Cadeler A/S American Depositary Share (each representing four (4) Ordinary Shares) M&A announcement

Thank you very much, and thank you to everyone who is joining us here on short notice today. We are very, very pleased to inform everyone around the acquisition of Menck that we have been working on over the past month. I'm apologizing for a little bit the setup here, because we are sitting in Kalundborg at the moment in a meeting room and don't have the best light, but we are here and ready to present to our investors. Let's kick off the slide deck, please. Next slide, please. Yeah. Please read the disclaimer yourself. Today, we will give you a transaction overview, and we will also give you an introduction to what is it that we have acquired, the Menck business, and also what is our rationale, how do we see that this business is developing, and why is this important to Cadeler. Next slide, please. What is it we have done?

We have entered into a deal with a value of EUR 501 million to acquire Menck. Menck is a business that works with pile driving, primarily with the hydraulic hammers, but also with grouting, drilling, tooling, and other things that is important to the Cadeler business and to our clients and our competitors as well. It's a very diverse portfolio, and it's a portfolio that is growing still, and something that is in high demand in the market. We believe that the acquisition really strengthens Cadeler's offshore installation capabilities, and also the ambition that we have as a company in the foundation space. As you have seen from yesterday's message and notification to the market, we now have a firm order with COSCO for the two T-class vessels that we raised equity for earlier during the year.

As such, we are expecting that we will be operating up to 5 foundation projects in parallel per year. In order to do that, we are depending on having this equipment available, as are our competitors and our clients as well, hence, we believe that this is a very important strategic acquisition that we have entered into. It represents a step change for Cadeler, and we are already doing successful transport and installation on the Hornsea 3 project. It is a more complete and integrated approach that we are targeting here, where the client can reduce one further risk interface in a project, and also have the knowledge that when one has a transaction with Cadeler on a foundation project, if you have the vessel, you also have the hammer.

That is something that we would like to connect and give the same redundancy to our clients as we have seen on the vessels, which I believe have been a very successful journey for us in that space. We expect that this acquisition will be accretive to Cadeler's EBITDA and multiples on a fully delivered hydraulic hammer on an order basis. I would say that this is the basis we have been buying this company on. That is really what we can see that this business will be able to do in the midterm, where we also know our own demands to this business. Hence, there is a very strong strategic rationale for this, but it is also something we expect to grow in a market that grows very solidly on the foundation side as well. Next slide, please. In terms of the transaction rationale, why are Cadeler doing this?

It is really about strengthening the customer offering and the execution capabilities across the whole foundation value chain. I think if you start on the right side of the slide, Cadeler in combination with Menck will be the company in the industry that have by far installed the most piles in the world. That is, of course, knowledge that we are going to use as a company and as a combined company to benefit our clients and the industry to ensure that we can ensure better, more efficient, on-time pile driving for the industry. It is a broadened solution, where we deliver a complete and integrated approach to project execution and offshore foundations and something that has been discussed with clients.

I can say on the projects we are currently discussing with clients for both A and T-class in the future, there are, I would say, two big concerns amongst the clients. One is access to the vessel, and the other one is access to the pile-driving technology. Piles become bigger and requires more sophisticated pile driving solution, more sophisticated noise reduction solutions, and this is all something that Menck is supplying. We are improving execution certainty for ourselves and for our clients. That is something we believe will have a very strong importance for the clients going forward. It is something that will differentiate us in tenders because we will be able to have an end-to-end solution for our clients. It is also the improved access to mission-critical equipment and strengthening execution resilience.

We know that every foundation, every monopile that goes into the ground in the offshore environment requires a dedicated hydraulic hammer. Hence, with an ambition of operating five vessels in parallel, we will have a certain own demand of this type of technology. With our own demand alone, we believe that we are doing a deal here that is an attractive deal for us and for our investors and for the industry and our clients. We are enhancing execution certainty for the larger and the more complex offshore wind projects and also the more complex foundations that we see more and more of. I think that it is really around deploying a more efficient equipment across our projects. We believe that the company has a compelling earnings profile, and there is significant synergy potential by combining the companies.

Menck sits on 50 million data points on pile driving, collected over its long history. It is a company that has more than 150 years of history. With this data, we will also be able to have a much stronger offering altogether as a combined team. It is around also capturing a larger share of the project economics across the vessels and equipment, improving utilization and project execution through greater equipment control and access, but also unlocking commercial and operational synergies across engineering, procurement, and project delivery. We believe it is a very strong and strategic and also an industrial fit. I would say that just seeing what I have received on my phone over the last couple of minutes, it is something that I think is also very much echoed by what the clients in the industry are seeing.

Having access to this equipment and having enough of this equipment will be fundamentally important for the future journey of offshore wind and the steep growth in project that we are seeing as soon as we enter the next decade. Next slide, please. Yeah. Into the introduction to Menck. So what is Menck? As I said already, Menck is a plus 150-year-old company with a lot of engineering expertise. They have installed more than 2,500 piles, and they have a global presence in Europe, Asia, and the Americas. The largest hammer that is currently coming into deployment is the hammer that is called the MHU 6000W, which uses the biggest anvil, the biggest equipment sitting inside the hammer that is currently available in the market.

It is a German technology leader in offshore wind foundation equipment and a very diverse portfolio across other things as well, including drilling, grouting, and lifting and handling tools, which Cadeler is also a potential client for. It is a technology leadership company, and that is something that has been generated through continuous innovation. I think it is fair to say that during our management interaction and team interaction with the company during the due diligence phase, we have been incredibly positive with what we have seen in the company and from the company in terms of how they think about engineering and innovation. It is a very cash-generative business model that is centered on rental.

In many ways, the business model is similar to Cadeler's model, where we use very sophisticated equipment and we rent it out to our clients and we pool it together to create value for our clients in project execution. We believe that that is something that will be generating very attractive EBITDA margins and also something that will require limited maintenance CapEx across the years. We believe that what is really interesting about the company is really the growth ahead. I think it is fair to say that the company has been on a slow growth path in its former ownership. With Cadeler as an owner, we believe that we know the market and what the market requires. We know our own demand. We also are offering these products to our clients and to our competitors, and we can see what is out there in the market.

We believe that the growth for the company will be very strong growth over the coming years, and also a very robust market position and reputation. The company has a good reputation. We are currently working with Menck on the Hornsea 3 project, where they are delivering the MHU 4400S hammer to hammer the almost 200 foundations into the ground on the Hornsea 3 project. All in all, a very strong technology-driven company that has a very strong reputation in the market. Next slide, please. For Cadeler, a lot about strengthening our foundation T&I capabilities. It is around scale and engineering complexity. We, in Menck, see up to 40,000 specially engineered components. The hammers are very large pieces of equipment that are having incredibly long lead times. If you do not have access to this equipment, you cannot just get it tomorrow.