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Table of Contents

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
OR
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from                           to                          .
OR
☐    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 ☐

    
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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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image (1).jpg

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,
202520242023
(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 year4.6 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,
202520242023
(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,
202520242023
(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,
202520242023
(EUR million)
Additions to property, plant and equipment not including capitalized interest1,235.7 615.5 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 yearBetween 1 and 2 yearsAfter 2 yearsTotal
(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 payables43.6 — — 43.6 
Payables to Related parties0.2 — — 0.2 
Lease liabilities1.3 2.3 7.4 11.0 
Debt to credit institutions31.2 54.3 485.5 571.0 
Derivative liabilities0.2 — 16.2 16.4 
Total76.5 56.7 509.1 642.2 
December 31, 2023
Trade and other payables32.6 — — 32.6 
Payables to Related parties0.2 — — 0.2 
Lease liabilities0.6 0.4 — 1.0 
Debt to credit institutions0.8 — 204.8 205.6 
Derivative liabilities4.0 5.7 12.3 22.0 
Total38.2 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 yearBetween 1 and 2 yearsBetween 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 millions651 496 195 
Obligation in USD (in EUR) millions626 476 188 
Obligation in EUR millions65 40 — 
Total obligations (in EUR)691 516 188 
As of December 31, 2023
Obligation in USD millions328 833 180 
Obligation in USD (in EUR) millions296 752 163 
— — — 
Obligation in EUR millions69 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 1Level 2Level 3Total
(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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202520242023
(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 equipment2.5 — — 
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 yearBetween 1 and 2 yearsBetween 2 and 5 yearsMore than 5 yearsFair Value
AssetLiability
(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)

202520242023
(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)

(c) Foreign currency risk hedging

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 yearBetween 1 and 2 yearsBetween 2 and 5 yearsFair value
AssetLiability
(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)

202520242023
(EUR million)
Movements in the hedging reserve
January 116.7 (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 equipment2.5 — — 
Time value adjustment for the year (5.7)8.8 (3.6)
December 310.9 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)
96,166,03427.40%
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)
96,166,13427.40%
Scorpio Holdings Limited(2)
42,427,18312.09%
Folketrygdfondet
$18,462,4645.26%
Nordea Investment Management AB19,983,7395.69%
Marble Bar Asset Management LLP18,355,0005.23%
(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

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
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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 mergersA 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 ADSA 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 securitiesA maximum of USD 0.05 per Cadeler ADS, to be paid to the Depositary
Services performed by the Depositary in administering the Cadeler ADSsA 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 regulationReimbursement 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 expensesAs necessary
The registration or transfer of Cadeler Shares on any applicable register in connection with the deposit or withdrawal of Cadeler SharesAs 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)
395,2004.31395,200
    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 Directors5-6
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:

43
Table of Contents
Exhibit No.
Description
Method of filing
Articles of Association of Cadeler Filed together with this Annual Report on Form 20-F.
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”).
2.2Incorporated by reference to Exhibit 2.2 to the 2024 Annual Report on Form 20-F.
4.1Incorporated by reference to Exhibit 10.3 to Cadeler’s Registration Statement on Form F-4 filed with the SEC on October 31, 2023.
4.2Incorporated by reference to Exhibit 10.4 to Cadeler’s Registration Statement on Form F-4 filed with the SEC on October 31, 2023.
4.3Incorporated by reference to Exhibit 4.3 to the 2024 Annual Report on Form 20-F.
4.4Incorporated 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.
4.5Incorporated by reference to Exhibit 4.24 to the 2023 Annual Report on Form 20-F.
4.6Incorporated by reference to Exhibit 4.25 to the 2023 Annual Report on Form 20-F.
4.7Incorporated by reference to Exhibit 4.7 to the 2024 Annual Report on Form 20-F.
4.8Incorporated by reference to Exhibit 4.8 to the 2024 Annual Report on Form 20-F.
4.9Incorporated by reference to Exhibit 4.26 to the 2023 Annual Report on Form 20-F.
4.10Incorporated by reference to Exhibit 4.10 to the 2024 Annual Report on Form 20-F.
4.11Incorporated by reference to Exhibit 4.27 to the 2023 Annual Report on Form 20-F.
4.12Incorporated by reference to Exhibit 4.12 to the 2024 Annual Report on Form 20-F.
4.13Incorporated by reference to Exhibit 4.13 to the 2024 Annual Report on Form 20-F.
44
Table of Contents
Exhibit No.
Description
Method of filing
4.14Incorporated by reference to Exhibit 4.14 to the 2024 Annual Report on Form 20-F.
4.15Filed together with this Annual Report on Form
20-F.
4.16Filed together with this Annual Report on Form
20-F.
8.1Filed together with this Annual Report on Form 20-F.
11.1Incorporated by reference to Exhibit 11.1 to the 2024 Annual Report on Form 20-F.
12.1Filed together with this Annual Report on Form 20-F.
12.2Filed together with this Annual Report on Form 20-F.
13.1Filed 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.
15.2Filed 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.
15.3Incorporated 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.
15.4Filed together with this Annual Report on Form 20-F.
97Incorporated by reference to Exhibit 97 to the 2023 Annual Report on Form 20-F.
EX-101.SCHXBRL Taxonomy Extension Schema DocumentFiled together with this Annual Report on Form 20-F.
EX-101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentFiled together with this Annual Report on Form 20-F.
EX-101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentFiled together with this Annual Report on Form 20-F.
EX-101.LABXBRL Taxonomy Extension Labels Linkbase DocumentFiled together with this Annual Report on Form 20-F.
EX-101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentFiled together with this Annual Report on Form 20-F.
104Cover 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.










45
Table of Contents
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
46
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1
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
CADELER_Logo_WHITE_RGB.gif
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2
Contents
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3
Management Review
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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.
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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.
Gleerup_16_edit.jpg
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
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Business Review
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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.
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8
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.
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9
Our fleet
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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.
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11
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
Pace
●
●
●
●
2025
M
Maker
>2,600
●
●
●
●
2025
Mover
●
●
●
●
2025
O
Osprey
1,600
●
●
●
2013
Orca
●
●
●
2012
Keeper
2,200
●
●
●
2024
Scylla
1,540
●
●
●
2015
Zaratan
800
●
●
2012
●Capable  ●Priority
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12
The Year 2025 in Brief
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13
Financial Review
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14
Key Financial Figures
24739011625188
Revenue
€620.4m
1099511627888
15393162789007
Equity ratio
44.0%
15393162789015
15393162789030
Utilisation (unadj.)
75%
24739011625136
EBITDA
Net profit
Backlog1
€425.3m
€280.2m
€2.8b
1.Contract Backlog including options as at 31 December 2025
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15
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.
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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.
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17
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.
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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.
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Finance Review
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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).
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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).
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21
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
1-2_15.jpg
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.
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22
Governance
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23
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.
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24
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.
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25
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.
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26
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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38
Sustainability Statements
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39
General
information
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40
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
BP-2
Disclosures in relation to specific circumstances
SUS
Datapoints that derive from other EU legislation
SUS
GOV-1
The role of the administrative, management and supervisory bodies
SUS/MR
MR pages 31
GOV-2
Information provided to and sustainability matters addressed by the
undertaking’s administrative, management and supervisory bodies
SUS
GOV-3
Integration of sustainability-related performance in incentive schemes
SUS/RR
RR page 8
GOV-4
Statement on sustainability due diligence
SUS
GOV-5
Risk management and internal controls over sustainability reporting
SUS
SBM-1
Strategy, business model and value chain (products, markets,
customers)
SUS/MR
MR pages 8-11
Strategy, business model and value chain (headcount by country)
SUS
Strategy, business model and value chain (breakdown of revenue)
FS
FS page 153-158
SBM-2
Interests and views of stakeholders
SUS
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
SUS
IRO-1
Description of the process to identify and assess material impacts, risks
and opportunities
SUS
IRO-2
Disclosure requirements in ESRS covered by the undertaking’s
sustainability statement
SUS
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
RR pages 8
E1-1
Transition plan for climate change mitigation
SUS
ESRS 2, SBM-3
Material impacts, risks and opportunities, and their interaction with
strategy and business model
SUS
ESRS 2, IRO-1
Description of the processes to identify and assess material climate-
related impacts, risks and opportunities
SUS
E1-2
Policies related to climate change mitigation and adaptation
SUS
E1-3
Actions and resources in relation to climate change policies
SUS
E1-4
Targets related to climate change mitigation and adaptation
SUS
E1-5
Energy consumption and mix
SUS
E1-6
Gross Scopes 1, 2, 3 and total GHG emissions
SUS
E1-7
GHG removals and GHG mitigation projects financed through carbon
credits
SUS
E1-8
Internal carbon pricing
SUS
E1-9
Anticipated financial effects from material physical and transition risks
and potential climate-related opportunities
SUS
*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements
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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
E2-1
Policies related to pollution
SUS
E2-2
Actions and resources related to pollution
SUS
E2-3
Targets related to pollution
SUS
E2-4
Pollution of air, water and soil
SUS
E2-6
Anticipated financial effects from material pollution-related risks and
opportunities
SUS
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
E5-1
Policies related to resource use and circular economy
SUS
E5-2
Actions and resources related to resource use and circular economy
SUS
E5-3
Targets related to resource use and circular economy
SUS
E5-5
Resource outflows
SUS
E5-6
Anticipated financial effects from material resource use and circular
economy-related risks and opportunities
SUS
Standard
Section/
Report*
Page(s)
Incorporation
by reference
ESRS S1 - Own Workforce
ESRS 2, SBM-2
Interests and views of stakeholders
SUS
ESRS 2, SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
SUS
S1-1
Policies related to own workforce
SUS
S1-2
Processes for engaging with own workers and workers’
representatives about impacts
SUS
S1-3
Processes to remediate negative impacts and channels for own
workers to raise concerns
SUS
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
S1-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
SUS
S1-6
Characteristics of the undertaking’s employees
SUS
S1-8
Collective bargaining coverage and social dialogue
SUS
S1-9
Diversity metrics
SUS
S1-14
Health and safety metrics
SUS
S1-16
Remuneration metrics (pay gap and total remuneration)
SUS
S1-17
Incidents, complaints and severe human rights impacts
SUS
*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements
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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
ESRS 2, SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
SUS
S2-1
Policies related to value chain workers
SUS
S2-2
Processes for engaging with value chain workers about impacts
SUS
S2-3
Processes to remediate negative impacts and channels for value
chain workers to raise concerns
SUS
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
S2-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
SUS
ESRS G1 - Resource use and circular economy
ESRS 2, GOV-1
The role of the administrative, supervisory and management bodies
SUS
ESRS 2, IRO-1
Description of the processes to identify and assess material
impacts, risks and opportunities
SUS
G1-1
Business conduct policies and corporate culture
SUS
G1-2
Management of relationships with suppliers
SUS
G1-3
Prevention and detection of corruption and bribery
SUS
G1-4
Incidents of corruption or bribery
SUS
G1-6
Payment practices
SUS
*SUS – Sustainability Statements; MR – Management Review; RR – Remuneration Report; FS – Financial Statements
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Cadeler’s 2025 Sustainability Highlights
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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
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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.
                       
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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.
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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.
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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.
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●
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.
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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.
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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.
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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.
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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.
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Description of material impacts, risks and opportunities resulting from materiality assessment
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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
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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.
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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)
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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.
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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.
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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
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achieve this goal by redirecting waste from landfilling to reuse
and recycling wherever possible as well as by reducing Cadeler’s
overall consumption.
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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
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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:
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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.
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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.
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Social dialogue (S1)
Actual positive impact:
Cadeler has established many lines for its employees to voice
17.gif
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.
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Freedom of association, the existence
of works councils and the
information, consultation and
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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.
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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
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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
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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.
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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:
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Negative incidents in supply chain could negatively affect Cadeler’s
brand and have negative impact on delivery of products and
services to Cadeler.
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Protection of personal data (S2)
Potential negative impact:
Potential for personal data leaks, including data of people in the
26.gif
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.
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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.
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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)
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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.
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Environment
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Tackling Climate Change
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.
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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.
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Tackling Climate Change
Cadeler Decarbonization Pathway
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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.
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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.
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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.
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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
Osprey_sus_cutout.gif
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
Peak_sus_cutout copy.gif
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.
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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
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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.
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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.
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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
Method.gif
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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Tackling Climate Change
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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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Tackling Climate Change
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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.
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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:
insert_1.gif
insert_2.jpg
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
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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
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Tackling Climate Change
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Method.gif
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
Method.gif
Method.gif
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.
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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.
20890720982274
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.
38482907026466
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EU Taxonomy
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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.
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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.
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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.
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EU Taxonomy
1-3_12.jpg
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.
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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)
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%
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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
of
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%
100%
0%
0%
0%
0%
0%
E
T
100%
Sum of alignment per objective
100%
0%
0%
0%
0%
0%
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
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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
of
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%
100%
0%
0%
0%
0%
0%
E
T
100%
Sum of alignment per objective
100%
0%
0%
0%
0%
0%
Total KPI (CapEx)
1,323.7 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
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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
of
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%
100%
0%
0%
0%
0%
0%
E
T
100%
Sum of alignment per objective
100%
0%
0%
0%
0%
0%
Total KPI (OpEx)
23.1 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
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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.
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Control and reduce air and water pollution
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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.
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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.
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Method.gif
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%
Method.gif
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.
Method.gif
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).
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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.
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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.
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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. 
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Enhance circular economy
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Method.gif
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.
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Social
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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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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.
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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
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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.
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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.
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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.
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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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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.
Method.gif
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%).
Method.gif
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
19.8%
11.1%
13.9%
Between 30 and 50 years [Head Count]
212
463
675
61.6%
63.5%
62.9%
Above 50 years [Head Count]
64
185
249
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%
Method.gif
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%
Method.gif
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
Method.gif
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,
Method.gif
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.
Method.gif
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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Foster business ethics
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.
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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.
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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.
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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.
Method.gif
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.
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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
Method.gif
Method.gif
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
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128
Data points that
derive from other
EU legislation
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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;
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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;
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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;
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Green Finance
Report
Note: This section is not required for compliance with EU CSRD
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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).
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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%
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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
2-3_5.jpg
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.
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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
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Financial Statements
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138
Consolidated
Financial
Statements
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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)
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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
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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
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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
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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
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144
Notes to the
Consolidated
Financial
Statements
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145
2-3_6.jpg
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.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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
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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.
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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
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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.
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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.
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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.
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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).
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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
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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.
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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).
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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.
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2-3_7.jpg
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.
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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
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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.
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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.
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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%
—%
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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.
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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.
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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.
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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.
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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%).
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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%).
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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
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178
1-2_9.jpg
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.
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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.
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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
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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
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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.
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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.
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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
—
—
—
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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
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1-2_10.jpg
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.
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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
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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.
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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
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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.
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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.
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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.
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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
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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.
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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:
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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.
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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)
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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)
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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)
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1-2_11.jpg
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.
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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.
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1-3_16.jpg
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.
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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.
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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)
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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.
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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.
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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.
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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.
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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
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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.
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211
Parent Company
Financial
Statements
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212
1-3_20.jpg
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
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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
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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
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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
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Notes to the Parent
Company Financial
Statements
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217
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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.
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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.
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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
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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
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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.
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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
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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.
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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
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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.
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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.
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Note 8
Property, Plant and Equipment
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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%.
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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.
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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.
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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
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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.
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Statement by
Management
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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
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Independent
Auditor's
Reports
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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
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245
Forward-looking
Statements
Presentation_Master32.jpg
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.
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247
Alternative
Performance
Measures
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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.
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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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250
CADELER_Logo_WHITE_RGB.gif
Kalvebod Brygge 43
DK–1560 Copenhagen V
Denmark
+45 3246 3100
www.cadeler.com
Exhibit 4.15
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT
IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS
“[REDACTED]”.
Confidential
Dated 21 July 2025
WIND KEEPER LIMITED
as Borrower
DNB BANK ASA
KFW IPEX-BANK GMBH
SPAREBANK 1 SØR-NORGE ASA
as Mandated Lead Arrangers
with
DNB BANK ASA
as Agent
DNB BANK ASA
as Security Agent
THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
as Original Lenders
guaranteed by
CADELER A/S and others
FACILITY AGREEMENT FOR A
GREEN TERM LOAN FACILITY of up to
€125,000,000
image_0a.jpg
1
THIS AGREEMENT is dated 21 July 2025 and made between:
(1)WIND KEEPER LIMITED details of which are specified in Schedule 1 (The original parties) as
borrower (the Borrower);
(2)CADELER A/S details of which are specified in Schedule 1 (The original parties) as guarantor
(Guarantor A);
(3)CADELER INTERNATIONAL LIMITED details of which are specified in Schedule 1 (The
original parties) as guarantor (Guarantor B);
(4)CADELER HOLDINGS LIMITED details of which are specified in Schedule 1 (The original
parties) as guarantor (Guarantor C);
(5)CADELER UK LIMITED details of which are specified in Schedule 1 (The original parties) as
guarantor (Guarantor D, and together with Guarantor A, Guarantor B and Guarantor C, the
Original Guarantors);
(6)DNB BANK ASA as bookrunner and co-ordinator (the Bookrunner);
(7)DNB BANK ASA as green loan advisor (the Green Loan Advisor);
(8)DNB BANK ASA, KFW IPEX-BANK GMBH and SPAREBANK 1 SØR-NORGE ASA as
mandated lead arrangers (whether acting individually or together, the Arrangers);
(9)THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as
hedging providers (the Original Hedging Providers);
(10)THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as
lenders (the Original Lenders);
(11)DNB BANK ASA as agent of the other Finance Parties (other than the Security Agent) (the
Agent); and
(12)DNB BANK ASA as security agent and trustee for the other Finance Parties (the Security
Agent).
IT IS AGREED as follows:
Section 1 -  Interpretation
1Definitions and interpretation
1.1Definitions
In this Agreement and (unless otherwise defined in the relevant Finance Document) the other
Finance Documents:
Acceptable Bank means:
(a)a bank or financial institution which has a rating for its long-term unsecured and non
credit-enhanced debt obligations of “A-” or higher by Standard & Poor's Rating Services
or Fitch Ratings Ltd or “Baa1” or higher by Moody's Investor Services Limited or a
comparable rating from another internationally recognised credit rating agency; or
(b)any other bank or financial institution approved by the Majority Lenders,
and which is approved by the Borrower.
Accession Deed means a document substantially in the form set out in Schedule 7 (Form of
Accession Deed).
2
Account means any bank account, deposit or certificate of deposit opened, made or
established in accordance with clause 29 (Bank accounts).
Account Bank means, in relation to any Account, the bank or financial institution specified as
such in Schedule 1 (The original parties), any Lender, or another bank or financial institution
approved by the Majority Lenders at the request of the Borrower.
Account Holder(s) means, in relation to any Account, each Obligor in whose name that
Account is held.
Account Security means, in relation to an Account, a deed or other instrument executed by the
relevant Account Holder(s) in favour of the Security Agent or any other Finance Party in an
agreed form conferring a Security Interest over that Account.
Accounting Reference Date means 31 December or such other date as may be approved by
the Majority Lenders.
Additional Guarantor means a legal entity which becomes or is to become a guarantor under
this Agreement (on a joint and several basis with the Original Guarantors and any other
Guarantor) in accordance with, and defined as such in, clause 35.5 (Additional Guarantors) and
Additional Guarantors means any or all of them.
Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of
that person or any other Subsidiary of that Holding Company.
Agent includes any person who may be appointed as such under the Finance Documents and
includes any separate trustee or co-trustee appointed under clause 37.8 (Additional trustees).
Ancillary Commencement Date means, in relation to an Ancillary Facility, the date on which
that Ancillary Facility is first made available, which date shall be a Business Day within the
Ancillary Facility Availability Period.
Ancillary Commitment means, in relation to an Ancillary Lender and an Ancillary Facility, the
maximum amounts in euro (or the equivalent in euro of any other currency) which that Ancillary
Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make
available from time to time under an Ancillary Facility in accordance with the terms of clause 6
(Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement
or the Ancillary Documents relating to that Ancillary Facility.
Ancillary Document means each document relating to or evidencing the terms of an Ancillary
Facility.
Ancillary Facility means any ancillary facility made available by an Ancillary Lender in
accordance with clause 6 (Ancillary Facilities) and Ancillary Facilities means any or all of
them.
Ancillary Facility Availability Period means, in relation to an Ancillary Facility, the period
starting on the Utilisation Date and ending on the earlier of (a) the Final Repayment Date under
this Agreement and (b) the date specified as such in the relevant Ancillary Facility.
Ancillary Lender means each Lender which makes available an Ancillary Facility in accordance
with clause 6 (Ancillary Facilities) and Ancillary Lenders means any or all of them.
Ancillary Outstandings means, at any time, in relation to an Ancillary Lender and an Ancillary
Facility then in force, the aggregate of the equivalents (as calculated by that Ancillary Lender) in
euro of the face amount of each guarantee, bond and letter of credit under that Ancillary Facility,
as determined by such Ancillary Lender, acting reasonably in accordance with its normal
banking practice and in accordance with the relevant Ancillary Document.
Annex VI means Annex VI of the Protocol of 1997 (as subsequently amended from time to time)
to amend the International Convention for the Prevention of Pollution from Ships 1973
(MARPOL), as modified by the Protocol of 1978 relating thereto.
Anti-Corruption Laws means any laws, rules and regulations of any jurisdiction, concerning
bribery or corruption, including (without limitation):
3
(a)the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq.);
(b)the U.K. Bribery Act 2010; and
(c)sections 387 – 389 (combined with Section 15) of the Norwegian Penal Code of 2005.
Anti-Money Laundering Laws means any laws, rules and regulations relating to money
laundering or terrorist financing, including (without limitation), the anti-money laundering
provisions and anti-terrorism financing included in sections 337 – 341 (combined with Section
15) and sections 135 and 136 (combined with Section 15) of the Norwegian Penal Code of
2005.
Approved Flag State means Denmark, Norway, the Republic of Cyprus, the Republic of
Panama, the United Kingdom, the Marshall Islands, Liberia or any other flag state approved by
the Majority Lenders.
Approved Shareholder means any legal entity (other than the Borrower or the Original
Guarantors) which:
(a)is a wholly-owned direct or indirect Subsidiary of Guarantor C; and
(b)is incorporated, registered or formed under the laws of a jurisdiction in all respects
acceptable to all the Lenders.
Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the
recovery and resolution of credit institutions and investment firms.
Auditors means EY Godkendt Revisionspartnerselskab or any other “Big Four” accounting firm
appointed by Guarantor A or, as applicable, on and from the Share Exchange Completion, UK
ListCo to act as its or their statutory auditors.
Authorisation means any authorisation, consent, concession, approval, resolution, licence,
exemption, filing, notarisation or registration.
Available Commitment means a Lender's Commitment minus the amount of its participation in
the Loan.
Balloon Instalment shall have, in respect of the Loan, the meaning given to it in clause 7.2
(Scheduled repayment of Facility).
Bail-In Action means the exercise of any Write-down and Conversion Powers.
Bail-In Legislation means:
(a)in relation to an EEA Member Country which has implemented, or which at any time
implements, Article 55 BRRD, the relevant implementing law or regulation as described in
the EU Bail-In Legislation Schedule from time to time;
(b)in relation to the United Kingdom, the UK Bail-In Legislation; and
(c)in relation to any other state other than such an EEA Member Country and the United
Kingdom, any analogous law or regulation from time to time which requires contractual
recognition of any Write-down and Conversion Powers contained in that law or regulation.
Bareboat Charter means a bareboat charter for the Ship between the Borrower as owner and a
Bareboat Charterer as charterer in the agreed form (and includes the Initial Bareboat Charter
and a JV Bareboat Charter) and Bareboat Charters means any or all of them.
Bareboat Charterer means Guarantor A, Guarantor D or any other Group Member which
becomes a bareboat charterer under a Bareboat Charter of the Ship pursuant to the terms of
clause 24.8 (Chartering).
Basel Accords means the Basel II Accord, the Basel III Accord and Reformed Basel III.
4
Basel Regulation means either a Basel II Regulation or a Basel III Regulation.
Basel II Accord means the "International Convergence of Capital Measurement and Capital
Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in
June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding
any amendment thereto arising out of the Basel III Accord or Reformed Basel III.
Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or
the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations
applicable to such Finance Party) adopted by that Finance Party (or any of its Affiliates) for the
purposes of implementing or complying with the Basel Accords.
Basel II Regulation means:
(a)any law or regulation in force as at the date hereof implementing the Basel II Accord
(including the relevant provisions of CRR) to the extent only that such law or regulation
re-enacts and/or implements the requirements of the Basel II Accord but excluding any
provision of such law or regulation implementing the Basel III Accord or Reformed Basel
III; and
(b)any Basel II Approach adopted by a Finance Party or any of its Affiliates.
Basel III Accord means, together:
(a)the agreements on capital requirements, a leverage ratio and liquidity standards
contained in “Basel III: A global regulatory framework for more resilient banks and banking
systems”, “Basel III: International framework for liquidity risk measurement, standards and
monitoring” and “Guidance for national authorities operating the countercyclical capital
buffer” published by the Basel Committee on Banking Supervision in December 2010,
each as amended, supplemented or restated;
(b)the rules for global systemically important banks contained in “Global systemically
important banks: assessment methodology and the additional loss absorbency
requirement - Rules text” published by the Basel Committee on Banking Supervision in
November 2011, as amended, supplemented or restated; and
(c)any further guidance or standards published by the Basel Committee on Banking
Supervision relating to “Basel III”, including Reformed Basel III.
Basel III Increased Cost means an Increased Cost which is attributable to the implementation
or application of or compliance with any Basel III Regulation (whether such implementation,
application or compliance is by a government, regulator, Finance Party or any of its Affiliates)
and includes a CRR Increased Cost.
Basel III Regulation means any law or regulation implementing the Basel III Accord (including
the relevant provisions of CRR) save to the extent that such law or regulation re-enacts a Basel
II Regulation.
Break Costs means the amount (if any) by which:
(a)the interest (excluding the Margin) which a Lender should have received for the period
from the date of receipt of all or any part of its participation in the Loan or any relevant
part of it or Unpaid Sum to the last day of the current Interest Period in respect of the
Loan or any relevant part of it or Unpaid Sum, had the principal amount or Unpaid Sum
received been paid on the last day of that Interest Period;
exceeds:
(b)the amount which that Lender would be able to obtain by placing an amount equal to the
relevant principal amount or Unpaid Sum received by it on deposit with a leading bank for
a period starting on the Business Day following receipt or recovery and ending on the last
day of that Interest Period.
Business Day means a day (other than a Saturday or Sunday) on which banks are open for
general business in Copenhagen, London, Frankfurt am Main, New York and Oslo, and (in
relation to any date for payment or purchase of euro) any TARGET Day.
5
BW Group means BW Altor Pte. Ltd. of the Republic of Singapore and its Subsidiaries from
time to time.
Change of Control occurs if, at any time and without the prior written approval of all the
Lenders:
(a)the Borrower ceases to be a wholly-owned direct Subsidiary of Guarantor B, unless
(subject to the proviso at the end of this definition) the Borrower has become a wholly-
owned direct Subsidiary of an Approved Shareholder or Guarantor C; or
(b)the Borrower or Guarantor B ceases to be a wholly-owned direct or indirect Subsidiary of
Guarantor C; or
(c)the Borrower that (subject to the proviso at the end of this definition) has become a
wholly-owned direct Subsidiary of an Approved Shareholder or Guarantor C pursuant to
paragraph (a) above ceases to be a wholly-owned direct Subsidiary of that Approved
Shareholder or Guarantor C, unless (subject to the proviso at the end of this definition)
the Borrower has become a wholly-owned direct Subsidiary of another Approved
Shareholder or, as the case may be, Guarantor C; or
(d)any Approved Shareholder that (subject to the proviso at the end of this definition) owns
shares in the Borrower ceases to be a wholly-owned direct or indirect Subsidiary of
Guarantor C; or
(e)on and following the Share Exchange Completion and prior to the completion of the
Squeeze Out, UK ListCo ceases to be the direct shareholder of at least 90 per cent. of the
issued and outstanding voting share capital (excluding shares held in treasury by
Guarantor A) in Guarantor A; or
(f)Guarantor B ceases to be a direct wholly-owned Subsidiary of Guarantor C unless
(subject to the proviso at the end of this definition) Guarantor B has become a wholly-
owned direct Subsidiary of an Approved Shareholder; or
(g)on and following the Transfer of Guarantor A, Guarantor A ceases to be a wholly-owned
direct Subsidiary of Guarantor C unless (subject to the proviso at the end of this
definition) Guarantor A has become a wholly-owned direct Subsidiary of an Approved
Shareholder; or
(h)prior to the Guarantor C Acquisition, Guarantor C ceases to be a direct wholly-owned
Subsidiary of Guarantor A; or
(i)on and following the Guarantor C Acquisition, Guarantor C ceases to be a wholly-owned
direct Subsidiary of UK ListCo; or
(j)Guarantor D ceases to be a direct wholly-owned Subsidiary of Guarantor B unless
(subject to the proviso at the end of this definition) Guarantor D has become a wholly-
owned direct Subsidiary of an Approved Shareholder; or
(k)Guarantor A (at any time prior to the Guarantor C Acquisition) or UK ListCo (on and
following the Guarantor C Acquisition) ceases to have the right or ability to control the
affairs, or the composition of the majority of the board of directors, of the Borrower and/or
Guarantor C and/or any Bareboat Charterer, and/or any Approved Shareholder that
(subject to the proviso at the end of this definition) owns shares in the Borrower and/or
any Bareboat Charterer; or
(l)any Bareboat Charterer ceases to be Guarantor A, Guarantor D or a direct or indirect
(and wholly-owned, unless it is a Bareboat Charterer under a JV Bareboat Charter)
Subsidiary of, prior to the Guarantor C Acquisition, Guarantor A or, on and from the
Guarantor C Acquisition, Guarantor C; or
(m)any person or group of persons acting in concert (other than Swire Pacific, Scorpio Group
or the BW Group) hold legally and beneficially more than 25% of either (i) the issued and
outstanding share capital and/or (ii) the issued and outstanding voting share capital, of,
prior to the Share Exchange Completion, Guarantor A or, on and following the Share
Exchange Completion, UK ListCo,
Provided however that it shall not constitute a Change of Control under:
6
(i)paragraphs (a) or (c) above, if, in the case of a transfer of all (but not part of) the
shares and/or voting shares in the Borrower from Guarantor B to an Approved
Shareholder under paragraph (a) above, or between Approved Shareholders under
paragraph (c) above; or
(ii)paragraph (f) above, if, in the case of a transfer of all (but not part of) the shares
and/or voting shares in Guarantor B from Guarantor C to an Approved Shareholder
under paragraph (f) above; or
(iii)paragraph (g) above, if, on and following the Transfer of Guarantor A, in the case of
a transfer of all (but not part of) the shares and/or voting shares in Guarantor A
from Guarantor C to an Approved Shareholder under paragraph (g) above; or
(iv)paragraph (j) above, if, in the case of a transfer of all (but not part of) the shares
and/or voting shares in Guarantor D from Guarantor B to an Approved Shareholder
under paragraph (j) above; or,
(v)at the time of such transfer:
(i)such Approved Shareholder has delivered to all Finance Parties any “know your
customer” and other similar documents as required by any of them and the relevant
Finance Parties are satisfied with the same and their relevant internal checks; and
(ii)such Approved Shareholder becomes an Additional Guarantor pursuant to the
terms of clause 35.5 (Additional Guarantors) and grants a Security Interest over the
shares of the Borrower which it acquires or is to acquire on terms materially similar
to the relevant Share Security and in agreed form (which shall constitute Finance
Documents), together with any documents and evidence of the type referred to in
Schedule 3 (Conditions precedent) in respect of such Security Interest and the
Approved Shareholder; and
(iii)the Parties have entered into such other amendments and documents (including
any amendment to this Agreement) as the Agent (acting reasonably) may require in
respect of the above matters (at the cost and expense of the Borrower); and
(iv)the entry by such Approved Shareholder into any of the above documents does not
otherwise constitute a Default nor would otherwise cause or result in an Event of
Default (and the Obligors’ Agent has confirmed the same in writing to the Agent).
Charged Property means all of the assets of the Obligors which from time to time are, or are
expressed or intended to be, the subject of the Transaction Security.
Charter means, in relation to the Ship, any charter commitment (other than a Bareboat Charter),
which is entered into during the Facility Period between (a) either the Borrower or the Bareboat
Charterer as disponent owner; and (b) any person (other than a Bareboat Charterer or any
Group Member or any Affiliate of any of them) as charterer or counterparty of the Borrower or
(as applicable) such Bareboat Charterer thereunder, and which is capable of lasting in excess of
12 months (without taking into account any options to extend or renew contained therein), and it
includes the Initial Charter, and Charters means any or all of them.
Charter Documents means, in relation to the Ship and a Charter, any documents
supplementing it and any Charter Guarantee.
Charter Guarantee means, in relation to the Ship and a Charter, any guarantee or security
given by any person for the relevant Charterer’s obligations under it.
Charter Guarantor means, in relation to the Ship and a Charter, the guarantor or counterparty
of the Borrower or Bareboat Charterer under the Charter Guarantee for that Charter.
Charterer means, in relation to a Charter, the charterer or counterparty of the Borrower or
Bareboat Charterer under that Charter (and it includes the Initial Charterer).
Classification means an appropriate classification available to vessels of this type (being on
the date of this Agreement the classification specified in respect of the Ship in Schedule 2 (Ship
information)) with the relevant Classification Society selected by the Borrower.
7
Classification Society means the classification society specified in Schedule 2 (Ship
information), Lloyd’s Register, American Bureau of Shipping or Bureau Veritas or another
classification society (being a member of the International Association of Classification Societies
(IACS) or, if such association no longer exists, any similar association nominated by the Agent)
approved by the Majority Lenders as its Classification Society, at the request of the Borrower.
Code means the US Internal Revenue Code of 1986, as amended.
Commitment means:
(a)in relation to an Original Lender, the amount set opposite its name under the heading
"Commitment" in Schedule 1 (The original parties) and the amount of any other
Commitment assigned to it under this Agreement; and
(b)in relation to any other Lender, the amount of any Commitment assigned to it under this
Agreement,
to the extent not cancelled, reduced or assigned by it under this Agreement.
Compliance Certificate means a certificate substantially in the form set out in Schedule 9
(Form of Compliance Certificate) or otherwise approved.
Confirmation shall have, in relation to any Hedging Transaction, the meaning given to that term
in the relevant Hedging Master Agreement.
Confidential Information means all information relating to an Obligor, the Group, the
Transaction Documents or the Facility of which a Finance Party becomes aware in its capacity
as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in
relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the
Facility from either:
(a)any Group Member or any of its advisers; or
(b)another Finance Party, if the information was obtained by that Finance Party directly or
indirectly from any Group Member or any of its advisers,
in whatever form, and includes information given orally and any document, electronic file or any
other way of representing or recording information which contains or is derived or copied from
such information but excludes:
(i)information that:
(A)is or becomes public information other than as a direct or indirect result of
any breach by that Finance Party of clause 51 (Confidential Information); or
(B)is identified in writing at the time of delivery as non-confidential by any Group
Member or any of its advisers; or
(C)is known by that Finance Party before the date the information is disclosed to
it in accordance with paragraphs (a) or (b) above or is lawfully obtained by
that Finance Party after that date, from a source which is, as far as that
Finance Party is aware, unconnected with the Group and which, in either
case, as far as that Finance Party is aware, has not been obtained in breach
of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)any Funding Rate or Reference Bank Quotation.
Confidentiality Undertaking means a confidentiality undertaking substantially in the form
recommended by the Loan Market Association.
Constitutional Documents means, in respect of an Obligor, such Obligor's memorandum and
articles of association, by-laws or other constitutional documents including as referred to in any
certificate relating to an Obligor delivered pursuant to Schedule 3 (Conditions precedent).
Corrective Action Plan or CAP means a plan produced by the Borrower specifying the
corrective actions (including the timing(s) and responsibility for such action(s)) being taken or
8
proposed to be taken in order to remedy or mitigate all adverse consequences caused by an
Environmental Incident, Social Incident, Environmental Claim, Social Claim, or IMO Code Claim,
as may be amended or updated from time to time.
CRR means either CRR-EU or, as the context may require, CRR-UK.
CRR-EU means regulation 575/2013 of the European Union on prudential requirements for
credit institutions and investment firms and regulation 2019/876 of the European Union
amending Regulation (EU) No 575/2013 and all delegated and implementing regulations
supplementing that Regulation.
CRR Increased Cost means an Increased Cost which is attributable to the implementation or
application of or compliance with the CRR (whether such implementation, application or
compliance is by a government, regulator, Finance Party or any of its Affiliates).
CRR-UK means CRR-EU as amended and transposed into the laws of the United Kingdom by
the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations
2019.
CTA means the Corporation Tax Act 2009.
Debt Purchase Transaction means, in relation to a person, a transaction where such person:
(a)purchases by way of assignment or transfer;
(b)enters into any sub-participation in respect of; or
(c)enters into any other agreement or arrangement having an economic effect substantially
similar to a sub-participation in respect of,
any Commitment or amount outstanding under the Loan under this Agreement.
Declassification Date means the date on which the Agent (acting on the instructions of the
Majority Lenders) exercises its right to declassify the Loan as a "green loan" in accordance with
paragraph (a) of clause 23.14 (Declassification Event).
Declassification Event means:
(a)the Agent receives a Declassification Request from the Borrower;
(b)the Borrower ceases to be in compliance with the Green Asset Criteria; or
(c)the Borrower fails to comply with the requirements of clause 21.14 (Green Loan
Compliance Certificate and Green Loan Report), unless the failure to comply is capable of
remedy and it is remedied within 10 Business Days of the earlier of (i) the Agent giving
notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.
Declassification Request means a notice signed by the Borrower requesting that the Loan is
no longer to be classified as a “green loan” for the purposes of the “Green Loan Provisions”.
Such notice shall:
(a)be signed by a director of the Borrower;
(b)state the proposed Declassification Date; and
(c)set out in reasonable detail the green loan related information demonstrating why the
Loan should no longer be a “green loan”.
Deed of Covenant means, if the Mortgage is in account current form and where it is customary
to grant a deed of covenant, a first priority deed of covenant in respect of the Ship by the
Borrower in favour of the Security Agent in the agreed form.
Default means an Event of Default or any event or circumstance specified in clause 32 (Events
of Default) which would (with the expiry of a grace period, the giving of notice, the making of any
9
determination under the Finance Documents or any combination of any of the foregoing) be an
Event of Default.
Defaulting Lender means any Lender:
(a)which has failed to make its participation in the Loan available (or has notified the Agent
or the Borrower (which has notified the Agent) that it will not make its participation in the
Loan available) by the Utilisation Date in accordance with clause 5.4 (Lenders'
participation);
(b)which has otherwise rescinded or repudiated a Finance Document; or
(c)with respect to which an Insolvency Event has occurred and is continuing,
unless, in the case of paragraph (a) above:
(i)its failure to pay is caused by:
(A)administrative or technical error; or
(B)a Disruption Event; and,
payment is made within three Business Days of its due date; or
(ii)the Lender is disputing in good faith whether it is contractually obliged to make the
payment in question.
Delegate means any delegate, agent, attorney, additional trustee or co-trustee appointed by the
Security Agent.
Deloitte Report means the Project Albion Draft Extract Strawman Report dated 8 May 2025.
Disposal Repayment Date means in relation to:
(a)a Total Loss of the Ship, the applicable Total Loss Repayment Date; or
(b)a sale of the Ship by the Borrower, the date upon which such sale is completed by the
transfer of title to the purchaser in exchange for payment of all or part of the relevant
purchase price (and upon or immediately prior to such completion).
Disruption Event means either or both of:
(a)a material disruption to those payment or communications systems or to those financial
markets which are, in each case, required to operate in order for payments to be made in
connection with the Facility (or otherwise in order for the transactions contemplated by the
Finance Documents to be carried out) which disruption is not caused by, and is beyond
the control of, any of the Parties; or
(b)the occurrence of any other event which results in a disruption (of a technical or systems-
related nature) to the treasury or payments operations of a Party preventing that, or any
other Party:
(i)from performing its payment obligations under the Finance Documents; or
(ii)from communicating with other Parties in accordance with the terms of the Finance
Documents,
and which (in either such case) is not caused by, and is beyond the control of, the Party whose
operations are disrupted.
Earnings means, in relation to the Ship and a person, all money at any time payable to that
person for or in relation to the use or operation of the Ship including freight, hire and passage
moneys, money payable to that person for the provision of services by or from the Ship or under
any charter commitment, requisition for hire compensation, remuneration for salvage and
towage services, demurrage and detention moneys and damages for breach and payments for
10
termination or variation of any charter commitment and contributions of any nature whatsoever
in respect of general average (including all moneys payable to the Borrower and/or a Bareboat
Charterer of the Ship under any Charter, Charter Guarantee or Bareboat Charter in respect of
the Ship, respectively).
Earnings Account means any account with an Account Bank which is defined as such in any
Account Security or which is designated as an "Earnings Account" under clause 29 (Bank
accounts).
EBITDA has the meaning given to that term in clause 22.2 (Financial definitions).
EEA Member Country means any member state of the European Union, Iceland, Liechtenstein
and Norway.
Eligible Institution means any Lender or other bank, financial institution, trust, fund or other
entity selected by the Borrower and which, in each case, is not a Group Member.
Environmental Approval means any permit, license, consent, approval and other
authorisations required under any Environmental Law.
Environmental Claim means any claim or proceeding by any person or company or any formal
notice, whether in respect to any investigation by relevant public authorities or otherwise which
has been commenced against any Obligor or the Ship in respect of (i) any material breach of or
material non-conformity with Environmental Law or (ii) any material breach of or material non-
conformity with or a revocation or suspension of an Environmental Approval.
Environmental Incident means any spill, release or discharge of Environmentally Sensitive
Material which is capable of materially polluting the environment in circumstances where:
(a)a Fleet Vessel or its owner, operator or manager is involved; and/or
(b)any Obligor is reasonably expected to be liable for Environmental Claims arising from
such spill, release or discharge (other than Environmental Claims arising and fully
satisfied before the date of this Agreement).
Environmental Law means any applicable law, regulation, convention or treaty, judgment, order
or any other executive or legislative measure or act having the force of law in any jurisdiction in
which any Obligor conducts business and which relates to the pollution or protection of, or the
prevention of harm or damage to, the environment, including, without limitation, the
manufacturing, generation, processing, distribution, use, treatment, storage, disposal, transport
or handling of Environmentally Sensitive Material.
Environmentally Sensitive Material means and includes all contaminants, oil, oil products,
toxic substances and any other substance (including any chemical, gas or other hazardous or
noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.
EU Bail-In Legislation Schedule means the document described as such and published by the
Loan Market Association (or any successor person) from time to time.
EU Ship Recycling Regulation means Regulation (EU) No 1257/2013 of the European
Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation
(EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).
EURIBOR means, in relation to the Loan or any part of it and any Unpaid Sum:
(a)the applicable Screen Rate as of 11:00 a.m. (Brussels time) on the relevant Quotation
Day for a period equal in length to the Interest Period of the Loan or relevant part of it or
Unpaid Sum; or
(b)as otherwise determined pursuant to clause 12.1 (Unavailability of Screen Rate),
and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.
Event of Default means any event or circumstance specified as such in clause 32 (Events of
Default).
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Existing Facilities Agreement means the facilities agreement dated 22 May 2025 made
between, amongst others, the Borrower as borrower and DNB Bank ASA as agent, in relation to
loan facilities of up to €150,000,000 for the purpose of financing the acquisition cost of the Ship.
Existing Indebtedness means, together, at any relevant time, the aggregate amount of
principal, interest and all other amounts outstanding and owing by the Borrower or any other
Obligor under the Existing Facilities Agreement or related Finance Documents (as such term is
defined in the Existing Facilities Agreement).
External Reviewer means S&P Global or any replacement external reviewer being a member
firm of Deloitte, Ernst & Young Global Limited, KPMG International Limited,
PricewaterhouseCoopers International Limited or DNV or any other person approved by the
Majority Lenders as may be appointed from time to time by Guarantor A (up to the Share
Exchange Completion) or UK ListCo (on and from the Share Exchange Completion), provided
that any such replacement is:
(a)an independent professional services firm, environmental consultancy firm or ratings
agency which is regularly engaged in the application and monitoring of ESG standards
and ESG calculation methodologies; and
(b)not an Affiliate of an Obligor.
Facility means the term loan facility made available under this Agreement as described in
clause 2 (The Facility).
Facility Office means:
(a)in respect of a Lender, the office or offices notified by that Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than
five Business Days' written notice) as the office or offices through which it will perform its
obligations under this Agreement; or
(b)in respect of any other Finance Party, the office in the jurisdiction in which it is resident for
Tax purposes.
Facility Period means the period from and including the date of this Agreement to and including
the date on which the Total Commitments have reduced to zero and all indebtedness of the
Obligors under the Finance Documents has been irrevocably and unconditionally and
discharged in full.
FATCA means:
(a)sections 1471 to 1474 of the Code or any associated regulations;
(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the US and any other jurisdiction, which (in either case) facilitates the
implementation of any law or regulation referred to in paragraph (a) above; or
(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to
in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government
or any governmental or taxation authority in any other jurisdiction.
FATCA Application Date means:
(a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the
US), 1 July 2014; or
(b)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling
within paragraph (a) above, the first date from which such payment may become subject
to a deduction or withholding required by FATCA.
FATCA Deduction means a deduction or withholding from a payment under a Finance
Document required by FATCA.
12
FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA
Deduction.
FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code
which could be required to make a FATCA Deduction.
Fee Letters means any letters entered into between (a) any Finance Parties and (b) any
Obligors by reference to this Agreement in relation to any fees payable to any Finance Parties
and Fee Letter means any one of them.
Final Repayment Date means, subject to clause 44.7 (Business Days), the date falling 60
Months after the Utilisation Date.
Finance Documents means this Agreement, any Accession Deed, any Ancillary Document, any
Compliance Certificate, any Green Loan Compliance Certificate, any Fee Letter, the Utilisation
Request, any Quiet Enjoyment Agreement in relation to the Ship, the Security Documents, any
Transfer Certificate, any Hedging Contracts, any Hedging Master Agreement and any other
document designated as such by the Agent and the Borrower.
Finance Party means the Agent, the Security Agent, any Arranger, the Bookrunner, the Green
Loan Advisor, any Hedging Provider, a Lender or any Ancillary Lender.
Financial Indebtedness means any indebtedness for or in respect of:
(a)moneys borrowed and debit balances at banks or other financial institutions;
(b)any acceptance under any acceptance credit or bill discounting facility (or dematerialised
equivalent);
(c)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any
similar instrument;
(d)the amount of any liability in respect of any lease or hire purchase contract which would,
in accordance with IFRS, be treated as a finance or capital lease;
(e)receivables sold or discounted (other than any receivables to the extent they are sold on
a non-recourse basis and meet any requirement for de-recognition under IFRS);
(f)any Treasury Transaction (and, when calculating the value of that Treasury Transaction,
only the marked to market value (or, if any actual amount is due as a result of the
termination or close-out of that Treasury Transaction, that amount) shall be taken into
account);
(g)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution;
(h)any amount raised by the issue of shares which are redeemable (other than at the option
of the issuer) before the Final Repayment Date or are otherwise classified as borrowings
under IFRS;
(i)any amount of any liability under an advance or deferred purchase agreement if (i) one of
the primary reasons behind entering into the agreement is to raise finance or to finance
the acquisition or construction of the asset or service in question or (ii) the agreement is in
respect of the supply of assets or services and payment is due more than 180 days after
the date of supply;
(j)any amount raised under any other transaction (including any forward sale or purchase,
sale and sale back or sale and leaseback agreement) of a type not referred to in any
other paragraph of this definition having the commercial effect of a borrowing or otherwise
classified as borrowings under IFRS; and
(k)the amount of any liability in respect of any guarantee or indemnity for any of the items
referred to in paragraphs (a) to (j) above.
13
Financial Year means the annual accounting period of the Group ending on or about the
Accounting Reference Date in each year.
First Repayment Date means, subject to clause 44.7 (Business Days), the date falling three
Months after the Utilisation Date.
Flag State means, in relation to the Ship, (i) the country specified in Schedule 2 (Ship
information), (ii) any other Approved Flag State in which the Ship is, or is to be, registered at the
request of the Borrower, subject to the provisions of paragraph (b) of clause 24.2 (Ship’s name
and registration) or (iii) such other state or territory as may be approved by the Majority Lenders
at the request of the Borrower (such approval or, where such state or territory is not approved by
the Majority Lenders, such rejection, not to be unreasonably delayed), subject to the provisions
of paragraph (b) of clause 24.2 (Ship’s name and registration) as being the “Flag State” of the
Ship for the purposes of the Finance Documents.
Fleet Vessel means the Ship and any other vessel owned, operated, managed or crewed by
any Group Member.
Funding Rate means any individual rate notified by a Lender to the Agent pursuant to
paragraph (a)(ii) of clause 12.4 (Cost of funds).
General Assignment means in relation to the Ship and each Bareboat Charterer, a first
assignment of its interest in the Ship's Insurances, Earnings (including Earnings under any
Charter and any Charter Guarantee for the Ship, if and to the extent it would not constitute a
breach of the relevant Charter or Charter Guarantee (as applicable) for the Ship (unless clause
24.8(e)(ii) applies)), Requisition Compensation and, subject to the terms of clause 24.8(e)(ii) in
relation to a Charter, the Charter Documents for such Charter, and, in the case of the Borrower
only, any Bareboat Charter for the Ship, one such assignment executed by the Borrower and
each Bareboat Charterer of the Ship in favour of the Security Agent or any other Finance Party
in the agreed form.
GHG Protocol means the Greenhouse Gas Protocol: A Corporate Accounting and Reporting
Standard, Revised Edition 2015, published by the World Business Council for Sustainable
Development and the World Resources Institute, as updated from time to time.
GLP means the Green Loan Principles together with the "Guidance on Green Loan Principles",
published on 23 February 2023 by the Loan Market Association (LMA), the Loan Syndications
and Trading Association (LSTA) and the Asia Pacific Loan Market Association (APLMA) and the
accompanying guidance in force as at the date of this Agreement.
Green Asset Criteria means, at any relevant time:
(a)the proceeds of the Loan are used for the purpose of financing Green Assets;
(b)not more than 5% of the aggregate combined annual turnover of the Borrower attributable
to the Green Assets (as shown in the then most recent audited annual financial
statements of the Borrower delivered pursuant to clause 21.3 (Financial statements)) is
derived from non-offshore renewable energy activities; and
(c)the aggregate market value of the Green Assets (as most recently determined by
valuations obtained in accordance with clause 27 (Minimum Security Value)) is equal to
or exceeds the outstanding amount of the Green Loan,
save that paragraphs (b) and (c) shall not apply for the purposes of a Pre-Utilisation Green Loan
Compliance Certificate provided pursuant to clause 10.2(b) (Green Loan Margin Adjustment).
Green Assets means the Ship for as long as it falls within "green project categories" as defined
in the Green Finance Framework.
Green Finance Framework means the green finance framework dated December 2023 and
prepared by Guarantor A on sustainability reporting.
Green Finance Second Party Opinion means the green finance second party opinion dated 1
December 2023 and issued by the External Reviewer as the same may be updated or amended
from time to time to confirm, inter alia, the alignment of the Green Finance Framework with the
GLP.
14
Green Loan means the outstanding amount of the Loan until a Declassification Event occurs
and is continuing.
Green Loan Compliance Certificate means a certificate substantially in the form set out in
Schedule 10 (Form of Green Loan Compliance Certificate) delivered pursuant to clause 21.14
(Green Loan Compliance Certificate and Green Loan Report) (and it also includes a Pre-
Utilisation Green Loan Compliance Certificate).
Green Loan Compliance Certificate Inaccuracy has the meaning given to it in clause 21.15
(Green Loan Compliance Certificate Inaccuracy).
Green Loan Information means all information which has been:
(a)provided by or on behalf of a Group Member to a Finance Party; or
(b)approved by any Group Member,
solely in connection with, and to the extent it relates to, any Green Loan Compliance Certificate
or any Green Loan Report,
Green Loan Provisions means each of paragraph (g) of clause 20.8 (No misleading
information), clause 21.14 (Green Loan Compliance Certificate and Green Loan Report) to
clause 21.16 (Green Loan Information) (inclusive), clause 23.14 (Declassification Event) and
clause 23.15 (Green Loan publicity).
Green Loan Report has the meaning given to that term in clause 21.14 (Green Loan
Compliance Certificate and Green Loan Report).
Group means:
(a)on and from the date of this Agreement and up until the Share Exchange Completion,
Guarantor A; and
(b)on and from the date of the Share Exchange Completion and until the end of the Facility
Period, UK ListCo,
(c)and, in each case, its Subsidiaries for the time being and, for the purposes of clause 21.3
(Financial statements) and clause 22 (Financial covenants), any other entity required to
be treated as a subsidiary in its consolidated accounts in accordance with IFRS and/or
any applicable law.
Group Member means any Obligor and any other entity which is part of the Group.
Guarantee means the obligations of the Guarantors under clause 19 (Guarantee and
indemnity).
Guarantor means an Original Guarantor or an Additional Guarantor which has become a
guarantor under this Agreement pursuant to clause 35.5 (Additional Guarantors) and
Guarantors means any or all of them.
Guarantor Affiliate means any Guarantor and each of its Affiliates, any trust of which such
Guarantor or any of its Affiliates is a trustee, any partnership of which such Guarantor or any of
its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the
control of, such Guarantor or any of its Affiliates.
Guarantor C Acquisition means the acquisition by UK ListCo of 100% of the share capital of
Guarantor C from Guarantor A, which will follow the Share Exchange Completion and the
completion of the Squeeze Out.
Hedging Contract means any Hedging Transaction between the Borrower and any Hedging
Provider pursuant to any Hedging Master Agreement and includes any Hedging Master
Agreement and any Confirmations from time to time exchanged under it and governed by its
terms relating to that Hedging Transaction and any contract in relation to such a Hedging
Transaction constituted and/or evidenced by them and Hedging Contracts means any or all of
them.
15
Hedging Contract Security means a deed or other instrument by the Borrower in favour of the
Security Agent in the agreed form conferring a Security Interest over any Hedging Contracts.
Hedging Exposure means, as at any relevant date and in relation to any Hedging Provider, the
aggregate of the amount certified by that Hedging Provider to the Agent to be the net amount in
euro:
(a)in relation to all Hedging Contracts with that Hedging Provider that have been closed out
on or prior to the relevant date, that is due and owing by the Borrower to that Hedging
Provider in respect of such Hedging Contracts on the relevant date; and
(b)in relation to all Hedging Contracts with that Hedging Provider that are continuing on the
relevant date, that would be payable by the Borrower to that Hedging Provider under (and
calculated in accordance with) the early termination provisions of such Hedging Contracts
as if an Early Termination Date (under and as defined in the relevant Hedging Master
Agreement) had occurred on the relevant date in relation to all such continuing Hedging
Contracts.
Hedging Master Agreement means each agreement made or (as the context may require) to
be made between the Borrower and a Hedging Provider comprising an ISDA Master Agreement
and the Schedule thereto in the agreed form and Hedging Master Agreements means any or
all of them.
Hedging Provider means:
(a)any Original Hedging Provider; and
(b)any entity which has become a Party as a Hedging Provider in accordance with clause
34.12 (Accession of Hedging Providers to this Agreement),
and Hedging Providers means any or all of them.
Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to
the term "Transaction" in that Hedging Master Agreement and Hedging Transactions means
any or all of them.
Holding Company means, in relation to a person, any other person in respect of which it is a
Subsidiary.
IFRS means International Financial Reporting Standards (IFRS Standards) applicable from time
to time.
IMO Code Claim means any formal notice of or claim from relevant authorities for a material
breach of the ISM Code, the ISPS Code, the Polar Code, SOLAS, MARPOL or the STCW/
STCW-F being made against any Obligor or otherwise in connection with the Ship or any actual
or threatened withdrawal, suspension, cancellation or modification of the SMC, the ISSC or the
DOC or any “major non-conformity”, as such term is defined in the ISM Code.
Impaired Agent means the Agent at any time when:
(a)it has failed to make (or has notified a Party that it will not make) a payment required to be
made by it under the Finance Documents by the due date for payment;
(b)the Agent otherwise rescinds or repudiates a Finance Document;
(c)(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the
definition of Defaulting Lender; or
(d)an Insolvency Event has occurred and is continuing with respect to the Agent;
unless, in the case of paragraph (a) above:
(i)its failure to pay is caused by:
(A)administrative or technical error; or
16
(B)a Disruption Event; and
payment is made within 3 Business Days of its due date; or
(ii)the Agent is disputing in good faith whether it is contractually obliged to make the
payment in question.
Increased Costs has the meaning given to that term in clause 15.1 (Increased costs).
Indemnified Person means:
(a)each Finance Party, each Receiver, any Delegate and any attorney, agent or other person
appointed by them under the Finance Documents;
(b)each Affiliate of those persons; and
(c)any officers, directors, employees, advisers, representatives or agents of any of the above
persons.
Initial Bareboat Charter means the Bareboat Charter for the Ship the details of which are
provided in Schedule 2 (Ship information).
Initial Charter means, in relation to the Ship, the charter commitment for the Ship, details of
which are provided in Schedule 2 (Ship information).
Initial Charterer means, in relation to the Ship and the Initial Charter, the charterer under such
Initial Charter, whose details are set out in Schedule 2 (Ship information).
Insolvency Event in relation to an entity means that the entity:
(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due;
(c)makes a general assignment, arrangement or composition with or for the benefit of its
creditors;
(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with
primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
incorporation or organisation or the jurisdiction of its head or home office, a proceeding
seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy
or insolvency law or other similar law affecting creditors' rights, or a petition is presented
for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or
any other relief under any bankruptcy or insolvency law or other similar law affecting
creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case
of any such proceeding or petition instituted or presented against it, such proceeding or
petition is instituted or presented by a person or entity not described in paragraph (d)
above and:
(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding up or liquidation; or
(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of
the institution or presentation thereof;
(f)has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of
the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding
pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant
to Part 3 of the Banking Act 2009;
(g)has a resolution passed for its winding-up, official management or liquidation (other than
pursuant to a consolidation, amalgamation or merger);
17
(h)seeks or becomes subject to the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official for it or for all or
substantially all its assets (other than, for so long as it is required by law or regulation not
to be publicly disclosed, any such appointment which is to be made, or is made, by a
person or entity described in paragraph (d) above);
(i)has a secured party take possession of all or substantially all its assets or has a distress,
execution, attachment, sequestration or other enforcement action or legal process levied,
enforced, taken or sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter;
(j)causes or is subject to any event with respect to it which, under the applicable laws of any
jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i)
above; or
(k)takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts.
Insurance Notice means a notice of assignment of Insurances in the form scheduled to any of
the Ship's General Assignments or in another approved form.
Insurances means:
(a)all policies and contracts of insurance; and
(b)all entries in a protection and indemnity or war risks or other mutual insurance
association,
in relation to the Ship, in the name of the Borrower or the joint names of the Borrower and any
other person in respect of or in connection with the Ship and includes all benefits thereof
(including the right to receive claims and to return of premiums), but it excludes loss of hire or
Earnings insurances.
Interbank Market means the European interbank market.
Interest Period means, in relation to the Loan, each period determined in accordance with
clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with clause 10.4 (Default interest).
Interpolated Screen Rate means, in relation to EURIBOR for an Interest Period with respect to
the Loan or any part of it or any Unpaid Sum, the rate (rounded to the same number of decimal
places as the two relevant Screen Rates) which results from interpolating on a linear basis
between:
(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available)
which is less than the relevant Interest Period; and
(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is
available) which exceeds the relevant Interest Period,
each as of 11:00 a.m. (Brussels time) on the relevant Quotation Day.
Inventory of Hazardous Material means a statement of compliance issued by the relevant
Classification Society and which includes a list of any and all materials known to be potentially
hazardous utilised in the construction of the Ship and which also may be referred to as a List of
Hazardous Material.
ITA means the Income Tax Act 2007.
JV Bareboat Charter means, in relation to the Ship, a bareboat charter entered into pursuant to
the terms of, and defined as such in, clause 24.8(c) (Chartering).
Last Availability Date means the earlier of (i) 31 October 2026 or (ii) the Utilisation Date, or
such other date as may be approved by the Lenders.
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Legal Opinion means any legal opinion delivered to the Agent and the Security Agent under
clause 4 (Conditions of Utilisation).
Legal Reservations means:
(a)the principle that equitable remedies may be granted or refused at the discretion of a
court and the limitation of enforcement by laws relating to insolvency, reorganisation and
other laws generally affecting the rights of creditors;
(b)the time barring of claims under the Limitation Act 1980 and the Foreign Limitation
Periods Act 1984;
(c)the possibility that an undertaking to assume liability for, or indemnify a person against,
non-payment of UK stamp duty may be void and defences of set-off or counterclaim;
(d)similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
(e)any other matters which are set out as qualifications or reservations as to matters of law
of general application in the Legal Opinions.
Lender means:
(a)any of the Original Lenders; and
(b)any bank, financial institution, trust, fund or other entity which has become a Party as a
Lender in accordance with any provisions of this Agreement,
which in each case has not ceased to be a Party as Lender in accordance with the terms of this
Agreement, and Lenders means all of them.
Loan means the loan made or to be made under the Facility or the principal amount outstanding
for the time being of that loan.
Loss Payable Clauses means the provisions concerning payment of claims under the
Insurances in the form scheduled to any of the Ship's General Assignments or in another
approved form.
Losses means any costs, expenses (including, but not limited to, legal fees), payments,
charges, losses, demands, liabilities, taxes (including VAT), claims, actions, proceedings,
penalties, fines, damages, judgments, orders or other sanctions.
Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of
any deductible, exceeds or may exceed the Major Casualty Amount.
Major Casualty Amount means the amount specified as such in Schedule 2 (Ship information)
for the Ship or the equivalent in any other currency.
Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66
2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero,
aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction).
Management Agreement means the agreement between the Borrower or Bareboat Charterer
(as applicable) of the Ship and a Manager relating to the appointment of that Manager in respect
of the Ship.
Manager means, in relation to the Ship, the Bareboat Charterer of the Ship (including where a
separate Management Agreement has been entered into between the Borrower and the relevant
Bareboat Charterer) from time to time as technical manager and commercial manager of the
Ship, or another manager appointed by the Borrower or Bareboat Charterer (as applicable) of
the Ship as the technical and/or commercial manager of the Ship in accordance with clause
24.4 (Manager).
Manager's Undertaking means a first priority undertaking by any manager of the Ship (other
than where such manager is also the Bareboat Charterer of the Ship and a Guarantor) to the
Security Agent in the agreed form, including pursuant to clause 24.4 (Manager).
19
Mandatory Declassification Event means a Declassification Event under paragraphs (b) and/
or (c) of the definition of Declassification Event.
Margin means:
(a)two point ten per cent. (2.10%); or
(b)such other rate per annum as may be determined to be the Margin from time to time in
accordance with the adjustment provisions of clause 10.2 (Green Loan Margin
Adjustment).
Material Adverse Effect means a material adverse effect on:
(a)the operations, property or condition (financial or otherwise) of the Obligors taken as a
whole; or
(b)the ability of an Obligor to perform its obligations under any of the Finance Documents; or
(c)the legality, validity or enforceability of, or the effectiveness or ranking of any Security
Interest granted or purporting to be granted pursuant to any of, the Finance Documents or
any of the rights or remedies of any Finance Party under any of the Finance Documents.
Measurement Period has the meaning given to that term in clause 22.2 (Financial definitions).
Minimum Bareboat Charter Hire means, in relation to the Ship, the Borrower, and a Bareboat
Charter relevant to it, an amount which, for the entire tenor of that Bareboat Charter is, in the
reasonable opinion of all the Lenders, sufficient:
(a)to allow the Borrower to pay when they fall due under the Finance Documents all
amounts of principal in respect of the Loan, interest thereon, all amounts payable under
all Hedging Contracts relating to the Loan, any other amounts relating to the Loan and to
pay and/or prepay, or otherwise meet all their obligations when they fall due under, the
Ancillary Outstandings; and
(b)to allow the Borrower to pay when they fall due any and all costs and expenses (including
operating costs and expenses) of the Ship which are for the account of the Borrower
under the terms of the Bareboat Charter, including any and all maintenance,
management, drydocking, insurance, general and administrative costs, expenses,
indemnities and any and all other costs, expenses and Taxes of the Borrower in
connection with its own and the Ship’s administration, operation, corporate existence,
ownership of assets and taxation (as applicable); and
(c)to allow for an additional amount of 10% of all the above sums under paragraphs (a) and
(b) at any given time as contingency for additional payments which the Borrower may
have to make,
in each case, as any such amounts may fall due during the entire tenor of that Bareboat Charter
or are otherwise connected with that Bareboat Charter and provided that the charter hire under
a Bareboat Charter shall not at any time exceed the maximum amount permitted by transfer
pricing regulations applicable to the relevant Bareboat Charterer and/or the Borrower.
Minimum Value means, at any time, the amount in euro which is at that time one hundred and
forty per cent. (140%) of the amount which is the sum of:
(a)the Loan;
(b)minus
(c)the value of any additional security then held by the Security Agent or any other Finance
Party provided pursuant to clause 27.13 (Security shortfall) in the form of cash deposit in
euros (but always subject to clause 27.14 (Creation of additional security)).
Month means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:
20
(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in the calendar month in which that
period is to end (if there is one) or on the immediately preceding Business Day (if there is
not);
(b)if there is no numerically corresponding day in the calendar month in which that period is
to end, that period shall end on the last Business Day in that calendar month; and
(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest
Period shall end on the last Business Day in the calendar month in which that Interest
Period is to end.
The above rules will only apply to the last Month of any period.
Mortgage means a first priority or (as the case may be) first preferred mortgage of the Ship in
the agreed form by the Borrower in favour of the Security Agent or any other Finance Party.
Mortgage Period means the period from the date the Mortgage is executed and registered until
the date the Mortgage is released and discharged or, if earlier, the Total Loss Repayment Date.
New Lender has the meaning given to that term in clause 34 (Changes to the Lenders).
Notifiable Debt Purchase Transaction has the meaning given to that term in clause 35.3
(Disenfranchisement of Debt Purchase Transactions entered into by Guarantor Affiliates).
Obligors means the Borrower, the Guarantors and any Manager (with the exception of any
Manager who is not a Group Member), and Obligor means any one of them.
Obligors' Agent means:
(a)from the date of this Agreement and up to the Share Exchange Completion, Guarantor A;
and
(b)from the Share Exchange Completion and up to the end of the Facility Period, UK ListCo.
Original Financial Statements means the audited consolidated financial statements of
Guarantor A for its Financial Year ended 31 December 2024.
Original Jurisdiction means, in relation to an Obligor, the jurisdiction under whose laws that
Obligor is incorporated as at the date of this Agreement or, in the case of an Additional
Guarantor, as at the date on which that Additional Guarantor becomes Party.
Original Obligors means the Borrower and the Original Guarantors and Original Obligor
means any of them.
Original Schedule of Repayment Amounts means Schedule 6 (Original Schedule of
Repayment Amounts) to this Agreement.
Original Security Documents means:
(a)the Mortgage;
(b)the Deed of Covenant if the Mortgage is in account current form and where it is
customary to grant a deed of covenant;
(c)the General Assignments, one by the Borrower and each Bareboat Charterer of the Ship;
(d)the Share Security;
(e)the Account Security in relation to each Account;
(f)the Hedging Contract Security;
(g)any Subordination Deed; and
21
(h)any Manager’s Undertaking.
Participating Member State means any member state of the European Union that has the euro
as its lawful currency in accordance with legislation of the European Union relating to Economic
and Monetary Union.
Party means a party to this Agreement.
Permitted Distribution means a dividend or other distribution (in cash or in kind) made by
Guarantor A (up to the Share Exchange Completion) or UK ListCo (on and from the Share
Exchange Completion) in respect of a prior Financial Year provided that Guarantor A (up to the
Share Exchange Completion) or UK ListCo (on and from the Share Exchange Completion)
confirms to the Finance Parties by submitting a written certificate signed by its Chief Financial
Officer or its Chief Executive Officer, that:
(a)the dividend or other distribution constitutes no more than 50% of Guarantor A’s (up to the
Share Exchange Completion) or UK ListCo’s (on and from the Share Exchange
Completion) consolidated net profit for such prior Financial Year, as the same is shown in
the then latest Annual Financial Statements (as defined in clause 21 (Information
undertakings)) for the Measurement Period corresponding to such Financial Year; and
(b)the financial covenants under clause 22 (Financial Covenants) forecasted and calculated
on a pro forma basis for the 12-month period starting on the date of the certificate will be
complied with.
Permitted Maritime Liens means:
(a)unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect
of the Ship for an amount not exceeding the Major Casualty Amount;
(b)any lien on the Ship for master's, officer's or crew's wages outstanding in the ordinary
course of its trading;
(c)any lien for master’s disbursements incurred in the ordinary course of trading;
(d)any lien on the Ship for salvage; and
(e)any liens arising on the Ship by operation of law in the ordinary course of trading provided
they secure obligations not more than 30 days overdue.
Permitted Reorganisation means, the reorganisation of Guarantor A and its Subsidiaries as
described in more detail in the Deloitte Report, upon the completion of which each of the
following shall have occurred:
(a)the Squeeze Out;
(b)Guarantor C Acquisition;
(c)the Transfer of Guarantor A;
(d)Guarantor C shall become a direct wholly-owned Subsidiary of UK ListCo; and
(e)Guarantor A shall become a direct wholly-owned Subsidiary of Guarantor C.
Permitted Security Interests means, in relation to the Ship, any Security Interest over it which
is:
(a)up to the Utilisation Date, granted pursuant to the Existing Indebtedness;
(b)granted by the Finance Documents; or
(c)a Permitted Maritime Lien; or
(d)approved by the Majority Lenders.
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Poseidon Principles means the financial industry framework for assessing and disclosing the
climate alignment of ship finance portfolios published on 18 June 2019 as the same may be
amended or replaced to reflect changes in applicable law or regulation or the introduction of or
changes to mandatory requirements of the International Maritime Organization from time to time.
Pre-Utilisation Green Loan Compliance Certificate means a Green Loan Compliance
Certificate to be provided pursuant to paragraph (b) of clause 10.2 (Green Loan Margin
Adjustment) in such form similar to that of Schedule 10 (Form of Green Loan Compliance
Certificate) (but adjusted to take into account only those of the Green Asset Criteria applicable
to the Pre-Utilisation Green Loan Compliance Certificate) as is acceptable to the Agent (acting
reasonably).
QPP Certificate has the meaning given to it in clause 14 (Tax gross up and indemnities).
QPP Lender has the meaning given to it in clause 14 (Tax gross up and indemnities).
Qualifying Lender has the meaning given to that term in clause 14 (Tax gross up and
indemnities).
Quasi-Security has the meaning given to that term in clause 30.2 (General negative pledge).
Quiet Enjoyment Agreement means a letter by the Security Agent addressed to, and
acknowledged by, a charterer of the Ship (other than a Bareboat Charterer) in the agreed form.
Quotation Day means, in relation to any period for which an interest rate is to be determined,
two TARGET Days before the first day of that period unless market practice in the Interbank
Market differs, in which case the Quotation Day shall be determined by the Agent in accordance
with market practice in the Interbank Market (and if quotations would normally be given on more
than one day, the Quotation Day will be the last of those days).
Receiver means a receiver or receiver and manager or administrative receiver of the whole or
any part of the Charged Property appointed under any Security Document.
Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank
under any Finance Document.
Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Agent at its request by the Reference Banks:
(a)(other than where paragraph (b) below applies) as the rate at which the relevant
Reference Bank believes one prime bank is quoting to another prime bank for interbank
term deposits in euro within the Participating Member States for the relevant period; or
(b)if different, as the rate (if any and applied to the relevant Reference Bank and the relevant
period) which contributors to the applicable Screen Rate are asked to submit to the
relevant administrator.
Reference Banks means, in relation to EURIBOR, such entities as may be appointed by the
Agent in consultation with the Borrower.
Reformed Basel III means the agreements contained in “Basel III: Finalising post-crisis
reforms” published by the Basel Committee on Banking Supervision in December 2017, as
amended, supplemented or restated.
Registry means such registrar, commissioner or representative of the relevant Flag State who
is duly authorised and empowered to register the Ship, the Borrower’s title to the Ship and the
Mortgage, and (if applicable) the Deed of Covenant under the laws of its Flag State.
Related Fund in relation to a fund (the first fund), means a fund which is managed or advised
by the same investment manager or investment adviser as the first fund or, if it is managed by a
different investment manager or investment adviser, a fund whose investment manager or
investment adviser is an Affiliate of the investment manager or investment adviser of the first
fund.
Relevant Jurisdiction means, in relation to an Obligor:
23
(a)its Original Jurisdiction;
(b)any jurisdiction where any Charged Property owned by it is situated;
(c)any jurisdiction where it conducts its business; and
(d)any jurisdiction whose laws govern the perfection of any of the Security Documents
entered into by it.
Repayment Date means, subject to clause 44.7 (Business Days) and in respect of the Loan:
(a)the First Repayment Date;
(b)each of the dates falling at intervals of three Months thereafter up to but not including the
Final Repayment Date; and
(c)the Final Repayment Date.
Repeating Representations means each of the representations set out in clauses 20.2
(Status) to 20.7 (Governing law and enforcement), 20.8(b) and 20.8(e) (No misleading
information), 20.9(a) to 20.9(c) (Original Financial Statements), 20.10 (Pari passu ranking),
20.11 (Ranking and effectiveness of security), 20.22 (Anti-Corruption Laws and Anti-Money
Laundering Laws) and 20.23 (Security and Financial Indebtedness).
Replacement Schedule of Repayment Amounts means any replacement Schedule of
Repayment Amounts calculated by the Agent in accordance with clause 7 (Repayment).
Requisition Compensation means any compensation paid or payable by a government entity
for the requisition for title, confiscation or compulsory acquisition of the Ship.
Resolution Authority means any body which has authority to exercise any Write-down and
Conversion Powers.
Restricted Party means a person that is:
(a)listed on any Sanctions List or targeted by Sanctions (whether designated by name or by
reason of being included in a class of person);
(b)located in or incorporated under the laws of any Sanctioned Country;
(c)directly or indirectly owned or controlled by, or acting on behalf, at the direction, or for the
benefit, of a person referred to in paragraphs (a) and/or (to the extent relevant under
Sanctions) (b) above; or
(d)otherwise, or will become with the expiry of any period of time, subject to Sanctions.
Sanctioned Country means a country or territory whose government is the target of, or that is
subject to, comprehensive, country-wide or territory-wide Sanctions (including, as at the date of
this Agreement, Sudan, Cuba, Syria, Iran, North Korea and Crimea as well as the Donetsk,
Luhansk, Zaporizhzhia and Kherson regions of Ukraine).
Sanctions means any applicable (to any Obligor, Group Member, each of their directors,
officers and employees and/or Finance Party as the context provides) laws, regulations or
orders concerning any trade, economic or financial sanctions or embargoes or other restrictive
measures enacted or enforced by a Sanctions Authority.
Sanctions Advisory means the sanctions advisory for the Maritime Industry, Energy and
Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the
Treasury, Department of State and Coast Guard, as may be amended or supplemented, and
any similar future advisory.
Sanctions Authority means the Norwegian State, the United Nations, the European Union,
each of the present or future Member States of the European Union, the United Kingdom, the
United States of America, the Monetary Authority of Singapore and the Hong Kong Monetary
Authority and the respective governmental institutions and agencies of the foregoing, including,
but not limited to, His Majesty’s Treasury (HMT), the Office of Foreign Assets Control of the US
24
Department of Treasury (OFAC), the United States Department of State, and any of their
respective legislative, executive, enforcement and/or regulatory authorities or bodies acting in
connection with Sanctions and any governmental authority with jurisdiction over an Obligor.
Sanctions List means:
(a)the lists of Sanctions designations and/or targets maintained by any Sanctions Authority;
(b)any other Sanctions designation or target listed and/or adopted by a Sanctions Authority;
and/or
(c)any similar list maintained by, or any public announcement of Sanctions designation made
by, any Sanctions Authority,
in all cases, as amended, supplemented or replaced from time to time.
Schedule of Repayment Amounts means the Original Schedule of Repayment Amounts or, as
the case may be, a Replacement Schedule of Repayment Amounts.
Scorpio Group means Scorpio Holdings Limited of the Republic of the Marshall Islands and its
Subsidiaries from time to time.
Screen Rate means the euro interbank offered rate administered by the European Money
Markets Institute (or any other person which takes over the administration of that rate) for the
relevant period displayed (before any correction, recalculation or republication by the
administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement
Thomson Reuters page which displays that rate), or on the appropriate page of such other
information service which publishes that rate from time to time in place of Thomson Reuters. If
such page or service ceases to be available, the Agent may specify another page or service
displaying the relevant rate after consultation with the Borrower and the Lenders.
Secured Obligations means all indebtedness and obligations at any time of any Obligor to any
Finance Party (whether for its own account or as agent or trustee for itself and/or other Finance
Parties) under, or related to, the Finance Documents and the Ancillary Documents.
Security Agent includes any person as may be appointed as such under the Finance
Documents and includes any separate trustee or co-trustee appointment under clause 37.8
(Additional trustees).
Security Documents means:
(a)the Original Security Documents; and
(b)any other document as may be executed to guarantee and/or secure any amounts owing
to the Finance Parties under this Agreement or any other Finance Document.
Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or
other security interest of any kind securing any obligation of any person or any other agreement
or arrangement having a similar effect.
Security Property means:
(a)the Transaction Security expressed to be granted in favour of the Security Agent as
trustee for the Finance Parties and all proceeds of that Transaction Security;
(b)all obligations expressed to be undertaken by any Obligor to pay amounts in respect of
the Secured Obligations to the Security Agent as trustee for the Finance Parties and
secured by the Transaction Security together with all representations and warranties
expressed to be given by an Obligor in favour of the Security Agent as trustee for the
Finance Parties; and
(c)any other amounts or property, whether rights, entitlements, choses in action or
otherwise, actual or contingent, which the Security Agent is required by the terms of the
Finance Documents to hold as trustee on trust for the Finance Parties.
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Security Value means, at any time, the amount in euro which, at that time, is the aggregate of:
(a)the value of the Ship (or, if less, the maximum amount capable of being secured by the
Mortgage) provided that the Ship has not then become a Total Loss; and
(b)the value of any additional security then held by the Security Agent or any other Finance
Party provided under clause 27 (Minimum security value),
(c)in each case as most recently determined in accordance with this Agreement (but
excluding the value of any additional security then held by the Security Agent or any other
Finance Party provided pursuant to clause 27.13 (Security shortfall) in the form of cash
deposits in euro).
Selection Notice means a notice substantially in the form set out in Schedule 5 (Selection
Notice) given in accordance with clause 11 (Interest Periods).
Share Exchange Completion means the acceptance by at least ninety per cent (90%) of the
shareholders in Guarantor A of the offer by UK ListCo to acquire the shares in Guarantor A in
exchange for the issue of the same number of new shares in UK ListCo (the Share Exchange
Offer) and the transfer of at least ninety per cent (90%) of the shares in Guarantor A in favour of
UK ListCo.
Share Security means, in relation to the Borrower, the document constituting a first Security
Interest by the person(s) described as its shareholder(s) in Schedule 1 (The original parties) in
favour of the Security Agent or any other Finance Party in the agreed form in respect of all of the
shares in the Borrower.
Ship means the ship described as such in Schedule 2 (Ship information).
Ship Representations means each of the representations and warranties set out in clauses
20.33 (Ship status) and 20.34 (Ship's employment).
Social Claim means any claim or proceeding by any person or company or any formal notice
with respect to any investigation by relevant public authorities having been commenced against
any Obligor or the Ship in respect of (i) any material breach of or material non-conformity with
any Social Law or (ii) any material breach of or material non-conformity with or revocation or
suspension of a social approval.
Social Incident means:
(a)an incident or accident related to the Ship or any Obligor:
(i)resulting in death or serious or multiple injury; or
(ii)which may, following completion of proper investigation by any relevant labour
authority, result into fines or sanctions from labour authorities; or
(b)a significant community or worker related grievance or protest related to the Ship or any
Obligor.
Social Law means any applicable law, regulation, convention or treaty or any other executive or
legislative measure or act having the force of law in any jurisdiction where any Obligor conducts
business and which relates to human health and safety, labour (and/or the conditions of the
workplace) or human rights issues.
Squeeze Out means the squeeze out procedure whereby the non-consenting shareholders to
the Share Exchange Offer (limited to 10% of shareholders) will receive cash consideration for
their shares.
Statement of Compliance means a Statement of Compliance related to fuel oil consumption
pursuant to regulations 6.6 and 6.7 of Annex VI.
Subordination Deed means, in respect of any Financial Indebtedness owing from the Borrower
to any other Group Member, a subordination deed in an agreed form between (inter alios) the
Security Agent and the lender and borrower of the relevant Financial Indebtedness providing
(inter alia) that:
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(a)such Financial Indebtedness is in all respects subject and subordinate to all amounts
owing to the Finance Parties under the Finance Documents;
(b)if and for as long as an Event of Default is continuing, the lender of such Financial
Indebtedness will not be entitled to demand payment or make any claim in respect of the
same, whether for principal, interest or any other amounts in connection with the same;
(c)such Financial Indebtedness, all contracts and agreements in which it is documented and
all rights of the lenders of such Financial Indebtedness arising from such contracts or
agreements or in connection with such Financial Indebtedness are assigned and/or
pledged in favour of the Security Agent; and
(d)the lender of such Financial Indebtedness owing by the Borrower will procure and agree
to the full release, discharge and forgiveness of such Financial Indebtedness if any
Finance Party has exercised any remedies or rights (or attempted to do so) under any
Share Security over the shares in the Borrower.
Subsidiary of a person means any other person:
(a)directly or indirectly controlled by such person; or
(b)of whose dividends or distributions on ordinary voting share capital such person is
beneficially entitled to receive more than fifty per cent. (50%),
and a person is a "wholly-owned Subsidiary" of another person if it has no members except
that other person and that other person's wholly-owned Subsidiaries or persons acting on behalf
of that other person or its wholly-owned Subsidiaries.
Swire Pacific means Swire Pacific Limited of 33/F, One Pacific Place, 88 Queensway, the
HKSAR, the People’s Republic of China and its Subsidiaries from time to time.
T2 means the real time gross settlement system operated by the Eurosystem, or any successor
system.
TARGET Day means any day on which T2 is open for the settlement of payments in euro.
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay in
paying any of the same) and Taxation shall be construed accordingly.
Total Commitments means the aggregate of the Commitments, being €125,000,000 at the
date of this Agreement.
Total Loss means, in relation to a vessel, its:
(a)actual, constructive, compromised, agreed or arranged total loss; or
(b)requisition for title, confiscation or other compulsory acquisition by a government entity; or
(c)hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than
90 days.
Total Loss Date means, in relation to the Total Loss of a vessel:
(a)in the case of an actual total loss, the date it happened or, if such date is not known, the
date on which the vessel was last reported;
(b)in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:
(i)the date notice of abandonment of the vessel is given to its insurers; or
(ii)if the insurers do not admit such a claim, the date later determined by a competent
court of law to have been the date on which the total loss happened; or
27
(iii)the date upon which a binding agreement as to such compromised or arranged
total loss has been entered into by the vessel's insurers;
(c)in the case of a requisition for title, confiscation or compulsory acquisition, the date it
happened; and
(d)in the case of hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention,
the date 90 days after the date upon which it happened.
Total Loss Repayment Date means, where the Ship has become a Total Loss, the earlier of:
(a)the date 180 days after its Total Loss Date; and
(b)the date upon which insurance proceeds or Requisition Compensation for such Total Loss
are paid by insurers or the relevant government entity.
Transaction Document means:
(a)each Bareboat Charter for the Ship;
(b)each Charter Document for the Ship; and
(c)each of the Finance Documents.
Transaction Security means the Security Interests created or evidenced or expressed to be
created or evidenced under or pursuant to the Security Documents.
Transfer Certificate means a certificate substantially in the form set out in Schedule 8 (Form of
Transfer Certificate) or any other form agreed between the Agent and the Borrower.
Transfer Date means, in relation to an assignment pursuant to a Transfer Certificate, the later
of:
(a)the proposed Transfer Date specified in the Transfer Certificate; and
(b)the date on which the Agent executes the Transfer Certificate.
Transfer of Guarantor A means the contribution by UK ListCo of the shares in Guarantor A to
Guarantor C against the issuance of new shares in Guarantor C to UK ListCo which will follow
the Share Exchange Completion and the completion of the Squeeze Out and the Guarantor C
Acquisition.
Treasury Transaction means any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price.
UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other
law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).
UK ListCo means an English public limited company to be established as part of the Permitted
Reorganisation.
Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance
Documents.
US means the United States of America.
Utilisation means the making of the Loan.
Utilisation Date means the date on which the Utilisation is to be made.
Utilisation Request means a notice substantially in the form set out in Schedule 4 (Utilisation
Request).
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VAT means:
(a)any value added tax imposed by the Value Added Tax Act 1994;
(b)any tax imposed in compliance with the Council Directive of 28 November 2006 on the
common system of value added tax (EC Directive 2006/112); and
(c)any other tax of a similar nature, whether imposed in the United Kingdom or in a member
state of the European Union in substitution for, or levied in addition to, such tax referred to
in paragraphs (a) or (b) above, or imposed elsewhere.
Voluntary Declassification Event means a Declassification Event under paragraph (a) of the
definition of Declassification Event.
Write-down and Conversion Powers means:
(a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from
time to time, the powers described as such in relation to that Bail-In Legislation in the EU
Bail-In Legislation Schedule;
(b)in relation to any UK Bail-In Legislation, any powers under that UK Bail-In Legislation to
cancel, transfer or dilute shares issued by a person that is a bank or investment firm or
other financial institution or affiliate of a bank, investment firm or other financial institution,
to cancel, reduce, modify or change the form of a liability of such a person or any contract
or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any
such contract or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that UK Bail-
In Legislation that are related to or ancillary to any of those powers; and
(c)in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued
by a person that is a bank or investment firm or other financial institution or affiliate
of a bank, investment firm or other financial institution, to cancel, reduce, modify or
change the form of a liability of such a person or any contract or instrument under
which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)any similar or analogous powers under that Bail-In Legislation.
1.2Construction
(a)Unless a contrary indication appears, a reference in any of the Finance Documents to:
(i)Sections, clauses and Schedules are to be construed as references to the
Sections and clauses of, and the Schedules to, the relevant Finance Document and
references to a Finance Document include its Schedules;
(ii)a Finance Document or any other agreement or instrument is a reference to that
Finance Document or other agreement or instrument as it may from time to time be
amended, restated, novated or replaced, however fundamentally;
(iii)words importing the plural shall include the singular and vice versa;
(iv)a time of day are to Central European time (CET);
(v)any person includes its successors in title, permitted assignees or transferees;
(vi)the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor
shall be construed so as to mean the knowledge, awareness and beliefs of the
director and officers of such Obligor, having made due and careful enquiry;
29
(vii)two or more persons are acting in concert if pursuant to an agreement or
understanding (whether formal or informal) they actively co-operate, through the
acquisition (directly or indirectly) of shares, partnership interest or units or limited
liability company interest in an entity by any of them, either directly or indirectly, to
obtain or consolidate control of that entity;
(viii)a document in agreed form means:
(A)where a Finance Document has already been executed by all of the relevant
parties to it, such Finance Document in its executed form;
(B)prior to the execution of a Finance Document, the form of such Finance
Document separately agreed in writing between the Agent and the Borrower
as the form in which that Finance Document is to be executed or another
form approved at the request of the Borrower or, if not so agreed or
approved, is in the form specified by the Agent;
(ix)approved by the Majority Lenders or approved by the Lenders means
approved in writing by the Agent acting on the instructions of the Majority Lenders
or, as the case may be, all of the Lenders (on such conditions as they may
respectively impose) and otherwise approved means approved in writing by the
Agent acting on the instructions of the Majority Lenders (on such conditions as the
Agent (acting on the instructions of the Majority Lenders) may impose) and
approval and approve shall be construed accordingly;
(x)assets includes present and future properties, revenues and rights of every
description;
(xi)an authorisation means any authorisation, consent, concession, approval,
resolution, licence, exemption, filing, notarisation or registration;
(xii)charter commitment means, in relation to a vessel, any charter or other contract
for the use, employment or operation of that vessel or the carriage of people and/or
cargo or the provision of services by or from it and includes any contract of
affreightment or any contract for services relating to that vessel and any agreement
for pooling or sharing income derived from any such charter or other contract;
(xiii)control of an entity means:
(A)the power (whether by way of ownership of shares, proxy, contract, agency
or otherwise) to:
(1)cast, or control the casting of, more than fifty per cent. (50%) of the
maximum number of votes that might be cast at a general meeting of
that entity; or
(2)appoint or remove all, or the majority, of the directors or other
equivalent officers of that entity; or
(3)give directions with respect to the operating and financial policies of
that entity with which the directors or other equivalent officers of that
entity are obliged to comply; and/or
(B)the holding beneficially of more than fifty per cent. (50%) of the issued share
capital of that entity (excluding any part of that issued share capital that
carries no right to participate beyond a specified amount in a distribution of
either profits or capital) (and, for this purpose, any Security Interest over
share capital shall be disregarded in determining the beneficial ownership of
such share capital),
and controlled shall be construed accordingly;
(xiv)a Lender's cost of funds in relation to its participation in the Loan (or any relevant
part of it) is a reference to the average cost (determined either on an actual or a
notional basis) which that Lender would incur if it were to fund, from whatever
source(s) it may reasonably select, an amount equal to the amount of that
30
participation in the Loan (or any relevant part of it) for a period equal in length to
the Interest Period for the Loan (or any relevant part of it);
(xv)the term disposal or dispose means a sale, transfer or other disposal (including
by way of lease or loan but not including by way of loan of money) by a person of
all or part of its assets, whether by one transaction or a series of transactions and
whether at the same time or over a period of time, but not the creation of a Security
Interest;
(xvi)the equivalent of an amount specified in a particular currency (the specified
currency amount) shall be construed as a reference to the amount of the other
relevant currency which can be purchased with the specified currency amount in
the London foreign exchange market at or about 11.00 a.m. on the date the
calculation falls to be made for spot delivery, as conclusively determined by the
Agent (with the relevant exchange rate of any such purchase being the Agent's
spot rate of exchange);
(xvii)a government entity means any government, state or agency of a state;
(xviii)a group of Lenders or a group of Finance Parties includes all the Lenders or (as
the case may be) all the Finance Parties;
(xix)a guarantee means (other than in clause 19 (Guarantee and indemnity)) any
guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any
obligation, direct or indirect, actual or contingent, to purchase or assume any
indebtedness of any person or to make an investment in or loan to any person or to
purchase assets of any person where, in each case, such obligation is assumed in
order to maintain or assist the ability of such person to meet its indebtedness;
(xx)indebtedness includes any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or
contingent;
(xxi)an obligation means any duty, obligation or liability of any kind;
(xxii)something being in the ordinary course of business of a person means
something that is in the ordinary course of that person's current day-to-day
operational business (and not merely anything which that person is entitled to do
under its Constitutional Documents);
(xxiii)pay, prepay or repay in clause 30 (Business restrictions) includes by way of set-
off, combination of accounts or otherwise;
(xxiv)a person includes any individual, firm, company, corporation, government entity or
any association, trust, joint venture, consortium, partnership or other entity
(whether or not having separate legal personality);
(xxv)a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or
supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation and, in relation to any Lender, includes (without limitation)
any Basel Regulation which is applicable to that Lender;
(xxvi)right means any right, privilege, power or remedy, any proprietary interest in any
asset and any other interest or remedy of any kind, whether actual or contingent,
present or future, arising under contract or law, or in equity;
(xxvii)trustee, fiduciary and fiduciary duty has in each case the meaning given to such
term under applicable law;
(xxviii)(i) the liquidation, winding up, dissolution, or administration of person or (ii) a
receiver or administrative receiver or administrator in the context of insolvency
proceedings or security enforcement actions in respect of a person shall be
construed so as to include any equivalent or analogous proceedings or any
equivalent and analogous person or appointee (respectively) under the law of the
jurisdiction in which such person is established or incorporated or any jurisdiction in
which such person carries on business including (in respect of proceedings) the
31
seeking or occurrences of liquidation, winding-up, reorganisation, dissolution,
administration, arrangement, adjustment, protection or relief of debtors; and
(xxix)a provision of law is a reference to that provision as amended or re-enacted from
time to time.
(b)The determination of the extent to which a rate is "for a period equal in length" to an
Interest Period shall disregard any inconsistency arising from the last day of that Interest
Period being determined pursuant to the terms of this Agreement.
(c)Where in this Agreement a provision includes a monetary reference level in one currency,
unless a contrary indication appears, such reference level is intended to apply equally to its
equivalent in other currencies as of the relevant time for the purposes of applying such
reference level to any other currencies.
(d)Section, clause and Schedule headings are for ease of reference only.
(e)Unless a contrary indication appears, a term used in any other Finance Document or in any
notice given under or in connection with any Finance Document has the same meaning in
that Finance Document or notice as in this Agreement.
(f)The Borrower providing cash cover for an Ancillary Facility means the Borrower paying an
amount in the currency of the Ancillary Facility to an account and the following conditions
being met:
(i)either:
(A)the account is in the name of the Borrower and is with the Ancillary Lender
for which that cash cover is to be provided and, until no amount is or may be
outstanding under that Ancillary Facility, withdrawals from the account may
only be made to pay the relevant Finance Party amounts due and payable to
it under this Agreement in respect of that Ancillary Facility; or
(B)the account is in the name of the Ancillary Lender for which that cash cover
is to be provided; and
(ii)the Borrower has executed documentation in form and substance satisfactory to
the Finance Party for which that cash cover is to be provided, creating a first
ranking security interest or other collateral arrangement, in respect of the amount of
that cash cover.
(g)A Default (other than an Event of Default) is continuing if it has not been remedied (if
capable of being remedied) or waived and an Event of Default is continuing if it has not
been waived.
(h)Unless a contrary indication appears, in the event of any inconsistency between the terms
of this Agreement and the terms of any other Finance Document when dealing with the
same or similar subject matter, the terms of this Agreement shall prevail.
(i)The Borrower repaying or prepaying Ancillary Outstandings means:
(i)the Borrower providing cash cover in respect of the Ancillary Outstandings;
(ii)the maximum amount payable under the Ancillary Facility being reduced or
cancelled in accordance with its terms; or
(iii)the Ancillary Lender being satisfied that it has no further liability under that Ancillary
Facility,
and the amount by which Ancillary Outstandings are, repaid or prepaid under
paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or
cancellation.
(j)An amount borrowed includes any amount utilised under an Ancillary Facility.
32
1.3Currency symbols and definitions
(a)€, EUR and euro denote the lawful currency of the Participating Member States.
(b)dollar, $ and USD mean the lawful currency of the United States of America;
1.4Third party rights
(a)Unless expressly provided to the contrary in a Finance Document, a provision expressed
to be for the benefit of a Finance Party or another Indemnified Person, a person who is
not a party to a Finance Document has no right under the Contracts (Rights of Third
Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of
the relevant Finance Document.
(b)Any Finance Document may be rescinded or varied by the parties to it without the
consent of any person who is not a party to it (unless otherwise provided by this
Agreement).
(c)An Indemnified Person who is not a party to a Finance Document may only enforce its
rights under that Finance Document through a Finance Party and if and to the extent and
in such manner as the Finance Party may determine.
1.5Finance Documents
Where any other Finance Document provides that this clause 1.5 shall apply to that Finance
Document, any other provision of this Agreement which, by its terms, purports to apply to all or
any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set
out in it but with all necessary changes.
1.6Conflict of documents
The terms of the Finance Documents (other than as relates to the creation and/or perfection of
security) are subject to the terms of this Agreement and, in the event of any conflict between any
provision of this Agreement and any provision of any Finance Document (other than in relation
to the creation and/or perfection of security) the provisions of this Agreement shall prevail.
1.7Sanctions – Restricted Lender
(a)In relation to:
(i)KfW IPEX-Bank GmbH; and
(ii)each other Lender that notifies the Agent to this effect,
each a Restricted Lender), clause 20.32 (Sanctions), clause 23.13 (Sanctions),
paragraphs (b), (c) or (d) of clause 25.16 (Lawful use), clause 32.3(b) (Financial
covenants; Sanctions) (together, the Sanctions Provisions) shall only apply for the benefit
of that Restricted Lender to the extent that the Sanction Provisions would not result in
any violation of, conflict with or liability under:
(A)Council Regulation (EC) 2271/1996; or
(B)section 7 of the German Foreign Trade Regulation
(Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1
no.3 of the German Foreign Trade Act (Außenwirtschaftsgesetz)); or
(C)any similar applicable anti-boycott law or regulation imposed by the
European Union or any of its member states,
33
in each case protecting against the effects of the extra-territorial application of legislation
adopted by a third country, and actions based thereon or resulting therefrom (together,
the Anti-Boycott Regulations). For the avoidance of doubt, Sanctions imposed by the
Security Council of the United Nations, the European Union and/or any of its member
states shall be deemed not to result in any violation of the Anti-Boycott Regulations.
(b)A Restricted Lender must notify the Agent (each such notice, an Exclusion Notice) if the
Commitments, Ancillary Commitments and/or consent and/or approval, as applicable, of
that Restricted Lender shall be excluded in connection with any actual or potential
amendment, waiver, determination or direction relating to any part of a Sanction Provision
of which such Restricted Lender does not have the benefit pursuant to paragraph (a)
above for the purpose of determining whether the consent and/or approval of the Majority
Lenders (or, as the case may be, all the Lenders or a specific group of Lenders or such
other relevant Lender) has been obtained or whether the determination or direction by the
Majority Lenders (or, as the case may be, all the Lenders or a specific group of Lenders
or such other relevant Lender) has been made. Absent an Exclusion Notice by a
Restricted Lender the Agent is not permitted to exclude that Restricted Lender for the
purpose of determining whether the consent and/or approval of the Majority Lenders (or,
as the case may be, all the Lenders or a specific group of Lenders or such other relevant
Lender) has been obtained or whether the determination or direction by the Majority
Lenders (or, as the case may be, all the Lenders or such other relevant Lender) has been
made.
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Section 2 -  The Facility
2The Facility
2.1The Facility
Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan
facility in an aggregate amount equal to the Total Commitments.
2.2Finance Parties' rights and obligations
(a)The obligations of each Finance Party under the Finance Documents are several. Failure
by a Finance Party to perform its obligations under the Finance Documents does not affect
the obligations of any other Party under the Finance Documents. No Finance Party is
responsible for the obligations of any other Finance Party under the Finance Documents.
(b)The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a
Finance Party from an Obligor is a separate and independent debt in respect of which a
Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.
The rights of each Finance Party include any debt owing to that Finance Party under the
Finance Documents and, for the avoidance of doubt, the Loan (or any relevant part of it) or
any other amount owed by an Obligor which relates to a Finance Party's participation in the
Facility or its role under a Finance Document (including any such amount payable to the
Agent on its behalf) is a debt owing to that Finance Party by that Obligor.
(c)A Finance Party may, except as specifically provided in the Finance Documents (including
clause 42 (Finance Parties acting together)), separately enforce its rights under or in
connection with the Finance Documents.
2.3Obligors’ Agent
(a)Each Obligor (other than an Obligor appointed (or to be appointed) as Obligors’ Agent
pursuant to the terms of this Agreement) by its execution of this Agreement or an Accession
Deed irrevocably appoints Guarantor A (on and from the date of this Agreement until the
Share Exchange Completion) and UK ListCo (on and from the Share Exchange Completion
until the end of the Facility Period) (in each case) acting through one or more authorised
signatories to act on its behalf as its agent in relation to the Finance Documents and
irrevocably authorises:
(i)such Guarantor on its behalf to supply all information concerning itself
contemplated by this Agreement to the Finance Parties and to give all notices and
instructions (including, in the case of the Borrower, the Utilisation Request), to
make such agreements and to effect the relevant amendments, supplements and
variations capable of being given, made or effected by any Obligor notwithstanding
that they may affect the Obligor, without further reference to or the consent of that
Obligor; and
(ii)each Finance Party to give any notice, demand or other communication to that
Obligor pursuant to the Finance Documents to such Guarantor,
(iii)and in each case the Obligor shall be bound as though the Obligor itself had given the
notices and instructions (including, without limitation, the Utilisation Request) or executed
or made the agreements or effected the amendments, supplements or variations, or
received the relevant notice, demand or other communication.
(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement,
variation, notice or other communication given or made by the Obligors' Agent or given to
the Obligors' Agent under any Finance Document on behalf of another Obligor or in
connection with any Finance Document (whether or not known to any other Obligor and
whether occurring before or after such other Obligor became an Obligor under any Finance
Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly
made, given or concurred with it. In the event of any conflict between any notices or other
communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent
shall prevail.
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3Purpose
3.1Purpose
The Borrower shall apply all amounts borrowed under the Facility in accordance with this clause
3.
3.2Existing Indebtedness
The Total Commitments shall be made available solely for the purpose of assisting the Borrower
to refinance the Existing Indebtedness provided that if the Total Commitments exceed the
amount required to discharge the Existing Indebtedness, then the Borrower may use any such
surplus for the purpose of financing the Ship.
3.3Monitoring
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant
to this Agreement.
4Conditions of Utilisation
4.1Initial conditions precedent
The Borrower (or the Obligors’ Agent on its behalf) may not deliver the Utilisation Request
unless the Agent, or its duly authorised representative, has received all of the documents and
other evidence listed in Part 1 (Initial conditions precedent) of Schedule 3 (Conditions
precedent) in form and substance satisfactory to the Agent.
4.2Conditions precedent before Utilisation
The Commitments may only be borrowed under this Agreement if the Agent, or its duly
authorised representative, has received all of the documents and evidence listed in Part 2 of
Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent (acting
reasonably).
4.3Further conditions precedent
The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) if:
(a)on the date of the Utilisation Request and on the proposed Utilisation Date, no Default is
continuing or would result from the proposed Utilisation;
(b)on the date of the Utilisation Request and on the proposed Utilisation Date, all of the
representations set out in clause 20 (Representations) (except the Ship Representations
and the representations set out in clauses 20.14 (No filing or stamp taxes) to 20.17 (Other
Tax matters) and clause 20.28 (No adverse consequences)) are true in all material
respects;
(c)on the date of the Utilisation Request and on the proposed Utilisation Date, no events,
facts, conditions or circumstances shall exist or have arisen or occurred (and neither the
Agent nor any Lender shall have become aware of other events, facts, conditions or
circumstances not previously known to it), which the Agent (acting on the instructions of the
Majority Lenders) shall determine, have had or could reasonably be expected to have, a
Material Adverse Effect; and
(d)where the proposed Utilisation Date is to be the first day of the Mortgage Period, the Ship
Representations are true on the proposed Utilisation Date.
4.4Conditions subsequent
The Borrower shall, as soon as practicable after the Utilisation Date and in any event within the
time period stated in Part 3 of Schedule 3 (Conditions precedent), deliver to the Agent all of the
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documents and evidence listed in Part 3 of Schedule 3 (Conditions precedent), in form and
substance satisfactory to the Agent.
4.5Waiver of conditions precedent
The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may
be waived on their behalf in whole or in part and with or without conditions by the Agent acting
on the instructions of the Majority Lenders.
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Section 3 -  Utilisation
5Utilisation
5.1Delivery of the Utilisation Request
The Borrower (or the Obligors’ Agent on its behalf) may utilise the Facility by delivery to the
Agent of a duly completed Utilisation Request not later than 10:00 a.m. (Oslo time) five
Business Days before the proposed Utilisation Date (or such later date before the proposed
Utilisation Date as may be approved by all the Lenders).
5.2Completion of the Utilisation Request
(a)The Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:
(i)the proposed Utilisation Date is a Business Day falling not later than the Last
Availability Date;
(ii)the currency and amount of the Utilisation comply with clause 5.3 (Currency and
amount);
(iii)the proposed Interest Period complies with clause 11 (Interest Periods); and
(iv)it identifies the purpose for the Utilisation and that purpose complies with clause 3
(Purpose).
(b)Only one Utilisation Request may be submitted and the Total Commitments may only be
borrowed in one Loan in a single amount.
5.3Currency and amount
(a)The currency specified in the Utilisation Request must be euro.
(b)The total amount available and advanced under the Facility shall not exceed the lower of:
(i)the Total Commitments; and
(ii)the amount in euro which is 65% of the market value of the Ship as shown by the
valuation made pursuant to Part 2 (Conditions precedent before Utilisation) of
Schedule 3 (Conditions precedent).
5.4Lenders' participation
(a)If the conditions set out in this Agreement have been met, each Lender shall make its
participation in the Loan available by 11:00 am (CET time) on the relevant Utilisation Date
through its Facility Office.
(b)The amount of each Lender's participation in the Loan will be equal to the proportion borne
by its Commitment to the Total Commitments immediately prior to making the Loan.
(c)The Agent shall promptly notify each Lender of the amount of the Loan and the amount of
its participation in the Loan, in each case by 11:00 a.m. (CET time) on the date falling two
Business Days before the relevant Quotation Day.
(d)The Agent shall pay all amounts received by it in respect of the Loan (and its own
participation in it, if any) to the Borrower or DNB Bank ASA as lender or agent under the
Existing Facilities Agreement, in each case in accordance with the instructions contained in
the Utilisation Request.
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6Ancillary Facilities
6.1Type of Facility
(a)An Ancillary Facility may be by way of a guarantee, bonding, documentary or stand-by
letter of credit facility, in connection with the business of the Group and which is agreed by
Guarantor A or Guarantor C (as applicable) with an Ancillary Lender.
(b)The Lenders shall have the right of first refusal to enter into any a guarantee, bonding,
documentary or stand-by letter of credit facility (through Ancillary Facilities) for which any
Group Member is considering to enter into such facility for the purpose of procuring the
issuance of guarantees, bonds, letters of credit in relation to the trading of the Ship and/or
otherwise in connection with this Facility.
6.2Availability
(a)An Ancillary Facility shall not be made available unless, not later than five Business Days
prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received
from the Borrower (or the Obligors’ Agent on its behalf):
(i)a notice in writing of the establishment of an Ancillary Facility and specifying that:
(A)the Borrower will be the obligor that may use the Ancillary Facility;
(B)the proposed Ancillary Commencement Date and expiry date of the Ancillary
Facility;
(C)the proposed Ancillary Lender (being a Lender);
(D)the proposed Ancillary Commitment and the maximum amount of the
Ancillary Facility; and
(E)the proposed currency of the Ancillary Facility (if not denominated in euro);
and
(ii)any other information which the Agent may reasonably request in connection with
the Ancillary Facility.
(b)The Agent shall promptly notify the Ancillary Lender and the other Lenders of the
establishment of an Ancillary Facility.
(c)Subject to compliance with paragraph (a) above:
(i)the Lender concerned will be the Ancillary Lender in respect of the relevant
Ancillary Facility; and
(ii)the Ancillary Facility will be available,
with effect from the date agreed by the Borrower and the Ancillary Lender.
6.3Terms of Ancillary Facilities
(a)Except as provided below, the terms of any Ancillary Facility will be those agreed by the
Ancillary Lender and the Borrower.
(b)Those terms:
(i)must be based upon normal commercial terms at that time (except as varied by this
Agreement);
(ii)may allow only the Borrower to use the Ancillary Facility;
(iii)may not allow the Ancillary Outstandings for that Ancillary Facility to exceed the
Ancillary Commitment for that Ancillary Facility;
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(iv)must require that the Ancillary Commitment for that Ancillary Facility is reduced to
zero, and that all Ancillary Outstandings for the same are repaid not later than the
Final Repayment Date (or such earlier date as the Commitment of the relevant
Ancillary Lender (or its Affiliate) is reduced to zero).
(c)If there is any inconsistency between any term of an Ancillary Facility and any term of this
Agreement, this Agreement shall prevail except for:
(i)clause 47.3 (Day count convention) which shall not prevail for the purposes of
calculating fees, interest or commission relating to an Ancillary Facility;
(ii)an Ancillary Facility comprising more than one account where the terms of the
Ancillary Documents shall prevail; and
(iii)where the relevant term of this Agreement would be contrary to, or inconsistent
with, the law governing the relevant Ancillary Document, in which case that term of
this Agreement shall not prevail.
(d)Interest, commission and fees on Ancillary Facilities are dealt with in clause 13.4 (Interest,
commission and fees on Ancillary Facilities).
6.4Repayment of Ancillary Facility
(a)An Ancillary Facility shall cease to be available on the Final Repayment Date or such
earlier date on which its expiry date occurs or on which it is cancelled in accordance with
the terms of this Agreement.
(b)If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the
Ancillary Lender shall be reduced to zero and all Ancillary Outstandings shall be repaid in
full.
(c)No Ancillary Lender may demand repayment or prepayment of the Ancillary Outstandings
of the relevant Ancillary Facility prior to the expiry date of the relevant Ancillary Facility
unless:
(i)the Total Commitments have been cancelled in full or the outstanding Loan under
the Facility has become due and payable in accordance with the terms of this
Agreement; or
(ii)it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform
any of its obligations as contemplated by this Agreement or to fund, issue or
maintain its participation in its Ancillary Facility.
6.5Limitation on Ancillary Outstandings
The Borrower shall procure the Ancillary Outstandings under any Ancillary Facility shall not
exceed the Ancillary Commitment applicable to that Ancillary Facility.
6.6Information
The Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the
Agent with any information relating to the operation of an Ancillary Facility (including the relevant
Ancillary Outstandings) as the Agent may reasonably request from time to time. The Borrower
consents to all such information being released to the Agent and the other Finance Parties.
6.7Amendments and Waivers – Ancillary Facilities
No amendment or waiver of a term of any Ancillary Facility shall require the consent of any
Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself
relates to or gives rise to a matter which would require an amendment of or under this
Agreement (including, for the avoidance of doubt, under this clause 6). In such a case,
clause 50 (Amendments and waivers) will apply.
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Section 4 -  Repayment, Prepayment and Cancellation
7Repayment
7.1Repayment
(a)The Borrower shall, on each Repayment Date, repay such part of the Loan as is required to
be repaid on that Repayment Date by clause 7.2 (Scheduled repayment of Facility).
(b)The Borrower may not reborrow any part of the Facility which has been repaid.
7.2Scheduled repayment of Facility
(a)To the extent not previously reduced, the Loan shall be repaid by instalments on each
Repayment Date and each such instalment to be in the amount specified in Schedule 6
(Original Schedule of Repayment Amounts) (as revised by clause 7.3 (Adjustment of
scheduled repayments)).
(b)The final instalment of the Loan comprises two parts, a repayment instalment in the amount
of €3,289,473.40 and a balloon instalment in the amount of €59,210,526.30 (the Balloon
Instalment).
(c)On the Final Repayment Date (without prejudice to any other provision of this Agreement)
the Total Commitments shall be reduced to zero and the Loan shall be repaid in full.
(d)If, on the Utilisation Date, the Loan is less than the Total Commitments, the Agent shall
prepare a Replacement Schedule of Repayment Amounts as soon as possible, however no
later than ten (10) Business Days following the Utilisation Date reflecting the actual amount
of the Loan and such Replacement Schedule of Repayment Amounts shall (in the absence
of manifest error) replace the Original Schedule of Repayment Amounts and shall be the
Schedule of Repayment Amounts for the Loan for all purposes of this Agreement. The
Agent shall notify all other Parties of such recalculation and provide to them a copy of the
Replacement Schedule of Repayment Amounts.
(e)The Borrower shall sign one copy of the relevant Schedule of Repayment Amounts referred
to in paragraph (a) or, as the case may be, (d), above and deliver it to the Agent on or prior
to the date falling 15 Business Days following the Utilisation Date. The Agent will sign such
Schedule of Repayment Amounts on behalf of the relevant Lenders.
7.3Adjustment of scheduled repayments
If the Total Commitments have been partially reduced under this Agreement and/or any part of
the Loan is prepaid (other than under clause 7.2 (Scheduled repayment of Facility)) before any
Repayment Date, then the amount of the instalments (including the Balloon Instalment) by which
the Loan shall be repaid under clause 7.2 (Scheduled repayment of Facility) on any such
Repayment Date (as reduced by any earlier operation of this clause 7.3) shall be reduced pro
rata to such reduction in the Total Commitments and/or prepayment of the Loan.
7.4Release
Following a full repayment of the Facility under clause 7.1 (Repayment), clause 8.4 (Voluntary
prepayment) or 8.8 clause (Sale or Total Loss) and further subject to:
(a)the concurrent prepayment by the Obligors of all the Ancillary Outstandings (as evidenced
to the Agent in a manner satisfactory to it by written confirmation of the relevant Ancillary
Lenders);
(b)the concurrent prepayment and/or settlement by the Obligors of all amounts under any
Hedging Contract and the closing out of all Hedging Transactions by the Obligors (as
evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant
Hedging Providers); and
(c)the Borrower repaying all other amounts owing pursuant to the Finance Documents,
41
then the Finance Parties agree to release the Mortgage and the other security on or in respect
of the Ship pursuant to a deed of release in such form acceptable to the Majority Lenders, after
such repayment and at the cost and expense of the Borrower, provided that no Event of
Default exists at the time of or would result from such release. 
8Illegality, prepayment and cancellation
8.1Illegality
If, in any applicable jurisdiction, it becomes unlawful or contrary to Sanctions for a Lender to
perform any of its obligations as contemplated by this Agreement or any of the other Finance
Documents, or for any Lender to fund or maintain its participation in the Loan or it becomes
unlawful or contrary to Sanctions for any Affiliate of a Lender for that Lender to do so:
(a)that Lender shall promptly notify the Agent upon becoming aware of that event;
(b)upon the Agent notifying the Borrower, the Available Commitment of that Lender will be
immediately cancelled and the Total Commitments shall be reduced correspondingly; and
(c)to the extent that the Lender’s participation has not been assigned pursuant to clause 8.7
(Replacement of Lender), the Borrower shall repay that Lender’s participation in the Loan
on the last day of the Interest Period occurring after the Agent has notified the Borrower or,
if earlier, the date specified by the Lender in the notice delivered to the Agent (being no
earlier than the last day of any applicable grace period permitted by law) and that Lender’s
corresponding Commitment shall be immediately cancelled in the amount of the
participation repaid.
8.2Change of control
(a)The Borrower (or the Obligors’ Agent on its behalf) shall promptly notify the Agent upon any
Obligor becoming aware of a Change of Control occurring.
(b)If a Change of Control occurs (without the consent of all the Lenders):
(i)a Lender shall not be obliged to fund the Loan; and
(ii)unless all the Lenders provide their consent to such Change of Control within 90
Business Days of the Borrower (or the Obligors’ Agent on its behalf) notifying the
Agent of the Change of Control, the Agent shall, at any time after the end of such
90 Business Day period and by not less than 45 prior days’ notice to the Borrower,
cancel all the Commitments and declare the Loan together with accrued interest,
fees and all other sums payable under this Agreement and any other Finance
Document under or in connection with the Loan immediately due and payable and
the Loan together with accrued interest, fees and all other sums payable under this
Agreement and any other Finance Document under or in connection with the Loan
shall be immediately due and payable at the end of such 45 day notice period.
8.3Voluntary cancellation
The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period
as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a
minimum amount of €1,000,000 and a multiple of €100,000) of the Total Commitments which is
undrawn at the proposed date of cancellation. Upon any such cancellation, the Total
Commitments shall be reduced by the same amount.
8.4Voluntary prepayment
The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period
as the Majority Lenders may agree) prior written notice, prepay the whole or any part of the
Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount
of €1,000,000 and a multiple of €100,000), on the last day of an Interest Period in respect of the
amount to be prepaid (or any other date subject to payment of any Break Costs).
42
8.5Right of cancellation and prepayment in relation to a single Lender
(a)If:
(i)any sum payable to any Lender by an Obligor is required to be increased under
clause 14.2 (Tax gross-up); or
(ii)any Lender claims indemnification from the Borrower under clause 14.3 (Tax
indemnity) or clause 15.1 (Increased costs),
the Borrower may, whilst the circumstance giving rise to the requirement for that increase
or indemnification continues, give the Agent notice of cancellation of the Commitment of
that Lender and their intention to procure the repayment of that Lender’s participation in
the Loan.
(b)On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that
Lender shall immediately be reduced to zero and the Total Commitments shall be reduced
correspondingly. The Agent shall as soon as practicable after receipt of a notice referred to
in clause 8.5(a) above, notify all the Lenders.
(c)On the last day of each Interest Period which ends after the Borrower has given notice
under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the
Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan
together with all interest and other amounts accrued under the Finance Documents which
is then owing to it and that Lender’s corresponding Commitment shall be immediately
cancelled in the amount of the participations repaid.
8.6Right of cancellation in relation to a Defaulting Lender
(a)If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the
Lender continues to be a Defaulting Lender give the Agent 10 Business Days’ notice of
cancellation of the Available Commitment of that Lender.
(b)On such notice becoming effective, the Available Commitment of the Defaulting Lender
shall immediately be reduced to zero and the Total Commitments shall be reduced
correspondingly and the Agent shall as soon as practicable after receipt of such notice,
notify all the Lenders.
8.7Replacement of Lender
(a)If:
(i)any Lender becomes a Non-Consenting Lender (as defined in paragraph (d)
below); or
(ii)the Borrower becomes obliged to repay any amount in accordance with clause 8.1
(Illegality) to any Lender; or
(iii)any of the circumstances set out in paragraph (a) of clause 8.5 (Right of
cancellation and prepayment in relation to a single Lender) apply to a Lender,
the Borrower may, on 10 Business Days’ prior notice to the Agent and that Lender,
replace such Lender by requiring such Lender to assign (and, to the extent permitted by
law, such Lender shall assign) pursuant to clause 34 (Changes to the Lenders) all (and
not part only) of its rights under this Agreement (and any Security Document to which
such Lender is a party in its capacity as a Lender) to an Eligible Institution (a
Replacement Lender) which confirms its willingness to assume and does assume all the
obligations of the assigning Lender in accordance with clause 34 (Changes to the
Lenders) for a purchase price in cash payable at the time of the assignment in an amount
equal to the aggregate of:
(A)the outstanding principal amount of such Lender’s participation in the Loan;
(B)all accrued interest owing to such Lender;
43
(C)the Break Costs which would have been payable to such Lender pursuant to
clause 12.6 (Break Costs) had the Borrower prepaid in full that Lender’s
participation in the Loan on the date of the assignment; and
(D)all other amounts payable to that Lender under the Finance Documents on
the date of the assignment.
(b)The replacement of a Lender pursuant to this clause 8.7 shall be subject to the following
conditions:
(i)the Borrower shall have no right to replace the Agent or the Security Agent;
(ii)neither the Agent nor any Lender shall have any obligation to find a Replacement
Lender;
(iii)in the event of a replacement of a Non-Consenting Lender such replacement must
take place no later than 30 Business Days after the date on which that Lender is
deemed a Non-Consenting Lender;
(iv)in no event shall the Lender replaced under this clause 8.7 be required to pay or
surrender any of the fees received by such Lender pursuant to the Finance
Documents;
(v)the Lender shall only be obliged to assign its rights pursuant to paragraph (a)
above once each of such Lender and the Agent are satisfied that each has
complied with all necessary “know your customer” or other similar checks under all
applicable laws and regulations in relation to that assignment; and
(vi)the Borrower shall procure that if the Lender replaced is also a Hedging Provider,
no such replacement will take place unless the replaced Lender uses reasonable
endeavours to procure that the Replacement Lender at the same time enters into
an agreement with that Hedging Provider (who is also the replaced Lender)
pursuant to which that Hedging Provider, at the same time as the replacement of
the relevant Lender becomes effective, assigns and transfers to such Replacement
Lender (in its capacity as Hedging Provider) all of its rights and obligations under all
Hedging Contracts and the Hedging Master Agreement to which it is a party,
pursuant to the provisions of paragraph (b) of clause 34.2 (Borrower consultation;
Hedging Providers).
(c)Each of the Lender and the Agent shall perform the checks described in paragraph (b)(v)
above as soon as reasonably practicable following delivery of a notice referred to in
paragraph (a) above and the relevant Lender shall notify the Agent when it is satisfied (and
the Agent shall notify the Borrower when each of that Lender and the Agent is satisfied)
that it has complied with those checks.
(d)In the event that:
(i)the Borrower or the Agent (at the request of the Borrower) has requested the
Lenders to give a consent in relation to, or to agree to a waiver or amendment of,
any provisions of the Finance Documents;
(ii)the consent, waiver or amendment in question requires the approval of all the
Lenders;
(iii)all information requested by the Lenders has been provided by the Borrower to the
Lenders to enable them to assess the consent, waiver or amendment in question;
and
(iv)the Majority Lenders have consented or agreed to such waiver or amendment,
then any Lender who does not and continues not to consent or agree to such waiver or
amendment shall, after being provided reasonably sufficient time to consider and process
the consent, waiver or amendment in question (and in any event, not less than 10
Business Days from the date on which paragraph (iii) above has been complied with) be
deemed a Non-Consenting Lender.
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8.8Sale or Total Loss
On the Disposal Repayment Date:
(a)the Total Commitments shall be reduced to zero; and
(b)the Borrower shall prepay the Loan in full.
8.9Automatic cancellation
The unutilised Commitment (if any) of each Lender in relation to the Loan shall be automatically
cancelled at close of business in Oslo on the Last Availability Date.
8.10Mandatory prepayment – Environmental and Social Incidents and Claims
If a Corrective Action Plan is requested pursuant to clause 23.12 (Environmental and social
matters), and:
(a)such Corrective Action Plan is not provided to the satisfaction of the Agent and the Lenders
within sixty (60) days after (i) the occurrence of the relevant Environmental Incident,
Environmental Claim, Social Incident, Social Claim or IMO Code Claim, or, if earlier, (ii) the
Borrower becoming aware of such Environmental Incident, Environmental Claim, Social
Incident, Social Claim or IMO Code Claim, or (iii) such later date as may be agreed
between the Parties; or
(b)the requirements and deadlines as set out in the Corrective Action Plan are not diligently
and timely pursued in the reasonable opinion of the Agent and the Lenders,
the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower, with
effect from a date specified in that notice which is at least thirty (30) days after the giving of the
notice, cancel the Available Commitments and declare the Loan, together with accrued interest,
and all other amounts accrued or outstanding under the Finance Documents, immediately due
and payable on such date, whereupon with effect from such date each of the Available
Commitments will be immediately cancelled, the Facility shall immediately cease to be available
for further utilisation and the Loan and all such accrued interest and other amounts shall become
immediately due and payable on such date.
9Restrictions
9.1Notices of cancellation and prepayment
Any notice of cancellation or prepayment given by any Party under clause 8 (Illegality,
prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in
this Agreement, shall specify the date or dates upon which the relevant cancellation or
prepayment is to be made and the amount of that cancellation or prepayment.
9.2Interest and other amounts
Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.
9.3Reborrowing
The Borrower may not re-borrow any part of the Facility which is prepaid or repaid.
45
9.4Prepayment in accordance with Agreement
The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the
Commitments except at the times and in the manner expressly provided for in this Agreement.
9.5No reinstatement of Commitments
No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.
9.6Agent’s receipt of notices
If the Agent receives a notice under clause 8 it shall promptly forward a copy of that notice to
either the Borrower or the affected Lender, as appropriate.
9.7Effect of repayment and prepayment on Commitments
If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that
Lender’s Commitment equal to the amount of the participation which is repaid or prepaid will be
deemed to be cancelled on the date of repayment or prepayment.
9.8Application of cancellations
If the Total Commitments are partially reduced and/or the Loan is partially prepaid under this
Agreement (other than under clause 8.1 (Illegality), clause 8.5 (Right of cancellation and
prepayment in relation to a single Lender) and clause 8.6 (Right of cancellation in relation to a
Defaulting Lender)), the Commitments of the Lenders shall be reduced rateably.
9.9Application of prepayments
(a)Any prepayment required as a result of a cancellation in full of an individual Lender’s
Commitment under clause 8.1 (Illegality) or clause 8.5 (Right of cancellation and
prepayment in relation to a single Lender) shall be applied in prepaying the relevant
Lender’s participation in the Loan.
(b)Any other partial prepayment of the Loan shall be applied pro rata to the participation of all
the Lenders in the relevant Loan.
9.10Reduction in hedging exposure on prepayment
Any prepayment under this Agreement shall be made together with payment to any Hedging
Provider of any amount falling due to the relevant Hedging Provider under a Hedging Contract
as a result of the termination or close out of that Hedging Contract or any Hedging Transaction,
in full or in part, under it in accordance with clause 31.3 (Unwinding of Hedging Contracts) in
relation to that prepayment.
9.11Removal of Finance Parties from security
Upon cancellation and prepayment in full of an individual Lender’s Commitment under clause
8.1 (Illegality) or clause 8.5 (Right of cancellation and prepayment in relation to a single Lender):
(a)that Lender and the other Parties must promptly take (and the Borrower shall ensure that
any other relevant Obligor promptly takes) whatever action the Agent may, in its reasonable
opinion, deem necessary or desirable for the purpose of removing that Lender as a party to
and beneficiary of any Security Documents granted in favour of (among others) the
Lenders; and
(b)if that Lender is also a Hedging Provider, following the corresponding prepayment and/or
settlement in full of the amounts outstanding under any Hedging Contract entered into with
that Hedging Provider and the termination and close out of all Hedging Transactions with
that Hedging Provider by the Borrower (if applicable) pursuant to clause 33.4(b) (Close out
of Hedging Contracts), that Hedging Provider and the other Parties must promptly take
46
(and the Borrower shall ensure that any other relevant Obligor promptly takes) whatever
action the Agent may, in its reasonable opinion, deem necessary or desirable for the
purpose of removing that Hedging Provider as a party to and beneficiary of any Security
Documents granted in favour of (among others) the Hedging Providers.
47
Section 5 -  Costs of Utilisation
10Interest
10.1Calculation of interest
The rate of interest on the Loan (or any relevant part of it for which there is a separate Interest
Period) for each Interest Period for the Loan is the percentage rate per annum which is the
aggregate of:
(a)the applicable Margin; and
(b)EURIBOR for the relevant Interest Period.
10.2Green Loan Margin Adjustment
(a)Subject to clause 23.14 (Declassification Event) and the other paragraphs of this
clause 10.2, following the receipt by the Agent of a Pre-Utilisation Green Loan Compliance
Certificate under paragraph (b) below and each Green Loan Compliance Certificate in
accordance with clause 21.14 (Green Loan Compliance Certificate and Green Loan
Report), the Margin applicable to the Loan shall be re-determined as follows (the Green
Loan Margin Adjustment):
(i)if pursuant to the Green Loan Compliance Certificate the Borrower is in compliance
with the Green Asset Criteria, the applicable Margin shall be as set out in
paragraph (a) of the definition of Margin in clause 1.1 (Definitions); or
(ii)if pursuant to the Green Loan Compliance Certificate the Borrower is not in
compliance with the Green Asset Criteria, the applicable Margin shall increase by
zero point ten per cent. (0.10%) per annum.
(b)On or before the date of this Agreement, the Borrower shall deliver a Pre-Utilisation Green
Loan Compliance Certificate and any Green Loan Margin Adjustment shall take effect:
(i)for the purposes of calculating the Margin for the Loan, from the first day of the next
Interest Period for the Loan until the earlier of (A) the end of the Interest Period for
the Loan immediately following a Declassification Event and, where applicable, (B)
the date when the first Green Loan Margin Adjustment is to be made in respect of
the Loan due to the submission of a Green Loan Compliance Certificate under
clause 21.14 (Green Loan Compliance Certificate and Green Loan Report); and
(ii)for the purposes of calculating the commitment fee pursuant to clause 13.1
(Commitment fee) for the Loan, from the date of its submission until the earlier of
(A) the next due date of commitment fee for the Loan following a Declassification
Event and (B) the date when the first Green Loan Margin Adjustment is to be made
due to the submission of a Green Loan Compliance Certificate under clause 21.14
(Green Loan Compliance Certificate and Green Loan Report).
(c)Where a Green Loan Compliance Certificate (other than a Pre-Utilisation Green Loan
Compliance Certificate) is received in respect of a financial year (a Relevant Year), any
Green Loan Margin Adjustment in respect of the Margin for the Loan shall take effect on the
first day of the next Interest Period for the Loan which falls within the next financial year
after the Relevant Year and shall apply until the end of the Interest Period immediately
following the earlier of (i) a Declassification Event and (ii) another Green Loan Margin
Adjustment pursuant to this clause 10.2.
(d)Excluding any Pre-Utilisation Green Loan Compliance Certificate, only one Green Loan
Compliance Certificate may be delivered in respect of each financial year.
(e)If a revised Green Loan Compliance Certificate is received by the Agent pursuant to clause
21.15 (Green Loan Compliance Certificate Inaccuracy), any Green Loan Margin
Adjustment which was applied to the Margin for the Loan during a financial year shall:
(i)be recalculated in accordance with the revised Green Loan Compliance Certificate;
and
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(ii)take effect on the first day of the next Interest Period for the Loan which falls within
the same financial year and shall apply until the end of the Interest Period for the
Loan immediately following the earlier of (i) a Declassification Event and (ii) another
Green Loan Margin Adjustment pursuant to this clause 10.2; save that where the
relevant Green Loan Compliance Certificate Inaccuracy relates to a Pre-Utilisation
Green Loan Compliance Certificate, such recalculation shall take effect:
(A)for the purposes of calculating the Margin for the Loan, from the first day of
the next Interest Period for the Loan, until the earlier of (A) the end of the
Interest Period immediately following a Declassification Event and (B) the
date when the first Green Loan Margin Adjustment is to be made in respect
of the Loan due to the submission of a Green Loan Compliance Certificate
under 21.14 (Green Loan Compliance Certificate and Green Loan Report);
and
(B)for the purposes of calculating the commitment fee pursuant to clause 13.1
(Commitment fee) for the Loan, from the first day falling after the next due
date of commitment fee under such clause 13.1 (Commitment fee) following
its submission, until the earlier of (A) the next due date of commitment fee for
the Loan following a Declassification Event and (B) the date when the first
Green Loan Margin Adjustment is to be made due to the submission of a
Green Loan Compliance Certificate under clause 21.14 (Green Loan
Compliance Certificate and Green Loan Report).
(f)If a revised Green Loan Compliance Certificate received by the Agent pursuant to clause
21.15 (Green Loan Compliance Certificate Inaccuracy) shows that a higher Margin or
commitment fee pursuant to clause 13.1 (Commitment fee) should have applied during a
certain period, then the Borrower shall promptly pay to the Agent any amounts necessary
to put the Agent and the Lenders in the position they would have been had the appropriate
rate of the Margin and commitment fee applied during that period.
10.3Payment of interest
The Borrower shall pay accrued interest on the Loan (or any relevant part of it) on the last day of
each Interest Period for the Loan (or the relevant part of it) (and, if an Interest Period is longer
than 3 Months, on the dates falling at 3 Monthly intervals after the first day of that Interest
Period).
10.4Default interest
(a)If an Obligor fails to pay any amount payable by it under a Finance Document (other than a
Hedging Contract) to a Finance Party on its due date, interest shall accrue on the overdue
amount from the due date up to the date of actual payment (both before and after
judgment) at a rate which, subject to paragraph (c) below, is two per cent. (2%) per annum
higher than the rate which would have been payable if the overdue amount had, during the
period of non-payment, constituted the Loan for successive Interest Periods, each of a
duration selected by the Agent (acting reasonably).
(b)Any interest accruing under this clause 10.4 shall be immediately payable by the Obligor on
demand by the Agent.
(c)If any overdue amount consists of all or part of the Loan (or any relevant part of it) which
became due on a day which was not the last day of an Interest Period relating to the Loan
or the relevant part of it:
(i)the first Interest Period for that overdue amount shall have a duration equal to the
unexpired portion of the current Interest Period relating to the Loan or the relevant
part of it; and
(ii)the rate of interest applying to the overdue amount during that first Interest Period
shall be two per cent. (2%) per annum higher than the rate which would have
applied if the overdue amount had not become due.
(d)Default interest payable under this clause 10.4 (if unpaid) arising on an overdue amount
will be compounded with the overdue amount at the end of each Interest Period applicable
to that overdue amount but will remain immediately due and payable.
49
10.5Notification of rates of interest
(a)The Agent shall promptly notify the Lenders and the Borrower (or the Obligors’ Agent on its
behalf) of the determination of a rate of interest under this Agreement.
(b)The Agent shall promptly notify the Borrower (or the Obligors’ Agent on its behalf) of each
Funding Rate relating to the Loan (or any relevant part of it).
11Interest Periods
11.1Selection of Interest Periods
(a)The Borrower (or the Obligors’ Agent on its behalf) may select an Interest Period in the
Utilisation Request and (after the Loan has been borrowed) may select an Interest Period
for the Loan in a Selection Notice.
(b)Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower
(or the Obligors’ Agent on its behalf) not later than 11:00 a.m. four Business Days before
the last day of the then current Interest Period for the Loan.
(c)If the Borrower (or the Obligors’ Agent on its behalf) fails to deliver a Selection Notice to the
Agent in accordance with the above paragraph, the relevant Interest Period will, subject to
clause 11.2 (Interest Periods overrunning Repayment Dates), be 3 Month(s).
(d)Subject to this clause 11.1, the Borrower (or the Obligors’ Agent on its behalf) may select
an Interest Period of three Months or any other period agreed between the Borrower (or the
Obligors’ Agent on its behalf), the Agent and all the Lenders.
(e)No Interest Period shall extend beyond the Final Repayment Date.
(f)The first Interest Period for the Loan shall start on the Utilisation Date and end on the First
Repayment Date, and each subsequent Interest Period shall start on the last day of its
preceding Interest Period.
11.2Interest Periods overrunning Repayment Dates
Subject to the agreement of the Agent and all the Lenders, if the Borrower selects an Interest
Period for the Loan which would overrun any later Repayment Date, the Loan shall be divided
into parts corresponding to the amounts by which the Loan is scheduled to be repaid under
clause 7.2 (Scheduled repayment of Facility) on each of the Repayment Dates falling during
such Interest Period (each of which shall have a separate Interest Period ending on the relevant
Repayment Date) and to the balance of the Loan (which shall have the Interest Period selected
by the Borrower).
11.3Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if there is one) or the
preceding Business Day (if there is not).
12Changes to the calculation of interest
12.1Unavailability of Screen Rate
(a)Interpolated Screen Rate: If no Screen Rate is available for EURIBOR for an Interest
Period, EURIBOR shall be the Interpolated Screen Rate for a period equal in length to that
Interest Period.
(b)Reference Bank Rate: If no Screen Rate is available for EURIBOR for:
(i)euro; or
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(ii)the relevant Interest Period and it is not possible to calculate the Interpolated
Screen Rate,
EURIBOR shall be the Reference Bank Rate as of 11.30 a.m. (Brussels time) on the
relevant Quotation Day and for a period equal in length to the relevant Interest Period.
(c)Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for
euro or the relevant Interest Period, there shall be no EURIBOR for that Interest Period and
clause 12.4 (Cost of funds) shall apply for that Interest Period.
12.2Calculation of Reference Bank Rate
(a)Subject to paragraph (b) below, if EURIBOR for an Interest Period is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a quotation by
11.30 a.m. (Brussels time) on the relevant Quotation Day, the Reference Bank Rate shall
be calculated on the basis of the quotations of the remaining Reference Banks.
(b)If at or about 11.30 a.m. (Brussels time) on the relevant Quotation Day none or only one of
the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for that
Interest Period.
12.3Market disruption
If before close of business in London on the Quotation Day for an Interest Period for the Loan
(or any part of it) either (i) EURIBOR is unavailable or (ii) the Agent receives notifications from a
Lender or Lenders (whose aggregate participations in the Loan exceed fifty per cent. (50%) of
the Loan) that the cost to it of funding its participation in the Loan or relevant part of it from
whatever source it may reasonably select would be in excess of EURIBOR then clause 12.4
(Cost of funds) shall apply to the Loan or relevant part of it for the relevant Interest Period.
12.4Cost of funds
(a)If this clause 12.4 applies, the rate of interest on each Lender’s share of the Loan or
relevant part of it for the Interest Period shall be the percentage rate per annum which is
the sum of:
(i)the applicable Margin;
(ii)the rate notified to the Agent by that Lender as soon as practicable and in any
event within ten Business Days of the first day of that Interest Period (or, if earlier,
on the date falling ten Business Days before the date on which interest is due to be
paid in respect of that Interest Period), to be that which expresses as a percentage
rate per annum its cost of funds relating to its participation in the Loan.
(b)If this clause 12.4 applies and the Agent or the Borrower so require, the Agent and the
Borrower shall enter into negotiations (for a period of not more than thirty days) with a view
to agreeing a substitute basis for determining the rate of interest.
(c)Any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the
prior consent of all the Lenders and the Borrower, be binding on all Parties.
(d)If this clause 12.4 applies pursuant to clause 12.3 (Market disruption) and:
(i)a Lender’s Funding Rate is less than EURIBOR; or
(ii)a Lender does not supply a quotation by the time specified in paragraph (a)(ii)
above,
the cost to that Lender of funding its participation in the Loan or relevant part of it for that
Interest Period shall be deemed, for the purposes of paragraph (a) above, to be EURIBOR.
(e)If this clause 12.4 applies pursuant to clause 12.1 (Unavailability of Screen Rate) but any
Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate
of interest shall be calculated on the basis of the quotations of the remaining Lenders.
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12.5Notification to Borrower
If clause 12.4 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the
Borrower (or the Obligors’ Agent on its behalf).
12.6Break Costs
(a)The Borrower shall, within three Business Days of demand by a Finance Party, pay to that
Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum
being paid by the Borrower on a day other than the last day of an Interest Period for the
Loan (or any relevant part of it) or Unpaid Sum.
(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide
a certificate to the Borrower and the Agent confirming the amount of its Break Costs for any
Interest Period in which they accrue.
13Fees
13.1Commitment fee
(a)The Borrower shall pay to the Agent (for the account of each Lender other than DNB Bank
ASA as Lender) a fee in euro computed at the rate per annum equal to 35% of the Margin
applicable to the Loan (taking into account any Green Loan Margin Adjustment), on that
Lender’s Available Commitment in respect of the Loan, calculated on a daily basis from the
date of this Agreement (the Start Date).
(b)The Borrower shall pay the accrued commitment fee on the last day of the period of three
Months commencing on the Start Date, on the last day of each successive period of three
Months thereafter until the earlier of the Last Availability Date and the Utilisation Date, on
the earlier of such dates and, if cancelled in full, on the cancelled amount of the relevant
Lender’s Available Commitment at the time the cancellation is effective.
(c)No commitment fee is payable to the Agent (for the account of a Lender) on any undrawn
Commitment of that Lender for any day on which that Lender is a Defaulting Lender.
13.2Mandated lead arranger fee
The Borrower shall pay to the Arrangers a mandated lead arranger fee in the amount and at the
times agreed in a Fee Letter.
13.3Agency fee
The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at
the times agreed in a Fee Letter.
13.4Interest, commission and fees on Ancillary Facilities
The rate and time of payment of interest, commission, fees and any other remuneration in
respect of each Ancillary Facility shall be determined by agreement between the relevant
Ancillary Lender and the Borrower as borrower of that Ancillary Facility based upon normal
market rates and terms.
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Section 6 -  Additional Payment Obligations
14Tax gross-up and indemnities
14.1Definitions
In this Agreement:
Borrower DTTP Filing means an HM Revenue & Customs’ Form DTTP2 duly completed and
filed by the Borrower, which:
(a)where it relates to a Treaty Lender that is an Original Lender, contains the scheme
reference number and jurisdiction of tax residence stated opposite that Lender’s name in
Schedule 1 (The original parties), and is filed with HM Revenue & Customs within 30 days
of the date of this Agreement; or
(b)where it relates to a Treaty Lender that is not an Original Lender, contains the scheme
reference number and jurisdiction of tax residence stated in respect of that Lender in the
documentation which it executes on becoming a Party as a Lender and is filed with HM
Revenue & Customs within 30 days of that date.
Cancelled Certificate means any QPP Certificate in respect of which HM Revenue & Customs
has given a notification under regulation 7(4)(b) of the QPP Regulations so that such QPP
Certificate is a cancelled certificate for the purposes of the QPP Regulations.
Protected Party means a Finance Party or, in relation to clause 16.5 (Indemnity concerning
security) and clause 16.8 (Interest) insofar as it relates to interest on any amount demanded by
that Indemnified Person under clause 16.5 (Indemnity concerning security), any Indemnified
Person, which is or will be subject to any liability, or required to make any payment, for or on
account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes
of Tax to be received or receivable) under a Finance Document.
QPP Certificate means a creditor certificate for the purposes of the QPP Regulations, given, in
the case of an Original Lender, in the form set out in Schedule 12  (Form of QPP Certificate), or,
in the case of a New Lender, in the form set out in Schedule 2 of Schedule 8  (Form of Transfer
Certificate), as applicable.
QPP Lender means a Lender which has delivered a QPP Certificate to the Borrower, provided
that such QPP Certificate is not a Withdrawn Certificate or a Cancelled Certificate.
QPP Regulations means the Qualifying Private Placement Regulations 2015 (2015 No. 2002).
Qualifying Lender means:
(a)a Lender which is beneficially entitled to interest payable to that Lender in respect of an
advance under a Finance Document and is:
(i)a Lender:
(A)which is a bank (as defined for the purpose of section 879 of the ITA) making
an advance under a Finance Document and is within the charge to United
Kingdom corporation tax as respects any payments of interest made in
respect of that advance or would be within such charge as respects such
payments apart from section 18A of the CTA; or
(B)in respect of an advance made under a Finance Document by a person that
was a bank (as defined for the purpose of section 879 of the ITA) at the time
that that advance was made and within the charge to United Kingdom
corporation tax as respects any payments of interest made in respect of that
advance; or
(ii)a Lender which is:
53
(A)a company resident in the United Kingdom for United Kingdom tax purposes;
(B)a partnership each member of which is:
(1)a company so resident in the United Kingdom; or
(2)a company not so resident in the United Kingdom which carries on a
trade in the United Kingdom through a permanent establishment and
which brings into account in computing its chargeable profits (within
the meaning of section 19 of the CTA) the whole of any share of
interest payable in respect of that advance that falls to it by reason of
Part 17 of the CTA;
(C)a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings
into account interest payable in respect of that advance in computing the
chargeable profits (within the meaning of section 19 of the CTA) of that
company; or
(iii)a Treaty Lender; or
(iv)a QPP Lender; or
(b)a Lender which is a building society (as defined for the purposes of section 880 of the
ITA) making an advance under a Finance Document.
Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to
interest payable to that Lender in respect of an advance under a Finance Document is either:
(a)a company resident in the United Kingdom for United Kingdom tax purposes;
(b)a partnership each member of which is:
(i)a company so resident in the United Kingdom; or
(ii)a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account
in computing its chargeable profits (within the meaning of section 19 of the CTA)
the whole of any share of interest payable in respect of that advance that falls to it
by reason of Part 17 of the CTA; or
(c)a company not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account interest
payable in respect of that advance in computing the chargeable profits (within the
meaning of section 19 of the CTA) of that company.
Tax Credit means a credit against, relief or remission for, or repayment of any Tax.
Tax Deduction means a deduction or withholding for or on account of Tax from a payment
under a Finance Document (other than a Hedging Contract) other than a FATCA Deduction.
Tax Payment means either the increase in a payment made by an Obligor to a Finance Party
under clause 14.2 (Tax gross-up) or a payment under clause 14.3 (Tax indemnity).
Treaty Lender means a Lender which is not a QPP Lender and:
(a)is treated as a resident of a Treaty State for the purposes of the Treaty; and
(b)does not carry on a business in the United Kingdom through a permanent establishment
with which that Lender’s participation in the Loan is effectively connected.
Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the
United Kingdom which makes provision for full exemption from tax imposed by the United
Kingdom on interest.
54
UK Non-Bank Lender means a Lender which is not an Original Lender and which gives a Tax
Confirmation in the documentation which it executes on becoming a Party as a Lender.
Withdrawn Certificate means a withdrawn certificate for the purposes of the QPP Regulations.
Unless a contrary indication appears, in this clause 14, a reference to determines or
determined means a determination made in the absolute discretion of the person making the
determination.
14.2Tax gross-up
(a)Each Obligor shall make all payments to be made by it under any Finance Document
without any Tax Deduction, unless a Tax Deduction is required by law.
(b)The Borrower (or the Obligors’ Agent on its behalf) shall, promptly upon any of them
becoming aware that an Obligor must make a Tax Deduction (or that there is any change in
the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender
shall notify the Agent on becoming so aware in respect of a payment payable to that
Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and
that Obligor.
(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment
due from that Obligor under the relevant Finance Document shall be increased to an
amount which (after making any Tax Deduction) leaves an amount equal to the payment
which would have been due if no Tax Deduction had been required.
(d)A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction
on account of Tax imposed by the United Kingdom, if on the date on which the payment
falls due:
(i)the payment could have been made to the relevant Lender without a Tax Deduction
if the Lender had been a Qualifying Lender, but on that date that Lender is not or
has ceased to be a Qualifying Lender other than as a result of any change after the
date it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or Treaty or any published practice or
published concession of any relevant taxing authority; or
(ii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the
definition of Qualifying Lender and:
(A)an officer of H.M. Revenue & Customs has given (and not revoked) a
direction (a Direction) under section 931 of the ITA which relates to the
payment and that Lender has received from the Obligor making the payment
or from Guarantor A (up to the Share Exchange Completion) and UK ListCo
(on and from the Share Exchange Completion) a certified copy of that
Direction; and
(B)the payment could have been made to the Lender without any Tax Deduction
if that Direction had not been made; or
(iii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the
definition of “Qualifying Lender” and:
(A)the relevant Lender has not given a Tax Confirmation to the Borrower; and
(B)the payment could have been made to the Lender without any Tax Deduction
if the Lender had given a Tax Confirmation to the Borrower, on the basis that
the Tax Confirmation would have enabled the Borrower to have formed a
reasonable belief that the payment was an “excepted payment” for the
purpose of section 930 of the ITA; or
(iv)the relevant Lender is a Treaty Lender and the Obligor making the payment is able
to demonstrate that the payment could have been made to the Lender without the
Tax Deduction had that Lender complied with its obligations under paragraph (g) or
(h) (as applicable) below.
55
(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the time
allowed and in the minimum amount required by law.
(f)Within 30 days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for
the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance
Party that the Tax Deduction has been made or (as applicable) any appropriate payment
paid to the relevant taxing authority.
(g)
(i)Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a
payment to which that Treaty Lender is entitled shall co-operate in completing any
procedural formalities necessary for that Obligor to obtain authorisation to make
that payment without a Tax Deduction.
(ii)
(A)A Treaty Lender which is an Original Lender and that holds a passport under
the HMRC DT Treaty Passport scheme, and which wishes that scheme to
apply to this Agreement, shall confirm its scheme reference number and its
jurisdiction of tax residence opposite its name in Schedule 1 (The original
parties); and
(B)a Treaty Lender which is not an Original Lender and that holds a passport
under the HMRC DT Treaty Passport scheme, and which wishes that
scheme to apply to this Agreement, shall confirm its scheme reference
number and its jurisdiction of tax residence in the documentation which it
executes on becoming a Party as a Lender,
and, having done so, that Lender shall be under no obligation pursuant to
paragraph (i) above.
(h)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence
in accordance with paragraph (g)(ii) above and:
(i)the Borrower making a payment to that Lender has not made a Borrower DTTP
Filing in respect of that Lender; or
(ii)the Borrower making a payment to that Lender has made a Borrower DTTP Filing
in respect of that Lender but:
(A)the Borrower DTTP Filing has been rejected by HM Revenue & Customs;
(B)HM Revenue & Customs has not given the Borrower authority to make
payments to that Lender without a Tax Deduction within 60 days of the date
of a Borrower DTTP Filing; or
(C)HM Revenue & Customs has given the Borrower authority to make
payments to that Lender without a Tax Deduction but such authority has
subsequently been revoked or expired,
and in each case, the Borrower has notified that Lender in writing, that Lender and
the Borrower shall co-operate in completing any additional procedural formalities
necessary for that Borrower to obtain authorisation to make that payment without a
Tax Deduction.
(i)If a Lender has not confirmed its scheme reference number and jurisdiction of tax
residence in accordance with paragraph (g)(ii) above, no Obligor shall make a Borrower
DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in
respect of that Lender’s Commitment or its participation in the Loan unless the Lender
otherwise agrees.
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(j)The Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that
Borrower DTTP Filing to the Agent for delivery to the relevant Lender.
(k)A UK Non-Bank Lender which is an Original Lender gives a Tax Confirmation to the
Borrower by entering into this Agreement.
(l)A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any
change in the position from that set out in the Tax Confirmation.
(m)If the Borrower receives a notification from HM Revenue & Customs that a QPP Certificate
given by a Lender has no effect, the Borrower shall promptly deliver a copy of that
notification to that Lender.
(n)Paragraphs (a) to (m) above shall not apply in respect of any payments under any Hedging
Contract, where the gross-up provisions of the relevant Hedging Master Agreement itself
shall apply.
14.3Tax indemnity
(a)Each Obligor who is a Party shall (within three Business Days of demand by the Agent) pay
to a Protected Party an amount equal to the loss, liability or cost which that Protected Party
determines will be or has been (directly or indirectly) suffered for or on account of Tax by
that Protected Party in respect of a Finance Document.
(b)Paragraph (a) above shall not apply:
(i)with respect to any Tax assessed on a Finance Party:
(A)under the law of the jurisdiction in which that Finance Party is incorporated
or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or
(B)under the law of the jurisdiction in which that Finance Party’s Facility Office is
located in respect of amounts received or receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income
received or receivable (but not any sum deemed to be received or
receivable) by that Finance Party; or
(ii)to the extent a loss, liability or cost:
(A)is compensated for by an increased payment under clause 14.2 (Tax gross-
up); or
(B)would have been compensated for by an increased payment under
clause 14.2 (Tax gross-up) but was not so compensated solely because one
of the exclusions in clause 14.2(d) (Tax gross-up) applied; or
(C)relates to a FATCA Deduction required to be made by a Party or any Obligor
which is not a Party.
(c)A Protected Party making, or intending to make a claim under paragraph (a) above shall
promptly notify the Agent of the event which will give, or has given, rise to the claim,
following which the Agent shall notify the Borrower.
(d)A Protected Party shall, on receiving a payment from an Obligor under this clause 14.3,
notify the Agent.
14.4Tax Credit
If an Obligor makes a Tax Payment and the relevant Finance Party determines, that:
(a)a Tax Credit is attributable (A) to an increased payment of which that Tax Payment forms
part, (B) to that Tax Payment or (C) to a Tax Deduction in consequence of which that Tax
Payment was required; and
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(b)that Finance Party has obtained, utilised and retained that Tax Credit,
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will
leave it (after that payment) in the same after-Tax position as it would have been in had the Tax
Payment not been required to be made by the Obligor.
14.5Indemnities on after Tax basis
(a)If an Event of Default is continuing or where the Agent and/or Security Agent have taken
any steps pursuant to clause 32.20 (Acceleration), to the extent that any sum payable to
any Protected Party by any Obligor under any Finance Document by way of indemnity or
reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that
Protected Party to discharge the corresponding liability to a third party, or to reimburse that
Protected Party for the cost incurred by it in discharging the corresponding liability to a third
party, the Borrower shall pay that Protected Party such additional sum as (after taking into
account any Tax suffered by that Protected Party on such additional sum) shall be required
to make up the relevant deficit.
(b)If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an
indemnity to any Protected Party but paid by an Obligor to any person other than that
Protected Party, shall be treated as taxable in the hands of the Protected Party, the
Borrower shall pay to that Protected Party such sum (the Compensating Sum) as (after
taking into account any Tax suffered by that Protected Party on the Compensating Sum)
shall reimburse that Protected Party for any Tax suffered by it in respect of the Indemnity
Sum.
(c)For the purposes of paragraphs (a) and (b) above, a sum shall be deemed to be taxable in
the hands of a Protected Party if it falls to be taken into account in computing the profits or
gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall
be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that
Protected Party’s profits or gains for the period in which the payment of the relevant sum
falls to be taken into account for the purposes of such Tax.
14.6Lender status confirmation
Each Lender which is not an Original Lender shall indicate, in the documentation which it
executes on becoming a Party as a Lender, and for the benefit of the Agent and without liability
to any Obligor, which of the following categories it falls in:
(a)not a Qualifying Lender;
(b)a Qualifying Lender (other than a Treaty Lender); or
(c)a Treaty Lender.
If such a Lender fails to indicate its status in accordance with this clause 14.6 then that Lender
shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a
Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent,
upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, the
documentation which a Lender executes on becoming a Party as a Lender shall not be
invalidated by any failure of a Lender to comply with this clause 14.6.
14.7Stamp taxes
The Borrower shall pay and, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance Document.
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14.8Value added tax
(a)All amounts expressed in a Finance Document to be payable by any party to a Finance
Party which (in whole or in part) constitute the consideration for any supply for VAT
purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and
accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply
made by any Finance Party to any party under a Finance Document, and such Finance
Party is required to account to the relevant tax authority for the VAT, that party must pay to
such Finance Party (in addition to and at the same time as paying any other consideration
for such supply) an amount equal to the amount of the VAT (and such Finance Party must
promptly provide an appropriate VAT invoice to that party).
(b)If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier)
to any other Finance Party (the Recipient) under a Finance Document, and any party to a
Finance Document other than the Recipient (the Subject Party) is required by the terms of
any Finance Document to pay an amount equal to the consideration for that supply to the
Supplier (rather than being required to reimburse or indemnify the Recipient in respect of
that consideration):
(i)(where the Supplier is the person required to account to the relevant tax authority
for the VAT) the Subject Party must also pay to the Supplier (at the same time as
paying that amount) an additional amount equal to the amount of the VAT. The
Recipient must (where this paragraph (i) applies) promptly pay to the Subject Party
an amount equal to any credit or repayment the Recipient receives from the
relevant tax authority which the Recipient reasonably determines relates to the VAT
chargeable on that supply; and
(ii)(where the Recipient is the person required to account to the relevant tax authority
for the VAT) the Subject Party must promptly, following demand from the Recipient,
pay to the Recipient an amount equal to the VAT chargeable on that supply but only
to the extent that the Recipient reasonably determines that it is not entitled to credit
or repayment from the relevant tax authority in respect of that VAT.
(c)Where a Finance Document requires any party to it to reimburse or indemnify a Finance
Party for any cost or expense, that party shall reimburse or indemnify (as the case may be)
such Finance Party for the full amount of such cost or expense, including such part thereof
as represents VAT save to the extent that such Finance Party reasonably determines that it
is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d)Any reference in this clause 14.8 to any party shall, at any time when such party is treated
as a member of a group for VAT purposes, include (where appropriate and unless the
context otherwise requires) a reference to the representative member of such group at
such time (the term “representative member” to have the same meaning as in the Value
Added Tax Act 1994).
(e)In relation to any supply made by a Finance Party to any party under a Finance Document,
if reasonably requested by such Finance Party, that party must promptly provide such
Finance Party with details of that party’s VAT registration and such other information as is
reasonably requested in connection with such Finance Party’s VAT reporting requirements
in relation to such supply.
14.9FATCA information
(a)Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable
request by another Party:
(i)confirm to that other Party whether it is:
(A)a FATCA Exempt Party; or
(B)not a FATCA Exempt Party;
(ii)supply to that other Party such forms, documentation and other information relating
to its status under FATCA as that other Party reasonably requests for the purposes
of that other Party’s compliance with FATCA; and
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(iii)supply to that other Party such forms, documentation and other information relating
to its status as that other Party reasonably requests for the purposes of that other
Party’s compliance with any other law, regulation, or exchange of information
regime.
(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA
Exempt Party and it subsequently becomes aware that it is not or has ceased to be a
FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph
(a)(iii) above shall not oblige any other Party to do anything, which would or might in its
reasonable opinion constitute a breach of:
(i)any law or regulation;
(ii)any fiduciary duty; or
(iii)any duty of confidentiality
(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,
documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii)
above (including, for the avoidance of doubt, where paragraph (c) above applies), then
such Party shall be treated for the purposes of the Finance Documents (and payments
under them) as if it is not a FATCA Exempt Party until such time as the Party in question
provides the requested confirmation, forms, documentation or other information.
14.10FATCA Deduction
(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any
payment required in connection with that FATCA Deduction, and no Party shall be required
to increase any payment in respect of which it makes such a FATCA Deduction or
otherwise compensate the recipient of the payment for that FATCA Deduction.
(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or
that there is any change in the rate or the basis of such FATCA Deduction), notify the Party
to whom it is making the payment and, in addition, shall notify the Borrower and the Agent
and the Agent shall notify the other Finance Parties.
15Increased Costs
15.1Increased costs
(a)Subject to clause 15.3 (Exceptions), the Borrower shall, within three Business Days of a
demand by the Agent, pay for the account of a Finance Party the amount of any Increased
Cost incurred by that Finance Party or any of its Affiliates which:
(i)arises as a result of (A) the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation or (B) compliance with any
law or regulation in either case made after the date of this Agreement; and/or
(ii)is a Basel III Increased Cost.
(b)In this Agreement Increased Costs means:
(i)a reduction in the rate of return from the Facility or on a Finance Party’s (or its
Affiliate’s) overall capital;
(ii)an additional or increased cost; or
(iii)a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it
is attributable to that Finance Party having entered into its Commitment or an Ancillary
Commitment or funding or performing its obligations under any Finance Document.
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15.2Increased cost claims
(a)A Finance Party intending to make a claim pursuant to clause 15.1 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall
promptly notify the Borrower (or the Obligors’ Agent on its behalf).
(b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a
certificate confirming the amount of its Increased Costs.
15.3Exceptions
(a)Clause 15.1 (Increased costs) does not apply to any Increased Cost which is:
(i)attributable to a Tax Deduction required by law to be made by an Obligor;
(ii)attributable to a FATCA Deduction required to be made by a Party; or
(iii)compensated for by clause 14.3 (Tax indemnity) (or would have been
compensated for under clause 14.3 (Tax indemnity) but was not so compensated
solely because any of the exclusions in paragraph (b) of clause 14.3 (Tax
indemnity) applied); or
(iv)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any
law or regulation.
(b)In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to the
term in clause 14.1 (Definitions).
16Other indemnities
16.1Currency indemnity
(a)If any sum due from an Obligor under the Finance Documents (a Sum), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the
currency (the First Currency) in which that Sum is payable into another currency (the
Second Currency) for the purpose of:
(i)making or filing a claim or proof against that Obligor; and/or
(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or
arbitration proceedings,
that Obligor shall, as an independent obligation, within three Business Days of demand by
a Finance Party, indemnify each Finance Party to whom that Sum is due against any
Losses arising out of or as a result of the conversion including any discrepancy between
(i) the rate of exchange used to convert that Sum from the First Currency into the Second
Currency and (ii) the rate or rates of exchange available to that person at the time of its
receipt of that Sum.
(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed
to be payable.
16.2Other indemnities
The Borrower shall (or shall procure that another Obligor will), within three Business Days of
demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred
by that Finance Party as a result of:
(a)the occurrence of any Event of Default;
(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date,
including without limitation, any and all Losses arising as a result of clause 43 (Sharing
among the Finance Parties);
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(c)funding, or making arrangements to fund, its participation in the Loan requested by the
Borrower in the Utilisation Request but not made by reason of the operation of any one or
more of the provisions of this Agreement (other than by reason of default or negligence by
that Finance Party alone); or
(d)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment
given by the Borrower.
16.3Environmental and social indemnity
The Borrower shall (or shall procure that another Obligor will), within three (3) Business Days of
demand by an Indemnified Person, indemnify each Indemnified Person against any and all
Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified
Person, in each case arising out of or in connection with or relating to any claim investigation,
litigation or proceeding (or the preparation of any defence with respect thereto) commenced or
threatened in relation to an Environmental Claim, made or asserted against such Indemnified
Person if such claim investigation, litigation or proceeding would not have been, or been
capable of being, made or asserted against such Indemnified Person if the Finance Parties had
not entered into any of the Finance Documents and/or exercised any of their rights, powers and
discretions thereby conferred and/or performed any of their obligations thereunder and/or been
involved in any of the transactions contemplated by the Finance Documents. This indemnity
shall apply whether or not such claims, investigation, litigation or proceedings is brought by any
Obligor, any other Group Member, any of their shareholders, their Affiliates, or creditors, or an
Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto,
except to the extent such Losses are found in a final non-appealable judgement by a court of
competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or
wilful misconduct. Each Indemnified Person may enforce and enjoy the benefit of this clause
16.3 under the Third Parties Act.
16.4Indemnity to the Agent and the Security Agent
The Borrower shall promptly indemnify the Agent and the Security Agent against:
(a)any and all Losses (together with any applicable VAT) incurred by the Agent or the Security
Agent (acting reasonably) as a result of:
(i)without prejudice to clause 36.11 (Rights and discretions of the Agent and the
Security Agent), investigating any event which it reasonably believes is a Default;
(ii)acting or relying on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised;
(iii)instructing lawyers, accountants, tax advisers, insurance consultants, vessel
managers, valuers, surveyors or other professional advisers or experts as
permitted under the Finance Documents where, unless any of the circumstances in
paragraphs (i), (ii) or (iv) apply or an Event of Default is continuing, such Losses
are pre-approved by the Borrower or the Obligors’ Agent on its behalf (such
approval not to be unreasonably withheld or delayed); or
(iv)any action taken by the Agent or the Security Agent or any of their representatives,
agents or contractors in connection with any powers conferred by any Security
Document to enforce any Security Interest thereunder or to remedy any breach of
any Obligor’s obligations under the Finance Documents, and
(b)any and all Losses (including, without limitation, in respect of liability for negligence or any
other category of liability whatsoever) (together with any applicable VAT) incurred by the
Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security
Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability
pursuant to clause 44.10 (Disruption to payment systems etc.) notwithstanding the Agent’s
negligence, gross negligence or any other category of liability whatsoever but not including
any claim based on the fraud of the Agent or the Security Agent) in acting as Agent or the
Security Agent under the Finance Documents.
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16.5Indemnity concerning security
(a)The Borrower shall (or shall procure that another Obligor will) promptly indemnify each
Indemnified Person against any and all Losses (together with any applicable VAT) incurred
by it as a result of:
(i)any failure by the Borrower to comply with its obligations under clause 18 (Costs
and expenses) or any similar provision in any other Finance Document;
(ii)acting or relying on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised;
(iii)the taking, holding, protection or enforcement of the Transaction Security;
(iv)the exercise or purported exercise of any of the rights, powers, discretions,
authorities and remedies vested in the Security Agent and/or any other Finance
Party in whose favour any Security Document has been granted and each Receiver
and each Delegate by the Finance Documents or by law (otherwise, in each case,
than by reason of the relevant Security Agent’s and/or other Finance Party’s,
Receiver’s or Delegate’s gross negligence or wilful misconduct);
(v)any default by any Obligor in the performance of any of the obligations expressed
to be assumed by it in the Finance Documents;
(vi)any claim (whether relating to the environment or otherwise) made or asserted
against the Indemnified Person which would not have arisen but for the execution
or enforcement of one or more Finance Documents (unless and to the extent it is
caused by the gross negligence or wilful misconduct of that Indemnified Person);
(vii)instructing lawyers, accountants, tax advisers, insurance consultants, vessel
managers, valuers, surveyors or other professional advisers or experts as
permitted under the Finance Documents where, unless any of the circumstances in
paragraphs (i) to (vi) or paragraph (viii) apply or an Event of Default is continuing,
such Losses are pre-approved by the Borrower or the Obligors’ Agent on its behalf
(such approval not to be unreasonably withheld or delayed); or
(viii)(in the case of the Security Agent and/or any other Finance Party in whose favour
any Security Document has been granted, any Receiver and any Delegate) acting
as Security Agent and/or as holder of any of the Transaction Security, Receiver or
Delegate under the Finance Documents or which otherwise relates to the Charged
Property (otherwise, in each case, than by reason of the relevant Security Agent’s
and/or other Finance Party’s, Receiver’s or Delegate’s gross negligence or wilful
misconduct).
(b)The Security Agent may, in priority to any payment to the other Finance Parties, indemnify
itself out of the Charged Property in respect of, and pay and retain, all sums necessary to
give effect to the indemnity in this clause 16.5 and shall have a lien on the Transaction
Security and the proceeds of the enforcement of the Transaction Security for all moneys
payable to it.
16.6Continuation of indemnities
The indemnities by the Borrower in favour of any Indemnified Persons contained in this
Agreement shall continue in full force and effect notwithstanding any breach by any Finance
Party or the Borrower of the terms of this Agreement, the repayment or prepayment of the Loan,
the cancellation of the Total Commitments or the repudiation by any Finance Party or the
Borrower of this Agreement.
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16.7Third Parties Act
(a)Each Indemnified Person may rely on the terms of clause 16.5 (Indemnity concerning
security) and clauses 14 (Tax gross-up and indemnities) and 16.8 (Interest) insofar as it
relates to interest on, or the calculation of, any amount demanded by that Indemnified
Person under clause 16.5 (Indemnity concerning security), subject to clause 1.4 (Third
party rights) and the provisions of the Third Parties Act.
(b)Where an Indemnified Person (other than a Finance Party) (the Relevant Beneficiary)
who is:
(i)appointed by a Finance Party under the Finance Documents;
(ii)an Affiliate of any such person or that Finance Party; or
(iii)an officer, director, employee, adviser, representative or agent of any of the above
persons or that Finance Party,
is entitled to receive any amount (a Third Party Claim) under any of the provisions
referred to in paragraph (a) above:
(A)the Borrower shall at the same time as the relevant Third Party Claim is due
to the Relevant Beneficiary pay to that Finance Party a sum in the amount of
that Third Party Claim;
(B)payment of such sum to that Finance Party shall, to the extent of that
payment, satisfy the corresponding obligations of the Borrower to pay the
Third Party Claim to the Relevant Beneficiary; and
(C)if the Borrower pay the Third Party Claim direct to the Relevant Beneficiary,
such payment shall, to the extent of that payment, satisfy the corresponding
obligations of the Borrower to that Finance Party under sub-paragraph (A)
above.
16.8Interest
Moneys becoming due by the Borrower to any Indemnified Person under the indemnities
contained in this clause 16 (Other indemnities) or elsewhere in this Agreement shall be paid on
demand made by such Indemnified Person and shall be paid together with interest on the sum
demanded from the date of demand therefor to the date of reimbursement by the Borrower to
such Indemnified Person (both before and after judgment) at the rate referred to in clause 10.4
(Default interest).
16.9Exclusion of liability
Without prejudice to any other provision of the Finance Documents excluding or limiting the
liability of any Indemnified Person, no Indemnified Person will be in any way liable or
responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or
is a party to a Finance Document to which this clause applies for any loss or liability arising from
any act, default, omission or misconduct of that Indemnified Person, except to the extent caused
by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this
clause 16.9 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
17Mitigation by the Lenders
17.1Mitigation
(a)Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in the Facility ceasing to be
available or any amount becoming payable under or pursuant to, or cancelled pursuant to,
any of clause 8.1 (Illegality), clause 14 (Tax gross-up and indemnities) or clause 15
(Increased costs) including (but not limited to) assigning its rights under the Finance
Documents to another Affiliate or Facility Office.
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(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the
Finance Documents.
17.2Limitation of liability
(a)The Borrower shall promptly indemnify each Finance Party for all costs and expenses
incurred by that Finance Party as a result of steps taken by it under clause 17.1
(Mitigation).
(b)A Finance Party is not obliged to take any steps under clause 17.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
18Costs and expenses
18.1Transaction expenses
The Borrower shall, promptly on demand and in any event within 5 Business Days, pay the
Agent, the Security Agent, the Arrangers and the Green Loan Advisor the amount of all costs
and expenses pre-approved by the Borrower or the Obligors’ Agent on its behalf (such approval
not to be unreasonably withheld or delayed) (including fees, costs and expenses of lawyers,
accountants, tax advisers, insurance consultants, vessel managers, valuers, surveyors or other
professional advisers or experts) (together with any applicable VAT) incurred by any of them
(and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the
negotiation, preparation, printing, execution, syndication, registration and perfection and any
release, discharge or reassignment of:
(a)this Agreement, the Hedging Master Agreements and any other documents referred to in
this Agreement and the Security Documents;
(b)any other Finance Documents executed or proposed to be executed after the date of this
Agreement including any executed to provide additional security under clause 27 (Minimum
security value); or
(c)any Security Interest expressed or intended to be granted by a Finance Document,
whether or not the transactions contemplated under the Finance Documents are consummated.
18.2Amendment costs
If:
(a)an Obligor requests an amendment, waiver or consent;
(b)any amendment or waiver is contemplated or agreed pursuant to clause 50.5
(Replacement of Screen Rate); or
(c)an amendment is required pursuant to clause 44.9 (Change of currency),
the Borrower shall, within three Business Days of demand by the Agent or the Security Agent
reimburse the Agent or the Security Agent, for the amount of all reasonably incurred and
documented costs and expenses (including fees, costs and expenses of lawyers, accountants,
tax advisers, insurance consultants, vessel managers, valuers, surveyors or other professional
advisers or experts) (together with any applicable VAT) incurred by the Agent or the Security
Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying
with that request or requirement.
18.3Agent’s and Security Agent’s management time and additional remuneration
(a)Following the occurrence of an Event of Default that is continuing, any amount payable to
the Agent or the Security Agent under clause 16.4 (Indemnity to the Agent and the Security
Agent), clause 16.5 (Indemnity concerning security), clause 18 (Costs and expenses) or
clause 36.15 (Lenders’ indemnity to the Agent and others) shall include the cost of utilising
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the Agent’s or (as the case may be) the Security Agent’s management time or other
resources and will be calculated on the basis of such reasonable daily or hourly rates as
the Agent or (as the case may be) the Security Agent may notify to the Borrower and the
other Finance Parties, and is in addition to any other fee paid or payable to the Agent or the
Security Agent.
(b)Without prejudice to paragraph (a) above, in the event of:
(i)an Event of Default;
(ii)the Agent or the Security Agent being requested by an Obligor or the other Finance
Parties to undertake duties which the Agent or (as the case may be) the Security
Agent and the Borrower agree to be of an exceptional nature or outside the scope
of the normal duties of the Agent or (as the case may be) the Security Agent under
the Finance Documents; or
(iii)the Agent or (as the case may be) the Security Agent and the Borrower agreeing
that it is otherwise appropriate in the circumstances,
the Borrower shall pay to the Agent or (as the case may be) the Security Agent any
additional remuneration that may be agreed between them or determined pursuant to
paragraph (c) below.
(c)If the Agent or (as the case may be) the Security Agent and the Borrower fail to agree upon
the nature of the duties, or upon the additional remuneration referred to in paragraph (b)
above or whether additional remuneration is appropriate in the circumstances, any dispute
shall be determined by an investment bank (acting as an expert and not as an arbitrator)
selected by the Agent or (as the case may be) the Security Agent and approved by the
Borrower or, failing approval, nominated (on the application of the Agent or (as the case
may be) the Security Agent) by the President for the time being of the Law Society of
England and Wales (the costs of the nomination and of the investment bank being payable
by the Borrower) and the determination of any investment bank shall be final and binding
upon the Parties.
18.4Enforcement, preservation and other costs
(a)The Borrower shall, on demand by a Finance Party, pay to each Finance Party the amount
of all costs and expenses (including fees, costs and expenses of lawyers, accountants, tax
advisers, insurance consultants, vessel managers, valuers, surveyors or other professional
advisers or experts) (together with any applicable VAT) incurred by that Finance Party in
connection with the enforcement of, or the preservation of any rights under, any Finance
Document and any Transaction Security and any proceedings instituted by or against any
Indemnified Person as a consequence of taking or holding the Security Documents or
enforcing those rights.
(b)The Borrower shall, on demand by the Agent, pay to the Agent the amount of all costs and
expenses (including fees, costs and expenses of lawyers, accountants, tax advisers,
insurance consultants, vessel managers, valuers, surveyors or other professional advisers
or experts) (together with any applicable VAT) incurred by the Agent in connection with:
(i)any valuation carried out under clause 27 (Minimum security value) to the extent
that the costs of such valuation is payable by the Borrower pursuant to clause 27
(Minimum security value); or
(ii)any inspection carried out under clause 25.9 (Inspection and notice of dry-docking)
provided that if no Event of Default is continuing the Borrower shall not pay the
costs of more than one such inspection per calendar year.
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Section 7 -  Guarantee
19Guarantee and indemnity
19.1Guarantee and indemnity
Each Guarantor hereby irrevocably and unconditionally and jointly and severally with each of the
other Guarantors:
(a)guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance
Parties punctual performance by each other Obligor of all such Obligor’s obligations under
the Finance Documents;
(b)undertakes with the Security Agent (as trustee for the Finance Parties) and the other
Finance Parties that whenever another Obligor does not pay any amount when due under
or in connection with any Finance Document, it shall immediately on demand pay that
amount as if it was the principal obligor; and
(c)agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance
Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or
illegal, it will, as an independent and primary obligation indemnify each Finance Party
immediately on demand against any cost, loss or liability it incurs as a result of another
Obligor not paying any amount which would, but for such unenforceability, invalidity or
illegality, have been payable by such Obligor under any Finance Document on the date
when it would have been due. The amount payable by a Guarantor under this indemnity
will not exceed the amount it would have had to pay under this clause 19.1 if the amount
claimed had been recoverable on the basis of a guarantee.
19.2Continuing guarantee
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any intermediate payment
or discharge in whole or in part.
19.3Reinstatement
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or
any security for those obligations or otherwise) is made by a Finance Party in whole or in part on
the basis of any payment, security or other disposition which is avoided or must be restored in
insolvency, liquidation, administration or otherwise, without limitation, then the liability of each
Guarantor under this clause 19 will continue or be reinstated as if the discharge, release or
arrangement had not occurred.
19.4Waiver of defences
The obligations of each Guarantor under this clause 19 will not be affected by an act, omission,
matter or thing (whether or not known to it or any Finance Party) which, but for this clause 19,
would reduce, release or prejudice any of its obligations under this clause 19 including (without
limitation):
(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;
(b)the release of any other Obligor or any other person under the terms of any composition or
arrangement with any creditor of any other Obligor;
(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
perfect, take up or enforce, any rights against, or security over assets of, any Obligor or
other person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full value of any
security;
(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of an Obligor or any other person;
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(e)any amendment, novation, supplement, extension, restatement (however fundamental and
whether or not more onerous) or replacement of any Finance Document or any other
document or security including without limitation any change in the purpose of, any
extension of or any increase in any facility or the addition of any new facility under any
Finance Document or other document or security;
(f)any unenforceability, illegality or invalidity of any obligation of any person under any
Finance Document or any other document or security;
(g)any law or regulation of any jurisdiction or any other event affecting any term of the
guaranteed obligations;
(h)any other circumstance that might constitute a defence of any Guarantor; or
(i)any insolvency or similar proceedings.
19.5Guarantor intent
Without prejudice to the generality of clause 19.4 (Waiver of defences), each Guarantor
expressly confirms that it intends that this guarantee shall extend from time to time to any
(however fundamental) variation, increase, extension or addition of or to any of the Finance
Documents and/or any facility or amount made available under any of the Finance Documents.
19.6Immediate recourse
Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee
or agent on its behalf) to proceed against or enforce any other rights or security or claim
payment from any person before claiming from that Guarantor under this clause 19. This waiver
applies irrespective of any law or any provision of a Finance Document to the contrary.
19.7Appropriations
Until all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or
agent on its behalf) may:
(a)refrain from applying or enforcing any other moneys, security or rights held or received by
that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
apply and enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
(b)hold in an interest-bearing suspense account any moneys received from any Guarantor or
on account of any Guarantor’s liability under this clause 19.
19.8Deferral of Guarantors’ rights
(a)Until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full and unless the Agent
otherwise directs, no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Finance Documents or by reason of any
amount being payable, or liability arising, under this clause 19:
(i)to be indemnified by another Obligor;
(ii)to claim any contribution from any other guarantor of any Obligor’s obligations
under the Finance Documents;
(iii)to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance Documents or of
any other guarantee or security taken pursuant to, or in connection with, the
Finance Documents by any Finance Party;
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(iv)to bring legal or other proceedings for an order requiring any Obligor to make any
payment, or perform any obligation, in respect of which any Guarantor has given a
guarantee, undertaking or indemnity under clause 19 (Guarantee and indemnity);
(v)to exercise any right of set-off against any other Obligor; and/or
(vi)to claim or prove as a creditor of any other Obligor in competition with any Finance
Party.
(b)If a Guarantor receives any benefit, payment or distribution in relation to such rights it will
promptly pay an equal amount to the Agent for application in accordance with clause 44
(Payment mechanics). This only applies until all amounts which may be or become payable
by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full.
19.9Additional security
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.
19.10Amendments and waivers in writing
No waivers by any Finance Party or amendments to, of, or in connection with, the provisions of
the Guarantee may be made unless they are made in writing by the Parties and with the prior
written consent of all the Lenders.
19.11Guarantors’ rights and obligations
(a)The obligations of each Guarantor under the Guarantee and under this Agreement are joint
and several. Failure by a Guarantor to perform its obligations under the Guarantee and/or
this Agreement shall constitute a failure by all of the Guarantors.
(b)Each Guarantor irrevocably and unconditionally jointly and severally with each other
Guarantor:
(i)agrees that it is responsible for the performance of the obligations of each other
Guarantor under the Guarantee and this Agreement;
(ii)acknowledges and agrees that it is a principal and original debtor in respect of all
amounts due from the Guarantors under the Guarantee and under this Agreement;
and
(iii)agrees with each Finance Party that, if any obligation of any other Guarantor under
the Guarantee and this Agreement is or becomes unenforceable, invalid or illegal
for any reason it will, as an independent and primary obligation, indemnify that
Finance Party immediately on demand against any and all Losses it incurs as a
result of that Guarantor not paying any amount which would, but for such
unenforceability, invalidity or illegality, have been payable by such Guarantor under
the Guarantee and/or this Agreement. The amount payable under this indemnity
shall be equal to the amount which that Finance Party would otherwise have been
entitled to recover.
(c)The obligations of each Guarantor under the Finance Documents shall continue until all
amounts which may be or become payable by the Guarantors under or in connection with
the Finance Documents have been irrevocably and unconditionally paid or discharged in
full, regardless of any intermediate payment or discharge in whole or in part.
19.12Operational subordination
For so long as a Guarantor is also the Bareboat Charterer and/or a Manager of the Ship, the
relevant Guarantor further agrees and undertakes in relation to the Ship, the relevant Bareboat
Charter and any Management Agreement to which such Guarantor is a party, throughout the
Ship’s Mortgage Period:
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(a)that any Management Agreement or Bareboat Charter and such Guarantor’s rights under it
will be fully subordinate to the rights of the Finance Parties under the Finance Documents;
(b)not to make a claim under or in connection with any Management Agreement or Bareboat
Charter for the Ship which could result in the Ship being arrested, detained or sold;
(c)not to take any other action in relation to the Ship which could interfere with:
(i)any Finance Party’s rights or powers pursuant to any of the Transaction Security;
(ii)any claims by any Finance Party against the proceeds of any sale of the Ship;
(iii)the exercise of any right or power any Finance Party has to sell the Ship, whether
pursuant to the Mortgage or otherwise; or
(iv)any sale of the Ship by the Borrower with the Majority Lenders’ approval or at their
direction where the Mortgage has become enforceable;
(d)to waive any such right that the relevant Guarantor might otherwise have had to make any
such claims and not to make any claim against any Finance Party in respect of any
interference with the relevant Guarantor’s rights under any Management Agreement or
Bareboat Charter for the Ship resulting from the exercise of any Finance Party’s rights
under the Finance Documents;
(e)not to exercise any lien such Guarantor has on the Ship in priority to or in competition with
the Finance Parties’ rights under the Mortgage or the Security Documents relating to the
Ship;
(f)that despite the terms of any Management Agreement or Bareboat Charter for the Ship, if a
Finance Party becomes entitled to enforce the Mortgage over the Ship, the Security Agent
(acting on the instructions of the Majority Lenders) may terminate any Management
Agreement or Bareboat Charter for the Ship by way of written notice and the relevant
Guarantor will not have any claim for any resulting loss;
(g)not to compete with any Finance Party in the liquidation, winding-up or other dissolution of
any person liable to the Finance Parties under any of the Finance Documents;
(h)not to demand or accept payment of any moneys due in respect of the management of the
Ship at a time where any Transaction Security has become enforceable;
(i)not to appoint a sub-manager of the Ship without the approval of the Majority Lenders and
to procure that any sub-manager so approved will provide a Manager’s Undertaking or
equivalent;
(j)to promptly notify the Agent if any amounts are owing to the relevant Guarantor under any
Management Agreement or Bareboat Charter for the Ship for more than 10 days after the
period agreed for payment; and
(k)to give the Agent such information about the Ship and its management and any amounts
owing to the relevant Guarantor under any Management Agreement or Bareboat Charter
for the Ship as the Agent (acting on the instructions of the Majority Lenders) may from time
to time request.
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Section 8 -  Representations, Undertakings and Events of Default
20Representations
20.1Each Obligor who is a Party makes and repeats the representations and warranties set out in
this clause 20 to each Finance Party in accordance with and at the times specified in clause
20.35 (Times when representations are made).
20.2Status
(a)Each Obligor is a company or corporation, duly incorporated and validly existing under the
law of its Original Jurisdiction.
(b)Each Obligor and each other Group Member has power and authority to own its assets and
to carry on its business as it is now being conducted.
(c)No Obligor is a FATCA FFI.
20.3Binding obligations
Subject to the Legal Reservations:
(a)the obligations expressed to be assumed by each Obligor in each Finance Document to
which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and
enforceable obligations; and
(b)(without limiting the generality of paragraph (a) above) each Security Document to which
an Obligor is, or will be, a party, creates or will create the Security Interests which that
Security Document purports to create and those Security Interests are or will be valid and
effective.
20.4Non-conflict
The entry into and performance by each Obligor of, and the transactions contemplated by the
Finance Documents and the granting of the Transaction Security do not and will not conflict with:
(a)any law or regulation applicable to any Obligor;
(b)the Constitutional Documents of any Obligor or any other Group Member; or
(c)any material agreement or other material instrument binding upon any Obligor or any other
Group Member or its or any other Group Member’s assets,
or constitute a default or termination event (however described) under any such material
agreement or material instrument or result in the creation of any Security Interest (save for a
Permitted Maritime Lien or under a Security Document) on any Obligor’s or any other Group
Member’s assets, rights or revenues.
20.5Power and authority
(a)Each Obligor has the power to enter into, perform and deliver and comply with its
obligations under, and has taken all necessary action to authorise its entry into,
performance and delivery of, and compliance with, each Finance Document to which it is,
or is to be, a party and each of the transactions contemplated by those documents.
(b)No limitation on any Obligor’s powers to borrow, create security or give guarantees will be
exceeded as a result of any transaction under, or the entry into of, any Finance Document
to which such Obligor is, or is to be, a party.
20.6Validity and admissibility in evidence
(a)All Authorisations required or desirable:
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(i)to enable each Obligor lawfully to enter into, exercise its rights and comply with its
obligations under each Finance Document to which it is a party;
(ii)to make each Finance Document to which it is a party admissible in evidence in its
Relevant Jurisdictions; and
(iii)to ensure that the Transaction Security has the priority and ranking contemplated
by the Security Documents,
have been obtained or effected and are in full force and effect except any Authorisation or
filing referred to in clause 20.14 (No filing or stamp taxes), which Authorisation or filing will
be promptly obtained or effected within any applicable period.
(b)All Authorisations necessary for the conduct of the business, trade and ordinary activities of
each Obligor and each other Group Member have been obtained or effected and are in full
force and effect if failure to obtain or effect those Authorisations is reasonably likely to have
a Material Adverse Effect.
20.7Governing law and enforcement
(a)Subject to the Legal Reservations, the choice of governing law of any Finance Document
will be recognised and enforced in each Obligor’s Relevant Jurisdictions.
(b)Subject to the Legal Reservations, any judgment obtained in relation to any Finance
Document in the jurisdiction of the governing law of that Finance Document will be
recognised and enforced in each Obligor’s Relevant Jurisdictions.
20.8No misleading information
(a)Any factual information contained in the Information Package is true and accurate in all
material respects as at the date of the relevant report or document containing the
information or (as the case may be) as at the date the information is expressed to be given.
(b)Any financial projection or forecast contained in the Information Package and any budget
provided pursuant to clause 21.6 (Budget) have been prepared on the basis of recent
historical information and on the basis of reasonable assumptions and were fair (as at the
date of the relevant report or document containing the projection or forecast or of the
relevant budget) and arrived at after careful consideration.
(c)The expressions of opinion or intention provided by or on behalf of an Obligor for the
purposes of the Information Package were made after careful consideration and (as at the
date of the relevant report or document containing the expression of opinion or intention)
were fair and based on reasonable grounds.
(d)No event or circumstance has occurred or arisen and no information has been omitted from
the Information Package and no information has been given or withheld that results in the
information, opinions, intentions, forecasts or projections contained in the Information
Package being untrue or misleading in any material respect.
(e)All other written information provided by any Group Member (including its advisers) to a
Finance Party was true, complete and accurate in all material respects as at the date it was
provided and is not misleading in any material respect.
(f)For the purposes of this clause 20.8, Information Package means any written information
(other than Green Loan Information) provided by any Obligor or any other Group Member
to any of the Finance Parties in connection with the Transaction Documents or the
transactions referred to in them (including any information memorandum).
(g)All Green Loan Information was true, complete and accurate in all material respects as at
the date it was provided and is not misleading in any respect.
20.9Original Financial Statements
(a)The Original Financial Statements were prepared in accordance with IFRS consistently
applied.
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(b)The audited Original Financial Statements give a true and fair view of the financial
condition as at the end of the relevant Financial Year and the results of operations of the
relevant Obligors (consolidated in the case of Guarantor A) during the relevant Financial
Year.
(c)The unaudited Original Financial Statements fairly present the financial condition as at the
end of the relevant financial half year and the results of operations of the relevant Obligors
and the Group (consolidated in the case of Guarantor A) during the relevant financial half
year.
(d)There has been no material adverse change in the assets, business or financial condition
or operations of any Obligor (or the assets, business or operations or consolidated financial
condition of the Group, in the case of Guarantor A) since the date of the Original Financial
Statements.
20.10Pari passu ranking
Each Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a
party rank at least pari passu with all its other present and future unsecured and unsubordinated
payment obligations, except for obligations mandatorily preferred by law applying to companies
generally.
20.11Ranking and effectiveness of security
Subject to the Legal Reservations and any filing, registration or notice requirements which is
referred to in any Legal Opinion:
(a)the Transaction Security has (or will have when the relevant Security Documents have
been executed) the priority which it is expressed to have in the Security Documents;
(b)the Charged Property is not subject to any Security Interest other than Permitted Security
Interests; and
(c)the Transaction Security will constitute perfected security on the assets described in the
Security Documents.
20.12Ownership of Charged Property
Each Obligor is the sole legal and beneficial owner of the Charged Property over which it
purports to grant a Security Interest under the Security Documents.
20.13No insolvency
No corporate action, legal proceeding or other procedure or step described in clause 32.9
(Insolvency proceedings) or creditors’ process described in clause 32.10 (Creditors’ process)
has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member
and none of the circumstances described in clause 32.8 (Insolvency) applies to any Group
Member.
20.14No filing or stamp taxes
Under the laws of each Obligor’s Relevant Jurisdictions it is not necessary that any Finance
Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be
paid on or in relation to any such Finance Document or the transactions contemplated by the
Finance Documents except for any filing, recording or enrolling or any tax (including stamp duty)
or fee payable in relation to any Finance Document which is referred to in any Legal Opinion
and which will be made or paid promptly after the date of the relevant Finance Document.
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20.15Deduction of Tax
No Obligor is required to make any Tax Deduction (as defined in clause 14.1 (Definitions)) from
any payment it may make under any Finance Document to which it is, or is to be, a party and no
other party is required to make any such deduction from any payment it may make under any
other Finance Document.
20.16Tax compliance
(a)No Obligor or other Group Member is materially overdue in the filing of any Tax returns or
overdue in the payment of any amount in respect of Tax.
(b)No claims or investigations are being, or are reasonably likely to be, made or conducted
against any Obligor or other Group Member with respect to Taxes such that a liability of, or
claim against, any Obligor or other Group Member is reasonably likely to arise for an
amount for which adequate reserves have not been provided in the Original Financial
Statements and which is reasonably likely to have a Material Adverse Effect.
(c)Each Obligor is resident for Tax purposes only in its Original Jurisdiction.
20.17Other Tax matters
The execution or delivery or performance by any Party of the Finance Documents will not result
in any Finance Party:
(a)having any liability in respect of Tax in any Flag State;
(b)having or being deemed to have a place of business in any Flag State or any Relevant
Jurisdiction of any Obligor.
20.18No Default
(a)No Default is continuing or might reasonably be expected to result from the making of the
Utilisation or the entry into, the performance of, or any transaction contemplated by, any
Transaction Document.
(b)No other event or circumstance is outstanding which constitutes (or, with the expiry of a
grace period, the giving of notice, the making of any determination or any combination of
any of the foregoing, would constitute) a default or termination event (however described)
under any other agreement or instrument which is binding on any Obligor or any other
Group Member or to which any Obligor’s (or any other Group Member’s) assets are subject
which is reasonably likely to have a Material Adverse Effect.
20.19No proceedings
(a)No litigation, arbitration or administrative proceedings or investigations of, or before, any
court, arbitral body or agency which is reasonably likely to have a Material Adverse Effect
has or have (to the best of any Obligor’s knowledge and belief (having made due and
careful enquiry)) been started or threatened against any Obligor or any other Group
Member.
(b)No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of
any governmental or other regulatory body which is reasonably likely to have a Material
Adverse Effect has (to the best of any Obligor’s knowledge and belief (having made due
and careful enquiry)) been made against any Obligor or any other Group Member.
20.20No breach of laws
(a)No Obligor or other Group Member has breached any law or regulation which breach is
reasonably likely to have a Material Adverse Effect.
(b)No labour dispute is current or, to the best of any Obligor’s knowledge and belief (having
made due and careful enquiry), threatened against any Obligor which is reasonably likely to
have a Material Adverse Effect.
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20.21Environmental and social matters
(a)The Borrower and each Obligor have obtained, and, unless otherwise reported in writing to
the Agent, performed and observed all Environmental Laws, Social Laws and
Environmental Approvals.
(b)No Environmental Incident, Social Incident, Environmental Claim, Social Claim or IMO
Code Claim has occurred which has not been reported in writing to the Agent.
(c)No Environmental Law applicable to the Ship has been violated.
(d)No Environmental Law applicable to any Obligor and/or any of its ships (other than the
Ship) has been violated in a manner or to an extent which might have a Material Adverse
Effect.
(e)No material Environmental Claim has been made or is threatened or pending against the
Ship and there has been no material Environmental Incident which has given rise to such a
claim.
(f)No material Environmental Claim has been made or is threatened or pending against any
Obligor or where that claim might have a Material Adverse Effect and there has been no
Environmental Incident which has given rise to such a claim.
20.22Anti-Corruption Laws and Anti-Money Laundering Laws
(a)Each Group Member has conducted its businesses in compliance with Anti-Corruption
Laws and Anti-Money Laundering Laws and has instituted and maintained policies and
procedures designed to promote and achieve compliance with such laws.
(b)Without limiting the generality of paragraph (a) above, no Group Member has engaged in
any activity or conduct which violates Anti-Corruption Laws or Anti-Money Laundering Laws
20.23Security and Financial Indebtedness
(a)No Security Interest exists over all or any of the present or future assets of any Obligor or
other Group Member in breach of this Agreement.
(b)No Obligor or other Group Member has any Financial Indebtedness outstanding in breach
of this Agreement.
20.24Shares
(a)The shares of the Borrower are fully paid and not subject to any option to purchase or
similar rights.
(b)The Constitutional Documents of the Borrower do not and could not restrict or inhibit any
transfer of those shares on creation or enforcement of the Security Documents.
(c)There are no agreements in force which provide for the issue or allotment of, or grant any
person the right to call for the issue or allotment of, any share or loan capital of the
Borrower (including any option or right of pre-emption or conversion).
20.25Ownership of Obligors
Each Obligor (other than Guarantor A or, as applicable, UK ListCo) is a direct or indirect wholly
owned Subsidiary of, prior to the Share Exchange Completion, Guarantor A or, on and from the
Share Exchange Completion, UK ListCo.
20.26No Change of Control
There has not been a Change of Control.
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20.27Accounting Reference Date
The Financial Year-end of each Obligor and other Group Member is the Accounting Reference
Date.
20.28No adverse consequences
(a)It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:
(i)in order to enable any Finance Party to enforce its rights under any Finance
Document to which it is, or is to be, a party; or
(ii)by reason of the execution of any Finance Document or the performance by any
Obligor of its obligations under any Finance Document,
that any Finance Party should be licensed, qualified or otherwise entitled to carry on
business in any of such Relevant Jurisdictions.
(b)No Finance Party is or will be deemed to be resident, domiciled or carrying on business in
any Relevant Jurisdiction of any Obligor by reason only of the execution, performance and/
or enforcement of any Finance Document.
20.29Copies of documents
The copies of those Transaction Documents which are not Finance Documents and the
Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of
Utilisation) will be true, complete and accurate copies of such documents and include all
amendments and supplements to them as at the time of such delivery and no other agreements
or arrangements exist between any of the parties to those Transaction Documents which would
materially affect the transactions or arrangements contemplated by them or modify or release
the obligations of any party under them.
20.30No breach of charters
No Obligor is in breach of any Bareboat Charter to which it is a party nor has anything occurred
which entitles or which may entitle any party to rescind or terminate it or decline to perform their
obligations under it.
20.31No immunity
No Obligor or any of its assets is immune to any legal action or proceeding.
20.32Sanctions
(a)No Obligor, no other Group Member nor any of their respective directors, officers or, so far
as each Obligor is aware, none of their employees:
(i)is a Restricted Party;
(ii)is in breach of Sanctions;
(iii)owns or controls a Restricted Party;
(iv)is currently engaging in any transaction, activity or conduct which is reasonably
likely to result in a violation of Sanctions; or
(v)is, to its knowledge subject to, involved in or has received notice of any complaint,
claim, action, suit, proceedings, formal notice, investigation or other action by any
regulatory or enforcement authority or any Sanctions Authority.
(b)Each Obligor has implemented and maintains a Sanctions compliance policy or equivalent
which, in accordance with the recommendations of the Sanctions Advisory, is designed to
ensure compliance by that Obligor, each Group Member and their respective directors,
officers, employees and agents with Sanctions. Each Obligor, each Group Member and
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their respective directors, officers and, to the knowledge of that Obligor, its employees, are
in compliance with Sanctions in all material respects and are not knowingly engaged in any
activity that would reasonably be expected to result in such Obligor being designated as a
Restricted Party. Without limitation on the foregoing, such Sanctions compliance policy
shall procure that each Obligor, each Group Member and their respective directors,
officers, employees and agents shall, where applicable:
(i)conduct their activities in a manner compliant with Sanctions;
(ii)have sufficient resources in place to ensure execution of and compliance
with their own Sanctions policies by their personnel, including but not limited to
direct hires, contractors, and staff;
(iii)ensure Subsidiaries and Affiliates comply with the relevant policies, as
applicable;
(iv)have relevant controls in place to monitor automatic identification system
(AIS) transponders;
(v)have controls in place to screen and assess onboarding or offloading cargo in
areas they determine to present a high risk;
(vi)have controls to assess authenticity of bills of lading, as necessary; and
(vii)have controls in place consistent with the Sanctions Advisory.
20.33Ship status
The Ship will on the first day of the Mortgage Period be:
(a)registered in the name of the Borrower through the relevant Registry as a ship under the
laws and flag of the relevant Flag State;
(b)operationally seaworthy and fit for service in all material respects;
(c)classed with the relevant Classification as required under this Agreement free of any
overdue requirements and recommendations of the relevant Classification Society affecting
class; and
(d)insured in the manner required by the Finance Documents.
20.34Ship’s employment
The Ship shall on the first day of the Mortgage Period be free of any charter commitment under
a Charter which, if entered into after that date, would require approval under the Finance
Documents.
20.35Times when representations are made
(a)All of the representations and warranties set out in this clause 20 (other than Ship
Representations, the representation in paragraph (g) of clause 20.8 (No misleading
information), and the representations set out in clauses 20.14 (No filing or stamp taxes) to
20.17 (Other Tax matters) and clause 20.28 (No adverse consequences)) are deemed to
be made on the dates of:
(i)this Agreement;
(ii)the Utilisation Request; and
(iii)the Utilisation.
(b)The Repeating Representations are deemed to be made on the first day of each Interest
Period.
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(c)All the representations and warranties in this clause 20 except clause 20.8 (No misleading
information) are deemed to be made by each Additional Guarantor on the day on which it
becomes (and on the date it is proposed that it becomes) an Additional Guarantor.
(d)All of the Ship Representations are deemed to be made on the first day of the Mortgage
Period for the Ship.
(e)The representation in paragraph (g) of clause 20.8 (No misleading information) is deemed
to be made by each Obligor on the date of each Green Loan Compliance Certificate.
(f)The representations set out in clauses 20.14 (No filing or stamp taxes) to 20.17 (Other Tax
matters) and clause 20.28 (No adverse consequences) shall be made on the date of this
Agreement and in accordance with paragraph (c) above.
(g)Each representation or warranty deemed to be made after the date of this Agreement shall
be deemed to be made by reference to the facts and circumstances existing at the date the
representation or warranty is deemed to be made.
21Information undertakings
21.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 21 will be complied with throughout the
Facility Period.
21.2Interpretation
In this clause 21:
Annual Financial Statements means each of the audited consolidated financial statements for
a Financial Year of Guarantor A (for any Financial Year prior to the Financial Year in which the
Share Exchange Completion occurs) and UK ListCo (for the Financial Year in which the Share
Exchange Completion occurs and for any subsequent Financial Year) delivered pursuant to
paragraph (a) of clause 21.3 (Financial statements).
Semi-Annual Financial Statements means each of the consolidated financial statements for
the first half year of the Financial Year of Guarantor A (for any half year prior to the Share
Exchange Completion) and UK ListCo (for any half year ending on or after the Share Exchange
Completion and for any subsequent half year) delivered pursuant to paragraph (b) of clause
21.3 (Financial statements).
21.3Financial statements
(a)The Obligors shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent
so requests) and the Agent shall supply to the Lenders as soon as the same become
available, but in any event:
(i)within 120 days after the end of each Financial Year, the audited consolidated
financial statements of Guarantor A or UK ListCo (as applicable) for that Financial
Year; and
(ii)within 180 days after the end of each Financial Year:
(A)to the extent that audited financial statements are required to be prepared for
the Borrower under the Companies Act 2006, the audited financial
statements of the Borrower for that Financial Year; and
(B)to the extent that there is no requirement for audited financial statements to
be prepared for the Borrower under the Companies Act 2006, and provided
that all conditions set out in Chapter 4 of Part 15 and Chapter 1 of Part 16 of
the Companies Act 2006 have been compiled with, the audited financial
statements of the Group Member incorporated in the United Kingdom (which
consolidates the Borrower) for which consolidated audited financial
statements will be prepared for that Financial Year.
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(b)The Obligors shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent
so requests) and the Agent shall supply to the Lenders as soon as the same become
available, but in any event within 90 days after the end of the first half year of each of its
Financial Year (namely each six month period ending on 30 June of a Financial Year) the
unaudited consolidated financial statements of Guarantor A or UK ListCo (as applicable) for
that financial half year.
21.4Provision and contents of Compliance Certificate
(a)The Obligors shall supply to the Agent and the Agent shall supply to each Lender a
Compliance Certificate, with each set of Annual Financial Statements and Semi-Annual
Financial Statements.
(b)Each Compliance Certificate shall, amongst other things, set out (in reasonable detail)
computations as to compliance with clause 22 (Financial Covenants).
(c)Each Compliance Certificate shall be signed by the chief executive officer or chief financial
officer of Guarantor A (for any Annual Financial Statements and Semi-Annual Financial
Statements delivered in respect of Guarantor A) and UK ListCo (for any Annual Financial
Statements and Semi-Annual Financial Statements delivered in respect of UK ListCo).
21.5Requirements as to financial statements
(a)The Borrower shall procure that each set of financial statements delivered pursuant to
clause 21.3 (Financial statements) includes a profit and loss account, a balance sheet and
a cashflow statement and that, in addition, each set of such annual financial statements
shall be audited by the Auditors.
(b)Each set of financial statements delivered pursuant to clause 21.3 (Financial statements)
shall:
(i)be certified by a director of the relevant company as fairly presenting, its financial
condition and operations as at the date as at which those financial statements were
drawn up and, in the case of the annual financial statements, shall be accompanied
by any letter addressed to the management of the relevant company by the
Auditors and accompanying those financial statements; and
(ii)in the case of audited annual financial statements, not be the subject of any
material qualification in the Auditors’ opinion.
(c)Guarantor A (up to the Share Exchange Completion) and UK ListCo (on and from the
Share Exchange Completion) shall procure that each set of financial statements delivered
pursuant to clause 21.3 (Financial statements) shall be prepared using IFRS, accounting
practices and financial reference periods consistent with those applied in the preparation of
the Original Financial Statements, unless, in relation to any set of financial statements,
Guarantor A or UK ListCo (as applicable) notifies the Agent that there has been a change in
IFRS or the accounting practices and the Auditors deliver to the Agent:
(i)a description of any change necessary for those financial statements to reflect the
IFRS or accounting practices and reference periods upon which corresponding
Original Financial Statements were prepared; and
(ii)sufficient information, in form and substance as may be reasonably required by the
Agent, to enable the Lenders to determine whether clause 22 (Financial covenants)
has been complied with and to make an accurate comparison between the financial
position indicated in those financial statements and the Original Financial
Statements.
(d)Any reference in this Agreement to any financial statements shall be construed as a
reference to those financial statements as adjusted to reflect the basis upon which the
Original Financial Statements were prepared.
21.6Budget
(a)Subject to paragraph (d) below, Guarantor A (up to the Share Exchange Completion) and
UK ListCo (on and from the Share Exchange Completion) shall supply to the Agent, as
soon as the same become available but in any event before the start of each of its
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Financial Years, an electronic copy of its preliminary annual budget for that Financial Year.
Such budget will be for preliminary information purposes only and will not have been
reviewed and/or approved by the board of directors of Guarantor A (up to the Share
Exchange Completion) and UK ListCo (on and from the Share Exchange Completion).
Guarantor A or UK ListCo (as applicable) shall immediately upon the release of its annual
report and final budget for the relevant Financial Year supply the Agent with the final budget
as approved by its board of directors.
(b)Subject to paragraph (d) below, Guarantor A (up to the Share Exchange Completion) and
UK ListCo (on and from the Share Exchange Completion) shall ensure that each
preliminary budget for a Financial Year:
(i)is in a form reasonably acceptable to the Agent (and, for the avoidance of doubt,
the form of budget delivered to DNB Bank ASA on behalf of the Group for 2025 in
connection with the Group’s other financing arrangement, shall be deemed to be an
acceptable form) and includes:
(A)a projected consolidation profit and loss balance sheet and cashflow
projections and a cashflow statement for the Group;
(B)projected financial covenant calculations; and
(C)any other information reasonably requested by any Lender;
for that Financial Year and itemised for each calendar month of that Financial Year;
(ii)is prepared in accordance with IFRS and the accounting practices and financial
reference periods applied to financial statements under clause 21.3 (Financial
statements); and
(iii)has been approved by the board of directors of Guarantor A (up to the Share
Exchange Completion) or UK ListCo (on and from the Share Exchange
Completion).
(c)Subject to paragraph (d) below, if Guarantor A (up to the Share Exchange Completion) and
UK ListCo (on and from the Share Exchange Completion) updates or changes the budget,
it shall within not more than 5 days of the update or change being made deliver to the
Agent in sufficient copies each of the Lenders, such updated or changed budget together
with a written explanation of the main changes in that budget.
(d)Notwithstanding paragraphs (a) to (c) above, Guarantor A (up to the Share Exchange
Completion) and UK ListCo (on and from the Share Exchange Completion) shall only be
obliged to supply the Agent with a preliminary budget where such obligation will not (A) be
in breach of (i) applicable market abuse regulations and/or (ii) the Danish Financial
Supervisory Authority’s or other relevant authority’s interpretation of guidance requirements
for listed companies and/or (B) require Guarantor A (up to the Share Exchange
Completion) and UK ListCo (on and from the Share Exchange Completion) to make a
public disclosure under applicable market abuse regulation and/or the Danish Financial
Supervisory Authority’s or other relevant authority’s interpretation of disclosure on
guidance.
21.7Presentations
Once in every Financial Year, or more frequently if requested to do so by the Agent if the Agent
reasonably suspects a Default is continuing or may have occurred or may occur, the Obligors
shall procure that at least two directors of Guarantor A (up to the Share Exchange Completion)
and UK ListCo (on and from the Share Exchange Completion)  (one of whom shall be the chief
financial officer) give a presentation to the Finance Parties about the on-going business and
financial performance of the Group and any other matter which a Finance Party may reasonably
request.
21.8Year-end
The Borrower shall procure that each Financial Year-end of each Obligor and each Group
Member falls on the Accounting Reference Date.
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21.9Information: miscellaneous
The Borrower shall supply to the Agent (in sufficient copies for all the Lenders):
(a)at the same time as they are dispatched, copies of all documents dispatched by Guarantor
A (up to the Share Exchange Completion) and UK ListCo (on and from the Share
Exchange Completion) to its shareholders generally (or any class of them) or dispatched by
Guarantor A (up to the Share Exchange Completion) and UK ListCo (on and from the
Share Exchange Completion) or any Obligors to its creditors generally (or any class of
them);
(b)promptly upon becoming aware of them, the details of any litigation, arbitration or
administrative proceedings which are current, threatened or pending against any Group
Member, and which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect;
(c)promptly upon becoming aware of them, the details of any judgment or order of a court,
arbitral tribunal or other tribunal or any order or sanction of any governmental or other
regulatory body which is made against any Group Member and which is reasonably likely
to have a Material Adverse Effect;
(d)promptly, such information as the Agent or the Security Agent may reasonably require
about the Charged Property and compliance of the Obligors with the terms of any Security
Documents;
(e)promptly following a request, such further information regarding the financial condition,
assets and operations of the Group and/or any Group Member as any Finance Party
through the Agent may reasonably request and which can be delivered without breach of
any legally binding confidentiality restrictions and/or applicable market abuse regulations
on the part of an Obligor; and
(f)promptly, such further information as may be required by any banking supervisory laws and
regulations applicable to any Lender and/or as is in line with standard banking practice and
which can be delivered without breach of any applicable market abuse regulations and/or,
in the case of copies of a charter commitment or a summary of the terms of a charter
commitment, legally binding confidentiality restrictions, on the part of an Obligor.
21.10Notification of Default
(a)Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to
remedy it) promptly upon any Obligor becoming aware of its occurrence (unless that
Obligor is aware that a notification has already been provided by another Obligor).
(b)Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate
signed by two of its directors or senior officers of the Obligors’ Agent on its behalf certifying
that no Default is continuing (or if a Default is continuing, specifying the Default and the
steps, if any, being taken to remedy it).
21.11Sufficient copies
The Borrower, if so requested by the Agent, shall deliver sufficient copies of each document to
be supplied under the Finance Documents to the Agent to distribute to each of the Lenders and
the Hedging Providers.
21.12Direct electronic delivery by the Borrower
The Borrower may satisfy their obligation under this Agreement to deliver any information in
relation to a Lender by delivering that information directly to that Lender, as the case may be, in
accordance with clause 46.5 (Electronic communication) to the extent that Lender and the Agent
agree to this method of delivery.
21.13“Know your customer” checks
(a)If:
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(i)the introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this Agreement;
(ii)any change in the status of an Obligor (or of a Holding Company of an Obligor) or
the composition of the shareholders of an Obligor (or of a Holding Company of an
Obligor) after the date of this Agreement;
(iii)any internal policy of a Finance Party; or
(iv)a proposed assignment by a Lender or a Hedging Provider of any of its rights under
this Agreement or any Hedging Contract to a party that is not already a Lender or a
Hedging Provider prior to such assignment,
obliges the Agent, the Security Agent, or the relevant Hedging Provider or any Lender (or,
in the case of paragraph (iv) above, any prospective new Lender or the Security Agent) to
comply with “know your customer” or similar identification procedures in circumstances
where the necessary information is not already available to it (or, where such information
is not sufficiently up-to-date for the purpose of compliance with any banking supervisory
laws applicable to any Lender and/or standard banking practices), each Obligor shall
promptly upon the request of the Agent, the Security Agent, any Lender, any Hedging
Provider supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent (for itself or on behalf of any Lender, the Security
Agent or any Hedging Provider) or any Lender, the Security Agent or any Hedging
Provider (for itself or, in the case of the event described in paragraph (iv) above, on behalf
of any prospective new Lender or Hedging Provider) in order for the Agent, the Security
Agent, such Lender or any Hedging Provider or, in the case of the event described in
paragraph (iv) above, any prospective new Lender or Hedging Provider to carry out and
be satisfied it has complied with all necessary “know your customer” or other similar
checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.
(b)Each Finance Party shall, promptly upon the request of the Agent, the Security Agent or
any Lender, supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent, the Security Agent or any Lender (for itself) in order for
it to carry out and be satisfied it has complied with all necessary “know your customer” or
other similar checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.
(c)If the accession of such Additional Guarantor obliges the Agent, any Lender or any Hedging
Provider to comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it, Guarantor A
(up to the Share Exchange Completion) and UK ListCo (on and from the Share Exchange
Completion) shall promptly upon the request of the Agent, any Lender or any Hedging
Provider supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for
itself or on behalf of any prospective new Lender) or any Hedging Provider in order for the
Agent, such Lender or Hedging Provider or any prospective new Lender to carry out and be
satisfied it has complied with all necessary “know your customer” or other similar checks
under all applicable laws and regulations pursuant to the accession of such Subsidiary to
this Agreement as an Additional Guarantor.
21.14Green Loan Compliance Certificate and Green Loan Report
(a)The Borrower shall supply to the Agent in sufficient copies for all the Lenders, as soon as
the same becomes available but, subject to paragraph (b) below, in any event within 120
days after the end of their financial year, a Green Loan Compliance Certificate for that
financial year (namely, other than a Pre-Utilisation Green Loan Compliance Certificate).
(b)The first Green Loan Compliance Certificate in respect of a financial year (namely, other
than a Pre-Utilisation Green Loan Compliance Certificate) shall be delivered to the Agent in
respect of the financial year ending no less than 8 Months after the Utilisation Date.
(c)Each Green Loan Compliance Certificate in respect of a financial year (namely, other than
a Pre-Utilisation Green Loan Compliance Certificate) shall:
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(i)set out (in reasonable detail):
(A)the Borrower’s compliance with the Green Asset Criteria for the relevant
financial year (including relevant computations); and
(B)any Green Loan Margin Adjustment to be applied in accordance with clause
10.2 (Green Loan Margin Adjustment);
(ii)attach a correct and complete copy of the annual non-financial disclosure report
prepared by Guarantor A (up to the Share Exchange Completion) and UK ListCo
(on and from the Share Exchange Completion) and, in respect of the financial year
ending 31 December 2025 and each subsequent financial year, reviewed and
verified by the External Reviewer setting out the Borrower’s green loan-related
information for the relevant financial year in sufficient detail for the Lenders to
assess whether the Green Asset Criteria have been complied with by the Borrower
during that financial year (a Green Loan Report);
(iii)ensure that each Green Loan Report includes the following items, based on and
subject to availability of any relevant data (and if such relevant data is not available,
based on expected impact): installed capacity in MW or annual renewable
generation (MWh) and, if feasible, CO2 emissions saved; number of installed wind
turbines; fuel consumption and/or CO2 emissions; and other relevant emissions
such as Sox and Nox, PM; and
(iv)confirm that the Green Loan Report relating to the relevant financial year and
attached to the Green Loan Compliance Certificate is a correct and complete copy
of the original and has not been amended or superseded as at the date of the
Green Loan Compliance Certificate.
(d)Each Pre-Utilisation Green Loan Compliance Certificate shall comply with paragraph (c)
above except that references to historical data or prior periods shall be deemed to be data
in respect of, or references to, the 12 month period ending on the date of submission of the
Pre-Utilisation Green Loan Compliance Certificate.
(e)Each Green Loan Compliance Certificate shall be signed by two directors of the Borrower.
(f)Each Obligor shall supply to the Agent a copy of any amendments to or updated versions
of the Green Finance Second Party Opinion immediately upon receipt from the External
Reviewer.
21.15Green Loan Compliance Certificate Inaccuracy
(a)The Borrower (or the Obligors’ Agent on its behalf) shall notify the Agent upon becoming
aware of any inaccuracy in a Green Loan Compliance Certificate (a Green Loan
Compliance Certificate Inaccuracy). Such notice shall be provided together with:
(i)a description (in reasonable detail) of the relevant Green Loan Compliance
Certificate Inaccuracy; and
(ii)a revised Green Loan Compliance Certificate which complies with the requirements
of paragraphs (c)or (as applicable) (d) of clause 21.14 (Green Loan Compliance
Certificate and Green Loan Report) and which corrects the relevant Green Loan
Compliance Certificate Inaccuracy.
(b)Notwithstanding any other provision of this clause 21.15, a Green Loan Compliance
Certificate Inaccuracy shall not constitute a Default or an Event of Default.
21.16Green Loan Information
(a)The Borrower shall supply to the Agent within a reasonable time any additional information
which any Lender (through the Agent) may reasonably request in order to:
(i)determine and confirm if the Green Asset Criteria have been complied with by the
Borrower; or
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(ii)otherwise determine a Group Member’s compliance with its obligations under any
Green Loan Provision.
(b)The Borrower shall notify the Agent within a reasonable time:
(i)of becoming aware that an External Reviewer has threatened to terminate its
appointment, or that an External Reviewer’s appointment has been terminated; and
(ii)of the appointment of any successor External Reviewer.
(c)The Parties acknowledge and agree that the Agent, the Lenders and the Green Loan
Advisor may rely, without independent verification, upon the accuracy, adequacy and
completeness of the Green Loan Information, and that neither the Agent, the Lenders nor
the Green Loan Advisor:
(i)assumes any responsibility or has any liability for the Green Loan Information; or
(ii)has an obligation to conduct any appraisal of any Green Loan Information.
21.17Exposure reporting
Within 10 Business Days after each Financial Year-end and half-year end of the Borrower, the
Obligors shall supply to the Agent a report setting out (in reasonable detail) the aggregate of:
(a)the Loan;
(b)the Hedging Exposure of all the Hedging Providers; and
(c)the Ancillary Outstandings,
21.18in each case, as at the date of such report.
21.19Greenhouse gas emissions
(a)The Borrower shall, within 120 days after the end of each Financial Year, supply to the
Agent (which shall then supply to each Lender) all relevant data in respect of scope 1,
scope 2 and scope 3 greenhouse gas emissions (CO2e) for Guarantor A (up to the Share
Exchange Completion) and UK ListCo (on and from the Share Exchange Completion) in
respect of that Financial Year, measured in accordance with the principles of the GHG
Protocol.
(b)The information provided under this clause 21.18 shall be deemed to be Confidential
Information but the Borrower acknowledges and agrees that, in accordance with the GHG
Protocol, such information may form part of the information published by any Finance Party
regarding their portfolio climate alignment.
22Financial covenants
22.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 22 will be complied with throughout the
Facility Period.
22.2Financial definitions
In this clause 22:
Cash and Cash Equivalents means at any relevant time:
(a)cash in hand or on deposit with any bank;
(b)Cash Equivalent Investments;
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(c)any undrawn and available amounts under any committed revolving and overdraft credit
facilities; and
(d)any other instrument, security or investment approved by the Majority Lenders,
which is free from any Security Interest (with the exception of any Account Security relating to
the Earnings Account unless an Event of Default is continuing) and/or restrictions and to which
any Group Member is beneficially entitled at that time and which are readily available to Group
Members and capable of being applied against Financial Indebtedness, as demonstrated by the
then most recent Financial Statements.
Cash Equivalent Investments means at any time:
(a)certificates of deposit maturing within one year after the relevant date of calculation and
issued by an Acceptable Bank;
(b) any investment in marketable debt obligations issued or guaranteed by the government of
the United States of America, the United Kingdom, any member state of the European
Economic Area or any Participating Member State or by an instrumentality or agency of
any of them having an equivalent credit rating, maturing within one year after the relevant
date of calculation and not convertible or exchangeable to any other security;
(c)commercial paper not convertible or exchangeable to any other security:
(i)for which a recognised trading market exists;
(ii)issued by an issuer incorporated in the United States of America, the United
Kingdom, any member state of the European Economic Area or any Participating
Member State;
(iii)which matures within one year after the relevant date of calculation; and
(iv)which has a credit rating of either A-1 or higher by Standard & Poor’s Rating
Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors
Service Limited, or, if no rating is available in respect of the commercial paper, the
issuer of which has, in respect of its long-term unsecured and noncredit enhanced
debt obligations, an equivalent rating;
(d) any investment in money market funds which:
(i)have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or
F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service
Limited; and
(ii)invest substantially all their assets in securities of the types described in
paragraphs (a) to (c) above, to the extent that investment can be turned into cash
on not more than 30 days’ notice; or
(e)any stocks payable in a freely convertible and transferable currency and which are listed on
a stock exchange acceptable to the Majority Lenders.
EBITDA means, at any time and in respect of any Measurement Period, the consolidated profit
on ordinary activities of the Group before taxation for the twelve month period ending at the end
of such Measurement Period, but:
(a)adjusted to exclude interest receivable and interest payable and other similar income or
costs to the extent not already excluded;
85
(b)adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether
tangible or intangible);
(c)after adding back depreciation and amortisation charged which relates to such period;
(d)adjusted to exclude any exceptional, one-off, non-recurring or extraordinary items; and
(e)after deducting any profit arising out of the release of any provisions against a liability or
charge and adding back any provision relating to long term assets or contracts,
as shown in the then most recent Financial Statements relevant to the twelve month period
ending at the end of such Measurement Period.
Equity Ratio means, at any relevant time and in relation to a Measurement Period, the ratio of
(a) the Shareholders’ Equity to (b) Total Assets.
Financial Statements means any of the Annual Financial Statements and/or the Semi-Annual
Financial Statements referred to and defined as such in clause 21 (Information undertakings).
Gross Interest Bearing Debt means, at any relevant time, the interest bearing debt of the
Group calculated on a consolidated basis as set out in the then most recent Financial
Statements.
Measurement Period means each Financial Year of Guarantor A (up to the Share Exchange
Completion) or UK ListCo (on and from the Share Exchange Completion) and the first half year
of each Financial Year of Guarantor A (up to the Share Exchange Completion) or UK ListCo (on
and from the Share Exchange Completion) for which Financial Statements are to be delivered to
the Agent under clause 21.3 (Financial statements).
Net Interest Bearing Debt means, at any relevant time and in respect of a Measurement
Period, the Gross Interest Bearing Debt minus Cash and Cash Equivalents, each as set out in
the then most recent Financial Statements relevant to such Measurement Period.
Shareholders’ Equity means, at any time and in relation to a Measurement Period, the “total
shareholders’ equity” for the Group shown (on the basis of book values) in the then most recent
Financial Statements relevant to such Measurement Period.
Total Assets means, at any time and in relation to any Measurement Period, the aggregate of
“total assets” of the Group as shown (on the basis of book values) in the then most recent
Financial Statements relevant to such Measurement Period.
Working Capital means, at any time, the current assets less the current liabilities of the Group,
each as shown in, and calculated in accordance with, the then most recent Financial
Statements, but, adjusted by:
(a) not including in “current assets” any “restricted cash” and including in “current assets” any
undrawn and available amount of any committed loan or credit facility; and
(b)not including in “current liabilities” (i) advance payments received under charter
commitments which are classified as “current liabilities” under IFRS, (ii) “restricted cash”
related to derivatives exposure already adjusted for under “current assets” or (iii) any
“Current portion of long-term interest bearing debt” liabilities,
each as shown in the then most recent Financial Statements relevant to such Measurement
Period.
22.3Financial condition
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Guarantor A (up to the Share Exchange Completion) and UK ListCo (on and from the Share
Exchange Completion) shall (as applicable) ensure that throughout the Facility Period:
(a)Equity Ratio: at all times during and in respect of each Measurement Period, the Equity
Ratio shall be higher than 0.35:1.0;
(b)Liquidity: the Group (on a consolidated basis) maintains at all times Cash and Cash
Equivalents which are at all times not less than:
(i) if at any relevant time the ratio of (1) the total forward-looking anticipated cash
revenues of the Group from all legally binding and committed contracts for all the
Fleet Vessels for a Measurement Period excluding all options and conditional or
contingent payments (other than being conditional on performance of the relevant
Obligor’s or Group Member’s obligations under such charter commitments) and
adjusted on a full cash basis by excluding any part of the revenue already paid (as
the same is calculated by Guarantor A (up to the Share Exchange Completion) and
UK ListCo (on and from the Share Exchange Completion) to the satisfaction of the
Agent) to (2) Net Interest Bearing Debt for the same Measurement Period is equal
to or higher than 50%, the higher of €35,000,000 and 5% of the Gross Interest
Bearing Debt; and
(ii)at all other times, the higher of €50,000,000 and 7.5% of the Gross Interest Bearing
Debt; and
(c)Working Capital: at all times during and in respect of each Measurement Period, the
Working Capital shall be higher than zero (0).
22.4Financial testing
The financial covenants set out in clause 22.3 (Financial condition) shall be calculated in
accordance with IFRS and tested by reference to each of the consolidated financial statements
of Guarantor A or UK ListCo (as applicable) delivered pursuant to clause 21.3 (Financial
statements) and/or each Compliance Certificate delivered pursuant to clause 21.4 (Provision
and contents of Compliance Certificate).
23General undertakings
23.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 23 will be complied with by and in
respect of each Obligor and each other Group Member throughout the Facility Period.
23.2Use of proceeds
The proceeds of the Utilisation shall be used exclusively for the purposes specified in clause 3
(Purpose) and, if requested by the Agent, the Borrower shall promptly provide to the Agent any
supporting evidence requested to verify that the proceeds are being used for the financing or
refinancing of Green Assets.
23.3Authorisations
Each Obligor shall promptly:
(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b)supply certified copies to the Agent of,
any Authorisation required under any law or regulation of a Relevant Jurisdiction to:
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(i)enable it to perform its obligations under the Transaction Documents;
(ii)ensure the legality, validity, enforceability or admissibility in evidence of any
Transaction Document; and
(iii)carry on its business where failure to do so has, or is reasonably likely to have, a
Material Adverse Effect.
23.4Compliance with laws
Each Obligor shall (and shall ensure that each other Group Member will), comply in all respects
with all laws and regulations (including Environmental Laws) to which it may be subject where
failure to comply is reasonably likely to have a Material Adverse Effect.
23.5Anti-Corruption Laws and Anti-Money Laundering Laws
(a)No Obligor shall (and shall ensure that no other Group Member will) directly or indirectly:
(i)use the proceeds of the Loan for any purpose which would breach the Bribery Act
2010, the United States Foreign Corrupt Practices Act of 1977 or other similar
legislation in other jurisdictions; or
(ii)engage in activity or conduct which violates Anti-Corruption Laws or Anti-Money
Laundering Laws.
(b)Each Obligor shall (and shall ensure that each other Group Member will):
(i)conduct its businesses in compliance with Anti-Corruption Laws and Anti-Money
Laundering Laws; and
(ii)maintain policies and procedures designed to promote and achieve compliance
with such laws.
23.6Tax compliance
(a)Each Obligor shall (and shall ensure that each other Group Member will) pay and
discharge all Taxes imposed upon it or its assets within the time period allowed without
incurring penalties unless and only to the extent that:
(i)such payment is being contested in good faith;
(ii)adequate reserves are being maintained for those Taxes and the costs required to
contest them which have been disclosed in its latest financial statements delivered
to the Agent under clause 21.3 (Financial statements); and
(iii)such payment can be lawfully withheld.
(b)Except as approved by the Majority Lenders, each Obligor shall maintain its residence for
Tax purposes in the jurisdiction in which it is incorporated and ensure that it is not resident
for Tax purposes in any other jurisdiction.
23.7Change of business
Except as approved by all the Lenders (each such approval not to be unreasonably withheld or
delayed), no substantial change will be made to the general nature of the business of Guarantor
A and, on and from the Share Exchange Completion, UK ListCo, the Obligors or the Group
taken as a whole from that carried on at the date of this Agreement.
23.8Listing
(a)The common shares of Guarantor A shall remain listed on the Oslo Stock Exchange and
the New York Stock Exchange or such other stock exchange acceptable to the Majority
Lenders until the Share Exchange Completion.
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(b)On and from the Share Exchange Completion, the common shares of UK ListCo shall
remain listed on the Oslo Stock Exchange and the New York Stock Exchange or such other
stock exchange acceptable to the Majority Lenders.
23.9Merger and Permitted Reorganisation
(a)Subject to paragraph (b) below and except as approved by all the Lenders, no Obligor shall
(and the Obligors shall ensure that no other Group Member will) enter into any
amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or
corporate reconstruction (other than the solvent liquidation of any Group Member which is
not an Obligor so long as any payments or assets distributed as a result of such liquidation
or reorganisation are distributed to other Group Members).
(b)Guarantor A (and each relevant Group Member) may enter into the Permitted
Reorganisation provided that UK ListCo has or will, with effect from the Share Exchange
Completion, become an Additional Guarantor in accordance with the terms of clause 35.5
(Additional Guarantors), together with any documents and evidence of the type referred to
in Schedule 3 (Conditions precedent) in respect of such Additional Guarantor (other than as
signatory to the Accession Deed).
(c)In the event of application of paragraph (b) above, forthwith following the Agent’s request:
(i)the Obligors will enter into such documents documenting such variations and
arrangements, as may be requested by the Agent (acting on the instructions of the
Majority Lenders); and
(ii)the Obligors will deliver to the Agent such documents and evidence of the type
referred to in Schedule 3 (Conditions precedent) in relation to the documents
referred to in paragraph (i) above as may be requested by the Agent (acting on the
instructions of the Majority Lenders),
in each case, in a form and substance satisfactory to the Agent and at the cost and
expense of the Borrower.
(d)The Borrower shall procure that the Permitted Reorganisation is completed in an approved
manner within 6 months of the Share Exchange Completion.
(e)In the case of UK ListCo only, UK ListCo may enter into an amalgamation, demerger,
merger, consolidation, redomiciliation, legal migration or corporate reconstruction if:
(i)it is to be the surviving entity of such action;
(ii)such action does not and would not be reasonably likely to cause a Material
Adverse Effect;
(iii)satisfactory “know your customers” checks by the Lenders have been completed;
and
(iv)no Default exists at the time of such action or would result from the same.
23.10Further assurance
(a)Each Obligor shall promptly do all such acts or execute all such documents (including
assignments, transfers, mortgages, charges, notices and instructions) as the Agent or the
Security Agent may reasonably specify (and in such form as the Security Agent may
reasonably require in favour of the Security Agent or its nominee(s)):
(i)to perfect the Security Interests created or intended to be created by that Obligor
under, or evidenced by, the Security Documents (which may include the execution
of a mortgage, charge, assignment or other security over all or any of the assets
which are, or are intended to be, the subject of the Security Documents) or to
protect or ensure the priority of such Security Interests or for the exercise of any
rights, powers and remedies of the Security Agent and/or any other Finance Parties
provided by or pursuant to the Finance Documents or by law;
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(ii)to confer on the Security Agent and/or any other Finance Parties Security Interests
over any property and assets of that Obligor located in any jurisdiction equivalent or
similar to the Security Interest intended to be conferred by or pursuant to the
Security Documents;
(iii)to facilitate the realisation of the assets which are, or are intended to be, the
subject of the Security Documents; and/or
(iv)to facilitate the accession by a New Lender to any Security Document following an
assignment in accordance with clause 34.1 (Assignments by the Lenders).
(b)Each Obligor shall take all such action as is available to it (including making all filings and
registrations) as may be necessary for the purpose of the creation, perfection, protection or
maintenance of any Security Interest (or the priority of any Security Interest) conferred or
intended to be conferred on the Security Agent and/or any other Finance Parties by or
pursuant to the Finance Documents.
23.11Negative pledge in respect of Charged Property
Except as approved by the Lenders and except for Permitted Security Interests, no Obligor will
grant or allow to exist any Security Interest over any Charged Property.
23.12Environmental and social matters
(a)The Borrower shall inform the Agent in writing promptly, and in any event no later than
three (3) Business Days from the date of the Borrower’s discovery thereof, of any of the
following events:
(i)an Environmental Incident;
(ii)a Social Incident;
(iii)a Environmental Claim;
(iv)a Social Claim; and/or
(v)a IMO Code Claim.
(b)The Borrower shall, if requested by the Agent (on behalf of any of the Lenders), address
any Environmental Incident, Environmental Claim, Social Incident, Social Claim or IMO
Code Claim through a Corrective Action Plan developed by the Borrower within sixty (60)
days after such incident or claim occurred or such other date mutually agreed between the
parties. The Corrective Action Plan shall be in form and substance satisfactory to the Agent
(on behalf of the relevant Lender) and the Borrower shall ensure that the Corrective Action
Plan is diligently pursued. Any breach of any obligations under this clause may cause a
request for mandatory prepayment in accordance with clause 8.10 (Mandatory prepayment
– Environmental and Social Incidents and Claim) but will not be an Event of Default under
clause 32.5 (Other obligations).
(c)The Borrower shall (and shall procure that each Manager and Bareboat Charterer shall) (i)
comply in all respects with all Environmental Laws and Social Laws applicable to any of
them or the Ship, including without limitation, requirements relating to manning and (ii)
obtain, maintain and ensure compliance with all requisite Environmental Approvals
applicable to any of them and/or the Ship and (iii) maintain or implement procedures to
monitor compliance with and to prevent liability under any Environmental Laws, Social
Laws and the EU Ship Recycling Regulation or the Hong Kong International Convention for
the Safe and Environmentally Sound Recycling of Ships 2009.
23.13Sanctions
(a)No Obligor shall, and each Obligor shall ensure that no other Group Member nor any of
their respective directors or officers shall, and the Obligors shall use reasonable
endeavours to procure that none of their respective employees shall, take any action, make
any omission or use (directly or indirectly) any proceeds of the Loan (or lend, contribute or
otherwise make available all or any part of such proceeds to any person) in a manner that:
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(i)is a breach of Sanctions; and/or
(ii)causes (or will cause or would reasonably be expected to cause) a breach of
Sanctions by any Finance Party.
(b)No Obligor shall (and each Obligor shall ensure that no other Group Member nor any of
their respective directors and officers shall) take any action or make any omission that
results, or is reasonably likely to result, in it or any Finance Party becoming a Restricted
Party.
(c)Each Obligor shall ensure that it shall not use any revenue or benefit derived from any
activity or dealing with a Restricted Party for the purpose of discharging amounts owing to
any Finance Party in respect of the Facility.
(d)Each Obligor shall, and shall procure that each other Group Member will, promptly upon
becoming aware of the same, supply to the Agent details of any claim, action, suit,
proceedings or investigation against it with respect to Sanctions.
(e)Each Obligor shall implement and maintain appropriate safeguards designed to prevent
any action that would be contrary to paragraphs (a) to (d) above.
23.14Declassification Event
(a)On and at any time after the occurrence of a Declassification Event the Agent may, and
shall if so directed by the Majority Lenders, by notice to the Borrower declassify the Loan
as a “green loan”.
(b)With effect on and from the Declassification Date:
(i)clause 10.2 (Green Loan Margin Adjustment) and each Green Loan Provision shall
cease to apply; and
(ii)a Green Loan Margin Adjustment increasing the applicable Margin pursuant to
clause 10.2(a)(ii)(Green Loan Margin Adjustment) will apply to the Loan.
(c)If a Voluntary Declassification Event occurs, the Facility may not be re-classified as a
“green loan” on or after the applicable Declassification Date except with the prior written
approval of all the Lenders.
(d)If a Mandatory Declassification Event occurs:
(i)clause 10.2 (Green Loan Margin Adjustment) and each Green Loan Provision shall
cease to apply; and
(ii)a Green Loan Margin Adjustment increasing the applicable Margin pursuant to
clause 10.2(a)(ii)(Green Loan Margin Adjustment) will apply to the Loan,
(iii)provided that the Green Loan Provisions shall be reinstated within 10 Business Days
(and the Green Loan Margin Adjustment shall cease to apply in accordance with clause
10.2 (Green Loan Margin Adjustment)) following the Borrower’s delivery of a Green Loan
Compliance Certificate evidencing compliance with the Green Asset Criteria.
(e)For the avoidance of doubt, paragraphs (b) and (d) above shall not prevent the application
of clause 10.2 (Green Loan Margin Adjustment) for the purposes of the adjustment of the
applicable Margin or any commitment fee as a result of a Declassification Event.
23.15Green Loan publicity
The Borrower shall not (and shall ensure that no other Group Member will) make any disclosure
that references the Facility or the Loan as a “green loan” at any time on or after a
Declassification Event that has occurred and is continuing.
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23.16People with Significant Control (PSC) regime
Each Obligor and each other Group Member shall:
(a)within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the
Companies Act 2006 from any Obligor incorporated in the United Kingdom; and
(b)promptly provide the Agent with a copy of that notice.
24Dealings with Ship
24.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 24 will be complied with in relation to
the Ship throughout the Ship’s Mortgage Period. Where the Ship is subject to a Bareboat
Charter, all undertakings in this clause 24 given by the Borrower will be deemed to also be given
by the relevant Bareboat Charterer under such Bareboat Charter.
24.2Ship’s name and registration
(a)The Ship’s name shall only be changed after prior notice to the Agent and, the Borrower
shall promptly take all necessary steps to update all applicable insurance, class and
registration documents with such change of name.
(b)The Ship shall be permanently registered in the name of the Borrower with the relevant
Registry under the laws of its Flag State. Except with approval of all the Lenders, the Ship
shall not be registered under any other flag or at any other port or fly any other flag (other
than that of its Flag State as at the date of this Agreement) provided that no such approval
shall be required for the registration of the Ship under the flag of another Approved Flag
State as long as replacement Security Interests are granted in respect of the Ship (which
are, in the opinion of the Lenders, equivalent to those in place prior to such registration) in
favour of the Finance Parties immediately following the registration of the Ship under the
flag of that Approved Flag State and at the cost and expense of the Borrower. If that
registration is for a limited period, it shall be renewed at least 45 days before the date it is
due to expire and the Agent shall be notified of that renewal at least 30 days before that
date.
(c)Nothing will be done and no action will be omitted if that might result in such registration
being forfeited or imperilled or the Ship being required to be registered under the laws of
another state of registry.
(d)The Ship, if subject to a Bareboat Charter, may be registered under a parallel registration
regime following approval of such parallel registration regime and relevant applicable
jurisdictions by the Majority Lenders provided that the Majority Lenders (acting reasonably)
are satisfied that prior to such registration:
(i)the Finance Parties’ interests under the Finance Documents (including the
Mortgage and other Transaction Security) are not adversely affected by such
parallel registration;
(ii)any amendments to the Finance Documents have been entered into by the
Obligors and such documents of the type referred to in Schedule 3 (Conditions
precedent) in respect of such amendments have been delivered by the Borrower to
the Agent, as may be required by the Majority Lenders in their reasonable
discretion; and
(iii)the Lenders have received satisfactory legal opinions from all relevant jurisdictions
in respect of such parallel flagging and the impact it may have on the Security
Documents and the Finance Parties’ interests under the Finance Documents.
24.3Sale or other disposal of the Ship
Except:
(a)with approval of all the Lenders; or
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(b)for the sale of the Ship for a cash price payable on completion of the sale which is no
less than the amount required to discharge all outstanding obligations of the Obligors under
the Finance Documents or where all Finance Parties are satisfied (in their sole discretion)
that all outstanding obligations of the Obligors under the Finance Documents shall be so
discharged on completion of the sale and in each case provided no Event of Default is
continuing,
the Borrower will not sell, transfer, abandon or otherwise dispose of the Ship or any share or
interest in the Ship, or agree to do so, but the Borrower may enter into an agreement for the
sale of the Ship if the Borrower is otherwise in compliance with this clause 24.3.
24.4Manager
A manager of the Ship shall not be appointed unless that manager is Guarantor A or any other
Group Member who, in any such case, is the Bareboat Charterer of the Ship and a Guarantor,
or such other person has been approved by the Majority Lenders (such approval not to be
unreasonably withheld or delayed) and unless the terms of its appointment are approved by the
Majority Lenders and (unless that manager is a Guarantor) it has delivered a duly executed
Manager’s Undertaking to the Security Agent. The Borrower shall not agree to any change to
the terms of appointment of a manager (including any Management Agreement) which have
been approved unless such change is also approved.
24.5Copy of Mortgage on board
A properly certified copy of the Ship’s Mortgage (or, in the case of the Mortgage under Danish
law which is in digitalised form, an apostilled certificate of registration (Da: Registreringsattest)
confirming the Mortgage and a certificate from the Danish Maritime Authority containing an
exact replica of the registered letter of indemnity regarding the vessel (Da: Eksakt gengivelse af
registreret digitalt skadesløsbrev i skib)) shall be kept on board the Ship with its papers and
shown to anyone having business with the Ship which might create or imply any commitment or
Security Interest over or in respect of the Ship (other than a lien for crew’s wages and salvage)
and to any representative of the Agent or the Security Agent.
24.6Notice of Mortgage
A framed printed notice of the Ship’s Mortgage shall be prominently displayed in the navigation
room and in the Master’s cabin of the Ship. The notice must be in plain type and read as follows:
“NOTICE OF MORTGAGE
This Ship is subject to a First Mortgage in favour of [name of mortgagee] of [insert address of
mortgagee]. Under the said mortgage and related documents, neither the Borrower nor any
charterer nor the Master of this Ship has any right, power or authority to create, incur or permit
to be imposed upon this Ship any commitments or encumbrances whatsoever other than for
crew’s wages and salvage.
No-one will have any right, power or authority to create, incur or permit to be imposed upon the
Ship any lien whatsoever other than for crew’s wages and salvage.”
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24.7Conveyance on default
Where the Ship is (or is to be) sold in exercise of any power conferred by the Security
Documents, the Borrower shall, upon the Security Agent’s request, immediately execute such
form of transfer of title to the Ship as the Security Agent may require.
24.8Chartering
(a)Except with approval by the Majority Lenders, the Borrower shall not enter into any charter
commitment for the Ship (other than an Initial Bareboat Charter, any other Bareboat
Charter (excluding a JV Bareboat Charter) in accordance with paragraph (b) below or a JV
Bareboat Charter in accordance with paragraph 24.8(c) below); and the Borrower shall
procure that any Bareboat Charterers (as disponent owners) shall not enter into any charter
commitment for the Ship, which is:
(i)a bareboat or demise charter or passes possession and operational control of the
Ship to another person; or
(ii)to another Group Member.
(b)The Borrower may enter into a Bareboat Charter for the Ship other than the Initial Bareboat
Charter provided that:
(i)the terms of such Bareboat Charter are substantially the same as those of the
Initial Bareboat Charter or are approved by the Majority Lenders (such approval not
to be unreasonably withheld);
(ii)such Bareboat Charter provides for a level of charter hire which, for the entire tenor
of the same, is not less than the relevant Minimum Bareboat Charter Hire;
(iii)the Bareboat Charterer in respect of such Bareboat Charter is Guarantor A or a
wholly-owned (direct or indirect) Subsidiary of Guarantor A (prior to the Guarantor
C Acquisition) and UK ListCo or a wholly-owned (direct or indirect) Subsidiary of
UK ListCo (on and from the Guarantor C Acquisition);
(iv)where such Bareboat Charter is with a Group Member that is not a Guarantor, such
Group Member has become an Additional Guarantor in accordance with the terms
of clause 35.5 (Additional Guarantors); and
(v)each of the additional requirements set out in paragraph (d) below are complied
with.
(c)The Borrower may enter into a bareboat charter in respect of the Ship with a bareboat
charterer which is a joint venture local entity (a JV Bareboat Charter) where this is
required by local law to operate the Ship in a specific jurisdiction and provided that:
(i)the terms of such JV Bareboat Charter are substantially the same as those of the
Initial Bareboat Charter or are approved by the Majority Lenders (such approval not
to be unreasonably withheld);
(ii)such JV Bareboat Charter provides for a level of hire which, for the entire tenor of
the same, is not less than the relevant Minimum Bareboat Charter Hire;
(iii)Guarantor A (prior to the Guarantor C Acquisition) or UK ListCo (on and from the
Guarantor C Acquisition) owns legally and beneficially (directly or indirectly) no less
than 51% of each of the issued share capital and the voting share capital in, and
has control over, the Bareboat Charterer under such JV Bareboat Charter;
(iv)where such JV Bareboat Charter is with a Group Member that is not already a
Guarantor, such Group Member has become an Additional Guarantor in
accordance with the terms of clause 35.5 (Additional Guarantors); and
(v)the Borrower provides or procures the provision by the Bareboat Charterer of such
JV Bareboat Charter and such other documents and evidence and security in
respect of such charter as the Agent (acting on the instructions of the Majority
Lenders in their sole discretion) shall require.
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(d)Further, without prejudice to the rights of the Finance Parties under the provisions of
paragraph (a), (b) or (c) above and any other provisions of the Finance Documents, the
Borrower shall advise the Agent promptly of any Bareboat Charter or Charter in respect of
the Ship (other than the Initial Bareboat Charter and the Initial Charter for the Ship) entered
into by the Borrower or the Bareboat Charterer as disponent owner of the Ship, and the
Borrower shall:
(i)deliver a copy of each such Bareboat Charter or, to the extent that such disclosure
does not constitute a breach of the relevant Charter, a description of the main
terms of each such Charter to the Agent forthwith after its execution;
(ii)in the case of a Bareboat Charter where the Bareboat Charterer has not already
provided a General Assignment forthwith thereafter procure that the Bareboat
Charterer executes a General Assignment in favour of the Security Agent;
(iii)in the case of a Bareboat Charter, forthwith thereafter execute any notice of
assignment required in connection therewith pursuant to the Borrower’s General
Assignment serve such notice of assignment on the relevant Bareboat Charterer
and obtain an acknowledgement of such notice by such Bareboat Charterer (and
for the avoidance of doubt if the Borrower fails to give such notice within a
reasonable time, the Agent may, and shall if so directed by the Majority Lenders,
serve any such notice of assignment on the relevant Bareboat Charterer under
such Bareboat Charter in a timely manner);
(iv)in the case of a Charter (and any Charter Guarantee in respect of such Charter)
and provided that an assignment of the Earnings of such Charter or such Charter
Guarantee (as applicable) will not constitute a breach of such Charter or such
Charter Guarantee (but without prejudice to the requirements of paragraph (e)
below), forthwith thereafter execute or procure that the relevant Bareboat Charterer
execute any notice of assignment of the Earnings or, where paragraph (e)(ii) below
applies, all the rights, of such Charter and such Charter Guarantee as required in
connection therewith pursuant to the Borrower’s or Bareboat Charterer’s General
Assignment, as applicable;
(v)in the case of a Charter (and any Charter Guarantee in respect of such Charter)
and provided that an assignment of the Earnings of such Charter or such Charter
Guarantee (as applicable) will not constitute a breach of such Charter or such
Charter Guarantee (but without prejudice to the requirements of paragraph (e)
below), forthwith thereafter, serve or procure the service of any such notice of
assignment of the Earnings of such Charter and such Charter Guarantee by the
relevant Bareboat Charterer on the relevant Charterer under such Charter and on
the relevant Charter Guarantor under such Charter Guarantee, and:
(A)unless paragraph (B) below applies, use its reasonable endeavours to
procure the receipt of the acknowledgement of such notice by such
Charterer and such Charter Guarantor; and
(B)where a Quiet Enjoyment Agreement has been or will be entered into in
respect of such Charter, procure the receipt of the acknowledgement of such
notice by such Charterer and such Charter Guarantor forthwith,
(C)(and for the avoidance of doubt if the Borrower or Bareboat Charterer fails to
give such notice within a reasonable time, the Agent may, and shall if so directed by
the Majority Lenders, serve any such notice of assignment on the relevant
Charterer under such Charter and on the relevant Charter Guarantor under such
Charter Guarantee in a timely manner);
(vi)deliver to the Agent such documents and evidence of the type referred to in
Schedule 3 (Conditions precedent), in relation to any such General Assignment or
any other related matter referred to in this clause 24.8(d), as the Agent (acting on
the instructions of the Majority Lenders in their reasonable discretion) shall require;
and
(vii)pay on the Agent’s demand all legal costs and other costs (pre-approved by the
Borrower or the Obligors’ Agent on its behalf, such approval not to be unreasonably
withheld or delayed) of the Agent and/or the Security Agent in connection with or in
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relation to any such Charter, Bareboat Charter or General Assignment or any other
related matter referred to in this clause 24.8(d).
(e)Notwithstanding any other provision in this Agreement, the Borrower shall, and shall
procure that any relevant Bareboat Charterer shall:
(i)unless paragraph (ii) below applies, use commercially reasonable efforts to procure
that:
(A)any Charter (and any Charter Guarantee in respect of such Charter) entered
into by the Borrower or Bareboat Charterer following the date of this
Agreement is governed by English law and that its Earnings are freely
assignable by the Borrower or Bareboat Charterer (as applicable) to the
Security Agent, without the need for the relevant Charterer’s or relevant
Charter Guarantor’s (as applicable) consent; or
(B)the main terms of any such Charter (and any Charter Guarantee in respect
of such Charter) can be disclosed by the Borrower or Bareboat Charterer (as
applicable) to the Finance Parties in accordance with the terms of this
Agreement;
(ii)where a charterer in respect of any charter commitment entered into by the
Borrower or Bareboat Charterer following the date of this Agreement requires that a
quiet enjoyment agreement be entered into as a condition to permitting the
Mortgage over the Ship and/or to an assignment of any rights under such charter
commitment, use all commercially reasonable efforts to procure that, subject to the
entry into the relevant Quiet Enjoyment Agreement, all the rights (including to
Earnings) of the Borrower or Bareboat Charterer under such charter commitment
and any relevant guarantee in respect of such charter commitment are freely
assignable or, where, despite the use of all commercially reasonable efforts by the
Borrower or Bareboat Charterer, the relevant charterer does not accept such
assignment of all the rights of the Borrower or Bareboat Charterer under such
charter commitment and any guarantee in respect of such charter commitment,
procure that, subject to the entry into the relevant Quiet Enjoyment Agreement, all
the rights of the Borrower or Bareboat Charterer to receive Earnings under such
charter commitment and any relevant guarantee in respect of such charter
commitment are freely assignable;
(iii)where paragraph (ii) above applies and such charter commitment and any
guarantee in respect of such charter commitment is a Charter or a Charter
Guarantee, respectively, comply with the provisions of paragraphs (d)(iv) and (d)(v)
above in respect of such Charter and Charter Guarantee; and
(iv)where paragraph (ii) above applies in respect of a charter commitment and the
same and any guarantee in respect of such charter commitment is not a Charter or
a Charter Guarantee, respectively, procure that notice of the assignment of the
Borrower or (as the case may be) the Bareboat Charterer’s rights under such
charter commitment or guarantee or, as applicable, the Borrower or (as the case
may be) Bareboat Charterer’s rights to receive Earnings under such charter
commitment or moneys under such guarantee, is included in the relevant Quiet
Enjoyment Agreement and acknowledged by the relevant charterer or charter
guarantor, respectively, by their execution of such Quiet Enjoyment Agreement
(such notice and acknowledgement wording to be based on the wording included in
paragraph 3 of the BIMCO Standard Form Quiet Enjoyment Letter for Ship
Financing applicable on the date of this Agreement).
(f)Without prejudice to the provisions of paragraph (e) above where any charterer in respect
of a charter commitment (other than a Bareboat Charter) to be entered into by the Borrower
or Bareboat Charterer following the date of this Agreement requires a quiet enjoyment
agreement as a condition to permitting the Mortgage over the Ship (and/or to the
assignment of any rights under such charter commitment), the Borrower or Bareboat
Charterer shall, as soon as reasonably practicable after becoming aware of such
requirement and in any event prior to the entry into such charter commitment, inform the
Agent of such requirement.
(g)Notwithstanding any term of any Quiet Enjoyment Agreement, any costs or expenses
arising out of or in connection with any Quiet Enjoyment Agreement shall be paid by the
Borrower in accordance with clause 18 (Costs and expenses).
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24.9Lay up
Except with approval, the Ship shall not be laid up cold.
24.10Sharing of Earnings
Except with approval, the Borrower shall not enter into any arrangement under which its
Earnings from the Ship may be shared with anyone else.
24.11Payment of Earnings
(a)The Borrower’s Earnings from the Ship shall be paid in the way required pursuant to clause
28.5 (Payment of charter earnings).
(b)If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent
or the Agent (as the case may be), if it requires this after the Earnings have become
payable to it pursuant to clause 28.5 (Payment of Charter Earnings).
24.12Inventory of Hazardous Materials
An Inventory of Hazardous Materials shall be maintained in relation to the Ship provided that if
such certificate is not available at the start of the Ship’s Mortgage Period, an Inventory of
Hazardous Material will be obtained at the next dry-docking of the Ship.
24.13Sustainable and socially responsible dismantling of ships
(a)The Ship, each Fleet Vessel and any other vessel controlled by the Group will, when it is to
be scrapped or when sold to an intermediary with the intention of being scrapped, be
recycled at a recycling yard which conducts its recycling business in a socially and
environmentally responsible manner in accordance with the provisions of The Hong Kong
International Convention for the Safe and Environmentally Sound Recycling of Ships 2009
(whether or not it is in force) and, if applicable, the EU Ship Recycling Regulation and, if
applicable, the Ship Recycling Facilities Regulations 2015.
(b)The Borrower shall ensure, prior to any dismantling contract in respect of any Fleet Vessel
being entered into by the relevant Group Member, that the Finance Parties receive a
statement from an independent third party expert acceptable to the Finance Parties
confirming that the relevant shipyard/dismantling yard complies with the requirements for
such yards as set out in the Hong Kong International Convention for the safe and
Environmentally Sound Recycling of Ships 2009 (whether or not it is in force) and/or, if
applicable, the EU Ship Recycling Regulation.
24.14Poseidon Principles
(a)If applicable to the Ship, the Borrower shall, upon the request of the Agent (at the request
of any Lender) and at the cost of the Borrower, on or before 31 July in each calendar year,
supply or procure the supply to the Agent of all information necessary in order for that
Lender to comply with its obligations under the Poseidon Principles in respect of the
preceding year, including, without limitation, all vessel fuel oil consumption data required to
be collected and reported in accordance with Regulation 22A of Annex VI and any
Statement of Compliance, in each case relating to the Ship for the preceding calendar year.
(b)No Lender shall publicly disclose such information with the identity of the Ship without the
prior written consent of the Borrower. Such information shall be “Confidential Information”
for the purposes of clause 51 (Confidential Information) but the Borrower acknowledges
that, in accordance with the Poseidon Principles, such information will form part of the
information published regarding the relevant Lender’s portfolio climate alignment.
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25Condition and operation of Ship
25.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 25 will be complied with in relation to
the Ship throughout the Ship’s Mortgage Period. Where the Ship is subject to a Bareboat
Charter, all undertakings in this clause 25 given by the Borrower will be deemed to also be given
by the relevant Bareboat Charterer under such Bareboat Charter.
25.2Defined terms
In this clause 25 and in Schedule 3 (Conditions precedent):
applicable code means any code or prescribed procedures required to be observed by the
Ship or the persons responsible for its operation under any applicable law (including but not
limited to those currently known as the ISM Code and the ISPS Code).
applicable law means all laws and regulations applicable to vessels registered in the Ship’s
Flag State or which for any other reason apply to the Ship or to its condition or operation at any
relevant time.
applicable operating certificate means any certificates, vessel response plans, or other
document relating to the Ship or its condition or operation required to be in force under any
applicable law or any applicable code.
25.3Repair
The Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship
and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment
shall be sufficient to ensure that the Ship’s value is not reduced.
25.4Modification
Except with approval, the structure, type or performance characteristics of the Ship shall not be
modified in a way which could or might materially alter the Ship or materially reduce its value.
25.5Removal of parts
Except with approval, no material part of the Ship or any equipment (except for equipment that
is temporarily installed for the purpose of fulfilling a charterparty or employment contract) shall
be removed from the Ship if to do so would materially reduce its value unless at the same time it
is replaced with equivalent parts or equipment owned by the Borrower free of any Security
Interest (except under the Security Documents) or such removal is a temporary removal of
equipment which is to be repaired.
25.6Third party owned equipment
Except with approval, equipment owned by a third party shall not be installed on the Ship if it
cannot be removed without risk of causing damage to the structure or fabric of the Ship or
incurring significant expense.
25.7Maintenance of class; compliance with laws and codes
The Ship’s class shall be the Ship’s Classification with the relevant Classification Society. The
Ship and every person who owns, operates or manages the Ship shall comply with all applicable
laws and the requirements of all applicable codes. There shall be kept in force and on board the
Ship or in such person’s custody any applicable operating certificates which are required by
applicable laws or applicable codes to be carried on board the Ship or to be in such person’s
custody.
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25.8Surveys
The Ship shall be submitted to continuous surveys and any other surveys which are required for
it to maintain the Classification as its class. Copies of reports of those surveys shall be provided
promptly to the Agent if it so requests.
25.9Inspection and notice of dry-docking
The Agent and/or surveyors or other persons appointed by it for such purpose shall be allowed
to board the Ship at all reasonable times (without interfering with the normal operations and
trading of the Ship unless an Event of Default is continuing) to inspect it and given all proper
facilities needed for that purpose but always provided that the Agent and/or such surveyors or
other persons appointed by the Agent shall sign a waiver and/or hold harmless letter in such
form provided by the Borrower’s insurers prior to boarding the Ship. Unless an Event of Default
is continuing, the Borrower shall only be required to cover the costs of one such inspection per
Ship in every calendar year.
25.10Discharge of liabilities
All debts, damages, liabilities and outgoings which have given, or may give, rise to maritime,
statutory or possessory liens on, or claims enforceable against, the Ship, its Earnings or
Insurances shall be promptly paid and discharged.
25.11Release from arrest
The Ship, its Earnings and Insurances shall be released from any arrest, detention, attachment
or levy, and any legal process against the Ship shall be discharged as soon as possible and in
any event not later than 30 Business Days thereafter (or such longer period as may be
approved), by whatever action is required to achieve that release or discharge.
25.12Information about the Ship
The Borrower shall give the Agent, within a reasonable time of its request, any additional
information which it may reasonably require about the Ship or its employment, position, use or
operation, including details of towages and salvages, and copies of all its charter commitments
entered into by or on behalf of any Obligor and copies of any applicable operating certificates.
25.13Notification of certain events
The Borrower shall give the Agent prompt notice of:
(a)any damage to the Ship where the cost of the resulting repairs may exceed the Major
Casualty Amount for the Ship;
(b)any occurrence which may result in the Ship becoming a Total Loss;
(c)any requisition of the Ship for hire;
(d)any material Environmental Incident involving the Ship and any material Environmental
Claim being made in relation to such an incident;
(e)any withdrawal or threat to withdraw any applicable operating certificate which is material
for the operation of the Ship and such operating certificate is not reinstated within 15 days;
(f)if requested by the Agent, a copy of any operating certificate required under any applicable
code;
(g)the receipt of notification that any application for such a certificate which is material for the
operation of the Ship has been refused and such operating certificate is not obtained within
15 days;
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(h)any requirement or recommendation made in relation to the Ship by any insurer or the
Ship’s Classification Society or by any competent authority which is not, or cannot be,
complied with in the manner or time required or recommended;
(i)any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien
or other claim on the Ship or its Earnings or Insurances; and
(j)any Social Claim or Social Incident.
25.14Payment of outgoings
All tolls, dues and other outgoings whatsoever in respect of the Ship and its Earnings and
Insurances shall be paid promptly. Proper accounting records shall be kept of the Ship and its
Earnings.
25.15Repairers’ liens
Except with approval, the Ship shall not be put into any other person’s possession for work to be
done on the Ship if the cost of that work will exceed or is likely to exceed the Major Casualty
Amount for the Ship unless:
(a)that person gives the Security Agent a written undertaking in approved terms not to
exercise any lien on the Ship or its Earnings for any of the cost of such work; or
(b)it is demonstrated to the Agent’s reasonable satisfaction that funds will be available to meet
the full cost of that work, whether from insurers or otherwise.
25.16Lawful use
The Ship shall not be employed:
(a)in any way or in any activity which is unlawful under international law or the domestic laws
of any relevant country;
(b)by or for the benefit of a Restricted Party;
(c)in any trade to or from a Sanctioned Country;
(d)in any trade which could expose the Ship, Obligor, Finance Party, Manager (provided that
such Manager is not a Group Member), the crew or the insurers to enforcement
proceedings or any other consequences whatsoever arising from Sanctions;
(e)in carrying illicit or prohibited goods;
(f)in a way which may make it liable to be condemned by a prize court or destroyed, seized or
confiscated; or
(g)if there are hostilities in any part of the world (whether war has been declared or not), in
carrying contraband goods,
and the persons responsible for the operation of the Ship shall take all necessary and proper
precautions to ensure that this does not happen, including participation in industry or other
voluntary schemes available to the Ship and in which leading operators of vessels operating
under the same flag or engaged in similar trades generally participate at the relevant time.
25.17War zones
Except with approval by all the Lenders the Ship shall not enter or remain in any zone which has
been declared a war zone by any government entity or the Ship’s war risk insurers. If approval is
granted for it to do so, any requirements of the Agent and/or the Ship’s insurers necessary to
ensure that the Ship remains properly insured in accordance with the Finance Documents
(including any requirement for the payment of extra insurance premiums) shall be complied with.
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26Insurance
26.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 26 shall be complied with in relation to
the Ship and its Insurances throughout the Ship’s Mortgage Period. Where the Ship is subject to
a Bareboat Charter, all undertakings in this clause 26 given by the Borrower will be deemed to
also be given by the relevant Bareboat Charterer under such Bareboat Charter.
26.2Insurance terms
In this clause 26:
excess risks means the proportion (if any) of claims for general average, salvage and salvage
charges not recoverable under the hull and machinery insurances of a vessel in consequence of
the value at which the vessel is assessed for the purpose of such claims exceeding its insured
value.
excess war risk P&I cover means cover for claims only in excess of amounts recoverable
under the usual war risk cover including (but not limited to) hull and machinery, crew and
protection and indemnity risks.
hull cover means insurance cover against the risks identified in paragraph (a) of clause 26.3
(Coverage required), including hull and machinery, hull interest and/or freight interest in such
percentages as approved by the Lenders.
minimum hull cover means in relation to the Ship, an amount equal at the relevant time to one
hundred and ten per cent. (110%) of the aggregate of (a) the Loan, (b) the Hedging Exposures
of all of the Hedging Providers at that time and (c) the Ancillary Outstandings.
P&I risks means the usual risks (including maximum liability for oil pollution, excess war risk
P&I cover) covered by a protection and indemnity association which is a member of the
International Group of protection and indemnity associations (or, if the International Group
ceases to exist, any other leading protection and indemnity association or other leading provider
of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any
collision liability not covered under the terms of the hull cover).
26.3Coverage required
The Ship (including its hull and machinery, hull interest, freight interest, disbursements and/or
increased value) shall at all times be insured at the Borrower’s cost:
(a)against fire and usual marine risks (including excess risks) and war risks (including war
protection and indemnity risks (including crew and terrorism risks, piracy and confiscation
risks)) on an agreed value basis, for the higher of its minimum hull cover and its market
value (such calculation to include hull and machinery as well as hull interest and/or freight
interest in such percentages as approved by the Lenders);
(b)against P&I risks for the highest amount then available in the insurance market for vessels
of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an
amount of not less than $1,000,000,000);
(c)against such other risks and matters excluding loss of hire or Earnings which the Agent
(acting on the instructions of all the Lenders) notifies it that it considers reasonable for a
prudent shipowner or operator to insure against at the time of that notice; and
(d)on terms which comply with the other provisions of this clause 26.
26.4Placing of cover
The insurance coverage required by clause 26.3 (Coverage required) shall be:
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(a)in the name of the Borrower and any Bareboat Charterer and (in the case of the Ship’s hull
cover) no other person (other than the Security Agent (and any other Finance Party) if
required by the Majority Lenders) (unless such other person is approved and, if so required
by the Agent (acting on the instructions of the Majority Lenders), has duly executed and
delivered a first priority assignment of its interest in the Ship’s Insurances to the Security
Agent (and any other Finance Party required by the Agent) in an approved form and
provided such supporting documents and opinions in relation to that assignment as the
Agent requires) provided, however, that where a Charterer (or any other charterer of the
Ship that is not a Group Member) is co-assured under any such insurance coverage, they
shall not be required to provide any such assignment of insurances but the Borrower shall,
and shall procure that any relevant Bareboat Charterer shall, use reasonable endeavours
to obtain a co-assured side letter from such Charterer in such form as is reasonably
acceptable to the Agent and agreed by the Borrower before the date of this Agreement;
(b)in euro or another approved currency;
(c)arranged through approved brokers or direct with approved insurers or protection and
indemnity or war risks associations, with the relevant approved underwriters or insurers
having in any event a minimum credit rating of BBB+ or higher by Standard & Poor’s Rating
Group or Baa1 or higher by Moody’s Investors Service (or equivalent ratings from AM Best
or Fitch Ratings);
(d)in full force and effect; and
(e)on approved terms which (other than in respect of protection and indemnity insurance)
shall be those contained in the latest version of the Nordic Marine Insurance Plan of 2013
full conditions (and, to the extent required by the Agent, incorporating the Institute War &
Strikes Clauses 1.11.1995) or the Institute Time Clauses Hulls 1983, and with approved
insurers or associations.
26.5Mortgagee’s insurance
(a)The Borrower shall promptly reimburse to the Agent the cost (as conclusively certified by
the Agent) of taking out and keeping in force in respect of the Ship on approved terms, or in
considering or making claims under:
(i)a mortgagee’s interest insurance and a mortgagee’s additional perils (pollution
risks) cover for the benefit of the Finance Parties for a total amount of up to 120%
of the aggregate of (i) the Loan, (ii) the Hedging Exposure of all the Hedging
Providers at that time and (iii) the Ancillary Outstandings at that time, in each case
based on the figures provided pursuant to a Compliance Certificate or, as
applicable, pursuant to paragraph (b) below; and
(ii)any other insurance cover which the Agent (acting on the instructions of the
Majority Lenders) reasonably requires in respect of any Finance Party’s interests
and potential liabilities (whether as mortgagee of the Ship or beneficiary of the
Security Documents).
(b)On the date falling 5 Business Days before (i) any insurance is taken out by the Agent
pursuant to paragraph (a) above and (ii) the expiry of any insurance taken out by the Agent
pursuant to paragraph (a) above, the Borrower shall provide the Agent with the same
information (as at the date the information is provided) as required pursuant to clause
21.17  (Exposure reporting), provided that the Agent has notified the Borrower of the date
pursuant to (i) and (ii) above no later than 15 Business Days prior to such date.
26.6Fleet liens, set off and cancellations
If the Ship’s hull cover also insures other vessels, the Security Agent shall either be given an
undertaking in approved terms by the brokers or (if such cover is not placed through brokers or
the brokers do not, under any applicable laws or insurance terms, have such rights of set off and
cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:
(a)set off against any claims in respect of the Ship any premiums due in respect of any of
such other vessels insured; or
(b)cancel that cover because of non-payment of premiums in respect of such other vessels,
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or the Borrower shall ensure that hull cover for the Ship is provided under a separate policy from
any other vessels.
26.7Payment of premiums
All premiums, calls, contributions or other sums payable in respect of the Insurances shall be
paid punctually and the Agent shall be provided with all relevant receipts or other evidence of
payment upon request.
26.8Details of proposed renewal of Insurances
At least 14 days before any of the Ship’s Insurances are due to expire, the Agent shall be
notified of the names of the brokers, insurers and associations proposed to be used for the
renewal of such Insurances and the amounts, risks and terms in, against and on which the
Insurances are proposed to be renewed.
26.9Instructions for renewal
At least seven days before any of the Ship’s Insurances are due to expire, instructions shall be
given to brokers, insurers and associations for them to be renewed or replaced on or before
their expiry.
26.10Confirmation of renewal
The Ship’s Insurances shall be renewed upon their expiry in a manner and on terms which
comply with this clause 26 and confirmation of such renewal given by approved brokers or
insurers to the Agent at least two Business Days (or such shorter period as may be approved)
before such expiry.
26.11P&I guarantees
Any guarantee or undertaking required by any protection and indemnity or war risks association
in relation to the Ship shall be provided when required by the association.
26.12Insurance documents
The Agent shall be provided with pro forma copies of all insurance policies and other
documentation issued by brokers, insurers and associations in connection with the Ship’s
Insurances as soon as they are available after they have been placed or renewed (but in any
event no later than 15 Business Days after such placement or renewal) and all insurance
policies and other documents relating to the Ship’s Insurances shall be deposited with any
approved brokers or (if not deposited with approved brokers) the Agent or some other approved
person.
26.13Letters of undertaking
Unless otherwise approved where the Agent is satisfied that equivalent protection is afforded by
the terms of the relevant Insurances and/or any applicable law and/or a letter of undertaking
provided by another person, on each placing or renewal of the Insurances, the Agent shall be
provided promptly with letters of undertaking in an approved form (having regard to general
insurance market practice and law at the time of issue of such letter of undertaking) from the
relevant brokers, insurers and associations.
26.14Insurance Notices and Loss Payable Clauses
The interest of the Security Agent or any other Finance Parties as assignees of the Insurances
shall be endorsed on all insurance policies and other documents by the incorporation of a Loss
Payable Clause and an Insurance Notice in respect of the Ship and its Insurances signed by the
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Borrower and, unless otherwise approved, each other person assured under the relevant cover
(other than the Security Agent or any other Finance Party if it is itself an assured).
26.15Insurance correspondence
If so required by the Agent (acting on the instructions of the Majority Lenders), the Agent shall
promptly be provided with copies of all written communications between the assureds and
brokers, insurers and associations relating to any of the Ship’s Insurances as soon as they are
available.
26.16Qualifications and exclusions
All requirements applicable to the Ship’s Insurances shall be complied with and the Ship’s
Insurances shall only be subject to approved exclusions or qualifications.
26.17Independent report
If the Agent (acting on the instructions of the Majority Lenders) requests from the Borrower a
detailed report from an approved independent firm of marine insurance brokers giving their
opinion on the compliance of the Ship’s Insurances with the terms of this Agreement then the
Agent shall be provided promptly by the Borrower with such a report at no cost to the Agent or (if
the Agent obtains such a report itself, which it shall be entitled to do) the Borrower shall
reimburse the Agent for the cost of obtaining that report.
26.18Collection of claims
All documents and other information and all assistance required by the Agent to assist it and/or
the Security Agent in trying to collect or recover any claims under the Ship’s Insurances shall be
provided promptly.
26.19Employment of Ship
The Ship shall only be employed or operated in conformity with the terms of the Ship’s
Insurances (including any express or implied warranties) and not in any other way (unless the
insurers have consented and any additional requirements of the insurers have been satisfied).
26.20Declarations and returns
If any of the Ship’s Insurances are on terms that require a declaration, certificate or other
document to be made or filed before the Ship sails to, or operates within, an area, those terms
shall be complied with within the time and in the manner required by those Insurances.
26.21Application of recoveries
All sums paid under the Ship’s Insurances to anyone other than the Security Agent shall be
applied in repairing the damage and/or in discharging the liability in respect of which they have
been paid except to the extent that the repairs have already been paid for and/or the liability
already discharged.
26.22Settlement of claims
Any claim under the Ship’s Insurances for a Total Loss or Major Casualty shall only be settled,
compromised or abandoned with prior approval.
26.23Change in insurance requirements
If the Agent (acting on the instructions of the Majority Lenders) gives notice to the Borrower to
change the terms and requirements of this clause 26 (which the Agent may only do, in such
manner as it considers appropriate, as a result in changes of circumstances or practice after the
Utilisation Date), this clause 26 shall be modified in the manner so notified by the Agent on the
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date 14 days after such notice from the Agent is received, provided that such requested
modifications follow reasonably prevailing market terms at the time that such notice is given to
the Borrower by the Agent.
27Minimum security value
27.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 27 will be complied with throughout any
Mortgage Period.
27.2Valuation of assets
For the purpose of the Finance Documents, the value at any time of the Ship obtained under
clause 4 (Conditions of Utilisation) or any other asset over which additional security is provided
under this clause 27 will be its value as most recently determined in accordance with this clause
27.
27.3Valuation frequency
Valuation of the Ship (and such other asset granted as security in accordance with this clause
27) shall be made:
(a)at the time required in clause 4.2 (Conditions precedent before Utilisation) and Schedule 3
(Conditions precedent);
(b)within 30 days of the end of each Financial Year; and
(c)at any other time and frequency as may be requested by the Majority Lenders.
27.4Expenses of valuation
The Borrower shall bear, and reimburse to the Agent where incurred by the Agent, all costs and
expenses of providing such a valuation except that if no Event of Default is continuing, the cost
of valuations obtained pursuant to paragraph (c) of clause 27.3 (Valuation frequency) shall be
borne by the Borrower not more than once every calendar year.
27.5Valuations procedure
The value of the Ship shall be determined in accordance with, and by valuers approved and
appointed in accordance with, this clause 27. Additional security provided under this clause 27
shall be valued in such a way, on such a basis and by such persons (including the Agent itself)
as may be approved by the Majority Lenders or as may be agreed in writing by the Borrower
and the Agent (on the instructions of the Majority Lenders).
27.6Currency of valuation
Valuations shall be provided by valuers in euro or, if a valuer is of the view that the relevant type
of vessel is generally bought and sold in another currency, in that other currency. If a valuation is
provided in another currency, for the purposes of this Agreement it shall be converted into euro
at the Agent’s spot rate of exchange for the purchase of euro with that other currency as at the
date to which the valuation relates.
27.7Basis of valuation
Each valuation will be addressed to the Agent in its capacity as such (or to the Borrower or the
Obligors’ Agent provided that such valuation is accompanied by full reliance and disclosure
language in favour of the Finance Parties), will not be more than 30 days old (or 60 days old in
relation to the valuations provided pursuant to paragraph 10 of Part 2 (Conditions precedent
before Utilisation) of Schedule 3 (Conditions precedent)) and will be made:
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(a)without physical inspection (unless required by the Agent);
(b)on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at
arm’s length on normal commercial terms between a willing buyer and a willing seller; and
(c)without taking into account the benefit or detriment of any charter commitment.
27.8Information required for valuation
The Borrower shall promptly provide to the Agent and any such valuer any information which
they reasonably require for the purposes of providing such a valuation.
27.9Approval of valuers
All valuers must have been approved. The Agent may from time to time notify the Borrower of
approval of one or more independent ship brokers as valuers for the purposes of this clause 27.
The Agent shall respond promptly to any request by the Borrower for approval of a broker
nominated by the Borrower. The Agent may at any time by notice to the Borrower withdraw any
previous approval of a valuer for the purposes of future valuations. That valuer may not then be
appointed to provide valuations unless it is once more approved. If the Agent has not approved
at least three brokers as valuers at a time when a valuation is required under this clause 27, the
Agent shall promptly notify the Borrower of the names of at least three valuers which are
approved. On the date of this Agreement the approved valuers are Clarksons, Fearnleys,
Braemar and Pareto.
27.10Appointment of valuers
When a valuation is required for the purposes of this clause 27, the Borrower shall appoint
approved valuers to provide such a valuation. If the Borrower fails to appoint valuers, the Agent
may appoint approved valuers to provide that valuation.
27.11Number of valuers
(a)Each valuation must be carried out by two approved valuers of whom one shall be
nominated by the Agent and the other by the Borrower. If the Borrower fails promptly to
nominate a second valuer then the Agent may nominate the second valuer. Clause 27.12
(Differences in valuations) shall apply.
(b)If two valuers provide valuations and their valuations of the Ship vary by more than 10%
(by reference to the lower of the two valuations), then the value of the Ship shall be
determined by reference to those two valuations and a third valuation provided by a third
approved valuer nominated by the Agent. Clause 27.12 (Differences in valuations) shall
apply.
27.12Differences in valuations
(a)If valuations of the Ship provided by individual valuers differ, the value of the Ship for the
purposes of the Finance Documents will be the mean average of those valuations.
(b)If any approved valuer provides a range of values for the Ship, the value of the Ship for the
purposes of the Finance Documents will be the mean average of the values comprising
such range.
27.13Security shortfall
(a)If at any time the Security Value is less than the Minimum Value, the Agent may, and shall,
if so directed by the Majority Lenders, by notice to the Borrower require that such
deficiency be remedied. The Borrower shall then within 30 Business Days of receipt of
such notice ensure that the Security Value equals or exceeds the Minimum Value. For this
purpose, the Borrower may:
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(i)provide additional security over assets reasonably approved by all the Lenders and
in accordance with this clause 27 (including in the form of charged and/or pledged
euro cash deposits which are hereby approved by all the Lenders); and/or
(ii)prepay a part of the Loan under clause 8.4 (Voluntary prepayment).
(b)Any prepayment made under paragraph (a) above shall be applied in reduction of each
Lender’s Commitment pro rata and any corresponding cancellation of the Commitments
shall be applied against the Commitments relating to the Loan pro rata.
27.14Creation of additional security
The value of any additional security which the Borrower offers to provide to remedy all or part of
a shortfall in the amount of the Security Value will only be taken into account for the purposes of
determining the Security Value if and when:
(a)that additional security, its value and the method of its valuation have been approved by the
Majority Lenders;
(b)a Security Interest over that security has been constituted in favour of the Security Agent or
(if appropriate) the Finance Parties in a form and manner approved by all the Lenders;
(c)this Agreement has been unconditionally amended in such manner as the Agent requires in
consequence of that additional security being provided; and
(d)the Agent, or its duly authorised representative, has received such documents and
evidence it may require in relation to that amendment and additional security including
documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in
relation to that amendment and additional security and its execution and (if applicable)
registration.
27.15Release of additional security
If at any time the Security Agent or any other Finance Parties hold additional security provided
under this clause 27 and the Security Value, disregarding the value of that additional security,
exceeds the Minimum Value and the Security Value has been determined by reference to
valuations provided no more than 60 days previously, the Borrower may, by notice to the Agent,
require the release and discharge of that additional security. The Agent shall then direct the
Security Agent to promptly release and discharge that additional security if no Default is then
continuing or will result from such release and discharge and, upon such release and discharge
and, if so required by the Agent, the Borrower shall reimburse to the Agent any costs and
expenses payable under clause 18 (Transaction expenses) in relation to that release and
discharge.
28Chartering undertakings
28.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 28 will be complied with in relation to
the Ship which is subject to a Bareboat Charter and/or a Charter throughout the Ship’s Mortgage
Period. Where the Ship is subject to a Bareboat Charter, all undertakings in this clause 28 given
by the Borrower will be deemed to also be given by the relevant Bareboat Charterer under such
Bareboat Charter.
28.2Variations
Except with approval and except in connection with the immediate replacement of the Bareboat
Charter with another Bareboat Charter entered into in accordance with the terms of clause 24.8
(Chartering), no terms of any Bareboat Charter for the Ship shall be varied, amended or
modified in any way or manner which would result in a breach of the provisions of clause 24.8
(Chartering).
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28.3Releases and waivers
Except with approval and except in connection with the immediate replacement of a Bareboat
Charter with another Bareboat Charter entered into in accordance with the terms of clause 24.8
(Chartering), there shall be no release by the Borrower or Bareboat Charterer of any obligation
of any other person under a Bareboat Charter (including by way of novation, assignment or
transfer), no waiver of any breach of any such obligation and no consent to anything which
would otherwise be such a breach, which would result in a breach of clause 24.8 (Chartering).
28.4Charter performance
Each relevant Bareboat Charterer and the Borrower shall perform its obligations under each
Bareboat Charter for the Ship to which it is a party and use its best endeavours to ensure that
each other party to them performs their obligations under such documents.
28.5Payment of Charter Earnings
All Earnings which the Borrower is entitled to receive under any Charter Documents or Bareboat
Charter for the Ship shall be paid into the Earnings Account of the Borrower of the Ship or,
following an Event of Default, in the manner required by the Security Documents.
28.6Minimum Bareboat Charter Hire
In the event that, due to applicable transfer pricing regulations, the Minimum Bareboat Charter
Hire in respect of a Bareboat Charter of the Ship is insufficient to satisfy paragraphs (a), (b) and
(c) in the definition of Minimum Bareboat Charter Hire, Guarantor A (up to the Share Exchange
Completion) or UK ListCo (on and from the Share Exchange Completion) shall be required, on
or before each date for the payment of hire under such Bareboat Charter, to pay by way of
capital injection or similar payment an additional amount to the Borrower so that the total
amount received by the Borrower is no less than the amount they would have received had the
relevant transfer pricing regulations not applied.
28.7Quiet enjoyment
Upon the Borrower or, as applicable, Bareboat Charterer, delivering any Quiet Enjoyment
Agreement for the Ship to the Security Agent duly executed by the other parties to it, the
Finance Parties agree that the Security Agent will as soon as reasonably practicable thereafter
duly execute and enter into such Quiet Enjoyment Agreement and return it to the Borrower or,
as applicable, Bareboat Charterer.
29Bank accounts
29.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 29 will be complied from the date of the
Utilisation Request and throughout the Facility Period thereafter.
29.2Earnings Account
(a)The Borrower shall be the holder of one or more Accounts with an Account Bank
denominated in euro which is designated as an “Earnings Account” for the purposes of the
Finance Documents.
(b)The Borrower’s Earnings of the Ship (including Earnings payable to the Borrower under a
Bareboat Charter of the Ship) and all moneys payable to the Borrower under the Ship’s
Insurances and any net amount payable to the Borrower under any Hedging Contract shall
be paid by the persons from whom they are due to the Borrower’s Earnings Account,
unless required to be paid to the Security Agent under the Finance Documents.
(c)The relevant Account Holder(s) may withdraw amounts standing to the credit of an
Earnings Account for any purpose which is not prohibited under this Agreement, except if
an Event of Default is continuing.
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29.3Other provisions
(a)An Account may only be designated for the purposes described in this clause 29 if:
(i)such designation is made in writing by the Agent and acknowledged by the
Borrower and specifies the name and address of the Account Bank and the
Account Holder(s) and the number and any designation or other reference
attributed to the Account;
(ii)an Account Security has been duly executed and delivered by the relevant Account
Holder(s) in favour of the Security Agent (and any other Finance Party required by
the Agent);
(iii)any notice required by the Account Security to be given to an Account Bank has
been given to, and acknowledged by, the Account Bank in the form required by the
relevant Account Security; and
(iv)the Agent, or its duly authorised representative, has received such documents and
evidence it may require in relation to the Account and the Account Security,
including documents and evidence of the type referred to in Schedule 3 (Conditions
precedent) in relation to the Account and the relevant Account Security.
(b)The rates of payment of interest and other terms regulating any Account will be a matter of
separate agreement between the relevant Account Holder(s) and an Account Bank.
(c)The relevant Account Holder(s) shall not close any Account or alter the terms of any
Account from those in force at the time it is designated for the purposes of this clause 29 or
waive any of its rights in relation to an Account except with approval of all the Lenders.
(d)The relevant Account Holder(s) shall deposit with the Security Agent all certificates of
deposit, receipts or other instruments or securities relating to any Account, notify the
Security Agent of any claim or notice relating to an Account from any other party and
provide the Security Agent with any other information it may request concerning any
Account.
(e)Each of the Agent and the Security Agent agrees that if it is an Account Bank in respect of
an Account then there will be no restrictions on creating a Security Interest over that
Account as contemplated by this Agreement and it shall not (except with the approval of the
Majority Lenders) exercise any right of combination, consolidation or set-off which it may
have in respect of that Account in a manner adverse to the rights of the other Finance
Parties.
30Business restrictions
30.1Undertaking to comply
Except as otherwise approved by the Majority Lenders, each Obligor who is a Party undertakes
that this clause 30 will be complied with throughout the Facility Period by and in respect of each
person to which each relevant provision of this clause is expressed to apply.
30.2General negative pledge
(a)In this clause 30.2, Quasi-Security means an arrangement or transaction described in
paragraph (c) below.
(b)The Borrower shall not create or permit to subsist any Security Interest over any of its
assets.
(c)(Without prejudice to any other provision of this clause 30), the Borrower shall not:
(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or
may be leased to, or re-acquired by, an Obligor or any other Group Member other
than pursuant to disposals permitted under clause 30.11 (Disposals);
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(ii)sell, transfer, factor or otherwise dispose of any of its receivables on recourse
terms;
(iii)enter into any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts; or
(iv)enter into any other preferential arrangement having a similar effect,
in circumstances where the arrangement or transaction is entered into primarily as a
method of raising Financial Indebtedness or of financing the acquisition of an asset.
(d)Paragraphs (b) and (c) above do not apply to any Security Interest or (as the case may be)
Quasi-Security, listed below:
(i)those granted or expressed to be granted by any of the Security Documents;
(ii)in relation to the Ship, Permitted Maritime Liens;
(iii)any lien (other than maritime liens) arising by operation of law and in the ordinary
course of business and not as a result of any default or omission by the Borrower;
(iv)any payment or close out netting or set-off arrangement or any security
arrangement pursuant to any Hedging Contracts or foreign exchange transaction
entered into by the Borrower;
(v)rights of netting or set-off over credit balances on bank accounts but only to the
extent related to bank fees on the relevant bank accounts;
(vi)in relation to Taxes not overdue, or, in the case of income and property taxes and
assessments, which are being contested in good faith with due diligence and where
the Borrower or the Group as a whole has adequate cash reserves in excess of
such contested sums; or
(vii)at any time up to Utilisation, those granted under the Existing Facilities Agreement.
30.3Financial Indebtedness
The Borrower shall not incur or permit to exist, any Financial Indebtedness owed by it to anyone
else except:
(a)Financial Indebtedness incurred under the Finance Documents and Hedging Contracts for
Hedging Transactions entered into pursuant to clause 31.2 (Hedging);
(b)indebtedness owing to its trade creditors in the normal course of its business;
(c)Financial Indebtedness owed to another Group Member on an unsecured and
subordinated basis subject to a Subordination Deed previously entered into in respect of
the same and then only provided that no Event of Default has occurred and is continuing at
the time it is incurred and in any event on terms otherwise approved by the Majority
Lenders;
(d)Financial Indebtedness permitted under clause 30.4 (Guarantees);
(e)Financial Indebtedness permitted under clause 30.5 (Loans and credit); and
(f)at any time up to Utilisation, the Existing Indebtedness,
provided that any cash pooling arrangements on a Group wide basis for cash management
purposes of the Group shall not constitute Financial Indebtedness for the purposes of clause
30.3.
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30.4Guarantees
The Borrower shall not give or permit to exist, any guarantee by it in respect of indebtedness of
any person or allow any of its indebtedness to be guaranteed by anyone else except:
(a)guarantees of obligations of another Group Member that are not Financial Indebtedness or
obligations prohibited by any Finance Document;
(b)guarantees in favour of its own trade creditors for indebtedness owing to its trade creditors
and given in the ordinary course of its business;
(c)guarantees which are Financial Indebtedness permitted under clause 30.3 (Financial
Indebtedness);
(d)guarantees or indemnities from time to time required by any protection and indemnity or
war risks association with which the Ship is entered; and
(e)any performance or similar guarantee issued by the Borrower or any counter guarantee
issued by the Borrower in respect of any guarantee issued by any other person, in each
case in relation to the Ship required in the ordinary course of business and operation of the
Ship in support of a Charter or any other charter commitment for the Ship, up to an
aggregate amount of 10% of the market value for the Ship (in euro equivalent terms) for all
such guarantees under this paragraph (e).
30.5Loans and credit
No Obligor shall be a creditor in respect of Financial Indebtedness other than in respect of:
(a)loans or credit to another Group Member permitted under clause 30.3 (Financial
Indebtedness) or clause 30.4 (Guarantees) or loans or credit to any Group Member that is
not an Obligor;
(b)Financial Indebtedness owing to it by another Obligor on an unsecured and, in the case of
Financial Indebtedness owing to it by the Borrower, subordinated basis subject to a
Subordination Deed, previously entered into in respect of the same and then only provided
that no Event of Default has occurred and is continuing at the time it is incurred and in any
event on terms otherwise approved by the Majority Lenders;
(c)trade credit granted by it to its customers on normal commercial terms in the ordinary
course of its trading activities; and
(d)loans to other Group Members arising under any cash pooling arrangements on a Group
wide basis for cash management purposes of the Group.
30.6Bank accounts, operating leases and other financial transactions
The Borrower shall not:
(a)maintain any current or deposit account with a bank or financial institution except for the
Accounts and the deposit of money, operation of current accounts and the conduct of
electronic banking operations with the Account Bank and through the Accounts; or
(b)hold cash in any account (other than with the Account Bank and other than the Accounts)
over or in respect of which any set-off, combination of accounts, netting or Security Interest
exists except as permitted by clause 30.2 (General negative pledge).
30.7Subsidiaries
The Borrower shall not establish or acquire a company or other entity which would be or
become a Group Member or reactivate any dormant Group Member.
30.8Acquisitions and investments
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The Borrower shall not acquire any person, business, assets or liabilities or make any
investment in any person or business or undertaking or enter into any joint-venture arrangement
except:
(a)any acquisition pursuant to a disposal permitted under clause 30.11 (Disposals);
(b)acquisitions of assets in the ordinary course of business (not being new businesses or
vessels);
(c)the incurrence of liabilities in the ordinary course of its business; or
(d)any loan or credit not otherwise prohibited under this Agreement.
30.9Reduction of capital
The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other
share capital or any warrants or any uncalled or unpaid liability in respect of any of them or
reduce the amount (if any) for the time being standing to the credit of its share premium account
or capital redemption or other undistributable reserve in any manner.
30.10Increase in capital
The Borrower shall not issue shares and/or voting shares or other equity interests to anyone
who is not Guarantor B or any Approved Shareholder of the Borrower, in each case, subject to
the same not constituting a Change of Control and provided always that any such issuance of
shares and/or voting shares or other equity interests will not change the proportion of the shares
or other equity interests held by each relevant party as permitted under the terms of this
Agreement.
30.11Disposals
The Borrower shall not enter into a single transaction or a series of transactions, whether related
or not and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of any
asset except for any of the following disposals (so long as they are not prohibited by any other
provision of the Finance Documents):
(a)disposals of assets made in (and on terms reflecting) the ordinary course of trading of the
disposing entity;
(b)disposals of obsolete assets, or assets which are no longer required for the purpose of the
business of the Borrower, in each case for cash on normal commercial terms and on an
arm’s length basis;
(c)disposals permitted by clause 24.3 (Sale or other disposal of the Ship), clause 30.2
(General negative pledge) or clause 30.3 (Financial Indebtedness);
(d)dealings with its own trade creditors with respect to book debts in the ordinary course of
trading; and
(e)the application of cash or cash equivalents in the acquisition of assets or services in the
ordinary course of its business.
30.12Contracts and arrangements with Affiliates
No Obligor shall be party to any arrangement or contract with any of its Affiliates unless such
arrangement or contract is on an arm’s length basis.
30.13Distributions and other payments by Group
Neither Guarantor A (until the Share Exchange Completion) nor UK ListCo (on and from the
Share Exchange Completion) shall:
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(a)declare or pay (including by way of set-off, combination of accounts or otherwise) any
dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee
or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any
class of its share capital) or any warrants for the time being in issue;
(b)repay or distribute any dividend or share premium reserve; or
(c)redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so,
except (1) if no Event of Default is continuing at the time of the declaration, payment or making
of any such dividend, distribution or other payment, nor would result from doing so and, (2) if:
(i)it constitutes (A) a Permitted Distribution or (B) distributions granted to employees
or officers of Guarantor A  or UK ListCo (as applicable) in respect of any share
incentive plan or as salaries, bonus payments or any other payments relating to
their employment with the Group; and
(ii)the ratio of (A) Net Interest Bearing Debt to (B) EBITDA in respect of a
Measurement Period that is a Financial Year, as certified in the then latest
Compliance Certificate delivered to the Agent pursuant to the provisions of this
Agreement, was lower than 2.75:1.00.
31Hedging Contracts
31.1Undertaking to comply
Each Obligor who is a Party undertakes that this clause 31 will be complied with throughout the
Facility Period.
31.2Hedging
(a)If, at any time during the Facility Period, the Borrower wishes to enter into any Treasury
Transaction so as to hedge all or any part of their exposure under this Agreement to
interest rate and/or currency exchange rate fluctuations, they shall notify the Agent in
writing.
(b)Any such Treasury Transaction shall be concluded by the Borrower only, with one or more
of the Hedging Providers on the terms of a Hedging Master Agreement but (except with the
approval of the Majority Lenders) no such Treasury Transaction shall be concluded unless:
(i)
(A)each of the Hedging Master Agreements has been executed by the Borrower
and each Hedging Provider;
(B)the Borrower has executed the Hedging Contract Security; and
(C)any notice required to be given to each Hedging Provider under the Hedging
Contract Security has been given to it and acknowledged by it in the manner
required by the Hedging Contract Security and all documents and evidence
of the type required under Schedule 3 (Conditions precedent) in respect of
the documents relevant to this paragraph (i) have been delivered to the
Agent in form and substance satisfactory to the Agent;
(ii)its purpose is to hedge the Borrower’s interest rate risk and/or currency exchange
rate risk in relation to the Loan for a period expiring no later than the relevant Final
Repayment Date; and
(iii)its notional principal amount, when aggregated with the notional principal amount of
any other continuing Hedging Contracts for the Loan, does not and will not exceed
the Loan as then scheduled to be repaid pursuant to clause 7.2 (Scheduled
repayment of Facility).
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(c)The Hedging Providers shall have the right of first refusal to enter into Treasury
Transactions under a Hedging Master Agreement which any Group Member (other than the
Borrower) is considering to enter into such Treasury Transactions for the purpose of
hedging on competitive terms the Borrower’s and the Group’s exposure to interest rate
and/or currency exchange rate fluctuations under this Agreement.
(d)Other than Hedging Transactions which meet the requirements of paragraphs (a) to (b)
above, the Borrower shall not enter into Treasury Transactions, except with approval.
(e)The Borrower shall, promptly upon entry into of any Confirmation under a Hedging
Contract, deliver to the Agent an original or certified copy of such Confirmation.
31.3Unwinding of Hedging Contracts
If at any time, and whether as a result of any prepayment (in whole or in part) of the Loan or any
cancellation (in whole or in part) of any Commitment or otherwise, the aggregate notional
principal amount under all Hedging Transactions entered into by the Borrower exceeds or will
exceed the amount of the Loan outstanding at that time after such prepayment or cancellation,
then (unless otherwise approved by the Majority Lenders) the Borrower shall immediately close
out and terminate sufficient Hedging Transactions (pro rata across the relevant Hedging Master
Agreements entered into between the Borrower and each Hedging Provider) as are necessary
to ensure that the aggregate notional principal amount under the remaining continuing Hedging
Transactions equals, and will in the future be equal to, the amount of the Loan at that time and
as scheduled to be repaid from time to time thereafter pursuant to clause 7.2 (Scheduled
repayment of Facility).
31.4Assignment of Hedging Contracts by Borrower
Except as approved by all the Lenders or by the Hedging Contract Security, the Borrower shall
not assign or otherwise dispose of its rights under any Hedging Contract.
31.5Information concerning Hedging Contracts
The Borrower shall provide the Agent with any information it may request concerning any
Hedging Contract, including all reasonable information, accounts and records that may be
necessary or of assistance to enable the Agent to verify the amounts of all payments and any
other amounts payable under the Hedging Contracts.
32Events of Default
Each of the events or circumstances set out in this clause 32 (except clause 32.20
(Acceleration)) is an Event of Default.
32.1Non-payment
An Obligor does not pay on the due date any amount payable pursuant to a Finance Document
at the place at and in the currency in which it is expressed to be payable unless:
(a)its failure to pay is caused by administrative or technical error or by a Disruption Event; and
(b)payment is made in full within 5 Business Days of its due date.
32.2Hedging Contracts
An Event of Default or Potential Event of Default in respect of the Borrower (in each case as
defined in any Hedging Master Agreement) has occurred and is continuing under any Hedging
Contract.
32.3Financial covenants; Sanctions
(a)The Obligors do not comply with clause 22 (Financial covenants) or clause 27.13 (Security
shortfall).
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(b)The Obligors do not comply with clause 23.13 (Sanctions) or any of paragraphs (b), (c) or
(d) of clause 25.16 (Lawful use).
32.4Insurance
(a)The Insurances of the Ship are not placed and kept in force in the manner required by
clause 26 (Insurance).
(b)Any insurer either:
(i)cancels any such Insurances; or
(ii)disclaims liability under them or asserts that its liability under them is or should be
reduced by reason of any mis-statement or failure or default by any person,
(iii)unless such Insurances have been replaced (on terms compliant with the
requirements of clause 26 (Insurance)) by the Borrower or the Obligors’ Agent with effect
from the date of occurrence of the relevant circumstances under paragraphs (i) or (ii)
above as applicable.
32.5Other obligations
(a)An Obligor or Manager does not comply with any provision of the Finance Documents
(other than those referred to in clause 32.1 (Non-payment), clause 32.2 (Hedging
Contracts), clause 32.3 (Financial covenants; Sanctions), clause 32.4 (Insurance) or any
other provision of this clause 32).
(b)No Event of Default under paragraph (a) above will occur if the Agent considers that the
failure to comply is capable of remedy and the failure is remedied within fifteen (15)
Business Days of the earlier of (A) the Agent giving notice to the Borrower and (B) the
Borrower or any other Obligor or Manager becoming aware of the failure to comply.
(c)No Event of Default will occur under this clause 32.5 by reason only of an Obligor’s failure
to comply with a Green Loan Provision.
32.6Misrepresentation
(a)Any representation or statement made or deemed to be made by an Obligor or Manager in
the Finance Documents or any other document delivered by or on behalf of any Obligor
under or in connection with any Finance Document is or proves to have been incorrect or
misleading in any material respect when made or deemed to be made, unless (in the case
of any misrepresentation other than one under clauses 20.23 (Security and Financial
Indebtedness) or 20.32 (Sanctions)) the circumstances giving rise to the misrepresentation
are capable of remedy and are remedied within 5 Business Days of the Agent giving notice
to the Obligors to do so.
(b)Any representation or statement made or deemed to be made by an Obligor under clause
20.23 (Security and Financial Indebtedness) is or proves to have been incorrect or
misleading in any material respect when made or when deemed to be made, unless the
Agent considers that the circumstances giving rise to the misrepresentation are capable of
remedy and are so remedied within fifteen (15) Business Days of the earlier of (A) the
Agent giving notice to the Borrower and (B) the Borrower or any other Obligor becoming
aware of the misrepresentation.
(c)No Event of Default will occur under this Clause 32.6 to the extent that the representation
or statement is included in any Green Loan Provisions and concerns, or the document
consists of, Green Loan Information.
32.7Cross default
(a)Any Financial Indebtedness of any Obligor is not paid when due nor within any originally
applicable grace period.
(b)Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and
payable prior to its specified maturity as a result of an event of default (however described).
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(c)Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended
by a creditor of any Obligor as a result of an event of default (however described).
(d)The counterparty to a Treasury Transaction entered into by any Obligor becomes entitled to
terminate that Treasury Transaction early by reason of an event of default (however
described).
(e)Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of that
Obligor due and payable prior to its specified maturity as a result of an event of default
(however described).
(f)No Event of Default will occur under paragraphs (a) to (e) above if the aggregate amount of
Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs
(a) to (e) above is less than €10,000,000 (or its equivalent in any other currency or
currencies).
32.8Insolvency
(a)An Obligor:
(i)is unable or admits inability to pay its debts as they fall due;
(ii)is deemed to, or is declared to, be unable to pay its debts under applicable law;
(iii)suspends or threatens to suspend making payments on any of its debts; or
(iv)by reason of actual or anticipated financial difficulties, commences negotiations
with one or more of its creditors (excluding any Finance Party in its capacity as
such) with a view to rescheduling any of its indebtedness.
(b)The value of the assets of any Obligor is less than its liabilities (taking into account
contingent and prospective liabilities).
(c)A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium
occurs, the ending of the moratorium will not remedy any Event of Default caused by that
moratorium.
32.9Insolvency proceedings
(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(i)the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of any Obligor;
(ii)a composition, compromise, assignment or arrangement with any creditor of any
Obligor;
(iii)the appointment of a liquidator, receiver, administrative receiver, administrator,
compulsory manager or other similar officer in respect of any Obligor or any of its
assets (including the directors of any Obligor requesting a person to appoint any
such officer in relation to it or any of its assets); or
(iv)enforcement of any Security Interest over any assets of any Obligor,
or any analogous procedure or step is taken in any jurisdiction.
(b)Paragraph (a) above shall not apply to any winding-up petition (or analogous procedure or
step) which is frivolous or vexatious and is discharged, stayed or dismissed within thirty
(30) days of commencement or, if earlier, the date on which it is advertised.
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32.10Creditors’ process
(a)Any expropriation, attachment, sequestration, distress, execution or any other analogous
process or enforcement action (including enforcement by a landlord) affects any asset or
assets of any Obligor for an amount in excess of €10,000,000 (or its equivalent in any other
currency or currencies) and is not discharged within thirty (30) days.
(b)Any judgment or order for an amount in excess of €10,000,000 (or its equivalent in any
other currency or currencies) is made against any Obligor and is not stayed or complied
with within thirty (30) days.
32.11Unlawfulness and invalidity
(a)It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance
Documents or any Transaction Security ceases to be effective.
(b)Any obligation or obligations of any Obligor under any Finance Documents are not (subject
to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the
cessation individually or cumulatively materially and adversely affects the interests of the
Lenders under the Finance Documents.
(c)Any Finance Document or any Transaction Security ceases to be in full force and effect or
ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it
(other than a Finance Party) to be ineffective for any reason.
(d)Any Security Document does not create legal, valid, binding and enforceable security over
the assets charged under that Security Document or the ranking or priority of such security
is adversely affected.
32.12Cessation of business
Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or
a material part of its business except in the case of the Borrower as a result of the sale or Total
Loss of the Ship and provided that the terms of clause 8.8 (Sale or Total Loss) have been
complied with.
32.13Expropriation
The authority or ability of any Obligor to conduct its business is limited or wholly or substantially
curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by
or on behalf of any governmental, regulatory or other authority or other person in relation to any
Obligor or any of its assets.
32.14Repudiation and rescission of Finance Documents
An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance
Document or any of the Transaction Security or evidences an intention to rescind or repudiate a
Finance Document or any Transaction Security.
32.15Litigation
Either:
(a)any litigation, alternative dispute resolution, arbitration or administrative, governmental,
regulatory or other investigations, proceedings or disputes are commenced or threatened;
or
(b)any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction
of any governmental or other regulatory body is made,
in relation to any Transaction Document or the transactions contemplated in the any Transaction
Document or against any Obligor or any of its assets, rights or revenues which is reasonably
likely to have a Material Adverse Effect.
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32.16Material Adverse Effect
Any event or circumstance (including any Environmental Incident or any change of law) occurs
which has, or is reasonably likely to have, a Material Adverse Effect.
32.17Arrest of Ship
The Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in
exercise or purported exercise of any possessory lien or other claim and the Borrower fails to
procure the release of the Ship within a period of 30 Business Days thereafter (or such longer
period as may be approved) unless within such 30 Business Day Period the Borrower prepays
the Loan in full and pays interest thereon together with all other amounts owing to the Finance
Parties under the Finance Documents together with such prepayment.
32.18Ship registration
Except with approval by the Majority Lenders, the registration of the Ship under the laws and
flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if the Ship
is only provisionally registered on the date of its Mortgage, the Ship is not permanently
registered under such laws within 90 days of such date.
32.19Political risk
(a)Either (1) the Flag State of the Ship or any Relevant Jurisdiction of an Obligor becomes
involved in hostilities or civil war or (2) there is a seizure of power in the Flag State or any
such Relevant Jurisdiction by unconstitutional means and such event or circumstance, has
or is reasonably likely to have, a Material Adverse Effect.
(b)No Event of Default under paragraph (a) above will occur if:
(i)in the opinion of the Agent it is practicable for action to be taken by the Borrower to
prevent the relevant event or circumstance having a Material Adverse Effect; and
(ii)the Borrower takes such action to the Agent’s satisfaction within 14 days of notice
from the Agent (specifying the relevant action to be taken) to do so.
32.20Acceleration
On and at any time after the occurrence of an Event of Default which is continuing the Agent
may, and shall if so directed by the Majority Lenders:
(a)by notice to the Borrower:
(i)declare that no withdrawals be made from any Account; and/or
(ii)cancel the Available Commitments of all the Lenders and/ or each Ancillary
Commitment at which time they shall immediately be cancelled, and/or they shall
immediately cease to be available for further utilisation; and/or
(iii)declare that all or part of the Loan, together with accrued interest, and all other
amounts accrued or outstanding under the Finance Documents be immediately due
and payable, at which time they shall become immediately due and payable; and/or
(iv)declare that all or part of the Loan be payable on demand, at which time they shall
immediately become payable on demand by the Agent on the instructions of the
Majority Lenders; and/or
(v)declare all or any part of the amounts (or cash cover in relation to those amounts)
outstanding under the Ancillary Facilities to be immediately due and payable, at
which time they shall become immediately due and payable; and/or
(vi)declare that all or any part of the amounts (or cash cover in relation to those
amounts) outstanding under the Ancillary Facilities be payable on demand, at
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which time they shall immediately become payable on demand by the Agent on the
instructions of the Majority Lenders; and/or
(b)exercise or direct the Security Agent and/or any other beneficiary of the Security
Documents to exercise any or all of its rights, remedies, powers or discretions under the
Finance Documents.
33Position of Hedging Providers
33.1Rights of Hedging Providers
(a)Each Hedging Provider is a Finance Party and, as such, will be entitled to share in the
Transaction Security in respect of any liabilities of the Borrower under the Hedging
Contracts with such Hedging Provider in the manner and to the extent contemplated by the
Finance Documents.
(b)The Original Hedging Providers shall have the right of first refusal on any future Hedging
Contracts in relation to the Ship or the Facility.
33.2Voting rights
No Hedging Provider shall be entitled to vote on any matter where a decision of the Lenders
alone is required under this Agreement, whether before or after the termination or close out of
the Hedging Contracts with such Hedging Provider, provided that each Hedging Provider shall
be entitled to vote on any matter where a decision of all the Finance Parties is expressly
required.
33.3Acceleration and enforcement of security
Neither the Agent nor the Security Agent or any other beneficiary of the Security Documents
shall be obliged, in connection with any action taken or proposed to be taken under or pursuant
to clause 32 (Events of Default) or pursuant to the other Finance Documents, to have any
regard to the requirements or interests of any Hedging Provider except to the extent that the
relevant Hedging Provider is also a Lender.
33.4Close out of Hedging Contracts
(a)The Parties agree that at any time on and after any Event of Default the Agent (acting on
the instructions of the Majority Lenders) shall be entitled, by notice in writing to a Hedging
Provider, to instruct such Hedging Provider to terminate and close out any Hedging
Transactions (or part thereof) with the relevant Hedging Provider. The relevant Hedging
Provider will (and shall be entitled to) terminate and close out the relevant Hedging
Transactions (or parts thereof) and/or the relevant Hedging Contracts in accordance with
such notice immediately upon receipt of such notice.
(b)No Hedging Provider shall be entitled to terminate or close out any Hedging Contract or
any Hedging Transaction under it prior to its stated maturity except:
(i)in accordance with a notice served by the Agent under paragraph (a) above; or
(ii)if the Borrower has not paid amounts due under the Hedging Contract and such
amounts remain unpaid for a period of 5 Business Days after the due date for
payment and the Agent (acting on the instructions of the Majority Lenders)
consents to such termination or close out; or
(iii)to comply with clause 31.3 (Unwinding of Hedging Contracts); or
(iv)if the Hedging Provider ceases to be a Lender; or
(v)any of the events set out in clause 32.8 (Insolvency) or clause 32.9 (Insolvency
process) occurs in relation to the Borrower; or
(vi)if the Agent takes any action under clause 32.20 (Acceleration); or
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(vii)if the Available Commitments of all the Lenders have been cancelled (or otherwise
cease to be available), the Loan, together with accrued interest, and all other
amounts accrued or outstanding under the Finance Documents (other than
amounts outstanding under the Hedging Contracts) have been repaid by the
Borrower in full (including by way of refinancing) and the Facility has ceased to be
available for further utilisation.
(c)If there is a net amount payable to the Borrower under a Hedging Transaction or a Hedging
Contract upon its termination and close out, the relevant Hedging Provider shall forthwith
pay that net amount (together with interest earned on such amount) to the Agent for
application in accordance with clause 39.1 (Order of application).
(d)No Hedging Provider (in any capacity) shall set-off any such net amount against or
exercise any right of combination in respect of any other claim it has against the Borrower.
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Section 9 -  Changes to Parties
34Changes to the Lenders
34.1Assignments by the Lenders
Subject to this clause 34, a Lender (the Existing Lender) may assign any of its rights under any
Finance Document to any of the following persons (the New Lender):
(a)to another bank or financial institution;
(b)following the occurrence of an Event of Default under clause 32.1 (Non-Payment),
paragraph (b) of clause 32.3 (Financial covenants; Sanctions), clause 32.8 (Insolvency) or
clause 32.9 (Insolvency proceedings) that is continuing, to a trust, fund or other entity
which is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets;
(c)to any insurance or reinsurance company; οr
(d)to any other person.
34.2Borrower consultation; Hedging Providers
(a)An Existing Lender must consult with the Borrower for no more than 10 days (and for the
avoidance of doubt there shall be no obligation to obtain the Borrower’s consent) before it
may make an assignment under clause 34.1 (Assignments by the Lenders) unless (with
respect to consultation with the Borrower only) the assignment is:
(i)to another Lender or to an Affiliate of any Lender;
(ii)to a fund which is a Related Fund of that Existing Lender; or
(iii)made at a time when an Event of Default is continuing.
(b)An Existing Lender who is also a Hedging Provider may not assign all of its Commitment
and participation in the Facility unless at the same time it uses reasonable endeavours to
procure that such Hedging Provider also assigns and transfers all of its rights and
obligations under all Hedging Contracts and all Hedging Master Agreements to which it is a
party to another Hedging Provider who is also a Lender (or will be the proposed New
Lender in connection with the proposed assignment of the Commitment and/or participation
of such Existing Lender).
(c)The Borrower shall procure that the provisions of paragraph (b) are complied with in the
event that the relevant Existing Lender is a Lender being replaced pursuant to the
provisions of clause 8.7 (Replacement of Lender).
34.3Other conditions of assignment
(a)An assignment will only be effective:
(i)on receipt by the Agent of written confirmation from the New Lender (in form and
substance satisfactory to the Agent) that the New Lender will assume the same
obligations to the Borrower and the other Finance Parties as it would have been
under if it had been an Original Lender;
(ii)on the Existing Lender and the New Lender entering into any documentation
required for the New Lender to accede as a party to any Security Document to
which the Existing Lender is a party in its capacity as a Lender and/or (if it will no
longer have an Available Commitment or participation in the Facility) to remove the
Existing Lender as a party to and/or beneficiary of any such Security Document
and, in relation to such Security Documents, completing any filing, registration or
notice requirements;
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(iii)on the performance by the Agent of all necessary “know your customer” or similar
checks under all applicable laws and regulations relating to any person that it is
required to carry out in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing Lender and the
New Lender; and
(iv)if the total amount of participation and Commitment of the Existing Lender being
assigned is not less than €1,000,000.
(b)Each New Lender, by executing the relevant Transfer Certificate, confirms, for the
avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or
waiver that has been approved by or on behalf of the requisite Lender or Lenders in
accordance with the Finance Documents on or prior to the date on which the assignment
becomes effective in accordance with the Finance Documents and that it is bound by that
decision to the same extent as the Existing Lender would have been had it remained a
Lender.
34.4Processing fee
The New Lender shall, on the date upon which an assignment takes effect, pay to the Agent (for
its own account) a fee of €5,000.
34.5Processing expenses
The New Lender shall, in addition to any fee payable under clause 34.4 (Processing fee),
promptly on demand, pay the Agent the amount of:
(a)all costs and expenses (including legal fees) reasonably incurred by the Agent or the
Security Agent in connection with any such assignment; and
(b)any cost, loss or liability the Agent or the Security Agent incurs in relation to all stamp
duty, registration and other similar Taxes payable in respect of any such assignment.
34.6Transfer costs and expenses relating to security
The New Lender shall, promptly on demand, pay the Agent and the Security Agent the amount
of:
(a)all costs and expenses (including legal fees) reasonably incurred by the Agent or the
Security Agent to facilitate the accession by the New Lender to, or assignment or transfer
to the New Lender of, any Security Document granted in favour of (among others) the
Lenders and/or the benefit of any such Security Document and any appropriate registration
of any such accession or assignment or transfer; and
(b)any cost, loss or liability the Agent or the Security Agent incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any such accession, assignment
or transfer.
34.7Limitation of responsibility of Existing Lenders
(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:
(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance
Documents, the Transaction Security or any other documents;
(ii)the financial condition of any Obligor;
(iii)the application of any Basel Regulation to the transactions contemplated by the
Finance Documents;
(iv)the performance and observance by any Obligor or any other person of its
obligations under the Finance Documents or any other documents; or
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(v)the accuracy of any statements (whether written or oral) made in or in connection
with any Finance Document or any other document,
and any representations or warranties implied by law are excluded.
(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i)has made (and shall continue to make) its own independent investigation and
assessment of:
(A)the financial condition and affairs of the Obligors and their related entities in
connection with its participation in this Agreement; and
(B)the application of any Basel Regulation to the transactions contemplated by
the Finance Documents;
(ii)will continue to make its own independent appraisal of the application of any Basel
Regulation to the transactions contemplated by the Finance Documents;
(iii)has not relied exclusively on any information provided to it by the Existing Lender
or any other Finance Party in connection with any Transaction Document or the
Transaction Security; and
(iv)will continue to make its own independent appraisal of the creditworthiness of each
Obligor and its related entities whilst any amount is or may be outstanding under
the Finance Documents or any Commitment is in force.
(c)Nothing in any Finance Document obliges an Existing Lender to:
(i)accept a re-assignment from a New Lender of any of the rights assigned under this
clause 34; or
(ii)support any losses directly or indirectly incurred by the New Lender by reason of
the non-performance by any Obligor of its obligations under any Transaction
Document or by reason of the application of any Basel Regulation to the
transactions contemplated by the Transaction Documents or otherwise.
34.8Procedure available for assignment
(a)Subject to the conditions set out in clause 34.2 (Borrower consultation; Hedging Providers)
and clause 34.3 (Other conditions of assignment) an assignment may be effected in
accordance with paragraph (d) below when (a) the Agent executes an otherwise duly
completed Transfer Certificate and (b) the Agent executes any document required under
paragraph (a) of clause 34.3 (Other conditions of assignment) which it may be necessary
for it to execute in each case delivered to it by the Existing Lender and the New Lender
duly executed by them and, in the case of any such other document, any other relevant
person. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable
(and in any event within 5 Business Days) after receipt by it of a Transfer Certificate and
any such other document each duly completed, appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this Agreement,
execute that Transfer Certificate and such other document.
(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the
Existing Lender and the New Lender once it is satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and regulations in
relation to the assignment to such New Lender.
(c)The Obligors who are Parties and the other Finance Parties irrevocably authorise the Agent
to execute any Transfer Certificate on their behalf without any consultation with them.
(d)Οn the Transfer Date:
(i)the Existing Lender will assign absolutely to the New Lender the rights under the
Finance Documents expressed to be the subject of the assignment in the Transfer
Certificate;
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(ii)the Existing Lender will be released by each Obligor and the other Finance Parties
from the obligations owed by it (the Relevant Obligations) and expressed to be
the subject of the release in the Transfer Certificate (but the obligations owed by
the Obligors under the Finance Documents shall not be released); and
(iii)the New Lender shall become a Party as a “Lender” and will be bound by
obligations equivalent to the Relevant Obligations.
(e)Lenders may utilise procedures other than those set out in this clause 34.8 to assign their
rights under the Finance Documents (but not, without the consent of the relevant Obligor or
unless in accordance with this clause 34.8 to obtain a release by that Obligor from the
obligations owed to that Obligor by the Lenders nor the assumption of equivalent
obligations by a New Lender) provided that they comply with the conditions set out in
clause 34.2 (Borrower Consultation; Hedging Providers) and clause 34.3 (Other conditions
of assignment).
34.9Copy of Transfer Certificate to Borrower
The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate
and any other document required under paragraph (a) of clause 34.3 (Other conditions of
assignment), send a copy of that Transfer Certificate and such other documents to the Borrower.
34.10Security over Lenders’ rights
(a)In addition to the other rights provided to Lenders under this clause 34, each Lender may
without consulting with or obtaining consent from any Obligor, at any time charge, assign or
otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all
or any of its rights under any Finance Document to secure obligations of that Lender
including, without limitation:
(i)any charge, assignment or other Security Interest to secure obligations to a federal
reserve or central bank (including, for the avoidance of doubt, the European
Central Bank);
(ii)any assignment to a special purpose vehicle set up by a Lender or Affiliate of any
Lender where a charge, assignment or other Security Interest is to be created over
securities issued by such special purpose vehicle in favour of a federal reserve or
central bank (including, for the avoidance of doubt, the European Central Bank);
and
(iii)any charge, assignment or other Security Interest granted to any holders (or trustee
or representatives of holders) of obligations owed, or securities issued, by that
Lender as security for those obligations or securities,
except that no such charge, assignment or other Security Interest shall:
(A)release a Lender from any of its obligations under the Finance Documents or
substitute the beneficiary of the relevant charge, assignment or other
Security Interest for the Lender as a party to any of the Finance Documents;
or
(B)require any payments to be made by an Obligor other than or in excess of, or
grant to any person any more extensive rights than, those required to be
made or granted to the relevant Lender under the Finance Documents.
(b)Notwithstanding any provision to the contrary, upon the enforcement of any charge,
assignment or other Security Interest referenced under paragraph (a) above, the
beneficiary thereof (the Beneficiary) shall deliver notice of that enforcement to the Agent,
which shall take effect in accordance with its terms, and the Beneficiary shall, upon
completion of the conditions referenced in paragraph (a)(iii) of Clause 34.3 (Other
conditions of assignment) become a party as a New Lender in respect of the rights which
are subject to that charge, assignment or Security Interest.
(c)The Borrower undertakes to comply with all necessary formalities, if any, and take all steps
necessary in order to ensure the enforceability, recognition or priority of the assignment,
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charge, pledge or Security Interest granted over any Lender’s rights under or pursuant to
this Clause 34.10 and (as applicable) the enforcement thereof.
34.11Pro rata interest settlement
(a)In respect of any assignment pursuant to clause 34.8 (Procedure available for assignment)
the Transfer Date of which, in each case, is not on the last day of an Interest Period:
(i)any interest or fees in respect of the relevant participation which are
expressed to accrue by reference to the lapse of time shall continue to accrue in
favour of the Existing Lender up to but excluding the Transfer Date (Accrued
Amounts) and shall become due and payable to the Existing Lender (without
further interest accruing on them) on the last day of the current Interest Period (or,
if the Interest Period is longer than six months, on the next of the dates which falls
at six monthly intervals after the first day of that Interest Period); and
(ii)the rights assigned or transferred by the Existing Lender will not include the
right to the Accrued Amounts so that, for the avoidance of doubt:
(A)when the Accrued Amounts become payable, those Accrued Amounts will be
payable for the account of the Existing Lender; and
(B)the amount payable to the New Lender on that date will be the amount which
would, but for the application of this clause 34.11, have been payable to it on
that date, but after deduction of the Accrued Amounts.
(b)In this clause references to Interest Period shall be construed to include a reference to any
other period for accrual of fees.
34.12Accession of Hedging Providers to this Agreement
Any Party (other than an Original Lender) which becomes a Lender after the date of this
Agreement with a Commitment which represents at least five per cent. (5%) of the Total
Commitments at the time it becomes a Lender shall, at the same time, become a Party to this
Agreement as a Hedging Provider.
35Changes to the Obligors
35.1Assignment and transfers by Obligors
Except with the prior written consent of all the Lenders, no Obligor may assign any of its rights
or transfer any of its rights or obligations under the Finance Documents.
35.2Prohibition on Debt Purchase Transactions by the Group
The Obligors shall not, and Guarantor A (until the Share Exchange Completion) and UK ListCo
(on and from the Share Exchange Completion) shall (as applicable) procure that each Group
Member shall not, enter into any Debt Purchase Transaction or be a Lender or beneficially own
all or any part of the share capital of a company that is or is to be a Lender or a party to a Debt
Purchase Transaction of the type referred to in the definition of Debt Purchase Transaction.
35.3Disenfranchisement of Debt Purchase Transactions entered into by Guarantor Affiliates
(a)For so long as a Guarantor Affiliate (i) beneficially owns a Commitment or (ii) has entered
into a sub-participation agreement relating to a Commitment or other agreement or
arrangement having a substantially similar economic effect and such agreement or
arrangement has not been terminated:
(i)in ascertaining the Majority Lenders or whether any given percentage (including, for
the avoidance of doubt, unanimity) of the Total Commitments or any agreement of
any specified group of Lenders has been obtained to approve any request for a
consent, waiver, amendment or other vote under the Finance Documents, such
Commitment shall be deemed to be zero; and
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(ii)for the purposes of clause 50.2 (All Lender matters), such Guarantor Affiliate or the
person with whom it has entered into such sub-participation, other agreement or
arrangement shall be deemed not to be a Lender for the purpose of paragraph (i)
above (unless, in the case of a person not being a Guarantor Affiliate, it is a Lender
by virtue otherwise than by beneficially owning the relevant Commitment).
(b)Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer,
promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction
with a Guarantor Affiliate (a Notifiable Debt Purchase Transaction), such notification to
be substantially in the form set out in Part 1 of Schedule 11 (Forms of Notifiable Debt
Purchase Transaction Notice).
(c)No Lender shall knowingly enter into any Notifiable Finance Purchase Transaction unless
such Notifiable Finance Purchase Transaction relates to the entirety of its Commitment in
the Facility.
(d)A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which
it is a party:
(i)is terminated; or
(ii)ceases to be with a Guarantor Affiliate,
such notification to be substantially in the form set out in Part 2 of Schedule 11 (Forms of
Notifiable Debt Purchase Transaction Notice).
(e)Each Guarantor Affiliate that is a Lender agrees that:
(i)in relation to any meeting or conference call to which all the Lenders are invited to
attend or participate, it shall not attend or participate in the same if so requested by
the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda
or any minutes of the same; and
(ii)in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled
to receive any report or other document prepared at the behest of, or on the
instructions of or addressed to, the Agent or one or more of the Lenders. For the
avoidance of doubt the only information the Lender is entitled to receive are
operational notices for that Lender in connection with their Commitment.
35.4Guarantor Affiliates’ notification to other Lenders of Debt Purchase Transactions
Any Guarantor Affiliate which is or becomes a Lender and which enters into a Debt Purchase
Transaction as a purchaser or a participant shall, by 5.00 pm on the Business Day following the
day on which it entered into the Debt Purchase Transaction, notify the Agent of the extent of the
Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The
Agent shall promptly disclose such information to the Lenders.
35.5Additional Guarantors
(a)Subject to compliance with the provisions of paragraph (c) of clause 21.13 (“Know your
customer” checks), Guarantor A (up to the Share Exchange Completion) and UK ListCo (on
and from the Share Exchange Completion) may request that any of its Subsidiaries (or, UK
ListCo, as applicable) becomes an Additional Guarantor (1) for the purposes of clause
24.8(b) or (c) (Chartering) where there is a change of Bareboat Charterer of the Ship and
the proposed Bareboat Charterer of the Ship is not already a Guarantor or (2) for the
purposes of a transfer of shares in the Borrower to an Approved Shareholder such that
such change does not constitute or result in a Change of Control or (3) for the purposes of
the Permitted Reorganisation pursuant to clause 23.9 (Merger and Permitted
Reorganisation). That Subsidiary shall become an Additional Guarantor if:
(i)with the exception of UK ListCo, it is a direct or indirect (and wholly-owned unless it
is to be a Bareboat Charterer under a JV Bareboat Charter for the Ship) Subsidiary
of Guarantor A or UK ListCo (as applicable);
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(ii)it is incorporated, registered or formed in the same jurisdiction as Guarantor A or
UK ListCo, any EEA Member Country, the United States of America or such other
jurisdiction as approved by the Lenders;
(iii)Guarantor A or UK ListCo (as applicable) and that Subsidiary (as applicable) deliver
to the Agent a duly completed and executed Accession Deed (at the cost and
expense of the Borrower);
(iv)the Agent has received all of the documents and other evidence listed in Part 4
(Conditions precedent for Additional Guarantors) of Schedule 3 (Conditions
precedent) in relation to that Additional Guarantor, each in form and substance
satisfactory to the Agent and at the cost and expense of the Borrower;
(v)the Parties have entered into such other amendments and documents (including
any amendment to this Agreement and to any of the other Finance Documents,
including additional Security Interests where required) as the Finance Parties may
require in respect of the above matters (at the cost and expense of the Borrower);
and
(vi)the entry by the Parties into any of the above documents does not otherwise
constitute a Default nor would otherwise cause or result in a Default (and
Guarantor A confirms the same in writing to the Agent).
(b)The Agent shall notify Guarantor A (up to the Share Exchange Completion) or UK ListCo
(on and from the Share Exchange Completion), the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it) all the documents and other
evidence listed in Part 4 (Conditions precedent for Additional Guarantors) of Schedule 3
(Conditions precedent) and those listed in any of the preceding paragraphs of this clause
35.5 in each case in respect of an Additional Guarantor.
(c)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary
before the Agent gives the notification described in paragraph (b) above, the Lenders
authorise (but do not require) the Agent to give that notification. The Agent shall not be
liable for any damages, costs or losses whatsoever as a result of giving any such
notification.
(d)With effect on the date of delivery of the duly executed Accession Deed to the Agent and
the Security Agent in respect of an Additional Guarantor (the Relevant Additional
Guarantor) and provided that on or before such date the Agent has given the notification
described in paragraph (b) above in respect of the Relevant Additional Guarantor:
(i)the Parties hereby agree and confirm that the Relevant Additional Guarantor will be
made an additional party to this Agreement, as joint and several guarantor with the
Guarantors as at the date of this Agreement (the Original Guarantors) and any
other Additional Guarantor previously made a guarantor under this Agreement
pursuant to this clause 35.5 (a Previously Acceded Additional Guarantor), and
this Agreement shall henceforth be construed and treated in all respects as if
references therein to “Guarantors” included references to the Relevant Additional
Guarantor in addition to the Original Guarantors and any Previously Acceded
Additional Guarantor.
(ii)the Parties hereby agree and confirm that the Relevant Additional Guarantor will be
bound by the terms of this Agreement as if it had all times been named therein as
Guarantor;
(iii)the Relevant Additional Guarantor agrees that it will duly and punctually perform all
the liabilities and obligations whatsoever from time to time to be performed or
discharged by the Original Guarantors and any Previously Acceded Additional
Guarantor under this Agreement (and for which the Original Guarantors, any
Previously Acceded Additional Guarantor and the Relevant Additional Guarantor
hereby agree to be jointly and severally liable); and
(iv)without prejudice to the generality of paragraphs (ii) and (iii) above, the Relevant
Additional Guarantor agrees that it will be a guarantor under the Guarantee in
respect of the full amount of the Loan, interest thereon and all other sums which
may be or become due to the Finance Parties pursuant to any of the Finance
Documents.
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35.6Repetition of Representations
Delivery of an Accession Deed in respect of an Additional Guarantor constitutes confirmation by
that Additional Guarantor that the representations and warranties referred to in paragraph (c) of
clause 20.35 (Times when representations made) are true and correct in relation to it as at the
date of delivery as if made by reference to the facts and circumstances then existing.
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Section 10 -  The Finance Parties
36Roles of Agent, Security Agent, Arranger and Green Loan Advisor
36.1Appointment of the Agent and Security Agent
Each other Finance Party (other than the Security Agent) appoints:
(a)the Agent to act as its agent under and in connection with the Finance Documents and as
its agent and as trustee under the Security Documents;
(b)the Security Agent to act as its agent and as trustee under the Finance Documents to
which it is or is intended to be a party; and
(c)the Security Agent as agent (in Danish: fuldmægtig and repræsentant) to receive and hold
the Transaction Security under the Security Documents governed by Danish law on behalf
of and for the benefit of the Finance Parties and to be entitled to exercise all rights and
remedies under and in accordance with such Security Documents in its own name or in the
name of any of the Finance Parties and the Security Agent agrees to receive and hold the
Transaction Security accordingly. The Security Documents shall be granted by the relevant
Obligors to the Security Agent as agent (in Danish: fuldmægtig and repræsentant) for the
Finance Parties in accordance with Section 18(1), cf. Section 1(2) of the Danish Capital
Markets Act (in Danish: kapitalmarkedsloven). Each Obligor acknowledges that the
Security Agent shall act as agent (in Danish: fuldmægtig and repræsentant) for the Finance
Parties.
36.2Security Agent as trustee
The Security Agent declares that it holds the Security Property on trust for itself and the other
Finance Parties on the terms contained in this Agreement.
36.3Authorisation of Agent and Security Agent
Each of the Finance Parties authorises the Agent and the Security Agent:
(a)to perform the duties, obligations and responsibilities and to exercise the rights, powers,
authorities and discretions specifically given to the Agent or (as the case may be) the
Security Agent under or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions; and
(b)to execute each of the Security Documents and all other documents that may be approved
by the Majority Lenders for execution by it.
36.4Instructions to Agent and the Security Agent
(a)The Agent and the Security Agent shall:
(i)subject to paragraphs (d) and (e) below, exercise or refrain from exercising any
right, power, authority or discretion vested in it as Agent or (as the case may be)
the Security Agent in accordance with any instructions given to it by:
(A)all the Lenders or the Majority Lenders (as the case may be) if the relevant
Finance Document stipulates the matter requires such decision; and
(B)in all other cases, the Majority Lenders; and
(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in
accordance with paragraph (i) above (or, if the relevant Finance Document
stipulates the matter is a decision for any other Finance Party or group of Finance
Parties, in accordance with instructions given to it by that Finance Party or group of
Finance Parties).
(b)The Agent and the Security Agent shall be entitled to request instructions, or clarification of
any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates
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the matter is a decision for any other Finance Party or group of Finance Parties, from that
Finance Party or group of Finance Parties) as to whether, and in what manner, it should
exercise or refrain from exercising any right, power, authority or discretion and the Agent or
(as the case may be) the Security Agent may refrain from acting unless and until it receives
those instructions or that clarification.
(c)Save in the case of decisions stipulated to be a matter for any other Finance Party or group
of Finance Parties under the relevant Finance Document and, unless a contrary indication
appears in a Finance Document, any instructions given to the Agent or (as the case may
be) the Security Agent by the Majority Lenders shall override any conflicting instructions
given by any other Parties and will be binding on all Finance Parties.
(d)Paragraph (a) above shall not apply:
(i)where a contrary indication appears in a Finance Document;
(ii)where a Finance Document requires the Agent or the Security Agent to act in a
specified manner or to take a specified action;
(iii)in respect of any provision which protects the Agent’s or the Security Agent’s own
position in its personal capacity as opposed to its role of the Agent or the Security
Agent for the Finance Parties including, without limitation, clauses 36.9 (No duty to
account) to clause 36.14 (Exclusion of liability), clause 36.20 (Confidentiality) to
clause 37.6 (Custodians and nominees) and clauses 37.9 (Acceptance of title) to
37.12 (Disapplication of Trustee Acts).
(e)If giving effect to instructions given by any other Finance Party or group of Finance Parties
would (in the Agent’s or (as the case may be) the Security Agent’s opinion) have an effect
equivalent to an amendment or waiver which is subject to clause 50 (Amendments and
waivers), the Agent or (as the case may be) the Security Agent shall not act in accordance
with those instructions unless consent to it so acting is obtained from each Party (other
than itself) whose consent would have been required in respect of that amendment or
waiver.
(f)The Agent or the Security Agent may refrain from acting in accordance with any instructions
of any other Finance Party or group of Finance Parties until it has received any
indemnification and/or security that it may in its discretion require (which may be greater in
extent than that contained in the Finance Documents and which may include payment in
advance) for any cost, loss or liability (together with any applicable VAT) which it may incur
in complying with those instructions.
(g)Without prejudice to the provisions of clause 38 (Enforcement of Transaction Security) and
the remainder of this clause 36, in the absence of instructions, the Agent and the Security
Agent may act (or refrain from acting) as it considers to be in the best interest of the
Lenders.
36.5Legal or arbitration proceedings
Neither the Agent nor the Security Agent is not authorised to act on behalf of another Finance
Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings
relating to any Finance Document. This clause 36.5 shall not apply to any legal or arbitration
proceeding relating to the perfection, preservation or protection of rights under the Security
Documents or enforcement of the Transaction Security.
36.6Duties of the Agent and the Security Agent
(a)The Agent’s and the Security Agent’s duties under the Finance Documents are solely
mechanical and administrative in nature.
(b)Subject to paragraph (c) below, the Agent or (as the case may be) the Security Agent shall
promptly:
(i)(in the case of the Security Agent) forward to the Agent a copy of any document
received by the Security Agent from any Obligor under any Finance Document; and
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(ii)forward to a Party the original or a copy of any document which is delivered to the
Agent or (as the case may be) the Security Agent for that Party by any other Party.
(c)Without prejudice to clause 34.9 (Copy of Transfer Certificate to Borrower), paragraph (b)
above shall not apply to any Transfer Certificate.
(d)Except where a Finance Document specifically provides otherwise, neither the Agent nor
the Security Agent is obliged to review or check the adequacy, accuracy or completeness
of any document it forwards to another Party.
(e)Without prejudice to clause 39.12 (Notification of prescribed events), if the Agent receives
notice from a Party referring to this Agreement, describing a Default and stating that the
circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other
fee payable to a Finance Party (other than the Agent or an Arranger or the Security Agent
for their own account) under this Agreement, it shall promptly notify the other Finance
Parties.
(g)The Agent and the Security Agent shall have only those duties, obligations and
responsibilities expressly specified in the Finance Documents to which it is expressed to be
a party (and no others shall be implied).
36.7Role of the Arrangers and Green Loan Advisor
Except as specifically provided in the Finance Documents, each of the Arrangers and the Green
Loan Advisor have no obligations of any kind to any other Party under or in connection with any
Finance Document or the transactions contemplated by the Finance Documents.
36.8No fiduciary duties
Nothing in any Finance Document constitutes the Agent, the Security Agent, any Arranger or the
Green Loan Advisor as a trustee or fiduciary of any other person except to the extent that the
Security Agent acts as trustee for the other Finance Parties pursuant to clause 36.2 (Security
Agent as trustee).
36.9No duty to account
None of the Agent, the Security Agent, any Arranger, the Green Loan Advisor or any Ancillary
Lender shall be bound to account to any other Finance Party for any sum or the profit element of
any sum received by it for its own account.
36.10Business with the Group
The Agent, the Security Agent, the Arrangers, the Green Loan Coordinator and each Ancillary
Lender may accept deposits from, lend money to and generally engage in any kind of banking
or other business with any Obligor or other Group Member or their Affiliates.
36.11Rights and discretions of the Agent and the Security Agent
(a)The Agent and the Security Agent may:
(i)rely on any representation, communication, notice or document believed by it to be
genuine, correct and appropriately authorised;
(ii)assume that:
(A)any instructions received by it from the Majority Lenders, any Lenders or
other Finance Parties or any group of Lenders or other Finance Parties are
duly given in accordance with the terms of the Finance Documents;
(B)unless it has received notice of revocation, that those instructions have not
been revoked; and
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(C)in the case of the Security Agent, if it receives any instructions to act in
relation to the Transaction Security, that all applicable conditions under the
Finance Documents for so acting have been satisfied; and
(iii)rely on a certificate from any person:
(A)as to any matter of fact or circumstance which might reasonably be expected
to be within the knowledge of that person; or
(B)to the effect that such person approves of any particular dealing, transaction,
step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A)
above, may assume the truth and accuracy of that certificate.
(b)The Agent and the Security Agent may assume (unless it has received notice to the
contrary in its capacity as agent or (as the case may be) security trustee for the other
Finance Parties) that:
(i)no Default has occurred (unless (in the case of the Agent) it has actual knowledge
of a Default arising under clause 32.1 (Non-payment));
(ii)any right, power, authority or discretion vested in any Party or any group of Finance
Parties has not been exercised; and
(iii)any notice or request made by the Borrower (other than (in the case of the Agent)
the Utilisation Request or Selection Notice) is made on behalf of and with the
consent and knowledge of all the Obligors.
(c)Each of the Agent and the Security Agent may engage and pay for the advice or services of
any lawyers, accountants, tax advisers, insurance consultants, vessel managers, valuers,
surveyors or other professional advisers or experts.
(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below each of
the Agent and the Security Agent may at any time engage and pay for the services of any
lawyers to act as independent counsel to it (and so separate from any lawyers instructed by
the Lenders or any other Finance Party) if it, in its reasonable opinion, deems this to be
desirable.
(e)Each of the Agent and the Security Agent may rely on the advice or services of any
lawyers, accountants, tax advisers, insurance consultants, vessel managers, valuers,
surveyors or other professional advisers or experts (whether obtained by it or by any other
Party) and shall not be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever arising as a result of its so relying.
(f)The Agent, the Security Agent, any Receiver and any Delegate may act in relation to the
Finance Documents, the Transaction Security and the Security Property through its officers,
employees and agents and shall not:
(i)be liable for any error of judgment made by any such person; or
(ii)be bound to supervise, or be in any way responsible for any loss incurred by
reason of misconduct, omission or default on the part, of any such person,
unless such error or such loss was directly caused by the Agent’s, the Security Agent’s,
Receiver’s or Delegate’s gross negligence or wilful misconduct.
(g)Unless any Finance Document expressly specifies otherwise, the Agent or the Security
Agent may disclose to any other Party any information it reasonably believes it has
received as agent or security trustee under this Agreement.
(h)Notwithstanding any other provision of any Finance Document to the contrary, none of the
Agent, the Security Agent nor any Arranger is obliged to do or omit to do anything if it would
or might in its reasonable opinion constitute a breach of any law or regulation or a breach
of a fiduciary duty or duty of confidentiality.
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(i)Notwithstanding any provision of any Finance Document to the contrary, neither the Agent
nor the Security Agent is obliged to expend or risk its own funds or otherwise incur any
financial liability in the performance of its duties, obligations or responsibilities or the
exercise of any right, power, authority or discretion if it has grounds for believing the
repayment of such funds or adequate indemnity against, or security for, such risk or liability
is not reasonably assured to it.
(j)Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or
other information under clause 21 (Information undertakings) unless so required in writing
by a Lender or any Hedging Provider, in which case the Agent shall promptly make the
appropriate request of the Borrower if such request would be in accordance with the terms
of this Agreement.
36.12Responsibility for documentation and other matters
(a)None of the Agent, the Security Agent, any Arranger, any Ancillary Lender, any Receiver or
any Delegate is responsible or liable for:
(i)the adequacy, accuracy or completeness of any information (whether oral or
written) supplied by the Agent, the Security Agent, any Arranger, an Ancillary
Lender, an Obligor or any other person in or in connection with any Finance
Document or the transactions contemplated in the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;
(ii)the legality, validity, effectiveness, adequacy or enforceability of any Transaction
Document, the Transaction Security or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection
with any Transaction Document, the Transaction Security or the Security Property;
(iii)the application of any Basel Regulation to the transactions contemplated by the
Finance Documents;
(iv)(in the case of the Security Agent) any loss to the Security Property arising in
consequence of the failure, depreciation or loss of any Charged Property or any
investments made or retained in good faith or by reason of any other matter or
thing;
(v)the failure of any Obligor or any other party to perform its obligations under any
Transaction Document or the financial condition of any such person;
(vi)(save as otherwise provided in this clause 36) taking or omitting to take any other
action under or in relation to the Security Documents;
(vii)failing to register any of the Security Documents in accordance with the provisions
of the documents of title of any Obligor to any of the Charged Property;
(viii)any other beneficiary of a Security Document failing to perform or discharge any of
its duties or obligations under any Finance Document; or
(ix)any determination as to whether any information provided or to be provided to any
Finance Party is non-public information the use of which may be regulated or
prohibited by any applicable law or regulation relating to insider dealing or
otherwise.
(b)The Agent is not responsible or liable for the adequacy, accuracy or completeness of any
Green Loan Information (whether oral or written) supplied by the Borrower, any Group
Member, the External Reviewer or any other person in or in connection with any Green
Loan Report and/or any Green Loan Provisions contemplated in this Agreement or any
other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Facility.
36.13No duty to monitor
Neither the Agent nor the Security Agent shall be bound to enquire:
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(a)whether or not any Default has occurred;
(b)as to the performance, default or any breach by any Party or any Obligor of its obligations
under any Finance Document;
(c)whether any other event specified in any Finance Document has occurred;
(d)whether or not any Declassification Event, Green Loan or a Green Loan Compliance
Certificate Inaccuracy has occurred; or
(e)as to the performance, default or any breach by any Obligor of its obligations under any
Green Loan Provision.
36.14Exclusion of liability
(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any
Finance Document excluding or limiting the liability of the Agent, the Security Agent, any
Ancillary Lender, any Receiver or Delegate), none of the Agent, the Security Agent, any
Ancillary Lender, any Receiver nor any Delegate will be liable (including, without limitation,
for negligence or any other category of liability whatsoever) for:
(i)any damages, costs or losses to any person, any diminution in value, or any liability
whatsoever arising as a result of taking or not taking any action under or in
connection with any Finance Document or the Security Property, unless directly
caused by its gross negligence or wilful misconduct;
(ii)exercising, or not exercising, any right, power, authority or discretion given to it by,
or in connection with, any Finance Document, the Security Property or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with, any Finance Document or the Security
Property;
(iii)any shortfall which arises on the enforcement or realisation of the Security
Property; or
(iv)without prejudice to the generality of paragraphs (i) to (iii) above, any damages,
costs, losses, any diminution in value or any liability whatsoever arising as a result
of:
(A)any act, event or circumstance not reasonably within its control; or
(B)the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses,
diminution in value or liability arising as a result of: nationalisation,
expropriation or other governmental actions; any regulation, currency
restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any
Disruption Event), breakdown, failure or malfunction of any third party
transport, telecommunications, computer services or systems; natural
disasters or acts of God; war, terrorism, insurrection or revolution; or strikes
or industrial action.
(b)No Party (other than the Agent, the Security Agent, an Ancillary Lender, that Receiver or
that Delegate (as applicable)) may take any proceedings against any officer, employee or
agent of the Agent, the Security Agent, any Ancillary Lender, a Receiver or a Delegate in
respect of any claim it might have against the Agent, the Security Agent, an Ancillary
Lender, a Receiver or a Delegate or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Transaction Document or any Security Property
and any officer, employee or agent of the Agent, the Security Agent, any Ancillary Lender, a
Receiver or a Delegate may rely on this clause subject to clause 1.4 (Third party rights)
and the provisions of the Third Parties Act.
(c)Neither of the Agent or the Security Agent will be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Finance
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Documents to be paid by it if it has taken all necessary steps as soon as reasonably
practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by it for that purpose.
(d)Nothing in any Finance Document shall oblige the Agent the Security Agent, or any
Arranger to carry out:
(i)any “know your customer” or other checks in relation to any person; or
(ii)any check on the extent to which any transaction contemplated by any of the
Finance Documents might be unlawful for any Finance Party or for any Affiliate of
any Finance Party,
on behalf of any other Finance Party and each other Finance Party confirms to the Agent,
the Security Agent and the Arrangers that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks
made by the Agent, the Security Agent or any Arranger.
(e)Without prejudice to any provision of any Finance Document excluding or limiting the
liability of the Agent, the Security Agent, any Receiver or any Delegate, any liability of the
Agent, the Security Agent, any Receiver or any Delegate arising under or in connection
with any Finance Document or the Security Property shall be limited to the amount of
actual loss which has been finally judicially determined to have been suffered (as
determined by reference to the date of default of the Agent, the Security Agent, Receiver or
Delegate (as the case may be) or, if later, the date on which the loss arises as a result of
such default) but without reference to any special conditions or circumstances known to the
Agent, the Security Agent, Receiver or Delegate (as the case may be) at any time which
increase the amount of that loss. In no event shall the Agent, the Security Agent, any
Receiver or any Delegate be liable for any loss of profits, goodwill, reputation, business
opportunity or anticipated saving, or for special, punitive, indirect or consequential
damages, whether or not the Agent, the Security Agent, Receiver or Delegate (as the case
may be) has been advised of the possibility of such loss or damages.
(f)The Agent is not acting in an advisory capacity to any person in respect of the GLP nor will
the Agent be obliged to verify whether any Facility will comply with the GLP on behalf of
any of the Finance Parties and each Finance Party is solely responsible at all times for
making its own independent appraisal of, and analysis in relation to, each Green Asset
Criteria, the Green Loan Information and any other Green Loan Provision of this
Agreement.
36.15Lenders’ indemnity to the Agent and others
(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to
their being reduced to zero) indemnify the Agent, the Security Agent, every Receiver and
every Delegate, within three Business Days of demand, against any Losses (including,
without limitation, for negligence or any other category of liability whatsoever) incurred by
any of them (otherwise than by reason of the relevant Agent’s, Security Agent’s Receiver’s
or Delegate’s gross negligence or wilful misconduct) (or, in the circumstances
contemplated pursuant to clause 44.10 (Disruption to payment systems etc.),
notwithstanding the Agent’s negligence, gross negligence, or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent,
Security Agent, Receiver or Delegate under, or exercising any authority conferred under,
the Finance Documents (unless the relevant Agent, Security Agent, Receiver or Delegate
has been reimbursed by an Obligor pursuant to a Finance Document).
(b)Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any
Lender for any payment that Lender makes to the Agent or the Security Agent or any
Receiver or Delegate pursuant to paragraph (a) above.
(c)Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of
which the Lender claims reimbursement relates to a liability of the Agent or the Security
Agent to an Obligor.
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36.16Resignation of the Agent or the Security Agent
(a)The Agent or the Security Agent may resign and appoint one of its Affiliates as successor
by giving notice to the other Finance Parties and the Borrower.
(b)Alternatively, the Agent or the Security Agent may resign by giving 30 days’ notice to the
other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a
successor Agent.
(c)If the Majority Lenders have not appointed a successor Agent or Security Agent in
accordance with paragraph (b) above within 20 days after notice of resignation was given,
the retiring Agent or Security Agent (after consultation with (in the case of the Agent) the
Borrower) or (in the case of the Security Agent) the Agent may appoint a successor Agent
or Security Agent.
(d)If the Agent or the Security Agent wishes to resign because (acting reasonably) it has
concluded that it is no longer appropriate for it to remain as agent or trustee and the Agent
or the Security Agent is entitled to appoint a successor Agent or (as the case may be) the
Security Agent under paragraph (c) above, the Agent or (as the case may be) the Security
Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to
persuade the proposed successor Agent or (as the case may be) the Security Agent to
become a party to this Agreement as Agent or (as the case may be) the Security Agent)
agree with the proposed successor Agent or (as the case may be) the Security Agent
amendments to this clause 36 and any other term of this Agreement dealing with the rights
or obligations of the Agent or (as the case may be) the Security Agent consistent with then
current market practice for the appointment and protection of corporate trustees together
with any reasonable amendments to the fee payable to it in its capacity as Agent or (as the
case may be) the Security Agent under this Agreement which are consistent with the
successor Agent’s or (as the case may be) the Security Agent’s normal fee rates and those
amendments will bind the Parties.
(e)The retiring Agent or the retiring Security Agent, shall make available to the successor
Agent or Security Agent such documents and records and provide such assistance as the
successor Agent or Security Agent may reasonably request for the purposes of performing
its functions as Agent or (as the case may be) the Security Agent under the Finance
Documents. The Borrower shall, within three Business Days of demand, reimburse the
retiring Agent or (as the case may be) the Security Agent for the amount of all costs and
expenses (including legal fees) (together with any applicable VAT) properly incurred by it in
making available such documents and records and providing such assistance.
(f)The Agent’s or Security Agent’s resignation notice shall only take effect upon:
(i)the appointment of a successor; and
(ii)(in the case of the Security Agent) the transfer or assignment of all the Transaction
Security and the other Security Property to that successor and any appropriate
filings or registrations, any notices of transfer or assignment and the payment of
any fees or duties related to such transfer or assignment which the Security Agent
considers necessary or advisable have been duly completed.
(g)Upon the appointment of a successor, the retiring Agent or Security Agent shall be
discharged from any further obligation in respect of the Finance Documents (other than its
obligations under paragraph (b) of clause 37.10 (Winding up of trust) and paragraph (e)
above) but shall remain entitled to the benefit of clauses 16.4 (Indemnity to the Agent and
the Security Agent) and 16.5 (Indemnity concerning security) and this clause 36 (and any
agency or other fees for the account of the retiring Agent or the Security Agent in its
capacity as such shall cease to accrue from (and shall be payable on) that date). Any
successor and each of the other Parties shall have the same rights and obligations
amongst themselves as they would have had if that successor had been an original Party.
(h)The Agent shall resign in accordance with paragraph (b) above (and, to the extent
applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to
paragraph (c) above) if on or after the date which is three months before the earliest FATCA
Application Date relating to any payment to the Agent under the Finance Documents,
either:
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(i)the Agent fails to respond to a request under clause 14.9 (FATCA Information) and
the Borrower or a Lender reasonably believes that the Agent will not be (or will
have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii)the information supplied by the Agent pursuant to clause 14.9 (FATCA Information)
indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt
Party on or after that FATCA Application Date; or
(iii)the Agent notifies the Borrower and the Lenders that the Agent will not be (or will
have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,
and (in each case) the Borrower or a Lender reasonably believes that a Party will be
required to make a FATCA Deduction that would not be required if the Agent were a
FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it
to resign.
36.17Replacement of the Agent
(a)After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice to
the Agent replace the Agent by appointing a successor Agent.
(b)The retiring Agent shall (at the expense of the Lenders) make available to the successor
Agent such documents and records and provide such assistance as the successor Agent
may reasonably request for the purposes of performing its functions as Agent under the
Finance Documents.
(c)The appointment of the successor Agent shall take effect on the date specified in the notice
from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be
discharged from any further obligation in respect of the Finance Documents (other than its
obligations under paragraph (b) above) but shall remain entitled to the benefit of clauses
16.4 (Indemnity to the Agent and the Security Agent) and this clause 36 (and any agency
fees for the account of the retiring Agent shall cease to accrue from (and shall be payable
on) that date).
(d)Any successor Agent and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an
original Party.
(e)Paragraph (f) of clause 36.16 (Resignation of the Agent or the Security Agent) shall apply
to any replacement of the Agent under this clause 36.17.
36.18Replacement of the Security Agent
(a)The Majority Lenders may, by notice to the Security Agent, require the Security Agent to
resign in accordance with paragraph (b) of clause 36.16 (Resignation of the Agent or the
Security Agent). In this event, the Security Agent shall resign in accordance with that
paragraph but the cost referred to in paragraph (a) of clause 36.16 (Resignation of the
Agent or the Security Agent) shall be for the account of the Borrower.
(b)Any person appointed and replacing the Security Agent (or a successor Security Agent)
shall automatically act as agent and representative (Da: fuldmægtig og repræsentant) in
accordance with section 18(1), cf. section 1(2), of the Danish Capital Markets Act and be
entitled to exercise all rights and remedies under and in accordance with this Agreement in
its own name or in the name of any of the Finance Parties.
36.19Information from the Finance Parties
Each Finance Party shall supply the Agent or the Security Agent with any information that the
Agent or (as the case may be) the Security Agent may reasonably specify as being necessary or
desirable to enable the Agent or (as the case may be) the Security Agent to perform its functions
as Agent or (as the case may be) the Security Agent.
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36.20Confidentiality
(a)In acting as agent or trustee for the Finance Parties, the Agent or (as the case may be) the
Security Agent shall be regarded as acting through its agency, trustee or other division or
department directly responsible for the management of the Finance Documents which shall
be treated as a separate entity from any other of its divisions or departments.
(b)If information is received by another division or department of the Agent or (as the case
may be) the Security Agent, it may be treated as confidential to that division or department
and the Agent or (as the case may be) the Security Agent shall not be deemed to have
notice of it.
(c)Notwithstanding any other provision of any Finance Document to the contrary, neither the
Agent nor any Arranger is obliged to disclose to any other person (i) any confidential
information or (ii) any other information if the disclosure would, or might in its reasonable
opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
36.21Agent’s relationship with the Lenders and Hedging Providers
(a)The Agent may treat the person shown in its records as Lender or as a Hedging Provider at
the opening of business (in the place of the Agent’s principal office as notified to the
Finance Parties from time to time) as the Lender or (as the case may be) as a Hedging
Provider acting through its Facility Office:
(i)entitled to or liable for any payment due under any Finance Document on that day;
and
(ii)entitled to receive and act upon any notice, request, document or communication or
make any decision or determination under any Finance Document made or
delivered on that day,
unless it has received not less than five Business Days prior notice from that Lender or
(as the case may be) as a Hedging Provider to the contrary in accordance with the terms
of this Agreement.
(b)Any Lender or Hedging Provider may by notice to the Agent appoint a person to receive on
its behalf all notices, communications, information and documents to be made or
despatched to that Lender or (as the case may be) Hedging Provider under the Finance
Documents. Such notice shall contain the address and (where communication by electronic
mail or other electronic means is permitted under clause 46.5 (Electronic communication))
electronic mail address and/or any other information required to enable the sending and
receipt of information by that means (and, in each case, the department or officer, if any, for
whose attention communication is to be made) and be treated as a notification of a
substitute address, electronic mail address, department and officer (or such other
information) by that Lender or (as the case may be) Hedging Provider for the purposes of
clause 46.2 (Addresses) and clause 46.5 (Electronic communication) and the Agent shall
be entitled to treat such person as the person entitled to receive all such notices,
communications, information and documents as though that person were that Lender or (as
the case may be) Hedging Provider.
36.22Information from the Finance Parties
Each Finance Party shall supply the Agent with any information that the Agent may reasonably
specify as being necessary or desirable to enable the Agent to perform its functions as Agent.
36.23Credit appraisal by the Finance Parties and Ancillary Lenders
Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in
connection with any Finance Document, each other Finance Party and Ancillary Lender confirms
to the Agent, the Security Agent, the Arrangers and each Ancillary Lender that it has been, and
will continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance Document including but
not limited to:
(a)the financial condition, status and nature of each Obligor and other Group Members;
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(b)the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,
the Transaction Security, the Security Property and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any
Transaction Document, the Transaction Security or the Security Property;
(c)the application of any Basel Regulation to the transactions contemplated by the Finance
Documents;
(d)whether that Finance Party or Ancillary Lender has recourse, and the nature and extent of
that recourse, against any Party or any of its respective assets under or in connection with
any Finance Document, the Transaction Security, the Security Property, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any
Finance Document, the Transaction Security or the Security Property;
(e)the adequacy, accuracy or completeness of any information provided by the Agent, the
Security Agent, the Arrangers or any other Party or by any other person under or in
connection with, the transactions contemplated by any Transaction Document or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Transaction Document; and
(f)the right or title of any person in or to, or the value or sufficiency of, any part of the Charged
Property, the priority of any of the Transaction Security or the existence of any Security
Interest affecting the Charged Property.
36.24Deduction from amounts payable by the Agent
If any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes
of the Finance Documents that Party shall be regarded as having received any amount so
deducted.
36.25Reliance and engagement letters
Each of the Agent, the Security Agent and the Arrangers may enter into any reliance letter or
engagement letter relating to any valuations, reports, opinions or letters or advice or assistance
provided by lawyers, accountants, tax advisers, insurance consultants, vessel managers,
valuers, surveyors or other professional advisers or experts in connection with the Transaction
Documents or the transactions contemplated in the Finance Documents on such terms as it may
consider appropriate (including, without limitation, restrictions on the lawyer’s, accountant’s, tax
adviser’s, insurance consultant’s, vessel manager’s, valuer’s, surveyor’s or other professional
adviser’s or expert’s liability and the extent to which their valuations, reports, opinions or letters
may be relied on or disclosed).
36.26Amounts paid in error
(a)If the Agent or the Security Agent pays an amount to another Party and the Agent or (as the
case may be) the Security Agent notifies that Party that such payment was an Erroneous
Payment then the Party to whom that amount was paid by the Agent shall on demand
refund the same to the Agent or (as the case may be) the Security Agent.
(b)Neither:
(i)the obligations of any Party to the Agent or the Security Agent; nor
(ii)the remedies of the Agent or the Security Agent,
(c)(whether arising under this clause 36.26 or otherwise) which relate to an Erroneous
Payment will be affected by any act, omission, matter or thing (including, without
limitation, any obligation pursuant to which an Erroneous Payment is made) which, but for
this paragraph (b), would reduce, release, preclude or prejudice any such obligation or
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remedy (whether or not known by the Agent or (as the case may be) the Security Agent or
any other Party).
(d)All payments to be made by a Party to the Agent or Security Agent (whether made pursuant
to this clause 36.26 or otherwise) which relate to an Erroneous Payment shall be calculated
and be made without (and free and clear of any deduction for) set-off or counterclaim.
(e)In this Agreement, “Erroneous Payment” means a payment of an amount by the Agent or
the Security Agent to another Party which at the time of receipt of such payment by such
other Party was not contractually due to it pursuant to the terms of this Agreement.
37Trust and security matters
37.1Undertaking to pay
(a)Each Obligor who is a Party undertakes with the Security Agent as trustee for the Finance
Parties that it will, on demand by the Security Agent, pay to the Security Agent as trustee
for the Finance Parties all money from time to time owing to the other Finance Parties (in
addition to paying any money owing under the Finance Documents to the Security Agent
for its own account), and discharge all other obligations from time to time incurred, by it
under or in connection with the Finance Documents.
(b)Each payment which such an Obligor makes to another Finance Party in accordance with
any Finance Document shall, to the extent of the amount of that payment, satisfy that
Obligor’s corresponding obligation under paragraph (a) above to make that payment to the
Security Agent.
37.2Parallel debt
(a)Additional definitions:
In this clause:
Corresponding Debt means any amount, other than any Parallel Debt, which an Obligor
owes from time to time to a Finance Party under or in connection with the Finance
Documents.
Parallel Debt means any amount which an Obligor owes to the Security Agent under
clause 37.2(b) below or under that clause as incorporated by reference or in full in any
other Finance Document.
(b)Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its
Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its
Corresponding Debt.
(c)The Parallel Debt of an Obligor:
(i)shall become due and payable at the same time as its Corresponding Debt; and
(ii)is independent and separate from, and without prejudice to, its Corresponding
Debt.
(d)For the purposes of this clause 37.2, the Security Agent:
(i)is the independent and separate creditor of each Parallel Debt;
(ii)acts in its own name and not as agent, representative or trustee of the Finance
Parties and its claims in respect of each Parallel Debt shall not be held on trust;
and
(iii)shall have the independent and separate right to demand payment of each Parallel
Debt in its own name (including, without limitation, through any suit, execution,
enforcement of security, recovery of guarantees and applications for and voting in
any kind of insolvency proceeding).
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(e)Other than as set out in clause 37.2(f) below, the undertaking to pay Parallel Debt shall not
limit or affect the existence of the Corresponding Debt, for which the Finance Parties shall
have an independent right to demand performance.
(f)The rights of the Finance Parties to receive payment of the Corresponding Debt are several
from the rights of the Security Agent to receive payment of the Parallel Debt, provided that
the Parallel Debt of an Obligor shall be:
(i)decreased to the extent that its Corresponding Debt has been irrevocably and
unconditionally paid or discharged; and
(ii)increased to the extent that its Corresponding Debt has increased,
(iii)and the Corresponding Debt of an Obligor shall be:
(A)decreased to the extent that its Parallel Debt has been irrevocably and
unconditionally paid or discharged; and
(B)increased to the extent that its Parallel Debt has increased,
in each case provided that the Parallel Debt of an Obligor shall never exceed its
Corresponding Debt.
(g)All amounts received or recovered by the Security Agent in connection with this clause 37.2
to the extent permitted by applicable law, shall be applied in accordance with clause 39.1
(Order of application).
(h)This clause 37.2 shall apply, with any necessary modifications, to each Finance Document.
37.3No responsibility to perfect Transaction Security
The Security Agent shall not be liable for any failure to:
(a)ascertain whether all deeds and documents which should have been deposited with it
under or pursuant to any of the Security Documents have been so deposited;
(b)require the deposit with it of any deed or document certifying, representing or constituting
the title of any Obligor to any of the Charged Property;
(c)obtain any licence, consent or other authority for the execution, delivery, legality, validity,
enforceability or admissibility in evidence of any Finance Document or the Transaction
Security;
(d)register, file or record or otherwise protect any of the Transaction Security (or the priority of
any of the Transaction Security) under any law or regulation or to give notice to any person
of the execution of any Finance Document or of the Transaction Security;
(e)take, or to require any Obligor to take, any step to perfect its title to any of the Charged
Property or to render the Transaction Security effective or to secure the creation of any
ancillary Security Interest under any law or regulation; or
(f)require any further assurance in relation to any Security Document.
37.4Insurance by Security Agent
(a)The Security Agent shall not be obliged:
(i)to insure any of the Charged Property;
(ii)to require any other person to maintain any insurance; or
(iii)to verify any obligation to arrange or maintain insurance contained in any Finance
Document,
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and the Security Agent shall not be liable for any damages, costs or losses to any person
as a result of the lack of, or inadequacy of, any such insurance.
(b)Where the Security Agent is named on any insurance policy as an insured party, it shall not
be liable for any damages, costs or losses to any person as a result of its failure to notify
the insurers of any material fact relating to the risk assumed by such insurers or any other
information of any kind, unless the Agent requests it to do so in writing and the Security
Agent fails to do so within fourteen days after receipt of that request.
37.5Common parties
Although the Agent and the Security Agent may from time to time be the same entity, that entity
will have entered into the Finance Documents (to which it is party) in its separate capacities as
agent for the other Finance Parties and (as appropriate) security agent and trustee for all of the
other Finance Parties. Where any Finance Document provides for an Agent or Security Agent to
communicate with or provide instructions to the other, while they are the same entity, such
communication or instructions will not be necessary.
37.6Custodians and nominees
The Security Agent may appoint and pay any person to act as a custodian or nominee on any
terms in relation to any asset of the trust as the Security Agent may determine, including for the
purpose of depositing with a custodian this Agreement or any document relating to the trust
created under this Agreement and the Security Agent shall not be responsible for any loss,
liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct,
omission or default on the part of any person appointed by it under this Agreement or be bound
to supervise the proceedings or acts of any person.
37.7Delegation by the Security Agent
(a)Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by
power of attorney or otherwise to any person for any period, all or any right, power,
authority or discretion vested in it in its capacity as such.
(b)That delegation may be made upon any terms and conditions (including the power to sub-
delegate) and subject to any restrictions that the Security Agent, that Receiver or that
Delegate (as the case may be) may, in its discretion, think fit in the interests of the Finance
Parties.
(c)No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way
responsible for any damages, costs or losses incurred by reason of any misconduct,
omission or default on the part of, any such delegate or sub-delegate.
37.8Additional trustees
(a)The Security Agent may at any time appoint (and subsequently remove) any person to act
as a separate trustee or as a co-trustee jointly with it:
(i)if it considers that appointment to be in the interests of the Finance Parties;
(ii)for the purposes of conforming to any legal requirement, restriction or condition
which the Security Agent deems to be relevant; or
(iii)for obtaining or enforcing any judgment in any jurisdiction,
and the Security Agent shall give prior notice to the Borrower and the Finance Parties of
that appointment.
(b)Any person so appointed shall have the rights, powers, authorities and discretions (not
exceeding those given to the Security Agent under or in connection with the Finance
Documents) and the duties, obligations and responsibilities that are given or imposed by
the instrument of appointment.
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(c)The remuneration that the Security Agent may pay to that person, and any costs and
expenses (together with any applicable VAT) incurred by that person in performing its
functions pursuant to that appointment shall, for the purposes of this Agreement, be treated
as costs and expenses incurred by the Security Agent.
(d)At the request of the Security Agent, the other Parties shall forthwith execute all such
documents and do all such things as may be required to perfect such appointment or
removal and each such Party irrevocably authorises the Security Agent in its name and on
its behalf to do the same.
(e)Such a person shall accede to this Agreement as a Security Agent to the extent necessary
to carry out their role on terms satisfactory to the Security Agent.
(f)The Security Agent shall not be bound to supervise, or be responsible for any loss incurred
by reason of any act or omission of, any such person if the Security Agent shall have
exercised reasonable care in the selection of such person.
37.9Acceptance of title
The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to
investigate, any right and title that any Obligor may have to any of the Charged Property and
shall not be liable for, or bound to require any Obligor to remedy, any defect in its right or title.
37.10Winding up of trust
If the Security Agent, with the approval of the Agent, determines that:
(a)all of the Secured Obligations and all other obligations secured by the Security Documents
have been fully and finally discharged; and
(b)no Finance Party is under any commitment, obligation or liability (actual or contingent) to
make advances or provide other financial accommodation to any Obligor pursuant to the
Finance Documents,
then:
(i)the trusts set out in this Agreement shall be wound up and the Security Agent shall
release, without recourse or warranty, all of the Transaction Security and the rights
of the Security Agent under each of the Security Documents; and
(ii)any Security Agent which has resigned pursuant to clause 36.16 (Resignation of
the Agent or the Security Agent) shall release, without recourse or warranty, all of
its rights under each Security Document.
37.11Powers supplemental to Trustee Acts
The rights, powers, authorities and discretions given to the Security Agent under or in
connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the
Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or
regulation or otherwise.
37.12Disapplication of Trustee Acts
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to
the trusts constituted by this Agreement. Where there are any inconsistencies between the
Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of
this Agreement shall, to the extent permitted by law and regulation, prevail and, in the case of
any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a
restriction or exclusion for the purposes of that Act.
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37.13Examination of documents by the Agent
The Borrower hereby unconditionally and irrevocably agrees that the Agent’s responsibility for
the examination of any Finance Document or any other document received with respect thereto
shall be limited to ascertaining that such document appears on its face (or, if any such document
is not only in English, the English translation or version of which appears on its face) to be in
accordance with its description.
For the purposes of this clause 37.13, appearing on its face has the meaning given to that
term in the latest version of the Uniform Customs Practice for Documentary Credits of the
International Chamber of Commerce.
38Enforcement of Transaction Security
38.1Enforcement Instructions
(a)The Security Agent may refrain from enforcing the Transaction Security unless instructed
otherwise by the Majority Lenders.
(b)Subject to the Transaction Security having become enforceable in accordance with its
terms, the Majority Lenders may give or refrain from giving instructions to the Security
Agent to enforce or refrain from enforcing the Transaction Security as they see fit.
(c)The Security Agent is entitled to rely on and comply with instructions given in accordance
with this clause 38.1.
38.2Manner of enforcement
If the Transaction Security is being enforced pursuant to clause 38.1 (Enforcement Instructions),
the Security Agent shall enforce the Transaction Security in such manner as the Majority
Lenders shall instruct or, in the absence of any such instructions, as the Security Agent
considers in its discretion to be appropriate.
38.3Waiver of rights
To the extent permitted under applicable law and subject to clause 38.1 (Enforcement
Instructions), clause 38.2 (Manner of enforcement) and clause 39 (Application of Proceeds),
each of the Finance Parties and the Obligors waives all rights it may otherwise have to require
that the Transaction Security be enforced in any particular order or manner or at any particular
time or that any amount received or recovered from any person, or by virtue of the enforcement
of any of the Transaction Security or of any other security interest, which is capable of being
applied in or towards discharge of any of the Secured Obligations is so applied.
38.4Enforcement through Security Agent only
(a)The other Finance Parties shall not have any independent power to enforce, or have
recourse to, any of the Transaction Security or to exercise any right, power, authority or
discretion arising or to grant any consents or releases under the Security Documents
except through the Security Agent or as required and permitted by this clause 38.4.
(b)Where a Finance Party (other than the Security Agent) is a party to a Security Document
that Finance Party shall:
(i)promptly take such action as the Security Agent may reasonably require (acting on
the instructions of the Agent) to enforce, or have recourse to, any of the
Transaction Security constituted by such Security Document or, for such purposes,
to exercise any right, power, authority or discretion arising or to grant any consents
or releases under such Security Document or (subject to clause 50.6 (Releases)) to
release, reassign and/or discharge any such Transaction Security or any guarantee
or other obligations under any such Security Document; and
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(ii)not take any such action except as so required or (in the case of a release) for a
release which is expressly permitted or required by the Finance Documents.
(c)Each Finance Party (other than the Security Agent) which is party to a Security Document
shall, promptly upon being requested by the Security Agent to do so, grant a power of
attorney or other sufficient authority to the Security Agent or its legal advisers to enable the
Security Agent or such legal advisers to enforce or have recourse in the name of such
Finance Party to the relevant Transaction Security constituted by such Security Document
or to exercise any such right, power, authority or discretion or to grant any such consent or
release under such Security Document or to release, reassign and/or discharge any such
Transaction Security on behalf of such Finance Party.
39Application of proceeds
39.1Order of application
All amounts from time to time received or recovered by the Security Agent pursuant to the terms
of any Finance Document or in connection with the realisation or enforcement of all or any part
of the Transaction Security (for the purposes of this clause 39, the Recoveries) shall be held by
the Security Agent on trust to apply them at any time as the Security Agent (in its discretion)
sees fit, to the extent permitted by applicable law (and subject to the provisions of this clause
39), in the following order of priority:
(a)in discharging any sums owing to the Agent, the Security Agent (other than pursuant to
clause 37.1 (Undertaking to pay) or clause 37.2 (Parallel debt)), any Receiver or any
Delegate;
(b)in discharging all costs and expenses incurred by any Finance Party (except any Ancillary
Lender) in connection with any realisation or enforcement of the Transaction Security taken
in accordance with the terms of this Agreement;
(c)in payment or distribution to the Agent on its own behalf and on behalf of the other Finance
Parties for application in accordance with clause 44.5 (Partial payments);
(d)in discharging all costs and expenses incurred by any Ancillary Lender pro rata in
connection with any realisation or enforcement of the Transaction Security taken in
accordance with the terms of this Agreement;
(e)if none of the Obligors is under any further actual or contingent liability under any Finance
Document, in payment or distribution to any person to whom the Security Agent is obliged
to pay or distribute in priority to any Obligor; and
(f)the balance, if any, in payment or distribution to the relevant Obligor.
39.2Security proceeds realised by other Finance Parties
Where a Finance Party (other than the Security Agent) is a party to a Security Document and
that Finance Party receives or recovers any amounts pursuant to the terms of that Security
Document or in connection with the realisation or enforcement of all or any part of the
Transaction Security which is the subject of that Security Document then, subject to the terms of
that Security Document and to the extent permitted by applicable law, such Finance Party shall
account to the Security Agent for those amounts and the Security Agent shall apply them in
accordance with clause 39.1 (Order of application) as if they were Recoveries for the purposes
of such clause or (if so directed by the Security Agent) shall apply those amounts in accordance
with clause 39.1 (Order of application).
39.3Investment of cash proceeds
Prior to the application of any Recoveries in accordance with clause 39.1 (Order of application)
the Security Agent may, in its discretion, hold:
(a)all or part of any Recoveries which are in the form of cash; and
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(b)any cash which is generated by holding, managing, exploiting, collecting, realising or
disposing of any proceeds of the Security Property which are not in the form of cash,
in one or more interest bearing suspense or impersonal accounts in the name of the Security
Agent with such financial institution (including itself) and for so long as the Security Agent shall
think fit (the interest being credited to the relevant account) pending the application from time to
time of those moneys in the Security Agent’s discretion in accordance with the provisions of this
clause 39.
39.4Currency conversion
(a)For the purpose of, or pending the discharge of, any of the Secured Obligations the
Security Agent may:
(i)convert any moneys received or recovered by the Security Agent from one
currency to another; and
(ii)notionally convert the valuation provided in any opinion or valuation from one
currency to another,
in each case at the Security Agent’s spot rate of exchange for the purchase of that other
currency with the currency in which the relevant moneys are received or recovered or the
valuation is provided in the London foreign exchange market at or about 11:00 am
(London time) on a particular day.
(b)The obligations of any Obligor to pay in the due currency shall only be satisfied:
(i)in the case of paragraph (a)(i) above, to the extent of the amount of the due
currency purchased after deducting the costs of conversion; and
(ii)in the case of paragraph (a)(ii) above, to the extent of the amount of the due
currency which results from the notional conversion referred to in that paragraph.
39.5Permitted Deductions
The Security Agent shall be entitled, in its discretion, (a) to set aside by way of reserve amounts
required to meet and (b) to make and pay, any deductions and withholdings (on account of
Taxes or otherwise) which it is or may be required by any law or regulation to make from any
distribution or payment made by it under this Agreement, and to pay all Taxes which may be
assessed against it in respect of any of the Charged Property, or as a consequence of
performing its duties or exercising its rights, powers, authorities and discretions, or by virtue of
its capacity as Security Agent under any of the Finance Documents or otherwise (other than in
connection with its remuneration for performing its duties under this Agreement).
39.6Good discharge
(a)Any distribution or payment to be made in respect of the Secured Obligations by the
Security Agent may be made to the Agent on behalf of the Finance Parties.
(b)Any distribution or payment made as described in paragraph (a) above shall be a good
discharge, to the extent of that payment or distribution, by the Security Agent to the extent
of that payment.
(c)The Security Agent is under no obligation to make the payments to the Agent under
paragraph (a) above in the same currency as that in which the Secured Obligations owing
to the relevant Finance Party are denominated pursuant to the relevant Finance Document.
39.7Calculation of amounts
For the purpose of calculating any person’s share of any amount payable to or by it, the Security
Agent shall be entitled to:
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(a)notionally convert the Secured Obligations owed to any person into a common base
currency (decided in its discretion by the Security Agent), that notional conversion to be
made at the spot rate at which the Security Agent is able to purchase the notional base
currency with the actual currency of the Secured Obligations owed to that person at the
time at which that calculation is to be made; and
(b)assume that all amounts received or recovered as a result of the enforcement or realisation
of the Security Property are applied in discharge of the Secured Obligations in accordance
with the terms of the Finance Documents under which those Secured Obligations have
arisen.
39.8Release to facilitate enforcement and realisation
(a)Each Finance Party acknowledges that, for the purpose of any enforcement action by the
Security Agent or a Receiver and/or maximising or facilitating the realisation of the Charged
Property, it may be desirable that certain rights or claims against an Obligor and/or under
certain of the Transaction Security, be released.
(b)Each other Finance Party hereby irrevocably authorises the Security Agent (acting on the
instructions of the Agent) to grant any such releases to the extent necessary to effect such
enforcement action and/or realisation including, to the extent necessary for such purpose,
to execute release documents in the name of and on behalf of the other Finance Parties.
(c)Where the relevant enforcement is by way of disposal of shares in the Borrower, the
requisite release may include releases of all claims (including under guarantees) of the
Finance Parties and/or the Security Agent against the Borrower and of all Security Interests
over its assets.
39.9Dealings with Security Agent
Each Finance Party shall deal with the Security Agent exclusively through the Agent.
39.10Agent’s dealings with Hedging Provider
The Agent shall not be under any obligation to act as agent or otherwise on behalf of any
Hedging Provider except as expressly provided for in, and for the purposes of, this Agreement.
39.11Disclosure between Finance Parties and Security Agent
Notwithstanding any agreement to the contrary, each of the Obligors consents, until the end of
the Facility Period, to the disclosure by any Finance Party to each other (whether or not through
the Agent or the Security Agent) of such information concerning the Obligors as any Finance
Party shall see fit.
39.12Notification of prescribed events
(a)If an Event of Default or Default either occurs or ceases to be continuing, the Agent shall,
upon becoming aware of that occurrence or cessation, notify the Security Agent.
(b)If the Security Agent enforces, or takes formal steps to enforce, any of the Transaction
Security it shall notify each other Finance Party of that action.
(c)If any Finance Party exercises any right it may have to enforce, or to take formal steps to
enforce, any of the Transaction Security it shall notify the Security Agent and the Security
Agent shall, upon receiving that notification, notify each other Finance Party of that action.
(d)If an Obligor defaults on any payment due under a Hedging Contract, the Hedging Provider
which is party to that Hedging Contract shall, upon becoming aware of that default, notify
the Security Agent and the Security Agent shall, upon receiving that notification, notify the
Agent.
(e)If a Hedging Provider terminates or closes-out, in whole or in part, any Hedging Transaction
under any Hedging Contract it shall notify the Security Agent and the Security Agent shall,
upon receiving that notification, notify the Agent.
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40Reference Banks
40.1Role of Reference Banks
(a)No Reference Bank is under any obligation to provide a quotation or any other information
to the Agent.
(b)No Reference Bank will be liable for any action taken by it under or in connection with any
Finance Document, or for any Reference Bank Quotation, unless directly caused by its
gross negligence or wilful misconduct.
(c)No Party (other than the relevant Reference Bank) may take any proceedings against any
officer, employee or agent of any Reference Bank in respect of any claim it might have
against that Reference Bank or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document, or to any Reference Bank
Quotation, and any officer, employee or agent of each Reference Bank may rely on this
clause 40 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties
Act.
40.2Third party Reference Banks
A Reference Bank which is not a Party may rely on clause 40 (Role of Reference Banks),
paragraph (c) of clause 50.3 (Other exceptions) and clause 52 (Confidentiality of Funding Rates
and Reference Bank Quotations) subject to clause 1.4 (Third party rights) and the provisions of
the Third Parties Act.
41Finance Parties tax affairs
No provision of this Agreement will:
(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in
whatever manner it thinks fit;
(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment
available to it or the extent, order and manner of any claim; or
(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.
42Finance Parties acting together
42.1Finance Parties acting together
(a)Notwithstanding clause 2.2 (Finance Parties’ rights and obligations), if the Agent makes a
declaration under clause 32.20 (Acceleration) or notifies the other Finance Parties that it
considers it is entitled to make such a declaration, the Agent shall, in the names of all the
Finance Parties, take such action on behalf of the Finance Parties and conduct such
negotiations with the Borrower and any Group Members and generally administer the
Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall
be bound by the provisions of this clause and no Finance Party shall take action
independently against any Obligor or any of its assets without the prior consent of the
Majority Lenders.
(b)Paragraph (a) above shall not override clause 36 (Roles of Agent, Security Agent, Arranger
and Green Loan Advisor) as it applies to the Security Agent.
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43Sharing among the Finance Parties
43.1Payments to Finance Parties
(a)If a Finance Party (a Recovering Finance Party) receives or recovers any amount from
an Obligor other than in accordance with clause 44 (Payment mechanics) (a Recovered
Amount) and applies that amount to a payment due under the Finance Documents then:
(i)the Recovering Finance Party shall, within three Business Days, notify details of
the receipt or recovery, to the Agent;
(ii)the Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the receipt or
recovery been received or made by the Agent and distributed in accordance with
clause 44 (Payment mechanics), without taking account of any Tax which would be
imposed on the Agent in relation to the receipt, recovery or distribution; and
(iii)the Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in accordance
with clause 44.5 (Partial payments).
(b)Paragraph (a) above shall not apply to any amount received or recovered by an Ancillary
Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.
43.2Redistribution of payments
The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and
distribute it between the Finance Parties (other than the Recovering Finance Party) (the
Sharing Finance Parties) in accordance with clause 44.5 (Partial payments) towards the
obligations of that Obligor to the Sharing Finance Parties.
43.3Recovering Finance Party’s rights
On a distribution by the Agent under clause 43.2 (Redistribution of payments) of a payment
received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and
the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing
Payment will be treated as not having been paid by that Obligor.
43.4Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:
(a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the
account of that Recovering Finance Party an amount equal to the appropriate part of its
share of the Sharing Payment (together with an amount as is necessary to reimburse that
Recovering Finance Party for its proportion of any interest on the Sharing Payment which
that Recovering Finance Party is required to pay) (the Redistributed Amount); and
(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid by that
Obligor.
149
43.5Exceptions
(a)This clause 43 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this clause, have a valid and enforceable claim
against the relevant Obligor.
(b)A Recovering Finance Party is not obliged to share with any other Finance Party any
amount which the Recovering Finance Party has received or recovered as a result of taking
legal or arbitration proceedings, if:
(i)it notified that other Finance Party of the legal or arbitration proceedings;
(ii)the taking legal or arbitration proceedings was in accordance with the terms of this
Agreement; and
(iii)that other Finance Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably practicable having
received notice and did not take separate legal or arbitration proceedings.
43.6Ancillary Lenders
(a)This clause 43 shall not apply to any receipt or recovery by a Lender in its capacity as an
Ancillary Lender at any time prior to the Agent exercising any of its rights under
clause 32.20 (Acceleration).
(b)Following the exercise by the Agent of any of its rights under clause 32.20 (Acceleration),
this clause 43 shall apply to all receipts or recoveries by Ancillary Lenders.
Section 11 -  Administration
44Payment mechanics
44.1Payments to the Agent
(a)On each date on which an Obligor or a Lender is required to make a payment under a
Finance Document (other than a Hedging Contract), and excluding a payment under the
terms of an Ancillary Document, that Obligor or Lender shall make the same available to
the Agent (unless a contrary indication appears in a Finance Document) for value on the
due date at the time and in such funds specified by the Agent as being customary at the
time for settlement of transactions in the relevant currency in the place of payment.
(b)Payment shall be made to such account in the principal financial centre of the country of
that currency (or, in relation to euro, in a principal financial centre in such Participating
Member State or London, as specified by the Agent) and with such bank as the Agent, in
each case, specifies.
44.2Distributions by the Agent
Each payment received by the Agent under the Finance Documents for another Party shall,
subject to clause 44.3 (Distributions to an Obligor) and clause 44.4 (Clawback and pre-funding)
be made available by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the account of
its Facility Office), to such account as that Party may notify to the Agent by not less than five
Business Days’ notice with a bank specified by that Party in the principal financial centre of the
country of that currency (or, in relation to euro, in the principal financial centre of a Participating
Member State or London, as specified by that Party).
44.3Distributions to an Obligor
The Agent may (with the consent of the Obligor or in accordance with clause 45 (Set-off)) apply
any amount received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.
44.4Clawback and pre-funding
(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party,
the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any
related exchange contract) until it has been able to establish to its satisfaction that it has
actually received that sum.
(b)Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it
proves to be the case that the Agent had not actually received that amount, then the Party
to whom that amount (or the proceeds of any related exchange contract) was paid by the
Agent shall on demand refund the same to the Agent together with interest on that amount
from the date of payment to the date of receipt by the Agent, calculated by the Agent to
reflect its cost of funds.
(c)If the Agent has notified the Lenders that it is willing to make available amounts for the
account of the Borrower before receiving funds from the Lenders then if and to the extent
that the Agent does so but it proves to be the case that it does not then receive funds from
a Lender in respect of a sum which it paid to the Borrower:
(i)the Agent shall notify the Borrower of that Lender’s identity and the Borrower shall
on demand refund it to the Agent; and
(ii)the Lender by whom those funds should have been made available or, if that
Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount
(as certified by the Agent) which will indemnify the Agent against any funding cost
incurred by it as a result of paying out that sum before receiving those funds from
that Lender.
44.5Partial payments
(a)If the Agent receives a payment for application against amounts due in respect of any
Finance Documents that is insufficient to discharge all the amounts then due and payable
by an Obligor under those Finance Documents, the Agent shall apply that payment towards
the obligations of that Obligor under the Finance Documents in the following order:
(i)first, in or towards payment pro rata of any unpaid amount owing to the Agent, the
Security Agent or the Arrangers for their own account under those Finance
Documents;
(ii)secondly, in or towards payment to the Lenders pro rata of any amount owing to
the Lenders under clause 36.15 (Lenders’ indemnity to the Agent and others);
(iii)thirdly, in or towards payment to the Lenders and the Hedging Providers pro rata
in the following order of:
(A)first, any accrued interest, fee or commission or any net amount (excluding
termination sums or close-out payments in the case of the Hedging
Providers) due to them but unpaid under the Finance Documents;
(B)secondly, any principal (in the case of the Lenders) or any other net amount
(including termination sums or close-out payments in the case of the
Hedging Providers but without prejudice to clause 33.4 (Close out of
Hedging Contracts)) due to them but unpaid under this Agreement or any
Hedging Contract; and
(C)thirdly, any other sum due to them but unpaid under the Finance Documents;
(iv)fourthly, in or towards payment to the Ancillary Lenders pro rata of any due but
unpaid amounts under the Ancillary Facilities; and
(v)fifthly, in or towards payment pro rata of any other sum due but unpaid to the
Finance Parties under the Finance Documents.
(b)The Agent shall, if so directed by all the Lenders, each Hedging Provider and each Ancillary
Lender, vary the order set out in paragraphs (ii) to (v) of paragraph (a) above.
(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.
44.6No set-off by Obligors
All payments to be made by an Obligor under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.
44.7Business Days
(a)Any payment under the Finance Documents which is due to be made on a day that is not a
Business Day shall be made on the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not).
(b)During any extension of the due date for payment of any principal or Unpaid Sum under
this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on
the original due date.
44.8Currency of account
(a)Subject to paragraphs (b) and (c) below, euro is the currency of account and payment for
any sum due from an Obligor under any Finance Document.
(b)A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall
be made in euro on its due date.
(c)Each payment in respect of the amount of any costs, expenses or Taxes or other losses
shall be made in euro and, if they were incurred in a currency other than euro, the amount
payable under the Finance Documents shall be the equivalent in euro of the relevant
amount in such other currency on the date on which it was incurred.
(d)All moneys received or held by the Security Agent or by a Receiver under a Security
Document in a currency other than euro may be sold for euro and the Obligor which
executed that Security Document shall indemnify the Security Agent against the full cost in
relation to the sale. Neither the Security Agent nor such Receiver will have any liability to
that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the
sale.
44.9Change of currency
(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of that
country, then:
(i)any reference in the Finance Documents to, and any obligations arising under the
Finance Documents in, the currency of that country shall be translated into, or paid
in, the currency or currency unit of that country designated by the Agent (after
consultation with the Borrower); and
(ii)any translation from one currency or currency unit to another shall be at the official
rate of exchange recognised by the central bank for the conversion of that currency
or currency unit into the other, rounded up or down by the Agent (acting
reasonably).
(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent
(acting reasonably and after consultation with the Borrower) specifies to be necessary, be
amended to comply with any generally accepted conventions and market practice in the
Interbank Market and otherwise to reflect the change in currency.
44.10Disruption to payment systems etc.
If either the Agent determines (in its discretion) that a Disruption Event has occurred or the
Agent is notified by the Borrower that a Disruption Event has occurred:
(a)the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower
with a view to agreeing with the Borrower such changes to the operation or administration
of the Facility as the Agent may deem necessary in the circumstances;
(b)the Agent shall not be obliged to consult with the Borrower in relation to any changes
mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the
circumstances and, in any event, shall have no obligation to agree to such changes;
(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in
paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to
do so in the circumstances;
(d)any such changes agreed upon by the Agent and the Borrower shall (whether or not it is
finally determined that a Disruption Event has occurred) be binding upon the Parties as an
amendment to (or, as the case may be, waiver of) the terms of the Finance Documents
notwithstanding the provisions of clause 50 (Amendments and waivers);
(e)the Agent shall not be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever (including, without limitation for negligence,
gross negligence or any other category of liability whatsoever but not including any claim
based on the fraud of the Agent) arising as a result of its taking, or failing to take, any
actions pursuant to or in connection with this clause 44.10; and
(f)the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d)
above.
44.11Impaired Agent
(a)If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required
to make a payment under the Finance Documents to the Agent in accordance with clause 44.1
(Payments to the Agent) may instead either pay that amount direct to the required recipient or
pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning
of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency
Event has occurred and is continuing, in the name of the Obligor or the Lender making the
payment and designated as a trust account for the benefit of the Party or Parties beneficially
entitled to that payment under the Finance Documents. In each case such payments must be
made on the due date for payment under the Finance Documents.
(b)All interest accrued on the amount standing to the credit of the trust account shall be for the
benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c)A Party which has made a payment in accordance with clause 44.1 (Payments to the Agent)
shall be discharged of the relevant payment obligation under the Finance Documents and shall
not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d)Promptly upon the appointment of a successor Agent in accordance with clause 36.17
(Replacement of the Agent), each Party which has made a payment to a trust account in
accordance with clause 44.1 (Payments to the Agent) shall give all requisite instructions to the
bank with whom the trust account is held to transfer the amount (together with any accrued
interest) to the successor Agent for distribution in accordance with clause 44.2 (Distributions by
the Agent).
45Set-off
45.1A Finance Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different currencies, the
Finance Party may convert either obligation at a market rate of exchange in its usual course of
business for the purpose of the set-off.
46Notices
46.1Communications in writing
Any communication to be made under or in connection with the Finance Documents shall be
made in writing and, unless otherwise stated, may be made by letter.
46.2Addresses
The address (and the department or officer, if any, for whose attention the communication is to
be made) of each Obligor or Finance Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:
(a)in the case of any Obligor, that identified with its name in Schedule 1 (The original parties)
or that identified with Guarantor A in Schedule 1 (The original parties);
(b)in the case of the Agent, the Security Agent and any other original Finance Party, that
identified with its name in Schedule 1 (The original parties); and
(c)in the case of each Lender, each Ancillary Lender or other Finance Party, that notified in
writing to the Agent on or prior to the date on which it becomes a Party in the relevant
capacity,
or, in each case, any substitute address, or department or officer as an Obligor or Finance Party
may notify to the Agent (or the Agent may notify to the other Finance Parties and the Obligors
who are Parties, if a change is made by the Agent) by not less than five Business Days’ notice.
46.3Delivery
(a)Any communication or document made or delivered by one person to another under or in
connection with the Finance Documents will only be effective if by way of letter, when it has
been left at the relevant address or five Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address, and, if a particular
department or officer is specified as part of its address details provided under clause 46.2
(Addresses), if addressed to that department or officer.
(b)Any communication or document to be made or delivered to the Agent or Security Agent
will be effective only when actually received by the Agent or the Security Agent and then
only if it is expressly marked for the attention of the department or officer identified in
Schedule 1 (The original parties) (or any substitute department or officer as the Agent or
the Security Agent shall specify for this purpose).
(c)All notices from or to an Obligor shall be sent through the Agent.
(d)Any communication or document made or delivered to the Borrower in accordance with this
clause 46.3 will be deemed to have been made or delivered to each of the Obligors.
(e)Any communication or document which becomes effective, in accordance with paragraphs
(a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become
effective on the following day.
46.4Notification of address
Promptly upon changing its address, the Agent shall notify the other Parties.
46.5Electronic communication
(a)Any communication or document to be made or delivered by one Party to another under or
in connection with the Finance Documents may be made or delivered by electronic mail or
other electronic means (including, without limitation, by way of posting to a secure website)
if those two Parties:
(i)notify each other in writing of their electronic mail address and/or any other
information required to enable the transmission of information by that means; and
(ii)notify each other of any change to their address or any other such information
supplied by them by not less than five Business Days’ notice.
(b)Any such electronic communication or document as specified in paragraph (a) above to be
made between an Obligor and a Finance Party may only be made in that way to the extent
that those two Parties agree that, unless and until notified to the contrary, this is to be an
accepted form of communication or delivery.
(c)Any such electronic communication or document as specified in paragraph (a) above made
or delivered by one Party to another will be effective only when actually received (or made
available) in readable form and, in the case of any electronic communication or document
made or delivered by a Party to the Agent, only if it is addressed in such a manner as the
Agent shall specify for this purpose.
(d)Any electronic communication or document which becomes effective, in accordance with
paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant
communication or document is sent or made available has its address for the purpose of
this Agreement or any other Finance Document shall be deemed only to become effective
on the following day.
(e)Any reference in a Finance Document to a communication being sent or received or a
document being delivered shall be construed to include that communication or document
being made available in accordance with this clause 46.5.
46.6English language
(a)Any notice given under or in connection with any Finance Document must be in English.
(b)All other documents provided under or in connection with any Finance Document must be:
(i)in English; or
(ii)if not in English, and if so required by the Agent, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the document
is a constitutional, statutory or other official document.
46.7Communication with Agent when Agent is Impaired Agent
If the Agent is an Impaired Agent the Parties may, instead of communicating with each other
through the Agent, communicate with each other directly and (while the Agent is an Impaired
Agent) all the provisions of the Finance Documents which require communications to be made
or notices to be given to or by the Agent shall be varied so that communications may be made
and notices given to or by the relevant parties directly. This provision shall not operate after a
replacement Agent has been appointed.
47Calculations and certificates
47.1Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.
47.2Certificates and determinations
Any certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.
47.3Day count convention
Any interest, commission or fee accruing under a Finance Document will accrue from day to day
and is calculated on the basis of the actual number of days elapsed and a year of 360 days or,
in any case where the practice in the Interbank Market differs, in accordance with that market
practice.
48Partial invalidity
If, at any time, any provision of a Finance Document is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way be affected or impaired.
49Remedies and waivers
No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or
remedy under a Finance Document shall operate as a waiver of any such right or remedy or
constitute an election to affirm any Finance Document. No election to affirm any Finance
Document on the part of any Finance Party shall be effective unless it is in writing. No single or
partial exercise of any right or remedy shall prevent any further or other exercise or the exercise
of any other right or remedy. The rights and remedies provided in each Finance Document are
cumulative and not exclusive of any rights or remedies provided by law.
50Amendments and waivers
50.1Required consents
(a)Subject to clause 50.2 (All Lender matters) and clause 50.3 (Other exceptions), any term of
the Finance Documents may be amended or waived only with the consent of Guarantor A
(up to the Share Exchange Completion) or UK ListCo (on and from the Share Exchange
Completion)and the Agent (acting on the instructions of the Majority Lenders) and, if it
affects the rights and obligations of the Agent, the consent of the Agent, and any such
amendment or waiver will be binding on all the Finance Parties and other Obligors.
(b)The Agent may (or, in the case of the Security Documents, instruct the Security Agent to)
effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause
50.
(c)Without prejudice to the generality of paragraphs (c), (d) and (e) of clause 36.11 (Rights
and discretions of the Agent and the Security Agent), the Agent may engage, pay for and
rely on the services of lawyers in determining the consent level required for and effecting
any amendment, waiver or consent under this Agreement.
(d)Each Obligor agrees to any such amendment or waiver permitted by this clause 50 which is
agreed to by Guarantor A (up to the Share Exchange Completion) or UK ListCo (on and
from the Share Exchange Completion). This includes any amendment or waiver which
would, but for this paragraph (d), require the consent of the Borrower.
(e)Amendments to or waivers in respect of any Finance Document may only be agreed in
writing.
50.2All Lender matters
Subject to clause 50.5 (Replacement of Screen Rate) an amendment, waiver or discharge or
release or a consent of, or in relation to, any term of any Finance Document that has the effect
of changing or which relates to:
(a)the definition of “Majority Lenders” in clause 1.1 (Definitions);
(b)the definition of “Last Availability Date” in clause 1.1 (Definitions);
(c)the definitions of “Green Asset Criteria”, “Green Assets”, “Green Finance Second Party
Opinion”, “Green Loan”, “Green Loan Compliance Certificate”, “Green Loan Information”,
“Green Loan Provisions” and “Green Loan Report” in clause 1.1 (Definitions);
(d)the definition of “Repeating Representations” in clause 1.1 (Definitions);
(e)an extension to the date of payment of any amount under the Finance Documents;
(f)a reduction in the Margin or a reduction in the amount of any payment of principal, interest,
fees or commission payable or the rate at which they are calculated;
(g)an increase in any Commitment or the Total Commitments;
(h)an extension of any period within which the Facility is available for Utilisation;
(i)any requirement that a cancellation of Commitments reduces the Commitments of the
Lenders rateably;                               
(j)a change to the Borrower or any other Obligor;
(k)clause 8.2 (Change of control) and the definition of “Change of Control” in clause 1.1
(Definitions);
(l)clause 1.7 (Sanctions – Restricted Lender), clause 20.32 (Sanctions), clause 20.35(c)
(Times when representations are made), clause 23.13 (Sanctions), paragraphs (b), (c) or
(d) of clause 25.16 (Lawful use) and any of the definitions of “Sanctioned Country”,
“Sanctions”, “Sanctions Advisory”, “Sanctions Authority”, “Sanctions List” and “Restricted
Party” in clause 1.1 (Definitions);
(m)any of the Green Loan Provisions;
(n)any provision which expressly requires the consent or approval of all the Lenders;
(o)clause 43 (Sharing among the Finance Parties);
(p)clause 2.2 (Finance Parties’ rights and obligations), clause 5.1 (Delivery of the Utilisation
Request), clause 8.1 (Illegality), clause 34 (Changes to the Lenders), clause 9.9
(Application of prepayments), this clause 50, clause 55 (Governing law) or clause 56.1
(Jurisdiction of English courts);
(q)the order of distribution under clause 39.1 (Order of application);
(r)the order of distribution under clause 44.5 (Partial payments) (unless clause 44.5(b) allows
the Majority Lenders to vary such order);
(s)the currency in which any amount is payable under any Finance Document;
(t)(other than as expressly permitted by the provisions of any Finance Document) the nature
or scope of:
(i)any guarantee and indemnity granted under any Finance Document (including the
Guarantee under clause 19 (Guarantee and indemnity));
(ii)the Charged Property; or
(iii)the manner in which the proceeds of enforcement of the Transaction Security are
distributed; or
(u)the release of any of the Transaction Security or any guarantee or other obligation or the
circumstances in which any of the Transaction Security or any guarantee or other
obligations under any Finance Document is permitted or required to be released under any
of the Finance Documents,
shall not be made, or given, without the prior consent of all the Lenders.
50.3Other exceptions
(a)Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the
relevant Hedging Provider.
(b)Amendments to or waivers in respect of an Ancillary Facility may only be agreed by the
relevant Ancillary Lender.
(c)An amendment or waiver which relates to the rights or obligations of the Agent, the Security
Agent, any Hedging Provider, any Ancillary Lender, a Reference Bank or the Arrangers in
their respective capacities as such (and not just as a Lender) may not be effected without
the consent of the Agent, the Security Agent, the relevant Hedging Provider, that Ancillary
Lender, that Reference Bank or the Arrangers (as the case may be).
(d)Notwithstanding clauses 50.1 and 50.2 and paragraph (c) above, the Agent may make
technical amendments to the Finance Documents arising out of manifest errors on the face
of the Finance Documents, where such amendments would not prejudice or otherwise be
adverse to the interests of any Finance Party without any reference or consent of the
Finance Parties.
50.4Disenfranchisement of Defaulting Lenders
(a)For so long as a Defaulting Lender has any Commitment, in ascertaining (i) the Majority
Lenders or (ii) whether any given percentage (including, for the avoidance of doubt,
unanimity) of the Total Commitments under the Facility, or the agreement of any specified
group of Lenders, has been obtained to approve any request for a consent, waiver,
amendment or other vote under the Finance Documents, that Defaulting Lender’s
Commitment will be reduced by the amount of its Commitment and, to the extent that the
reduction results in that Defaulting Lender’s Commitment being zero and it has no
participation in the Loan, that Defaulting Lender shall be deemed not to be a Lender for the
purposes paragraphs (i) and (ii) above.
(b)For the purposes of this clause 50.4, the Agent may assume that the following Lenders are
Defaulting Lenders:
(i)any Lender which has notified the Agent that it has become a Defaulting Lender;
and
(ii)any Lender in relation to which it is aware that any of the events or circumstances
referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has
occurred, unless it has received notice to the contrary from the Lender concerned
(together with any supporting evidence reasonably requested by the Agent) or the
Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.
50.5Replacement of Screen Rate
(a)Subject to clause 50.3 (Other exceptions), if a Screen Rate Replacement Event has
occurred, any amendment or waiver which relates to:
(i)providing for the use of a Replacement Benchmark in place of the Screen Rate;
and
(ii)any or all of the following:
(A)aligning any provision of any Finance Document (other than a Hedging
Contract) to the use of that Replacement Benchmark;
(B)enabling that Replacement Benchmark to be used for the calculation of
interest under this Agreement (including, without limitation, any
consequential changes required to enable that Replacement Benchmark to
be used for the purposes of this Agreement);
(C)implementing market conventions applicable to that Replacement
Benchmark;
(D)providing for appropriate fallback (and market disruption) provisions for that
Replacement Benchmark; or
(E)adjusting the pricing to reduce or eliminate, to the extent reasonably
practicable, any transfer of economic value from one Party to another as a
result of the application of that Replacement Benchmark (and if any
adjustment or method for calculating any adjustment has been formally
designated, nominated or recommended by the Relevant Nominating Body,
the adjustment shall be determined on the basis of that designation,
nomination or recommendation),
may be made with the consent of the Agent (acting on the instructions of the Majority
Lenders) and the Borrower.
(b)In this clause 50.5:
Relevant Nominating Body means any applicable central bank, regulator or other
supervisory authority or a group of them, or any working group or committee sponsored or
chaired by, or constituted at the request of, any of them or the Financial Stability Board.
Replacement Benchmark means:
(a)the euro short term rate (€STR); or
at the discretion of all the Lenders
(b)any other a reference rate which is:
(i)formally designated, nominated or recommended as the replacement for
the Screen Rate by:
(A)the administrator of the Screen Rate (provided that the market or economic
reality that such reference rate measures is the same as that measured by
that Screen Rate); or
(B)any Relevant Nominating Body,
and if replacements have, at the relevant time, been formally designated,
nominated or recommended under both paragraphs, the “Replacement
Benchmark” will be the replacement under paragraph (B) above;
(ii)in the opinion of the Majority Lenders and the Obligors, generally accepted
in the international or any relevant domestic syndicated loan markets as the
appropriate successor to the Screen Rate; or
(iii)in the opinion of the Majority Lenders and the Obligors, an appropriate
successor to the Screen Rate.
Screen Rate Replacement Event means, in relation to the Screen Rate:
(a)the methodology, formula or other means of determining the Screen Rate has, in the
opinion of the Majority Lenders and the Borrower materially changed;
(b)any of the following applies:
(i)either:
(A)the administrator of the Screen Rate or its supervisor publicly announces
that such administrator is insolvent; or
(B)information is published in any order, decree, notice, petition or filing,
however described, of or filed with a court, tribunal, exchange, regulatory
authority or similar administrative, regulatory or judicial body which
reasonably confirms that the administrator of the Screen Rate is insolvent,
provided that, in each case, at that time, there is no successor administrator
to continue to provide the Screen Rate;
(ii)the administrator of the Screen Rate publicly announces that it has ceased or will
cease, to provide the Screen Rate permanently or indefinitely and, at that time,
there is no successor administrator to continue to provide the Screen Rate;
(iii)the supervisor of the administrator of the Screen Rate publicly announces that such
Screen Rate has been or will be permanently or indefinitely discontinued;
(iv)the administrator of the Screen Rate or its supervisor announces that the Screen
Rate may no longer be used; or
(v)the supervisor of the administrator of that Screen Rate makes a public
announcement or publishes information:
(A)stating that the Screen Rate is no longer or, as of a specified future date will
no longer be, representative of the underlying market or economic reality that
it is intended to measure and that representativeness will not be restored (as
determined by such supervisor); and
(B)with awareness that any such announcement or publication will engage
certain triggers for fallback provisions in contracts which may be activated by
any such pre-cessation announcement or publication; or
(c)the administrator of the Screen Rate determines that the Screen Rate should be
calculated in accordance with its reduced submissions or other contingency or fallback
policies or arrangements and either:
(i)the circumstance(s) or event(s) leading to such determination are not (in the
opinion of the Majority Lenders and the Borrower) temporary; or
(ii)the Screen Rate is calculated in accordance with any such policy or arrangement
for a period of no less than 15 Business Days; or
(d)in the opinion of the Majority Lenders and the Borrower, the Screen Rate is otherwise no
longer appropriate for the purposes of calculating interest under this Agreement.
50.6Releases
Except with the approval of the Lenders and the Hedging Providers or for a release which is
expressly permitted or required by the Finance Documents, the Agent shall not have authority to
authorise the Security Agent to release (nor shall any Finance Party, unless so directed by the
Security Agent in accordance with clause 38.4 (Enforcement through Security Agent only),
release):
(a)any Charged Property from the Transaction Security; or
(b)any Obligor from any of its guarantee or other obligations under any Finance Document.
50.7Excluded Commitments
If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to
any term of any Finance Document (as relevant) or any other vote of Lenders under the terms of
this Agreement within 30 Business Days of that request being made (unless the Borrower and
the Agent agree to a longer time period in relation to any request):
(a)its Commitment or its participation in the Loan shall not be included for the purpose of
calculating the Total Commitments or the amount of the Loan when ascertaining whether
any relevant percentage (including, for the avoidance of doubt, unanimity) of Total
Commitments or the amount of the Loan has been obtained to approve that request; and
(b)its status as a Lender shall be disregarded for the purpose of ascertaining whether the
agreement of any specified group of Lenders has been obtained to approve that request.
51Confidential Information
51.1Confidential Information
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it
to anyone, save to the extent permitted by clause 51.2 (Disclosure of Confidential Information)
and clause 51.3 (Disclosure to numbering service providers), and to ensure that all Confidential
Information is protected with security measures and a degree of care that would apply to its own
confidential information.
51.2Disclosure of Confidential Information
Any Finance Party may disclose (without the consent of the Obligors) to such Finance Party’s
head office or to any of its Affiliates or Related Funds (such Affiliates and Related Funds, the
Permitted Parties) or to any of its or its Affiliates’ officers, directors or employees and any other
person:
(a)in the case of a Lender or Hedging Provider, to (or through) whom that Lender or Hedging
Provider assigns (or may potentially assign) all or any of its rights under the Finance
Documents;
(b)in the case of a Lender, to whom or for whose benefit that Finance Party charges, assigns
or otherwise creates a Security Interest (or may do so) pursuant to clause 34.10 (Security
over Lenders’ rights);
(c)in the case of a Lender or a Hedging Provider, with (or through) whom that Lender or that
Hedging Provider enters into (or may potentially enter into) any sub-participation in relation
to, or any other transaction under which payments are to be made by reference to, the
Finance Documents or any Obligor; or
(d)to whom information is required to be disclosed in connection with, and for the purposes of,
any litigation, arbitration, administrative or other investigations, proceedings or disputes; or
(e)to whom, and to the extent that, information is required, permitted or requested to be
disclosed by any court or tribunal of competent jurisdiction or any governmental, banking,
taxation or other regulatory authority or similar body, the rules of any relevant stock
exchange or pursuant to any applicable law or regulation,
and any Finance Party may disclose to any auditors, rating agencies or to its own or its
Permitted Parties’ professional advisers, auditors or brokers or insurers or potential reinsurance
brokers or direct or indirect credit protection providers and reinsurers or (with the consent of the
Borrower, or if an Event of Default has happened and is continuing, with the approval of the
Majority Lenders) to any other person, any information about any Obligor, the Group and the
Finance Documents as that Finance Party shall consider appropriate.
51.3Disclosure to numbering service providers
(a)Any Finance Party may disclose to any national or international numbering service provider
appointed by that Finance Party to provide identification numbering services in respect of
this Agreement, the Facility and/or one or more Obligors the following information:
(i)names of Obligors;
(ii)country of domicile of Obligors;
(iii)place of incorporation of Obligors;
(iv)date of this Agreement;
(v)clause 55 (Governing law);
(vi)the names of the Agent and the Arrangers;
(vii)date of each amendment and restatement of this Agreement;
(viii)amount of Total Commitments;
(ix)currency of the Facility;
(x)type of Facility;
(xi)ranking of Facility;
(xii)the term of the Facility;
(xiii)changes to any of the information previously supplied pursuant to paragraphs (i) to
(xii) above; and
(xiv)such other information agreed between such Finance Party and the Borrower,
to enable such numbering service provider to provide its usual syndicated loan numbering
identification services.
(b)The Parties acknowledge and agree that each identification number assigned to this
Agreement, the Facility and/or one or more Obligors by a numbering service provider and
the information associated with each such number may be disclosed to users of its services
in accordance with the standard terms and conditions of that numbering service provider.
(c)The Borrower represents that none of the information set out in paragraphs (i) to (xiv)
above is, nor will at any time be, unpublished price-sensitive information.
(d)The Agent shall notify the Borrower and the other Finance Parties of:
(i)the name of any numbering service provider appointed by the Agent in respect of
this Agreement, the Facility and/or one or more Obligors; and
(ii)the number or, as the case may be, numbers assigned to this Agreement, the
Facility and/or one or more Obligors by such numbering service provider.
51.4Disclosure of personal data
(a)If any Obligor provides the Finance Parties with personal data of any individual as required
by, pursuant to, or in connection with the Finance Documents, that Obligor represents and
warrants to the Finance Parties that it has, to the extent required by law:
(i)notified the relevant individual of the purposes for which data will be collected,
processed, used or disclosed;
(ii)obtained such individual’s consent for, and hereby consents on behalf of such
individual to, the collection, processing, use and disclosure of his/her personal data
by the Finance Parties,
(iii)    in each case, in accordance with or for the purposes of the Finance Documents,
and confirms that it is authorised by such individual to provide such consent on his/her
behalf.
(b)Each Obligor agrees and undertakes to notify the Agent promptly upon becoming aware of
the withdrawal by the relevant individual of his/her consent to the collection, processing,
use and/or disclosure by any Finance Party of any personal data provided by that Obligor
to any Finance Party.
(c)Any consent given pursuant to this Agreement in relation to personal data shall, subject to
all applicable laws and regulations, survive death, incapacity, bankruptcy or insolvency of
any such individual and the termination of this Agreement.
51.5Entire agreement
This clause 51 constitutes the entire agreement between the Parties in relation to the obligations
of the Finance Parties under the Finance Documents regarding Confidential Information and
supersedes any previous agreement, whether express or implied, regarding Confidential
Information.
51.6Inside information
Each of the Finance Parties acknowledges that some or all of the Confidential Information is or
may be price-sensitive information and that the use of such information may be regulated or
prohibited by applicable legislation including securities law relating to insider dealing and market
abuse and each of the Finance Parties undertakes not to use any Confidential Information for
any unlawful purpose.
51.7Notification of disclosure
Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the
Borrower:
(a)of the circumstances of any disclosure of Confidential Information made to any person to
whom information is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other regulatory authority or similar
body or the rules of any relevant stock exchange or pursuant to any applicable law or
regulation pursuant to clause 51.2 (Disclosure of Confidential Information) except where
such disclosure is made to any such person during the ordinary course of its supervisory or
regulatory function; and
(b)upon becoming aware that Confidential Information has been disclosed in breach of this
clause 51.
51.8Continuing obligations
The obligations in this clause 51 are continuing and, in particular, shall survive and remain
binding on each Finance Party for a period of twelve months from the earlier of:
(a)the date on which all amounts payable by the Obligors under or in connection with the
Finance Documents have been paid in full and all Commitments have been cancelled or
otherwise cease to be available; and
(b)the date on which such Finance Party otherwise ceases to be a Finance Party.
52Confidentiality of Funding Rates and Reference Bank Quotations
52.1Confidentiality and disclosure
(a)The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the
Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save
to the extent permitted by paragraphs (b), (c) and (d) below.
(b)The Agent may disclose:
(i)any Funding Rate (but not, for the avoidance of doubt, any Reference Bank
Quotation) to the Borrower pursuant to clause 10.5 (Notification of rates of interest);
and
(ii)any Funding Rate or any Reference Bank Quotation to any person appointed by it
to provide administration services in respect of one or more of the Finance
Documents to the extent necessary to enable such service provider to provide
those services if the service provider to whom that information is to be given has
entered into a confidentiality agreement substantially in the form of the LMA Master
Confidentiality Undertaking for Use With Administration/Settlement Service
Providers or such other form of confidentiality undertaking agreed between the
Agent and the relevant Lender or Reference Bank, as the case may be.
(c)The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each
Obligor may disclose any Funding Rate, to:
(i)any of its Affiliates and any of its or their officers, directors, employees, professional
advisers, auditors, partners and representatives if any person to whom that
Funding Rate or Reference Bank Quotation is to be given pursuant to this
paragraph (i) is informed in writing of its confidential nature and that it may be
price-sensitive information except that there shall be no such requirement to so
inform if the recipient is subject to professional obligations to maintain the
confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise
bound by requirements of confidentiality in relation to it;
(ii)any person to whom information is required or requested to be disclosed by any
court of competent jurisdiction or any governmental, banking, taxation or other
regulatory authority or similar body, the rules of any relevant stock exchange or
pursuant to any applicable law or regulation if the person to whom that Funding
Rate or Reference Bank Quotation is to be given is informed in writing of its
confidential nature and that it may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of the Agent or the relevant
Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii)any person to whom information is required to be disclosed in connection with, and
for the purposes of, any litigation, arbitration, administrative or other investigations,
proceedings or disputes if the person to whom that Funding Rate or Reference
Bank Quotation is to be given is informed in writing of its confidential nature and
that it may be price-sensitive information except that there shall be no requirement
to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may
be, it is not practicable to do so in the circumstances; and
(iv)any person with the consent of the relevant Lender or Reference Bank, as the case
may be.
(d)The Agent’s obligations in this clause 52 relating to Reference Bank Quotations are without
prejudice to its obligations to make notifications under clause 10.5 (Notification of rates of
interest) provided that (other than pursuant to paragraph (b)(i) above) the Agent shall not
include the details of any individual Reference Bank Quotation as part of any such
notification.
52.2Related obligations
(a)The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the
Agent, each Reference Bank Quotation) is or may be price-sensitive information and that
its use may be regulated or prohibited by applicable legislation including securities law
relating to insider dealing and market abuse and the Agent and each Obligor undertake not
to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for
any unlawful purpose.
(b)The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform
the relevant Lender or Reference Bank, as the case may be:
(i)of the circumstances of any disclosure made pursuant to clause 52.1(c)(ii)
(Confidentiality and disclosure) except where such disclosure is made to any of the
persons referred to in that paragraph during the ordinary course of its supervisory
or regulatory function; and
(ii)upon becoming aware that any information has been disclosed in breach of this
clause 52.
52.3No Event of Default
No Event of Default will occur under clause 32.5 (Other obligations) by reason only of an
Obligor’s failure to comply with this clause 52.
53Counterparts
Each Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of the Finance
Document.
54Contractual recognition of bail-in
Notwithstanding any other term of any Finance Document or any other agreement, arrangement
or understanding between the Parties, each Party (and any other Obligor who is a party to any
other Finance Document to which this clause is expressed by the terms of that other Finance
Document to apply) acknowledges and accepts that any liability of any Finance Party to another
Finance Party or to an Obligor under or in connection with the Finance Documents may be
subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to
be bound by the effect of:
(a)any Bail-In Action in relation to any such liability, including (without limitation):
(i)a reduction, in full or in part, in the principal amount, or outstanding amount due
(including any accrued but unpaid interest) in respect of any such liability;
(ii)a conversion of all, or part of, any such liability into shares or other instruments of
ownership that may be issued to, or conferred on, it; and
(iii)a cancellation of any such liability; and
(b)a variation of any term of any Finance Document to the extent necessary to give effect to
any Bail-In Action in relation to any such liability.
Section 12 -  Governing Law and Enforcement
55Governing law
This Agreement and any non-contractual obligations connected with it are governed by English
law.
56Enforcement
56.1Jurisdiction of English courts
(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement or any non-contractual obligations connected with it
(including a dispute regarding the existence, validity or termination of this Agreement) (a
Dispute).
(b)The Parties agree that the courts of England are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.
(c)Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from
taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent
allowed by law, the Finance Parties may take concurrent proceedings in any number of
jurisdictions.
56.2Service of process
Without prejudice to any other mode of service allowed under any relevant law, each Obligor
who is a Party (unless it is incorporated in England and Wales):
(a)irrevocably appoints the person named in Schedule 1 (The original parties) as that
Obligor’s English process agent as its agent for service of process in relation to any
proceedings before the English courts in connection with any Finance Document;
(b)agrees that failure by an agent for service of process to notify the relevant Obligor of the
process will not invalidate the proceedings concerned; and
(c)if any person appointed as process agent for an Obligor is unable for any reason to act as
agent for service of process, that Obligor must immediately (and in any event within ten
days of such event taking place) appoint another agent on terms acceptable to the Agent.
Failing this, the Agent may appoint another agent (including Saville & Co Scrivener
Notaries, Cheeswrights LLP and The Law Debenture Corporation p.l.c. or any of their
Affiliates providing such professional service) for this purpose.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
Schedule 1
The original parties
Borrower
Name of Borrower:
Wind Keeper Limited
Jurisdiction of incorporation:
England
Registered office:
South Denes Business Park
South Beach Parade
Great Yarmouth
Norfolk, NR30 3QR
United Kingdom
Registered number:
14849532
Shareholder of Borrower:
Guarantor B
Guarantor A
Name of Guarantor A:
Cadeler A/S
Jurisdiction of incorporation:
Denmark
Registered office:
Kalvebod Brygge 43
1560 Copenhagen V
Denmark
Registered number:
31180503
Guarantor B
Name of Guarantor B:
Cadeler International Limited
Jurisdiction of incorporation:
England
Registered office:
South Denes Business Park
South Beach Parade
Great Yarmouth
Norfolk, NR30 3QR
United Kingdom
Registered number:
7964749
Guarantor C
Name of Guarantor C:
Cadeler Holdings Limited
Jurisdiction of incorporation:
England
Registered office:
South Denes Business Park
South Beach Parade
Great Yarmouth
Norfolk, NR30 3QR
United Kingdom
Registered number:
7964020
Guarantor D
Name of Guarantor C:
Cadeler UK Limited
Jurisdiction of incorporation:
England
Registered office:
South Denes Business Park
South Beach Parade
Great Yarmouth
Norfolk, NR30 3QR
United Kingdom
Registered number:
6106237
Obligor process agent
Name:
Cadeler International Limited
Registered office:
South Denes Business Park
South Beach Parade
Great Yarmouth
Norfolk, NR30 3QR
United Kingdom
Obligor address for service of notices
Address:
Kalvebod Brygge 43
1560 Copenhagen V
Denmark
Email:
[REDACTED]
Attention:
[REDACTED]
Original Lenders and their Commitments
Name of
Original
Commercial
Lender
Facility Office and notice details
Commitment
(€)
Treaty
Passport
scheme
reference
number and
jurisdiction of
tax residence
(if applicable)
DNB Bank ASA
Dronning Eufemias Gate 30
0191, Oslo
Norway
Attention: Loan Admin Corporate
E-mail Address: [REDACTED]
45,000,000
58/D/305668/
DTTP (Norway)
KFW IPEX-
BANK GMBH
Palmengartenstraße 5-9
60325 Frankfurt am Main
Germany
Attention (documentation /
credit matters):
[REDACTED]
Attention (loan
administrative purposes):
[REDACTED]
45,000,000
7/K/333018/
DTTP
SPAREBANK 1
SØR-NORGE
ASA
Address:
P.O. Box 250
N-4068 Stavanger
Norway
Attention:
Loan Administration
[REDACTED]
35,000,000
58/S/360918/
DTTP (Norway)
Total
Commitments:
125,000,000
The Agent
Name:
DNB Bank ASA
Facility office and notice
details
Dronning Eufemias Gate 30
0191, Oslo
Norway
Attention: Agency Syndicated Loans
E-mail Address: [REDACTED]
The Security Agent
Name:
DNB Bank ASA
Facility office and notice
details
Dronning Eufemias Gate 30
0191, Oslo
Norway
Attention: Agency Syndicated Loans
E-mail Address: [REDACTED]
The Arrangers
Name:
DNB Bank ASA
Facility office and notice
details
Dronning Eufemias Gate 30
0191, Oslo
Norway
Attention: Loan Admin Corporate
E-mail Address: [REDACTED]
Name:
KfW IPEX-Bank GmbH
Facility office and notice
details
Palmengartenstraße 5-9
60325 Frankfurt am Main
Germany
Attention (documentation /
credit matters):
[REDACTED]
Attention (loan
administrative purposes):
[REDACTED]
Name:
SpareBank 1 Sør-Norge ASA
Facility office and notice
details
P.O. Box 250
N-4068 Stavanger
Norway
Attention:
Loan Administration
[REDACTED]
The Green Loan Advisor
Name:
DNB Bank ASA
Facility office and notice
details
Dronning Eufemias Gate 30
0191, Oslo
Norway
Attention: Loan Admin Corporate
E-mail Address: [REDACTED]
The Original Hedging Providers
Name:
DNB Bank ASA
Facility office and notice
details
Dronning Eufemias Gate 30
0191, Oslo
Norway
Email address:
[REDACTED]
Name:
SpareBank 1 Sør-Norge ASA
Facility office and notice
details
Address:
Christen Tranes gate 35
4007 Stavanger
Norway
Attention:
Loan Administration
[REDACTED]
Name:
KfW IPEX-Bank GmbH
Facility office and notice
details
Address:
Palmengartenstraße 5-9
60325 Frankfurt am Main
Germany
Attention (documentation / credit matters):
[REDACTED]
The Account Bank
Name:
DNB Bank ASA
Address:
Dronning Eufemias Gate 30
0191, Oslo
Norway
Schedule 2
Ship information
Ship
Name:
BO QIANG 3060 (tbr Wind Keeper)
Owner of Ship:
Wind Keeper Limited
Flag State:
The Republic of the Marshall Islands
IMO Number:
9972749
Classification:
CSA: Self-elevating Crane Unit / Offshore Wind Turbine Service
Unit; HELDK; Loading Computer, (I); Lifting Appliance; PSPC(B);
Ice Class B; IWS
CSM: DP-2; Self-Propelled; AUT-0; G-ECO(BWM(T),VIB1,NOI1)
Classification Society:
American Bureau of Shipping
Major Casualty Amount:
€2,000,000
Initial Bareboat Charter
description
Reference is made to the Initial Bareboat Charter between the
Borrower and Guarantor D the form of which shall be delivered by
the Borrower to the Agent prior to the delivery of the Utilisation
Request relating to the Ship under this Agreement to the Agent.
Initial Charter and Initial
Charterer description
Reference is made to the Initial Charter and the timeline and
particulars of employment dated on or around the date of this
Agreement delivered by the Obligors’ Agent to the Agent prior to
the date of this Agreement, detailing the scheduled delivery or
commissioning of the Ship under the Initial Charter.
Schedule 3
Conditions precedent
Part 1
Initial conditions precedent
1Original Obligors’ corporate documents
(a)A copy of the Constitutional Documents of each Original Obligor.
(b)A copy of a resolution of the board of directors of each Original Obligor (or, if applicable,
any committee of such board empowered to approve and authorise the following matters):
(i)approving the terms of, and the transactions contemplated by, the Finance
Documents to which it is a party (its Relevant Documents) and resolving that it
execute, deliver and perform the Relevant Documents to which it is a party;
(ii)authorising a specified person or persons to execute its Relevant Documents on its
behalf; and
(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents and notices (including, if relevant, the Utilisation Request and any
Selection Notice) to be signed and/or despatched by it under or in connection with
its Relevant Documents.
(c)If applicable, a copy of a resolution of the board of directors of the relevant company,
establishing any committee referred to in paragraph (b) above and conferring authority on
that committee.
(d)A specimen of the signature of each person authorised by the resolution referred to in
paragraph (b) above in relation to its Relevant Documents and related documents.
(e)If applicable, a copy of a resolution signed by all the holders of the issued shares in each
Original Obligor (other than Guarantor A), approving the terms of, and the transactions
contemplated by, its Relevant Documents.
(f)A certificate of each Original Obligor (signed by an authorised signatory) confirming that
borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not
cause any borrowing, guarantee, security or similar limit binding on any Original Obligor
(as applicable) to be exceeded.
(g)A copy of any power of attorney under which any person is appointed by any Original
Obligor to execute any of its Relevant Documents on its behalf.
(h)A copy of a certificate of no winding-up order in respect of the Borrower.
(i)A certificate of an authorised signatory of each relevant Original Obligor certifying that
each copy document relating to it specified in this Part of this Schedule is correct,
complete and in full force and effect and has not been amended or superseded as at a
date no earlier than the date of this Agreement and that any such resolutions or power of
attorney have not been revoked.
2Legal opinions
The following legal opinions, each addressed to the Agent, the Security Agent, the Original
Lenders and the Original Hedging Providers, substantially in the form distributed to the Original
Lenders and the Original Hedging Providers and approved by the Agent prior to signing this
Agreement and capable of being relied upon by any persons who become Lenders or Hedging
Providers pursuant to the primary syndication of the Facility:
(a)a legal opinion of Norton Rose Fulbright LLP on matters of English law;
(b)a legal opinion of Moalem Weitemeyer Advokatpartnerselskab on matters of Danish law;
(c)legal opinion of Advokatfirmaet Wiersholm AS on matters of Norwegian law; and
(d)such other opinions or confirmations from relevant legal counsel selected by the Agent in
respect of any matters in relation to this Agreement as the Agent shall deem necessary or
desirable.
3Other documents and evidence
(a)Evidence that any process agent referred to in clause 56.2 (Service of process) or any
equivalent provision of any other Finance Document entered into on or around the date of
this Agreement, has accepted its appointment.
(b)A copy of any other Authorisation or other document, opinion or assurance which the
Agent considers to be necessary or desirable (if it has notified the Borrower accordingly)
in connection with the entry into and performance of the transactions contemplated by
any Finance Document or for the validity and enforceability of any Finance Document
provided that such Authorisation or other document, opinion or assurance is requested at
least five Business Days prior to the date on which the Utilisation Request is delivered by
the Borrower to the Agent pursuant to clause 5.1 (Delivery of the Utilisation Request).
(c)The Original Financial Statements.
(d)The Fee Letters duly executed and evidence that the fees, commissions, costs and
expenses then due from the Borrower pursuant to clause 13 (Fees) and clause 18 (Costs
and expenses) have been paid or will be paid by the Utilisation Date.
4People with Significant Control (PSC) regime
In respect of any Obligor incorporated in the United Kingdom, either:
(a)a certificate of an authorised signatory of the relevant Obligor certifying that:
(i)each Group Member has complied within the relevant timeframe with any notice it
has received pursuant to Part 21A of the Companies Act 2006 from that Obligor;
and
(ii)no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B
of the Companies Act 2006) has been issued in respect of its shares,
together with a copy of the “PSC register” (within the meaning of section 790C(10) of the
Companies Act 2006) of the relevant Obligor, which is certified by an authorised signatory
of the relevant Obligor to be correct, complete and not amended or superseded as at a
date no earlier than the date three Business Days before the date of this Agreement; or
(b)a certificate of an authorised signatory of the relevant Obligor certifying that it is not
required to comply with Part 21A of the Companies Act 2006.
5Hedging Master Agreement and Hedging Contract Security
If the Borrower elects to enter into a Hedging Master Agreement pursuant to clause 31.2
(Hedging), evidence that:
(a)the Hedging Master Agreement has been executed by the Borrower and the Hedging
Provider, if applicable;
(b)the Borrower has executed the Hedging Contract Security;
(c)any notice required to be given to the Hedging Provider under the Hedging Contract
Security has been given to it and acknowledged by it in the manner required by the
Hedging Contract Security; and
(d)duly executed notices of assignment and acknowledgements of those notices as required
by any of the above Security Documents.
6“Know your customer” information
Such documentation and information as any Finance Party may reasonably request through the
Agent to comply with “know your customer” or similar identification procedures under all laws
and regulations applicable to that Finance Party.
7Ancillary Facilities
A copy of any facility agreement entered into pursuant to clause 6 (Ancillary Facilities) between
the Borrower and an Ancillary Lender duly executed by the Borrower, constituting an Ancillary
Facility.
Part 2
Conditions precedent before Utilisation
1Corporate documents
(a)A certificate of an authorised signatory of the Borrower certifying that each copy
document relating to it specified in Part 1 of this Schedule remains correct, complete and
in full force and effect as at a date no earlier than a date approved for this purpose and
that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation
to it have not been revoked or amended (or, to the extent that there have been any
changes to such copy documents, the documents listed in paragraph 1 of Part 1 of this
Schedule).
(b)A certificate of an authorised signatory of each other Original Obligor which is party to any
of the Original Security Documents required to be executed on or before Utilisation
certifying that each copy document relating to it specified in Part 1 of this Schedule
remains correct, complete and in full force and effect as at a date no earlier than a date
approved for this purpose and that any resolutions or power of attorney referred to in Part
1 of this Schedule in relation to it have not been revoked or amended (or, to the extent
that there have been any changes to such copy documents, the documents listed in
paragraph 1 of Part 1 of this Schedule).
(c)If the Flag State in respect of the Ship is the Republic of the Marshall Islands, a Certificate
of Goodstanding issued by the Registrar of Corporations of the Republic of the Marshall
Islands in respect of the status of the Borrower as a Foreign Maritime Entity (or any
equivalent certificate of goodstanding required by any other applicable Flag State).
2Bank accounts
Evidence that any Account required to be established under clause 29 (Bank accounts) has
been opened and established, that any Account Security in respect of each such Account has
been executed and delivered by the relevant Account Holder(s) and that any notice required to
be given to an Account Bank under that Account Security has been given to it and
acknowledged by it in the manner required by that Account Security.
3Share Security
Duly executed and dated copies of the Share Security, together with all duly executed notices,
acknowledgments, letters, transfers, certificates and other documents required to be delivered
thereunder.
4Security
(a)The Mortgage, the General Assignment and (if applicable) the Deed of Covenant in
respect of the Ship duly executed by the Borrower.
(b)The General Assignment in respect of the executed by the relevant Bareboat Charterer.
(c)Duly executed notices of assignment (including notices of assignment of the Earnings or,
with respect to the Initial Charter for which a Quiet Enjoyment Agreement is to be entered
into, all the rights under the Initial Charter, subject to the terms of clause 24.8(e)(ii)
(Chartering)) and (on a reasonable efforts basis, unless such notice relates to an
assignment of a Bareboat Charter or any charter commitment for which a Quiet
Enjoyment Agreement is to be entered into where the Ship has already been delivered
under such charter commitment) acknowledgements of those notices as required by any
of the above Security Documents, provided that no notices should be given in respect of
a charter commitment or any guarantee in respect of such charter commitment (as
applicable) if such charter commitment is not a Charter (and such guarantee is not a
Charter Guarantee) or if an assignment would be in conflict with the relevant charter
commitment or guarantee (but without prejudice to the provisions of clause 24.8(e)
(Chartering)).
(d)A Subordination Deed, if and to the extent required under the provisions of 30.3 (Financial
Indebtedness) or 30.5 (Loans and credit) on account of any Financial Indebtedness
incurred by the Borrower.
(e)Each Quiet Enjoyment Agreement required as a condition to the granting of the Mortgage
over the Ship or under any charter commitment for the Ship and/or the assignment of any
rights under any charter commitment for the Ship, where the Ship is to be delivered under
such charter commitment on or has been delivered prior to the Utilisation Date, duly
executed by the Borrower or, as applicable, Bareboat Charterer, the Security Agent and
the relevant charterer (the Borrower hereby representing that no such charter
commitment exists at the relevant time for the Ship).
5Delivery and registration of Ship
Evidence that the Ship:
(a)is (or will upon the release of the proceeds of the Utilisation be) legally and beneficially
owned by the Borrower and registered in the name of the Borrower free from any Security
Interests (other than the Security Interests created under the Finance Documents)
through the relevant Registry as a ship under the laws and flag of the relevant Flag State;
(b)is classed with the relevant Classification free of overdue requirements and overdue
recommendations of the relevant Classification Society affecting class (including by way
of an interim class certificate);
(c)is insured in the manner required by the Finance Documents;
(d)has been delivered to, and accepted for service by, the Bareboat Charterer under the
relevant Bareboat Charter;
(e)is free of any charter commitment (other than a Bareboat Charter and the Initial Charter)
which would require approval under the Finance Documents; and
(f)is not subject to any prior registration (other than through the relevant Registry in the
relevant Flag State) or that any prior registration has been or will (within such period as
may be approved) be cancelled.
6Mortgage registration
Evidence that the Mortgage in respect of the Ship has been (or will upon the release of the
proceeds of the Utilisation be) registered against the Ship through the relevant Registry under
the laws and flag of the relevant Flag State.
7Legal opinions
The following further legal opinions, each addressed to the Agent, the Security Agent, the
Original Lenders and the Original Hedging Providers, substantially in the form distributed to the
Original Lenders and the Original Hedging Providers and approved by the Agent prior to signing
this Agreement in relation to Security Documents for the Ship and capable of being relied upon
by any persons who become Lenders or Hedging Providers pursuant to the primary syndication
of the Facility:
(a)a legal opinion of Norton Rose Fulbright LLP on matters of English law;
(b)a legal opinion of Moalem Weitemeyer Advokatpartnerselskab on matters of Danish law;
(c)legal opinion of Advokatfirmaet Wiersholm AS on matters of Norwegian law;
(d)a legal opinion from legal counsel on matters of law of the relevant Flag State of the Ship;
and
(e)such other opinions or confirmations from relevant legal counsel selected by the Agent in
respect of any matters in relation to this Agreement as the Agent shall deem necessary or
desirable.
8Insurance
In relation to the Ship’s Insurances:
(a)an opinion from insurance consultants appointed by the Agent on such Insurances;
(b)evidence that such Insurances have been placed in accordance with clause 26
(Insurance); and
(c)evidence that approved brokers, insurers and/or associations have issued or will issue
letters of undertaking (including fleet premium lien waivers) in favour of the Security Agent
in an approved form in relation to the Insurances provided the same is requested at least
5 Business Days prior to the date on which the Utilisation Request is delivered.
9ISM and ISPS Code
Copies of:
(a)the document of compliance issued in accordance with the ISM Code to the person who
is the operator of the Ship for the purposes of that code; and
(b)if so requested by the Agent no later than 5 Business Days prior to the date on which the
Utilisation Request is delivered by the Borrower (or the Obligors’ Agent on its behalf), any
other certificates issued under any applicable code required to be observed by the Ship or
in relation to its operation under any applicable law.
10Value of security
Valuations of the Ship obtained (not more than 60 days before the Utilisation Date) in
accordance with clause 27 (Minimum security value) showing that the Security Value at the
relevant time will be not less than 140 per cent of the amount of the Loan and Ancillary
Commitments upon execution of the Security Documents specified in paragraph 4 (Security) of
this Part 2 of this Schedule.
11Fees and expenses
Evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant
to clause 13 (Fees) and clause 18 (Costs and expenses) have been paid or will be paid by the
Utilisation Date.
12Inventory of Hazardous Materials
A copy of the certificate being the document listing all the potentially hazardous materials on
board the Ship.
13Initial Bareboat Charter
In relation to the Ship’s Initial Bareboat Charter, a copy of such Initial Bareboat Charter executed
by all parties to it (i) evidencing that the Initial Bareboat Charterer and the terms of such Initial
Bareboat Charter reflect the terms of the form of Initial Bareboat Charter provided to the Agent
as described in Schedule 2 (Ship information) and, providing for charter hire which, for the entire
tenor of the same, is not less than the Minimum Bareboat Charter Hire or (ii) in such form and
substance acceptable to the Majority Lenders.
14Initial Charter
In relation to the Ship’s Initial Charter:
(a)a description of the main terms of the Initial Charter; and
(b)a copy of the timeline and particulars of employment provided to the Agent prior to the
date of this Agreement and as described in Schedule 2 (Ship information) (updated to the
extent that there have been any changes to such timeline and particulars of employment)
certified by an approved person as being a true and complete copy as at a date no earlier
than a date approved for this purpose.
15Management
Where a manager of the Ship has been approved in accordance with clause 24.4 (Manager), a
copy, certified by an approved person to be a true and complete copy, of the Management
Agreement relating to the Ship in form and substance in all respects approved.
16Process Agent
Evidence that any process agent of any Obligor referred to in any provision of any Finance
Document to be entered into under this Part 2 has accepted its appointment.
17People with Significant Control (PSC) regime
In respect of any Obligor incorporated in the United Kingdom, either:
(a)a certificate of an authorised signatory of the relevant Obligor certifying that:
(i)each Group Member has complied within the relevant timeframe with any notice it
has received pursuant to Part 21A of the Companies Act 2006 from that Obligor;
and
(ii)no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B
of the Companies Act 2006) has been issued in respect of its shares,
together with a copy of the “PSC register” (within the meaning of section 790C(10) of the
Companies Act 2006) of the relevant Obligor, which is certified by an authorised signatory
of the relevant Obligor to be correct, complete and not amended or superseded as at a
date no earlier than the date three Business Days before the proposed Utilisation Date; or
(b)a certificate of an authorised signatory of the relevant Obligor certifying that it is not
required to comply with Part 21A of the Companies Act 2006.
18Existing Indebtedness
Evidence:
(a)in all respects satisfactory to the Agent that all of the Existing Indebtedness has been, or
will be immediately following the Utilisation, repaid in full, and that any undrawn or
available commitments in relation to it have been cancelled; and
(b)that all Security Interests created by the Borrower or any other Obligor securing the
Existing Indebtedness have been duly discharged and/or, as the case may be, re-
assigned.
Part 3
Conditions subsequent
1Security
No later than the date falling ten Business Days prior to delivery of the Ship to the relevant
charterer:
(a)duly executed acknowledgements of any notice of assignment as required pursuant to
paragraph 4 of Part 2 of Schedule 3 (Conditions precedent); and
(b)each Quiet Enjoyment Agreement required as a condition to the Mortgage and/or the
assignment of rights under a charter commitment, in respect of any charter commitment
in place at the time of Utilisation, duly executed by all parties thereto.
Part 4
Conditions precedent for Additional Guarantors
1An Accession Deed duly executed by the relevant Additional Guarantor and Guarantor A (until
the Share Exchange Acceptance and including for the purposes of the accession by UK ListCo
to the Facilities Agreement) and UK ListCo (on and from the Share Exchange Acceptance, but
excluding for the purposes of the accession by UK ListCo to the Facilities Agreement).
2A copy of the Constitutional Documents of the relevant Additional Guarantor.
3A copy of a resolution of the board of directors of the relevant Additional Guarantor:
(a)approving the terms of, and the transactions contemplated by, the Accession Deed and
the Finance Documents and resolving that it execute, deliver and perform the Accession
Deed and any other Finance Document to which it is party;
(b)authorising a specified person or persons to execute the Accession Deed and other
Finance Documents on its behalf;
(c)authorising a specified person or persons, on its behalf, to sign and/or despatch all other
documents and notices to be signed and/or despatched by it under or in connection with
the Finance Documents to which it is a party; and
(d)authorising Guarantor A  (until the Share Exchange Completion) or UK ListCo (on and
from the Share Exchange Completion) to act as its agent in connection with the Finance
Documents.
4A specimen of the signature of each person authorised by the resolution referred to in paragraph
3 above.
5If applicable, a copy of a resolution signed by all the holders of the issued shares in the relevant
Additional Guarantor, approving the terms of, and the transactions contemplated by, the
Accession Deed and the Finance Documents.
6A certificate of the relevant Additional Guarantor (signed by an authorised signatory) confirming
that guaranteeing or securing, as appropriate, the Total Commitments would not cause any
guarantee, security or similar limit binding on it to be exceeded.
7A certificate of an authorised signatory of the relevant Additional Guarantor certifying that each
copy document listed in this Part 4 of Schedule 3 (Conditions precedent) in respect of the
Additional Guarantor is correct, complete and in full force and effect and has not been amended
or superseded as at a date no earlier than the date of the Accession Deed.
8A copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable in connection with the entry into and performance of the
transactions contemplated by the Accession Deed or for the validity and enforceability of any
Finance Document.
9If available, the latest audited financial statements of the relevant Additional Guarantor.
10The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders:
(a)A legal opinion of Norton Rose Fulbright LLP, legal advisers to the Agent in England, as to
English law in the form distributed to the Lenders and the Agent prior to signing the
Accession Deed.
(b)A legal opinion of the legal advisers to the Agent in the jurisdiction of incorporation of the
relevant Additional Guarantor and the jurisdiction of the governing law of each Finance
Document to which it is a party (an Applicable Jurisdiction) as to the law of each
Applicable Jurisdiction and in the form distributed to the Lenders and the Agent prior to
signing the Accession Deed.
11If the relevant Additional Guarantor is incorporated in a jurisdiction other than England and
Wales, evidence that the process agent specified in clause 56.2 (Service of process), if not an
Obligor, has accepted its appointment in relation to that Additional Guarantor.
12Any Finance Documents which are required by the Agent to be executed by the relevant
Additional Guarantor.
13Such documentary evidence as legal counsel to the Agent may require, that the relevant
Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance
or analogous process.
Part 5
Utilisation Request
From:[Wind Keeper Limited]
[Cadeler A/S]
To:[DNB Bank ASA as Agent]
Dated:[]
Dear Sirs
Facility Agreement for a Green
Term Loan Facility of up to €125,000,000 dated [●] 2025 (the Facility Agreement)
1We refer to the Facility Agreement. This is the Utilisation Request. Terms defined in the Facility
Agreement have the same meaning in this Utilisation Request unless given a different meaning
in this Utilisation Request.
2We wish to borrow the Loan under the Facility on the following terms:
Proposed Utilisation Date:
[] (or, if that is not a Business Day, the next Business
Day)
Amount:
€[]
3The purpose of this Loan is [specify purpose complying with clause 3 (Purpose) of the Facility
Agreement] [and its proceeds should be credited to [●] [specify account]].
4We confirm that each condition specified in clause 4.3 (Further conditions precedent) of the
Facility Agreement is satisfied on the date of this Utilisation Request.
5We request that the first Interest Period for this Loan be [3] Months.
6This Utilisation Request is irrevocable and cannot be varied without the prior written
consent of the Majority Lenders.
Yours faithfully
[…………………………………
authorised signatory for
Wind Keeper Limited]
[…………………………………
authorised signatory for
Cadeler A/S]
Schedule 4
Selection Notice
From:Wind Keeper Limited
To:[DNB Bank ASA as Agent]
Dated:[]
Dear Sirs
Facility Agreement for Green
Term Loan Facility of up to €125,000,000 dated [●] 2025 (the Facility Agreement)
1We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility
Agreement have the same meaning in this Selection Notice unless given a different meaning in
this Selection Notice.
2We request that the next Interest Period for this Loan to be [●] Months.
3This Selection Notice is irrevocable.
Yours faithfully
…………………………………
authorised signatory for
Wind Keeper Limited
Schedule 5
Original Schedule of Repayment Amounts
First
€3,289,473.70
Second
€3,289,473.70
Third
€3,289,473.70
Fourth
€3,289,473.70
Fifth
€3,289,473.70
Sixth
€3,289,473.70
Seventh
€3,289,473.70
Eighth
€3,289,473.70
Ninth
€3,289,473.70
Tenth
€3,289,473.70
Eleventh
€3,289,473.70
Twelfth
€3,289,473.70
Thirteenth
€3,289,473.70
Fourteenth
€3,289,473.70
Fifteenth
€3,289,473.70
Sixteenth
€3,289,473.70
Seventeenth
€3,289,473.70
Eighteenth
€3,289,473.70
Nineteenth
€3,289,473.70
Twentieth
€3,289,473.40
Balloon Instalment
€59,210,526.30
Schedule 6
Form of Accession Deed
To:DNB Bank ASA as Agent and as Security Agent for the other Finance Parties to the Facility
Agreement referred to below
From:[insert Additional Guarantor name]
Dated: []
Dear Sirs
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to the Facility Agreement. This deed (the Accession Deed) shall take effect as an
Accession Deed for the purposes of the Facility Agreement. Terms defined in the Facility
Agreement have the same meaning in this Accession Deed unless given a different meaning in
this Accession Deed.
2With effect on the date of this Accession Deed, [] (the NewCo) agrees to become an Additional
Guarantor and to be bound by the terms of the Facility Agreement and the other Finance
Documents as an Additional Guarantor pursuant to clause 35.5 (Additional Guarantors) of the
Facility Agreement. [] is a [company duly incorporated] under the laws of [name of relevant
jurisdiction] with registered number [].
3With effect on the date of this Accession Deed, the NewCo shall be, and is hereby made, an
additional party to the Facility Agreement, as joint and several guarantor with the Guarantors as
at the date of the Facility Agreement (the Original Guarantors) and any other Additional
Guarantor previously made a guarantor under the Facility Agreement (a Previously Acceded
Additional Guarantor), and the Facility Agreement shall henceforth be construed and treated in
all respects as if references therein to “Guarantors” included references to the NewCo in
addition to the Original Guarantors and any Previously Acceded Additional Guarantor.
4The NewCo hereby agrees with the Finance Parties, the Original Guarantors, any Previously
Acceded Additional Guarantor [and [Guarantor A] [UK ListCo] that, as and with effect from the
date of this Accession Deed, it shall, jointly and severally with the Original Guarantors and any
Previously Acceded Guarantor:
(a)be bound by the terms of the Facility Agreement as if the NewCo had all times been
named therein as Guarantor;
(b)duly and punctually perform all the liabilities and obligations whatsoever from time to time
to be performed or discharged by the Original Guarantors and any Previously Acceded
Additional Guarantor under the Facility Agreement (and for which the Original Guarantors,
any Previously Acceded Additional Guarantor and NewCo hereby agree to be jointly and
severally liable); and
(c)without prejudice to the generality of paragraphs (a) and (b) above, be [indebted for][a
guarantor under the Guarantee in respect of] the full amount of the Loan, interest thereon
and all other sums which may be or become due to the Finance Parties pursuant to the
Facility Agreement.
5[Guarantor A] [UK ListCo] confirms that no Default is continuing or would occur as a result of
NewCo becoming an Additional Guarantor.
6NewCo’s administrative details for the purposes of the Facility Agreement are as follows:
Address:[]
Attention:[]
7This Accession Deed and any non-contractual obligations arising out of or in connection with it
are governed by English law.
THIS ACCESSION DEED has been signed on behalf of the Agent, signed on behalf of the Security
Agent, executed as a deed by [Guarantor A] [UK ListCo] and executed as a deed by [Additional
Guarantor] and is delivered on the date stated above.
EXECUTED as a DEED)
by)
for and on behalf of) ......................................
[]) Attorney-in-fact
as NewCo and Additional Guarantor)
in the presence of:)
......................................
Witness
Name:
Address:
Occupation:
EXECUTED as a DEED)
by)
for and on behalf of) ......................................
CADELER A/S)  Attorney-in-fact
as Guarantor A)
in the presence of:)
......................................
Witness
Name:
Address:
Occupation:
THE AGENT
[DNB BANK ASA]
By:
THE SECURITY AGENT
[DNB BANK ASA]
By:
Schedule 7
Form of Transfer Certificate
To:[DNB BANK ASA] as Agent
From:[The Existing Lender], a company incorporated in [insert jurisdiction of incorporation] (the
Existing Lender), and [The New Lender], a company incorporated in [insert jurisdiction of
incorporation] (the New Lender)
Dated:
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as a
Transfer Certificate for the purposes of the Facility Agreement. Terms defined in the Facility
Agreement have the same meaning in this Agreement unless given a different meaning in this
Agreement.
2We refer to clause 34.8 (Procedure for assignment) of the Facility Agreement:
(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing
Lender under the Facility Agreement and the other Finance Documents which correspond
to that portion of the Existing Lender’s Commitment and participations in the Loan under
the Facility Agreement as specified in Schedule 1.
(b)The Existing Lender is released from the obligations owed by it which correspond to that
portion of the Existing Lender’s Commitment and participations in the Loan under the
Facility Agreement specified in Schedule 1 (but the obligations owed by the Obligors
under the Finance Documents shall not be released).
(c)On the Transfer Date the New Lender becomes a Party as a Lender and is bound by
obligations equivalent to those from which the Existing Lender is released under
paragraph (b) above.
(d)The proposed Transfer Date is [●].
(e)The Facility Office and address, email address and attention details for notices of the New
Lender for the purposes of clause 46.2 (Addresses) of the Facility Agreement are set out
in Schedule 1.
3The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
out in clause 34.7 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.
4The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it
is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender].
5[The New Lender confirms that the person beneficially entitled to interest payable to that Lender
in respect of an advance under a Finance Document is either:
(i)a company resident in the United Kingdom for United Kingdom tax purposes;
(ii)a partnership each member of which is:
(A)a company so resident in the United Kingdom; or
(B)a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings
into account in computing its chargeable profits (within the meaning of
section 19 of the CTA) the whole of any share of interest payable in respect
of that advance that falls to it by reason of Part 17 of the CTA; or
(iii)a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.]
6[The New Lender provides a QPP Certificate in the form set out in Schedule 2.]
7[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme
(reference number []) and is tax resident in [], so that interest payable to it by the Borrower is
generally subject to full exemption from UK withholding tax and that that it wishes that scheme
to apply to the Facility Agreement.]
8This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery
in accordance with clause 34.9 (Copy of Transfer Certificate to Borrower) of the Facility
Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this
Agreement.
9This Agreement may be executed in any number of counterparts and this has the same effect as
if the signatures on the counterparts were on a single copy of this Agreement.
10This Agreement and any non-contractual obligations connected with it are governed by English
law.
11This Agreement has been entered into on the date stated at the beginning of this Agreement.
Note:The execution of this Transfer Certificate may not assign a proportionate share of the
Existing Lender's interest in the Security Documents in all jurisdictions. It is the responsibility
of the New Lender to ascertain whether any other documents or other formalities are required
to perfect an assignment of such a share in the Existing Lender's interest in the Security
Documents in any jurisdiction and, if so, to arrange for execution of those documents and
completion of those formalities.
Schedule 1
Rights to be assigned and obligations to be released and undertaken
[insert relevant details]
[Facility Office address, email address and attention details for notices and account details for
payments.]
[Existing Lender][New Lender]
By:By:
This Agreement is accepted by the Agent as a Transfer Certificate for the purposes of the Facility
Agreement and the Transfer Date is confirmed as [●].
Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of
the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.
[DNB BANK ASA] as Agent
By:
1 A QPP Certificate is to be executed alongside the Transfer Certificate if the New Lender is a person eligible for the UK
withholding tax exemption for qualifying private placements.
Schedule 2
Form of New Lender QPP Certificate1
To:Wind Keeper Limited as the Borrower
From:[Name of New Lender]
Dated:[●]
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to the Facility Agreement. This is a QPP Certificate. Terms defined in the Facility
Agreement have the same meaning in this QPP Certificate unless given a different meaning in
this QPP Certificate.
2We confirm that:
(a)we are beneficially entitled to all interest payable to us as a Lender under the Loan;
(b)we are a resident of a qualifying territory; and
(c)we are beneficially entitled to the interest which is payable to us on the Loan for genuine
commercial reasons, and not as part of a tax advantage scheme.
These confirmations together form a creditor certificate.
3In this QPP Certificate the terms "resident", "qualifying territory", "scheme", "tax advantage
scheme" and "creditor certificate" have the meaning given to them in the Qualifying Private
Placement Regulations 2015 (2015 No. 2002).
[Name of New Lender]
By:
[This QPP Certificate is required where a lender is a person eligible for the UK withholding tax
exemption for qualifying private placements; a separate QPP Certificate should be provided by each
such lender.]
Schedule 8
Form of Compliance Certificate
To: [DNB BANK ASA] as Agent
From:Cadeler A/S, a company incorporated in Denmark, as Guarantor A
Dated: []
Dear Sirs
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1Financial Covenants
I/We confirm that as at the Measurement Period ended on [30 June] [31 December] []:
(a)Equity Ratio: the Equity Ratio is []:1.0, calculated as shown in Appendix A and
compared against a minimum ratio which is 0.35:1.0.
(b)Liquidity: Cadeler A/S (on a consolidated basis) maintains Cash and Cash Equivalents of
€[], calculated as shown in Appendix B and compared against a minimum required
amount of €[].
(c)Working Capital: the Working Capital was higher than zero (0), being €[], calculated as
shown in Appendix C.
2Security Requirement
We confirm that the Security Value is €[] calculated as shown in Appendix D, compared
against a Minimum Value of €[], calculated as shown in Appendix E.
3Distributions
For the purposes of clause 30.13 (Distributions and other payments by Group), the ratio of (a)
Net Interest Bearing Debt to (b) EBITDA, was [not] lower than 2.75:1.00.
4Default
[I/We confirm that no Default has occurred and is continuing.] [If this statement cannot be made,
the certificate should identify any Default that is continuing and the steps, if any, being taken to
remedy it.]
Signed by:
……………………………………………………
Chief Financial Officer
[CADELER A/S] [UK ListCo]
Schedule 9
Form of Green Loan Compliance Certificate
To:[DNB BANK ASA as Agent]
From:Wind Keeper Limited
Dated:[]
Dear Sirs
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to the Facility Agreement. This is a Green Loan Compliance Certificate. Terms defined
in the Facility Agreement have the same meaning when used in this Green Loan Compliance
Certificate unless given a different meaning in this Green Loan Compliance Certificate.
2This Green Loan Compliance Certificate is delivered with respect to the financial year ending [●]
(the Relevant Financial Year).
3We confirm that [Insert details re compliance with the Green Asset Criteria].
4As shown above, the Green Asset Criteria were [not] complied with. Accordingly:
(a)[the applicable Green Loan Margin Adjustment is an increase of the Margin of 0.10 per
cent. per annum]/[there is no Green Loan Margin Adjustment];
(b)the Margin applicable to the Loan following the Green Loan Margin Adjustment is: []
5[Set out relevant calculations in reasonable detail]
6We confirm that the Green Loan Report relating to the Relevant Financial Year and attached
hereto is a correct and complete copy of the original and has not been amended or superseded
as at the date of this Green Loan Compliance Certificate.
Signed…………………..
Director
Wind Keeper Limited
Schedule 10
Forms of Notifiable Debt Purchase Transaction Notice
Part 1
Form of Notice on Entering into Notifiable Debt Purchase Transaction
To:DNB Bank ASA as Agent
From: [The Lender]
Dated:
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to clause 35.3(b) (Disenfranchisement of Debt Purchase Transactions entered into by
Guarantor Affiliates) of the Facility Agreement. Terms defined in the Facility Agreement have the
same meaning in this notice unless given a different meaning in this notice.
2We have entered into a Notifiable Debt Purchase Transaction.
3The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the
amount of our Commitment(s) as set out below.
Commitment
Amount of our Commitment to which Notifiable Debt
Purchase Transaction relates
[]
[insert amount (of Commitment) to which the relevant Debt
Purchase Transaction applies]
[Lender]
By:
Part 2
Form of Notice on Termination of Notifiable Debt Purchase Transaction /
Notifiable Debt Purchase Transaction ceasing to be with Guarantor Affiliate
To: DNB Bank ASA as Agent
From: [The Lender]
Dated:
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to clause 35.2 (Prohibition on Debt Purchase Transactions by the Group) of the Facility
Agreement. Terms defined in the Facility Agreement have the same meaning in this notice
unless given a different meaning in this notice.
2A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a
notice dated [] has [terminated]/[ceased to be with a Guarantor Affiliate].
3The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the
amount of our Commitment(s) as set out below.
Commitment
Amount of our Commitment to which Notifiable Debt
Purchase Transaction relates (Base Currency)
[]
[insert amount (of Commitment) to which the relevant Debt
Purchase Transaction applies]
[Lender]
By:
2 A QPP Certificate is to be executed if the Original Lender is a person eligible for the UK withholding tax exemption for qualifying
private placements.
Schedule 11
Form of QPP Certificate2
To:Wind Keeper Limited as the Borrower
From:[Name of Lender]
Dated:[●]
Facility Agreement for a Green Term Loan Facility of up to €125,000,000 dated [●] 2025 (the
Facility Agreement)
1We refer to the Facility Agreement. This is a QPP Certificate. Terms defined in the Facility
Agreement have the same meaning in this QPP Certificate unless given a different meaning in
this QPP Certificate.
2We confirm that:
(a)we are beneficially entitled to all interest payable to us as a Lender under the Loan;
(b)we are a resident of a qualifying territory; and
(c)we are beneficially entitled to the interest which is payable to us on the Loan for
genuine commercial reasons, and not as part of a tax advantage scheme.
These confirmations together form a creditor certificate.
3In this QPP Certificate the terms "resident", "qualifying territory", "scheme", "tax advantage
scheme" and "creditor certificate" have the meaning given to them in the Qualifying Private
Placement Regulations 2015 (2015 No. 2002).
[Name of Lender]
By:
[This QPP Certificate is required where a lender is a person eligible for the UK withholding tax
exemption for qualifying private placements; a separate QPP Certificate should be provided by each
such lender.]
€125m Refinancing – Wind Keeper Limited – Signature pages
SIGNATURES
THE BORROWER
WIND KEEPER LIMITED
By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen
Authorised signatory
GUARANTOR A
CADELER A/S
By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen
Authorised signatory
GUARANTOR B
CADELER INTERNATIONAL LIMITED
By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen
Authorised signatory
GUARANTOR C
CADELER HOLDINGS LIMITED
By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen
Authorised signatory
GUARANTOR D
CADELER UK LIMITED
By: Peter Brogaard Hansen/s/ Peter Brogaard Hansen
Authorised signatory
€125m Refinancing – Wind Keeper Limited – Signature pages
THE AGENT
DNB BANK ASA
By: /s/ Alexi George Remoundos
Title: Attorney-in-fact
THE SECURITY AGENT
DNB BANK ASA
By: /s/ Alexi George Remoundos
Title: Attorney-in-fact
THE BOOKRUNNER, CO-ORDINATOR and GREEN LOAN ADVISOR
DNB BANK ASA
By: /s/ Alexi George Remoundos
Title: Attorney-in-fact
€125m Refinancing – Wind Keeper Limited – Signature pages
THE ARRANGERS
DNB BANK ASA
By: /s/ Alexi George Remoundos
Title: Attorney-in-fact
KFW IPEX-BANK GMBH
By: /s/ Maria Papadopoulou
Title: Attorney-in-fact
SPAREBANK 1 SØR-NORGE ASA
By: /s/ Ioanna Kakavelaki
Title: Attorney-in-fact
€125m Refinancing – Wind Keeper Limited – Signature pages
THE ORIGINAL LENDERS
DNB BANK ASA
By: /s/ Alexi George Remoundos
Title: Attorney-in-fact
KFW IPEX-BANK GMBH
By: /s/ Maria Papadopoulou
Title: Attorney-in-fact
SPAREBANK 1 SØR-NORGE ASA
By: /s/ Ioanna Kakavelaki
Title: Attorney-in-fact
€125m Refinancing – Wind Keeper Limited – Signature pages
THE HEDGING PROVIDERS
DNB BANK ASA
By: /s/ Alexi George Remoundos
Title: Attorney-in-fact
KFW IPEX-BANK GMBH
By: /s/ Maria Papadopoulou
Title: Attorney-in-fact
SPAREBANK 1 SØR-NORGE ASA
By: /s/ Ioanna Kakavelaki
Title: Attorney-in-fact
Exhibit 4.16
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS
BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS
“[REDACTED]”.
ConfidentialExecution Version
Dated 24 November 2025
CADELER A/S
as Original Borrower
CADELER UK LIMITED
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE
BRANCH
as Facility Agent
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE
BRANCH
as Green Loan Co-ordinator
THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES LISTED HEREIN
as Lenders
THE BANKS LISTED HEREIN
as Mandated Lead Arrangers
FACILITY AGREEMENT
for a €60,000,000 Loan Facility
(with an accordion option of up to €80,000,000)
THIS AGREEMENT is dated 24 November 2025 and made between:
(1)CADELER A/S, a public limited liability company formed under the laws of Denmark (with
Danish registration number CVR 31180503) listed on the Oslo Stock Exchange, having its
registered office at Kalvebod Brygge 43, 1560 Copenhagen V, Denmark (the Original Borrower
and Cadeler A/S);
(2)CADELER UK LIMITED, a company incorporated in England and Wales (with Company
number 06106237), with its registered address at Avocet Court, 8 Central Avenue, St Andrews
Business Park, Norwich, NR7 0HR (Cadeler UK);
(3)THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE
BRANCH as green loan co-ordinator (the Green Loan Co-ordinator);
(4)THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES listed in Schedule 1 as
lenders (the Original Lenders);
(5)THE BANKS listed in Schedule 1 as mandated lead arrangers (the Mandated Lead
Arrangers); and
(6)THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE
BRANCH as facility agent of the other Finance Parties (the Facility Agent).
IT IS AGREED as follows:
Section 1 -  Interpretation
1Definitions and interpretation
1.Definitions
In this Agreement and (unless otherwise defined in the relevant Finance Document) the other
Finance Documents:
Acceptable Bank means:
(a)a bank or financial institution which has a rating for its long-term unsecured and non-
credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or
Fitch Ratings Ltd or Baa1 or higher by Moody's Investors Service Limited or a comparable
rating from another internationally recognised credit rating agency; or
(b)any other bank or financial institution approved by the Facility Agent.
Accounting Reference Date means 31 December or such other date as may be approved.
Additional Borrower means a company which becomes an Additional Borrower in accordance
with Clause 28 (Changes to the Obligors).
Additional Guarantor means a company which becomes an Additional Guarantor in
accordance with Clause 28 (Changes to the Obligors).
Additional Obligor means an Additional Borrower or an Additional Guarantor.
Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of
that person or any other Subsidiary of that Holding Company.
Agent includes any person who may be appointed as such under the Finance Documents.
Approved Valuer means Clarksons, Fearnleys, Pareto and Braemar and any other broker
nominated by the Borrower and approved in writing by the Facility Agent.
Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the
recovery and resolution of credit institutions and investment firms.
Auditors means one of PwC, Ernst & Young Godkendt Revisionspartnerselskab, Deloitte or
KPMG or another firm nominated by the Borrower and approved in writing by the Facility Agent.
Authorisation means any authorisation, permit, consent, concession, approval, resolution,
licence, exemption, filing, waiver, notarisation or registration.
Authority means any national, supranational, regional or local government or governmental,
administrative, fiscal, judicial, or government owned body, department, commission, authority,
tribunal, agency or entity, or central bank (or any person, whether or not government owned and
howsoever constituted or called, that exercises the functions of a central bank) in a Relevant
Jurisdiction.
Available Cash Flow means, in respect of any period and without double counting:
(a)the aggregate of all earnings, income and revenue received by Cadeler A/S or Cadeler
UK under or pursuant to the Charterer Agreements and any other receipts of whatever
kind and from whatever source during such period (which have not been taken into
account in a previous calculation of Available Cash Flow); and
(b)the aggregate of:
(i)any Permitted Financial Indebtedness raised by the Borrower during such period;
and
(ii)any Equity Contributions received by the Borrower during such period;
(iii)the amount of interest earned on any of the Borrower’s bank accounts during such
period;
(iv)any dividends or other payments (including payments on the Borrower’s cash pool
accounts) actually received by the Borrower from any of its Subsidiaries during
such period; and
(v)any amount standing to the credit of the Borrower's bank accounts and any
undrawn amounts under any committed revolving credit facilities of the Borrower as
of the commencement of such period;
(c)less the sum of:
(i)the Operating Expenses paid by Cadeler A/S or Cadeler UK during such period;
(ii)the bareboat payments actually paid to any of the Borrower’s Subsidiaries during
such period; and
(iii)the total amount of Tax actually paid by the Borrower in that period; and
(d) less the sum of:
(i)the Borrower’s capital expenditure during such period;
(ii)any capital injection by the Borrower into any of its Subsidiaries during such period;
and
(e)less the sum of the principal and interest paid by the Borrower (as borrower) in respect of
Permitted Financial Indebtedness secured by mortgages over the Ships of the Group
during such period,
and excludes: (i) the higher of any cash that is required to be maintained as part of a minimum
balance by the Borrower under all of its other Permitted Financial Indebtedness and (ii) the
double counting of any liability which might otherwise be included as a result of this definition. 
Available Commitment means a Lender's Commitment minus:
(a)the amount of its participation in any outstanding Loans; and
(b)in relation to any proposed Utilisation, the amount of its participation in any Loans that
are due to be made on or before the proposed Utilisation Date.
Bail-In Action means the exercise of any Write-down and Conversion Powers.
Bail-In Legislation means:
(a)in relation to an EEA Member Country which has implemented, or which at any time
implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery
and resolution of credit institutions and investment firms, the relevant implementing law or
regulation as described in the EU Bail-In Legislation Schedule from time to time;
(b)in relation to the United Kingdom, the UK Bail-In Legislation; and
(c)in relation to any state other than such an EEA Member Country and the United Kingdom,
any analogous law or regulation from time to time which requires contractual recognition
of any Write-down and Conversion Powers contained in that law or regulation.
Basel II Accord means the "International Convergence of Capital Measurement and Capital
Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in
June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding
any amendment thereto arising out of the Basel III Accord.
Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or
the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations
applicable to such Finance Party) adopted by that Finance Party (or any of its Affiliates) for the
purposes of implementing or complying with the Basel II Accord.
Basel II Regulation means:
(a)any law or regulation in force as at the date hereof implementing the Basel II Accord,
(including the relevant provisions of CRD IV and CRR) to the extent only that such law or
regulation re-enacts and/or implements the requirements of the Basel II Accord but
excluding any provision of such law or regulation implementing the Basel III Accord; and
(b)any Basel II Approach adopted by a Finance Party or any of its Affiliates.
Basel III Accord means, together:
(a)the agreements on capital requirements, a leverage ratio and liquidity standards
contained in “Basel III: A global regulatory framework for more resilient banks and banking
systems”, “Basel III: International framework for liquidity risk measurement, standards and
monitoring” and “Guidance for national authorities operating the countercyclical capital
buffer” published by the Basel Committee on Banking Supervision in December 2010,
each as amended, supplemented or restated;
(b)the rules for global systemically important banks contained in “Global systemically
important banks: assessment methodology and the additional loss absorbency
requirement - Rules text” published by the Basel Committee on Banking Supervision in
November 2011, as amended, supplemented or restated; and
(c)any further guidance or standards published by the Basel Committee on Banking
Supervision relating to “Basel III” other than, in each such case, the agreements, rules,
guidance and standards set out in “Basel III: Finalising the post-crisis reforms” published
by the Basel Committee on Banking Supervision in December 2017, as amended,
supplemented or restated.
Basel III Increased Cost means an Increased Cost which is attributable to the implementation,
application or compliance with (a) any Basel III Regulation announced after the date of this
Agreement (whether such implementation, application or compliance is by a government,
regulator, Finance Party or any of its Affiliates) and/or (b) any introduction, change, clarification
or publication relating to any Basel III Regulation (whether in effect at the date of this Agreement
or otherwise) to the extent that any Increased Cost attributable to the implementation,
application or compliance with such Basel III Regulation is not capable of being calculated with
sufficient accuracy as at or prior to the date of this Agreement, including due to a lack of clarity
or detail in such Basel III Regulation or any related information from a banking regulator
available on the date of this Agreement.
Basel III Regulation means any law or regulation implementing the Basel III Accord (including
the relevant provisions of CRD IV and CRR) save to the extent that such law or regulation re-
enacts a Basel II Regulation.
Borrower means the Original Borrower (unless it has ceased to be a Borrower in accordance
with Clause 28 (Changes to the Obligors)) or an Additional Borrower.
Break Costs means the amount (if any) by which:
(a)the interest (excluding the Margin) which a Lender should have received for the period
from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to
the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the
principal amount or Unpaid Sum received been paid on the last day of that Interest
Period;
exceeds:
(b)the amount which that Lender would be able to obtain by placing an amount equal to the
principal amount or Unpaid Sum received by it on deposit with a leading bank for a period
starting on the Business Day following receipt or recovery and ending on the last day of
the current Interest Period.
Business Day means a day (other than a Saturday or Sunday or public holiday):
(a)on which banks are open for general business in Oslo, Copenhagen, London and
Singapore; and
(b)(in relation to any date for payment or purchase of euro) any TARGET Day.
BW Group means BW Altor Pte. Ltd. and its Subsidiaries from time to time.
Cadeler Holdings Acquisition means the acquisition by UK ListCo of 100% of the share
capital of Cadeler Holdings Limited from Cadeler A/S which will follow the Share Exchange
Completion and the completion of the Squeeze Out.
Change of Control occurs if:
(a)together, the interests of Mr 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 (together, 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 of the Borrower or such number of shares in the Borrower as
carry 17.5% or more of the voting rights normally exercisable at a general meeting of the
Borrower; or
(b)any person other than BW Group or Scorpio Holdings Limited (or UK ListCo after the
Share Exchange Completion) gains control of 25% or more of the issued share capital of
the Borrower or such number of shares in the Borrower as carry 25% or more of the
voting rights normally exercisable at a general meeting of the Borrower,
provided that:
(i)there shall be no Change of Control if, together, the interests of the BW Group and
the Sohmen Family Trust in the Borrower’s voting shares are diluted below 17.5%
as a result of a merger with another party operating in the same industry; and
(ii)there shall be no Change of Control if, together, the BW Group and the Sohmen
Family Trust are otherwise diluted below 17.5% but have not divested any of their
respective voting shares held in the Borrower as of the date of this Agreement.
Charterer Agreements means any commercial contract between Cadeler A/S or Cadeler UK
(as applicable) and a party which is not a member of the Group (including any charter to a
Group Member and any sub-charter from such Group Member to a party which is not a member
of the Group) to utilise the Group’s Ships and associated services in the renewable energy
activities.
Code means the US Internal Revenue Code of 1986.
Commitment means:
(a)in relation to an Original Lender, the amount set opposite its name under the heading
"Commitment" in Schedule 1 (The original parties) (the Original Commitment) and the
amount of any other Commitment assigned to it under this Agreement or assumed by it in
accordance with Clause 2.2 (Increase); and
(b)in relation to any other Lender, the amount of any Commitment assigned to it under this
Agreement or assumed by it in accordance with Clause 2.2 (Increase),
to the extent not cancelled, reduced or assigned by it under this Agreement.
Compliance Certificate means a certificate substantially in the form set out in Schedule 5
(Form of Compliance Certificate) or otherwise approved.
Confidential Information means all information relating to the Group, the Finance Documents
or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of
becoming, a Finance Party or which is received by a Finance Party in relation to, or for the
purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:
(a)any Group Member or any of its advisers; or
(b)another Finance Party, if the information was obtained by that Finance Party directly or
indirectly from any Group Member or any of its advisers,
whether received before or after the date of this Agreement, and in whatever form, and includes
information given orally and any document, electronic file or any other way of representing or
recording information which contains or is derived or copied from such information but excludes:
(i)information that:
(A)is or becomes public information other than as a direct or indirect result of
any breach by that Finance Party of clause 39 (Confidential Information); or
(B)is identified in writing at the time of delivery as non-confidential by any Group
Member or any of its advisers; or
(C)is known by that Finance Party before the date the information is disclosed to
it in accordance with paragraphs (a) or (b) above or is lawfully obtained by
that Finance Party after that date, from a source which is, as far as that
Finance Party is aware, unconnected with the Group and which, in either
case, as far as that Finance Party is aware, has not been obtained in breach
of, and is not otherwise subject to, any obligation of confidentiality; and
(ii)any Funding Rate.
Confidentiality Undertaking means a confidentiality undertaking substantially in a
recommended form of the Loan Market Association or in any other form agreed between the
Borrower and the Facility Agent.
Constitutional Documents means, in respect of an Obligor, its memorandum and articles of
association, bye-laws or other constitutional documents including as referred to in any certificate
relating to the Borrower delivered pursuant to Schedule 2 (Conditions precedent).
Consolidated EBITDA means, in respect of any Relevant Period, the consolidated profit on
ordinary activities of the Group before taxation for the twelve (12) month period ending at the
end of such Relevant Period, but:
(a)adjusted to exclude interest receivable and interest payable and other similar income or
costs to the extent not already excluded;
(b)adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether
tangible or intangible);
(c)after adding back depreciation and amortisation charged which relates to such period;
(d)adjusted to exclude any exceptional, one-off, non-recurring or extraordinary items; and
(e)after deducting any profit arising out of the release of any provisions against a liability or
charge and adding back any provision relating to long term assets or contracts
as shown in the then most recent Financial Statements relevant to the twelve (12) month period
ending at the end of such Relevant Period.
CRD IV means the directive 2013/36/EU of the European Union on access to the activity of
credit institutions and the prudential supervision of credit institutions and investment firms.
CRR means the regulation 575/2013 of the European Union on prudential requirements for
credit institutions and investment firms.
CTA means the Corporation Tax Act 2009.
Debt Service for any period means (without double counting):
(a)(i) the amount of interest on the Loan which is payable under clause 9 (Interest); (ii) each
principal amount which is scheduled to be repaid under clause 6 (Repayment), and (iii)
fees, costs and expenses which are payable under clauses 12 (Fees) and 17 (Costs and
expenses), in each case during that period; and
(b)(i) the amount of interest payable by the Borrower (as borrower) in respect of any other
Permitted Financial Indebtedness (other than any Permitted Financial Indebtedness
secured by mortgages over the Ships of the Group) and (ii) each principal amount which
is scheduled to be repaid by the Borrower (as borrower) in respect of any other Permitted
Financial Indebtedness (other than any Permitted Financial Indebtedness secured by
mortgages over the Ships of the Group), in each case during that period.
Debt Service Coverage Ratio for any date means the ratio of (a) Available Cash Flow to (b)
Debt Service due for the relevant period preceding (historical).
Deed of Accession means a deed substantially in the form set out in Schedule 11  (Form of
Deed of Accession) under which an Additional Borrower or an Additional Guarantor becomes
party to this Agreement.
Default means an Event of Default or any event or circumstance specified in clause 26 (Events
of Default) which would (with the expiry of a grace period, the lapse of time, the giving of notice,
the making of any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.
Default Notice means a notice from the Facility Agent to the Borrower confirming an Event of
Default has occurred.
Deloitte Report means the Project Albion Draft Extract Strawman Report dated 12 May 2025.
Disruption Event means either or both of:
(a)a material disruption to those payment or communications systems or to those financial
markets which are, in each case, required to operate in order for payments to be made in
connection with the Facility (or otherwise in order for the transactions contemplated by the
Finance Documents to be carried out) which disruption is not caused by, and is beyond
the control of, any of the Parties; or
(b)the occurrence of any other event which results in a disruption (of a technical or systems-
related nature) to the treasury or payments operations of a Party preventing that, or any
other Party:
(i)from performing its payment obligations under the Finance Documents; or
(ii)from communicating with other Parties in accordance with the terms of the Finance
Documents,
and which (in either such case) is not caused by, and is beyond the reasonable control of,
the Party whose operations are disrupted.
EEA Member Country means any member state of the European Union, Iceland, Liechtenstein
and Norway.
Eligible Institution means any Lender or other bank, financial institution, trust, fund or other
entity selected by the Borrower and which, in each case, is not a Group Member.
Environmental and Social Standards means those international environmental and social
standards applicable to the Group, including:
(a)the World Bank/IFC Environmental, Health and Safety Guidelines (April 2007), including
the General EHS guidelines (April 2007) and applicable Industry Sector Guidelines, being
the Guidelines for Offshore Oil and Gas Development (June 2015), and the Guidelines for
Shipping (April 2007);
(b)the IFC Performance Standards (January 2012); and
(c)IMO / MARPOL / SOLAS and ILO regulations pertaining to environmental protection,
health and safety and security,
provided that in the event of any ambiguity or conflict between any of these standards or
between any of these standards and any Environmental Law, the most stringent applicable
requirement shall apply to the extent this is lawful.
Environmental Claims means:
(a)enforcement, clean-up, removal or other governmental or regulatory orders or claims
instituted or made pursuant to any Environmental Law or Environmental Licence or
resulting from a Spill; or
(b)any claim made by any other person relating to a Spill.
Environmental Incident means any Spill in circumstances where the Group Member may be
liable for Environmental Claims arising from the Spill (other than Environmental Claims arising
and fully satisfied before the date of this Agreement).
Environmental Laws means all applicable laws, regulations, conventions, rules or treaties of
any governmental authority or agency or any other regulatory or other governmental body in any
relevant jurisdiction concerning pollution or protection of human health or the conditions of the
workplace or the environment, and includes the Environmental and Social Standards.
Environmental Licence means any Authorisation required at any time by any Environmental
Law for the operation of the Group’s business.
Equity Contributions means amounts contributed by way of equity subscriptions or any other
form that may be approved.
External Reviewer means Cicero or any replacement external reviewer being a member firm of
Deloitte, Ernst & Young Global Limited, KPMG International Limited, PricewaterhouseCoopers
International Limited or DNV or any other person approved by the Majority Lenders as may be
appointed from time to time by the Borrower or UK ListCo (on and from the Share Exchange
Completion), provided that any such replacement is:
(a)an independent professional services firm, environmental consultancy firm or ratings
agency which is regularly engaged in the application and monitoring of ESG standards
and ESG calculation methodologies; and
(b)not an Affiliate of an Obligor.
EU Bail-In Legislation Schedule means the document described as such and published by the
Loan Market Association (or any successor person) from time to time.
EURIBOR means, in relation to any Loan:
(a)the applicable Screen Rate as of the Specified Time for euro and for a period equal in
length to the Interest Period of that Loan; or
(b)as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),
and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.
Event of Default means any event or circumstance specified as such in clause 26 (Events of
Default), provided that no Event of Default shall occur prior to the delivery of a Default Notice to
the Borrower by the Facility Agent.
Facility means the term loan facility made available under this Agreement as described in
clause 2 (The Facility).
Facility Office means:
(a)in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in
writing on or before the date it becomes a Lender (or, following that date, by not less than
five (5) Business Days' written notice) as the office or offices through which it will perform
its obligations under this Agreement; or
(b)in respect of any other Finance Party, the office in the jurisdiction in which it is resident for
Tax purposes.
Facility Period means the period from and including the date of this Agreement to and including
the date on which the Total Commitments have reduced to zero and all indebtedness of the
Borrower under the Finance Documents has been fully paid and discharged.
Fair Market Value means the valuation of a Ship, as determined pursuant to the most recent
Valuation Report obtained by the Borrower, dated within thirty (30) days of the end of each
Financial Year.
FATCA means:
(a)sections 1471 to 1474 of the Code or any associated regulations;
(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the US and any other jurisdiction, which (in either case) facilitates the
implementation of any law or regulation referred to in paragraph (a) above; or
(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to
in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government
or any governmental or taxation authority in any other jurisdiction.
FATCA Deduction means a deduction or withholding from a payment under a Finance
Document required by FATCA.
FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA
Deduction.
Fee Letter means any letter or letters between a Finance Party (or Finance Parties) and any
Obligor setting out any of the fees referred to in clause 12 (Fees) and includes any agreement
setting out any fees payable to a Finance Party under any other Finance Document.
Final Repayment Date means, subject to clause 32.8 (Business Days), the date falling five (5)
years after the date of this Agreement.
Finance Documents means this Agreement, any Fee Letter, any Utilisation Request, any
Increase Confirmation and any other document designated as such in writing by the Facility
Agent and the Borrower.
Finance Lease means any lease or hire purchase contract, a liability under which would, in
accordance with GAAP, be treated as a balance sheet liability (other than a lease or hire
purchase contract which would have been treated as an operating lease).
Finance Party means the Facility Agent, the Green Loan Co-ordinator, the Mandated Lead
Arrangers or a Lender.
Financial Half Year means the semi-annual accounting period of the Cadeler A/S (for any
Financial Year prior to the Financial Year in which the Share Exchange Completion occurs) and
UK ListCo (for the Financial Year in which the Share Exchange Completion occurs and for any
subsequent Financial Year) ending on or about the date falling six (6) Months after the
Accounting Reference Date in each year.
Financial Indebtedness means any indebtedness for or in respect of:
(a)moneys borrowed and debit balances at banks or other financial institutions;
(b)any acceptance under any acceptance credit or bill discounting facility (or dematerialised
equivalent);
(c)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any
similar instrument;
(d)the amount of any liability in respect of any lease or hire purchase contract which would,
in accordance with GAAP, be treated as a finance or capital lease (excluding any charter
contracts in respect of ships chartered by a member of the Group for less than twenty-five
(25) months);
(e)receivables sold or discounted (other than any receivables to the extent they are sold on
a non-recourse basis and meet any requirement for de-recognition under GAAP);
(f)any Treasury Transaction (and, when calculating the value of that Treasury Transaction,
only the marked to market value (or, if any actual amount is due as a result of the
termination or close-out of that Treasury Transaction, that amount) shall be taken into
account);
(g)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution (excluding any performance guarantees, advance payment bonds or
documentary letters of credit issued in respect of the obligations of any member of the
Group);
(h)any amount raised by the issue of shares which are redeemable (other than at the option
of the issuer) before the latest Final Repayment Date or are otherwise classified as
borrowings under GAAP;
(i)any amount of any liability under an advance or deferred purchase agreement if (i) one of
the primary reasons behind entering into the agreement is to raise finance or to finance
the acquisition or construction of the asset or service in question or (ii) the agreement is in
respect of the supply of assets or services and payment is due more than 180 days after
the date of supply; and
(j)any amount raised under any other transaction (including any forward sale or purchase,
sale and sale back or sale and leaseback agreement) of a type not referred to in any
other paragraph of this definition having the commercial effect of a borrowing or otherwise
classified as borrowings under GAAP; and
(k)the amount of any liability in respect of any guarantee or indemnity for any of the items
referred to in paragraphs (a) to (j) above.
Financial Year means the annual accounting period of the Group ending on or about the
Accounting Reference Date in each year.
First Repayment Date means, subject to clause 32.8 (Business Days), 27 March 2027.
Funding Rate means any individual rate notified by a Lender to the Facility Agent pursuant to
clause 11.3(a)(ii) (Cost of funds).
GAAP means:
(a)in relation to Cadeler A/S, generally accepted accounting principles and standards in
Denmark (including IFRS); and
(b)in relation to UK Listco, generally accepted accounting principles and standards in
England and Wales (including IFRS).
Green Financing Framework means the green finance framework dated December 2023 and
prepared by Cadeler A/S on sustainability reporting (as updated from time to time and subject to
providing a refreshed Second Party Opinion pursuant to material updates).
Green Loan Compliance Certificate means a certificate substantially in the form set out in
Schedule 7 (Form of Green Loan Compliance Certificate) or otherwise approved.
Green Loan Criteria means:
(a)at least 95% of consolidated annual turnover of the Borrower is derived from offshore
renewable energy activities;
(b)no turnover of the Borrower is derived from the commissioning of new or existing oil and
gas installations; and
(c)at least 95% of capital expenditures of the Borrower are aligned with the green project
categories in the Green Financing Framework.
Green Loan Principles means the Green Loan Principles published by the Loan Market
Association and Asia-Pacific Loan Market Association (APLMA) and the Loan Syndications and
Trading Association (LSTA) in March 2025.
Group means:
(a)on and from the date of this Agreement and up until the Share Exchange Completion,
Cadeler A/S; and
(b)on and from the date of the Share Exchange Completion and until the end of the Facility
Period, UK ListCo,
and, in each case, its respective Subsidiaries for the time being and, for the purposes of Clause
19.1 (Financial statements) and Clause 21 (Financial covenants), any other entity required to be
treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any
applicable law.
Group Member means any entity which is part of the Group.
Group Net Debt means, at any time, the aggregate amount of all outstanding obligations of the
Group for or in respect of Financial Indebtedness (excluding any Treasury Transaction (and,
when calculating the value of a Treasury Transaction, only the marked to market value (or, if any
actual amount is due as a result of the termination or close-out of that Treasury Transaction, that
amount) shall be taken into account)) at that time but:
(a)including, in the case of Finance Leases only, their capitalised value; and
(b)deducting the aggregate amount of Cash and Cash Equivalent Investments (as such term
is defined in clause 22.1 (Financial definitions)) held by the Group at that time.
Guarantors means:
(a)Cadeler UK;
(b)following the resignation of the Original Borrower, Cadeler A/S; and
(c)following its accession to this  Agreement as an Additional Guarantor pursuant to clause
35.5 (Additional Guarantors), UK ListCo,
and Guarantor means any of them.
Holding Company means, in relation to a person, any other person in respect of which it is a
Subsidiary.
HSBC Group means HSBC Holdings PLC, its Subsidiaries, related bodies corporate,
associated entities and undertakings and any of their branches and member or office of the
HSBC Group shall be construed accordingly.
IFRS means International Accounting Standards, International Financial Reporting Standards
and related interpretations, as amended, supplemented, issued or adopted from time to time by
the International Accounting Standards Board to the extent applicable to the relevant financial
statements.
Illicit Origin means any origin which is illicit or fraudulent, including without limitation, drug
trafficking, corruption, organised criminal activities, terrorism, money laundering or fraud.
Impaired Agent means the Facility Agent at any time when:
(a)it has failed to make (or has notified a Party that it will not make) a payment required to be
made by it under the Finance Documents by the due date for payment;
(b)the Facility Agent otherwise rescinds or repudiates a Finance Document; or
(c)an Insolvency Event has occurred and is continuing with respect to the Facility Agent;
unless, in the case of paragraph (a) above:
(i)its failure to pay is caused by:
(A)administrative or technical error; or
(B)a Disruption Event; and
payment is made within three (3) Business Days of its due date; or
(ii)the Facility Agent is disputing in good faith whether it is contractually obliged to
make the payment in question.
Increased Costs has the meaning given to that term in paragraph (b) of clause 14.1 (Increased
costs).
Increase Confirmation means a confirmation substantially in the form set out Schedule 9 
(Form of Increase Confirmation).
Increase Effective Date means the date which the Borrower confirms to the Facility Agent as
being the Increase Effective Date in the Increase Confirmation.
Increase Lender has the meaning given to that term in clause 2.2 (Increase).
Indemnified Person means each Finance Party.
Insolvency Event in relation to an entity means that the entity:
(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due and in the case of a Finance Party, such
Finance Party is under a public insolvency, bankruptcy or governmental proceeding or
process that is not dismissed, discharged, stayed or restrained, in each case within 30
days of the institution or presentation thereof;
(c)makes a general arrangement or composition with or for the benefit of its creditors;
(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with
primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
incorporation or organisation or the jurisdiction of its head or home office, a public
proceeding seeking a judgment of insolvency or bankruptcy or any other equivalent relief
under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a
petition is presented for its winding-up or liquidation by it or such regulator, supervisor or
similar official;
(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or
any other equivalent relief under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in
the case of any such proceeding or petition is public and instituted or presented against it,
such proceeding or petition is instituted or presented by a person or entity not described
in paragraph (d) above and:
(i)results in a judgment of insolvency or bankruptcy or the entry of an order for
equivalent relief or the making of an order for its winding up or liquidation; or
(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of
the institution or presentation thereof;
(f)has a resolution passed for its winding-up, official management or liquidation (other than
pursuant to a consolidation, amalgamation or merger);
(g)seeks or becomes subject to the public appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or
substantially all its assets (other than, for so long as it is required by law or regulation not
to be publicly disclosed, any such appointment which is to be made, or is made, by a
person or entity described in paragraph (d) above);
(h)has a secured party take possession of all or substantially all its assets or has a distress,
execution, attachment, sequestration or other enforcement action or legal process levied,
enforced, taken or sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter;
(i)causes or is subject to any event with respect to it which, under the applicable laws of any
jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h)
above; or
(j)takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts.
Intercreditor Deed has the meaning given to such term in paragraph (g) of the definition of
Permitted Financial Indebtedness. 
Interest Payment means the aggregate amount of interest that is, or is scheduled to become,
payable under any Finance Document.
Interest Period means, in relation to the Loan (or any part of the Loan), each period determined
in accordance with clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period
determined in accordance with clause 9.3 (Default interest).
Interpolated Screen Rate means, in relation to the Loan or any Unpaid Sum, the rate which
results from interpolating on a linear basis between:
(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available)
which is less than the relevant Interest Period; and
(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is
available) which exceeds the relevant Interest Period,
(c)each as of 11:00am on the relevant Quotation Day.
ITA means the Income Tax Act 2007.
Last Availability Date means:
(a)in relation to the Original Commitment, the earlier to occur of (i) the date on which the
Facility is drawn down or the date on which the Total Commitments are cancelled, in full
and (ii) the date falling six (6) Months after the date of this Agreement; or
(b)in relation to the other Commitment as at the Increase Effective Date, the earlier to occur
of (i) the date on which Facility is drawn down or the date on which the Total
Commitments are cancelled, in full and (ii) the date falling six (6) Months after the date of
the Increase Effective Date.
or such later date as may be agreed between the Borrower and the Facility Agent (acting on the
instructions of all the Lenders).
Legal Opinion means any legal opinion delivered to the Facility Agent under clause 4
(Conditions of Utilisation).
Legal Reservations means:
(a)the principle that equitable remedies may be granted or refused at the discretion of a
court and the limitation of enforcement by laws relating to insolvency, reorganisation and
other laws generally affecting the rights of creditors;
(b)the time barring of claims under the Limitation Act 1980 and the Foreign Limitation
Periods Act 1984, the possibility that an undertaking to assume liability for, or indemnify a
person against, non-payment of UK stamp duty may be void and defences of set-off or
counterclaim;
(c)similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
(d)any other matters which are set out as reservations or qualifications as to matters of law
of general application in any Legal Opinion.
Lender means:
(a)any Original Lender; and
(b)any bank, financial institution, trust, fund or other entity which has become a Party as a
“Lender” in accordance with clause 27 (Changes to the Lenders),
which in each case has not ceased to be a Lender as such in accordance with the terms of this
Agreement.
Loan means the loan made or to be made under the Facility or the principal amount outstanding
for the time being of that loan.
Losses means any costs, expenses, payments, charges, losses, demands, liabilities, claims,
actions, proceedings, penalties, fines, damages, judgments, orders, other sanctions and
outgoings of whatsoever nature (including, without limitation, Taxes, stamp duties and other
duties or charges, registration fees, repair costs, insurance premiums, fees of insurance
advisers and technical consultants, printing costs, as well as reasonable out-of-pocket expenses
and fees and disbursements of legal counsel, together with any value added or similar tax
payable in respect thereof).
Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66
2/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero,
aggregated more than 66 2/3 per cent of the Total Commitments immediately prior to that
reduction).
Mandatory Prepayment Event means any event or circumstance which (following the expiry of
a grace period, the giving of notice, the making of any determination under the Finance
Documents or any combination of them) obliges the Borrower to prepay the Loan (other than a
partial prepayment only) pursuant to the terms of this Agreement.
Margin means:
(a)from the date of this Agreement up to and including the date falling four (4) years after the
date of this Agreement, four per cent (4%); and
(b)thereafter, four point two five per cent (4.25%),
subject in each case to clause 24.1(c) (Consequences of breach of green loan provisions).
Material Adverse Effect means a material adverse effect on:
(a)the operations, property, condition (financial or otherwise), prospects of the Group taken
as a whole; or
(b)the ability of an Obligor to perform its obligations under any of the Finance Documents; or
(c)the legality, validity or enforceability of, or the effectiveness or ranking of any Security
Interest granted or purporting to be granted pursuant to any of, the Finance Documents or
any of the rights or remedies of any Finance Party under any of the Finance Documents.
Material Subsidiary means a Subsidiary of the Borrower that has gross assets which represent
at least 5% of the gross assets of the Group calculated on a consolidated basis.
Month means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:
(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in the calendar month in which that
period is to end (if there is one) or on the immediately preceding Business Day (if there is
not);
(b)if there is no numerically corresponding day in the calendar month in which that period is
to end, that period shall end on the last Business Day in that calendar month; and
(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest
Period shall end on the last Business Day in the calendar month in which that Interest
Period is to end.
The above rules will only apply to the last Month of any period.
New Lender has the meaning given to that term in clause 27 (Changes to the Lenders).
Obligors means the Original Borrower, any Additional Borrower and the Guarantors and
Obligor means any one of them.
Operating Expenses means the management, operating and administrative expenses and
other overheads payable by the Borrower in connection with the management, operation and
administration of the business of the Borrower including, without limitation, management fees,
insurance premiums, agency fees and bank guarantee fees payable. 
Original Borrower means Cadeler A/S, in its capacity as original borrower.
Original Financial Statements means the audited financial statements of the Original Borrower
for its Financial Year ended 31 December 2024.
Original Jurisdiction means, in relation to an Obligor, the jurisdiction under whose laws it is
incorporated as at the date of this Agreement.
Original Lenders means the entities described as such in Schedule 1 (The original parties).
Original Obligors means the Original Borrower and Cadeler UK and Original Obligor means
any of them.
Participating Member State means any member state of the European Union that has the euro
as its lawful currency in accordance with legislation of the European Union relating to Economic
and Monetary Union.
Party means a party to this Agreement.
Permitted Financial Indebtedness means any:
(a)Financial Indebtedness incurred under, or contemplated by, the Finance Documents;
(b)Financial Indebtedness (including any guarantees to be delivered by the Borrower in
respect of such Financial Indebtedness) that is incurred or anticipated to be incurred
pursuant to the financing overview dated 24 November 2025 and approved by the
Lenders on or prior to the date of this Agreement, and any Financial Indebtedness for the
upcoming acquisition of Wind Apex;
(c)subject to clause 23.5(d)(iv) (Loans and Guarantees and Financial Indebtedness),
Financial Indebtedness by the Borrower owed to another Group Member or by a Group
Member to the Borrower (as applicable) on an unsecured basis, including any cash
pooling arrangements on a Group wide basis for cash management purposes of the
Group;
(d)Financial Indebtedness arising under any Treasury Transactions entered into for the
hedging of actual or projected real exposure arising in the ordinary course of trade of a
member of the Group and not for speculative purposes;
(e)other than in the case of paragraph (b) above, any Financial Indebtedness (including, for
greater certainty, any guarantees in respect of Financial Indebtedness of the other
members of the Group) that is incurred by the Borrower at any time, provided that the
total consolidated Financial Indebtedness of the Group (excluding any Treasury
Transactions and less any amounts standing to the credit of any debt service retention
accounts reserved for payments of instalments and interest on any Financial
Indebtedness) does not at any time exceed 65% of the aggregate of (A) the construction
price of each of the newbuilding Ships ordered by any Group Member, but not yet
delivered by the relevant yard; and (B) the Fair Market Value of the Ships as latest
determined under this Agreement, and provided further that the incurrence of any such
Financial Indebtedness shall (x) be subject to, and in accordance with, clause 24.5
(Loans and Guarantees and Financial Indebtedness); (y) the amount of such Financial
Indebtedness at any time shall not exceed the total commitment (howsoever described) of
such Financial Indebtedness at the time such Financial Indebtedness was first incurred;
and (z) the amount of any Financial Indebtedness in respect of which a guarantee has
been delivered by the Borrower does not exceed the total commitment (howsoever
described) of such Financial Indebtedness at the time such Financial Indebtedness was
first incurred; and
(f)any other Financial Indebtedness to be incurred, which is:
(i)approved in advance by all the Lenders; and
(ii)subordinate to the rights of the Finance Parties under the Finance Documents
pursuant to an intercreditor deed (in form and substance satisfactory to all the
Lenders) to be entered into between, among others, the financiers in relation to
such Financial Indebtedness and the Facility Agent (the Intercreditor Deed).
Permitted Reorganisation means, the reorganisation of Cadeler A/S and its Subsidiaries as
described in more detail in the Deloitte Report, upon the completion of which each of the
following shall have occurred:
(a)the Squeeze Out;
(b)the Cadeler Holdings Acquisition;
(c)the Transfer of Cadeler A/S;
(d)Cadeler Holdings Limited shall become a direct wholly-owned Subsidiary of UK ListCo;
and
(e)Cadeler A/S shall become a direct wholly-owned Subsidiary of Cadeler Holdings Limited.
Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous
substance and any other substance whose release into the environment is regulated or
penalised by Environmental Laws.
Prohibited Payment means any offer, gift, payment, promise to pay, commission, fee, loan or
other consideration which would constitute bribery or be contrary to any anti-corruption laws
under any law of any Relevant Jurisdiction.
Prohibited Person means:
(a) a person that is:
(i)listed on, or owned by, or controlled by, one or more persons listed on, or acting on
behalf of a person listed on, any Sanctions List;
(ii)a national of, ordinarily resident in, located in or incorporated under the laws of, or
owned (directly or indirectly) controlled by, or acting on behalf of, a person located
in or organised under the laws of a country or territory that is the target of country-
wide or territory-wide Sanctions, including, without limitation, currently, the Crimea
region, the so-called Donetsk People’s Republic and Luhansk People’s Republic,
Cuba, Iran, North Korea and Syria (each a Sanctioned Country); or
(iii)otherwise a target of Sanctions ("target of Sanctions" signifying a person with
whom a US person or other national of a Sanctions Authority would be prohibited or
restricted by law from engaging in trade, business or other activities); or
(b) a government of any country that is subject to Sanctions or an agency or instrumentality
of, or an entity directly or indirectly owned or controlled (as such terms are interpreted in
accordance with applicable Sanctions laws) by, such a government.
Quasi-Security has the meaning given to that term in clause 24.4(a).
Quotation Day means, in relation to any period for which an interest rate is to be determined,
two TARGET Days before the first day of that period unless market practice differs in the
Relevant Market, in which case the Quotation Day will be determined by the Facility Agent in
accordance with market practice in the Relevant Market (and if quotations would normally be
given on more than one day, the Quotation Day will be the last of those days).
Relevant Jurisdiction means, in relation to an Obligor:
(a)its Original Jurisdiction; and
(b)any jurisdiction where it conducts its business.
Relevant Market means the European interbank market.
Relevant Period has the meaning given to that term in clause 22.1 (Financial definitions).
Repayment Date means the First Repayment Date, each of the dates specified in clause 6
(Repayment) and the Final Repayment Date.
Repeating Representations means each of the representations set out in clauses 19.1
(Status) to 19.6 (Governing law and enforcement), 19.7 (No misleading information), 19.8
(Original Financial Statements), 19.9 (Pari passu ranking), 19.10 (No insolvency), 19.14 (No
Default), 19.15 (No proceedings), 19.16 (No breach of laws), 19.17 (Environmental matters),
19.18 (Anti-corruption law and anti-money laundering laws), 19.19 (Financial Indebtedness),
19.21 (Accounting reference date) to 19.23 (Sanctions) and 19.25 (Green Loan Criteria)
Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee
or custodian appointed in accordance with the terms of the Finance Documents.
Resignation Letter means a letter substantially in the form set out in Schedule 10  (Form of
Resignation Letter).
Resolution Authority means any body which has authority to exercise any Write-down and
Conversion Powers.
Sanctions means the economic, trade or financial sanctions laws, rules, regulations,
embargoes or restrictive measures administered, enacted or enforced by any Sanctions
Authority.
Sanctions Advisory means the Sanctions Advisory for the Maritime Industry, Energy and
Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the
Treasury, Department of State and Coast Guard, as may be amended or supplemented, and
any similar future advisory.
Sanctions Authority means any of:
(a)the United States government;
(b)the United Nations;
(c)the United Kingdom;
(d)the Singapore government; 
(e)the Hong Kong Special Administrative Region; or
(f)the European Union (including the council of the European Union or the government of
any of its member states),
and includes any government entity of any of the above, including, without limitation, the Office
of Foreign Assets Control of the US Department of Treasury (OFAC), the United States
Department of State, the United Nations Security Council, His Majesty's Treasury (HMT), the
Hong Kong Monetary Authority and the Monetary Authority of Singapore.
Sanctions List means:
(a)the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC;
(b)the Consolidated List of Financial Sanctions Targets and the Investment Ban List
maintained by HMT; or
(c)any similar list maintained by, or public announcement of Sanctions designation made by,
any of the Sanctions Authorities.
Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or
other security interest of any kind securing any obligation of any person or any other agreement
or arrangement having a similar effect.
Second Party Opinion means the green finance second party opinion dated 1 December 2023
and issued by the External Reviewer as the same may be updated or amended form time to
time to confirm, inter alia, the alignment of the Green Financing Framework with the Green Loan
Principles.
Screen Rate means the euro interbank offered rate administered by the European Money
Markets Institute (or any other person which takes over the administration of that rate) for the
relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any
replacement Thomson Reuters page which displays that rate), or on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson
Reuters. If such page or service ceases to be available, the Facility Agent may specify another
page or service displaying the relevant rate with the consent of the Borrower.
Share Exchange Completion means the acceptance by at least ninety per cent (90%) of the
shareholders in Cadeler A/S of the offer by UK ListCo to acquire the shares in Cadeler A/S in
exchange for the issue of the same number of new shares in UK ListCo (the Share Exchange
Offer) and the transfer of at least ninety per cent (90%) of the shares in Cadeler A/S in favour of
UK ListCo.
Ships means the ships wholly and directly owned by each of the Group Members and Ship
means any one of them.
Specified Time means a day or time determined in accordance with Schedule 6 (Timetables).
Spill means any actual spill, release or discharge of a Pollutant into the environment.
Squeeze Out means the squeeze out procedure whereby the non-consenting shareholders to
the Share Exchange Offer (limited to 10% of shareholders) will receive cash consideration for
their shares.
Subsidiary of a person means any other person:
(a)directly or indirectly controlled by such person; or
(b)of whose dividends or distributions on ordinary voting share capital such person is
beneficially entitled to receive more than fifty per cent (50%),
and a person is a "wholly-owned Subsidiary" of another person if it has no members except
that other person and that other person's wholly-owned Subsidiaries or persons acting on behalf
of that other person or its wholly-owned Subsidiaries.
Sustainability Report means (before the Share Exchange Completion) Cadeler A/S’ and (on
and from the Share Exchange Completion) UK ListCo’s statutory reporting on corporate
responsibility  reviewed and verified by the External Reviewer setting out the Borrower’s green
loan-related information for the relevant financial year in sufficient detail for the Lenders to
assess whether the Green Loan Criteria have been complied with by the Borrower during that
financial year.
T2 means the real time gross settlement system operated by the Eurosystem, or any successor
system.
TARGET Day means any day on which T2 is open for the settlement of payments in euro.
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay in
paying any of the same) and "Taxation" shall be construed accordingly.
Total Commitments means the aggregate of the Commitments, being sixty million euros
(€60,000,000) at the date of this Agreement (as may be increased or reduced in accordance
with this Agreement).
Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of
Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.
Transfer Date means, in relation to an assignment pursuant to a Transfer Certificate, the later
of:
(a)the proposed Transfer Date specified in the Transfer Certificate; and
(b)the date on which the Facility Agent executes the Transfer Certificate.
Transfer of Cadeler A/S means the contribution by UK ListCo of the shares in Cadeler A/S to
Cadeler Holdings Limited against the issuance of new shares in Cadeler Holdings Limited to UK
ListCo which will follow the Share Exchange Completion and the completion of the Squeeze Out
and the Cadeler Holdings Acquisition.
Treasury Transaction means any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price.
UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other
law or regulation applicable in the United Kingdom relating to the resolutions of unsound or
failing banks, investment firms or other financial institutions or their affiliates (otherwise than
through liquidation, administration or other insolvency proceedings).
UK ListCo means an English public limited company established or to be established as part of
the Permitted Reorganisation.
Unpaid Sum means any sum due and payable but unpaid by the Borrower under the Finance
Documents.
US means the United States of America.
US Tax Obligor means an Obligor if it is resident for tax purposes in the US.
Utilisation means the making of the Loan.
Utilisation Date means the date on which the Utilisation is made.
Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation
Request).
Valuation Report means a valuation report issued by an Approved Valuer at the cost of the
Borrower, addressed to the Facility Agent in its capacity as such (or to the Borrower provided
that such valuation is accompanied by full reliance and disclosure language in favour of the
Finance Parties) stating the valuation in Euros (or its equivalent in any other currency),
prepared: (i) without physical inspection of the relevant Ship(s); (ii) on the basis of a sale for
prompt delivery for a price payable in full in cash on delivery at arm’s length on normal
commercial terms between a willing buyer and a willing seller; and (iii) without taking into
account the benefit (but taking into account the burden) of any charter commitment.
VAT means:
(a)any value added tax imposed by the Value Added Tax Act 1994;
(b)any tax imposed in compliance with the Council Directive of 28 November 2006 on the
common system of value added tax (EC Directive 2006/112); and
(c)any other tax of a similar nature, whether imposed in the United Kingdom or in a member
state of the European Union in substitution for, or levied in addition to, such tax referred to
in paragraphs (a) or (b) above, or imposed elsewhere.
Write-down and Conversion Powers means:
(a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from
time to time, the powers described as such in relation to that Bail-In Legislation in the EU
Bail-In Legislation Schedule;
(b)In relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued
by a person that is a bank or investment firm or other financial institution or affiliate
of a bank, investment firm or other financial institution, to cancel, reduce, modify or
change the form of a liability of such person or any contract or instrument under
which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)any similar or analogous powers under that Bail-In Legislation; and
(c)in relation to any UK Bail-In Legislation, any powers under that UK Bail-In Legislation to
cancel, transfer or dilute shares issued by a person that is a bank or investment firm or
other financial institution or affiliate of a bank, investment firm or other financial institution
to cancel, reduce, modify or change the form of a liability of such a person or any contract
or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any
such contract or instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability or any of the powers under that UK Bail-
In Legislation that are related to or ancillary to any of those powers.
WTIVs means the two (2) wind turbine installation vessels “Wind Ace” and “Wind Apex” (with
hull nos.N1131 and N1149 respectively) currently under construction at COSCO Shipping
(Qidong) Offshore Co., Ltd. and to be owned by a member of the Group and “Wind Maker” (with
hull no. H3306), a wind turbine installation vessel currently under construction at Hanwa Ocean
Yard, Korea and to be owned by a member of the Group.
2.Construction
(a)Unless a contrary indication appears, a reference in any of the Finance Documents to:
(i)Sections, clauses and Schedules are to be construed as references to the
Sections and clauses of, and the Schedules to, the relevant Finance Document and
references to a Finance Document include its Schedules;
(ii)a Finance Document or any other agreement or instrument is a reference to that
Finance Document or other agreement or instrument as it may from time to time be
amended, restated, novated or replaced, however fundamentally;
(iii)words importing the plural shall include the singular and vice versa;
(iv)a time of day is to Singapore time;
(v)any person includes its successors in title, permitted assignees or transferees;
(vi)a document in agreed form means:
(A)where a Finance Document has already been executed by all of the relevant
parties, such Finance Document in its executed form;
(B)prior to the execution of a Finance Document, the form of such Finance
Document separately agreed in writing between the Facility Agent and the
Borrower as the form in which that Finance Document is to be executed;
(vii)approved by the Majority Lenders or any consent, opinion or approval of the
Facility Agent means approved in writing by the Facility Agent acting on the
instructions of the Majority Lenders and approved by all the Lenders or any
consent, opinion or approval of the Facility Agent (acting on the instructions of
the Lenders) means approved in writing by the Facility Agent acting on the
instructions of all the Lenders (in either case on such conditions as they may
respectively impose) and otherwise approved means approved in writing by the
Facility Agent acting on the instructions of the Majority Lenders (unless expressly
stated otherwise) and approval and approve shall be construed accordingly;
(viii)assets includes present and future properties, revenues and rights of every
description;
(ix)control of an entity means:
(A)the power (whether by way of ownership of shares, proxy, contract, agency
or otherwise) to:
(1)cast, or control the casting of, more than fifty per cent (50%) of the
maximum number of votes in any vote of that entity; or
(2)appoint or remove all, or the majority, of the directors or other
equivalent officers of that entity; or
(3)give directions with respect to the operating and financial policies of
that entity with which the directors or other equivalent officers of that
entity are obliged to comply; and/or
(B)the holding beneficially of more than fifty per cent (50%) of the issued share
capital of that entity (excluding any part of that issued share capital that
carries no right to participate beyond a specified amount in a distribution of
either profits or capital) (and, for this purpose, any Security Interest over
share capital shall be disregarded in determining the beneficial ownership of
such share capital);
and controlled shall be construed accordingly;
(x)a Lender's "cost of funds" in relation to its participation in the Loan (or any
relevant part of it) is a reference to the average cost (determined either on an
actual or a notional basis) which that Lender would incur if it were to fund, from
whatever source(s) it may reasonably select, an amount equal to the amount of
that participation in the Loan (or any relevant part of it) for a period equal in length
to the Interest Period for the Loan (or the relevant part of it) and the Facility Agent's
"cost of funds" is a reference to the average cost (determined either on an actual
or notional basis) which the Facility Agent would incur if it were to fund, from
whatever source(s) it may reasonably select, an amount equal to the amount
referred to in paragraph (b) of clause 32.4 (Clawback and prefunding);
(xi)the equivalent of an amount specified in a particular currency (the specified
currency amount) shall be construed as a reference to the amount of the other
relevant currency which can be purchased with the specified currency amount in
the London foreign exchange market at or about 11 a.m. on the date the calculation
falls to be made for spot delivery, as conclusively determined by the Facility Agent
(with the relevant exchange rate of any such purchase being the Facility Agent's
spot rate of exchange);
(xii)a government entity means any government, state or agency of a state;
(xiii)a group of Lenders or a group of Finance Parties includes all the Lenders or (as
the case may be) all the Finance Parties;
(xiv)indebtedness includes any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or
contingent;
(xv)an obligation means any duty, obligation or liability of any kind;
(xvi)in the opinion of the Facility Agent or in substance satisfactory to the Facility
Agent or similar or equivalent expressions means in the opinion of the Facility
Agent acting on the instructions of the Majority Lenders or, where expressly
specified, all of the Lenders (on such conditions as they may respectively impose);
(xvii)something being in the ordinary course of business of a person means
something that is in the ordinary course of that person's current day-to-day
operational business (and not merely anything which that person is entitled to do
under its Constitutional Documents);
(xviii)pay or repay includes by way of set-off, combination of accounts or otherwise;
(xix)a person includes any individual, firm, company, corporation, government entity or
any association, trust, joint venture, consortium, partnership or other entity
(whether or not having separate legal personality);
(xx)a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or
supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation and, in relation to any Lender, includes (without limitation)
any Basel II Regulation or Basel III Regulation applicable to that Lender;
(xxi)right means any right, privilege, power or remedy, any proprietary interest in any
asset and any other interest or remedy of any kind, whether actual or contingent,
present or future, arising under contract or law, or in equity;
(xxii)trustee, fiduciary and fiduciary duty has in each case the meaning given to such
term under applicable law;
(xxiii)(i) the liquidation, winding up, dissolution, or administration of a person or (ii) a
receiver or administrative receiver or administrator in the context of insolvency
proceedings or security enforcement actions in respect of a person shall be
construed so as to include any equivalent or analogous proceedings or any
equivalent and analogous person or appointee (respectively) under the law of the
jurisdiction in which such person is established or incorporated or any jurisdiction in
which such person carries on business including (in respect of proceedings) the
seeking or occurrences of liquidation, winding-up, reorganisation, dissolution,
administration, arrangement, adjustment, protection or relief of debtors; and
(xxiv)a provision of law is a reference to that provision as amended or re-enacted.
(b)The determination of the extent to which a rate is "for a period equal in length" to an
Interest Period shall disregard any inconsistency arising from the last day of that Interest
Period being determined pursuant to the terms of this Agreement.
(c)Where in this Agreement a provision includes a monetary reference level in one currency,
unless a contrary indication appears, such reference level is intended to apply equally to
its equivalent in other currencies as of the relevant time for the purposes of applying such
reference level to any other currencies.
(d)Section, clause and Schedule headings are for ease of reference only.
(e)Unless a contrary indication appears, a term used in any other Finance Document or in
any notice given under or in connection with any Finance Document has the same
meaning in that Finance Document or notice as in this Agreement.
(f)A Default (other than an Event of Default) is "continuing" if it has not been remedied
(within the relevant period specified in clause 26 (Events of Default) for such Default) or
waived and an Event of Default is "continuing" if it has not been remedied or waived.
3.Currency symbols and definitions
(a)$, US$, USD and dollars denote the lawful currency of the United States of America.
(b)€, EUR and euro denote the single currency of the Participating Member States.
4.Third party rights
(a)Unless expressly provided to the contrary in a Finance Document for the benefit of a
Finance Party or another Indemnified Person, a person who is not a party to a Finance
Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third
Parties Act) to enforce or enjoy the benefit of any term of the relevant Finance
Document.
(b)Any Finance Document may be rescinded or varied by the parties to it without the
consent of any person who is not a party to it (unless otherwise provided by this
Agreement).
(c)An Indemnified Person who is not a party to a Finance Document may only enforce its
rights under that Finance Document through a Finance Party and if and to the extent and
in such manner as the Finance Party may determine.
5.Finance Documents
Where any other Finance Document provides that this clause 1.5 shall apply to that Finance
Document, any other provision of this Agreement which, by its terms, purports to apply to all or
any of the Finance Documents and/or the Borrower , shall apply to that Finance Document as if
set out in it but with all necessary changes.
6.Conflict of documents
The terms of the Finance Documents (other than as relates to the creation and/or perfection of
security) are subject to the terms of this Agreement and, in the event of any conflict between any
provision of this Agreement and any provision of any Finance Document (other than in relation
to the creation and/or perfection of security or otherwise as expressly provided in this
Agreement) the provisions of this Agreement shall prevail.
Section 2 -  The Facility
1The Facility
1.The Facility
Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan
facility in an aggregate amount equal to the Total Commitments.
2.Increase
(a)Subject to the terms of this Agreement, the Borrower may, at any time and from time to
time, by delivering a written notice substantially in the form set out in Schedule 9  (the
“Increase Confirmation”) to the Facility Agent, request that the Total Commitments be
increased (and the Commitments shall be so increased), in an aggregate amount of up to
€80,000,000 (the “Increase Commitments”), provided that:
(i)the Increase Commitments will be assumed by one or more Eligible Institutions
(each an "Increase Lender") each of which confirms in writing (whether in the
relevant Increase Confirmation or otherwise) its willingness to assume and does
assume all the obligations of a Lender corresponding to that part of the Increase
Commitments which it is to assume, as if it had been an Original Lender in respect
of those Commitments;
(ii)the Borrower and any Increase Lender shall assume obligations towards one
another and/or acquire rights against one another as the Borrower and the
Increase Lender would have assumed and/or acquired had the Increase Lender
been an Original Lender in respect of that part of the Increase Commitments which
it is to assume;
(iii)each Increase Lender shall become a Party as a "Lender" and any Increase
Lender and each of the other Finance Parties shall assume obligations towards
one another and acquire rights against one another as that Increase Lender and
those Finance Parties would have assumed and/or acquired had the Increase
Lender been an Original Lender in respect of that part of the increased
Commitments which it is to assume;
(iv)the Commitments of the other Lenders shall continue in full force and effect;
(v)any increase in the Commitments shall take effect on the date specified by the
Borrower in the notice mentioned above or any later date on which the Facility
Agent executes an otherwise duly completed Increase Confirmation delivered to it
by the relevant Increase Lender; and
(vi)no Default is continuing or might reasonably be expected to result from any
increase in the Commitments.
(b)The Facility Agent shall, subject to paragraph (c) below, as soon as reasonably
practicable after receipt by it of a duly completed Increase Confirmation appearing on its
face to comply with the terms of this Agreement and delivered in accordance with the
terms of this Agreement, execute that Increase Confirmation.
(c)The Facility Agent shall only be obliged to execute an Increase Confirmation delivered to
it by an Increase Lender once (i) it is satisfied it has complied with all necessary "know
your customer" or other similar checks under all applicable laws and regulations in
relation to the assumption of the increased Commitments by that Increase Lender; and (ii)
unless that Increase Lender is an Original Lender, it has received from that Increase
Lender, for its own account, a fee of $5,000.
(d)Each Increase Lender, by executing the Increase Confirmation, confirms (for the
avoidance of doubt) that the Facility Agent has authority to execute on its behalf any
amendment or waiver that has been approved by or on behalf of the requisite Lender or
Lenders in accordance with this Agreement on or prior to the date on which the increase
becomes effective in accordance with this Agreement and that it is bound by that decision
to the same extent as it would have been had it been an Original Lender.
(e)The Borrower shall promptly on demand pay the Facility Agent the amount of all costs
and expenses (including legal fees) reasonably incurred by it in connection with any
increase in Commitments under this clause 2.2.
(f)Neither the Facility Agent nor any Lender shall have any obligation to find an Increase
Lender and in no event shall any Lender whose Commitment is replaced by an Increase
Lender be required to pay or surrender any of the fees received by such Lender pursuant
to the Finance Documents.
(g)Clause 27.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis
in this clause 2.2 in relation to an Increase Lender as if references in that clause to:
(i)an "Existing Lender" were references to all the Lenders immediately prior to the
relevant increase;
(ii)the "New Lender" were references to that "Increase Lender"; and
(iii)a "re-transfer" and "re-assignment" were references to respectively a "transfer"
and "assignment".
3.Finance Parties' rights and obligations
(a)The obligations of each Finance Party under the Finance Documents are several.  Failure
by a Finance Party to perform its obligations under the Finance Documents does not
affect the obligations of any other Party under the Finance Documents. No Finance Party
is responsible for the obligations of any other Finance Party under the Finance
Documents.
(b)The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a
Finance Party from the Borrower is a separate and independent debt in respect of which
a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c)
below. The rights of each Finance Party include any debt owing to that Finance Party
under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any
other amount owed by the Borrower which relates to a Finance Party's participation in the
Facility or its role under a Finance Document (including any such amount payable to the
Facility Agent on its behalf) is a debt owing to that Finance Party by the Borrower.
(c)A Finance Party may, except as specifically provided in the Finance Documents (including
clause 30.2 (Finance Parties acting together)), separately enforce its rights under or in
connection with the Finance Documents.
2Purpose
1.Purpose
The Borrower shall apply all amounts borrowed under the Facility to:
(a)partially fund and refinance the purchase and subsequent upgrade of the wind turbine
installation vessel named “Wind Keeper”;
(b)partially fund the wind installation activities of the Group, including payments on the
construction of the WTIVs;
(c)partially fund the mission equipment related to the T&I Foundation projects;
(d)fully or partially fund the payment of (A) any fees due and payable under clause 12 (Fees)
and (B) the costs and expenses of legal advisers and other consultants and advisers and
all other costs payable under clause 17.1 (Transaction Expenses) incurred in connection
with the preparation of the Finance Documents; and/or
(e)general corporate purposes of the Group.
2.Monitoring
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant
to this Agreement.
3Conditions of Utilisation
1.Initial conditions precedent
The Borrower may not deliver the Utilisation Request and the Loan shall not become available
for borrowing under this Agreement (and the Lenders will not be obliged to comply with clause
5.4 (Lenders' participation) in relation to the Utilisation) unless and until the Facility Agent, or its
duly authorised representative, has received all of the documents and evidence listed in
Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facility Agent
(acting on the instructions of all the Lenders).
2.Notice of satisfaction of conditions
The Facility Agent shall notify the Lenders and the Borrower as soon as practicable after receipt
by it of the documents and evidence referred to in this clause 4 in form and substance
satisfactory to the Facility Agent (acting on the instructions of all the Lenders).  Other than to the
extent that a Lender notifies the Facility Agent in writing to the contrary before the Facility Agent
gives any such notification, the Lenders authorise (but do not require) the Facility Agent to give
that notification. The Facility Agent shall not be liable for any damages, costs or losses
whatsoever as a result of giving any such notification.
3.Further conditions precedent
The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) if:
(a)on the date of the Utilisation Request and on the proposed Utilisation Date, no Default or
Mandatory Prepayment Event is continuing or would result from the proposed Utilisation;
and
(b)on the date of the Utilisation Request and on the proposed Utilisation Date, all of the
representations set out in clause 19 (Representations) are true.
4.Waiver of conditions precedent
The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may
be waived on their behalf in whole or in part and with or without conditions by the Facility Agent
(acting on the instructions of all the Lenders).
Section 3 -  Utilisation
4Utilisation
1.Delivery of the Utilisation Request
The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed
Utilisation Request not later than the Specified Time or such shorter period as the Facility Agent
(in consultation with the Lenders) may agree.
2.Completion of a Utilisation Request
(a)A Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:
(i)the proposed Utilisation Date is a Business Day falling on or before the relevant
Last Availability Date;
(ii)the currency and amount of the Utilisation comply with clause 5.3 (Currency and
amount);
(iii)the proposed Interest Period complies with clause 10 (Interest Periods); and
(iv)it identifies the purpose for the Utilisation and that purpose complies with clause 3
(Purpose).
(b)Only one Utilisation Request may be issued with respect to the Original Commitments,
and only one Utilisation Request may be issued with respect to the Increase
Commitments.
(c)The Original Commitments may only be borrowed in a single Utilisation, and the Increase
Commitments may only be borrowed in a single Utilisation.
3.Currency and amount
(a)The currency specified in a Utilisation Request must be euros.
(b)Only one (1) Utilisation may be made with respect to the Original Commitments and only
one (1) Utilisation may be made with respect to the Increase Commitments.
(c)The amount of the proposed Utilisation shall not exceed the Total Commitments.
4.Lenders' participation
(a)If the conditions set out in this Agreement have been met, each Lender shall make its
participation in the Loan available by the Utilisation Date through its Facility Office.
(b)The amount of each Lender's participation in the Loan will be equal to the proportion
borne by its Commitment to the Total Commitments immediately prior to making the Loan.
(c)The Facility Agent shall as soon as practicable notify each Lender of the amount of the
Loan and the amount of its participation in the Loan, in each case by the Specified Time.
(d)The Facility Agent shall pay all amounts received by it in respect of the Loan to the
Borrower (or for the Borrower’s account), in each case in accordance with the instructions
contained in the Utilisation Request.
Section 4 -  Repayment, Prepayment and Cancellation
5Repayment
1.Repayment of Loans
(a)To the extent not previously reduced, the Borrower shall  repay the Loan by instalments
on each Repayment Date by an amount which reduces the outstanding Facility by an
amount equal to the relevant percentage specified below:
Repayment Date
Repayment Instalment
First Repayment Date
10%
Date falling 3 years after the date of this Agreement
10%
Date falling 4 years after the date of this Agreement
30%
Final Repayment Date
50%
(b)All amounts outstanding under the Facility shall be fully repaid on the Final Repayment
Date.
6Illegality, prepayment and cancellation
1.Illegality
If, in any applicable jurisdiction, it becomes unlawful for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan
or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:
(a)that Lender shall promptly notify the Facility Agent upon becoming aware of that event;
(b)that Lender shall be given the opportunity (at its option, but in consultation with the
Borrower) to transfer its rights and obligations to an Affiliate or another Lender or a New
Lender (as defined in clause 27 (Changes to the Lenders)).  If that Lender has not been
able to effectively transfer its rights and obligations in such manner, then:
(i)upon the Facility Agent notifying the Borrower, the Commitment of that Lender will
be immediately cancelled; and
(ii)to the extent that the Lender's participation has not been transferred or assigned
pursuant to clause 7.8 (Replacement of Lender), the Borrower shall repay that
Lender's participation in the Loan on the last day of the Interest Period occurring
after the Facility Agent has notified the Borrower or, if earlier, the date specified by
the Lender in the notice delivered to the Facility Agent (being no earlier than the
last day of any applicable grace period permitted by law) and that Lender's
corresponding Commitment shall be immediately cancelled in the amount of the
participation repaid.
2.Change of control
(a)The Borrower shall promptly notify the Facility Agent upon becoming aware of a Change
of Control occurring.
(b)If a Change of Control occurs, the Facility Agent may, and shall if so directed by the
Majority Lenders, by notice to the Borrower, with effect from a date specified in that notice
which is at least sixty (60) days after the giving of the notice, cancel the Available
Commitments and declare the Loan, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents, immediately due and payable on
such date, whereupon with effect from such date each of the Available Commitments will
be immediately cancelled, the Facility shall immediately cease to be available for further
utilisation and the Loan and all such accrued interest and other amounts shall become
immediately due and payable on such date.
3.Mandatory prepayment – Forward-looking forecasts
(a)If at any time the Facility Agent (acting on the instructions of the Majority Lenders) notifies
the Borrower following a determination in accordance with:
(i)clause 24.5(c) (Loans and Guarantees and Financial Indebtedness); or
(ii)clause 24.9(c) (Disposals),
that financial covenants set out in clause 22.2 (Financial Condition) would not be
satisfied, then the Borrower shall apply all Cash Sweep Proceeds in prepayment of the
Loan on the last day of each Interest Period until such time as when the Cash Sweep End
Date has occurred.
(b)Any prepayment under this clause 7.3 shall be applied:
(i)in reducing each outstanding instalment under the Loan on a pro rata basis; and
(ii)pro rata among the Lenders in proportion to their participation in the Loan.
(c)For the purpose of this clause 7.3:
Cash Sweep Proceeds means, on the last day of each Interest Period, the aggregate of
all cash standing to the credit of each bank account of the Borrower at each bank on such
date (including any cash received by the Borrower in accordance with clause 24.5(d)(iv)
(Loans and Guarantees and Financial Indebtedness)), less:
(i)any cash standing to the credit of any bank account of the Borrower which is
subject to a Security Interest in respect of secured Permitted Financial
Indebtedness of the Borrower;
(ii)the minimum amount necessary to ensure that the Borrower can satisfy the
minimum Cash and Cash Equivalents required pursuant to Clause 22.2(b)
(Liquidity) and any other liquidity covenant or other financial covenants of the
Group in respect of any Permitted Financial Indebtedness as of the next Test Date;
(iii)an amount equal to the budgeted capital expenses of the Group during the next 12
months after such day;
(iv)an amount equal to the budgeted operating expenses of the Group and any
scheduled interest payments, repayments and other payments to be made by the
Borrower or its Subsidiaries in respect of any Financial Indebtedness during the
next 6 months after such day; and
(v)€10,000,000.
Cash Sweep End Date means the date on which the Facility Agent (acting on the
instructions of the Majority Lenders) has received updated financial projections from the
Borrower that shall be in a form agreed between the Borrower and the Facility Agent
(acting on the instructions of the Majority Lenders) or in such other form that is in form
and substance acceptable to the Majority Lenders and that shall demonstrate that the
financial covenants set out in clause 22.2 (Financial Condition) shall be satisfied by the
Borrower from such date until Final Repayment Date.
4.Mandatory prepayment – Debt Service Coverage Ratio
(a)If the Debt Service Coverage Ratio for any Test Date is not more than 2:1, then the
Borrower shall, by no later than thirty (30) Business Days following the delivery of the
Compliance Certificate setting out the Debt Service Coverage Ratio as of such Test Date,
prepay the Loan up to such amount as may be required to ensure that the Debt Service
Coverage Ratio for such Test Date shall be more than 2:1 upon re-testing in accordance
with clause 7.4(c) below.
(b)  Any prepayment under this clause 7.4 shall be applied:
(i)in reducing each outstanding instalment under the Loan in inverse order of
maturity; and
(ii)pro rata among the Lenders in proportion to their participation in the Loan.
(c)The Borrower shall, by no later than thirty (30) Business Days following the date of such
prepayment, deliver to the Facility Agent a Compliance Certificate reflecting a re-testing of
the Debt Service Coverage Ratio as if the Debt Service has been reduced by the amount
of such prepayment. If the Debt Service Coverage Ratio is complied with, the Borrower
shall be deemed to have satisfied the requirements of the Debt Service Coverage Ratio
for the relevant Test Date.
5.Voluntary cancellation
The Borrower may, prior to the Utilisation Date, if it gives the Facility Agent not less than five
(5) Business Days' (or such shorter period as the Facility Agent may agree) prior notice, cancel
the whole or any part (being a minimum amount of €5,000,000 and a multiple of €1,000,000) of
the Total Commitments. Any cancellation under this clause 7.5 shall reduce the Commitments of
the Lenders rateably.
6.Voluntary prepayment
(a)The Borrower may, if it gives the Facility Agent not less than five (5) Business Days' (or
such shorter period as the Facility Agent may agree) prior notice, prepay the whole or any
part of the Loan (but if in part, being an amount that reduces the amount of the Loan by a
minimum amount of €5,000,000 and a multiple of €1,000,000), in respect of the amount to
be prepaid.
(b)In the event that a voluntary prepayment occurs prior to the date falling three (3) years
after the date of this Agreement, in addition to the amount prepaid, the Borrower shall pay
a fee in an amount equal to one per cent (1%) of the amount prepaid (unless such fee is
waived by all the Lenders).
7.Right of cancellation and prepayment in relation to a single Lender
(a)If:
(i)any sum payable to any Lender by an Obligor is required to be increased under
clause 13.2 (Tax gross-up); or
(ii)any Lender claims indemnification from the Borrower under clause 13.3 (Tax
indemnity) or clause 14.1 (Increased costs),
the Borrower may, whilst the circumstance giving rise to the requirement for that increase
or indemnification continues, give the Facility Agent notice of cancellation of the
Commitment of that Lender and its intention to procure the repayment of that Lender's
participation in the Loan.
(b)On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender
shall immediately be reduced to zero.
(c)On the last day of the Interest Period which ends after the Borrower has given notice
under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the
Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan
together with all interest and other amounts accrued under the Finance Documents which
is then owing to it.
8.Replacement of Lender
(a)If:
(i)the Borrower becomes obliged to repay any amount in accordance with clause 7.1
(Illegality) to any Lender; or
(ii)any of the circumstances set out in paragraph (a) of clause 7.7 (Right of
cancellation and prepayment in relation to a single Lender) apply to a Lender,
the Borrower may, on ten (10) Business Days' prior written notice to the Facility Agent and
such Lender, replace that Lender by requiring such Lender to transfer or assign (and, to
the extent permitted by law, such Lender shall transfer or assign) pursuant to clause 27
(Changes to the Lenders) all (and not part only) of its rights and obligations under this
Agreement to an Eligible Institution (a Replacement Lender) which confirms its
willingness to undertake and does undertake all the obligations of the transferring Lender
in accordance with clause 27 (Changes to the Lenders) for a purchase price in cash
payable at the time of the assignment in an amount equal to the aggregate of:
(A)the outstanding principal amount of such Lender's participation in the Loan;
(B)all accrued interest owing to such Lender;
(C)the Break Costs which would have been payable to such Lender pursuant to
clause 11.4 (Break Costs) had the Borrower prepaid in full that Lender's
participation in the Loan on the date of the assignment; and
(D)all other amounts payable to that Lender under the Finance Documents on
the date of the transfer.
(b)The replacement of a Lender pursuant to this clause 7.8 shall be subject to the following
conditions:
(i)the Borrower shall have no right to replace the Facility Agent;
(ii)neither the Facility Agent nor any Lender shall have any obligation to find a
Replacement Lender;
(iii)in no event shall the Lender replaced under this clause 7.8 be required to pay or
surrender any of the fees received by such Lender pursuant to the Finance
Documents; and
(iv)the Lender shall only be obliged to transfer its rights and obligations pursuant to
paragraph (a) above once it is satisfied that it has complied with all necessary
"know your customer" or other similar checks under all applicable laws and
regulations in relation to that transfer.
(c)A Lender shall perform the checks described in paragraph (b)(iv) above as soon as
reasonably practicable following delivery of a notice referred to in paragraph (a) above
and shall notify the Facility Agent and the Borrower when it is satisfied that it has
complied with those checks.
9.Automatic cancellation
Any part of the Total Commitments which has not become available by the Last Availability Date
shall be automatically cancelled at close of business in Singapore on the Last Availability Date.
7Restrictions
1.Notices of cancellation and prepayment
Any notice of cancellation or prepayment given by any Party under clause 7 shall be irrevocable
and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon
which the relevant cancellation or prepayment is to be made and the amount of that cancellation
or prepayment.
2.Interest and other amounts
(a)Any cancellation under this Agreement shall not incur any premium or penalty.
(b)Any prepayment under this Agreement shall be made together with accrued interest on
the amount prepaid and, subject to any Break Costs, without premium or penalty.
3.No reborrowing
The Borrower may not re-borrow any part of the Facility which is prepaid or repaid.
4.Prepayment in accordance with Agreement
The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the
Commitments except at the times and in the manner expressly provided for in this Agreement.
5.No reinstatement of Commitments
No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.
6.Agent's receipt of notices
If the Facility Agent receives a notice under clause 7 it shall as soon as practicable forward a
copy of that notice to either the Borrower or the affected Finance Parties, as appropriate.
7.Effect of repayment and prepayment on Commitments
If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that
Lender's Commitment equal to the amount of the participation which is repaid or prepaid will be
deemed to be cancelled on the date of repayment or prepayment.
8.Application of cancellations and prepayments
(a)If the Total Commitments are partially reduced and/or the Loan partially prepaid under this
Agreement (other than under clause 7.1 (Illegality) or clause 7.7 (Right of cancellation
and prepayment in relation to a single Lender)), the Commitments of the Lenders shall be
reduced rateably.
(b)Any prepayment required as a result of a cancellation in full of an individual Lender's
Commitment under clause 7.1 (Illegality) or clause 7.7 (Right of cancellation and
prepayment in relation to a single Lender)) shall be applied in prepaying the relevant
Lender's participation in the Loan.
(c)Any other prepayment shall be applied pro rata to each Lender's participation in the Loan.
Section 5 -  Costs of Utilisation
8Interest
1.Calculation of interest
The rate of interest on the Loan (or any relevant part of it for which there is a separate Interest
Period) for each Interest Period is the percentage rate per annum which is the aggregate of the
applicable:
(a)Margin; and
(b)EURIBOR.
2.Payment of interest
The Borrower shall pay accrued interest on the Loan (or any relevant part of it) on the last day of
each Interest Period.
3.Default interest
(a)If an Obligor fails to pay any amount payable by it under a Finance Document to a
Finance Party on its due date, interest shall accrue on the overdue amount from the due
date up to the date of actual payment (both before and after judgment) at a rate which,
subject to paragraph (c) below, is two per cent (2%) per annum higher than the rate which
would have been payable if the overdue amount had, during the period of non-payment,
constituted the Loan for successive Interest Periods, each of a duration selected by the
Facility Agent (acting reasonably).
(b)Any interest accruing under this clause 9.3 shall be immediately payable by an Obligor on
demand by the Facility Agent.
(c)If any overdue amount consists of all or part of the Loan (or any relevant part of it) which
became due on a day which was not the last day of an Interest Period relating to the Loan
or the relevant part of it:
(i)the first Interest Period for that overdue amount shall have a duration equal to the
unexpired portion of the current Interest Period relating to the Loan or the relevant
part of it; and
(ii)the rate of interest applying to the overdue amount during that first Interest Period
shall be two per cent (2%) per annum higher than the rate which would have
applied if the overdue amount had not become due.
(d)Default interest payable under this clause 9.3 (if unpaid) arising on an overdue amount
will be compounded with the overdue amount at the end of each Interest Period
applicable to that overdue amount but will remain immediately due and payable.
4.Notification of rates of interest
(a)The Facility Agent shall as soon as practicable notify the Lenders and the Borrower of the
determination of a rate of interest under this Agreement.
(b)The Facility Agent shall as soon as practicable notify the Borrower of each Funding Rate
relating to the Loan.
9Interest Periods
1.Interest Periods
(a)The Interest Periods shall be three (3) Months or any other period agreed between the
Borrower, the Facility Agent and all the Lenders.
(b)No Interest Period shall extend beyond the Final Repayment Date.
(c)The first Interest Period for the Loan shall start on the Utilisation Date and each
subsequent Interest Period for the Loan shall start on the last day of its preceding Interest
Period.
2.Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that Month (if there is one) or the preceding
Business Day (if there is not).
10Changes to the calculation of interest
1.Unavailability of Screen Rate
(a)If no Screen Rate is available for EURIBOR for an Interest Period, EURIBOR for an
Interest Period, EURIBOR shall be the Interpolated Screen Rate for a period equal in
length to that Interest Period.
(b)If paragraph (a) above applies, but no Interpolated Screen Rate is available for EURIBOR
for:
(i)euro; or
(ii)the relevant Interest Period,
there shall be no EURIBOR for that Interest Period and clause 11.3 (Cost of funds) shall
apply for that Interest Period.
2.Market disruption
If before close of business in Singapore on the Quotation Day for an Interest Period a Lender
notifies the Borrower that the cost to it of funding the Loan or relevant part of it from whatever
source it may reasonably select would be in excess of EURIBOR, then clause 11.3 (Cost of
funds) shall apply to the Loan or relevant part of it for the relevant Interest Period.
3.Cost of funds
(a)If this clause 11.3 applies to the Loan for an Interest Period, clause 9.1 (Calculation of
interest) shall not apply to the Loan for that Interest Period and the rate of interest on
each Lender’s share for that Interest Period shall be the percentage rate per annum
which is the sum of:
(i)the Margin; and
(ii)the rate notified to the Facility Agent by that Lender as soon as practicable and in
any event within five (5) Business Days of the first day of that Interest Period (or, if
earlier, on the date falling ten (10) Business Days before the date on which interest
is due to be paid in respect of that Interest Period), to be that which expresses as a
percentage rate per annum the cost of funds to the relevant Lender relating to its
participation in the Loan.
(b)If this clause 11.3 applies and the Facility Agent or the Borrower so requires, the Facility
Agent and the Borrower shall enter into negotiations (for a period of not more than thirty
(30) days) with a view to agreeing a substitute basis for determining the rate of interest.
(c)Any alternative basis agreed pursuant to clause 11.3(b) above shall, with the prior
consent of all the Lenders and the Borrower, be binding on all Parties.
(d)If this clause 11.3 applies pursuant to clause 11.2 (Market disruption) and:
(i)a Lender's Funding Rate is less than EURIBOR; or
(ii)a Lender does not notify a rate to the Facility Agent by the time specified in
paragraph (a)(ii) above,
that Lender's cost of funds relating to its participation in the Loan for that Interest Period
shall be deemed, for the purposes of 11.3(a) above, to be EURIBOR.
(e)Subject to clause 11.3(d),  if this clause 11.3 applies but any Lender does not notify a rate
to the Facility Agent by the time specified in paragraph (a)(ii) above, the rate of interest
shall be calculated on the basis of the rates notified by the remaining Lenders.
(f)If this clause 11.3 applies the Facility Agent shall, as soon as is practicable, notify the
Borrower.
4.Break Costs
(a)The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs (if any) attributable to all or any part of the Loan or
Unpaid Sum being paid by the Borrower on a day prior to the last day of an Interest
Period for the Loan or Unpaid Sum.
(b)Each Lender shall, as soon as reasonably practicable after a demand by the Facility
Agent, provide a certificate confirming the amount of its Break Costs for any Interest
Period in respect of which they become, or may become, payable.
11Fees
1.Commitment fee
(a)The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in
euros computed at the rate of one point six per cent (1.6%) per annum on that Lender's
undrawn and uncancelled Commitment at such time with such fees accruing from the
date of this Agreement (the start date).
(b)The Borrower shall pay the accrued commitment fee on the last day of the period of three
Months commencing on the start date, on the last day of each successive period of three
Months, on the Last Availability Date and, if cancelled in full, on the cancelled amount of
the relevant Lender's Commitment at the time the cancellation is effective.
2.Upfront fee
The Original Borrower shall pay to the Mandated Lead Arrangers the fees in the amounts and at
the times agreed in a Fee Letter.
3.Agency fee
The  Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount
and at the times agreed in a Fee Letter.
Section 6 -  Additional Payment Obligations
12Tax gross-up and indemnities
1.Definitions
(a)In this Agreement:
"Borrower DTTP Filing" means an HM Revenue & Customs' Form DTTP2 duly
completed and filed by the relevant Borrower, which:
(a)where it relates to a Treaty Lender that is an Original Lender, contains the scheme
reference number and jurisdiction of tax residence stated opposite that Lender's
name in Schedule 1 (The original parties), and where the Borrower is the Additional
Borrower, is filed with HM Revenue & Customs within 30 days of the date on which
the Additional Borrower becomes the Borrower; or
(b)where it relates to a Treaty Lender that is not an Original Lender, contains the
scheme reference number and jurisdiction of tax residence stated in respect of that
Lender in the documentation which it executes on becoming a Party as a Lender,
and:
(i)where the Additional Borrower is a Borrower as at the date on which that
Treaty Lender becomes a Party as a Lender, is filed with HM Revenue &
Customs within 30 days of that date; or
(ii)where the Additional Borrower is not a Borrower as at the date on which that
Treaty Lender becomes a Party as a Lender, is filed with HM Revenue &
Customs within 30 days of the date on which the Additional Borrower
becomes Borrower.
“Cancelled Certificate” means any QPP Certificate in respect of which HM Revenue &
Customs has given a notification under regulation 7(4)(b) of the QPP Regulations so that
such QPP Certificate is a cancelled certificate for the purposes of the QPP Regulations.
“QPP Certificate” means a creditor certificate for the purposes of the QPP Regulations,
given, in the case of an Original Lender, in the form set out in Schedule 13  (Form of QPP
Certificate), or, in the case of a New Lender, in the form set out in Schedule 4  (Form of
Transfer Certificate).
“QPP Lender” means a Lender which has delivered a QPP Certificate to the Borrower,
provided that such QPP Certificate is not a Withdrawn Certificate or a Cancelled
Certificate.
“QPP Regulations” means the Qualifying Private Placement Regulations 2015 (2015
No. 2002).
“Qualifying Lender” means:
(a)a Lender which is beneficially entitled to interest payable to that Lender in respect
of an advance under a Finance Document and is:
(i)a Lender:
(A)which is a bank (as defined for the purpose of section 879 of the ITA)
making an advance under a Finance Document and is within the
charge to United Kingdom corporation tax as respects any payments
of interest made in respect of that advance or would be within such
charge as respects such payments apart from section 18A of the CTA;
or
(B)in respect of an advance made under a Finance Document by a
person that was a bank (as defined for the purpose of section 879 of
the ITA) at the time that that advance was made and within the charge
to United Kingdom corporation tax as respects any payments of
interest made in respect of that advance; or
(ii)a Lender which is:
(A)a company resident in the United Kingdom for United Kingdom tax
purposes;
(B)a partnership each member of which is:
(1)a company so resident in the United Kingdom; or
(2)a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent
establishment and which brings into account in computing its
chargeable profits (within the meaning of section 19 of the CTA)
the whole of any share of interest payable in respect of that
advance that falls to it by reason of Part 17 of the CTA;
(C)a company not so resident in the United Kingdom which carries on a
trade in the United Kingdom through a permanent establishment and
which brings into account interest payable in respect of that advance
in computing the chargeable profits (within the meaning of section 19
of the CTA) of that company; or
(iii)a Treaty Lender; or
(iv)a QPP Lender: or
(b)a Lender which is a building society (as defined for the purpose of section 880 of
the ITA) making an advance under a Finance Document.
“Tax Confirmation” means a confirmation by a Lender that the person beneficially
entitled to interest payable to that Lender in respect of an advance under a Finance
Document is either:
(a)a company resident in the United Kingdom for United Kingdom tax purposes;
(b)a partnership each member of which is:
(i)a company so resident in the United Kingdom; or
(ii)a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings
into account in computing its chargeable profits (within the meaning of
section 19 of the CTA) the whole of any share of interest payable in respect
of that advance that falls to it by reason of Part 17 of the CTA; or
(c)a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.
Tax Credit means a credit against, relief or remission for, or repayment of any Tax.
Tax Deduction means a deduction or withholding for or on account of Tax from a
payment under a Finance Document other than a FATCA Deduction.
Tax Payment means either the increase in a payment made by an Obligor to a Finance
Party under clause 13.2 (Tax gross-up) or a payment under clause 13.3 (Tax indemnity).
"Treaty Lender" means a Lender which is not a QPP Lender and:
(a)is treated as a resident of a Treaty State for the purposes of the Treaty; and
(b)does not carry on a business in the United Kingdom through a permanent
establishment with which that Lender's participation in the Loan is effectively
connected.
"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with
the United Kingdom which makes provision for full exemption from tax imposed by the
United Kingdom on interest.
“UK Non-Bank Lender” means, where a Lender becomes a Party after the day on which
this Agreement is entered into, a Lender which gives a Tax Confirmation in the
assignment agreement or transfer certificate which it executes on becoming a Party.
“Withdrawn Certificate” means a withdrawn certificate for the purposes of the QPP
Regulations.
(b)Unless a contrary indication appears, in this clause 13 a reference to “determines” or
“determined” means a determination made in the discretion of the person making the
determination.
2.Tax gross-up
(a)Each Obligor shall make all payments to be made by it under any Finance Document
without any Tax Deduction, unless a Tax Deduction is required by law.
(b)The Borrower shall, promptly upon any of them becoming aware that an Obligor must
make a Tax Deduction (or that there is any change in the rate or the basis of a Tax
Deduction), notify the Facility Agent accordingly.  Similarly, a Lender shall notify the
Facility Agent on becoming so aware in respect of a payment payable to that Lender.  If
the Facility Agent receives such notification from a Lender it shall notify the Borrower and
that Obligor.
(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the
payment due from that Obligor under the relevant Finance Document shall be increased
to an amount which (after making any Tax Deduction) leaves an amount equal to the
payment which would have been due if no Tax Deduction had been required.
(d)A payment shall not be increased under paragraph (c) above by reason of a Tax
Deduction on account of Tax imposed by the United Kingdom, if on the date on which the
payment falls due:
(i)the payment could have been made to the relevant Lender without a Tax Deduction
if the Lender had been a Qualifying Lender, but on that date that Lender is not or
has ceased to be a Qualifying Lender other than as a result of any change after the
date it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or Treaty or any published practice or
published concession of any relevant taxing authority; or
(ii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the
definition of "Qualifying Lender" and:
(A)an officer of H.M. Revenue & Customs has given (and not revoked) a
direction (a "Direction") under section 931 of the ITA which relates to the
payment and that Lender has received from the Obligor making the payment
or from the Borrower a certified copy of that Direction; and
(B)the payment could have been made to the Lender without any Tax Deduction
if that Direction had not been made; or
(iii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii)  of
the definition of "Qualifying Lender" and:
(A)the relevant Lender has not given a Tax Confirmation to the Borrower; and
(B)the payment could have been made to the Lender without any Tax Deduction
if the Lender had given a Tax Confirmation to the Borrower, on the basis that
the Tax Confirmation would have enabled the Borrower to have formed a
reasonable belief that the payment was an "excepted payment" for the
purpose of section 930 of the ITA; or
(iv)the relevant Lender is a Treaty Lender and the Borrower making the payment is
able to demonstrate that the payment could have been made to the Lender without
the Tax Deduction had that Lender complied with its obligations under
paragraph (g) or (h) (as applicable) below.
(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the
time allowed and in the minimum amount required by law.
(f)Within thirty (30) days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to
the Facility Agent for the Finance Party entitled to the payment a statement under section
975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax
Deduction has been made or (as applicable) any appropriate payment paid to the relevant
taxing authority.
(g)
(i)Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a
payment to which that Treaty Lender is entitled shall co-operate in completing
promptly (and in any event no later than 10 Business Days after receipt of any
request from the other Party) any procedural formalities necessary for that Obligor
to obtain authorisation to make that payment without a Tax Deduction.
(ii)
(A)A Treaty Lender which is an Original Lender and that holds a passport under
the HMRC DT Treaty Passport scheme, and which wishes that scheme to
apply to this Agreement, shall confirm its scheme reference number and its
jurisdiction of tax residence opposite its name in Schedule 1 (The original
parties); and
(B)a Treaty Lender which is not an Original Lender and that holds a passport
under the HMRC DT Treaty Passport scheme, and which wishes that
scheme to apply to this Agreement, shall confirm its scheme reference
number and its jurisdiction of tax residence in the documentation which it
executes on becoming a Party as a Lender,
and, having done so, that Lender shall be under no obligation pursuant to paragraph (i)
above.
(h)If a Lender has confirmed its scheme reference number and its jurisdiction of tax
residence in accordance with paragraph (g)(ii) above and:
(i)a Borrower making a payment to that Lender has not made a Borrower DTTP Filing
in respect of that Lender; or
(ii)a Borrower making a payment to that Lender has made a Borrower DTTP Filing in
respect of that Lender but:
(A)that Borrower DTTP Filing has been rejected by HM Revenue & Customs;
(B)HM Revenue & Customs has not given the Borrower authority to make
payments to that Lender without a Tax Deduction within 60 days of the date
of the Borrower DTTP Filing; or
(C)HM Revenue & Customs has given the Borrower authority to make
payments to that Lender without a Tax Deduction but such authority has
subsequently been revoked or expired,
and, in each case, the Borrower has notified that Lender in writing, that Lender and the
Borrower shall co-operate in completing any additional procedural formalities necessary
for that Borrower to obtain authorisation to make that payment without a Tax Deduction.
(i)If a Lender has not confirmed its scheme reference number and jurisdiction of tax
residence in accordance with paragraph (g)(ii) above, the relevant Borrower shall not
make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty
Passport scheme in respect of that Lender's Commitment or its participation in the Loan
unless the Lender otherwise agrees.
(j)A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that
Borrower DTTP Filing to the Facility Agent for delivery to the relevant Lender.
(k)If the Borrower receive a notification from HM Revenue & Customs that a QPP Certificate
given by a Lender has no effect, the Borrower shall promptly deliver a copy of that
notification to that Lender.
3.Tax indemnity
(a)Each Obligor shall (within three (3) Business Days of demand by the Facility Agent) pay
to an Indemnified Person an amount equal to the loss, liability or cost which that
Indemnified Person reasonably determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Indemnified Person in respect of a Finance
Document.
(b)Paragraph (a) above shall not apply:
(i)with respect to any Tax assessed on a Finance Party:
(A)under the law of the jurisdiction in which that Finance Party is incorporated
or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or
(B)under the law of the jurisdiction in which that Finance Party's Facility Office is
located in respect of amounts received or receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party; or
(ii)to the extent a loss, liability or cost:
(A)is compensated for by an increased payment under clause 13.2 (Tax gross-
up);
(B)is compensated for under clause 13.6 (Stamp taxes) or clause 13.7 (VAT); or
(C)relates to a FATCA Deduction required to be made by a Party.
(c)An Indemnified Person making, or intending to make a claim under paragraph (a) above
shall promptly notify the Facility Agent of the event which will give, or has given, rise to
the claim, following which the Facility Agent shall notify the Borrower.
(d)An Indemnified Person shall, on receiving a payment from the Borrower under this clause
13.3, notify the Facility Agent.
4.Tax Credit
If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
(a)a Tax Credit is attributable (A) to an increased payment of which that Tax Payment forms
part, (B) to that Tax Payment or (C) to a Tax Deduction in consequence of which that Tax
Payment was required; and
(b)Finance Party has obtained and utilised that Tax Credit,
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will
leave it (after that payment) in the same after-Tax position as it would have been in had the Tax
Payment not been required to be made by the Obligor.
5.Lender status confirmation
Each Lender which is not an Original Lender shall indicate, in the documentation which it
executes on becoming a Party as a Lender, and for the benefit of the Facility Agent and without
liability to any Obligor, which of the following categories it falls in:
(a)not a Qualifying Lender;
(b)a Qualifying Lender (other than a Treaty Lender); or
(c)a Treaty Lender.
If such a Lender fails to indicate its status in accordance with this Clause 13.5 then that Lender
shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a
Qualifying Lender until such time as it notifies the Facility Agent which category applies (and the
Facility Agent, upon receipt of such notification, shall inform the Borrower).  For the avoidance of
doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not
be invalidated by any failure of a Lender to comply with this Clause 13.5.
6.Stamp taxes
The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance Document.
7.VAT
(a)All amounts expressed to be payable under a Finance Document by any Party to a
Finance Party which (in whole or in part) constitute the consideration for any supply for
VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply,
and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any
supply made by any Finance Party to any Party under a Finance Document and such
Finance Party is required to account to the relevant tax authority for the VAT, that Party
must pay to such Finance Party (in addition to and at the same time as paying any other
consideration for such supply) an amount equal to the amount of the VAT (and such
Finance Party must promptly provide an appropriate VAT invoice to that Party).
(b)If VAT is or becomes chargeable on any supply made by any Finance Party (the
Supplier) to any other Finance Party (the Recipient) under a Finance Document, and
any Party other than the Recipient (the Relevant Party) is required by the terms of any
Finance Document to pay an amount equal to the consideration for that supply to the
Supplier (rather than being required to reimburse or indemnify the Recipient in respect of
that consideration):
(i)(where the Supplier is the person required to account to the relevant tax authority
for the VAT) the Relevant Party must also pay to the Supplier (at the same time as
paying that amount) an additional amount equal to the amount of the VAT.  The
Recipient must (where this paragraph (i) applies) promptly pay to the Relevant
Party an amount equal to any credit or repayment the Recipient receives from the
relevant tax authority which the Recipient reasonably determines relates to the VAT
chargeable on that supply; and
(ii)(where the Recipient is the person required to account to the relevant tax authority
for the VAT) the Relevant Party must promptly, following demand from the
Recipient, pay to the Recipient an amount equal to the VAT chargeable on that
supply but only to the extent that the Recipient reasonably determines that it is not
entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(c)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party
for any cost or expense, that Party shall reimburse or indemnify (as the case may be)
such Finance Party for the full amount of such cost or expense, including such part
thereof as represents VAT, save to the extent that such Finance Party reasonably
determines that it is entitled to credit or repayment in respect of such VAT from the
relevant tax authority.
(d)Any reference in this clause 13.7 to any Party shall, at any time when such Party is
treated as a member of a group for VAT purposes, include (where appropriate and unless
the context otherwise requires) a reference to the representative member of such group
at such time (the term "representative member" to have the same meaning as in the
Value Added Tax Act 1994).
8.In relation to any supply made by a Finance Party to any Party under a Finance Document, if
reasonably requested by such Finance Party, that Party must promptly provide such Finance
Party with details of that Party's VAT registration and such other information as is reasonably
requested in connection with such Finance Party's VAT reporting requirements in relation to
such supply.
9.FATCA information
(a)Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a
reasonable request by another Party:
(i)confirm to that other Party whether it is:
(A)a FATCA Exempt Party; or
(B)not a FATCA Exempt Party;
(ii)supply to that other Party such forms, documentation and other information relating
to its status under FATCA as that other Party reasonably requests for the purposes
of that other Party's compliance with FATCA; and
(iii)supply to that other Party such forms, documentation and other information relating
to its status as that other Party reasonably requests for the purposes of that other
Party's compliance with any other law, regulation, or exchange of information
regime.
(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA
Exempt Party and it subsequently becomes aware that it is not or has ceased to be a
FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably
practicable.
(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph
(a)(iii) above shall not oblige any other Party to do anything, which would or might in its
reasonable opinion constitute a breach of:
(i)any law or regulation;
(ii)any fiduciary duty; or
(iii)any duty of confidentiality
(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,
documentation or other information requested in accordance with paragraphs (a)(i) or
(a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies),
then such Party shall be treated for the purposes of the Finance Documents (and
payments under them) as if it is not a FATCA Exempt Party until such time as the Party in
question provides the requested confirmation, forms, documentation or other information.
10.FATCA Deduction
(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any
payment required in connection with that FATCA Deduction, and no Party shall be
required to increase any payment in respect of which it makes such a FATCA Deduction
or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction
(or that there is any change in the rate or the basis of such FATCA Deduction), notify the
Party to whom it is making the payment and, in addition, shall notify the Borrower and the
Facility Agent and the Facility Agent shall notify the other Finance Parties.
13Increased Costs
1.Increased costs
(a)Subject to clause 14.3 (Exceptions), the Borrower shall, within three (3) Business Days of
a demand by the Facility Agent, pay for the account of a Finance Party the amount of any
Increased Cost incurred by that Finance Party or any of its Affiliates which:
(i)arises as a result of (i) the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation or (ii) compliance with any
law or regulation in either case made after the date of this Agreement; and/or
(ii)is a Basel III Increased Cost.
(b)In this Agreement Increased Costs means:
(i)a reduction in the rate of return from the Facility or on a Finance Party's (or its
Affiliate's) overall capital;
(ii)an additional or increased cost; or
(iii)a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it
is attributable to that Finance Party having entered into its Commitment or funding or
performing its obligations under any Finance Document.
2.Increased cost claims
(a)A Finance Party intending to make a claim pursuant to clause 14.1 (Increased costs) shall
notify the Facility Agent of the event giving rise to the claim, following which the Facility
Agent shall promptly notify the Borrower.
(b)Each Finance Party shall, as soon as practicable after a demand by the Facility Agent,
provide a certificate confirming the amount of its Increased Costs.
3.Exceptions
(a)Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:
(i)attributable to a Tax Deduction required by law to be made by an Obligor;
(ii)attributable to a FATCA Deduction required to be made by a Party;
(iii)compensated for by clause 13.3 (Tax indemnity) (or would have been
compensated for under clause 13.3 (Tax indemnity) but was not so compensated
solely because any of the exclusions in paragraph (b) of clause 13.3 (Tax
indemnity) applied);
(iv)is compensated for under clause 13.6 (Stamp taxes) or clause 13.7 (VAT); or
(v)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any
law or regulation.
(b)In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to
the term in clause 13.1 (Definitions).
14Other indemnities
1.Currency indemnity
(a)If any sum due from an Obligor under the Finance Documents (a Sum), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the
currency (the First Currency) in which that Sum is payable into another currency (the
Second Currency) for the purpose of:
(i)making or filing a claim or proof against that Obligor; and/or
(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or
arbitration proceedings,
that Obligor shall, as an independent obligation, within three (3) Business Days of
demand by a Finance Party, indemnify each Finance Party to whom that Sum is due
against any Losses arising out of or as a result of the conversion including any
discrepancy between (i) the rate of exchange used to convert that Sum from the First
Currency into the Second Currency and (ii) the rate or rates of exchange available to that
person at the time of its receipt of that Sum.
(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed
to be payable.
2.Other indemnities
The Borrower shall within three (3) Business Days of demand by a Finance Party, indemnify
each Finance Party against any and all Losses incurred by that Finance Party as a result of:
(a)the occurrence of any Event of Default;
(b)any Environmental Claim made against any Group Member or Environmental Incident;
(c)the failure to comply with any Environmental Laws or Environmental and Social
Standards by any Group Member;
(d)a failure by an Obligor to pay any amount due under a Finance Document on its due date,
including without limitation, any and all Losses arising as a result of clause 31 (Sharing
among the Finance Parties);
(e)funding, or making arrangements to fund, its participation in the Utilisation requested by
the Borrower in the Utilisation Request but not made by reason of the operation of any
one or more of the provisions of this Agreement (other than by reason of fraud, gross
negligence or wilful default by that Finance Party alone); or
(f)the Loan (or part of the Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrower.
3.Indemnity to the Facility Agent
The Borrower shall within three (3) Business Days of demand indemnify the Facility Agent, as
the case may be, against:
(a)any and all Losses incurred by the Facility Agent as a result of:
(i)investigating any event which it reasonably believes is a Default;
(ii)acting or relying on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised; or
(iii)instructing lawyers, accountants, tax advisers, surveyors or other professional
advisers or experts as permitted under the Finance Documents where, unless any
of the circumstances in paragraphs (i) or (ii) apply or an Event of Default is
occurring, any costs and expenses as a result of such instruction have been pre-
approved by the Borrower (such approval not to be unreasonably withheld or
delayed); and
(b)any and all Losses (including, without limitation, in respect of liability for negligence or any
other category of liability whatsoever) incurred by the Facility Agent  (otherwise than by
reason of the Facility Agent's fraud, gross negligence or wilful misconduct) (or, in the case
of any cost, loss or liability pursuant to clause 32.12 (Disruption to payment systems etc.)
notwithstanding the Facility Agent's gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Facility Agent in acting
as Facility Agent under the Finance Documents.
4.Continuation of indemnities
The indemnities by the Borrower in favour of any Indemnified Persons contained in this
Agreement shall continue in full force and effect notwithstanding any breach by any Finance
Party or the Borrower of the terms of this Agreement, the repayment or prepayment of the Loan,
the cancellation of the Total Commitments or the repudiation by any Finance Party or the
Borrower of this Agreement.
5.Exclusion of liability
Without prejudice to any other provision of the Finance Documents excluding or limiting the
liability of any Indemnified Person, no Indemnified Person will be in any way liable or
responsible to the Borrower who is a Party or is a party to a Finance Document to which this
clause applies for any loss or liability arising from any act, default, omission or misconduct of
that Indemnified Person, except to the extent caused by its own fraud, gross negligence or wilful
misconduct.  Any Indemnified Person may rely on this clause 15.5 subject to clause 1.4 (Third
party rights) and the provisions of the Third Parties Act.
15Mitigation by the Lenders
1.Mitigation
(a)Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in the Facility ceasing to
be available or any amount becoming payable or increased under or pursuant to, or
cancelled pursuant to, any of clause 7.1 (Illegality), clause 13 (Tax gross-up and
indemnities) or clause 14 (Increased costs) including (but not limited to) transferring its
rights under the Finance Documents to another Affiliate or Facility Office.
(b)Paragraph (a) above does not in any way limit the obligations of the Borrower under the
Finance Documents.
2.Limitation of liability
(a)The Borrower shall within three (3) Business Days of demand indemnify each Finance
Party for all costs and expenses incurred by that Finance Party as a result of steps taken
by it under clause 16.1 (Mitigation).
(b)A Finance Party is not obliged to take any steps under clause 16.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
16Costs and expenses
1.Transaction expenses
(a)The Borrower shall, within three (3) Business Days of demand, pay the Facility Agent, the
Mandated Lead Arrangers and the Green Loan Co-ordinator the amount of all costs and
expenses pre-approved by the Borrower (such approval not to be unreasonably withheld
or delayed) (including fees, costs and expenses of lawyers, accountants, tax advisers,
technical advisers, insurance consultants, valuers, surveyors or other professional
advisers or experts) (together with any applicable VAT) reasonably incurred by any of
them in connection with the negotiation, preparation, printing, execution, syndication,
registration and perfection and any release, discharge or reassignment of:
(i)this Agreement and any other documents referred to in this Agreement; and
(ii)any other Finance Documents executed or proposed to be executed after the date
of this Agreement.
(b)The Facility Agent shall be entitled to withhold from the amount of the Utilisation paid to
the Borrower an amount representing the costs and expenses referred to in paragraph (a)
above (to the extent that such costs and expenses have been notified to the Facility Agent
and the Borrower prior to the date of the Utilisation Request).
2.Amendment costs
If:
(a)an Obligor requests an amendment, waiver or consent; or
(b)an amendment is required pursuant to clause 32.10 (Change of currency),
the Borrower shall, within three (3) Business Days of demand, reimburse the Facility Agent for
the amount of all documented costs and expenses (including fees, costs and expenses of
lawyers, accountants, tax advisers, technical advisers, insurance consultants, valuers,
surveyors or other professional advisers or experts) (together with any applicable VAT)
reasonably incurred by the Facility Agent in responding to, evaluating, negotiating or complying
with that request or requirement, provided that such costs and expenses shall have been shared
with and approved by the Borrower in advance.
3.Enforcement, preservation and other costs
The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to each
Finance Party the amount of all costs and expenses (including fees, costs and expenses of
lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or
other professional advisers or experts) (together with any applicable VAT) incurred by that
Finance Party in connection with the enforcement of, or the preservation of any rights under, any
Finance Document.
4.Double counting
For the avoidance of doubt there shall be no double counting between any of the indemnity and/
or costs provisions of this Agreement on the one hand and the provisions of any other Finance
Documents on the other (including, without limitation, between any of the indemnities under
clause 15 (Other indemnities) of this Agreement. Accordingly, if a payment is received by way of
indemnity or reimbursement of costs by any Finance Party under any of the Finance Documents
which, but for this provision, would also be due under this Agreement, the person making the
payment (the Payor) shall be relieved, pro tanto, from any obligation to pay a corresponding
amount under this Agreement provided that any settlement or discharge between such Finance
Party on the one hand and the Payor on the other shall be conditional upon no security or
payment (whether by set-off or otherwise) to such Finance Party in relation to this Agreement or
any other Finance Document being avoided or reduced by virtue of any laws relating to
bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security
or payment is so avoided or reduced, such Finance Party shall be entitled to recover the value
or amount of such security or payment from the Payor subsequently as if such settlement or
discharge had not occurred.
Section 7 -  Guarantee
17Guarantee and Indemnity
1.Guarantee and indemnity
With effect from the date that:
(a)UK ListCo accedes to this Agreement pursuant to clause 28.4 (Additional Guarantor), with
respect to UK ListCo as an Additional Guarantor; and
(b)the Original Borrower resigns pursuant to clause 28.3 (Resignation of the Original
Borrower), with respect to Cadeler A/S and Cadeler UK,
each  Guarantor (at and from the relevant time) irrevocably and unconditionally jointly and
severally:
(i)guarantees to each Finance Party punctual performance by each other Obligor of
all such Obligor’s obligations under the Finance Documents;
(ii)undertakes with each Finance Party that whenever another Obligor does not pay
any amount when due under or in connection with any Finance Document, that
Guarantor shall immediately on demand pay that amount as if it was the principal
obligor; and
(iii)agrees with each Finance Party that if any obligation guaranteed by it is or
becomes unenforceable, invalid or illegal, it will, as an independent and primary
obligation, indemnify that Finance Party immediately on demand against any cost,
loss or liability it incurs as a result of another Obligor not paying any amount which
would, but for such unenforceability, invalidity or illegality, have been payable by it
under any Finance Document on the date when it would have been due. The
amount payable by a Guarantor under this indemnity will not exceed the amount it
would have had to pay under this Clause 18 if the amount claimed had been
recoverable on the basis of a guarantee.
2.Continuing guarantee
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any intermediate payment
or discharge in whole or in part.
3.Reinstatement
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or
any security for those obligations or otherwise) is made by a Finance Party in whole or in part on
the basis of any payment, security or other disposition which is avoided or must be restored in
insolvency, liquidation, administration or otherwise, without limitation, then the liability of each
Guarantor under this Clause 18 will continue or be reinstated as if the discharge, release or
arrangement had not occurred.
4.Waiver of defences
The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission,
matter or thing which, but for this Clause, would reduce, release or prejudice any of its
obligations under this Clause 18 (without limitation and whether or not known to it or any
Finance Party) including:
(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;
(b)the release of any other Obligor or any other person under the terms of any composition
or arrangement with any creditor of any other Obligor;
(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or
other person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full value of any
security;
(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of an Obligor or any other person;
(e)any amendment, novation, supplement, extension, restatement (however fundamental
and whether or not more onerous) or replacement of any Finance Document or any other
document or security including without limitation any change in the purpose of, any
extension of or any increase in any facility or the addition of any new facility under any
Finance Document or other document or security;
(f)any unenforceability, illegality or invalidity of any obligation of any person under any
Finance Document or any other document or security; or
(g)any insolvency or similar proceedings.
5.Immediate recourse
Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee
or agent on its behalf) to proceed against or enforce any other rights or security or claim
payment from any person before claiming from that Guarantor under this Clause 18.  This
waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
6.Appropriations
Until all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or
agent on its behalf) may:
(a)refrain from applying or enforcing any other moneys, security or rights held or received by
that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
apply and enforce the same in such manner and order as it sees fit (whether against
those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the
same; and
(b)hold in an interest-bearing suspense account any moneys received from any Guarantor or
on account of any Guarantor's liability under this Clause 18.
7.Deferral of Guarantors' rights
Until all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full and unless the Facility Agent
otherwise directs, no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Finance Documents or by reason of any amount
being payable, or liability arising, under this Clause 18:
(a)to be indemnified by an Obligor;
(b)to claim any contribution from any other guarantor of any Obligor's obligations under the
Finance Documents;
(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
any rights of the Finance Parties under the Finance Documents or of any other guarantee
or security taken pursuant to, or in connection with, the Finance Documents by any
Finance Party;
(d)to bring legal or other proceedings for an order requiring any Obligor to make any
payment, or perform any obligation, in respect of which any Guarantor has given a
guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);
(e)to exercise any right of set-off against any Obligor; and/or
(f)to claim or prove as a creditor of any Obligor in competition with any Finance Party.
If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold
that benefit, payment or distribution to the extent necessary to enable all amounts which may be
or become payable to the Finance Parties by the Obligors under or in connection with the
Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or
transfer the same to the Facility Agent or as the Facility Agent may direct for application in
accordance with Clause 32 (Payment mechanics).
8.Additional security
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security
now or subsequently held by any Finance Party.
Section 8 -  Representations, Undertakings and Events of Default
18Representations
Each Obligor makes and repeats the representations and warranties set out in this clause 19 to
each Finance Party at the times specified in clause 19.26 (Times when representations are
made).
1.Status
(a)It is a limited liability company, duly incorporated and validly existing under the law of its
Original Jurisdiction.
(b)It and each other Group Member has power and authority to own its assets and to carry
on its business as it is now being conducted.
2.Binding obligations
Subject to the Legal Reservations, the obligations expressed to be assumed by it in each
Finance Document to which it is a party are legal, valid, binding and enforceable obligations.
3.Non-conflict
The entry into and performance by it of, and the transactions contemplated by the Finance
Documents do not and will not conflict with:
(a)any law or regulation applicable to it;
(b)its or any other Group Member’s Constitutional Documents; or
(c)any material agreement or other material instrument binding upon it or any other Group
Member or its assets or the assets of any other Group Member,
or constitute a default or termination event (however described) under any such material
agreement or material instrument.
4.Power and authority
(a)It has the power to enter into, perform and deliver and comply with its obligations under,
and has taken all necessary action to authorise its entry into, performance and delivery of,
and compliance with, each Finance Document to which it is, or is to be, a party and each
of the transactions contemplated by those documents.
(b)No limitation on its powers to borrow, create security or give guarantees will be exceeded
as a result of any transaction under, or the entry into of, any Finance Document to which it
is, or is to be, a party.
5.Validity and admissibility in evidence
All Authorisations required:
(a)to enable it lawfully to enter into, exercise its rights and comply with its obligations under
each Finance Document to which it is a party; and
(b)to make each Finance Document to which it is a party admissible in evidence in its
Relevant Jurisdiction,
have been obtained or effected and are in full force and effect except any Authorisation or filing
referred to in clause 18.11 (No filing or stamp taxes), which Authorisation or filing will be
promptly obtained or effected within any applicable period.
6.Governing law and enforcement
Subject to the Legal Reservations:
(a)the choice of governing law of each Finance Document to which it is a party will be
recognised and enforced in its Relevant Jurisdiction; and
(b)any judgment obtained in relation to a Finance Document to which it is a party in the
jurisdiction of the governing law of that Finance Document will be recognised and
enforced in its Relevant Jurisdiction.
7.No misleading information
(a)All factual information contained in the Information Package is true, complete and
accurate in all material respects as at the date of the relevant report or document
containing the information or (as the case may be) as at the date the information is
expressed to be given.
(b)Any financial projection or forecast contained in the Information Package has been
prepared on the basis of recent historical information and on the basis of reasonable
assumptions and was fair (as at the date of the relevant report or document containing
the projection or forecast) and arrived at after careful consideration.
(c)The expressions of opinion or intention provided by or on behalf of the Borrower for the
purposes of the Information Package were made after careful consideration and (as at the
date of the relevant report or document containing the expression of opinion or intention)
were fair and based on reasonable grounds.
(d)To the best of the Borrower's knowledge and belief (in good faith and after careful
consideration), no event or circumstance has occurred or arisen and no information has
been omitted from the Information Package and no information has been given or
withheld that results in the information, opinions, intentions, forecasts or projections
contained in the Information Package being untrue or misleading in any material respect.
(e)All other written information provided by any Group Member (including its advisers) to a
Finance Party in connection with the Finance Documents or the transactions referred to in
them was true, complete and accurate in all material respects as at the date it was
provided and is not misleading in any respect.
(f)For the purposes of this clause 19.7, Information Package means any written
information provided by any Group Member to any of the Finance Parties in connection
with the Finance Documents or the transactions referred to in them.
8.Original Financial Statements
(a)The Original Financial Statements were prepared in accordance with GAAP consistently
applied.
(b)The Original Financial Statements fairly present the financial condition as at the end of
the relevant Financial Year and its results of operations during the relevant Financial Year
of the Original Borrower.
(c)There has been no material adverse change in the assets, business or financial condition
of the Group since the date of the Original Financial Statements.
9.Pari passu ranking
Each Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a
party rank at least pari passu with all its other present and future unsecured and unsubordinated
payment obligations, except for obligations mandatorily preferred by law applying to companies
generally.
10.No insolvency
No corporate action, legal proceeding or other procedure or step described in clause 26.7
(Insolvency proceedings) or creditors' process described in clause 26.8 (Creditors' process) has
been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member (other
than where the Facility Agent (acting on the instructions of the Majority Lenders) has determined
that such a threat to commence corporate action, legal proceeding or other procedure or step is
frivolous or vexatious in nature) and none of the circumstances described in clause 26.6
(Insolvency) applies to any Group Member.
11.No filing or stamp taxes
Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Document to
which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in
relation to any such Finance Document or the transactions contemplated by the Finance
Documents except any filing, recording or enrolling or any tax or fee payable in relation to any
Finance Document which is referred to in any Legal Opinion.
12.Deduction of Tax
It is not required to make any Tax Deduction (as defined in clause 13.1 (Definitions)) from any
payment it may make under any Finance Document to which it is a party and no other party is
required to make any such deduction from any payment it may make under any other Finance
Document, except if required by law in accordance with clause 13.2 (Tax gross-up).
13.Tax compliance
(a)It is not materially overdue in the filing of any Tax returns or overdue in the payment of
any amount in respect of Tax.
(b)No claims or investigations are being, or are reasonably likely to be, made or conducted
against it with respect to Taxes such that a liability of, or claim against, the Borrower is
reasonably likely to arise for an amount for which adequate reserves have not been
provided in the Original Financial Statements and which would reasonably be expected
have a Material Adverse Effect.
(c)It is resident for Tax purposes only in its Original Jurisdiction. 
14.No Default
(a)No Default is continuing or might reasonably be expected to result from the making of the
Utilisation or the entry into, the performance of, or any transaction contemplated by, any
Finance Document.
(b)No other event or circumstance is outstanding which constitutes a default or termination
event (however described) under any other agreement or instrument which is binding on it
or any of the Group Members or to which its (or any of the Group Members’) assets are
subject which would reasonably be expected to have a Material Adverse Effect.
15.No proceedings
(a)No litigation, arbitration or administrative proceedings or investigations of, or before, any
court, arbitral body or agency which, if adversely determined, would reasonably be
expected to have a Material Adverse Effect has or have (to the best of its knowledge and
belief (having made due enquiry)) been started or threatened against it or any Group
Member.
(b)No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction
of any governmental or other regulatory body which is reasonably likely to have a Material
Adverse Effect has (to the best of its knowledge and belief (having made due enquiry))
been made against it or any Group Member.
16.No breach of laws
(a)It has not breached any law or regulation which breach has or is reasonably likely to have
a Material Adverse Effect.
(b)To the best of its knowledge and belief (having made due enquiry), no Prohibited
Payment has been made or provided, directly or indirectly, by it to, or for the benefit of,
any Authority in connection with any Finance Document.
(c)In respect of all other funds received by it (other than the Utilisation proceeds), as far as it
is aware (having made due enquiry), none of the sources of such funds to be used by it in
connection with any Finance Document or its business are of Illicit Origin.
17.Environmental matters
(a)No Environmental Law applicable to the Group or the assets of the Group have been
violated in a manner or to an extent which has or is reasonably likely to have, a Material
Adverse Effect.
(b)To the best of the Borrower's knowledge and belief (having made due enquiry), all
Authorisations required under such Environmental Laws have been obtained and are
currently in force.
(c)No Environmental Claim has been made or, to the best of its knowledge and belief
(having made due enquiry), is threatened or pending against the Group or the assets of
the Group (or their officers) where that claim has or is reasonably likely to have a Material
Adverse Effect and there has been no Environmental Incident which has given, or might
give, rise to such a claim.
(d)No Pollutant has at any time been deposited or disposed of in the environment by any
Group Member or by or from any assets of the Group in circumstances which are likely to
result in an Environmental Claim against the Group where such claim in each case, if
successful, would be reasonably likely to have a Material Adverse Effect.
18.Anti-corruption law and anti-money laundering laws
(a)The operations of each Group Member and their Affiliates are and have been conducted
at all times in material compliance with applicable money laundering statutes and the
rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by the Monetary Authority of Singapore or
any governmental agency having jurisdiction over a Group Member (collectively, the
Money Laundering Laws) and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving any Group Member,
any of their Affiliates or any of their respective directors, officers or employees, in each
case, with respect to the Money Laundering Laws is pending or, to the best knowledge of
each Obligor, threatened.
(b)None of the Borrower, nor to the knowledge of the Borrower, any director, officer,
employee or Affiliate of any Group Member is aware of or has taken any action, directly or
indirectly, that would result in a violation by such persons of any applicable anti-bribery
law, including but not limited to, the United Kingdom Bribery Act 2010 (the UK Bribery
Act) and the U.S. Foreign Corrupt Practices Act of 1977 (the FCPA) and as at the date of
this Agreement no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving any Group Member, any of their
Affiliates or any of their respective directors, officers or employees, in each case, with
respect to the UK Bribery Act, the FCPA or any similar laws, rules or regulations is
pending or, to the best knowledge of each Obligor, threatened.  Furthermore, the
Borrower and, to the knowledge of the Borrower, its Affiliates have conducted their
businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or
regulations and have instituted and maintain policies and procedures designed to ensure,
and which are reasonably expected to continue to ensure, continued compliance
therewith.
19.Financial Indebtedness
The Borrower does not have any Financial Indebtedness outstanding in breach of this
Agreement.
20.Ownership of the Borrower
There has been no Change of Control.
21.Accounting Reference Date
Its Financial Year-end is the Accounting Reference Date.
22.No immunity
Neither it nor any of its assets is immune to any legal action or proceeding.
23.Sanctions
(a)The Loan is not being used by the Borrower (i) directly or (to the best of the Borrower’s
knowledge and belief (having made reasonable due enquiry)) indirectly to finance the
activities of any person subject to any Sanctions or (ii) in breach of any Sanctions.
(b)No Group Member nor any Affiliate of any Group Member or joint venture of any Group
Member, nor any of their respective directors, officers or employees nor, to the best of its
knowledge (having made reasonable due enquiry), any persons acting on any of their
behalf:
(i)is a Prohibited Person;
(ii)owns or controls a Prohibited Person;
(iii)is in breach of Sanctions or engaged in any activity that would reasonably be
expected to result in that person being designated as a Prohibited Person under
existing Sanctions administered by a Sanctions Authority (Sanctionable Activity);
or
(iv)has received written notice of or is aware of any enforcement action or the
issuance of formal proceedings or formal investigations against it with respect to an
alleged breach of Sanctions by any Sanctions Authority.
(c)Each of the Group Members has implemented and maintains in effect a Sanctions
compliance policy (howsoever described) which, in accordance with the
recommendations of the Sanctions Advisory, is designed to ensure compliance by each
such Group Member, its Affiliates and their respective directors, officers and employees
with Sanctions. Each Group Member, its Affiliates and their respective directors, officers
and employees are in compliance with Sanctions in all material respects and are not
knowingly engaged in any activity that would reasonably be expected to result in such
Group Member being designated as a Prohibited Person.  Without limitation on the
foregoing, such Sanctions compliance policy shall be designed to procure that each
Group Member, its Subsidiaries and their respective directors, officers and employees
shall, where applicable:
(i)conduct their activities in a manner consistent with Sanctions;
(ii)have sufficient resources in place to ensure execution of and compliance with their
own Sanctions policies by their personnel (including, for example, direct hires,
contractors and staff);
(iii)ensure Subsidiaries and Affiliates comply with the relevant policies, as applicable;
(iv)have relevant controls in place to monitor automatic identification system (AIS)
transponders;
(v)to the extent applicable, have controls in place to screen and assess onboarding or
offloading cargo in areas they determine to present a high risk;
(vi)to the extent applicable, have controls to assess authenticity of bills of lading, as
necessary; and
(vii)have controls in place consistent with the Sanctions Advisory.
24.US Tax Obligor
It is not a US Tax Obligor.
25.Green Loan Criteria
(a)The relevant Obligor is in compliance with the Green Loan Criteria and the Green Loan
Principles.
(b)The contents of each Green Loan Compliance Certificate are true and accurate in all
respects and such Green Loan Compliance Certificate has been prepared on the basis of
recent information and reasonable assumptions. Nothing has been omitted from such
information, and no information has been given or withheld, that results in the contents of
the Green Loan Compliance Certificate being untrue or misleading in any respect.
26.Times when representations are made
(a)All of the representations and warranties set out in this clause 19 are deemed to be made
and repeated on the dates of:
(i)this Agreement;
(ii)the Utilisation Request; and
(iii)the Utilisation.
(b)The Repeating Representations are deemed to be repeated on the first day of each
Interest Period and, in the case of an Additional Obligor, the day on which the company
becomes (or it is proposed that the company becomes) an Additional Obligor.
(c)Each representation or warranty deemed to be made after the date of this Agreement
shall be deemed to be made by reference to the facts and circumstances existing at the
date the representation or warranty is deemed to be made.
19Information undertakings
Each Obligor undertakes that this clause 20 will be complied with throughout the Facility Period. 
In this clause 20:
Annual Financial Statements means the audited consolidated financial statements for a
Financial Year of Cadeler A/S (for any Financial Year prior to the Financial Year in which the
Share Exchange Completion occurs) and UK ListCo (for the Financial Year in which the Share
Exchange Completion occurs and for any subsequent Financial Year) delivered pursuant to
paragraph (a) of clause 20.1 (Financial statements).
Semi-Annual Financial Statements means the unaudited consolidated financial statements for
a Financial Half Year of Cadeler A/S (for any half year prior to the Financial Year in which the
Share Exchange Completion occurs) and UK ListCo (for any half year ending on or after the
Share Exchange Completion occurs and for any subsequent half year) delivered pursuant to
paragraph (b) of clause 20.1 (Financial statements).
1.Financial statements
(a)The Borrower shall supply to the Facility Agent as soon as the same become available,
but in any event within six (6) Months after the end of each Financial Year, the Annual
Financial Statements for that Financial Year.
(b)The Borrower shall supply to the Facility Agent as soon as the same become available,
but in any event within sixty (60) days after the end of the first Financial Half Year, the
Semi-Annual Financial Statements for that Financial Half Year.
2.Provision and contents of Compliance Certificate
(a)The Borrower shall supply a Compliance Certificate to the Facility Agent, with each set of
Annual Financial Statements and Semi Annual Financial Statements. 
(b)Each Compliance Certificate shall, amongst other things, set out (in reasonable detail)
computations as to compliance with the covenants in clause 22 (Financial covenants) that
apply to it.
(c)Each Compliance Certificate shall be signed by the chief executive officer or chief
financial officer of Cadeler A/S (for any Annual Financial Statements and Semi-Annual
Financial Statements delivered in respect of Cadeler A/S) and UK ListCo (for any Annual
Financial Statements and Semi-Annual Financial Statements delivered in respect of UK
ListCo).
3.Requirements as to financial statements
(a)The Borrower shall procure that each set of Annual Financial Statements and Semi
Annual Financial Statements includes a profit and loss account, a balance sheet and a
cashflow statement and that, in addition, each set of such Annual Financial Statements
shall be audited by the Auditors and be in English.
(b)Each set of Annual Financial Statements and Semi-Annual Financial Statements shall:
(i)be certified by a director of the relevant company as fairly presenting, its financial
condition and operations as at the date as at which those financial statements
were drawn up and, in the case of the annual financial statements, shall be
accompanied by any letter addressed to the management of the Borrower by the
Auditors and accompanying those financial statements; and
(ii)in the case of audited Annual Financial Statements, not be the subject of any
material qualification in the Auditors' opinion.
(c)Cadeler A/S (up to the Share Exchange Completion) and UK ListCo (on and from the
Share Exchange Completion) shall procure that each set of financial statements delivered
pursuant to clause 20.1 (Financial statements) shall be prepared using GAAP, accounting
practices and financial reference periods consistent with those applied in the preparation
of the Original Financial Statements, unless, in relation to any set of financial statements,
Cadeler A/S or UK ListCo (as applicable) notifies the Facility Agent that there has been a
change in GAAP or the accounting practices and delivers to the Facility Agent:
(i)a description of any change necessary for those financial statements to reflect the
GAAP or accounting practices and reference periods upon which the corresponding
Original Financial Statements were prepared; and
(ii)sufficient information, in form and substance as may be reasonably required by the
Facility Agent, to enable the Lenders to determine whether clause 22 (Financial
covenants) has been complied with and to make an accurate comparison between
the financial position indicated in those financial statements and the Original
Financial Statements.
(d)Any reference in this Agreement to any financial statements shall be construed as a
reference to those financial statements as adjusted to reflect the basis upon which the
Original Financial Statements were prepared.
4.Year-end
The Borrower shall procure that each Financial Year-end of each Obligor falls on the Accounting
Reference Date.
5.Information: miscellaneous
The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the
Facility Agent so requests):
(a)at the same time as they are dispatched, copies of all documents dispatched by Cadeler
A/S (up to the Share Exchange Completion) and UK ListCo (on and from the Share
Exchange Completion) to its shareholders generally (or any class of them) or dispatched
by Cadeler A/S (up to the Share Exchange Completion) and UK ListCo (on and from the
Share Exchange Completion) or any Obligors to its creditors generally (or any class of
them);
(b)promptly upon becoming aware of them, the details of (i) any material litigation, arbitration
or administrative proceedings which are current, pending or threatened against any
Group Member and (iii) any other claim, action, suit, proceedings or investigation against
any Group Member with respect to Sanctions;
(c)promptly (and in any case within fourteen (14) days) upon becoming aware of them, the
details of any judgment or order of a court, arbitral tribunal or other tribunal or any order
or sanction of any governmental or other regulatory body which is made against any
Group Member and which is reasonably likely to have a Material Adverse Effect;
(d)promptly, if any Group Member or any of their Subsidiaries or joint ventures or any of their
respective directors, officers or employees, becomes a Prohibited Person;
(e)promptly, following the making of any amendment to any Constitutional Documents of the
Borrower, a notification of the details of such amendment together with complete copies
of each amended Constitutional Document; and
(f)promptly on request, such further information regarding the financial condition, assets and
operations of any Group Member or other financial information as any Finance Party
through the Facility Agent may reasonably request, provided that the Borrower shall not
be required to disclose any information pursuant to this paragraph (f) if (and only to the
extent that) disclosure of such information would be in breach of applicable law or the
rules of any stock exchange on which the Borrower is listed.
6.Information relating to the Permitted Reorganisation and the WTIVs
The Borrower will notify the Facility Agent promptly:
(a)with material updates on the status and progress of:
(i)the Permitted Reorganisation; and
(ii)the construction of the WTIVs and the delivery of the same (including the
anticipated delivery date and the actual delivery date),
provided that the Borrower shall not be required to provide such updates where such
disclosure would be contrary to any law or regulation or the rules of any stock exchange
on which the Borrower is listed;
(b)upon becoming aware of:
(i)any damage to any WTIV where the cost of the resulting repairs may exceed
€10,000,000;
(ii)any occurrence which may result in a WTIV becoming a total loss; and
(iii)any arrest or detention of a WTIV or any exercise or purported exercise of a lien or
other material claim on a WTIV; and
(c)upon becoming aware of:
(i)any Spill which would reasonably be expected to result in a material Environmental
Claim against or in respect of the Borrower or, to the extent the Borrower is aware,
a WTIV; and
(ii)any material Environmental Claim being made against or in respect of the Borrower
and/or a WTIV and of any Environmental Incident or breach of Environmental and
Social Standards which is likely to give rise to such a claim and, to the extent the
Borrower is aware of the same, will keep the Facility Agent regularly and promptly
informed in reasonable detail of the nature of, and response to, any such
Environmental Incident or breach of Environmental and Social Standards and the
defence to any such claim.
7.Notification of Default
(a)Each Obligor shall notify the Facility Agent of any Default, full details of the same and the
steps, if any, being taken or that it is proposing to take to remedy it promptly upon any
Obligor becoming aware of its occurrence (unless that Obligor is aware that a notification
has already been provided by another Obligor).
(b)Where the Facility Agent reasonably suspects that a Default has occurred, the Borrower
shall promptly on request by the Facility Agent supply to the Facility Agent a certificate
signed by two of its directors or authorised signatories on its behalf certifying that no
Default is continuing (or if a Default is continuing, specifying the Default and the steps, if
any, being taken or that it is proposing to take to remedy it).
8."Know your customer" checks
(a)If:
(i)the introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this Agreement;
(ii)any change in the status of an Obligor (or of a Holding Company of an Obligor)
after the date of this Agreement; or
(iii)a proposed assignment or transfer by a Lender of any of its rights under this
Agreement to a party that is not already a Lender prior to such assignment; or
(iv)any internal requirements of a Finance Party to conduct “know your customer”
checks on a regular basis,
obliges any Finance Party (or, in the case of paragraph (iii) above, any prospective new
Lender) to comply with "know your customer" or similar identification procedures in
circumstances where the necessary information is not already available to it, the Borrower
shall promptly upon the request of the applicable Finance Party supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the
Facility Agent (for itself or on behalf of any Finance Party) or any Lender (for itself or, in
the case of the event described in paragraph (iii) above, on behalf of any prospective new
Lender) in order for the Facility Agent, such Finance Party or, in the case of the event
described in paragraph (iii) above, any prospective new Lender to carry out and be
satisfied it has complied with all necessary "know your customer" or other similar checks
under all applicable laws and regulations pursuant to the transactions contemplated in the
Finance Documents.
(b)Each Finance Party shall, promptly upon the request of the Facility Agent, supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Facility Agent (for itself) in order for it to carry out and be satisfied it has
complied with all necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the Finance
Documents.
(c)The Original Borrower shall, by not less than 10 Business Days' prior written notice to the
Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its
intention to request that a Group Member becomes an Additional Obligor pursuant to
Clause 28 (Changes to the Obligors).
(d)Following the giving of any notice pursuant to paragraph (c) above, if the accession of
such Additional Obligor obliges the Facility Agent or any Lender to comply with "know
your customer" or similar identification procedures in circumstances where the necessary
information is not already available to it, the Company shall promptly upon the request of
the Facility Agent or any Lender supply, or procure the supply of, such documentation and
other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of
any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order
for the Facility Agent or such Lender or any prospective new Lender to carry out and be
satisfied it has complied with all necessary "know your customer" or other similar checks
under all applicable laws and regulations pursuant to the accession of such Group
Member to this Agreement as an Additional Obligor.
9.Green loan reporting
The Borrower shall supply (or shall procure that UK ListCo supplies) to the Facility Agent (in
sufficient copies for all the Lenders, if the Facility Agent so requests), no later than 120 days
after the end of each Financial Year:
(a)a copy of the Sustainability Report for that Financial Year; and
(b)a copy of the Green Loan Compliance Certificate.
10.Forward-looking forecasts
(a)If at any time:
(i)Cadeler A/S, Cadeler UK or any Group Member (as applicable) enters into any new
Charterer Agreements for any ship wholly and directly owned by Cadeler A/S,
Cadeler UK or any Group Member; or
(ii)Cadeler A/S, Cadeler UK or any Group Member terminates any Charterer
Agreements for any ship wholly and directly owned by Cadeler A/S, Cadeler UK or
any Group Member,
in each case that could reasonably be expected to materially affect the Borrower’s
cashflows or which results in any material change in the aggregate amounts due to be
received by Cadeler A/S or Cadeler UK under the Charterer Agreements then the
Borrower shall, promptly and by no later than 30 days following the date of such entry or
termination (as applicable), deliver to the Facility Agent:
(iii)updated financial projections and forward-looking forecasts taking into account
such entry or termination; and
(iv)calculations based on such updated financial projections showing how such entry
or termination (as applicable) would affect the financial covenants set out in clause
22.2 (Financial Condition) during the next 24 (twenty-four) month period; and
where the Facility Agent (acting on the instructions of the Majority Lenders) determines
that financial covenants set out in clause 22.2 (Financial Condition) would not be satisfied
as a result of such disposal being made, then the Borrower shall be required to prepay
the Loan in accordance with clause 7.3 (Mandatory prepayment – Forward-looking
forecasts).
11.Information relating to Sanctions etc.
(a)The Borrower will notify the Facility Agent promptly upon becoming aware of:
(i)Any criminal investigations or proceedings which are current, threatened or
pending against any Group Member or their respective Related Parties in respect
of Sanctions.  Any such notification shall specify the nature of the action or
proceeding and any steps that the relevant Group Member proposes to take in
respect of the same.  In this paragraph (a), "Related Party" means, at the relevant
time, any person who serves (or has within the past 12 months served) as a
director or management of any Group Member; and
(ii)any Group Member at any time obtains information in relation to any violation or
potential violation of any of the provisions of Clauses 24.1 (Sanctions) and 24.2
(Anti-corruption law).
(b)If the Facility Agent notifies the Borrower of its concern that there has been a violation of
any of the provisions of Clauses 24.1 (Sanctions) and 24.2 (Anti-corruption law), the
Borrower and the Obligors shall:
(i)cooperate in good faith with the Facility Agent and its representatives in
determining whether such a violation has occurred, including obtaining legal
opinions, authorisation and disclosure letters from Authorities, carrying out
additional due diligence and investigative reports;
(ii)respond promptly and in reasonable detail to any notice from the Facility Agent;
and
(iii)furnish documentary support for such response upon the Facility Agent’s request.
20Banking (Exposure Limits) Rules
(a)Each Obligor acknowledges that the Banking (Exposure Limits) Rules) (Cap. 155S) and
regulations in respect thereof in Hong Kong have imposed on The Hongkong and
Shanghai Banking Corporation Limited, Singapore Branch certain limitations on advances
to persons related or connected to the HSBC Group. By entering into this Agreement,
each Obligor agrees that:
(i)it shall, to the best of its knowledge, advise The Hongkong and Shanghai Banking
Corporation Limited, Singapore Branch in writing if it is in any way related or
connected to the HSBC Group; and
(ii)if it becomes aware that it is so related or connected at any time after the date of
this Agreement, that it shall immediately advise The Hongkong and Shanghai
Banking Corporation Limited, Singapore Branch in writing,
and, in each case, in the absence of such advice, The Hongkong and Shanghai Banking
Corporation Limited, Singapore Branch will assume that the Borrower is not so related or
connected.
(b)The Obligors may refer to Schedule 8 (Banking (Exposure Limits) Rules) for an
explanation of when it may be considered related or connected to the HSBC Group for
the purposes hereof.
21Financial covenants
Each Obligor undertakes that this clause 22 will be complied with throughout the Facility Period.
1.Financial definitions
In this clause 22:
Cash and Cash Equivalents means, at any relevant time:
(a)cash in hand or held with any bank,
(b)Cash Equivalent Investments;
(c)any undrawn and available amounts under any committed revolving and overdraft credit
facilities; and
(d)any other instrument, security or investment approved by the Majority Lenders,
which is free from any Security Interest (with the exception of any Security Interest over any
bank account which does not result in such bank account being blocked outside of an event of
default) and/or restrictions and to which any Group Member is beneficially entitled at that time
and which are readily available to Group Members and capable of being applied against
Financial Indebtedness, as demonstrated by the then most recent Financial Statements.
Cash Equivalent Investments means at any time:
(a)certificates of deposit maturing within one year after the relevant date of calculation and
issued by an Acceptable Bank;
(b)any investment in marketable debt obligations issued or guaranteed by the government of
the United States of America, the United Kingdom, any member state of the European
Economic Area or any Participating Member State or by an instrumentality or agency of
any of them having an equivalent credit rating, maturing within one year after the relevant
date of calculation and not convertible or exchangeable to any other security;
(c)commercial paper not convertible or exchangeable to any other security:
(i)for which a recognised trading market exists;
(ii)issued by an issuer incorporated in the United States of America, the United
Kingdom, any member state of the European Economic Area or any Participating
Member State;
(iii)which matures within one year after the relevant date of calculation; and
(iii)which has a credit rating of either A-1 or higher by Standard & Poor's Rating
Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's
Investors Service Limited, or, if no rating is available in respect of the commercial
paper, the issuer of which has, in respect of its long-term unsecured and non-
credit enhanced debt obligations, an equivalent rating;
(d)any investment in money market funds which:
(i)have a credit rating of either A-1 or higher by Standard & Poor's Rating Services or
F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service
Limited; and
(ii)invest substantially all their assets in securities of the types described in
paragraphs (a) to (c) above, to the extent that investment can be turned into cash
on not more than 30 days' notice; or
(e)any stocks payable in a freely convertible and transferable currency and which are listed
on a stock exchange acceptable to the Majority Lenders.
Equity means, at any time and in relation to a Relevant Period, the aggregate book value of the
total equity of the Group (on a consolidated basis) in the then most recent Financial Statements
relevant to such Relevant Period.
Equity Ratio means, at any relevant time and in relation to a Relevant Period, the ratio of (a)
the Equity to (b) Total Assets.
Financial Statements means any of the Annual Financial Statements and/or the Semi-Annual
Financial Statements referred to and defined as such in clause 19 (Information undertakings).
Gross Interest Bearing Debt means, at any relevant time, the interest bearing debt of the
Group calculated on a consolidated basis as set out in the most recent Financial Statements.
Net Interest Bearing Debt means, at any relevant time and in respect of a Relevant Period, the
Gross Interest Bearing Debt minus Cash and Cash Equivalents, each as set out in the then
most recent Financial Statements relevant to such Relevant Period.
Relevant Period means each period of twelve (12) Months ending on or about the last day of
the Financial Year and each period of twelve (12) Months ending on or about the last day of
each half-yearly period.
Ships means, on the relevant Test Date, each ship wholly and directly owned by a Group
Member.
Test Date means the last day of each Relevant Period, provided that the first Test Date shall be
31 December 2025.
Total Assets means, at any time and in relation to any Relevant Period, the aggregate of “total
assets” of the Group as shown (on the basis of book values) in the then most recent Financial
Statements relevant to such Relevant Period.
2.Financial Condition
(a)Cadeler A/S (up to the Share Exchange Completion) and UK ListCo (on and from the
Share Exchange Completion) shall ensure that, on each Test Date:
(i)Equity Ratio: at all times during and in respect of each Relevant Period, the Equity
Ratio shall be higher than 0.35:1.0;
(ii)Liquidity: the Group (on a consolidated basis) maintains at all times Cash and
Cash Equivalents which are not less than:
(A)if at any relevant time the ratio of (1) the total forward-looking anticipated
cash revenues of the Group from all legally binding and committed contracts
for all the Ships for a Relevant Period (as the same is calculated by the
Borrower to the satisfaction of the Facility Agent) to (2) Net Interest Bearing
Debt for the same Relevant Period is equal to or higher than 50%, the higher
of €35,000,000 and 5% of the Gross Interest Bearing Debt; and
(B)at all other times, the higher of €50,000,000 and 7.5% of the Gross Interest
Bearing Debt; and
(iii)Fair Market Value: the aggregate of (i) Cash and Cash Equivalents (including any
Cash and Cash Equivalents that may be subject to any Security Interest and/or
restrictions but excluding any undrawn and available amounts under any committed
revolving and overdraft credit facilities set out in paragraph (c) of the definition of
Cash and Cash Equivalents) and (ii) the Fair Market Value of the Ships is more
than 140% of the Gross Interest Bearing Debt of the Group (calculated on a
consolidated basis); and
(b)Debt Service: The Borrower shall ensure that, on each Test Date the Debt Service
Coverage Ratio in respect of the Borrower for the Relevant Period ending on such Test
Date shall be more than 2:1, provided that where the Debt Service Coverage Ratio for
any Test Date is not more than 2:1, then clause 7.4 (Mandatory prepayment – Debt
Service Coverage Ratio) shall apply.
3.Financial testing
The financial covenants set out in clause 22.2 (Financial Condition) shall be calculated:
(a)in accordance with GAAP and tested every six (6) Months, on each Test Date, by
reference to each of the financial statements of Cadeler A/S or UK ListCo (as applicable)
delivered pursuant to clause 20.1 (Financial statements) and each Compliance Certificate
delivered pursuant to clause 20.2 (Provision and contents of Compliance Certificate); and
(b)on a twelve (12) month rolling basis.
22General Undertakings
Each Obligor undertakes that this clause 23 will be complied with (by and in respect of itself
and, where specified below, each other Group Member) throughout the Facility Period.
1.Use of proceeds
The Borrower shall use the proceeds of the Utilisation exclusively for the purposes specified in
clause 3 (Purpose).
2.Authorisations
Each Obligor shall promptly:
(a)obtain, comply with and do all that is necessary to maintain in full force and effect;
(b)supply copies to the Facility Agent of; and
(c)at all times comply with the material requirements of:
any Authorisation required under any law or regulation of a Relevant Jurisdiction to enable it to
perform its obligations under the Finance Documents to which it is a party and to ensure the
legality, validity, enforceability or admissibility in evidence of any Finance Document.
3.Compliance with laws
(a)Each Obligor shall comply in all respects with all laws, regulations and codes (including
Environmental Laws and any Authorisations obtained under them) to which it may be
subject, if failure to so comply would materially impair its ability to perform its obligations
under the Finance Documents to which it is a party.
(b)Environmental Laws (and any consents, licences or approvals obtained under them)
applicable to the Group or the assets of the Group will not be violated in a way which
might have a Material Adverse Effect.
4.Tax compliance
Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time
period allowed without incurring penalties which, in aggregate, would have Material Adverse
Effect, save in respect of any taxes and dues which are disputed in good faith by it and in
respect of which adequate reserves with respect thereto have been established.
5.Pari passu ranking
Each Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a
party rank and continue to rank at least pari passu with the claims of all of its other present and
future unsecured and unsubordinated payment obligations, except for obligations mandatorily
preferred by law applying to companies generally.
23Negative Undertakings
Each Obligor undertakes that this clause 24 will be complied with (by and in respect of itself
and, where applicable, each other Group Member) throughout the Facility Period.
1.Sanctions
(a)No Obligor shall directly or indirectly, use or permit to be used or authorise any other
person to use, lend make payments of, contribute or otherwise make available all or any
part of the proceeds of the Facility or other transactions contemplated by this Agreement,
to fund any trade business or other activities involving or for the benefit of any Prohibited
Person or in any country or territory that at the time of such funding is the subject of
Sanctions, or in any other manner that would reasonably be expected to result in a
violation of Sanctions by an Obligor or any Finance Parties or in any such party becoming
a Prohibited Person.
(b)No Obligor shall use any funds identified as derived from any activity in a Sanctioned
Country or dealing with any Prohibited Person or entity which is listed on a Sanctions List
or any other transactions which would be prohibited by Sanctions or would otherwise
cause any Finance Party to be in breach of Sanctions, for the purpose of discharging
amounts owing to the Finance Parties in respect of the Finance Documents.
(c)No Obligor shall (and shall use reasonable endeavours to ensure that no Group Member
shall) violate Sanctions applicable to it or a Finance Party.
(d)Each Obligor shall promptly notify the Lenders if it is informed of or it becomes aware of
any transaction in connection with the proceeds of the Facility that may cause any of the
Lenders to, whether directly or indirectly, breach Sanctions applicable to them.
2.Anti-corruption law
(a)The Borrower shall not directly or indirectly use the proceeds of the Facility for any
purpose which would breach the UK Bribery Act 2010, the United States Foreign Corrupt
Practices Act of 1977 or any other Money Laundering Laws in other jurisdictions.
(b)Each Obligor shall (and shall ensure that each other Group Member and any of their
respective Subsidiaries, directors, officers and employees will):
(i)conduct its businesses in compliance with applicable anti-corruption laws and anti-
money laundering laws;
(ii)maintain policies and procedures designed to promote and achieve compliance
with such laws; and
(iii)not use the proceeds of the Facility for the purpose of financing any payments that
could constitute a violation of any applicable anti-corruption laws or anti-money
laundering laws.
3.Intentionally Deleted
4.Negative pledge
(a)The Borrower, Cadeler A/S (after it resigns as Original Borrower) and Cadeler UK shall
not grant or allow to exist any Security Interest over any of its assets.
(b)In this Agreement, Quasi-Security means an arrangement or transaction described in
paragraph (c) below.
(c)Without prejudice to clauses 24.5 (Loans and Guarantees and Financial Indebtedness),
the Borrower, Cadeler A/S (after it resigns as Original Borrower) and Cadeler UK shall
not:
(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or
may be leased to, or re-acquired by any other Group Member;
(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii)enter into or permit to subsist any title retention arrangement;
(iv)enter  into or permit to subsist any arrangement under which money or the benefit
of a bank or other account may be applied, set-off or made subject to a
combination of accounts; or
(v)enter into any other preferential arrangement having a similar effect,
in circumstances where the arrangement or transaction is entered into primarily as a
method of raising Financial Indebtedness or of financing the acquisition of an asset.
(d)Clauses 24.4(a)and 24.4(c) shall not apply to any Security Interest or (as the case may
be) Quasi-Security listed below:
(i)any netting or set-off arrangement entered into by the Borrower, Cadeler A/S (after
it resigns as Original Borrower) or Cadeler UK in the ordinary course of its banking
arrangements for the purpose of netting debit and credit balances;
(ii)any payment or close out netting or set-off arrangement pursuant to any hedging
transaction entered into by the Borrower, Cadeler A/S (after it resigns as Original
Borrower) or Cadeler UK for the purpose of:
(A)hedging any risk to which the Borrower, Cadeler A/S (after it resigns as
Original Borrower) or Cadeler UK is exposed in its ordinary course of trading;
or
(B)its interest rate or currency management operations which are carried out in
the ordinary course of business and for non-speculative purposes only,
excluding, in each case, any Security Interest or Quasi-Security under a credit
support arrangement in relation to a hedging transaction;
(iii)any lien arising by operation of law and in the ordinary course of trading provided
that the debt which is secured thereby is paid when due (taking into account any
grace period for making such payment available under the applicable contract or
under applicable law (if and as applicable)) or contested in good faith by
appropriate proceedings and properly provisioned;
(iv)any Security Interest or Quasi-Security over or affecting any asset acquired by the
Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK after
the date of this Agreement if:
(A)the Security Interest or Quasi-Security was not created in contemplation of
the acquisition of that asset by the Borrower, Cadeler A/S (after it resigns as
Original Borrower) or Cadeler UK as the case may be;
(B)the principal amount secured has not been increased in contemplation of or
since the acquisition of that asset by the Borrower, Cadeler A/S (after it
resigns as Original Borrower) or Cadeler UK as the case may be; and
(C)the Security Interest or Quasi-Security is removed or discharged within 3
months of the date of acquisition of such asset;
(v)any Security Interest or Quasi-Security arising under any retention of title, hire
purchase or conditional sale arrangement or arrangements having similar effect in
respect of goods supplied to the Borrower, Cadeler A/S (after it resigns as Original
Borrower) or Cadeler UK in the ordinary course of trading and on the supplier's
standard or usual terms and not arising as a result of any default or omission by the
Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK as the
case may be; and
(vi)any Security Interest or Quasi-Security securing indebtedness the aggregate
outstanding principal amount of which does not exceed USD 5,000,000 (or its
equivalent in other currencies) at any time.
(e)Clauses 24.4(a) and 24.4(c) shall not apply to any Security Interest over any vessel, any
earnings, insurance, Charterer Agreements or any other contracts or charter
arrangements in respect of a vessel, any shares in a Subsidiary or any other Security
Interest required by any financier in respect of any secured Permitted Financial
Indebtedness, provided that (i) such Security Interest is granted by the Borrower, Cadeler
A/S (after it resigns as Original Borrower) or Cadeler UK in respect of Permitted Financial
Indebtedness that is not of a ”Holdco nature” (being loans which are not secured by a
mortgage over any of the Group’s vessels) and (ii) the Borrower, Cadeler A/S (after it
resigns as Original Borrower) and Cadeler UK are in compliance with clause 24.5 (Loans
and Guarantees and Financial Indebtedness) at all times.
5.Loans and Guarantees and Financial Indebtedness
(a)Save as permitted under paragraph (c) and (d) below, the Borrower, Cadeler A/S (after it
resigns as Original Borrower) and Cadeler UK shall not:
(i)grant any loans or credit except in the ordinary course of business; or
(ii)give any guarantee or indemnity to or for the benefit of any person other than
guarantees constituting Permitted Financial Indebtedness.
(b)Subject to the terms of this clause 24.5, the Borrower, Cadeler A/S (after it resigns as
Original Borrower) and Cadeler UK shall not incur or allow to remain outstanding any
Financial Indebtedness other than Permitted Financial Indebtedness.
(c)The Borrower, Cadeler A/S (after it resigns as Original Borrower) and Cadeler UK shall
not incur any Permitted Financial Indebtedness set out in paragraph (e) of the definition of
Permitted Financial Indebtedness unless the Borrower has, by no later than ten (10)
Business Days prior to the proposed incurrence or advance of such Permitted Financial
Indebtedness, delivered to the Facility Agent the following information in the same format
as the sample attached at Schedule 12 (Corporate Model – Example Forecast and
Covenants Compliance Information) to this Agreement:
(i)updated financial projections and forward-looking forecasts taking into account the
incurrence or advance of such Financial Indebtedness provided that such financial
projections and forward-looking forecasts were arrived at after careful consideration
on the basis of the assumptions and methodology applied by the Original Borrower
in connection with the delivery of its Annual Financial Statements and Compliance
Certificates (to the extent appropriate); and
(ii)calculations based on such updated financial projections showing how such
Financial Indebtedness would affect the financial covenants set out in clause 22.2
(Financial Condition) during the next 24 (twenty-four) month period; and
where the information delivered shows that the financial covenants set out in clause 22.2
(Financial Condition) would not be satisfied as a result of such Financial Indebtedness
being incurred or advanced, then the Borrower, Cadeler A/S (after it resigns as Original
Borrower) or Cadeler UK as the case may be shall only be permitted to incur such
Financial Indebtedness subject to the Borrower prepaying the Loan in accordance with
clause 7.3 (Mandatory prepayment – Forward-looking forecasts).
(d)Clause 24.5(a) to (c) shall not apply to:
(i)any guarantee issued by the Borrower, Cadeler A/S (after it resigns as Original
Borrower) or Cadeler UK as the case may be that is in relation to the performance
by another Group Member of its obligations under the Charterer Agreements and
any guarantee issued by the Borrower, Cadeler A/S (after it resigns as Original
Borrower) or Cadeler UK as the case may be that is in relation to any other
obligations of another Group Member, provided such guarantees are not in relation
to any Financial Indebtedness of any Group Member and are usually issued by
companies engaged in offshore wind turbine installation;
(ii)other than where permitted under paragraph (d)(i) above, any guarantees issued
by the Borrower, Cadeler A/S (after it resigns as Original Borrower) or Cadeler UK
as the case may be where the aggregate amount guaranteed pursuant to such
guarantees does not exceed US$2,000,000;
(iii)any trade credit granted by the Borrower, Cadeler A/S (after it resigns as Original
Borrower) or Cadeler UK as the case may be to any of its customers on normal
commercial terms and in the ordinary course of its trading activities; and
(iv)any grant of loans or credit to any Group Member as set out in paragraph (c) of the
definition of Permitted Financial Indebtedness provided that such loans or credit
shall be subject to the Borrower ensuring that where the Borrower is required to
make prepayments under clause 7.3 (Mandatory prepayment – Forward-looking
forecasts), then any amount of such loans or credits that are not required to be
utilised by such Group Member shall be transferred back to the Borrower and
included as Cash Sweep Proceeds (as such term is defined in clause 7.3
(Mandatory prepayment – Forward-looking forecasts)).
6.Distributions and other payments
Neither Cadeler A/S (until the Share Exchange Completion) nor UK ListCo (on and from the
Share Exchange Completion) shall:
(a)declare or pay (including by way of set-off, combination of accounts or otherwise) any
dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee
or other distribution) (whether in cash or in kind) on or in respect of its share capital (or
any class of its share capital) or any warrants for the time being in issue;
(b)repay or distribute any dividend or share premium reserve;
(c)pay:
(i)any management, advisory or other fee (other than fees or commission agreed on
an arms’ length basis to be payable to any shareholder in respect of any guarantee
in respect of any newbuilding Ships contracted by any member of the Group; and
(ii)any other fees (provided that the aggregate amount of such other fees shall not
exceed US$2,500,000 at any time) to or to the order of any of its shareholders
holding more than 10% of the voting rights in Cadeler A/S (until the Share
Exchange Completion) or UK ListCo (on and from the Share Exchange
Completion);
(d)redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so;
or
(e)make any payment (including by way of set-off, combination of accounts or otherwise) by
way of interest, or repayment, redemption, purchase or other payment, in respect of any
shareholder loan, loan stock or similar instrument,
except where:
(i)such payment is made after the First Repayment Date;
(ii)no Default has occurred and is continuing;
(iii)the ratio of the Group Net Debt to Consolidated EBITDA, at the time of such
payment does not exceed 2.75:1 and would also not exceed 2.75:1 if calculated on
a pro forma basis after giving effect to such payment; and
(iv)the aggregate of any dividends or distributions paid or repaid is not greater than
50% of the Group’s consolidated net profit for the immediately preceding Financial
Year and, if calculated on a pro forma basis, following such payment or repayment,
there will not be a breach of clause 22 (Financial covenants) for the next 12
calendar months.
7.Merger and Permitted Reorganisation
(a)Subject to paragraphs (b) and (e) below, and except as approved by all the Lenders, no
Obligor shall enter into any amalgamation, demerger, merger, consolidation,
redomiciliation, legal migration or corporate reconstruction.
(b)Cadeler A/S (and each relevant Group Member) may enter into the Permitted
Reorganisation provided that UK ListCo has or will, with effect from the Share Exchange
Completion, become an Additional Guarantor in accordance with the terms of clause 28.4
(Additional Guarantor) and the Borrower has delivered the documents and evidence of
the type referred to in Schedule 2 , Part 2 (Conditions precedent) in respect of such
Additional Guarantor.
(c)In the event of application of paragraph (b) above, forthwith following the Facility Agent’s
request:
(i)the Obligors will enter into such documents documenting such variations and
arrangements, as may be requested by the Facility Agent (acting on the
instructions of the Majority Lenders); and
(ii)the Obligors will deliver to the Facility Agent such documents and evidence of the
type referred to in Schedule 2, Part 2 (Conditions precedent) in relation to the
documents referred to in paragraph (i) above as may be requested by the Facility
Agent (acting on the instructions of the Majority Lenders),
in each case, in a form and substance satisfactory to the Facility Agent and at the cost
and expense of the Borrower.
(d)The Borrower shall procure that the Permitted Reorganisation is completed in an
approved manner within 6 months of the Share Exchange Completion
(e)In the case of UK ListCo only, UK ListCo may enter into an amalgamation, demerger,
merger, consolidation, redomiciliation, legal migration or corporate reconstruction if:
(i)it is to be the surviving entity of such action;
(ii)such action does not and would not be reasonably likely to cause a Material
Adverse Effect;
(iii)satisfactory “know your customers” checks by the Lenders have been completed;
and
(iv)no Default exists at the time of such action or would result from the same.
8.Change of business
(a)Except as approved, no substantial change will be made to the general nature of the
business of the Obligors from that carried on at the date of this Agreement.
(b)The Original Borrower and/or Cadeler UK shall remain the direct counterpart under the
Charterer Agreements.
9.Disposals
The Borrower shall not (and shall ensure that none of its Subsidiaries shall) enter into a single
transaction or a series of transactions, whether related or not and whether voluntarily or
involuntarily, to sell, lease, transfer or otherwise dispose of any Ship except for any of the
following disposals (so long as they are not prohibited by any other provision of the Finance
Documents and provided that no disposal of a Ship shall occur through the sale of the shares of
any Subsidiaries of the Borrower):
(a)any chartering of Ships pursuant to Charterer Agreements;
(b)any disposal of Ships between Group Members; and
(c)the disposal of any Ship, provided the Borrower has, by no later than ten (10) Business
Days prior to the proposed disposal, delivered to the Facility Agent (in each case, in a
form agreed between the Borrower and the Facility Agent (acting on the instructions of the
Majority Lenders) or in such other form that is in form and substance satisfactory to the
Facility Agent (acting on the instructions of the Majority Lenders)):
(i)updated financial projections and forward-looking forecasts taking into account
such disposal; and
(ii)calculations based on such updated financial projections showing how such
disposal would affect the financial covenants set out in clause 22.2 (Financial
Condition) during the next 24 (twenty-four) month period; and
where the Facility Agent (acting on the instructions of the Majority Lenders) determines
based on such forecasts and calculations that financial covenants set out in clause 22.2
(Financial Condition) would not be satisfied as a result of such disposal being made, then
the Borrower shall only be permitted to make such disposal subject to the Borrower
prepaying the Loan in accordance with clause 7.3 (Mandatory prepayment – Forward-
looking forecast).
10.Earnings
(a)To the extent that any Charterer Agreement is entered into by Cadeler UK and not the
Original Borrower, Cadeler UK shall ensure that any net charter earnings paid or payable
to it under such Charterer Agreement shall be upstreamed to the Borrower (including to
the Borrower’s cash pool account) to assist the Borrower to pay the amounts due and
owing under this Agreement.
(b)To the extent that Cadeler A/S has ceased to be a Borrower under this Agreement,
Cadeler A/S shall ensure that any net charter earnings paid or payable to it under any
Charterer Agreement shall be upstreamed to the Additional Borrower (including to the
Additional Borrower’s cash pool account) to assist the Additional Borrower to pay the
amounts due and owing under this Agreement.
24Consequences of breach of green loan provisions
1.Consequences of breach of green loan provisions
(a)If any of the following events occur:
(i)any representation, warranty or statement made or given or deemed to be made or
given by the Borrower contained in clause 19.25 (Green Loan Criteria) is or proves
to have been incorrect or misleading in any material respect when made or
deemed to be made;
(ii)the Borrower fails to comply with the Green Loan Criteria and/or Green Loan
Principles;
(iii)the Borrower fails to comply with any of the provisions referred to in clause 20.9
(Green loan reporting);
(iv)following any changes or amendments to the Green Loan Principles which
materially conflicts with the Green Financing Framework, the Borrower does not
promptly amend the Green Financing Framework to align with the updated Green
Loan Principles; or
(v)the Borrower itself notifies the Facility Agent in writing that the Loans should not be
classified as a Green Loan
(each a Declassification Event),
the Borrower shall notify the Facility Agent (other than in the case of paragraph (a)(iv)
above) in writing no later than 10 Business Days after such event and each outstanding
Loan shall, with immediate effect, be de-classified by the Facility Agent as a “Green Loan”
or as otherwise "Green". The Facility Agent shall notify the Borrower of any de-
classification pursuant to this clause.
(b)From the date on which a Declassification Event occurs in accordance with paragraph (a)
above, the Borrower shall as soon as reasonably practicable and in any event within 10
Business Days of the Borrower becoming aware of a Declassification Event:
(i)cease representing in all internal and external communications, announcements,
marketing or publications that the Loan (or the relevant part thereof) is a “Green
Loan” or is otherwise "Green"; and
(ii)ensure that all materials, announcements, publications and information it publishes
relating to the Facility after such date no longer refers to it as a “Green Loan” or is
otherwise "Green".
(c)The Parties hereby acknowledge and agree that a Declassification Event does not
constitute a Default or Event of Default, and the Borrower shall not bear any liability to the
Finance Parties as a result of the occurrence of a Declassification Event.
25Events of Default
Provided that the Facility Agent (acting on the instructions of the Majority Lenders) has provided
the Borrower with a Default Notice, each of the events or circumstances set out in this clause 26
(except clause 26.16 (Acceleration)) is an Event of Default.
1.Non-payment
An Obligor does not pay on the due date any amount payable pursuant to a Finance Document
to which it is a party at the place at and in the currency in which it is expressed to be payable,
unless:
(a)its failure to pay is caused by:
(i)administrative or technical error; or
(ii)a Disruption Event; and
(b)payment is made within five (5) Business Days of its due date.
2.Financial covenant
The financial covenants set out in clause 22.2 (Financial Condition) (other than clause 22.2(b))
is not met on any Test Date.
3.Other obligations
(a)Subject to paragraph (b) below, an Obligor does not comply with any provision of the
Finance Documents other than those referred to in clauses  26.1 (Non-payment), 26.2
(Financial covenant), 26.14 (Sanctions) and clause 24.1 (Consequences of breach of
green loan provisions)).
(b)No Event of Default under paragraph (a) above will occur if the failure to comply is
capable of remedy and the failure is remedied within thirty (30) days of the earlier of (A)
the Facility Agent giving notice to the Borrower and (B) the Borrower becoming aware of
the failure to comply.
4.Misrepresentation
(a)Subject to paragraph (b) below, any representation or statement made or deemed to be
made by an Obligor in the Finance Documents or any other document delivered by or on
behalf of an Obligor under or in connection with any Finance Document is incorrect or
misleading in any material respect when made or deemed to be made.
(a)No Event of Default under paragraph (a) above will occur if the circumstances giving rise
to the misrepresentation are capable of remedy and are remedied within fifteen (15)
Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B)
the Borrower becoming aware of such misrepresentation.
5.Cross default
(a)Any Financial Indebtedness of any member of the Group is not paid when due or within
any originally applicable grace period.
(b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise
becomes due and payable prior to its specified maturity as a result of an event of default
(however described).
(c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled
or suspended by a creditor of that person as a result of an event of default (however
described).
(d)Any creditor of any member of the Group becomes entitled to declare any Financial
Indebtedness of that person due and payable prior to its specified maturity as a result of
an event of default (however described).
(e)No Event of Default will occur under paragraphs (a) to (d) above if the aggregate amount
of Financial Indebtedness or commitment for Financial Indebtedness falling within
paragraphs (a) to (d) above is less than €10,000,000 (or its equivalent in any other
currency or currencies).
6.Insolvency
(a)Any Obligor or any Material Subsidiary:
(i)is unable or admits inability to pay its debts as they fall due;
(ii)is presumed to be unable or admits inability to pay its debts as they fall due;
(iii)is deemed to, or is declared to, be unable to pay its debts;
(iv)suspends or threatens to suspend making payments on any of its debts; or
(v)by reason of actual or anticipated financial difficulties, commences negotiations
with one or more of its creditors (excluding any Finance Party in its capacity as
such) with a view to rescheduling any of its indebtedness.
(b)The value of the assets of any Obligor or any Material Subsidiary is less than its liabilities
(taking into account contingent and prospective liabilities).
(c)A moratorium is declared in respect of any indebtedness of any Obligor or any Material
Subsidiary.  If a moratorium occurs, the ending of the moratorium will not remedy any
Event of Default caused by that moratorium.
7.Insolvency proceedings
(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(i)the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, provisional supervision, administration or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any
Material Subsidiary;
(ii)a composition, compromise, assignment or arrangement with any creditor of any
Obligor or any Material Subsidiary;
(iii)the appointment of a liquidator, receiver, administrative receiver, administrator,
compulsory manager, provisional supervisor or other similar officer in respect of
any Obligor or any Material Subsidiary (or any of its assets); or
(iv)enforcement of any Security Interest over any assets any Obligor or any Material
Subsidiary having an aggregate value of more than €10,000,000 (or its equivalent
in another currency or currencies),
or any analogous procedure or step is taken in any jurisdiction.
(b)Paragraph (a) above shall not apply to any winding-up petition which is frivolous or
vexatious and is discharged, stayed or dismissed within thirty (30) days of
commencement or, if earlier, the date on which it is advertised.
8.Creditors’ process
(a)Any expropriation, attachment, sequestration, distress, execution or any other analogous
process or enforcement action affects any asset of any Obligor or any Material Subsidiary
having an aggregate value of more than €10,000,000 (or its equivalent in another
currency or currencies) and is not discharged within thirty (30) days (or, if shorter, the
relevant statutorily prescribed time period) where such proceedings are not stayed or
subject to appeal.
(b)Any judgment or order for an amount in excess of €10,000,000 is made against any
Obligor and is not stayed, discharged or complied with within thirty (30) days.
9.Cessation of business
Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or
a material part of its business.
10.Repudiation and rescission of Finance Documents
Any Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance
Document or evidences an intention to rescind or repudiate a Finance Document.
11.Litigation
Either:
(a)any litigation, alternative dispute resolution, arbitration or administrative, governmental,
regulatory or other investigations, proceedings or disputes are commenced or threatened;
or
(b)any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction
of any governmental or other regulatory body is made,
in relation to any Finance Document or the transactions contemplated in the Finance
Documents or against any Obligor or any of its assets, rights or revenues which is reasonably
likely to have a Material Adverse Effect.
12.Material Adverse Effect
Any event or circumstance (including any change of law) occurs which has, or is reasonably
likely to have, a Material Adverse Effect.
13.Unlawfulness
(a)It is or becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents.
(b)Any Finance Document ceases to be in full force and effect or ceases to be legal, valid,
binding, enforceable or effective or is alleged by a party to it (other than a Finance Party)
to be ineffective for any reason.
14.Sanctions
The Obligors do not comply with any provision of clauses 24.1 (Sanctions) or 24.2 (Anti-
corruption law).
15.UK ListCo
UK ListCo has not acceded to this Agreement as an Additional Guarantor by the date of the
Share Exchange Completion, further to the provisions of clause 28.4 (Additional Guarantor).
16.Acceleration
On and at any time after the occurrence of an Event of Default which is continuing and provided
that a Default Notice has been delivered by the Facility Agent to the Borrower, the Facility Agent
may, and shall if so directed by the Majority Lenders, by notice to the Borrower:
(a)cancel the Total Commitments at which time they shall immediately be cancelled;
(b)declare that all or part of the Loan, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents be immediately due and payable,
at which time they shall become immediately due and payable; and/or
declare that all or part of the Loan be payable on demand, at which time it shall immediately
become payable on demand by the Facility Agent.
Section 9 -  Changes to Parties
26Changes to the Lenders
1.Assignments and transfers by the Lenders
Subject to this clause 27, a Lender (the Existing Lender) may assign any of its rights or transfer
any of its rights and obligations under any Finance Document to another bank or financial
institution or to an insurer, reinsurer or other entity which is regularly engaged in or established
for the purpose of making, purchasing or investing in loans, securities or other financial assets
(the New Lender).
2.Borrower consent
(a)Provided that the Facility Agent notifies the Borrower of any proposed assignment or
transfer by a Lender fifteen (15) days prior to the Transfer Date, the consent of the
Borrower is not required for such assignment or transfer.
(b)The Facility Agent will advise the Borrower of any such assignment or transfer in
accordance with clause 27.7 (Copy of Transfer Certificate to Borrower).
3.Other conditions of assignment or transfer
(a)An assignment or transfer will only be effective:
(i)on receipt by the Facility Agent of written confirmation from the New Lender (in
form and substance satisfactory to the Facility Agent) that the New Lender will
assume the same obligations to the Borrower and the other Finance Parties as it
would have been under if it had been an Original Lender;
(ii)on the performance by the Facility Agent of all necessary “know your customer” or
similar checks under all applicable laws and regulations relating to any person that
the Facility Agent (in its own capacity only, and not on behalf of another Finance
Party) is required to carry out in relation to such assignment or transfer to a New
Lender; and
(iii)if that Existing Lender assigns equal fractions of its Commitment and participation
in the Loan and each Utilisation (if any) under the Facility.
(b)Each New Lender, by executing the relevant Transfer Certificate, confirms, for the
avoidance of doubt, that the Facility Agent has authority to execute on its behalf any
amendment or waiver that has been approved by or on behalf of the requisite Lender or
Lenders in accordance with the Finance Documents on or prior to the date on which the
transfer or assignment becomes effective in accordance with the Finance Documents and
that it is bound by that decision to the same extent as the Existing Lender would have
been had it remained a Lender.
4.Fees
The New Lender or the Existing Lender shall, on the date upon which an assignment or transfer
takes effect, pay to the Facility Agent (for its own account) a fee of $5,000.
5.Limitation of responsibility of Existing Lenders
(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:
(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance
Documents or any other documents;
(ii)the financial condition of the Borrower;
(iii)the performance and observance by the Borrower or any other person of its
obligations under the Finance Documents or any other documents;
(iv)the application of any Basel II Regulation or Basel III Regulation to the transactions
contemplated by the Finance Documents; or
(v)the accuracy of any statements (whether written or oral) made in or in connection
with any Finance Document or any other document,
and any representations or warranties implied by law are excluded.
(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i)has made (and shall continue to make) its own independent investigation and
assessment of:
(A)the financial condition and affairs of the Borrower and their related entities in
connection with its participation in this Agreement; and
(B)the application of any Basel II Regulation or Basel III Regulation to the
transactions contemplated by the Finance Documents;
and has not relied exclusively on any information provided to it by the Existing
Lender or any other Finance Party in connection with any Finance Document;
(ii)will continue to make its own independent appraisal of the application of any Basel
II Regulation or Basel III Regulation to the transactions contemplated by the
Finance Documents; and
(iii)will continue to make its own independent appraisal of the creditworthiness of e the
Borrower and its related entities whilst any amount is or may be outstanding under
the Finance Documents or any Commitment is in force.
(c)Nothing in any Finance Document obliges an Existing Lender to:
(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and
obligations assigned or transferred under this clause 27; or
(ii)support any losses directly or indirectly incurred by the New Lender by reason of
the non-performance by the Borrower of its obligations under any Finance
Document or by reason of the application of any Basel II Regulation to the
transactions contemplated by the Finance Documents or otherwise.
6.Procedure available for assignment or transfer
(a)Subject to the conditions set out in clause 27.3 (Other conditions of assignment or
transfer) an assignment or transfer may be effected in accordance with paragraph (c)
below when:
(i)the Facility Agent executes an otherwise duly completed Transfer Certificate; and
(ii)the Facility Agent executes any document required under paragraph (a) of clause
27.3 (Other conditions of assignment or transfer) which may be necessary for it to
execute in each case delivered to it by the Existing Lender and the New Lender
duly executed by them and, in the case of any such other document, any other
relevant person. 
The Facility Agent shall, subject to paragraph (b) below, as soon as practicable after
receipt by it of a Transfer Certificate and any such other document each duly completed,
appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate and such
other document.
(b)The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by
the Existing Lender and the New Lender once it is satisfied it has complied with all
necessary “know your customer” or other similar checks under all applicable laws and
regulations in relation to the assignment or transfer to such New Lender.
(c)On the Transfer Date:
(i)to the extent that in the Transfer Certificate the Existing Lender seeks to be
released from its obligations under the Finance Documents, the Existing Lender
shall be released from further obligations towards the Borrower and the other
Finance Parties under the Finance Documents and rights of the Borrower and the
other Finance Parties against the Existing Lender under the Finance Documents
shall be cancelled (being the Discharged Rights Obligations) (but the obligations
owed by the Borrower under the Finance Documents shall not be released);
(ii)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its
rights and obligations under this Agreement the Borrower and the Existing Lender
shall be released from further obligations towards one another under this
Agreement and their respective rights against one another under this Agreement
shall be cancelled (being the Discharged Rights and Obligations);
(iii)in the case of an assignment pursuant to paragraph (i) above, the New Lender
shall assume obligations towards the Borrower and the other Finance Parties shall
acquire rights against the New Lender which differ from the Discharged Rights and
Obligations only insofar as the New Lender has assumed and/or the Borrower and
the other Finance Parties acquired the same in place of the Existing Lender;
(iv)in the case of a transfer pursuant to paragraph (ii) above, the Borrower who are a
Party and the New Lender shall assume obligations towards one another and/or
acquire rights against one another which differ from the Discharged Rights and
Obligations only insofar as the Borrower and the New Lender have assumed and/or
acquired the same in place of the Borrower and the Existing Lender;
(v)the other Finance Parties and the New Lender shall acquire the same rights and
assume the same obligations between themselves as they would have acquired
and assumed had the New Lender been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the transfer and to that extent
the Existing Lender and the other Finance Parties shall each be released from
further obligations to each other under the Finance Documents; and
(vi)the New Lender shall become a Party to the Finance Documents as a "Lender" for
the purposes of all the Finance Documents.
(d)Lenders may utilise procedures other than those set out in this clause 27.6 to assign or
transfer their rights under the Finance Documents (but not, without the consent of the
Borrower or unless in accordance with this clause 27.6 to obtain a release by the
Borrower from the obligations owed to the Borrower by the Lenders nor the assumption of
equivalent obligations by a New Lender) provided that they comply with the conditions set
out in clause 27.2 (Borrower consent) and clause 27.3 (Other conditions of assignment or
transfer).
7.Copy of Transfer Certificate to Borrower
The Facility Agent shall, as soon as practicable after it has executed a Transfer Certificate and
any other document required under paragraph (b) of clause 27.3 (Other conditions of
assignment or transfer), send an electronic copy of that Transfer Certificate and such other
documents to the Borrower.
8.Security over Lenders’ rights
(a)In addition to the other rights provided to Lenders under this clause 27, each Lender may
without consulting with or obtaining consent from the Borrower, at any time charge, assign
or otherwise create a Security Interest in or over (whether by way of collateral or
otherwise) all or any of its rights under any Finance Document to secure obligations of
that Lender including, without limitation:
(i)any charge, assignment, pledge or other Security Interest to secure obligations to a
federal reserve or central bank (including, for the avoidance of doubt, the European
Central Bank) including, without limitation, any assignment of rights to a special
purpose vehicle where a Security Interest over securities issued by such special
purpose vehicle is to be created in favour of a federal reserve or central bank
(including, for the avoidance of doubt, the European Central Bank); and
(ii)any charge, pledge, assignment or other Security Interest granted to any holders
(or trustee or representatives of holders) of obligations owed, or securities issued,
by that Lender as security for those obligations or securities,
except that no such charge, assignment, pledge or other Security Interest shall:
(A)release a Lender from any of its obligations under the Finance Documents or
substitute the beneficiary of the relevant charge, assignment, pledge or other
Security Interest for the Lender as a party to any of the Finance Documents;
or
(B)require any payments to be made by the Borrower other than or in excess of,
or grant to any person any more extensive rights than, those required to be
made or granted to the relevant Lender under the Finance Documents.
(b)The limitations on assignments or transfers by a Lender set out in any Finance
Document, in particular in clauses 27.1 (Assignments and transfers by the Lenders), 27.2
(Borrower consent) and 27.3 (Other conditions of assignment or transfer) shall not apply
to the creation of Security pursuant to paragraph (a) above.
(c)The limitations and provisions referred to in paragraph (b) above shall further not apply to
any assignment or transfer of rights under the Finance Documents or of the securities
issued by the special purpose vehicle, made by a federal reserve or central bank
(including, for the avoidance of doubt, the European Central Bank) to a third party in
connection with the enforcement of Security created pursuant to paragraph (a) above.
(d)Any Lender may disclose such Confidential Information as that Lender shall consider
appropriate to a federal reserve or central bank (including, for the avoidance of doubt, the
European Central Bank) to (or through) whom it creates a Security Interest pursuant to
paragraph (a) above, and any federal reserve or central bank (including, for the
avoidance of doubt, the European Central Bank) may disclose such Confidential
Information to a third party to whom it assigns or transfers (or may potentially assign or
transfer) rights under the Finance Documents or the securities issued by the special
purpose vehicle in connection with the enforcement of such Security Interest.
27Changes to the Obligors
1.Assignments and transfer by Obligors
No Obligor may assign any of its rights or transfer any of its rights or obligations under the
Finance Documents unless approved or expressly permitted under the Finance Documents.
2.Additional Borrower
(a)Following the Share Exchange Completion, the Original Borrower may require that
Cadeler Holdings Limited becomes an Additional Borrower, simultaneously with the
resignation of the Original Borrower if:
(i)the Original Borrower delivers to the Facility Agent a duly completed Deed of
Accession executed by it and Cadeler Holdings Limited;
(ii)evidence, satisfactory to all Lenders, has been provided showing the completion of
the Share Exchange Completion and the Permitted Reorganisation has or will
occur;
(iii)each Obligor has provided a certificate, signed by a director, certifying that each
document and other evidence provided by it under Schedule 2 (Conditions
precedent) remains true, correct and complete and in full force and effect;
(iv)the Original Borrower confirms that no Default is continuing or would occur as a
result of Cadeler Holdings Limited becoming an Additional Borrower;
(v)the Original Borrower has provided a Resignation Letter in accordance with clause
28.3 (Resignation of the Original Borrower);
(vi)all "know your customer" or similar identification procedures under all laws and
regulations applicable to the Finance Parties have been satisfied with respect to
Cadeler Holdings Limited; and
(vii)the Facility Agent has received all of the documents and other evidence listed in
Part 2 of Schedule 2  (Conditions precedent) in relation to that Additional Borrower,
each in form and substance satisfactory to the Facility Agent.
(b)The Facility Agent shall notify the Obligors and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it) all the documents and other
evidence listed above.
(c)Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the
contrary before the Facility Agent gives the notification described in paragraph (vii) above,
the Lenders authorise (but do not require) the Facility Agent to give that notification.  The
Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result
of giving any such notification.
3.Resignation of the Original Borrower
(a)Following the completion of: (i) the Share Exchange Completion, (ii) the Permitted
Reorganisation, (iii) Cadeler Holdings Limited becoming an Additional Borrower (in
accordance with clause 28.2 (Additional Borrower) above) simultaneously with the
resignation of the Original Borrower and (iv) UK ListCo becoming an Additional Guarantor
(in accordance with clause 28.4 (Additional Guarantor)),  Cadeler A/S in its capacity as
Original Borrower may request that it ceases to be a Borrower by delivering to the Facility
Agent a Resignation Letter.
(b)The Facility Agent shall accept a Resignation Letter and notify the Obligor and the
Lenders of its acceptance if:
(i)no Default is continuing or would result from the acceptance of the Resignation
Letter (and the Original Borrower and the Additional Borrower has confirmed this is
the case); and
(ii)the Original Borrower is under no actual or contingent obligations as a Borrower
under any Finance Documents,
(c)whereupon the Original Borrower shall cease to be a Borrower and shall, in that
capacity,  have no further rights or obligations under the Finance Documents.
4.Additional Guarantor
(a)With effect on or before the Share Exchange Completion, UK ListCo shall become an
Additional Guarantor provided that:
(i)the Original Borrower delivers to the Facility Agent a duly completed Deed of
Accession executed by it and UK ListCo;
(ii)all "know your customer" or similar identification procedures under all laws and
regulations applicable to the Finance Parties have been satisfied with respect to
Cadeler Holdings Limited; and
(iii)the Facility Agent has received all of the documents and other evidence listed in
Part 2 of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor,
each in form and substance satisfactory to the Facility Agent.
(b)The Facility Agent shall notify the Obligors and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it) all the documents and other
evidence listed in Part 2 of Schedule 2  (Conditions precedent).
(c)Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the
contrary before the Facility Agent gives the notification described in paragraph (b) above,
the Lenders authorise (but do not require) the Facility Agent to give that notification.  The
Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result
of giving any such notification.
5.Repetition of Representations
Delivery of a Deed of Accession constitutes confirmation by the relevant Additional Obligor that
the Repeating Representations are true and correct in relation to it as at the date of delivery as if
made by reference to the facts and circumstances then existing.
Section 10 -  The Finance Parties
28Roles of Facility Agent, Mandated Lead Arrangers and Green Loan Co-
ordinator
1.Appointment of Facility Agent
Each other Finance Party (other than the Facility Agent) appoints the Facility Agent to act as its
agent under and in connection with the Finance Documents.
2.Authorisation of Facility Agent
Each of the Finance Parties authorises the Facility Agent:
(a)to perform the duties, obligations and responsibilities and to exercise the rights, powers,
authorities and discretions specifically given to the Facility Agent under or in connection
with the Finance Documents together with any other incidental rights, powers, authorities
and discretions; and
(b)to execute all other documents that may be approved for execution by it.
3.Instructions to Facility Agent
(a)The Facility Agent shall:
(i)subject to paragraphs (d) and (e) below, exercise or refrain from exercising any
right, power, authority or discretion vested in it as Facility Agent in accordance with
any instructions given to it by:
(A)all Lenders if the relevant Finance Document stipulates the matter is an all
Lender decision; and
(B)in all other cases, the Majority Lenders; and
(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in
accordance with paragraph (i) above (or, if the relevant Finance Document
stipulates the matter is a decision for any other Finance Party or group of Finance
Parties, in accordance with instructions given to it by that Finance Party or group of
Finance Parties).
(b)The Facility Agent shall be entitled to request instructions, or clarification of any
instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the
matter is a decision for any other Finance Party or group of Finance Parties, from that
Finance Party or group of Finance Parties) as to whether, and in what manner, it should
exercise or refrain from exercising any right, power, authority or discretion and the Facility
Agent may refrain from acting unless and until it receives those instructions or that
clarification.
(c)Save in the case of decisions stipulated to be a matter for any other Finance Party or
group of Finance Parties under the relevant Finance Document and, unless a contrary
indication appears in a Finance Document, any instructions given to the Facility Agent by
the Majority Lenders shall override any conflicting instructions given by any other Parties
and will be binding on all Finance Parties.
(d)Paragraph (a) above shall not apply:
(i)where a contrary indication appears in a Finance Document;
(ii)where a Finance Document requires the Facility Agent to act in a specified manner
or to take a specified action;
(iii)in respect of any provision which protects the Facility Agent’s own position in its
personal capacity as opposed to its role of the Facility Agent for the Finance Parties
including, without limitation, clauses 29.8 (No duty to account) to clause 29.13
(Exclusion of liability), clause 29.17 (Confidentiality) to clause 29.22 (Reliance and
engagement letters).
(e)If giving effect to instructions given by any other Finance Party or group of Finance
Parties would (in the Facility Agent’s opinion) have an effect equivalent to an amendment
or waiver which is subject to clause 38 (Amendments and waivers), the Facility Agent
shall not act in accordance with those instructions unless consent to it so acting is
obtained from each Party (other than itself) whose consent would have been required in
respect of that amendment or waiver.
(f)The Facility Agent shall act on the instructions of a Lender provided in connection with
any split of its Commitment under clause 38.5 (Split voting) and shall not be liable for any
act (or omission) if it acts (or refrains from acting) in accordance with such instructions.
(g)The Facility Agent may refrain from acting in accordance with any instructions of any
other Finance Party or group of Finance Parties until it has received any indemnification
and/or security that it may in its discretion require (which may be greater in extent than
that contained in the Finance Documents and which may include payment in advance) for
any cost, loss or liability (together with any applicable VAT) which it may incur in
complying with those instructions.
(h)In the absence of instructions, the Facility Agent may act (or refrain from acting) as it
considers to be appropriate.
4.Legal or arbitration proceedings
The Facility Agent is not authorised to act on behalf of another Finance Party (without first
obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any
Finance Document. 
5.Duties of the Facility Agent
(a)The Facility Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.
(b)Subject to paragraph (c) below, the Facility Agent shall as soon as practicable forward to
a Party the original or a copy of any document which is delivered to the Facility Agent for
that Party by any other Party.
(c)Without prejudice to clause 27.7 (Copy of Transfer Certificate to Borrower), paragraph (b)
above shall not apply to any Transfer Certificate.
(d)The Facility Agent is not obliged to verify any signature, review or check the adequacy,
accuracy or completeness of any document it forwards to another Party.
(e)If the Facility Agent receives notice from a Party referring to this Agreement, describing a
Default and stating that the circumstance described is a Default, it shall as soon as
practicable notify the other Finance Parties.
(f)If the Facility Agent is aware of the non-payment of any principal, interest, commitment
fee or other fee payable to a Finance Party (other than the Facility Agent, the Mandated
Lead Arrangers or the Green Loan Co-ordinator for their own account) under this
Agreement, it shall as soon as practicable notify the other Finance Parties.
(g)The Facility Agent shall provide to the Borrower, within three (3) Business Days of a
request by the Borrower (but no more frequently than once per calendar month), a list
(which may be in electronic form) setting out the names of the Lenders as at the date of
that request, their respective Commitments and the address (and the department or
officer, if any, for whose attention any communication is to be made) of each Lender for
any communication to be made or document to be delivered under or in connection with
the Finance Documents, the electronic mail address and/or any other information required
to enable the sending and receipt of information by electronic mail or other electronic
means to and by each Lender to whom any communication under or in connection with
the Finance Documents may be made by that means and the account details of each
Lender for any payment to be distributed by the Facility Agent to that Lender under the
Finance Documents.
(h)The Facility Agent shall have only those duties, obligations and responsibilities expressly
specified in the Finance Documents to which it is expressed to be a party (and no others
shall be implied).
6.Role of the Mandated Lead Arrangers
Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have
no obligations of any kind to any other Party under or in connection with any Finance Document
or the transactions contemplated by the Finance Documents.
7.No fiduciary duties
Nothing in any Finance Document constitutes the Facility Agent, the Green Loan Co-ordinator or
the Mandated Lead Arrangers as a trustee or fiduciary of any other person.
8.No duty to account
None of the Facility Agent, the Green Loan Co-ordinator or the Mandated Lead Arrangers shall
be bound to account to any other Finance Party for any sum or the profit element of any sum
received by it for its own account.
9.Business with the Group
The Facility Agent, the Green Loan Co-ordinator and the Mandated Lead Arrangers may accept
deposits from, lend money to and generally engage in any kind of banking or other business
with the Borrower or other Group Member or their Affiliates.
10.Rights and discretions of the Facility Agent
(a)The Facility Agent may:
(i)rely on any representation, communication, notice or document believed by it to be
genuine, correct and appropriately authorised and shall have no duty to verify the
signature on any document;
(ii)assume that:
(A)any instructions received by it from the Majority Lenders, any Lenders or
other Finance Parties or any group of Lenders or other Finance Parties are
duly given in accordance with the terms of the Finance Documents; and
(B)unless it has received notice of revocation, that those instructions have not
been revoked; and
(iii)rely on a certificate from any person:
(A)as to any matter of fact or circumstance which might reasonably be expected
to be within the knowledge of that person; or
(B)to the effect that such person approves of any particular dealing, transaction,
step, action or thing,
as sufficient evidence that that is the case and, in the case of paragraph (A) above,
may assume the truth and accuracy of that certificate.
(b)The Facility Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the other Finance Parties) that:
(i)no Default has occurred (unless it has actual knowledge of a Default arising under
clause 26.1 (Non-payment));
(ii)any right, power, authority or discretion vested in any Party or any group of Finance
Parties has not been exercised; and
(iii)any notice or request made by the Borrower (other than the Utilisation Request) is
made on behalf of and with the consent and knowledge of all the Borrower.
(c)The Facility Agent may engage and pay for the advice or services of any lawyers,
accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or
other professional advisers or experts.
(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the
Facility Agent may at any time engage and pay for the services of any lawyers to act as
independent counsel to it (and so separate from any lawyers instructed by the Lenders or
any other Finance Party) if it, in its reasonable opinion, deems this to be desirable.
(e)The Facility Agent may rely on the advice or services of any lawyers, accountants, tax
advisers, insurance consultants, ship managers, valuers, surveyors or other professional
advisers or experts (whether obtained by it or by any other Party) and shall not be liable
for any damages, costs or losses to any person, any diminution in value or any liability
whatsoever arising as a result of its so relying.
(f)The Facility Agent may act in relation to the Finance Documents through its officers,
employees and agents and shall not:
(i)be liable for any error of judgment made by any such person; or
(ii)be bound to supervise, or be in any way responsible for any loss incurred by
reason of misconduct, omission or default on the part, of any such person,
unless such error or such loss was directly caused by the Facility Agent’s fraud, gross
negligence or wilful misconduct.
(g)Unless any Finance Document expressly specifies otherwise, the Facility Agent may
disclose to any other Party any information it reasonably believes it has received as agent
or security trustee under this Agreement.
(h)Notwithstanding any other provision of any Finance Document to the contrary, none of the
Facility Agent nor the Green Loan Co-ordinator is obliged to do or omit to do anything if it
would or might in its reasonable opinion constitute a breach of any law or regulation or a
breach of a fiduciary duty or duty of confidentiality.
(i)Notwithstanding any provision of any Finance Document to the contrary, neither the
Facility Agent nor the Mandated Lead Arrangers are obliged to expend or risk its own
funds or otherwise incur any financial liability in the performance of its duties, obligations
or responsibilities or the exercise of any right, power, authority or discretion if it has
grounds for believing the repayment of such funds or adequate indemnity against, or
security for, such risk or liability is not reasonably assured to it.
(j)None of the Facility Agent, the Mandated Lead Arrangers nor the Green Loan Co-
ordinator shall be obliged to request any certificate, opinion or other information under
clause 20 (Information undertakings) unless so required in writing by a Lender, in which
case the Facility Agent shall as soon as practicable make the appropriate request of the
Borrower if such request would be in accordance with the terms of this Agreement.
(k)Nothing in this Agreement shall require the Facility Agent to carry on an activity of the kind
specified by any provision of Part I of Schedule 2 of the Securities and Futures Act
(Chapter 289 of Singapore), or to lend money to the Borrower in its capacity as Facility
Agent.
(l)The Facility Agent shall be entitled to deal with money paid to it by any person for the
purposes of this Agreement in the same manner as other money paid to a banker by its
customers except that it shall not be liable to account to any person for any interest (save
where expressly agreed) or other amounts in respect of the money.
(m)The fees, commissions and expenses payable to the Facility Agent for services rendered
and the performance of its obligations under this Agreement shall not be abated by any
remuneration or other amounts or profits receivable by the Facility Agent (or by any of its
associates) in connection with any transaction effected by the Facility Agent with or for the
Lenders or the Borrower.
11.Responsibility for documentation and other matters
None of the Facility Agent, the Green Loan Co-ordinator or a Mandated Lead Arranger is
responsible or liable for:
(a)the adequacy, accuracy or completeness of any information (whether oral or written)
supplied by the Facility Agent, the Green Loan Co-ordinator, the Mandated Lead
Arrangers, any Obligor or any other person in or in connection with any Finance
Document or the transactions contemplated in the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document;
(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;
(c)the application of any Basel II Regulation or Basel III Regulation to the transactions
contemplated by the Finance Documents;
(d)the failure of an Obligor or any other party to perform its obligations under any Finance
Document or the financial condition of any such person;
(e)any other beneficiary failing to perform or discharge any of its duties or obligations under
any Finance Document; or
(f)any determination as to whether any information provided or to be provided to any
Finance Party is non-public information the use of which may be regulated or prohibited
by any applicable law or regulation relating to insider dealing or otherwise.
12.No duty to monitor
The Facility Agent shall not be bound to enquire:
(a)whether or not any Default has occurred;
(b)as to the performance, default or any breach by any Party or any Obligor of its obligations
under any Finance Document; or
(c)whether any other event specified in any Finance Document has occurred.
13.Exclusion of liability
(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any
Finance Document excluding or limiting the liability of the Facility Agent), the Facility
Agent, will not be liable for:
(i)any damages, costs or losses to any person, any diminution in value, or any liability
whatsoever arising as a result of taking or not taking any action under or in
connection with any Finance Document, unless directly caused by its fraud, gross
negligence or wilful misconduct;
(ii)exercising, or not exercising, any right, power, authority or discretion given to it by,
or in connection with, any Finance Document or any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in
connection with, any Finance Document unless directly caused by its fraud, gross
negligence or wilful misconduct;
(iii)without prejudice to the generality of paragraphs (i) and (ii) above, any damages,
costs, losses, any diminution in value or any liability whatsoever (including, without
limitation, for negligence or any other category of liability whatsoever but not
including any claim based on the fraud of the Facility Agent) arising as a result of:
(A)any act, event or circumstance not reasonably within its control; or
(B)the general risks of investment in, or the holding of assets in, any jurisdiction,
including (in each case and without limitation) such damages, costs, losses,
diminution in value or liability arising as a result of: nationalisation, expropriation or
other governmental actions; any regulation, currency restriction, devaluation or
fluctuation; market conditions affecting the execution or settlement of transactions
or the value of assets (including any Disruption Event), breakdown, failure or
malfunction of any third party transport, telecommunications, computer services or
systems; natural disasters or acts of God; war, terrorism, insurrection or revolution;
or strikes or industrial action.
(b)No Party (other than the Facility Agent) may take any proceedings against any officer,
employee or agent of the Facility Agent in respect of any claim it might have against the
Facility Agent or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Finance Document and any officer, employee or agent of the
Facility Agent may rely on this clause subject to clause 1.4 (Third party rights) and the
provisions of the Third Parties Act.
(c)The Facility Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid by
it if it has taken all necessary steps as soon as practicable to comply with the regulations
or operating procedures of any recognised clearing or settlement system used by it for
that purpose.
(d)Nothing in any Finance Document shall oblige the Facility Agent, the Mandated Lead
Arrangers or the Green Loan Co-ordinator to carry out
(i)any “know your customer” or other checks in relation to any person; or
(ii)any check on the extent to which any transaction contemplated by any of the
Finance Documents might be unlawful for any Finance Party or for any Affiliate of
any Finance Party or for any Affiliate of any Finance Party,
on behalf of any other Finance Party and each other Finance Party confirms to the Facility
Agent, the Mandated Lead Arrangers and the Green Loan Co-ordinator that it is solely
responsible for any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Facility Agent, the Mandated Lead
Arrangers or the Green Loan Co-ordinator.
(e)Without prejudice to any provision of any Finance Document excluding or limiting the
liability of the Facility Agent, any liability of the Facility Agent arising under or in
connection with any Finance Document shall be limited to the amount of actual loss which
has been finally judicially determined to have been suffered (as determined by reference
to the date of default of the Facility Agent or, if later, the date on which the loss arises as a
result of such default) but without reference to any special conditions or circumstances
known to the Facility Agent at any time which increase the amount of that loss.  In no
event shall the Facility Agent be liable for any loss of profits, goodwill, reputation,
business opportunity or anticipated saving, or for special, punitive, indirect or
consequential damages, whether or not the Facility Agent has been advised of the
possibility of such loss or damages. The provisions of this clause shall survive the
termination or expiry of this Agreement or the resignation or removal of the Facility Agent.
The provisions of this clause shall survive the termination or expiry of this Agreement or
the resignation or removal of the Facility Agent.
(f)Each indemnity given by a Party under or in connection with a Finance Document is a
continuing obligation, independent of the party’s other obligations under or in connection
with that or any other Finance Document and survives after that Finance Document is
terminated.  It is not necessary for a Finance Party to pay any amount or incur any
expense before enforcing an indemnity under or in connection with this Agreement or any
other Finance Document.
14.Lenders’ indemnity to the Facility Agent
(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to
their being reduced to zero) indemnify the Facility Agent, within three Business Days of
demand, against any Losses (including, without limitation, for negligence or any other
category of liability whatsoever) incurred by any of them (otherwise than by reason of the
relevant Facility Agent’s fraud, gross negligence or wilful misconduct) (or, in the
circumstances contemplated pursuant to clause 32.12 (Disruption to payment systems
etc.) notwithstanding the Facility Agent’s negligence, gross negligence, or any other
category of liability whatsoever but not including any claim based on the fraud of the
Facility Agent) in acting as Facility Agent, or exercising any authority conferred under, the
Finance Documents (unless the Facility Agent has been reimbursed by the Borrower
pursuant to a Finance Document).
(b)Subject to paragraph (c) below, the Borrower shall promptly on demand reimburse any
Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a)
above.
(c)Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of
which the Lender claims reimbursement relates to a liability of the Facility Agent to the
Borrower.
15.Resignation of the Facility Agent
(a)The Facility Agent may resign and appoint one of its Affiliates as successor by giving
notice to the other Finance Parties and the Borrower.
(b)Alternatively the Facility Agent may resign by giving 30 days’ notice to the other Finance
Parties and the Borrower, in which case the Majority Lenders may appoint a successor
Facility Agent.
(c)If the Majority Lenders have not appointed a successor Facility Agent in accordance with
paragraph (b) above within 20 days after notice of resignation was given, the retiring
Facility Agent (after consultation with the Borrower) may appoint a successor Facility
Agent.
(d)The retiring Facility Agent shall make available to the successor Facility Agent such
documents and records and provide such assistance as the successor Facility Agent may
reasonably request for the purposes of performing its functions as Facility Agent under
the Finance Documents. The Borrower shall, within five (5) Business Days of demand,
reimburse the retiring Facility Agent for the amount of all costs and expenses (including
legal fees) (together with any applicable VAT) properly incurred by it in making available
such documents and records and providing such assistance.
(e)The Facility Agent’s resignation notice shall only take effect upon the appointment of a
successor.
(f)Upon the appointment of a successor, the retiring Facility Agent shall be discharged from
any further obligation in respect of the Finance Documents (other than its obligations
under paragraph (d) above) but shall remain entitled to the benefit of clauses 15.3
(Indemnity to the Facility Agent) and this clause 29 (and any agency or other fees for the
account of the retiring Facility Agent in its capacity as such shall cease to accrue from
(and shall be payable on) that date).  Any successor and each of the other Parties shall
have the same rights and obligations amongst themselves as they would have had if that
successor had been an original Party.
16.Replacement of the Facility Agent
(a)After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice
to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any
shorter notice determined by the Majority Lenders) replace the Facility Agent by
appointing a successor Facility Agent.
(b)The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at
the expense of the Lenders) make available to the successor Facility Agent such
documents and records and provide such assistance as the successor Facility Agent may
reasonably request for the purposes of performing its functions as Facility Agent under
the Finance Documents.
(c)The appointment of the successor Facility Agent shall take effect on the date specified in
the notice from the Majority Lenders to the retiring Facility Agent.  As from this date, the
retiring Facility Agent shall be discharged from any further obligation in respect of the
Finance Documents (other than its obligations under paragraph (b) above) but shall
remain entitled to the benefit of clause 15.3 ((Indemnity to the Facility Agent) and this
clause 29 (and any agency fees for the account of the retiring Facility Agent shall cease to
accrue from (and shall be payable on) that date).
(d)Any successor Facility Agent and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an
original Party.
17.Confidentiality
(a)In acting as agent or trustee for the Finance Parties, the Facility Agent shall be regarded
as acting through its agency, trustee or other division or department directly responsible
for the management of the Finance Documents which shall be treated as a separate
entity from any other of its divisions or departments.
(b)If information is received by another division or department of the legal person which is
the Facility Agent, it may be treated as confidential to that division or department and the
Facility Agent shall not be deemed to have notice of it.
(c)Notwithstanding any other provision of any Finance Document to the contrary, none of the
Facility Agent, the Mandated Lead Arrangers nor the Green Loan Co-ordinator is obliged
to disclose to any other person (i) any confidential information or (ii) any other information
if the disclosure would, or might in its reasonable opinion, constitute a breach of any law
or regulation or a breach of a fiduciary duty.
18.Facility Agent’s relationship with the Lenders
The Facility Agent may treat the person shown in its records as Lender at the opening of
business (in the place of the Facility Agent’s principal office as notified to the Finance Parties
from time to time) as the Lender acting through its Facility Office:
(a)entitled to or liable for any payment due under any Finance Document on that day; and
(b)entitled to receive and act upon any notice, request, document or communication or make
any decision or determination under any Finance Document made or delivered on that
day,
unless it has received not less than five Business Days prior notice from that Lender to the
contrary in accordance with the terms of this Agreement.
19.Information from the Finance Parties
Each Finance Party shall supply the Facility Agent with any information that the Facility Agent
may reasonably specify as being necessary or desirable to enable the Facility Agent to perform
its functions as Facility Agent.
20.Credit appraisal by the Finance Parties
Without affecting the responsibility of the Borrower for information supplied by it or on its behalf
in connection with any Finance Document, each other Finance Party confirms to the Facility
Agent, the Mandated Lead Arrangers and the Green Loan Co-ordinator that it has been, and will
continue to be, solely responsible for making its own independent appraisal and investigation of
all risks arising under or in connection with any Finance Document including but not limited to:
(a)the financial condition, status and nature of the Borrower and other Group Member;
(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document
and any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;
(c)the application of any Basel II Regulation or Basel III Regulation to the transactions
contemplated by the Finance Documents;
(d)whether that Finance Party has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; and
(e)the adequacy, accuracy or completeness of any information provided by the Facility
Agent, the Green Loan Co-ordinator, the Mandated Lead Arrangers or any other Party or
by any other person under or in connection with any Finance Document, the transactions
contemplated by any Finance Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with
any Finance Document.
21.Deduction from amounts payable by the Facility Agent
If any Party owes an amount to the Facility Agent under the Finance Documents the Facility
Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from
any payment to that Party which the Facility Agent would otherwise be obliged to make under
the Finance Documents and apply the amount deducted in or towards satisfaction of the amount
owed.  For the purposes of the Finance Documents that Party shall be regarded as having
received any amount so deducted.
22.Reliance and engagement letters
Each of the Facility Agent, the Mandated Lead Arrangers and the Green Loan Co-ordinator are
hereby authorised by the other Finance Parties to enter into any reliance letter or engagement
letter relating to any valuations, reports, opinions or letters or advice or assistance provided by
lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or
other professional advisers or experts in connection with the Finance Documents or the
transactions contemplated in the Finance Documents on such terms as it may consider
appropriate (including, without limitation, restrictions on the lawyer’s, accountant’s, tax adviser’s,
insurance consultant’s, ship manager’s, valuer’s, surveyor’s or other professional adviser’s or
expert’s liability and the extent to which their valuations, reports, opinions or letters may be
relied on or disclosed).
29Conduct of business by the Finance Parties
1.Finance Parties tax affairs
No provision of this Agreement will:
(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in
whatever manner it thinks fit;
(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment
available to it or the extent, order and manner of any claim; or
(c)oblige any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.
2.Finance Parties acting together
Notwithstanding clause 2.2 (Finance Parties’ rights and obligations), if the Facility Agent makes
a declaration under clause 26.16 (Acceleration) or (acting on the instructions of the Majority
Lenders) notifies the other Finance Parties that it considers it is entitled to make such a
declaration, the Facility Agent shall, in the names of all the Finance Parties, take such action on
behalf of the Finance Parties and conduct such negotiations with the Borrower and generally
administer the Facility in accordance with the wishes of the Majority Lenders.  All the Finance
Parties shall be bound by the provisions of this clause and no Finance Party shall be entitled to
take action independently against the Borrower or any of its assets without the prior consent of
the Majority Lenders.
30Sharing among the Finance Parties
1.Payments to Finance Parties
If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an
Obligor other than in accordance with clause 32 (Payment mechanics) (a Recovered Amount)
and applies that amount to a payment due under the Finance Documents then:
(a)the Recovering Finance Party shall, within three Business Days, notify details of the
receipt or recovery, to the Facility Agent;
(b)the Facility Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the receipt or recovery
been received or made by the Facility Agent and distributed in accordance with clause 32
(Payment mechanics), without taking account of any Tax which would be imposed on the
Facility Agent in relation to the receipt, recovery or distribution; and
(c)the Recovering Finance Party shall, within three Business Days of demand by the Facility
Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt
or recovery less any amount which the Facility Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in accordance with
clause 32.6 (Partial payments).
2.Redistribution of payments
The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor
and distribute it between the Finance Parties (other than the Recovering Finance Party) (the
Sharing Finance Parties) in accordance with clause 32.6 (Partial payments) towards the
obligations of the Borrower to the Sharing Finance Parties.
3.Recovering Finance Party’s rights
On a distribution by the Facility Agent under clause 31.2 (Redistribution of payments) of a
payment received by a Recovering Finance Party from an Obligor, an amount of the Recovered
Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.
4.Reversal of redistribution
If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:
(a)each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility
Agent for the account of that Recovering Finance Party an amount equal to the
appropriate part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any interest on
the Sharing Payment which that Recovering Finance Party is required to pay) (the
Redistributed Amount); and
(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid by the
Borrower.
5.Exceptions
(a)This clause 31 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this clause, have a valid and enforceable claim
against the relevant Obligor.
(b)A Recovering Finance Party is not obliged to share with any other Finance Party any
amount which the Recovering Finance Party has received or recovered as a result of
taking legal or arbitration proceedings, if:
(i)it notified that other Finance Party of the legal or arbitration proceedings;
(ii)the taking legal or arbitration proceedings was in accordance with the terms of this
Agreement; and
that other Finance Party had an opportunity to participate in those legal or arbitration
proceedings but did not do so as soon as reasonably practicable having received notice and did
not take separate legal or arbitration proceedings.
Section 11 -  Administration
31Payment mechanics
1.Payments to the Facility Agent
(a)On each date on which an Obligor or a Lender is required to make a payment under a
Finance Document, that Obligor or Lender shall make the same available to the Facility
Agent (unless a contrary indication appears in a Finance Document) for value on the due
date at the time and in such funds specified by the Facility Agent as being customary at
the time for settlement of transactions in the relevant currency in the place of payment.
(b)Payment shall be made to such account in the principal financial centre of the country of
that currency (or, in relation to euro, in a principal financial centre in such Participating
Member State or London, as specified by the Facility Agent) and with such bank as the
Facility Agent, in each case, specifies.
2.Distributions by the Facility Agent
Each payment received by the Facility Agent under the Finance Documents for another Party
shall, subject to clause 32.3 (Distributions to an Obligor) and clause 32.4 (Clawback and pre-
funding) be made available by the Facility Agent as soon as practicable after receipt to the Party
entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the
account of its Facility Office), to such account as that Party may notify to the Facility Agent by
not less than five Business Days’ notice with a bank specified by that Party in the principal
financial centre of the country of that currency (or, in relation to euro, in the principal financial
centre of a Participating Member State or London, as specified by that Party).
3.Distributions to an Obligor
The Facility Agent may (with the consent of the relevant Obligor or in accordance with clause 33
(Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date
and in the currency and funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.
4.Clawback and pre-funding
(a)Where a sum is to be paid to the Facility Agent under the Finance Documents for another
Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into
or perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.
(b)Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party
and it proves to be the case that the Facility Agent had not actually received that amount,
then the Party to whom that amount (or the proceeds of any related exchange contract)
was paid by the Facility Agent shall on demand refund the same to the Facility Agent
together with interest on that amount from the date of payment to the date of receipt by
the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.
(c)If the Facility Agent makes available amounts for the account of the Borrower before
receiving funds from the Lenders then if and to the extent that the Facility Agent does so
but it proves to be the case that it does not then receive funds from a Lender in respect of
a sum which it paid to the Borrower:
(i)the Facility Agent shall notify the Borrower of that Lender’s identity and the
Borrower shall on demand refund it to the Facility Agent; and
(ii)the Lender by whom those funds should have been made available or, if that
Lender fails to do so, the Borrower, shall on demand pay to the Facility Agent the
amount (as certified by the Facility Agent) which will indemnify the Facility Agent
against any funding cost incurred by it as a result of paying out that sum before
receiving those funds from that Lender.
5.Impaired Agent
(a)If, at any time, the Facility Agent becomes an Impaired Agent, any Obligor or a Lender
which is required to make a payment under the Finance Documents to the Facility Agent
in accordance with clause 32.1 (Payments to the Facility Agent) may instead either:
(i)pay that amount direct to the required recipient(s); or
(ii)if in its absolute discretion it considers that it is not reasonably practicable to pay
that amount direct to the required recipient(s), pay that amount or the relevant part
of that amount to an interest-bearing account held with an Acceptable Bank within
the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation
to which no Insolvency Event has occurred and is continuing, in the name of that
Obligor or the Lender making the payment (the Paying Party) and designated as a
trust account for the benefit of the Party or Parties beneficially entitled to that
payment under the Finance Documents (the Recipient Party or Recipient
Parties).
In each case such payments must be made on the due date for payment under the
Finance Documents.
(b)All interest accrued on the amount standing to the credit of the trust account shall be for
the benefit of the Recipient Party or the Recipient Parties pro rata to their respective
entitlements.
(c)A Party which has made a payment in accordance with this clause 32.5 shall be
discharged of the relevant payment obligation under the Finance Documents and shall
not take any credit risk with respect to the amounts standing to the credit of the trust
account.
(d)Promptly upon the appointment of a successor Facility Agent in accordance with this
Agreement, each Paying Party shall (other than to the extent that that Party has given an
instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with
whom the trust account is held to transfer the amount (together with any accrued interest)
to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient
Parties in accordance with clause 32.2 (Distributions by the Facility Agent).
(e)A Paying Party shall, promptly upon request by a Recipient Party and to the extent:
(i)that it has not given an instruction pursuant to paragraph (d) above; and
(ii)that it has been provided with the necessary information by that Recipient Party,
give all requisite instructions to the bank with whom the trust account is held to transfer
the relevant amount (together with any accrued interest) to that Recipient Party.
6.Partial payments
(a)If the Facility Agent receives a payment for application against amounts due in respect of
any Finance Documents that is insufficient to discharge all the amounts then due and
payable by an Obligor under those Finance Documents, the Facility Agent shall apply that
payment towards the obligations of that Obligor under the Finance Documents in the
following order:
(i)first, in or towards payment pro rata of any unpaid amount owing to the Facility
Agent, the Green Loan Co-ordinator or the Mandated Lead Arrangers for their own
account under those Finance Documents;
(ii)secondly, in or towards payment to the Lenders pro rata of any amount owing to
the Lenders under clause 29.14 (Lenders’ indemnity to the Facility Agent);
(iii)thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee
or commission due but unpaid under those Finance Documents;
(iv)fourthly, in or towards payment to the Lenders pro rata of any principal which is
due but unpaid under those Finance Documents; and
(v)fifthly, in or towards payment pro rata of any other sum due but unpaid under the
Finance Documents.
(b)The Facility Agent shall, if so directed by the Lenders, vary the order set out in
paragraphs (ii) to (v) of paragraph (a) above. 
(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.
7.No set-off by Obligors
All payments to be made by an Obligor under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.
8.Business Days
(a)Any payment under the Finance Documents which is due to be made on a day that is not
a Business Day shall be made on the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not).
(b)During any extension of the due date for payment of any principal or Unpaid Sum under
this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on
the original due date.
9.Currency of account
(a)Subject to paragraphs (b) and (c) below, euros is the currency of account and payment for
any sum due from an Obligor under any Finance Document.
(b)A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest
shall be made in euros on its due date.
(c)Each payment in respect of the amount of any costs, expenses or Taxes or other losses
shall be made in euros and, if they were incurred in a currency other than euros, the
amount payable under the Finance Documents shall be the equivalent in euros of the
relevant amount in such other currency on the date on which it was incurred.
10.Change of currency
(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of that
country, then:
(i)any reference in the Finance Documents to, and any obligations arising under the
Finance Documents in, the currency of that country shall be translated into, or paid
in, the currency or currency unit of that country designated by the Facility Agent
(after consultation with the Borrower); and
(ii)any translation from one currency or currency unit to another shall be at the official
rate of exchange recognised by the central bank for the conversion of that currency
or currency unit into the other, rounded up or down by the Facility Agent (acting
reasonably).
(b)If a change in any currency of a country occurs, this Agreement will, to the extent the
Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be
necessary, be amended to comply with any generally accepted conventions and market
practice in the Relevant Market and otherwise to reflect the change in currency.
11.Amounts paid in error
(a)If the Facility Agent pays an amount to another Party and the Facility Agent notifies that
Party that such payment was an Erroneous Payment then the Party to whom that amount
was paid by the Facility Agent shall on demand refund the same to the Facility Agent.
(b)Neither:
(i)the obligations of any Party to whom the Erroneous Payment was made, to the
Facility Agent; nor
(ii)the remedies of the Facility Agent,
(whether arising under this clause 32.11 or otherwise in respect of an Erroneous Payment
will be affected by any act, omission, matter or thing which, but for this paragraph (b),
would reduce, release or prejudice any such obligation or remedy (whether or not known
by the Facility Agent or any other Party).
(c)All payments to be made by a Party to whom the Erroneous Payment was made, to the
Facility Agent (whether made pursuant to this clause 32.11 or otherwise) in respect of an
Erroneous Payment shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.
(d)In this Agreement, "Erroneous Payment" means a payment of an amount by the Facility
Agent to another Party which the Facility Agent determines (in its sole discretion) was
made in error.
12.Disruption to payment systems etc.
If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or
the Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(a)the Facility Agent may, and shall if requested to do so by the Borrower, consult with the
Borrower with a view to agreeing with the Borrower such changes to the operation or
administration of the Facility as the Facility Agent may deem necessary in the
circumstances;
(b)the Facility Agent shall not be obliged to consult with the Borrower in relation to any
changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in
the circumstances and, in any event, shall have no obligation to agree to such changes;
(c)the Facility Agent may consult with the Finance Parties in relation to any changes
mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is
not practicable to do so in the circumstances;
(d)any such changes agreed upon by the Facility Agent and the Borrower shall (whether or
not it is finally determined that a Disruption Event has occurred) be binding upon the
Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance
Documents notwithstanding the provisions of clause 38 (Amendments and waivers);
(e)the Facility Agent shall not be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever (including, without limitation for negligence,
gross negligence or any other category of liability whatsoever but not including any claim
based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take,
any actions pursuant to or in connection with this clause 32.12; and
(f)the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to
paragraph (d) above.
32Set-off
A Finance Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation.  If the obligations are in different currencies, the
Finance Party may convert either obligation at a market rate of exchange in its usual course of
business for the purpose of the set-off.
33Notices
1.Communications in writing
Any communication to be made under or in connection with the Finance Documents shall be
made in writing and, unless otherwise stated, may be made by e-mail or letter.
2.Addresses
The address and e-mail address (and the department or officer, if any, for whose attention the
communication is to be made) of each Obligor or Finance Party for any communication or
document to be made or delivered under or in connection with the Finance Documents is:
(a)in the case of any Obligor, that identified with its name in Schedule 1 (The original
parties);
(b)in the case of the Facility Agent and any other original Finance Party, that identified with
its name in Schedule 1 (The original parties); and
(c)in the case of each Lender or other Finance Party, that notified in writing to the Facility
Agent on or prior to the date on which it becomes a Party in the relevant capacity,
or, in each case, any substitute address, e-mail address or department or officer as an Obligor
or Finance Party may notify to the Facility Agent (or the Facility Agent may notify to the other
Finance Parties and the Obligors who are Parties, if a change is made by the Facility Agent) by
not less than five (5) Business Days’ notice.
3.Delivery
(a)Any communication or document made or delivered by one person to another under or in
connection with the Finance Documents will only be effective:
(i)if by way of e-mail, when received in legible form; or
(ii)if by way of letter, when it has been left at the relevant address or five (5) Business
Days after being deposited in the post postage prepaid in an envelope addressed
to it at that address;
and, if a particular department or officer is specified as part of its address details provided
under clause 34.2 (Addresses), if addressed to that department or officer.
(b)Any communication or document to be made or delivered to the Facility Agent will be
effective only when actually received by the Facility Agent and then only if it is expressly
marked for the attention of the department or officer identified in Schedule 1 (The original
parties) (or any substitute department or officer as the Facility Agent shall specify for this
purpose).
(c)All notices from or to an Obligor shall be sent through the Facility Agent.
(d)Any communication or document which becomes effective, in accordance with
paragraphs (a) to (c) above, after 5:00 p.m. in the place of receipt shall be deemed only to
become effective on the following day.
4.Communication when Facility Agent is Impaired Agent
If the Facility Agent is an Impaired Agent the Parties may, instead of communicating with each
other through the Facility Agent, communicate with each other directly and (while the Facility
Agent is an Impaired Agent) all the provisions of the Finance Documents which require
communications to be made or notices to be given to or by the Facility Agent shall be varied so
that communications may be made and notices given to or by the relevant Parties directly.  This
provision shall not operate after a replacement Agent has been appointed.
5.English language
(a)Any notice given under or in connection with any Finance Document must be in English.
(b)All other documents provided under or in connection with any Finance Document must
be:
(i)in English; or
(ii)if not in English, and if so required by the Facility Agent, accompanied by a certified
English translation and, in this case, the English translation will prevail unless the
document is a constitutional, statutory or other official document or if the original
document is required or deemed to prevail by operation of law.
6.Electronic communication
(a)Any communication to be made between any two Parties under or in connection with the
Finance Documents may be made by electronic mail or other electronic means (including,
without limitation, by way of posting to a secure website) if those two Parties:
(i)notify each other in writing of their electronic mail address and/or any other
information required to enable the transmission of information by that means; and
(ii)notify each other of any change to their address or any other such information
supplied by them by not less than five (5) Business Days’ notice.
(b)Any such electronic communication as specified in paragraph (a) above to be made
between an Obligor and a Finance Party may only be made in that way to the extent that
those two Parties agree that, unless and until notified to the contrary, this is to be an
accepted form of communication
(c)Any such electronic communication as specified in paragraph (a) above made between
any two Parties will be effective only when actually received (or made available) in
readable form and, in the case of any electronic communication made by a Party to the
Facility Agent, only if it is addressed in such a manner as the Facility Agent shall specify
for this purpose.
(d)Any electronic communication which becomes effective, in accordance with paragraph (c)
above, after 5:00 p. m. in the place in which the Party to whom the relevant
communication is sent or made available has its address for the purpose of this
Agreement or any other Finance Document shall be deemed only to become effective on
the following day.
(e)Any reference in a Finance Document to a communication being sent or received shall be
construed to include that communication being made available in accordance with this
clause 34.6.
7.Use of Deal Site by the Facility Agent
(a)The Facility Agent may elect that:
(i)any Obligor may satisfy its obligations under this Agreement to deliver any
information to the Facility Agent;
(ii)any Lender may satisfy its obligations under this Agreement to deliver any
information to the Facility Agent; and/or
(iii)the Facility Agent may satisfy its obligations under this Agreement to deliver any
information to the Borrower or any Lender,
by posting such information on an electronic website designated by the Facility Agent for
such purpose (the Deal Site) by notifying each such affected Obligor and Lender of its
intention that such Deal Site be used for such purpose (whereupon that Obligor or Lender
or the Facility Agent may so satisfy such obligations). Any Utilisation Request  or
notification of rates of interests in accordance with clause 9.4 (Notification of rates of
interest) may also be notified to the Lenders by email in accordance with clause 34.1
(Communications in writing).
(b)Any reasonable costs and expenses incurred by the Facility Agent in relation to the Deal
Site shall be for the account of the Borrower, provided that the prior written consent of the
Borrower shall have been obtained in respect of such costs and expenses.  If applicable,
the Borrower consents to the use of its logo on the Deal Site.
(c)The Facility Agent shall, at its discretion or upon request of the relevant Party, disclose the
website (or other electronic) address of and any relevant password specifications for the
Deal Site (Access Information) to one or more officers, directors, employees or other
representatives (Deal Site Representatives) of each Party that the Facility Agent has
elected to deliver information to or receive information from through the Deal Site.
(d)Each Party using the Deal Site agrees to:
(i)keep all Access Information confidential and not to disclose it to anyone, other than
such of its Deal Site Representatives as it has requested the Facility Agent to
provide Access Information to; and
(ii)ensure that all persons to whom they give access can properly receive the
information available on the Deal Site, including (in the case of a Lender) under
clause 39.2 (Disclosure of Confidential Information).
(e)If the Deal Site is not available for any reason, promptly following this being brought to its
attention, the Facility Agent shall provide communications to the affected Parties by
another means as contemplated by this clause 34 (Notices).  A Party will notify the Facility
Agent promptly if it is (despite being in receipt of the relevant Access Information) unable
to access or use the Deal Site or if it becomes aware that the Deal Site is or has been
infected by an electronic virus or similar software.
(f)Each of the Parties agrees that:
(i)the Facility Agent shall not be liable for any cost, loss or liability incurred by any
Party as a result of its access or use of the Deal Site or its inability to access or use
the Deal Site; and
(ii)the Facility Agent is under no obligation to monitor access to or the availability of
the Deal Site.
(g)The Facility Agent may terminate a Deal Site at any time.  If such termination occurs
whilst amounts remain outstanding under the Facility the Facility Agent shall (unless such
termination arises as a result of technical failure of the Deal Site (including as a result of
infection by an electronic virus or similar software) or as a result of a concern as to the
security and confidentiality of the Deal Site), if reasonably practicable, give not less than
one (1) day's prior notice to each affected Party of such termination.
34Calculations and certificates
1.Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.
2.Certificates and determinations
Any certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.
3.Day count convention
Any interest, commission or fee accruing under a Finance Document will accrue from day to day
and the amount of any such interest, commission or fee is calculated:
(a)on the basis of the actual number of days elapsed and a year of 360 days (or, in any case
where the practice in the Relevant Market differs, in accordance with that market
practice); and
(b)without rounding.
35Partial invalidity
If, at any time, any provision of a Finance Document is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way be affected or impaired.
36Remedies and waivers
No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or
remedy under a Finance Document shall operate as a waiver of any such right or remedy or
constitute an election to affirm any Finance Document.  No election to affirm any Finance
Document on the part of any Finance Party shall be effective unless it is in writing.  No single or
partial exercise of any right or remedy shall prevent any further or other exercise or the exercise
of any other right or remedy.  The rights and remedies provided in each Finance Document are
cumulative and not exclusive of any rights or remedies provided by law.
37Amendments and waivers
1.Required consents
(a)Subject to clause 38.2 (All Lender matters) and clause 38.3 (Other exceptions), any term
of the Finance Documents may be amended or waived only with the consent of the
Majority Lenders and the Borrower and any such amendment or waiver will be binding on
all the Finance Parties.
(b)The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver
permitted by this clause 38.
(c)Without prejudice to the generality of paragraphs (c), (d) and (e) of clause 29.10 (Rights
and discretions of the Facility Agent), the Facility Agent may engage, pay for and rely on
the services of lawyers in determining the consent level required for and effecting any
amendment, waiver or consent under this Agreement.
2.All Lender matters
Subject to clause 38.4 (Changes to reference rates) an amendment, waiver or discharge or
release or a consent of, or in relation to, any term of any Finance Document that has the effect
of changing or which relates to:
(a)the definition of “Change of Control” in clause 1.1 (Definitions);
(b)the definition of “Majority Lenders” in clause 1.1 (Definitions);
(c)the definition of “Last Availability Date” in clause 1.1 (Definitions);
(d)the definition of “Prohibited Person”, “Sanctions Authority” and “Sanctions List” in clause
1.1 (Definitions);
(e)an extension to the date of payment of any amount under the Finance Documents;
(f)a reduction in the Margin or a reduction in the amount of any payment of principal,
interest, fees or commission payable or the rate at which they are calculated;
(g)a change to the Borrower or any other Obligor (except as permitted under the terms of
this Agreement in connection with the Permitted Reorganisation);
(h)any provision which expressly requires the consent or approval of all the Lenders;
(i)clause 31 (Sharing among the Finance Parties);
(j)clause 2.3 (Finance Parties’ rights and obligations), clause 5.1 (Delivery of a Utilisation
Request), clause 7.1 (Illegality), clause 19.18 (Anti-corruption law), clause 19.23
(Sanctions), clause 24.1 (Sanctions), clause 24.2 (Anti-corruption law), clause 27
(Changes to the Lenders), clause 8.8 (Application of cancellation and prepayments), this
clause 38, clause 44 (Governing law) or clause 45.1 (Jurisdiction of English courts);
(k)the order of distribution under clause 32.6 (Partial payments);
(l)the currency in which any amount is payable under any Finance Document;
(m)an increase in any Commitment or the Total Commitments, an extension of any period
within which the Facility is available for Utilisation or any requirement that a cancellation
of Commitments reduces the Commitments rateably;
(n)clause 24 (Consequences of breach of green loan provisions),
shall not be made, or given, without the prior consent of all the Lenders.
3.Other exceptions
(a)Any amendment, waiver or discharge or release or a consent which relates to the rights
or obligations of the Facility Agent, the Green Loan Co-ordinator or the Mandated Lead
Arrangers in their respective capacities as such (and not just as a Lender) under the
Finance Documents may not be effected without the consent of the Facility Agent, the
Green Loan Co-ordinator or the Mandated Lead Arrangers (as the case may be).
(b)Notwithstanding clauses 38.1 (Required consents) and 38.2 (All Lender matters) and
paragraph (a) above, the Facility Agent may make technical amendments to the Finance
Documents arising out of manifest errors on the face of the Finance Documents, where
such amendments would not prejudice or otherwise be adverse to the interests of any
Finance Party without any reference or consent of the Finance Parties.
4.Changes to reference rates
(a)Subject to clause 38.2 (All Lender Matters), if a Screen Rate Replacement Event has
occurred, any amendment or waiver which relates to:
(i)providing for the use of a Replacement Reference Rate in place of the Screen
Rate; and
(ii)any or all of the following:
(A)aligning any provision of any Finance Document to the use of that
Replacement Reference Rate;
(B)enabling that Replacement Reference Rate to be used for the calculation of
interest under this Agreement (including, without limitation, any
consequential changes required to enable that Replacement Reference Rate
to be used for the purposes of this Agreement);
(C)implementing market conventions applicable to that Replacement Reference
Rate;
(D)providing for appropriate fallback (and market disruption) provisions for that
Replacement Reference Rate; or
(E)adjusting the pricing to reduce or eliminate, to the extent reasonably
practicable, any transfer of economic value from one Party to another as a
result of the application of that Replacement Reference Rate (and if any
adjustment or method for calculating any adjustment has been formally
designated, nominated or recommended by the Relevant Nominating Body,
the adjustment shall be determined on the basis of that designation,
nomination or recommendation),
may be made with the consent of the Facility Agent (acting on the instructions of the
Majority Lenders) and the Borrower.
(b)An amendment or waiver that relates to, or has the effect of, aligning the means of
calculation of interest on the Loan under this Agreement to any recommendation of a
Relevant Nominating Body which:
(i)relates to the use of the Screen Rate in the international or any relevant domestic
syndicated loan markets; and
(ii)is issued on or after the date of this Agreement,
may be made with the consent of the Facility Agent (acting on the instructions of the
Majority Lenders) and the Borrower.
(c)If any Lender fails to respond to a request for an amendment or waiver described in
paragraph (a) above within ten (10) Business Days (or such longer time period in relation
to any request which the Borrower and the Facility Agent may agree) of that request being
made:
(i)its Commitment(s) shall not be included for the purpose of calculating the Total
Commitments under the Facility when ascertaining whether any relevant
percentage of Total Commitments has been obtained to approve that request; and
(ii)its status as a Lender shall be disregarded for the purpose of ascertaining whether
the agreement of any specified group of Lenders has been obtained to approve
that request.
(d)In this clause 38.4:
Relevant Nominating Body means any applicable central bank, regulator or other
supervisory authority or a group of them, or any working group or committee sponsored or
chaired by, or constituted at the request of, any of them or the Financial Stability Board.
Replacement Reference Rate means a benchmark rate which is:
(a)formally designated, nominated or recommended as the replacement for the
Screen Rate by:
(i)the administrator of the Screen Rate (provided that the market or economic
reality that such benchmark rate measures is the same as that measured by
the Screen Rate); or
(ii)any Relevant Nominating Body,
and if replacements have, at the relevant time, been formally designated,
nominated or recommended under both paragraphs, the "Replacement Reference
Rate" will be the replacement under paragraph (ii) above;
(b)in the opinion of the Majority Lenders and the Borrower, generally accepted in the
international or any relevant domestic syndicated loan markets as the appropriate
successor to the Screen Rate; or
(c)in the opinion of the Majority Lenders and the Borrower, an appropriate successor
to the Screen Rate.
Screen Rate Replacement Event means:
(a)the methodology, formula or other means of determining the Screen Rate has, in
the opinion of the Majority Lenders and the Borrower materially changed;
(b)any of the following applies:
(i)either:
(A)the administrator of the Screen Rate or its supervisor publicly announces
that such administrator is insolvent; or
(B)information is published in any order, decree, notice, petition or filing,
however described, of or filed with a court, tribunal, exchange, regulatory
authority or similar administrative, regulatory or judicial body which
reasonably confirms that the administrator of the Screen Rate is insolvent,
provided that, in each case, at that time, there is no successor administrator
to continue to provide the Screen Rate;
(ii)the administrator of the Screen Rate publicly announces that it has ceased
or will cease, to provide the Screen Rate permanently or indefinitely and, at
that time, there is no successor administrator to continue to provide the
Screen Rate;
(iii)the supervisor of the administrator of the Screen Rate publicly announces
that the Screen Rate has been or will be permanently or indefinitely
discontinued; or
(iv)the administrator of the Screen Rate or its supervisor announces that the
Screen Rate may no longer be used; or
(c)the administrator of that Screen Rate determines that that Screen Rate should be
calculated in accordance with its reduced submissions or other contingency or
fallback policies or arrangements and either:
(i)the circumstance(s) or event(s) leading to such determination are not (in the
opinion of the Majority Lenders and the Borrower) temporary; or
(ii)the Screen Rate is calculated in accordance with any such policy or
arrangement for a period no less than thirty (30) days; or
(d)in the opinion of the Majority Lenders and the Borrower, the Screen Rate is
otherwise no longer appropriate for the purposes of calculating interest under this
Agreement.
5.Split voting
(a)For the purposes of responding (or failing to respond) to a request for a consent, waiver,
amendment of or in relation to any term of any Finance Document or any other vote of the
Lenders under the terms of this Agreement, a Lender may split its Commitment into any
number of portions and may respond (or fail to respond) or otherwise exercise its rights in
respect of each such individual portion on a several basis.
(b)If a Lender exercises its rights under paragraph (a) above in respect of any part of its
Commitment, such Lender shall notify the Facility Agent of the portions into which it has
split its Commitment.
38Confidential Information
1.Confidential Information
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it
to anyone, save to the extent permitted by clause 39.2 (Disclosure of Confidential Information),
and to ensure that all Confidential Information is protected with security measures and a degree
of care that would apply to its own confidential information.
2.Disclosure of Confidential Information
Any Finance Party, its Affiliates and their respective directors, officers and employees may
disclose:
(a)to any of its Affiliates (including, for the avoidance of doubt, its head office and branches
of its head office) and head office, branch or representative officers and/or any of its or
their officers, directors, employees, professional advisers, auditors, partners, insurers,
insurance brokers, third party service providers (including any sub-contractor or agent of
such third party service provider) and Representatives such Confidential Information as
that Finance Party shall consider appropriate if any person to whom the Confidential
Information is to be given pursuant to this paragraph (a) is informed in writing of its
confidential nature and that some or all of such Confidential Information may be price-
sensitive information except that there shall be no such requirement to so inform if the
recipient is subject to professional obligations to maintain the confidentiality of the
information or is otherwise bound by requirements of confidentiality in relation to the
Confidential Information;
(b)to any person:
(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer)
all or any of its rights and/or obligations under one or more Finance Documents or
which succeeds (or which may potentially succeed) it as Facility Agent and, to any
of that person’s Affiliates, Representatives, agents and professional advisers;
(ii)with (or through) whom it enters into (or may potentially enter into), whether directly
or indirectly, any participation or sub-participation in relation to, or any other
transaction under which payments are to be made or may be made by reference to,
one or more Finance Documents and/or the Borrower and to any of that person’s
Affiliates, Representatives, agents and professional advisers;
(iii)appointed by any Finance Party or by a person to whom paragraphs (b)(i) or (b)(ii)
above applies to receive communications, notices, information or documents
delivered pursuant to the Finance Documents on its behalf;
(iv)who invests in or otherwise finances (or may potentially invest in or otherwise
finance), directly or indirectly, any transaction referred to in paragraphs (b)(i) or
(b)(ii) above;
(v)to whom information is required or requested to be disclosed by any court or
tribunal of competent jurisdiction or any governmental, banking, taxation or other
regulatory authority or similar body, the rules of any relevant stock exchange or
pursuant to any applicable law or regulation;
(vi)to whom information is required to be disclosed in connection with, and for the
purposes of, any litigation, arbitration, administrative or other investigations,
proceedings or disputes. The relevant Finance Party shall endeavour to notify the
Borrower of any such disclosure provided that such Finance Party is not restricted
from doing so;
(vii)to any third party service provider which provides services of any kind to any
Finance Party on a need-to-know basis, or where such disclosure is made to the
third party service provider as a routine part of the scope of work performed by
such third party service provider, in connection with the operation of its business
and, in each case, who is under a duty of confidentiality to that Finance Party;
(viii)to whom or for whose benefit that Finance Party charges, assigns or otherwise
creates Security (or may do so) pursuant to clause 27.8 (Security over Lenders’
rights);
(ix)to whom information is required or requested to be disclosed by any court of
competent jurisdiction or any governmental, banking, taxation or other regulatory
authority or similar body, the rules of any relevant stock exchange or pursuant to
any applicable law or regulation;
(x)who is a Party; or
(xi)with the consent of the Borrower;
in each case, such Confidential Information as that Finance Party shall consider
appropriate if:
(A)in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom
the Confidential Information is to be given has entered into a Confidentiality
Undertaking except that there shall be no requirement for a Confidentiality
Undertaking if the recipient is a professional adviser and is subject to
professional obligations to maintain the confidentiality of the Confidential
Information;
(B)in relation to paragraph (b)(iv) above, the person to whom the Confidential
Information is to be given has entered into a Confidentiality Undertaking or is
otherwise bound by requirements of confidentiality in relation to the
Confidential Information they receive and is informed that some or all of such
Confidential Information may be price-sensitive information;
(C)in relation to paragraphs (b)(v), (b)(vi) and (b)(vii)  above, the person to
whom the Confidential Information is to be given is informed of its
confidential nature and that some or all of such Confidential Information may
be price-sensitive information except that there shall be no requirement to so
inform if, in the opinion of that Finance Party, it is not practicable so to do in
the circumstances; and
(D)provided always that where such disclosure involves the disclosure of
personal data to which Parts III to VI of the Personal Data Protection Act
2012 (No. 26 of 2012) of Singapore applies, the Finance Party shall so
disclose only for the Purposes (as defined in clause 38.6 (Personal Data)).
(c)to any person appointed by that Finance Party or by a person to whom paragraphs (b)(i)
or (b)(ii) above applies to provide administration or settlement services in respect of one
or more of the Finance Documents including without limitation, in relation to the trading of
participations in respect of the Finance Documents, such Confidential Information as may
be required to be disclosed to enable such service provider to provide any of the services
referred to in this paragraph (c) if the service provider to whom the Confidential
Information is to be given has entered into a confidentiality agreement substantially in the
form of the LMA Master Confidentiality Undertaking for Use With Administration /
Settlement Service Providers or such other form of confidentiality undertaking agreed
between the Borrower and the relevant Finance Party;
(d)to any rating agency such Confidential Information as may be required to be disclosed to
enable such rating agency to carry out its normal rating activities in relation to the Finance
Documents and/or the Borrower provided that the prior written consent of the Borrower
has been obtained in relation to such disclosure to that rating agency. The consent of the
Borrower to disclose to a rating agency must not be unreasonably withheld or delayed.
The Borrower will be deemed to have given its consent ten (10) Business Days after a
Finance Party has requested it unless consent is expressly refused by the Borrower
within that time;
(e)to any person who is a person, or who belongs to a class of persons, specified in the
second column of the Third Schedule to the Banking Act Chapter 19 of Singapore;
(f)to any direct or indirect provider of credit protection to any Finance Party or Affiliate of any
Finance Party (or its brokers); and
(g)to any investor or potential investor in a securitisation (or similar transaction of broadly
equivalent economic effect) of the Finance Party’s rights or obligations under the Finance
Documents, such Confidential Information, the size and term of the Facility and the name
of the Borrower.
Nothing in this clause shall be deemed to constitute, an express or implied agreement by
any Finance Party with the Borrower for a higher degree of confidentiality than that
prescribed in Section 47 of, and in the Third Schedule to, the Banking Act 1970 of
Singapore.
3.Entire agreement
This clause 39 constitutes the entire agreement between the Parties in relation to the obligations
of the Finance Parties under the Finance Documents regarding Confidential Information and
supersedes any previous agreement, whether express or implied, regarding Confidential
Information.
4.Inside information
Each of the Finance Parties acknowledges that some or all of the Confidential Information is or
may be price-sensitive information and that the use of such information may be regulated or
prohibited by applicable legislation including securities law relating to insider dealing and market
abuse and each of the Finance Parties undertakes not to use any Confidential Information for
any unlawful purpose.
5.Notification of disclosure
Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the
Borrower:
(a)of the circumstances of any disclosure of Confidential Information made to any person to
whom information is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other regulatory authority or similar
body or the rules of any relevant stock exchange or pursuant to any applicable law or
regulation pursuant to clause 39.2 (Disclosure of Confidential Information) except where
such disclosure is made to any such person during the ordinary course of its supervisory
or regulatory function; and
(b)upon becoming aware that Confidential Information has been disclosed in breach of this
clause 39.
6.Personal Data
(a)If any Obligor provides the Finance Parties with personal data of any individual as
required by, pursuant to, or in connection with the Finance Documents, the Borrower
represents and warrants to the Finance Parties that it has, to the extent required by law,
(i) notified the relevant individual of the purposes for which data will be collected,
processed, used or disclosed; and (ii) obtained such individual's consent for, and hereby
consents on behalf of such individual to the collection, processing, use and disclosure of
his/her personal data by the Finance Parties, in each case, in accordance with or for the
purposes of the Finance Documents, and confirms that it is authorised by such individual
to provide such consent on his/her behalf.
(b)The Obligors agree and undertake to notify the Finance Parties promptly upon its
becoming aware of the withdrawal by the relevant individual of his/her consent to the
collection, processing, use and/or disclosure by the Finance Parties of any personal data
provided by that Obligor to the Finance Parties.
(c)Any consent given pursuant to this Agreement in relation to personal data shall, subject to
all applicable laws and regulations, survive death, incapacity, bankruptcy or insolvency of
any such individual and the termination or expiration of this Agreement.
7.Continuing obligations
The obligations in this clause 39 are continuing and, in particular, shall survive and remain
binding on each Finance Party for a period of twelve (12) months from the earlier of:
(a)the date on which all amounts payable by the Borrower under or in connection with the
Finance Documents have been paid in full and all Commitments have been cancelled or
otherwise cease to be available; and
(b)the date on which such Finance Party otherwise ceases to be a Finance Party.
39Confidentiality of Funding Rates
1.Confidentiality and disclosure
(a)The Facility Agent and each Obligor agree to keep each Funding Rate confidential and
not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.
(b)The Facility Agent may disclose:
(i)any Funding Rate to the Borrower pursuant to clause 9.4 (Notification of rates of
interest); and
(ii)any Funding Rate to any person appointed by it to provide administration services
in respect of one or more of the Finance Documents to the extent necessary to
enable such service provider to provide those services if the service provider to
whom that information is to be given has entered into a confidentiality agreement
substantially in the form of the LMA Master Confidentiality Undertaking for Use With
Administration/Settlement Service Providers or such other form of confidentiality
undertaking agreed between the Facility Agent and the relevant Lender.
(c)The Facility Agent may disclose any Funding Rate, and any Obligor may disclose any
Funding Rate, to:
(i)any of its Affiliates and any of its or their officers, directors, employees, professional
advisers, auditors, partners and Representatives if any person to whom that
Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of
its confidential nature and that it may be price-sensitive information except that
there shall be no such requirement to so inform if the recipient is subject to
professional obligations to maintain the confidentiality of that Funding Rate or is
otherwise bound by requirements of confidentiality in relation to it;
(ii)any person to whom information is required or requested to be disclosed by any
court of competent jurisdiction or any governmental, banking, taxation or other
regulatory authority or similar body, the rules of any relevant stock exchange or
pursuant to any applicable law or regulation if the person to whom that Funding
Rate is to be given is informed in writing of its confidential nature and that it may be
price-sensitive information except that there shall be no requirement to so inform if,
in the opinion of the Facility Agent or the Borrower, as the case may be, it is not
practicable to do so in the circumstances;
(iii)any person to whom information is required to be disclosed in connection with, and
for the purposes of, any litigation, arbitration, administrative or other investigations,
proceedings or disputes if the person to whom that Funding Rate is to be given is
informed in writing of its confidential nature and that it may be price-sensitive
information except that there shall be no requirement to so inform if, in the opinion
of the Facility Agent or the Borrower, as the case may be, it is not practicable to do
so in the circumstances; and
(iv)any person with the consent of the relevant Lender, as the case may be.
2.Related obligations
(a)The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be
price-sensitive information and that its use may be regulated or prohibited by applicable
legislation including securities law relating to insider dealing and market abuse and the
Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful
purpose.
(b)The Facility Agent and each Obligor agree (to the extent permitted by law and regulation)
to inform the relevant Lender:
(i)of the circumstances of any disclosure made pursuant to clause 40.1(c)(ii)
(Confidentiality and disclosure) except where such disclosure is made to any of the
persons referred to in that paragraph during the ordinary course of its supervisory
or regulatory function; and
(ii)upon becoming aware that any information has been disclosed in breach of this
clause 40.
3.No Event of Default
No Event of Default will occur under clause 26.3 (Other obligations) by reason only of an
Obligor’s failure to comply with this clause 40.
40Counterparts
Each Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of the Finance
Document.
41Contractual recognition of bail-in
Notwithstanding any other term of any Finance Document or any other agreement, arrangement
or understanding between the Parties, each Party acknowledges and accepts that any liability of
any Party to any other Party under or in connection with the Finance Documents may be subject
to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be
bound by the effect of:
(a)any Bail-In Action in relation to any such liability, including (without limitation):
(i)a reduction, in full or in part, in the principal amount, or outstanding amount due
(including any accrued but unpaid interest) in respect of any such liability;
(ii)a conversion of all, or part of, any such liability into shares or other instruments of
ownership that may be issued to, or conferred on, it; and
(iii)a cancellation of any such liability; and
(b)a variation of any term of any Finance Document to the extent necessary to give effect to
any Bail-In Action in relation to any such liability.
42HK Stay Rules
(a)If any Finance Document is or becomes a “covered contract” (within the meaning of the
Financial Institutions (Resolution) (Contractual Recognition of Suspension of Termination
Rights – Banking Sector) Rules (Cap. 628C) of Hong Kong (the “Stay Rules”)), the
parties agree that, despite any other term or conditions of any Finance Document or any
other agreement, arrangement or understanding, the parties (other than an excluded
counterparty (within the meaning of the Stay Rules)) will be bound by a suspension of a
“termination right” (within the meaning of the Stay Rules) in relation to such Finance
Document imposed by the HK Resolution Authority under section 90(2) of the Financial
Institutions (Resolution) Ordinance (Cap. 628) of Hong Kong.
(b)For the purpose of this Clause 43:
HK Resolution Authority means the resolution authority in relation to a banking sector entity
from time to time, which is currently the Hong Kong Monetary Authority.
Section 12 -  Governing Law and Enforcement
43Governing law
This Agreement and any non-contractual obligations connected with it are governed by English
law.
44Enforcement
1.Jurisdiction of English courts
(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement or any non-contractual obligations connected with it
(including a dispute regarding the existence, validity or termination of this Agreement) (a
Dispute).
(b)The Parties agree that the courts of England are the sole and most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
2.Service of process
Without prejudice to any other mode of service allowed under any relevant law, each Obligor:
(a)irrevocably appoints the person named in Schedule 1 (The original parties) as that
Obligor’s English process agent as its agent for service of process in relation to any
proceedings before the English courts in connection with any Finance Document;
(b)agrees that failure by an agent for service of process to notify the relevant Obligor of the
process will not invalidate the proceedings concerned; and
(c)if any person appointed as process agent for an Obligor is unable for any reason to act as
agent for service of process, that Obligor must immediately (and in any event within ten
days of such event taking place) appoint another agent on terms acceptable to the Facility
Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
Schedule 1
The original parties
Original Borrower and Cadeler A/S
Name:
Cadeler A/S
Original Jurisdiction
Denmark
Registration number (or
equivalent, if any)
CVR 31180503
Registered office
Kalvebod Brygge 43
1560 Copenhagen V
Denmark
Address for service of
notices
Kalvebod Brygge 43
1560 Copenhagen V
Denmark
Email: [REDACTED]
Attention: [REDACTED]
English process agent
Cadeler UK Limited
Avocet Court
8 Central Avenue
St Andrews Business Park
Norwich, NR7 0HR
Registered number 06106237
Cadeler UK
Name:
Cadeler UK Limited
Original Jurisdiction
England
Registration number (or
equivalent, if any)
6106237
Registered office
Avocet Court
8 Central Avenue
St Andrews Business Park
Norwich, NR7 0HR
Address for service of
notices
Kalvebod Brygge 43
1560 Copenhagen V
Denmark
Email: [REDACTED]
Attention: [REDACTED]
The Original Lenders and their Commitments
Name
Facility Office, address,  email and attention details for
notices
Account details for payments
Commitment (€)
Clifford
Capital
Holdings Pte.
Ltd.
38 Beach Road, #19-11 South Beach Tower, Singapore 189767
(a) For credit matters: [REDACTED]
(b) For operations matters: [REDACTED]
(c) For SSI: [REDACTED]
[REDACTED]
40,000,000
The
Hongkong
and Shanghai
Banking
Corporation
Limited,
Singapore
Branch
Address: 10 Marina Boulevard, Marina Bay Financial Centre Tower 2,
#46-01 Singapore 018983
(a) For credit matters: [REDACTED]
(b) For loan administration matters: [REDACTED]
[REDACTED]
20,000,000
TOTAL
€60,000,000
The Mandated Lead Arrangers
Name
Facility Office, address, email and attention details for notices
Clifford Capital Holdings
Pte. Ltd.
38 Beach Road, #19-11 South Beach Tower, Singapore 189767
(a) For credit matters: [REDACTED]
(b) For operations matters: [REDACTED]
(c) For SSI: [REDACTED]
The Hongkong and
Shanghai Banking
Corporation Limited,
Singapore Branch
Address: 10 Marina Boulevard, Marina Bay Financial Centre Tower 2,
#46-01 Singapore 018983
(a) For credit matters: [REDACTED]
(b) For loan administration matters: [REDACTED]
The Facility Agent
Name
The Hongkong and Shanghai Banking Corporation Limited, Singapore
Branch
Facility Office, address,
email address and attention
details for notices
Address: 10 Marina Boulevard, Marina Bay Financial Centre Tower 2,
#46-01 Singapore 018983
Email as follows:
For queries or general queries: [REDACTED]
For instructions: [REDACTED]
The Green Loan Co-ordinator
Name
The Hongkong and Shanghai Banking Corporation Limited, Singapore
Branch
Facility Office, address, email
address and attention details
for notices
The Hongkong and Shanghai Banking Corporation Limited
Address: Level 16, HSBC Main Building, 1 Queen’s Road Central,
Hong Kong
Name: [REDACTED]
Telephone number: [REDACTED]
Email address: [REDACTED]
Schedule 2
Conditions precedent
Part 1: Conditions precedent to the initial Utilisation
1Original Obligors’ corporate documents
(a)A copy of the Constitutional Documents of each Original Obligor.
(b)A copy of a resolution of the board of directors of each Original Obligor :
(i)approving the terms of, and the transactions contemplated by, the Finance
Documents to which it is a party (its Relevant Documents) and resolving that it
execute, deliver and perform the Relevant Documents to which it is a party;
(ii)authorising a specified person or persons to execute its Relevant Documents on its
behalf;
(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents and notices (including, if relevant, any Utilisation Request) to be signed
and/or despatched by it under or in connection with its Relevant Documents; and
(iv)containing a specimen of the signature for each person referred to in paragraphs
(ii) and (iii) above.
(c)A certificate of an authorised signatory of each Original Obligor confirming that borrowing
or guaranteeing or securing, as appropriate, the Total Commitments would not cause any
borrowing, guarantee, security or similar limit binding on it to be exceeded.
(d)A certificate of an authorised signatory of each Original Obligor certifying that each copy
document relating to it and delivered pursuant to this Part 1 of this Schedule is correct,
complete and in full force as at a date no earlier than the date of this Agreement and
effect and has not been amended or superseded and that any such resolutions or power
of attorney have not been revoked.
2Legal opinions
The following legal opinions, each addressed to the Facility Agent, the Mandated Lead
Arrangers and the Original Lenders:
(a)a legal opinion of Norton Rose Fulbright (Asia) LLP on matters of English law; and
(b)a legal opinion of Bech-Bruun on matters of Danish law.
3Finance Documents
This Agreement and each Fee Letter duly executed.
4Other documents and evidence
(a)Evidence that any process agent has accepted its appointment.
(b)The Original Financial Statements.
(c)A copy of any other Authorisation or other document or opinion that is necessary in the
reasonable opinion of the Facility Agent following consultation with its legal advisors and
the Original Borrower in connection with the entry into and performance of the
transactions contemplated by any Finance Document or for the validity and enforceability
of any Finance Document, provided that such Authorisation or other document or opinion
is requested at least five Business days prior to the date on which the Utilisation Request
is delivered by the Original Borrower to the Facility Agent pursuant to clause 5.1 (Delivery
of the Utilisation Request).
(d)Evidence that arrangements have been made by the Original Borrower to pay such fees,
costs and expenses which are then due and payable by the Original Borrower pursuant to
clause 12 (Fees) and clause 17 (Costs and expenses) from the proceeds of the Utilisation
(or that such fees and expenses have been paid or will be paid by the Utilisation Date
from other sources).
(e)A copy of:
(i)the Green Financing Framework; and
(ii)the Second Party Opinion.
5"Know your customer" information
Each Finance Party has confirmed all "know your customer" or similar identification procedures
under all laws and regulations applicable to that Finance Party have been satisfied.
6People with Significant Control (PSC) regime
In respect of any Original Obligor incorporated in the United Kingdom, either:
(a)a certificate of an authorised signatory of the relevant Original Obligor certifying that:
(i)each Group Member has complied within the relevant timeframe with any notice it
has received pursuant to Part 21A of the Companies Act 2006 from that Original
Obligor; and
(ii)no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B
of the Companies Act 2006) has been issued in respect of its shares,
together with a copy of the “PSC register” (within the meaning of section 790C(10) of the
Companies Act 2006) of the relevant Original Obligor, which is certified by an authorised
signatory of the relevant Original Obligor to be correct, complete and not amended or
superseded as at a date no earlier than the date three Business Days before the date of
this Agreement; or
(b)a certificate of an authorised signatory of the relevant Original Obligor certifying that it is
not required to comply with Part 21A of the Companies Act 2006.
Part 2: Conditions precedent required to be delivered by an Additional Obligor
1.A Deed of Accession, duly executed by the Additional Obligor and the Original Borrower.
2.A copy of the constitutional documents of the Additional Obligor.
3.A copy of a resolution of the board of directors of the Additional Obligor:
(a)approving the terms of, and the transactions contemplated by, the Deed of Accession and
the Finance Documents and resolving that it execute the Deed of Accession;
(b)authorising a specified person or persons to execute the Deed of Accession on its behalf;
and
(c)authorising a specified person or persons, on its behalf, to sign and/or despatch all other
documents and notices (including, in relation to an Additional Borrower, any Utilisation
Request) to be signed and/or despatched by it under or in connection with the Finance
Documents.
4.A specimen of the signature of each person authorised by the resolution referred to in
paragraph 3 above.
5.A copy of a resolution signed by all the holders of the issued shares of the Additional
Guarantor, approving the terms of, and the transactions contemplated by, the Finance
Documents to which the Additional Guarantor is a party.
6.A certificate of the Additional Obligor (signed by an authorised signatory) confirming that
borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any
borrowing, guaranteeing or similar limit binding on it to be exceeded.
7.A certificate of an authorised signatory of the Additional Obligor certifying that each copy
document listed in this Part 2 of Schedule 2 (Conditions precedent) is correct, complete and in
full force and effect as at a date no earlier than the date of the Deed of Accession.
8.A copy of any other Authorisation or other document, opinion or assurance which the Facility
Agent considers to be necessary or desirable in connection with the entry into and
performance of the transactions contemplated by the Deed of Accession or for the validity and
enforceability of any Finance Document.
9.If available, the latest audited financial statements of the Additional Obligor.
10.A legal opinion of Norton Rose Fulbright (Asia) LLP, legal advisers to the Facility Agent, the
Mandated Lead Arrangers and the Original Lenders, in England and Wales. 
11.In respect of any Additional Obligor incorporated in the United Kingdom, either:
(a)a certificate of an authorised signatory of the relevant Additional Obligor certifying that:
(i)each Group Member has complied within the relevant timeframe with any notice it
has received pursuant to Part 21A of the Companies Act 2006 from that Additional
Obligor; and
(ii)no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B
of the Companies Act 2006) has been issued in respect of its shares,
together with a copy of the “PSC register” (within the meaning of section 790C(10) of the
Companies Act 2006) of the relevant Additional Obligor, which is certified by an
authorised signatory of the relevant Additional Obligor to be correct, complete and not
amended or superseded as at a date no earlier than the date three Business Days before
the date of the Deed of Accession; or
(b)a certificate of an authorised signatory of the relevant Additional Obligor certifying that it is
not required to comply with Part 21A of the Companies Act 2006.
Schedule 3
Utilisation Request
From:[name of Borrower]
To:[name of Agent]
Dated:[]
Dear Sirs
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1We refer to the Facility Agreement.  This is a Utilisation Request.  Terms defined in the Facility
Agreement have the same meaning in this Utilisation Request unless given a different meaning
in this Utilisation Request.
2We wish to borrow the Loan on the following terms:
Proposed Utilisation Date:
[] (or, if that is not a Business Day, the next Business
Day)
Amount:
€ []
3We confirm that each condition specified in clause 4.3 (Further conditions precedent) of the
Facility Agreement is satisfied on the date of this Utilisation Request.
4The proceeds of the Loan should be credited to [] [specify account]].
5This Utilisation Request is irrevocable.
Yours faithfully
…………………………………
authorised signatory for
[BORROWER]
1 Statement to be included and separate QPP Certificate in the form of Schedule B to be executed alongside the Transfer
Certificate if the New Lender is a person eligible for the UK withholding tax exemption for qualifying private placements
Schedule 4
Form of Transfer Certificate
To:[] as Facility Agent
From:[The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)
Dated:
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1We refer to the Facility Agreement.  This agreement (the Agreement) shall take effect as a
Transfer Certificate for the purposes of the Facility Agreement.  Terms defined in the Facility
Agreement have the same meaning in this Agreement unless given a different meaning in this
Agreement.
2We refer to clause 27.6 (Procedure for assignment or transfer) of the Facility Agreement:
(a)The Existing Lender assigns absolutely to the New Lender all of the rights of the Existing
Lender under the Facility Agreement and the other Finance Documents which correspond
to that portion of the Existing Lender’s Commitment and participation in the Loan under
the Facility Agreement as specified in the Schedule.
(b)The Existing Lender is released from the obligations owed by it which correspond to that
portion of the Existing Lender’s Commitment and participation in the Loan under the
Facility Agreement specified in the Schedule (but the obligations owed by the Borrower
under the Finance Documents shall not be released).
(c)On the Transfer Date the New Lender becomes a Party as a Lender and is bound by
obligations equivalent to those from which the Existing Lender is released under
paragraph (b) above.
(d)The proposed Transfer Date is [●].
(e)The Facility Office and address, email address and attention details for notices of the New
Lender for the purposes of clause 34.2 (Addresses) of the Facility Agreement are set out
in the Schedule.
3The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
out in clause 27.5 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.
4The New Lender confirms, for the benefit of the Facility Agent and without liability to the
Borrower, that it is:
(a)[a Qualifying Lender (other than a Treaty Lender);]
(b)[a Treaty Lender;]
(c)[not a Qualifying Lender].
5[The New Lender provides a QPP Certificate in the form set out in Schedule B.]1
6This Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon
delivery in accordance with clause 27.7 (Copy of Transfer Certificate to Borrower), to the
Borrower of the assignment referred to in this Agreement.
7This Agreement may be executed in any number of counterparts and this has the same effect as
if the signatures on the counterparts were on a single copy of this Agreement.
8This Agreement and any non-contractual obligations connected with it are governed by English
law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
Schedule A
Rights to be assigned and obligations to be released and undertaken
[insert relevant details]
[Facility Office address, email address and attention details for notices and account details for
payments.]
[Existing Lender][New Lender]
By:By:
This Agreement is accepted by the Facility Agent as a Transfer Certificate for the purposes of the
Facility Agreement and the Transfer Date is confirmed as [].
Signature of this Agreement by the Facility Agent constitutes confirmation by the Facility Agent of
receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on
behalf of each Finance Party.
[Agent]
By:
Schedule B
Form of QPP Certificate
To:[] as Borrower
From:[The New Lender] (the New Lender)
Dated:
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1We refer to the Agreement. This is a QPP Certificate. Terms defined in the Agreement have the
same meaning in this QPP Certificate unless given a different meaning in this QPP Certificate.
2We confirm that:
2.1 we are beneficially entitled to all interest payable to us as a Lender under any Loan;
2.2 we are a resident of a qualifying territory; and
2.3 we are beneficially entitled to the interest which is payable to us on any Loan for genuine
commercial reasons, and not as part of a tax advantage scheme.
These confirmations together form a creditor certificate.
3In this QPP Certificate the terms resident, qualifying territory, scheme, tax advantage
scheme and creditor certificate have the meaning given to them in the Qualifying Private
Placement Regulations 2015 (2015 No. 2002).
4We authorise you to produce this QPP Certificate to an officer of HM Revenue & Customs in
accordance with regulation 7 of the QPP Regulations if required by such an officer.
[Name of Lender]
By:
[This QPP Certificate is required where a lender is a person eligible for the UK withholding tax
exemption for qualifying private placements; a separate QPP Certificate should be provided by
each such lender.]
Schedule 5
Form of Compliance Certificate
To: [] as Facility Agent
From:[[ ], as Borrower][UK ListCo as Guarantor]
Dated: []
Dear Sirs
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1I/We refer to the Facility Agreement.  This is a Compliance Certificate.  Terms defined in the
Facility Agreement have the same meaning when used in this Compliance Certificate unless
given a different meaning in this Compliance Certificate.
2I/We confirm that:
(a)[the Debt Service Coverage Ratio in respect of the Relevant Period expiring [] is []:1;]
(b)the Equity Ratio in respect of the Relevant Period expiring [] is []%;
(c)the Minimum Free Liquidity in respect of the Relevant Period expiring [] is €[];
(d)the Fair Market Value of the Ships in respect of the Relevant Period expiring [] is []%,
all calculated in accordance with the Annex hereto.
3I/We confirm that no Default is continuing. [Note: If this statement cannot be made, the
certificate should identify any Default that is continuing and the steps, if any, being taken to
remedy it.]
Signed by:
……………………………………………………
[Director]
[BORROWER][UK LISTCO]
Schedule 6
Timetables
Delivery of a duly completed Utilisation
Request (clause 5.1 (Delivery of the Utilisation
Request))
U-5 Business Days
11:00 a.m.
Agent notifies the Lenders of the amount of the
Loan and the amount of each Lender’s
participation in the Loan in accordance with
clause 5.4 (Lenders' participation)
U-3 Business Days
Noon
EURIBOR is fixed
Quotation Day 11:00am
in respect of EURIBOR
Schedule 7
Form of Green Loan Compliance Certificate
To: [  ]
From: [Borrower]
Dated:
Cadeler - [Description of facility agreement to be included] (the "Facility Agreement")
1.We refer to the Facility Agreement. This is a Green Loan Compliance Certificate. Terms defined in
the Facility Agreement have the same meaning when used in this Green Loan Compliance
Certificate unless given a different meaning in this Green Loan Compliance Certificate.
2.We confirm that (in relation to this Facility):
Test - Green Loan Criteria
Figures / calculations
Compliance
At least 95% of consolidated annual
turnover of the Borrower is derived from
offshore renewable energy activities
[Yes/No]
No turnover of the Borrower is derived
from the commissioning of new or
existing oil and gas installations
[Yes/No]
At least 95% of capital expenditures of
the Borrower are aligned with the green
project categories in the Green Finance
Framework
[Yes/No]
3.Impact Reporting:
Capacity of Renewable Energy plants constructed/ installed / serviced in the reporting period:
[xxx] MW
………………………………………………
for and on behalf of
[Borrower]
[TO BE SIGNED BY 2 SIGNORS: DIRECTOR OR CEO OR CFO OR CSO AUTHORISED
SIGNATORIES OF BORROWER]
Schedule 8
Banking (Exposure Limits) Rules
The information set out in this Schedule is for reference only. For further details, the Banking
(Exposure Limits) Rules (Cap. 155S) may be accessed at https://www.elegislation.gov.hk/hk/
cap155S
The Borrower may be considered as related or connected to the HSBC Group if it is:
(a)a director, employee, controller or minority shareholder controller, of a member of the HSBC
Group;
(b)a relative of a director, employee, controller or minority shareholder controller, of a member of
the HSBC Group;
(c)a firm, partnership or non-listed company in which a member of the HSBC Group or any of the
following entities is interested as director, partner, manager or agent:
(i)a controller, minority shareholder controller or director of a member of the HSBC Group;
(ii)a relative of a controller, minority shareholder controller or director of a member of the
HSBC Group; or
(d)a natural person, firm, partnership or non-listed company to whom a member of the HSBC
Group has provided a financial facility if any of the following entities is a guarantor of the facility:
(i)a controller, minority shareholder controller or director of a member of the HSBC Group;
(ii)a relative of a controller, minority shareholder controller or director of a member of the
HSBC Group.
Relevant definitions
1)A person has "control" if such person is:
(A)an indirect controller, that is, in relation to a company, any person in accordance with whose
directions or instructions the directors of the company or of another company of which it is a
subsidiary are accustomed to act; or
(B)a majority shareholder controller, that is, in relation to a company, any person who, either
alone or with any associate or associates, is entitled to exercise, or control the exercise of,
more than 50% of the voting power at any general meeting of the company or of another
company of which it is a subsidiary,
and "controller" means either an "indirect controller" or a “majority shareholder controller”.
2)"employee" includes permanent full time, permanent part-time, fixed-term full time, fixed-term
part-time staff and international assignees.
3)"minority shareholder controller" in relation to a company, means any person who, either alone
or with any associate or associates, is entitled to exercise, or control the exercise of, 10% or more,
but not more than 50%, of the voting power at any general meeting of the company or of another
company of which it is a subsidiary.
4)"relative" in relation to a natural person, means the following:
(A)a parent, grandparent or great grandparent;
(B)a descendant, step-parent or adoptive parent;
(C)a brother or sister;
(D)the spouse;
(E)if the person is a party to a union of concubinage - the other party of the union;
(F)a cohabitee;
(G)a parent, step-parent or adoptive parent of a spouse;
(H)a brother or sister of a spouse;
(I)a son, step-son, adopted son, daughter, step-daughter or adopted daughter; or
a grandson, granddaughter, great grandson or great granddaughter.
Schedule 9 Form of Increase Confirmation
To: The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Facility
Agent
From:[CADELER A/S][CADELER HOLDINGS LIMITED] as Borrower
Dated: []
Dear Sirs
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as an
Increase Confirmation for the purpose of the Facility Agreement. Terms defined in the Facility
Agreement have the same meaning in this Agreement unless given a different meaning in this
Agreement.
2We refer to Clause 2.2 (Increase) of the Facility Agreement.
3The Increase Lender agrees to assume and will assume all of the obligations corresponding to €
[] (the Increase Commitment) as if it was an Original Lender under the Facility Agreement.
4The proposed date on which the increase in relation to the Increase Lender is to take effect (the
Increase Effective Date) is [] or the date of confirmation of this Agreement by the Facility
Agent, whichever is later.
5On the Increase Effective Date, the Increase Lender becomes party to the relevant Finance
Documents as a Lender.
6The Increase Lender hereby appoints the Facility Agent to act as its agent under and in
connection with the Finance Documents in accordance with Clause 28 (Roles of Facility Agent,
Mandated Lead Arrangers and Green Loan Co-ordinator) of the Agreement.
7The administrative details of the Increase Lender for the purposes of this Agreement are set out
below:
[]
8The Increase Lender expressly acknowledges the limitations on the Lenders' obligations
referred to in Clause 2.2 (Increase).
9This Agreement may be executed in any number of counterparts and this has the same effect as
if the signatures on the counterparts were on a single copy of this Agreement.
10This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by English law.
…………………………
[Cadeler A/S][Cadeler Holdings Limited] as Borrower
…………………………
[the Increase Lender]
This Increase Confirmation is executed by the Facility Agent and the Increase Effective Date is
confirmed [].
……………………………
For and on behalf of
The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch
Schedule 10
Form of Resignation Letter
To: The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Facility
Agent
From:Cadeler A/S as Original Borrower and Cadeler Holdings Limited as Additional Borrower
Dated:
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1.We refer to the Agreement. This is a Resignation Letter. Terms defined in the
Agreement have the same meaning in this Resignation Letter unless given a different
meaning in this Resignation Letter.
2.Pursuant to Clause 28.3 (Resignation of the Original Borrower) of the Agreement, we
request that Cadeler A/S be released from its obligations as Original Borrower under
the Agreement.
3.We confirm that no Default is continuing or would result from the acceptance of this
request
4.This Resignation Letter and any non-contractual obligations arising out of or in
connection with it are governed by English law.
Cadeler A/S
Cadeler Holdings Limited
By:
By:
Schedule 11
Form of Deed of Accession
To:The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Facility
Agent
From:[UK ListCo] / [Cadeler Holdings Limited] and Cadeler A/S
Dated:
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1.We refer to the Agreement.  This is a Deed of Accession.  Terms defined in the Agreement
have the same meaning in this Deed of Accession unless given a different meaning in this
Deed of Accession.
2.[Cadeler Holdings Limited]/[UK ListCo]  agrees to become an Additional [Borrower]/[Guarantor]
and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor]
pursuant to [Clause 28.2 (Additional Borrowers)]/[Clause 28.4(Additional Guarantor)] of the
Agreement.  [Cadeler Holdings Limited]/[UK ListCo]  is a company duly incorporated under the
laws of England and Wales.
3.[Cadeler A/S confirms that no Default is continuing or would occur as a result of Cadeler
Holdings Limited becoming an Additional Borrower.]
4.[Cadeler Holdings Limited]/[UK ListCo] administrative details are as follows:
Address:
Email address:
Attention:
5.This Deed of Accession and any non-contractual obligations arising out of or in connection
with it are governed by English law.
This Deed of Accession is entered into by deed.
[Cadeler A/S]
[Cadeler Holdings Limited]/[UK ListCo] 
Schedule 12
Corporate Model – Example Forecast and Covenants Compliance Information
[REDACTED]
Schedule 13 Form of QPP Certificate
To:[] as Borrower
From:[Lender] (the Lender)
Dated:
Cadeler - Facility Agreement dated [] 2025 (the Facility Agreement)
1We refer to the Agreement. This is a QPP Certificate. Terms defined in the Agreement have the
same meaning in this QPP Certificate unless given a different meaning in this QPP Certificate.
2We confirm that:
2.1 we are beneficially entitled to all interest payable to us as a Lender under any Loan;
2.2 we are a resident of a qualifying territory; and
2.3 we are beneficially entitled to the interest which is payable to us on any Loan for genuine
commercial reasons, and not as part of a tax advantage scheme.
These confirmations together form a creditor certificate.
3In this QPP Certificate the terms resident, qualifying territory, scheme, tax advantage
scheme and creditor certificate have the meaning given to them in the Qualifying Private
Placement Regulations 2015 (2015 No. 2002).
4We authorise you to produce this QPP Certificate to an officer of HM Revenue & Customs in
accordance with regulation 7 of the QPP Regulations if required by such an officer.
[Name of Lender]
By:
[This QPP Certificate is required where a lender is a person eligible for the UK withholding tax
exemption for qualifying private placements; a separate QPP Certificate should be provided by
each such lender.]
SIGNATURES
THE ORIGINAL BORROWER
CADELER A/S
By:
/s/ Peter Brogaard Hansen
Name(s): Peter Brogaard Hansen
Title(s): Authorised Signatory
CADELER A/S (AS GUARANTOR FOLLOWING ITS RESIGNATION AS ORIGINAL BORROWER,
PURSUANT TO CLAUSE 28.3 (RESIGNATION OF THE ORIGINAL BORROWER), AND IN
ACCORDANCE WITH CLAUSE 18.1 (GUARANTEE AND INDEMNITY))
CADELER A/S
By:
/s/ Peter Brogaard Hansen
Name(s): Peter Brogaard Hansen
Title(s): Authorised Signatory
CADELER UK
CADELER UK LIMITED
By:
/s/ Peter Brogaard Hansen
Name(s): Peter Brogaard Hansen
Title(s): Authorised Signatory
GUARANTOR
CADELER UK LIMITED
By:
/s/ Peter Brogaard Hansen
Name(s): Peter Brogaard Hansen
Title(s): Authorised Signatory
THE GREEN LOAN CO-ORDINATOR
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
By:
/s/ Gilbert Ng
Name(s): Gilbert Ng
Title(s): Managing Director
THE ORIGINAL LENDERS
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
By:
/s/ Gilbert Ng
Name(s): Gilbert Ng
Title(s): Managing Director
CLIFFORD CAPITAL HOLDINGS PTE. LTD.
By:
/s/ Yeo Jia Jie
Name(s): Yeo Jia Jie
Title(s): Authorised Signatory
THE MANDATED LEAD ARRANGERS
CLIFFORD CAPITAL HOLDINGS PTE. LTD.
By:
/s/ Yeo Jia Jie
Name(s): Yeo Jia Jie
Title(s): Authorised Signatory
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
By:
/s/ Gilbert Ng
Name(s): Gilbert Ng
Title(s): Managing Director
THE FACILITY AGENT
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
By:
/s/ Andrea Stevenson
Name(s): Andrea Stevenson
Title(s): Vice President, Issuer Services

Exhibit 8.1
LIST OF SUBSIDIARIES OF CADELER A/S
Name of Subsidiary
Jurisdiction of Incorporation
Wind Orca Ltd.Cyprus
Wind Osprey Ltd.Cyprus
Wind Peak Ltd.Cyprus
Wind Pace Ltd.Cyprus
Wind Ally Ltd.Cyprus
Wind Ace Ltd.Cyprus
Cadeler Holdings LimitedUnited Kingdom
Cadeler International LimitedUnited Kingdom
Cadeler UK LimitedUnited Kingdom
Wind Scylla LimitedUnited Kingdom
Wind Maker LimitedUnited Kingdom
Wind Mover LimitedUnited Kingdom
Wind Keeper LimitedUnited Kingdom
Seajacks 3 LimitedJapan
Seajacks Japan LLCJapan



    

Exhibit 12.1
CERTIFICATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES IN FORM 20-F FOR 2025
I, Mikkel Gleerup, certify that:
1.    I have reviewed this annual report on Form 20-F of Cadeler A/S;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.    The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.    The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 24, 2026
By:/s/ Mikkel Gleerup
Name:     Mikkel Gleerup
Title:     Chief Executive Officer


    


Exhibit 12.2
CERTIFICATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES IN FORM 20-F FOR 2025
I, Peter Brogaard Hansen, certify that:
1.    I have reviewed this annual report on Form 20-F of Cadeler A/S;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.    The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.    The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 24, 2026
By:/s/ Peter Brogaard Hansen    
Name:     Peter Brogaard Hansen
Title:     Chief Financial Officer

    


Exhibit 13.1
CERTIFICATION OF MIKKEL GLEERUP, CHIEF EXECUTIVE OFFICER OF CADELER A/S, AND PETER BROGAARD HANSEN, CHIEF FINANCIAL OFFICER OF CADELER A/S, PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cadeler A/S (the "Company") on Form 20-F for the period ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge:
1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 24, 2026
By:/s/ Mikkel GleerupBy:/s/ Peter Brogaard Hansen
Name:    Mikkel GleerupName:    Peter Brogaard Hansen
Title: Chief Executive Officer
Title: Chief Financial Officer




    

Remuneration
Report 2025
For the year ending December 2025
Cadeler A/S. Incorporated in Denmark.  Registration Number (CVR no.): 3118 0503
Kalvebod Brygge 43, DK-1560 Copenhagen V, Denmark
2
Table of contents
3
Remuneration Report
This remuneration report (the “Report”) provides an overview of the total remuneration received by each
member of the Board of Directors (the “Board”), and the Executive Management (the “Executive
Management”) of Cadeler A/S (the “Company”) during the financial year ending 31 December 2025. The
Executive Management means the members of the executive management of the Company registered as such
with the Danish Business Authority. Currently the Executive Management consists of Mikkel Gleerup and Peter
Brogaard Hansen.
The remuneration of the Board and Executive Management has been provided in accordance with the
remuneration policy of the Company adopted by the Extraordinary General Meeting on 23 April 2024 and
available on the Company’s website, cadeler.com, (the “Remuneration Policy”). The over-all objective of the
remuneration policy is to attract, motivate and retain qualified members of the Board and the Executive
Management as the Company’s future development and success is dependent on management performance.
The remuneration of the Board and the Executive Management is designed to support the strategic goals of
the Company and to promote value creation for the benefit of the shareholders of the Company.
This Report has been prepared in accordance with section 139b of the Danish Companies Act (the “DCA”),
section 4.2.3 in the Recommendations on Corporate Governance (“Recommendations”) is-sued by the Danish
Corporate Governance Committee and the draft European Commission Guide-lines on the standardised
presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828
with regards to the encouragement of long-term shareholder engagement (the “Guidelines”).
The remuneration of the Board and Executive Management for the financial year ending 31 December 2025
complies with the framework provided by the Remuneration Policy. There has been no deviation or
derogation from the framework provided by the Remuneration Policy.
The information included in this Report has been derived from the audited annual report of the Company for
the financial year ending 31 December 2025 available on the Company’s website, cadeler.com. All amounts are
gross and quoted in EUR.
4
Introduction
The remuneration of the Board for 2025 was in compliance with the Remuneration Policy, which stipulates that
the Board may receive a fixed annual fee with the fee being pro-rated according to the date of the board
member’s election to the Board, and that the Board does not receive any incentive or share-based
remuneration. The remuneration of the Executive Management was in compliance with the Remuneration
Policy, with the receipt of cash bonus and share based incentives was based on performance criteria.
The remuneration of the Board and the Executive Management is designed to support the Company’s
development by ensuring that members of the Executive Management are incentivised to achieve both
financial and operational goals while supporting the long-term sustainability and development of the
Company.
5
Board of Directors
According to the Company’s Remuneration Policy, members of the Board receive a fixed annual base fee
approved by the Annual General Meeting. This annual base fee is determined in line with the market
practice of comparable listed companies, taking into account the required competencies, effort and scope
of work of the members of the Board.
The Chairman may receive an additional fixed fee of up to three times the fixed annual base fee for his/
her extended duties. Ordinary members of the Audit Committee, Remuneration Committee and
Nomination Committee may receive a supplementary fee of up to 50% of the fixed annual base fee, and
the Chairman of the Audit Committee, Remuneration Committee and Nomination Committee may receive
a supplementary fee of up to 100% of the fixed annual base fee.
No member of the Board is entitled to receive any share-based incentive, other variable remuneration or
pension contribution.
The following fees were approved at the General Meeting on 22 April 2025
Board
Audit Committee
Nomination
Committee
Remuneration
Committee
Member
EUR 76,923 (base fee)
EUR 8,547
EUR 2,137
EUR 8,547
Chairman
EUR 153,846 (base fee +
board chair fee) (waived)
EUR 17,094
EUR 2,137
EUR 8,547
Vice Chairman
EUR 115,385 (base fee +
vice chair fee) (waived)
—
—
—
6
Board of Directors
Continued from previous page
Table 1 – Remuneration of Board for 2025
Name
Role
Annual fee
Committee fees
Travel allowance
Benefits
Extraordinary
items
Total
remuneration
Andreas Sohmen-Pao
Chairman of the Board of Directors
Chairman of the Remuneration Committee
-
-
-
-
-
-
Emanuele Lauro
Vice Chairman of the Board of Directors
-
-
-
-
-
-
Ditlev Wedell-Wedellsborg
Board member
Member of the Remuneration Committee
76,923
8,547
-
-
-
85,470
Andrea Abt
Board member Member of the Audit
Committee
76,923
8,547
-
-
-
85,470
James Nish
Board member
Chairman of the Audit Committee
76,923
17,094
-
-
-
94,017
Colette Cohen
Board member
76,923
-
-
-
-
76,923
Thomas Thune Andersen
Board member
76,923
-
-
-
-
76,923
Total
384,615
34,188
-
-
-
418,803
Andreas Sohmen-Pao is employed by BW Group and has not received remuneration as a Cadeler board member in 2025.
Emanuele Lauro is employed by Scorpio Holdings Limited and has not received remuneration as a Cadeler Board member in 2025.
7
Executive Management
Members of the Executive Management are entitled to annual remuneration in accordance with the
Remuneration Policy, which may consist of the following fixed and variable remuneration components:
a.Annual fixed salary;
b.Employment Benefits,
c.Pension contribution,
d.Short-term and/or long-term incentive remuneration consisting of an annual performance-
based bonus in cash, shares, other share-based incentives, such as stock options, restricted share
units, warrants and phantom shares,
e.Employee retention incentives in the form of cash or share-based incentives, and
f.Termination and severance payments.
The choice of these components is intended to permit a well-balanced remuneration package reflecting (i)
the individual performance and responsibility of the members of the Executive Management in relation to
established goals and targets, both in the short and the longer term, and (ii) the Company’s overall
performance.
In accordance with the Remuneration Policy, any performance-based bonus awarded to members of the
Executive Management be subject to performance criteria determined by the Board. The performance
criteria may include both financial and non-financial targets related to the Company’s strategy and key
performance indicators, which may include, but are not limited to, the Company’s health and safety
record, revenue and EBITDA and the successful completion of projects, whether individually or collectively.
The composition of the remuneration of each individual member of the executive management is
determined with a view to contributing to the Company’s ability to attract and retain competent key
employees while, at the same time, ensuring that the Executive Management has an incentive to create
added value for the benefit of the Company’s shareholders through variable remuneration.
Table 2 - Remuneration for the Executive Management for 2025
Fixed Remuneration
Variable Remuneration
Name
Base salary
Benefits
Pension
Share based
payment
Cash bonus
Relocation bonus
Total
remuneration
Fixed/Total
Variable/Total
Mikkel Gleerup,
CEO
619,426
17,724
61,935
848,746
1,238,852
333,029
3,119,712
22%
78%
Peter Brogaard
Hansen, CFO
378,733
17,724
37,883
400,254
568,100
333,029
1,735,723
25%
75%
Total
998,159
35,448
99,818
1,249,000
1,806,952
666,058
4,855,435
8
Executive Management
Continued from previous page
Fixed Remuneration
The annual fixed base salary and benefits are intended to attract and retain competent key employees
with a view to contributing to the Company’s ability to obtain its short- and long-term targets. Members
of the Executive Management are entitled to receive a pension contribution of up to 10% of the fixed base
salary.
Variable Remuneration
Members of the Executive Management may in accordance with the Remuneration Policy be eligible to
receive an annual performance-based bonus in cash, shares as well as other share-based incentives, such
as stock options, restricted share units, warrants and phantom shares. The performance criteria shall be
determined by the Board and may include both financial and non-financial targets related to the
Company’s strategy and key performance indicators, which may include, but are not limited to, the
Company’s health and safety record, revenue and EBITDA and the successful completion of projects,
whether individually or collectively. The performance bonus shall be subject to the level of achievement of
performance targets to be defined and set annually by the Board of Directors and comprising one or
more financial years in the reference period.
The maximum annual value of a cash bonus and a share-based incentive grant, respectively, may not
exceed 200% of the fixed annual salary at the time of grant. Where a performance bonus is to be paid in
shares or other share-based incentives, the entitlement to shares shall be subject to a vesting period of at
least 12 months and requirement of continuous service during the vesting period. Vesting may be subject
to fulfilment of certain pre-defined criteria if determined by the Board of Directors.
Incentive Schemes
In December 2021, a new remuneration scheme was agreed with effect from January 2022, replacing the
existing share-based incentive schemes for members of the Executive Management.
1.In January 2022, the CEO was granted 55,430 Options over Cadeler shares which vested in May
2024 and expire in April 2027. The strike price will range from NOK 36.02 to NOK 38.42 depending
on the exercise period.
2.In May 2022, the CEO was granted 221,719 and the CFO was granted 67,440 options over Cadeler
shares, which will vest in May 2025 and expire in May 2028. The strike price will initially be NOK
40.24 and the grant is conditional upon continued employment with Cadeler.
3.In January 2023, the CEO was granted 130,416 and the CFO was granted 59,280 Restricted Share
Units, which will vest in July 2025.
4.In August 2023, the CEO and the CFO were granted 385,320 and 237,120 options over Cadeler
shares respectively, which will vest in August 2026 and expire in August 2029. The strike price will
initially be NOK 45.49 and the grant is conditional upon continued employment with Cadeler.
5.In May 2024, the CEO and the CFO were granted 122,825 and 70,186 Restricted Share Units
respectively, which will vest in May 2027 and the grant is conditional upon continued employment
with Cadeler.
6.In May 2024, the CEO and the CFO were granted 245,651 and 140,372 options over Cadeler shares
respectively, which will vest in May 2027 and expire in May 2030. The strike price will initially be
NOK 74.32 and the grant is conditional upon continued employment with Cadeler.
7.In March 2025, the CEO was granted 631,724 and the CFO was granted 280,766 options over
Cadeler shares respectively, which will vest in March 2028 and expire in March 2031. The strike
price will initially be NOK 60.20, and the grant is conditional upon continued employment with
Cadeler.
9
Executive Management
Continued from previous page
Extraordinary awards
Members of the Board and Executive Management may under the remuneration policy be offered
extraordinary awards in the form of a one-off bonus or other extraordinary variable remuneration. The
value of such extraordinary award may not exceed 100% of the fixed annual salary.
Termination and Severance Payments
According to the Company’s Remuneration Policy, the members of the Executive Management are
employed on individual contracts that are generally entered into for an indefinite term with a mutual right
of termination. The notice period may be up to 6 months for the member of the Executive Management
and up to 12 months for the Company. In case of termination, members of the Executive Management
may be entitled to a severance payment of up to 12 months’ total remuneration. In case of change of
control, members of the Executive Management will be entitled to 24 months total remuneration. 
Non-Monetary Benefits
Members of the Executive Management are offered customary employee benefits such as telephone,
computer and internet, as well as other benefits, including company car or company car allowance as
approved by the Board. The value of such benefits may not exceed 50% of the fixed annual salary.
Claw-Back
The Company has the option of reclaiming, in full or in part, granted incentive remuneration in certain
situations, including where incentive remuneration was awarded or paid out on the basis of in-formation
which subsequently proved to be incorrect. During the financial year ending 31 December 2025, no incentive
remuneration was reclaimed.
10
Overview
The development in the remuneration of the Board and Executive Management over the past five
financial years is summarised in the table below.
The result for the Group in 2025 was a profit of EUR 280,184 thousand compared to a profit of EUR 65,069
thousand in 2024, EUR 11,498 thousand in 2023, EUR 35,541 thousand in 2022, and EUR 7,451 thousand in
2021.
Average employee compensation per full time equivalents for onshore employees for the Group in 2025
was EUR 151 thousand compared to EUR 137 thousand in 2024, EUR 173 thousand in 2023, EUR 141
thousand in 2022 and EUR 131 thousand in 2021.
11
Table 3 – Comparison of remuneration over the past five financial years
Name
2025
2024
2023
2022
2021
2025 vs. 2024
2024 vs. 2023
2023 vs.2022
2022 vs. 2021
Mikkel Gleerup, CEO
3,119,712
2,124,876
1,909,870
1,010,372
873,484
994,836
215,006
899,498
136,888
Peter Brogaard, CFO
1,735,723
1,119,894
738,245
263,243
-
615,829
381,649
475,002
263,243
Mark Konrad, Former CFO
-
-
-
100,648
277,762
-
-
(100,648)
(177,114)
Emanuele Lauro
-
-
-
-
-
-
-
-
-
Andreas Sohmen-Pao
-
-
-
-
-
-
-
-
-
Andreas Beroutsos
-
-
-
-
-
-
-
-
-
David Cogman 
-
-
-
-
-
-
-
-
-
Connie Hedegaard
-
-
26,185
60,000
-
-
(26,185)
(33,815)
60,000
Jesper Lok
-
18,853
60,000
60,000
-
(18,853)
(41,147)
-
60,000
Ditlev Wedell-Wedellsborg
85,470
82,821
60,000
60,000
-
2,649
22,821
-
60,000
Andrea Abt
85,470
81,250
36,643
-
-
4,220
44,607
36,643
-
James Nish
94,017
81,130
-
-
-
12,887
81,130
-
-
Colette Cohen
76,923
57,531
-
-
-
19,392
57,531
-
-
Thomas Thune Andersen
76,923
12,253
-
-
-
64,670
12,253
-
-
Andreas Sohmen-Pao, Andreas Beroutsos and David Cogman are employed by BW Group, and BW Group has borne their remuneration. Emanuele Lauro is employed by Scorpio Holdings Limited, and Scorpio Holdings
Limited has borne his remuneration.
12
Kalvebod Brygge 43
DK–1560 Copenhagen V
Denmark
+45 3246 3100
www.cadeler.com

Exhibit 15.4

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-283947) of Cadeler A/S and in the related Prospectus of our reports dated March 24, 2026, with respect to the consolidated financial statements of Cadeler A/S, and the effectiveness of internal control over financial reporting of Cadeler A/S, included in the Annual Report (Form 20-F) for the year ended December 31, 2025.

/s/ EY Godkendt Revisionspartnerselskab

Copenhagen, Denmark

March 24, 2026