PROXY FORM OR POSTAL VOTE

Cadeler A/S' Extraordinary General Meeting, Friday, 14 July 2023 at 10:00 (CEST) at Gorrissen Federspiel, Axel Towers,

Axeltorv 2, DK-1609 Copenhagen V, Denmark.

Name of shareholder:

Address:

Zip code and city:

I, the undersigned hereby grant authority by proxy or postal vote at the extraordinary general meeting of Cadeler A/S convened for Friday, 14 July 2023 as set out below:

Please mark only one box: A), B), C) or D) or grant authority by proxy/postal vote directly on https://www.cadeler.com/en/investor-relations/annual-general-meeting.Please note that it is only possible either to grant authority by proxy or to vote by post.

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Proxy is given to an identified third person:

Name, email address and address of the proxy holder (please use CAPITAL

LETTERS and note that admission cards will be send out be email only) Proxy is given to the Board of Directors (or order) to vote in accordance with the recommendation of the Board of Directors as stated in the table below

Proxy is given to the Board of Directors (or order) to vote in accordance with the voting directions given below. Please mark "FOR", "AGAINST" or "ABSTAIN" to indicate your directions.

The postal vote is given in accordance with the voting directions given below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions. The postal vote is irrevocable.

Items on the agenda (the full agenda is included in the notice of the

FOR

AGAINST

ABSTAIN

The Board's

meeting)

recommendation

1.

The extraordinary general meeting's election of the chairman of the

□

□

□

FOR

general meeting

2.

Proposals from the Board of Directors or shareholders

a. Proposal to adopt a new Article 3.4 to the Company's Articles

of Association regarding new authorisation to the Board of

□

□

□

Directors to increase the share capital without pre-emptive

FOR

rights at market price

b. Proposal to amend Article 9.1 of the Company's Articles of

Association with the view to change the maximum number of

□

□

□

FOR

members of the Board of Directors

c. Proposal to amend Article 9.2 of the Company's Articles of

Association and adopt a new Article 9.4 to the Company's

□

□

□

Articles of Association in order to be able to elect a Vice

FOR

Chairman

d. Proposal to adopt a transaction specific indemnification for the

Board of Directors, Executive Management and relevant

□

□

□

FOR

employees

■

■

■

3.

Any other business

-

If the form is only dated and signed it will be considered a proxy to the Board of Directors to vote in accordance with the recommendation of the Board of Directors as set out above.

A proxy applies to all items discussed at the general meeting. In the event new proposals are submitted, including any amendments to proposals, the proxy holder will vote on your behalf according to his/her best belief. The proxy/written vote is valid for shares held by the undersigned on the record date, Friday, 7 July 2023, calculated on the basis of entries in the shareholders' register and any notice of ownership received by the company for the purpose of registration in the shareholders' register.

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0

2

3

Signature:

The dated and signed form must be received by DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway no later than Monday, 10 July 2023 at 23:59 (CEST). However, if the form is used to submit written vote(s) (voting by correspondence), the form must be received DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway no later than Wednesday, 12 July 2023 at 16:00 (CEST). The form may be returned by email vote@dnb.no or ordinary post.

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Cadeler A/S published this content on 21 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2023 12:42:04 UTC.