising cash, cash equivalents and undrawn

Green Corporate Facility) at the Parent Company must be at

leaast two times the debt service cash flow relating to the

Holdco Facility (2:1).

Additional items included in M-Class Facility I & II

•The Group is required to maintain a specified number of

employees in Denmark.

All covenants are tested semi-annually, at 30 June and 31 December.

The Group is in compliance with all covenants.

As of the reporting date, M-class Facilities I and II remain unutilised.

Due to the non-utilisation of these facilities, no assessment of

compliance with associated covenants has been required to date.

These covenants, once applicable, will require assessment upon

utilisation of the facilities and include customary financial and other

covenants, including certain change of control provisions, similar to

those disclosed for the utilised facilities.

In addition, the Group is in compliance with the following

requirements:

Restriction on dividends: The Company is not permitted to pay any

dividends or other distributions without lender’s written consent.

Across the Group’s Debt Facilities, dividends and distributions must

not exceed 50% of the consolidated net profit for the respective year

and the net interest bearing debt to EBITDA ratio should not be lower

than 2.75:1. Furthermore, under the Holdco Facility, the Company is

not permitted to make any distributions prior to the delivery of the P-

Class, the first two A-Class and M-Class vessels.

Change of control: If any person or group of persons (other than

Swire Pacific, Scorpio Group or the BW Group) acting in concert

directly or indirectly gains control of 25% or more of the voting and/

or ordinary shares of the Borrower, the Agent (acting on the

instructions of the majority lenders) may, by written notice of 60 days

cancel the total commitments and demand prepayment of all

amounts outstanding under the facilities.

204

Note 25

Financial Liabilities: Interest-

bearing Loans and Borrowings

Continued from previous page

Accounting policies

Debt to credit institutions etc. is recognised at the time of borrowing

at fair value after deduction of directly attributable transaction costs.

Subsequently, the financial liabilities are measured at amortised cost

using the "effective interest method", whereby the difference

between the proceeds and the nominal value is recognised in the

statement of profit and loss under financial expenses over the loan

period.

A financial liability is derecognised when the obligation under the

liability is discharged, cancelled or expires.

When an existing financial liability is replaced by another from the

same lender on substantially different terms, or when 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 original and

the new financial liability is recognised in the statement of profit and

loss.

Note 26

Business Combination

On 19 December 2023, the Group completed the acquisition of Eneti.

The fair value of the identified net assets acquired and goodwill

recognised in the Eneti acquisition comprises as follows:


EUR'000	19 December 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


EUR'000	19 December 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)

205

Note 27

Related Party Transactions

The following significant transactions took place between the Company and related parties within the BW

Group, Scorpio Holdings and Swire Pacific Offshore Holdings Group at terms agreed between the parties:


EUR'000	2025	2024	2023
Purchases of services from related parties	(5,732)	(8,260)	(9,216)
BW Group Limited (including subsidiaries)	(5,455)	(7,121)	(9,199)
Scorpio Holdings Limited (including subsidiaries)	(277)	(1,139)	(17)
Receivables from related parties at reported period	—	214	592
Scorpio Holdings Limited (including subsidiaries)	—	214	592
Payables to related parties at reported period	382	223	162
BW Group Limited (including subsidiaries)	306	181	10
Scorpio Holdings Limited (including subsidiaries)	76	42	152

Related party transactions during the reporting period are primarily related to guarantee fees charged by

BW Group Limited, bunker supply provided by Hafnia Pools (a member of the BW Group), training-related

costs charged by BW Maritime, and administrative expenses charged by Scorpio Services Holding.

As at 31 December 2025, approximately EUR 3 million recognised within prepayments relates to legal and

advisory costs incurred by the Company on behalf of a special purpose vehicle incorporated by BW Altor

Pte. Ltd. in connection with the Cadeler Group’s proposed re-domiciliation to the United Kingdom, as first

disclosed on 28 June 2024. It is anticipated that these costs will be reimbursed by the special purposes

vehicle (which is today a related party) immediately following the contemplated transaction, which the

Company expects to complete in 2026.

In addition, Cadeler has not entered into any significant transactions with members of the Cadeler Board of

Directors or Executive Management, other than remuneration and reimbursement of expenses. Cadeler has

not provided or granted any loans or guarantees to its directors or Executive Management. For information

on remuneration paid to members of the Cadeler Board and Executive Management, refer to Note 8.

Group’s Related Party Transactions

Members of Cadeler’s Executive Management and its Board of Directors, as well as their respective close

family members and entities controlled by them or over which they exercise significant influence are

considered related parties of Cadeler. BW Altor Pte. Ltd. (“BW Altor”) and Scorpio Holdings Limited (“Scorpio

Holdings”), together with certain of their respective affiliates are considered related parties as they are

deemed to be controlled by, or under the significant influence of, Andreas Sohmen-Pao and Emanuele

Lauro (each a member of Cadeler’s Board of Directors), respectively. For the financial year 2022, Swire

Pacific Limited (“Swire Pacific”) was considered a related party of Cadeler due to its significant ownership

stake and the fact that one of its employees served as a director on the Cadeler Board of Directors.

However, with effect from 1 January 2023, Cadeler ceased to consider Swire Pacific to be a related party due

to its reduced ownership percentage and the fact that it was no longer represented on Cadeler’s Board of

Directors.

For the financial years ended 31 December 2025, 2024 and 2023, there were no material transactions

between Cadeler or any entity within the Cadeler Group and BW Altor, Scorpio Holdings and/or Swire

Pacific (or their respective affiliates) other than the transactions described below.

206

Note 27

Related Party Transactions

Continued from previous page

Guarantees provided by BW Group

BW Group has provided COSCO with four guarantees in respect of

the sums payable by Cadeler in accordance with the contracts for the

construction of certain P-class and A-class WTIVs in 2021, 2022 and

2023. Under this guarantee arrangement, certain fees are payable by

the Group to BW Group until the guarantees are discharged in full.

On 27 May 2024, additional guarantees were provided in respect of

the sums owed by Cadeler pursuant to the ordered third A-class

vessel.

Training courses provided by BW Maritime

BW Maritime has provided training courses for Cadeler’s onshore

staff as well as reimbursement of travelling costs for board members.

Administrative support provided by Scorpio Services

Holding

The Group, due to the business combination with Eneti, holds an

agreement with Scorpio Services Holding (“SSH”) for the provision of

administrative staff, office space and accounting, legal compliance,

financial and information technology services for which it is required

to reimburse to SSH for the direct and indirect expenses incurred in

providing such services.

Ultramax and Kamsarmax pools

Through the business combination the Company acquired

receivables positions from Eneti related to transactions to Scorpio

Group related parties for commercial management services. These

services involved securing employment for Eneti’s drybulk vessels in

the spot market or on time charters. The pools are owned by Scorpio

Holdings which is considered a related party.

207

Note 28

Commitments and Pledges

Lease commitments

The future minimum lease payables under non-cancellable low value and short-term leases contracted for

at the balance sheet date but not recognised as liabilities are as follows:


EUR'000	2025	2024	2023
Not later than one year	16,483	117	1,090
Between one and five years	229	219	4,984
	16,712	336	6,074

As of 31 December 2025, the Company’s lease commitments included the lease of third-party vessels

related to T&I activities.

As of 31 December 2023, the Company’s lease commitments included the tenure of the new headquarters.

These commitments were reflected on the balance sheet starting in Q1 2024 as 'Right-of-Use Assets' and

'Lease Liabilities' in accordance with IFRS 16.

The Group has issued performance and payment guarantees through its banking partners in favour of

customers and suppliers in connection with offshore wind installation projects. At 31 December 2025,

outstanding guarantees totalled EUR 253 million. The guarantees relate to the Group’s contractual

performance and payment obligations. No provision has been recognised, as management assesses that an

outflow of resources is not probable. The Group would be required to reimburse the issuing bank should

any guarantee be called.

Pledge of Fixed Assets

The Green Corporate Facility detailed in Note 25 is secured by, inter alia, a first priority mortgage over the

Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan Vessels (EUR 603 million carrying amount, see Note

13). In addition, the facility is secured by a first priority assignment of the earnings of the vessel-owning

entities, including certain change of control provisions which are similar to those included in the P-class

Facility.

The P-class Facility, detailed in Note 25, is secured by a first priority mortgage over the P-class newbuild

vessels, first priority assignments of the insurances and earnings of the P-class newbuilds by Cadeler and the

two borrowers and contain customary financial and other covenants, including certain change of control

provisions. A change of control under the P-class Facility if any person or group of persons acting in concert

(other than Swire Pacific and the BW Group) legally and beneficially holds more than 25% of both the issued

and outstanding share capital and/or the issued and outstanding voting share capital of Cadeler A/S. In

addition, certain changes to the ownership structure further down in the Group will also trigger a change of

control, including, among others, circumstances in which Wind Pace Ltd (formerly referred as to N1064 Ltd)

or Wind Peak Ltd (formerly referred as to N1063 Ltd) ceases to be a wholly owned (direct or indirect)

subsidiary of Cadeler.

208

Note 28

Commitments and Pledges

Contractual amounts, newbuilds vessels:


Millions	P-Class	M-Class	A-Class	Total
Contract amount in EUR	220	—	299	519
Contract amount in USD	390	655	794	1,839
Total Contract amount translated to EUR	573	600	981	2,154
Remaining commitments, newbuilds vessels:
Commitment amount in EUR	—	—	40	40
Commitment amount in USD	—	—	496	496
Remaining commitment translated to EUR at 31 December 2025	—	—	462	462
Commitment amount in EUR	—	—	105	105
Commitment amount in USD	193	425	724	1,342
Remaining commitment translated to EUR at 31 December 2024	185	409	801	1,395
Commitment amount in EUR	69	—	105	174
Commitment amount in USD	390	524	426	1,340
Remaining commitment translated to EUR at 31 December 2023	421	474	490	1,385

Maturity of total payments are disclosed in Note 23.

P-Class vessels

Since 30 June 2021, the Company had a contract with COSCO to build two new P-class WTIVs. On 14 August

2024, Wind Peak was delivered and the final instalments were paid upon delivery. On 26 March 2025, Wind

Pace was delivered with the final instalments also paid upon delivery.

A-class vessels

On 9 May 2022 and 22 November 2022, the Company entered into contracts with COSCO to build a total of

two new A-class FIVs. In May 2024, the Company entered into an additional contract with COSCO to build

the third A-class FIV. On 29 September 2025, Wind Ally was delivered, with the final instalments paid upon

delivery.

The remaining amounts are due in 2026 and 2027 with expected deliveries in Q3 2026 and Q2 2027,

respectively.

M-Class vessels

As a result of the business combination with Eneti, the Company had a contract with Hanwha for the

construction of two next-generation offshore WTIVs.

On 31 January 2025, Wind Maker was delivered and the final instalments were paid upon delivery. On 28

November 2025, Wind Mover was delivered with the final instalments also paid upon delivery.

209

Note 29

Group Information

The consolidated financial statements of the Group include the following subsidiaries, which are all wholly

owned by the Parent Company:


Entities	Country
Vessel owning entities
Wind Orca Ltd	Cyprus
Wind Osprey Ltd	Cyprus
Wind Peak Ltd (formerly referred as to N1063 Ltd)	Cyprus
Wind Pace Ltd (formerly referred as to N1064 Ltd)	Cyprus
Wind Ally Ltd.	Cyprus
Wind Ace Ltd.	Cyprus
Wind Maker Ltd (formerly referred to as Seajacks 1 Ltd)	UK
Wind Mover Ltd (formerly referred to as Seajacks 5 Ltd)	UK
Wind Scylla Ltd (formerly referred to as Seajacks 5 Ltd)	UK
Wind Keeper Ltd (formerly referred to as Seajacks 7 Ltd)	UK
Seajacks 3 Japan LLC	Japan
Trading and Operations
Cadeler UK Ltd (formerly referred to as Seajacks UK Ltd)	UK
Cadeler UK Ltd Taiwan Branch (formerly referred as to Seajacks UK Ltd Taiwan Branch)	Taiwan
Seajacks US Inc.	USA
Seajacks Merman Marine Ltd	Bermuda
Cadeler Crewing Services Ltd (formerly referred to as Seajacks Crewing Services Ltd)	UK
Cadeler Management Services SARL	Monaco
Seajacks Japan LLC	Japan
Investment holding entities
Wind MI Ltd	Marshall Islands
Cadeler Holdings Ltd (formerly referred to as Atlantis Investorco Ltd)	Bermuda
Atlantis Investorco Ltd	UK


Entities	Country
Investment holding entities (continuation)
Cadeler International Ltd (formerly referred to as Seajacks International Ltd)	UK
Dormant entities
SBI Chartering and Trading Ltd	Marshall Islands
SBI Macarena Shipping Company Ltd	Marshall Islands
SBI Taurus Shipping Company Ltd	Marshall Islands

During 2025, several entities were dissolved:


Entities	Country
Investment holding entities
Atlantis Equityco Ltd	UK
Atlantis Midco Ltd	UK
Dormant entities
SBI Parapara Shipping Company Ltd	Marshall Islands
SBI Pegasus Shipping Company Ltd	Marshall Islands
SBI Perseus Shipping Company Ltd	Marshall Islands
Eneti (Bermuda) Ltd	Bermuda
Seajacks 2 Ltd	UK
Seajacks 3 Ltd	UK
Seajacks 8 Limited	UK

210

Note 30

Events After Reporting Period

Management has evaluated events and transactions occurring after

the balance sheet date through the date the financial statements

were available to be issued. Based on this evaluation, there were no

subsequent events identified that require adjustment to or disclosure

in the accompanying financial statements.

Note 31

Authorisation of Financial

Statements

These financial statements were authorised for issue by a resolution

of the Board of Directors and Executive Management of Cadeler A/S

on 24 March 2026 and will be submitted for approval to the

shareholders of the Company at the annual general meeting to be

held on 21 April 2026.

211

Parent Company

Financial

Statements

212

Parent Company Statement of Profit and Loss


EUR'000	Note	2025	2024	2023
Revenue	2	422,004	126,680	108,810
Cost of sales	3	(221,318)	(77,283)	(57,077)
Gross profit		200,686	49,397	51,733
Administrative expenses	3	(55,217)	(38,347)	(33,666)
Operating profit		145,469	11,050	18,067
Finance income		1,312	11,258	1,362
Finance costs		(31,283)	(2,496)	(8,081)
Profit before income tax		115,498	19,812	11,348
Income tax credit/expense	5	(1,359)	—	—
Profit for the year		114,139	19,812	11,348

213

Parent Company Balance Sheet


EUR'000	Note	2025	2024	2023
Assets
Non-current assets
Intangible assets	7	1,000	312	240
Property, plant and equipment	8	361,248	475,632	369,154
Other non-current assets		20,000	—	—
Financial assets
Investments in subsidiaries	9	1,105,545	745,499	745,489
Leasehold deposits		1,141	1,014	1,220
Derivatives	11	540	1,915	338
Total financial assets		1,107,226	748,428	747,047
Total non-current assets		1,489,474	1,224,372	1,116,441
Current assets
Inventories		2,377	848	1,836
Receivables
Trade receivables		168,506	47,958	35,227
Receivables from subsidiaries	15	173,243	424,506	91,510
Current Income tax receivable		—	—	12
Other current assets		6,940	11,140	5,212
Total receivables		348,689	483,604	131,961
Derivatives	11	—	7,742	—
Cash and bank balances		41,311	16,727	59,436
Total current assets		392,377	508,921	193,233
Total assets		1,881,851	1,733,293	1,309,674


EUR'000	Note	2025	2024	2023
Equity
Share capital	14	47,144	47,144	41,839
Share premium		1,099,495	1,099,495	952,858
Treasury shares		(2,999)	(1,283)	—
Reserves		(3,116)	(8,365)	(17,938)
(Accumulated losses)/retained earnings		113,716	(2,494)	(23,968)
Total equity		1,254,240	1,134,497	952,791
Liabilities
Non-current liabilities
Debt to credit institutions	12	439,575	358,395	204,773
Deferred revenue	2	27,759	942	1,778
Derivatives	11	5,331	12,906	17,957
Total non-current liabilities		472,665	372,243	224,508
Current liabilities
Debt to credit institutions	12	15,463	13,056	799
Deferred revenue	2	107,662	31,641	10,190
Trade and other payables		31,078	29,344	16,437
Payables to related parties		306	181	10
Payables to subsidiaries	15	5	152,317	100,922
Current income tax liabilities		432	14	13
Derivatives	11	—	—	4,004
Total current Liabilities		154,946	226,553	132,375
Total liabilities		627,611	598,796	356,883
Total equity and liabilities		1,881,851	1,733,293	1,309,674

214

Parent Company Statement of Changes in Equity


EUR'000	Note	Share capital	Share premium	Treasury shares	Hedging reserves	(Accumulated losses)/ retained earnings	Total
2025
Beginning of financial year		47,144	1,099,495	(1,283)	(8,365)	(2,494)	1,134,497
Profit for the year		—	—	—	—	114,139	114,139
Value adjustments of hedging instruments		—	—	—	5,249	—	5,249
Treasury shares		—	—	(1,716)	—	—	(1,716)
Share-based payments		—	—	—	—	2,071	2,071
End of financial year		47,144	1,099,495	(2,999)	(3,116)	113,716	1,254,240
2024
Beginning of financial year		41,839	952,858	—	(17,938)	(23,968)	952,791
Profit for the year		—	—	—	—	19,812	19,812
Value adjustments of hedging instruments		—	—	—	9,573	—	9,573
Capital increase February 2024	9	5,301	149,567	—	—	—	154,868
Costs incurred in connection with February 2024 capital increase		—	(3,014)	—	—	—	(3,014)
Capital increase June 2024		4	84	—	—	—	88
Treasury shares		—	—	(1,283)	—	—	(1,283)
Share-based payments		—	—	—	—	1,662	1,662
End of financial year		47,144	1,099,495	(1,283)	(8,365)	(2,494)	1,134,497

215

Parent Company Statement of Changes in Equity

Continued from previous page


EUR'000	Note	Share capital	Share premium	Treasury shares	Hedging reserves	(Accumulated losses)/ retained earnings	Total
2023
Beginning of financial year		26,575	509,542	—	1,343	(12,831)	524,629
Profit for the year		—	—	—	—	11,348	11,348
Value adjustments of hedging instruments		—	—	—	(19,281)		(19,281)
Registration of new shares in connection with December 2023 business combination		15,264	450,271	—	—	—	465,535
Costs incurred in connection with listing			(6,955)	—	—	—	(6,955)
Changes from business combination		—	—	—	—	(23,619)	(23,619)
Share-based payments		—	—	—	—	1,134	1,134
End of financial year		41,839	952,858	—	(17,938)	(23,968)	952,791

216

Notes to the Parent

Company Financial

Statements

217

Note 1

Accounting Policies

The Parent Company financial statements of Cadeler A/S for 2025

have been prepared in accordance with the provisions of the Danish

Financial Statements Act applicable to reporting class D entities.

The Parent Company’s accounting policies on recognition and

measurement are generally consistent with those of the Group. Any

differences between the Parent Company’s accounting policies and

the Group’s accounting policies are described below.

Changes in accounting policies

The Parent Company financial statements have been prepared using

the same accounting policies as in the prior years.

Omission of a cash flow statement

With reference to Section 86(4) of the Danish Financial Statements

Act, no cash flow statement has been prepared. The Company's cash

flows are included in the consolidated cash flow statement of Cadeler

A/S.

Dividends from subsidiaries

Dividends from subsidiaries are recognised in the statement of profit

and loss to the extent that the dividend does not exceed the

accumulated earnings of the subsidiary during the period of

ownership.

Receivables

Receivables are measured at amortised cost.

The Company has chosen IAS 39 as the basis for impairment of

financial receivables.

An impairment loss is recognised if there is objective evidence that a

receivable or a group of receivables is impaired. If there is objective

evidence that an individual receivable has been impaired, an

impairment loss is recognised on an individual basis.

Revenue

The Company has chosen IFRS 15 under Danish GAAP as the basis for

revenue recognition. For further information on accounting policies

refer to Note 3 in the consolidated financial statements.

The Company’s revenue includes intercompany transactions with

Wind Orca, Wind Osprey, Wind Peak, and Wind Pace, which are

governed by ship management agreements. The Company

recognises revenue from the Wind entities during off-hire periods

(off-hire ship management costs).

Investments in subsidiaries

Investments in subsidiaries are initially measured at cost less

impairment. Dividends received that exceed the accumulated

earnings of the subsidiary during the period of ownership are treated

as a reduction of the investment cost. Costs incurred in connection

with the purchase of subsidiaries are included in the cost of the

investment. Where the carrying amount exceeds the recoverable

amount, an impairment loss is recognised, reducing the carrying

amount to the recoverable amount.

The carrying amount of investments in subsidiaries is tested for

impairment when an indication of impairment arises.

218

Note 1

Accounting Policies

Continued from previous page

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 through 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 derivatives liabilities, when the fair value is negative.

For further details on the accounting policies, refer to Note 23 in the

Consolidated Financial Statements, with the exception that cost of

hedging is not permitted under Danish GAAP.

Property, plant and equipment

Property, plant and equipment are recognised at cost less

accumulated depreciation and accumulated impairment losses.

Depreciation is calculated using the straight-line method to allocate

their depreciable amounts over the assets’ estimated useful lives. The

estimated useful lives are as follows:


	Useful lives
Other fixtures and fittings	Two to three years

Share capital

Ordinary shares are classified as equity. When there is a capital

increase through the issuance of new shares, these shares are

recorded at their nominal value.

Share premium reserve and treasury shares

The share premium reserve represents the capital contributed by

investors exceeding the nominal value of the shares issued, net of any

incremental costs directly associated with the issuance of new shares.

Own equity instruments that are reacquired (treasury shares) are

recognised at cost and deducted from equity. No gain or loss is

recognised in profit or loss on the purchase, sale, issue or

cancellation of the Group’s own equity instruments. Any difference

between the carrying amount and the consideration received, if

reissued, is recognised in equity.

Hedging reserves and retained earnings

Hedging reserves reflect the changes in the fair value of derivative

financial instruments designated as cash flow hedges. Retained

earnings include results from prior periods, changes in equity arising

from business combination purchase price adjustments, and share-

based payments.

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 equity instruments

(equity-settled transactions). For further details on the accounting

policies, refer to Note 7 in the Consolidated Financial Statements.

Changes in the fair value of derivative financial instruments

designated as cash flow hedges are recognised in equity and

presented under “Hedging reserves” (equity).

Leasing with the Company as lessee

The Company has decided to apply IAS 17 as the basis for accounting

for leases. Leases that do not transfer substantially all the risks and

rewards incident to ownership to the entity are operating leases.

Payments relating to operating leases and any other leases are

recognised in the income statement over the term of the lease. The

Group’s or the Parent Company’s total liabilities relating to operating

leases and other leases are disclosed under contingencies.

219

Note 2

Revenue

Refer to Note 3 in the consolidated financial statements for disclosure

relating to revenue.

Parent company revenue includes the receipt of termination fees

under a Long-Term Agreement (LTA). Further includes revenue from

related parties totalling EUR 7.4 million (2024: EUR 2.1 million; 2023:

EUR 3.6 million). Related party revenue consists of income derived

from the management and maintaining of the two WTIVs during off-

hire periods.

Deferred revenue relates to that portion of the consideration received

from customers that relates to unsatisfied performance obligations

under the relevant charter contract at the time of the receipt of that

revenue. Revenue will be recognised when the related services are

provided to the customers. For further information on accounting

policies, refer to Note 3 in the Consolidated Financial Statements.

Segment information

The Group’s management does not operate or make decisions based

on customer types, types of service, revenue streams or geographical

segments. In 2025, the Group operated nine WTIVs, which are viewed

as a single operating segment and can operate in all geographical

areas required for the specification of a specific windfarm project.

The following table presents financial information by country and

region based on the location of the service provided. Individual

countries are shown if they are above 10% of revenue:


EUR'000	2025	2024	2023
Total revenue by country and region
Denmark	102,466	51,095	5,000
UK	131,631	68,060	48,472
Germany	60,439	—	—
Poland	58,512	—	—
Netherlands	—	5,410	51,758
Rest of Europe	12,435	2,115	3,580
Europe	365,483	126,680	108,810
United States	56,521	—	—
Total Revenue	422,004	126,680	108,810

220

Note 3

Expenses by Nature


EUR'000	Note	2025	2024	2023
Cost of sales
Bareboat charter hire, from subsidiaries		134,608	43,407	29,508
Insurance		3,598	1,066	42
Seafarer payroll	4	27,215	15,590	14,420
Fuel and oil		6,015	1,121	501
Maintenance		9,550	4,145	4,917
Messing costs		2,743	1,304	1,398
Seafarer travel		7,774	3,031	2,835
Specific charter costs		28,535	6,463	2,882
Utilities		1,064	719	389
Other operating expenses		189	437	190
Tonnage tax		27	—	(5)
Total cost of sales		221,318	77,283	57,077


EUR'000	Note	2025	2024	2023
Administrative expenses
Depreciation and amortisation	7,8	1,316	970	504
Employee compensation	4	33,406	20,680	18,983
Repair and maintenance expenses		2,802	2,270	1,123
Legal and professional fees		7,359	5,908	1,406
Transaction costs		—	—	7,707
Rental expenses		2,671	2,385	731
Travel expense		1,687	1,164	965
Marketing and entertainment expenses		830	1,001	601
Other expenses		5,146	3,969	1,646
Total administrative expenses		55,217	38,347	33,666

221

Note 3

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	2025	2024	2023
Statutory audit	1,748	1,930	464
Tax services	34	201	—
Other assurance services	25	9	1,608
Other services	—	22	606
Total	1,807	2,162	2,678

Statutory audit services consist of fees for professional services rendered by EY for the audit of the Group’s

annual consolidated financial statements, as well as services that are provided by the auditor in connection

with statutory audit.

Tax services consist of tax compliance services.

Other assurance services include re-audits and assurance reports in respect of pro-forma financial

information in connection with regulatory filings in December 2023, as well as reviews of interim financial

information.

Other services consist of permitted non-audit services, including fees for work performed in connection with

the US listing in December 2023.

222

Note 4

Employee Compensation

Onshore - presented within administrative expenses


EUR'000	Note	2025	2024	2023
Wages and salaries		27,003	18,233	16,671
Employer's contribution to defined contribution plans		3,345	1,338	819
Share based payment expense	6	936	896	1,134
Other short-term benefits		2,122	213	359
Total onshore employee compensation		33,406	20,680	18,983
Average number of full-time employees		211	144	105

Offshore - presented within cost of sales


EUR'000	Note	2025	2024	2023
Wages and salaries		24,434	13,991	13,190
Employer's contribution to defined contribution plans		2,561	1,416	1,060
Other short-term benefits		220	183	170
Total offshore employee compensation		27,215	15,590	14,420
Average number of full-time employees		359	200	167

Total


EUR'000	Note	2025	2024	2023
Wages and salaries		51,437	32,224	29,861
Employer's contribution to defined contribution plans		5,906	2,754	1,879
Share based payment expense		936	896	1,134
Other short-term benefits		2,342	396	529
Total employee compensation		60,621	36,270	33,403
Average number of full-time employees		570	344	272

223

Note 5

Tax


EUR'000	2025	2024	2023
Tax expense attributable to profit is made up of:
Adjustment to prior periods - current tax	1,359	—	—
Total	1,359	—	—

An expansion of the Danish Tonnage Tax regime to cover WTIVs was passed in January 2020 with

retroactive effect from 2017, 2017 inclusive.

On 15 December 2020, Cadeler A/S received a binding ruling from the Danish Tax Authorities. According to

this ruling, Cadeler A/S was permitted to apply the Danish Tonnage Taxation following the listing of its

shares on 27 November 2020. Management applied the Danish Tonnage Taxation during 2021. The

recorded tonnage tax expense for 2025 in Denmark amounts to EUR 34 thousand.

Cadeler A/S also has material tax losses from previous periods available for carry forward. Such tax losses

can be utilised against future tonnage taxation income and other income, which does not qualify for

tonnage taxation. The tax value of tax losses for carry forward as of 31 December 2025 is approximately EUR

52.1 million, which has not been recognised for the reasons set out in Note 21 to the consolidated financial

statements. The tax losses are not subject to expiry, but their utilisation is limited on an annual basis.

Tonnage taxes are not accounted for as income tax. Accordingly, the related costs are presented as part of

cost of sales. No tax expense has been recognised in 2025 in relation to Danish Tonnage Tax.

224

Note 6

Board of Directors and Executive Management Compensation


			2025			2024			2023
EUR'000	Board of directors	Executive management	Total	Board of directors	Executive management	Total	Board of directors	Executive management	Total
Wages, salaries and board fees	419	998	1,417	334	955	1,289	183	821	1,004
Pension costs - defined contribution plans	—	100	100	—	95	95	—	29	29
Share based payment	—	1,249	1,249	—	957	957	—	588	588
Other short-term benefits	—	35	35	—	41	41	—	55	55
Cash bonus	—	2,473	2,473	—	1,197	1,197	—	1,155	1,155
Total management compensation	419	4,855	5,274	334	3,245	3,579	183	2,648	2,831

225

Note 7

Intangible Assets


EUR'000	2025	2024	2023
Software
Cost
Beginning of period	954	693	662
Additions	906	299	31
Disposals	—	(38)	—
31 December 2025	1,860	954	693
Accumulated amortization
Beginning of period	642	453	243
Amortization charge	218	189	210
31 December 2025	860	642	453
Carrying amount	1,000	312	240

Additions during 2025 2024 and 2023: are mainly related to further developments of the Company’s

software solutions.

226

Note 8

Property, Plant and Equipment


EUR'000	Other fixtures and fittings	Assets under construction	Total
Cost 2025
Beginning of financial year	3,053	473,505	476,558
Additions	608	229,765	230,373
Disposals	—	(343,660)	(343,660)
31 December 2025	3,661	359,610	363,271
Accumulated depreciation
Beginning of financial year	926	—	926
Depreciation charge	1,097	—	1,097
Disposals	—	—	—
31 December 2025	2,023	—	2,023
Net book value	1,638	359,610	361,248

Additions during 2025 were mainly driven by vessel newbuild and upgrades. Disposals during 2025 were

mainly attributable to the sale of Wind Pace and Wind Ally to their respective subsidiaries, with no gain/loss

recognised due to the recharge taking place at cost. Borrowing costs for 2025 have been capitalised for a

total of EUR 13.1 million (2024: 19.7 million; 2023: EUR 7.1 million). The capitalisation rate used to determine

the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the

Company’s general borrowings during the reporting period, being 6.05% (2024: 7.6%; 2023: 5.5%).


EUR'000	Other fixtures and fittings	Assets under construction	Total
Cost 2024
Beginning of financial year	539	368,470	369,605
Additions	2,820	356,095	358,915
Disposals	(306)	(251,060)	(251,366)
31 December 2024	3,053	473,505	476,558
Accumulated depreciation
Beginning of financial year	451	—	451
Depreciation charge	781	—	781
Disposals	(306)	—	(306)
31 December 2024	926	—	926
Net book value	2,127	473,505	475,632

Additions during 2024 were mainly driven by vessel newbuild and upgrades. Disposals during 2024 were

driven by the sale of Wind Peak to a subsidiary.

227

Note 8

Property, Plant and Equipment


EUR'000	Other fixtures and fittings	Assets under construction	Total
Cost 2023
Beginning of financial year	536	320,964	321,500
Additions	3	47,506	48,105
31 December 2023	539	368,470	369,605
Accumulated depreciation
Beginning of financial year	445	—	445
Depreciation charge	6	—	6
31 December 2023	451	—	451
Net book value	88	368,470	369,154

Additions during 2023 were primarily driven by down payments of EUR 19.2 million relating to the new P-

class installation vessels (EUR 15.4 million) and the new A-class FIVs (EUR 3.8 million), which are represented

above as assets under construction. In addition, assets under construction include EUR 7.6 million in

guarantee fees payable to BW Group related to the A-class and P-class newbuild vessels as well as EUR 2.2

million relating to assets associated with future projects that have not yet commenced.

Borrowing costs for 2023 have been capitalised in the amount of EUR 7.1 million (2023: EUR 4.2 million). The

capitalisation rate applied to determine the amount of borrowing costs eligible for capitalisation is the

weighted average interest rate applicable to the Company’s general borrowings during the reporting

period, being 5.5%.

228

Note 9

Investment in Subsidiaries

Shown below are movements related to investments in subsidiaries:


EUR'000	2025	2024	2023
Cost
Beginning of financial year	745,489	745,489	249,534
Additions	360,056	—	495,955
End of financial year	1,105,545	745,489	745,489
Impairment
Beginning of financial year	—	—	—
End of financial year	—	—	—
Carrying amount	1,105,545	745,489	745,489

The list of subsidiaries is presented in Note 29 of the Consolidated Financial Statements.

In 2023, an additional EUR 496 million relates to a business combination, pursuant to which Cadeler A/S

acquired 100% of the shares in Eneti through a share exchange.

The shares were recognised at a cost price of EUR 496 million, including acquisition-related expenses

amounting to EUR 15 million. This cost consists of the fair value of shares issued, amounting to EUR 441

million, and a squeeze-out payment of EUR 55 million.

All transaction costs incurred have been included in the cost, which differs from the presentation in the

Consolidated Financial Statements, where some transaction costs are expensed, while others are deducted

from equity.

Further details regarding the issuance of shares in connection with the business combination are disclosed

in Note 14.

As of 31 December 2025, management has not identified any indicators of impairment. Accordingly, no

impairment has been recognised. The carrying amount of investments in subsidiaries is subject to

impairment testing if impairment indicators are identified.

Note 10

Share-based Payments

Share-based payments are disclosed in Note 7 to the Consolidated Financial Statements.

Note 11

Derivatives

Derivative Financial Instruments are disclosed in Note 24 to the Consolidated Financial Statements. Not all

derivatives are entered into by the Parent Company, as derivative liabilities of EUR 8.4 million and derivative

assets of EUR 2.1 million are entered into by subsidiaries. Derivatives are measured at Level 2 in the fair value

hierarchy. As of 31 December 2025, the fair value of the derivative assets amounts to EUR 2,640 thousand

(2024: EUR 9.7 million; 2023: EUR 338 thousand) and derivative liabilities amount to EUR 13.7 million (2024:

EUR 12.9 million; 2023: EUR 22 million). Derivatives in the parent Company primarily relate to interest rate

swap contracts and FX forward contract, for which further details are provided in note 24 to the

consolidated financial statements.

Note 12

Debt to credit institutions

The total amount of utilised debt, amounting to EUR 468 million, is due within 5 years.

229

Note 13

Off-Balance Sheet Obligations and Commitments

The Company has off-balance sheet obligations relating to the leasing of vessels from its subsidiaries Wind

Orca Ltd, Wind Osprey Ltd., Wind Peak Ltd, Wind Pace Ltd, and Wind Ally Ltd. The off-balance sheet

obligations relating to the vessels are estimated to amount to up to EUR 208.9 million, depending on the

number of days the vessels are on hire. Moreover, the Company has concluded customary bilateral

agreements in the ordinary course of business of the Company.

Additionally, the Company’s has off-balance sheet commitments related to the lease of third-party vessels

related to T&I activities. The off-balance sheet obligations relating to these vessel is estimated to amount to

up to EUR 16.3 million.

The Company has issued performance and payment guarantees through its banking partners in favour of

customers and suppliers in connection with offshore wind installation projects. At 31 December 2025,

outstanding guarantees totalled EUR 201 million. The guarantees relate to the Group’s contractual

performance and payment obligations. No provision has been recognised, as management assesses that an

outflow of resources is not probable. The Company would be required to reimburse the issuing bank should

any guarantee be called.

P-class vessels

Since 30 June 2021, the Company has a contract with COSCO to build two new P-class WTIVs. On 14 August

2024, Wind Peak was delivered and the final instalments were paid upon delivery. On 26 March 2025, Wind

Pace was delivered with the final instalments also paid upon delivery.

A-class vessels

On 9 May 2022 and 22 November 2022, the Company signed contracts with COSCO to build a total of two

new A-class FIVs. In May 2024, the Company signed an additional contract with COSCO to build the third A-

class FIV. On 29 September 2025, Wind Ally was delivered with the final instalments paid upon delivery.

The total contract value for the new vessels amounts to approximately EUR 1.0 billion, of which

approximately EUR 167 million was paid in 2022 EUR 94 million was paid in 2024 and EUR 257 million was

paid in 2025. The remaining amounts will fall due in the period from 2026 to 2027.

Of the total contract value, USD 794 million is payable in USD and EUR 299 million is payable in EUR.

Further information regarding the remaining instalments for the newbuild vessels is provided in Note 28 to

the Consolidated Financial Statements.

Financial liabilities: Interest-bearing loans and borrowings

Terms and covenants relating to the Debt Facilities are disclosed in Note 25 to the Consolidated Financial

Statements.

230

Note 14

Issued Share Capital


EUR'000	No. of shares (in thousands)	Total
Beginning of financial year 2023	197,600	26,575
First issue for capital increase 2023	113,809	15,264
Second issue for capital increase 2023	—	—
End of financial year 2023	311,409	41,839
First issue for capital increase 2024	39,520	5,301
Second issue for capital increase 2024	28	4
End of financial year 2024	350,957	47,144
End of financial year 2025	350,957	47,144

As of 31 December 2025, the Group had share capital amounting to DKK 350,958 thousand, equal

to EUR 47,143 thousand, consisting of 350,957,583 shares of nominal DKK 1 each.

All shares carry equal rights.

Treasury shares

On 30 May 2025, the Company completed a share buy-back programme to fulfil share based incentive

obligations resulting in the repurchase of 395,200 shares of a nominal value of DKK 1 each at an average

price of NOK 49.90, corresponding to an aggregate amount of EUR 1.7 million, including commission.

On 31 December 2025, the Company held 89,992 treasury shares.

Note 15

Related Parties

Cadeler A/S’ related party transactions include revenue from the subsidiaries of EUR 7.4 million relating to

the management and maintenance of vessels during off-hire periods as well as operating lease expenses

paid to the subsidiaries of EUR 134.6 million relating to vessels during on-hire periods. Furthermore,

receivables from subsidiaries of EUR 173.2 million are recognised.

Cadeler A/S’ related parties comprise its subsidiaries, as listed in Note 9, all of which are wholly owned by

the Company.

Cadeler A/S also engages in related party transactions, as disclosed in Note 27 to the Consolidated

Financial Statements, excluding transactions related to Scorpio Holdings that were not entered into by the

parent company.

Note 16

Appropriation of Profit and Loss


EUR'000	2025	2024	2023
Recommended appropriation of profit and loss
Retained earnings/accumulated loss	114,139	19,812	11,348
	114,139	19,812	11,348

231

Note 17

Events After Reporting Period

Management has evaluated events and transactions occurring after

the balance sheet date through the date the financial statements

were available to be issued. Based on this evaluation, there were no

subsequent events identified that require adjustment to or disclosure

in the accompanying financial statements.

232

Statement by

Management

233

Statement by Management

The Board of Directors and the Executive Board have today discussed

and approved the annual report of Cadeler A/S for 2025.

The consolidated financial statements have been prepared in

accordance with IFRS Accounting Standards as adopted by the EU

and as issued by the International Accounting Standards Board

(IASB), and with additional disclosure requirements in the Danish

Financial Statements Act. The Parent Company financial statements

have been prepared in accordance with the Danish Financial

Statements Act.

In our opinion, the consolidated financial statements and the Parent

Company financial statements give a true and fair view of the

financial position of the Group and the Parent Company as of

31 December 2025 and of the results of their operations and the

consolidated cash flows for the financial year 1 January to

31 December 2025

In connection with digital filing under the ESEF Regulation, in our

opinion, the Annual Report for the financial year ended 31 December

2025, has been prepared in all material respects in compliance with

the ESEF Regulation.

The sustainability statement has been prepared in accordance with

the ESRS as required by the Danish Financial Statements Act section

99a as well as Article 8 of the EU Taxonomy Regulation.

Further, in our opinion, the Management's review gives a fair review

of the development of the Group's and the Parent Company's

activities and financial matters, results for the year, consolidated cash

flows and financial position as well as a description of material risks

and uncertainties that the Group and the Parent Company face.

We recommend that the Annual Report be approved at the annual

general meeting.

Copenhagen, 24 March 2026

Executive Management


Mikkel Gleerup CEO	Peter Brogaard Hansen CFO

Board of Directors

Andreas Sohmen-Pao

Emanuele Lauro

Ditlev Wedell-Wedellsborg

Andrea Abt

James B. Nish

Colette Cohen

Thomas Thune Andersen

234

Independent

Auditor's

Reports

235

Independent Auditor's Reports

Independent Auditor’s report

To the shareholders of Cadeler A/S

Report on the audit of the Consolidated Financial Statements and

Parent Company Financial Statements

Opinion

We have audited the consolidated financial statements and the

parent company financial statements of Cadeler A/S for the financial

year 1 January – 31 December 2025, which comprise balance sheet,

statement of changes in equity and notes, including material

accounting policy information, for the Group and the Parent

Company, a consolidated statement of profit and loss and other

comprehensive income and a consolidated statement of cash flow for

the Group, and a statement of profit and loss for the Parent

Company. The consolidated financial statements are prepared in

accordance with IFRS Accounting Standards as issued by the IASB

and as adopted by the EU and additional requirements of the Danish

Financial Statements Act, and the parent company financial

statements are prepared in accordance with the Danish Financial

Statements Act.

In our opinion, the consolidated financial statements give a true and

fair view of the financial position of the Group at 31 December 2025

and of the results of the Group's operations and cash flows for the

financial year 1 January – 31 December 2025 in accordance with IFRS

Accounting Standards as issued by the IASB and as adopted by the

EU and additional requirements of the Danish Financial Statements

Act.

Further, in our opinion the parent company financial statements give

a true and fair view of the financial position of the Parent Company at

31 December 2025 and of the results of the Parent Company's

operations for the financial year 1 January – 31 December 2025 in

accordance with the Danish Financial Statements Act.

Our opinion is consistent with our long-form audit report to the Audit

Committee and the Board of Directors.

Basis for opinion

We conducted our audit in accordance with International Standards

on Auditing (ISAs) and additional requirements applicable in

Denmark. Our responsibilities under those standards and

requirements are further described in the "Auditor's responsibilities

for the audit of the consolidated financial statements and the parent

company financial statements" (hereinafter collectively referred to as

"the financial statements") section of our report. We believe that the

audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the

International Ethics Standards Board for Accountants' International

Code of Ethics for Professional Accountants (IESBA Code), as

applicable to audits of financial statements of public interest entities,

and the additional ethical requirements applicable in Denmark to

audits of financial statements of public interest entities. We have also

fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

To the best of our knowledge, we have not provided any prohibited

non-audit services as described in article 5(1) of Regulation (EU) no.

537/2014.

236

Independent Auditor's Reports

Continued from previous page

Appointment of auditor

Cadeler A/S’ shares were initially listed on Nasdaq Oslo in November

2020. Subsequent to the listing, we were appointed by resolution of

the general meeting held on 29 April 2021 for the financial year 2021

and since the listing, we have been reappointed annually by

resolution of the general meeting for a total consecutive period of 5

years up until the financial year 2025.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the financial

statements for the financial year 2025. These matters were addressed

during our audit of the financial statements as a whole and in

forming our opinion thereon. We do not provide a separate opinion

on these matters. For each matter below, our description of how our

audit addressed the matter is provided in that context.

We have fulfilled our responsibilities described in the "Auditor's

responsibilities for the audit of the financial statements" section,

including in relation to the key audit matter below. Accordingly, our

audit included the design and performance of procedures to respond

to our assessment of the risks of material misstatement of the

financial statements. The results of our audit procedures, including

the procedures performed to address the matter below, provide the

basis for our audit opinion on the financial statements.

Recognition of revenue from time charter and

transportation and installation activities

As discussed in note 3 to the consolidated financial statements, the

Company recognized EUR 490 million in revenue from time charter

and transportation and installation activities for the year ended

31 December 2025. Evaluating the criteria for recognizing revenue

from contracts required management judgment in identifying

performance obligations.

Auditing the Company’s revenue from time charter and

transportation and installation activities is a key audit matter due to

the complexity and efforts in determining whether the contracts

contain one or more performance obligations.

How we addressed the matter in our audit

We obtained an understanding, evaluated the design and tested the

operating effectiveness of the Company's internal controls over the

revenue recognition process, including management’s review

controls over the contracts and related determination of the

performance obligations.

Our audit procedures included, among others, inspection of

customer contracts to understand the contracts. For a sample of

customer agreements, we obtained and inspected the contract

source documents and evaluated the Company’s identification of

distinct performance obligations and measurement methods against

the principles in IFRS 15 Revenue from Contracts with Customers and

IFRS 16 Leases.

We also evaluated the adequacy of the Company’s disclosures

included in Note 3 to the consolidated financial statements.

237

Independent Auditor's Reports

Continued from previous page

Statement on the Management's review

Management is responsible for the Management's review.

Our opinion on the financial statements does not cover the

Management's review, and we do not as part of our audit express any

assurance conclusion thereon.

In connection with our audit of the financial statements, our

responsibility is to read the Management's review and, in doing so,

consider whether the Management's review is materially inconsistent

with the financial statements, or our knowledge obtained during the

audit, or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether the

Management's review provides the information required by relevant

law and regulations. This does not include the requirements in

paragraph 99a related to the sustainability statement covered by the

separate auditor’s limited assurance report hereon.

Based on our procedures, we conclude that the Management's

review is in accordance with the financial statements and has been

prepared in accordance with the requirements of relevant law and

regulations. We did not identify any material misstatement of the

Management's review.

Management's responsibilities for the financial

statements

Management is responsible for the preparation of consolidated

financial statements that give a true and fair view in accordance with

IFRS Accounting Standards as adopted by the EU and additional

requirements of the Danish Financial Statements Act and for the

preparation of parent company financial statements that give a true

and fair view in accordance with the Danish Financial Statements Act.

Moreover, Management is responsible for such internal control as

Management determines is necessary to enable the preparation of

financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, Management is responsible for

assessing the Group's and the Parent Company's ability to continue

as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting in

preparing the financial statements unless Management either intends

to liquidate the Group or the Parent Company or to cease operations,

or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial

statements

Our objectives are to obtain reasonable assurance as to whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor's report that

includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in

accordance with ISAs and additional requirements applicable in

Denmark will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the

basis of the financial statements.

238

Independent Auditor's Reports

Continued from previous page

As part of an audit conducted in accordance with ISAs and additional

requirements applicable in Denmark, we exercise professional

judgement and maintain professional scepticism throughout the

audit. We also:

•Identify and assess the risks of material misstatement of the

financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks and

obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations or the

override of internal control.

•Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Group's

and the Parent Company's internal control.

•Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by Management.

•Conclude on the appropriateness of Management's use of

the going concern basis of accounting in preparing the

financial statements and, based on the audit evidence

obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the

Group's and the Parent Company's ability to continue as a

going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor's

report to the related disclosures in the financial statements

or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence

obtained up to the date of our auditor's report. However,

future events or conditions may cause the Group and the

Parent Company to cease to continue as a going concern.

•Evaluate the overall presentation, structure and contents of

the financial statements, including the note disclosures, and

whether the financial statements represent the underlying

transactions and events in a manner that gives a true and

fair view.

•Plan and perform the group audit to obtain sufficient

appropriate audit evidence regarding the financial

information of the entities or business units within the

group as a basis for forming an opinion on the group

financial statements and the parent company financial

statements. We are responsible for the direction,

supervision and review of the audit work performed for

purposes of the group audit. We remain solely responsible

for our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and

other matters that may reasonably be thought to bear on our

independence, and where applicable, actions taken to eliminate

threats or safeguards applied.

From the matters communicated with those charged with

governance, we determine those matters that were of most

significance in the audit of the consolidated financial statements and

the parent company financial statements of the current period and

are therefore the key audit matters. We describe these matters in our

auditor's report unless law or regulation precludes public disclosure

about the matter.

239

Independent Auditor's Reports

Continued from previous page

Report on compliance with the ESEF Regulation

As part of our audit of the Consolidated Financial Statements and

Parent Company Financial Statements of Cadeler A/S, we performed

procedures to express an opinion on whether the annual report of

Cadeler A/S for the financial year 1 January – 31 December 2025 with

the file name cadeler-2025-12-31-en.zip is prepared, in all material

respects, in compliance with the Commission Delegated Regulation

(EU) 2019/815 on the European Single Electronic Format (ESEF

Regulation) which includes requirements related to the preparation of

the annual report in XHTML format and iXBRL tagging of the

Consolidated Financial Statements including notes.

Management is responsible for preparing an annual report that

complies with the ESEF Regulation. This responsibility includes:

•The preparing of the annual report in XHTML format;

•The selection and application of appropriate iXBRL tags,

including extensions to the ESEF taxonomy and the

anchoring thereof to elements in the taxonomy, for all

financial information required to be tagged using

judgement where necessary;

•Ensuring consistency between iXBRL tagged data and the

Consolidated Financial Statements presented in human

readable format; and

•For such internal control as Management determines

necessary to enable the preparation of an annual report

that is compliant with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance on whether the

annual report is prepared, in all material respects, in compliance with

the ESEF Regulation based on the evidence we have obtained, and to

issue a report that includes our opinion. The nature, timing and

extent of procedures selected depend on the auditor’s judgement,

including the assessment of the risks of material departures from the

requirements set out in the ESEF Regulation, whether due to fraud or

error. The procedures include:

•Testing whether the annual report is prepared in XHTML

format;

•Obtaining an understanding of the company’s iXBRL

tagging process and of internal control over the tagging

process;

•Evaluating the completeness of the iXBRL tagging of the

Consolidated Financial Statements including notes;

•Evaluating the appropriateness of the company’s use of

iXBRL elements selected from the ESEF taxonomy and the

creation of extension elements where no suitable element in

the ESEF taxonomy has been identified;

•Evaluating the use of anchoring of extension elements to

elements in the ESEF taxonomy; and

•Reconciling the iXBRL tagged data with the audited

Consolidated Financial Statements.

240

Independent Auditor's Reports

Continued from previous page

In our opinion, the annual report of Cadeler A/S for the financial year

1 January – 31 December 2025 with the file name cadeler-2025-12-31-

en.zip is prepared, in all material respects, in compliance with the

ESEF Regulation.

Copenhagen, 24 March 2026

EY Godkendt Revisionspartnerselskab

CVR no. 30700228


Mikkel Sthyr State Authorised Public Accountant mne26693	Christian Schwenn Johansen State Authorised Public Accountant mne33234

241

Independent Auditor's Reports

Continued from previous page

Independent auditor’s Limited Assurance Report on

Sustainability Statements

To the shareholders of Cadeler A/S

Limited assurance conclusion

We have conducted a limited assurance engagement on the

sustainability statement of Cadeler A/S (the group) included in the

Sustainability Statements of the Annual Report (the sustainability

statement), page 38 – 136, for the financial year 1 January –

31 December 2025 including disclosures incorporated by reference

listed on page 40-42.

Based on the procedures we have performed and the evidence we

have obtained, nothing has come to our attention that causes us to

believe that the sustainability statement is not prepared, in all

material respects, in accordance with the Danish Financial Statements

Act section 99 a, including:

•compliance with the European Sustainability Reporting

Standards (ESRS), including that the process carried out by

the management to identify the information reported in the

sustainability statement (the process) is in accordance with

the description set out in chapter General information, in

the section Double Materiality assessment, pages 54-66;

and

•compliance of the disclosures in chapter EU Taxonomy

within the environmental section, pages 85-93 of the

sustainability statement with Article 8 of EU Regulation

2020/852 (the Taxonomy Regulation).

Basis for conclusion

We conducted our limited assurance engagement in accordance with

International Standard on Assurance Engagements (ISAE) 3000

(Revised), Assurance engagements other than audits or reviews of

historical financial information (ISAE 3000 (Revised)) and the

additional requirements applicable in Denmark.

The procedures in a limited assurance engagement vary in nature

and timing from, and are less in extent than for, a reasonable

assurance engagement. Consequently, the level of assurance

obtained in a limited assurance engagement is substantially lower

than the assurance that would have been obtained had a reasonable

assurance engagement been performed.

We believe that the evidence we have obtained is sufficient and

appropriate to provide a basis for our conclusion. Our responsibilities

under this standard are further described in the Auditor's

responsibilities for the assurance engagement section of our report.

Our independence and quality management

We are independent of the group in accordance with the

International Ethics Standards Board for Accountants' International

Code of Ethics for Professional Accountants (IESBA Code) and the

additional ethical requirements applicable in Denmark. We have also

fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

EY Godkendt Revisionspartnerselskab applies International Standard

on Quality Management 1, which requires the firm to design,

implement and operate a system of quality management including

policies or procedures regarding compliance with ethical

requirements, professional standards and applicable legal and

regulatory requirements.

242

Independent Auditor's Reports

Continued from previous page

Inherent limitations in preparing the sustainability

statement

In reporting forward-looking information in accordance with ESRS,

management is required to prepare the forward-looking information

on the basis of disclosed assumptions about events that may occur in

the future and possible future actions by the group. Actual outcomes

are likely to be different since anticipated events frequently do not

occur as expected.

Management's responsibilities for the sustainability

statement

Management is responsible for designing and implementing a

process to identify the information reported in the sustainability

statement in accordance with the ESRS and for disclosing this Process

in chapter General Information, in the section Double Materiality

assessment, pages 54-66 of the sustainability statement. This

responsibility includes:

•understanding the context in which the group's activities

and business relationships take place and developing an

understanding of its affected stakeholders;

•the identification of the actual and potential impacts (both

negative and positive) related to sustainability matters, as

well as risks and opportunities that affect, or could

reasonably be expected to affect, the group's financial

position, financial performance, cash flows, access to finance

or cost of capital over the short-, medium-, or long-term;

•the assessment of the materiality of the identified impacts,

risks and opportunities related to sustainability matters by

selecting and applying appropriate thresholds; and

•making assumptions that are reasonable in the

circumstances.

Management is further responsible for the preparation of the

sustainability statement, in accordance with the Danish Financial

Statements Act paragraph 99a, including:

•compliance with the ESRS;

•preparing the disclosures in chapter EU Taxonomy within

the environmental section, pages 85-93 of the sustainability

statement, in compliance with Article 8 of the Taxonomy

Regulation;

•designing, implementing and maintaining such internal

control that management determines is necessary to enable

the preparation of the sustainability statement that is free

from material misstatement, whether due to fraud or error;

and

•the selection and application of appropriate sustainability

reporting methods and making assumptions and estimates

that are reasonable in the circumstances.

243

Independent Auditor's Reports

Continued from previous page

Auditor's responsibilities for the assurance engagement

Our objectives are to plan and perform the assurance engagement to

obtain limited assurance about whether the sustainability statement is

free from material misstatement, whether due to fraud or error, and

to issue a limited assurance report that includes our conclusion.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be

expected to influence decisions of users taken on the basis of the

sustainability statement as a whole.

As part of a limited assurance engagement in accordance with ISAE

3000 (Revised) we exercise professional judgement and maintain

professional scepticism throughout the engagement.

Our responsibilities in respect of the process include:

•Obtaining an understanding of the process but not for the

purpose of providing a conclusion on the effectiveness of

the process, including the outcome of the process;

•Considering whether the information identified addresses

the applicable disclosure requirements of the ESRS, and

•Designing and performing procedures to evaluate whether

the process is consistent with the group's description of its

process, as disclosed in chapter General information, in the

section Double Materiality assessment, pages 54-66.

Our other responsibilities in respect of the sustainability statement

include:

•Identifying disclosures where material misstatements are

likely to arise, whether due to fraud or error; and

•Designing and performing procedures responsive to

disclosures in the sustainability statement where material

misstatements are likely to arise. The risk of not detecting a

material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the

override of internal control.

244

Independent Auditor's Reports

Continued from previous page

Summary of the work performed

A limited assurance engagement involves performing procedures to

obtain evidence about the sustainability statement.

The nature, timing and extent of procedures selected depend on

professional judgement, including the identification of disclosures

where material misstatements are likely to arise, whether due to fraud

or error, in the sustainability statement.

In conducting our limited assurance engagement, with respect to the

process, we:

•Obtained an understanding of the process by performing

inquiries to understand the sources of the information used

by management; and reviewing the group's internal

documentation of its process; and

•Evaluated whether the evidence obtained from our

procedures about the Process implemented by the group's

was consistent with the description of the Process set out in

chapter General information, in the section Double

Materiality assessment, pages 54-66.

In conducting our limited assurance engagement, with respect to the

sustainability statement, we:

•Obtained an understanding of the group's reporting

processes relevant to the preparation of its sustainability

statement including the consolidation processes by

obtaining an understanding of the group's control

environment, processes and information systems relevant to

the preparation of the Sustainability Statement but not

evaluating the design of particular control activities,

obtaining evidence about their implementation or testing

their operating effectiveness;

•Evaluated whether material information identified by the

process is included in the sustainability statement;

•Evaluated whether the structure and the presentation of the

sustainability statement are in accordance with the ESRS;

•Performed inquiries of relevant personnel and analytical

procedures on selected information in the sustainability

statement;

•Performed substantive assurance procedures on selected

information in the sustainability statement;

•Evaluated methods, assumptions and data for developing

material estimates and forward-looking information and

how these methods were applied;

•Obtained an understanding of the process to identify the EU

taxonomy economic activities for turnover, CAPEX and

OPEX and the corresponding disclosures in the sustainability

statements;

•Evaluated the presentation and use of EU taxonomy

templates in accordance with relevant requirements;

•Reconciled and ensured consistency between the reported

EU taxonomy economic activities and the items reported in

the primary financial statements including the disclosures

provided in related notes.

Copenhagen, 24 March 2026

EY Godkendt Revisionspartnerselskab

CVR no. 30700228


Mikkel Sthyr State Authorised Public Accountant mne26693	Christian Schwenn Johansen State Authorised Public Accountant mne33234

245

Forward-looking

Statements

246

Forward-Looking Statements

The Annual Report contains certain forward-looking statements

relating to the business, financial performance and results of the

Company and/or the industry in which it operates.

Forward-looking statements concern future circumstances and results

and other statements that are not historical facts, sometimes

identified by the words “believes”, expects”, "predicts", "in-tends",

"projects", "plans", "estimates", "aims", "foresees", "anticipates",

"targets", and similar expressions. The forward-looking statements

contained in the Annual Report, including assumptions, opinions and

views of the Company or cited from third party sources are solely

opinions and forecasts which are subject to risks, uncertainties and

other factors that may cause actual events to differ materially from

any anticipated development. Such factors may, for example, include

a change in the price of raw materials.

None of the Company or any of its parent or subsidiaries

undertakings, or any such person's officers or employees, provides

any assurance that the assumptions underlying such forward-looking

statements are free from errors, nor does any of them accept any

responsibility for the future accuracy of the opinions expressed in the

Annual Report or the actual occurrence of the forecast developments.

The Company assumes no obligation, except as required by law, to

update any forward-looking statements or to conform these forward-

looking statements to its actual results.

The Annual Report contains information obtained from third parties.

You are advised that such third-party information has not been

prepared specifically for inclusion in the Annual Report and the

Company has not undertaken any independent investigation to

confirm the accuracy or completeness of such information.

Several other factors could cause the actual results, performance or

achievements of the Company to be materially different from any

future results, performance or achievements that may be ex-pressed

or implied by statements and information in the Annual Report.

Should any risks or uncertainties materialise, or should underlying

assumptions prove incorrect, actual results may vary materially from

those described in the annual report.

No representation or warranty (express or implied) is made as to, and

no reliance should be placed on, any information, including

projections, estimates, targets and opinions, contained herein, and no

liability whatsoever is accepted as to any errors, omissions or

misstatements contained herein. Accordingly, neither the Company

nor any of its subsidiaries or shareholders or any officers, directors,

board members or employees accept any liability whatsoever arising

directly or indirectly from the use of the Annual Report.

247

Alternative

Performance

Measures

248

Alternative Performance Measures

Group

Non-IFRS Financial Measures

To supplement its financial information presented in accordance with IFRS, the Group uses certain non-IFRS

measures, including EBITDA, when measuring performance, including when measuring current period

results of operations against prior periods. Because of their non-standardised definition, these non-IFRS

measures (unlike IFRS measures) may not be comparable to the calculation of similar measures used by

other companies. These supplementary non-IFRS measures are presented solely to permit investors to more

fully understand how the Group Management assesses underlying performance.

These supplementary non-IFRS measures are not, and should not, be viewed as a substitute for IFRS

measures. Management believes the presentation of these non-IFRS measures provides investors with

greater transparency and supplementary data relating to the Group’s financial condition and results of

operations, and therefore a more complete understanding of factors affecting its business and operating

performance. In addition, Management believes the presentation of these non-IFRS measures is useful to

investors for period-to-period comparison of results as the items may reflect certain unique and/or non-

operating items such as asset sales, write-offs, contract termination costs or items outside of Management’s

control.

As a performance measure, the Company uses EBITDA: Earnings before interest, tax, depreciation,

amortisation and foreign exchange gains/losses.

EBITDA is calculated as shown below:


EUR'000	Note	2025	2024	2023
Operating profit as reported in the statement of profit and loss		317,743	69,444	14,443
Right-of-use asset amortisation	14	1,861	1,544	334
Depreciation and amortisation	12 , 13	105,730	54,909	22,714
Impairment of property, plant and equipment		—	—	5,000
EBITDA		425,334	125,897	42,491
Transactional costs		—	—	7,707
Adjusted EBITDA		425,334	125,897	50,198

The Company defines adjusted EBITDA as EBITDA net of transactional costs. Transactional costs comprise

significant unusual and/or infrequently occurring items that are not attributable to Cadeler’s normal

operations.

As of 31 December 2023, transactional costs include all costs related to the business combination with Eneti

closed on 19 December 2023, such as advisory, legal and consulting fees.

249

Alternative Performance Measures

Continued from previous page

Financial ratios and operational metrics


Return on assets	Profit/loss from operating activities
	Average assets

Return on equity	Profit/loss for the year
	Average equity

Equity ratio	Equity, year-end
	Total equity and liabilities, year-end

Contracted days	Number of on hire days in the fiscal year
	(in total for all vessels)

Utilisation	Contracted days
	Days in the year (365*all vessels)

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

contracts signed until the release date of the annual

or interim report. Firm contracts are counted at full

committed amounts. Contract backlog including

options assumes 100% of counterparty options are

exercised with 50% classified as subject to exercise

of counterparty options contingent to consideration

included in revenue recognition and the remaining

50% as non-contingent. Contract backlog excludes

vessel reservation agreements. All contracts may be

subject to future modifications, and off-hire days,

that might impact the amount and/or timing of

revenue recognition.

Non-financial definitions


Vessel Reservation Agreements (VRAs)	A time-limited agreement with a third party to secure the availability of one or more of Cadeler’s vessels for a fixed period in the future, pending the negotiation of full contractual terms. Cadeler is generally entitled to receive a fee in the event that a VRA is cancelled or permitted to expire without full contractual terms having been entered into with the relevant counterpart.

Final Investment Decision (FID)	Where a project remains subject to counterparty FID, the relevant counterpart has not yet publicly announced its final decision to commit to the development and operation of the project.

Net financials	Net of finance income and finance costs

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