Annual  
Report  
2021  
For the year end 31 December 2021  
Cadeler A/S. Incorporated in Denmark. Registration Number (CVR no.): 3118 0503  
Arne Jacobsens Allé 7, 7. Floor, DK-2300 Copenhagen S, Denmark  
 
Contents  
3
6
8
Statement from the Chairman and the CEO  
2021 in Brief  
Management's Review  
19 Financial Highlights  
23 Consolidated Financial Statements  
30 Notes to the Consolidated Financial Statements  
70 Parent Company Financial Statements  
75 Notes to the Parent Company Financial Statements  
87 Statement by Management  
90 Independent Auditor's Report  
97 Forward-looking Statements  
2
 
Statement From the Chairman and the CEO  
2021 was a year of transition. The world began to emerge from the Covid-19  
pandemic, and the shift to green energy continued to accelerate. It has also been a  
time of transition for Cadeler, as we grew into our new identity as an independent,  
listed company.  
Heavy Industry to produce the new X-class vessels, which are the first of their kind  
to be exclusively constructed for the installation of wind turbines.  
With a deck space of 5,600 m2, a payload exceeding 17,600 metric tonnes and main  
crane capacity of above 2,000 metric tonnes at 53 metres, these vessels will be  
able to transport and install seven complete 15MW turbine sets or five 20+ MW  
turbine sets per load, lowering the number of trips needed for each project to  
optimise speed and energy efficiency. When our fleet is at full strength, it will be  
the largest in the industry in terms of loading capacity, and we expect to have  
around 35% of the global market's capacity to install the next-generation wind  
turbines under current projections.  
Despite continued uncertainty and disruption from the pandemic, we have put  
down strong foundations – signing contracts that break new ground and extend  
our visibility, and investing in new vessels and equipment that will set new industry  
standards.  
Investing to build a sustainable, state-of-the-art fleet  
Cadeler has a unique role to play in the offshore wind sector. We are enablers,  
making possible ambitious feats of engineering to harness the full potential of wind  
as a sustainable source of energy. Our responsibility to the industry and its future is  
something we take seriously. As a measure of this, we consulted widely with our  
clients before investing significantly in new equipment to meet our partners’  
evolving needs.  
All aspects of the X-class vessels have been planned to minimise their impact on  
the environment. Further sustainability initiatives will be executed in 2022 including  
the installation of fuel tracking systems on board the O-class vessels.  
To further decrease our environmental footprint onshore, we switched to electric  
and low-emission vehicles in the company. Moreover, we have signed up to the UN  
Global Compact, pledging to implement and monitor universal sustainability princi-  
ples and to report annually on our progress.  
Both of our trusted O-class vessels are now set to receive major upgrades.  
In December 2020, we contracted NOV-GustoMSC to equip Wind Orca with a new  
and improved crane. This will increase Orca’s capacity, payload and operational  
depth, ensuring it can satisfy the requirements of future offshore projects. In June,  
we also called the option to replace the main crane on Wind Osprey. These  
upgrade works are scheduled for completion early 2025.  
Maintaining a leading position in a fast-growing market  
Despite the challenging market conditions in 2021, we met expectations, delivering  
total revenues of EUR 61 million and an EBITDA of EUR 28 million, and achieving  
77% utilization for our two vessels despite significant mobilisation projects and  
statutory 5-year surveys on board.  
Even more significant is our order for two entirely new vessels, at a combined cost  
of EUR 548 million. On 30 June, we finalised the contract with COSCO SHIPPING  
3
 
In an increasingly crowded marketplace, we secured all the contracts we were  
aiming to win over the past year. We believe this to be a strong endorsement of our  
business culture and our track record of collaborating closely with clients, listening  
to their needs and building relationships of trust.  
and a pioneering record in renewable energy. Over the coming years, we plan to  
hire an additional 150 seafarers to join our current 160-strong crew.  
Our staff on land endured their own share of difficulty during the pandemic, with  
enforced office closures and home working mandates which put additional pres-  
sure on our tightly-knit team. Nevertheless, we were pleased to welcome over 20  
new onshore staff members to the Cadeler community, bringing our office head  
count close to 70. Even as we expand, we are determined to retain the character of  
a lean, agile team, and the advantages this brings in such a dynamic and fast  
developing industry.  
Advance interest in our X-class vessels has been very strong. In March, we signed  
the largest contract in the company’s history. Siemens Gamesa awarded Cadeler a  
EUR 100 million contract to transport and install turbines in an area over 200 km  
from the nearest loadout port. The newest additions to our fleet will be ideally  
suited to handling these wind turbines, each with an individual capacity above 14  
MW, and is expected to be one of the largest turbines in the world when installation  
begins in 2025. It is a powerful expression of trust in Cadeler, and confidence in the  
abilities of our new vessels.  
Making ourselves fit for future opportunity  
Even for those of us who have been in the industry for a long time, the renewables  
industry is currently moving at surprising speed. Demand for offshore wind energy,  
along with best-in-class transportation and installation services, will continue to  
accelerate, with the energy transition now established as a vital part of the interna-  
tional post-pandemic recovery plan.  
The year 2022 promises to be another exceptionally busy period with several  
industry ‘firsts’. We have already embarked on the Seagreen Offshore Wind Farm  
project, off the east coast of Scotland in the North Sea. In addition, work will begin  
on the Hollandse Kust Zuid project off the Netherlands – the first subsidy-free wind  
farm in Europe, and the largest in the world – where we will be installing 11MW  
turbines from Siemens. On completion, this wind farm will have an output equiva-  
lent to the annual consumption of more than two million Dutch households.  
Europe remains the focus of our operations, although we continue to investigate  
global opportunities: we are encouraged by exciting wind-power projects now  
planned or under way in places such as Japan, Taiwan, South Korea, Australia and  
the US. Over the longer term, emerging or disruptive technologies such as floating  
wind turbines – predicted to account for 10 to 20 per cent of the total market – will  
also offer attractive opportunities.  
Developing a strong and stable workforce  
Our ability to maintain success in challenging times comes down to the effort and  
determination of our people, both at sea and on shore. With normal crew rotation  
disrupted due to the pandemic, some of our seafarers were kept apart from their  
families for prolonged periods, yet consistently delivered up to expectations.  
In 2022, we expect significant improvements on all key metrics, with an expected  
revenue in the range of EUR 96 million to EUR 110 million (against EUR 61 million in  
2021) and an EBITDA in the range of EUR 56 million to EUR 70 million (compared to  
EUR 28 million in 2021).  
On 29 November, all our crew members transferred to direct employment contracts  
with Cadeler. As a newly independent company, we felt that they should be an  
integral part of our culture. We took this step in parallel with the reflagging of our  
fleet, which is now registered in Denmark, a nation with a proud maritime heritage  
With our focused growth strategy, strong pipeline of orders and dedicated team,  
we can be confident of navigating the uncertainties that lie ahead in 2022.  
4
 
Keeping safety at the top of our priorities, we will continue to work alongside part-  
ners in the offshore wind industry to power the green transition.  
We are grateful to our team for their hard work under challenging circumstances,  
and to our customers, shareholders, financiers, and other stakeholders for their  
invaluable support.  
Keeping safety at the top of our priorities, we will continue to work alongside part-  
ners in the offshore wind industry to power the green transition.  
We are grateful to our team for their hard work under challenging circumstances,  
and to our customers, shareholders, financiers, and other stakeholders for their  
invaluable support.  
Andreas Sohmen-Pao,  
Chairman of the board  
Mikkel Gleerup,  
CEO  
Andreas Sohmen-Pao,  
Chairman of the board  
Mikkel Gleerup,  
CEO  
5
 
2021 in Brief  
10  
29  
17  
24  
March  
November  
June  
August  
Largest contract  
in Company's history is signed  
with Siemens Gamesa  
O-class fleet reflags  
from Cypriot to Danish flag  
and 160 crew members are hired on  
Cadeler contracts  
Calling the option to replace  
the main crane on Wind Osprey  
Cadeler delivers 253%  
growth in revenue in the  
first half of 2021  
29  
December  
April  
30  
7
The Hornsea 2 and Triton Knoll  
projects are being  
June  
Cadeler announces signficant  
fleet expansion by doubling the  
amount of X-class vessels planned  
to be built  
October  
successfully finalized after  
installing 114 monopile  
foundations and 90 WTGs  
Contract for two new X-class  
vessels is signed with  
COSCO SHIPPING  
Ørsted chooses Cadeler as  
preferred supplier for  
German projects  
6
 
contract  
backlog  
EUR  
million  
409  
2021  
revenue  
EUR  
million  
61  
Enabling the  
transition  
EBITDAR  
EUR  
million  
28  
to a greener  
tomorrow  
384 528 37  
wind turbines  
installed since 2014  
foundations  
wind farms  
served since 2013  
installed since 2013  
7
 
Management  
Review  
8
 
Business Review  
Cadeler A/S is a leading offshore wind farm transportation and installation contractor
headquartered in Copenhagen, Denmark, with a sales office in Taipei, Taiwan.  
A new office in Vejle, Denmark, was opened in 2021.  
These are expected to start operations in late 2024 and the first quarter of 2025  
respectively.  
Developing the ability to meet the future needs of clients is a prime strategic goal.  
The construction of the two X-class vessels awarded to COSCO SHIPPING Heavy  
Industry – an order worth EUR 548 million – is a major step in future-proofing Cadeler’s  
operations and enabling the transition to renewable energy.  
While much of Cadeler’s early work was in wind turbine foundations, it is now primarily  
focused on installation of the new generation of increasingly complex wind turbines.  
A total of 384 wind turbine generators (WTG) and 528 wind turbine foundations have  
been completed, generating approximately 5.2 GW – equivalent to the electricity used  
in over 5 million European households. Cadeler has achieved industry records such as  
the fastest installation, deepest soil penetration and largest offshore turbine.  
In addition, Wind Orca and Wind Osprey are to be upgraded with new cranes to satisfy  
market demands for best-in-class WTG installation vessels. The upgrade will take place  
between October 2023 and March 2024, in a contract with NOV worth EUR 83 million  
that will be financed by the Company’s cashflow from 2021 to 2024.  
In addition to wind turbine installation, the Cadeler fleet performs operations and main-  
tenance, foundation installation and other tasks for the offshore renewable industry.  
It has established a solid market position, thanks to its pure-play vessels, high-quality  
equipment, experienced crews and reputation for the highest standards of safety,  
efficiency and precision.  
A new life as an independent company  
On 27 November 2020, Cadeler was listed on the Oslo Stock Exchange in Norway.  
In November 2021, it was announced that its vessels would sail under the Danish flag.  
All seafaring staff - more than 160 people, representing 16 nationalities - are now  
Cadeler employees rather than agency workers, and fully covered by Danish social  
security laws and Collective Bargaining Agreements.  
Cadeler’s order book for 2022 is full, with many high-profile projects in the pipeline.  
In March 2021, the company announced the highest-value project in its history:  
a EUR 100 million contract with Siemens Gamesa (comprising EUR 75 million in firm  
revenue and EUR 25 million in options) to transport and install turbines that will be the  
biggest in the world at their time of deployment.  
In all its operations, Cadeler’s mission remains the same: to provide excellence in  
services to the offshore wind industry and to be environmentally sustainable.  
During 2021, its vessels have contributed to the installation of over 1.8 GW of offshore  
wind energy capacity. As it ramps up activities, Cadeler is at the vanguard of the  
transition to a greener future.  
An unrivalled fleet  
At present, the Company operates two O-class jack-up wind farm installation vessels,  
Wind Orca and Wind Osprey. They are soon to be joined by two state-of-the-art X-class  
vessels, capable of handling the next generation of wind turbines.  
9
 
Finance Review  
At the end of April 2021, the Company successfully completed the private place-  
ment of 23 million shares priced at NOK 34.5 per share. In addition to the 115.6  
million shares at the beginning of the reporting period, the Company has 138.6  
million shares in issue as of 31 December 2021.  
Revenue in 2021 of EUR 61 million is an increase of 212% against 2020.  
Main drivers include:  
1. Both vessels achieved a 77% utilization rate at competitive market rates.  
2. Management took the decision to finish a maintenance contract earlier,  
freeing Wind Orca for higher yielding projects commencing in January 2021.  
On 17June 2021, the Company called the option of replacing the main crane on  
Wind Osprey by H1 2024. The option is part of the contract signed on 18 December  
2020 with NOV to replace the crane on the vessel Wind Orca. The total sum of the  
contract for replacement of both cranes is EUR 83 million, which will be due over  
the years from 2021 to 2024.  
Cost of sales of EUR 39 million was lower than 2020 by 15% as the combined cost  
of bareboat charges, right of use asset depreciation and vessel depreciation has  
decreased by EUR 9 million. Administrative expenses increased from EUR 10 million  
in 2020 to EUR 11 million in 2021 driven by higher employee compensation as the  
average number of onshore employees increased from 42 in 2020 to 58 in 2021.  
On 30June 2021, the Company signed a contract with COSCO SHIPPING Heavy  
Industry Co. Ltd. to build two new X-class wind turbine installation vessels.  
The total sum of the contract for the new vessels is approximately EUR 548 million,  
i.e. USD 651 million, of which a down payment of EUR 137 million was paid by  
August 2021. The remaining amounts will be due in the future as follows: EUR 82  
million in 2023, USD 197 million in 2024 and USD 193 million in 2025. On 8 July 2021,  
Cadeler’s largest shareholder BW Group provided COSCO SHIPPING Heavy  
Industry Co. Ltd. with a guarantee in respect of the sums owed by Cadeler pursuant  
to the two X-class vessels.  
The 2021 expected EBITDA was in the range of EUR 30 million to EUR 33 million,  
whereas the realized EBITDA amounted to EUR 28 million, compared to EUR -10  
million in 2020.  
The Group net result for the year is EUR 7 million profit (EUR 27 million loss in 2020),  
while Cadeler A/S as a parent company has a net result of EUR 3 million loss (EUR  
35 million loss in 2020), the difference is driven by the acquisition costing method  
towards the two subsidiaries, Wind Orca Ltd and Wind Osprey Ltd.  
The Company is currently negotiating a credit facility to secure funding for these  
payments including support from Export Credit Agencies.  
Knowledge ressources  
It is essential for Cadeler’s continued growth to attract and maintain highly skilled  
labour, including engineers with expertise to modify the vessels for customer  
projects and to support the continued operation of the vessels and commercial  
people with relevant industry skills.  
In the second half of 2021, the Group increased the overdraft facility from EUR 20  
million to EUR 40 million and updated the change of control clause.  
10  
 
Research and development activities  
Employment of vessels is key  
The Company has established a Research and Development department which will  
largely be focused on modernizing the fleet and investing time investigating the  
feasibility of innovative solutions for optimizing operations in the offshore wind  
market.  
The Group’s income is dependent on project contracts and vessel charters for the  
employment of the vessels. Typically, these contracts are concluded several years in  
advance, giving visibility of future deployment. However, there is a risk that it may be  
difficult for the Company to obtain future cover for the vessels and utilization may  
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  
can also be off-hire periods as a consequence of accidents, technical breakdown  
and non-performance. The cancellation or postponement of one or more employ-  
ment contracts can have a material adverse impact on the earnings of the Company.  
Special risks  
Operational risks  
The Company’s fleet currently consists of two Windfarm Installation vessels, Wind  
Orca and Wind Osprey (together the vessels). If any of the vessels are taken out of  
operation, this could materially impact the Company’s financial results.  
Impact from Covid-19  
In June 2021, the company called the option of replacing the main crane on Wind  
Osprey by the first half of 2024. The option is part of the contract signed on 18  
December 2020 with NOV to replace the crane on the Wind Orca vessel; in the same  
month, the Company announced the signing of a contract with COSCO SHIPPING  
Heavy Industry Co., Ltd. to build two new X-class wind turbine installation vessels.  
The Covid-19 pandemic and its effect on the global economy have continued to  
impact Denmark as well as the rest of the world. Despite the successful roll-out of  
vaccines around the world, a varying degree of uncertainty remained throughout  
2021. This was caused by new variants of Covid-19, varying vaccine effectiveness  
rates and the need for the reimposition of government-imposed restrictions.  
The Group is operating in the offshore industry and is thus subject to inherent  
hazards, such as breakdowns, technical problems, harsh weather conditions, environ-  
mental pollution, force majeure situations (nationwide strikes, etc.), 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.  
In 2021, the Covid-19 pandemic has put additional pressure on the physical and  
mental well-being of our employees caused by health risks and lockdowns.  
Cadeler has put great focus on protecting its employees during this time by  
prescribing guidelines and providing protective equipment. This has, among other  
things, ensured the health of employees during the pandemic.  
The Covid-19 pandemic has not impacted current or future projects and manage-  
ment remains focused on ensuring continued safe operation of the vessels.  
Throughout the pandemic, the Company has taken precautions by implementing  
safety procedures to lower the risk of a crew member being infected and carrying the  
virus onboard the vessels. The crew are aware of the procedures and are following  
these to ensure the safety of all onboard.  
Windfarm installation vessels, including the Company’s vessels, will also be subject  
to hazards inherent in marine operations, either while on-site or during mobilization,  
such as 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.  
11  
 
Data ethics
The Company pursues the long-term goals of decarbonisation and optimising  
energy efficiency. The Company strives to identify and reduce the negative impact  
that its business has on the environment, monitor performance and identify poten-  
tial areas for improvement. This is done, inter alia, by:  
As per section 99D of the Danish Financial Statements Act, Cadeler as a listed
company is obliged to disclose the Company’s policy towards data ethics.
Cadeler complies with all relevant laws and legislations concerning privacy, confi-
dentiality and cyber security and is in the process of outlining a specific data ethics
policy.
▶
Publication of an annual Sustainable Development Report, including selected  
sustainable development goals SDG 7, SDG 8, SDG 12, SDG 13 and SDG 14, which  
explains among other targets:  
At Cadeler, we manage data of various types from different sources. Our strategy
for handling such information is to ensure that it is created, maintained, and stored
in a safe and secure way. Our governance for handling data applies to all personnel,
both in our office and on board our vessels, as well as any third-party contractors
engaged on our behalf. For third parties, we take particular care to minimize loss of
information and sensitive information is only disclosed to authorised persons.
- Maintaining vessel compliance with MARPOL II requirements and operating  
on low sulphur fuels  
- Improvements to vessel design for our new build vessels, which are  
currently under construction  
Foreign exchange risks  
The Company is exposed to foreign currency risks. Income is primarily invoiced in  
EUR, as are most costs, or in DKK, which is pegged to the EUR. A significant  
proportion of the Company's operating and administrative costs are invoiced and  
paid in USD.  
- Planning for energy efficiency improvements on the O-class  
Credit risks  
The Company adopts stringent procedures on extending credit terms to customers  
and on the monitoring of credit risk. The Company deals only with customers with  
an appropriate history and obtains sufficient security where appropriate to mitigate  
credit risk. Historically only immaterial credit losses have been experienced.  
Impact on the external environment  
Sustainability is a strategic objective for the Company and is key to its ability to  
create long-term value for its shareholders. It represents an opportunity for innova-  
tion, improved efficiency and a foundation for growth. The Company is committed  
to delivering leadership in environmental, health and safety, employment, business  
partnership and community matters across its value chain.  
12  
 
Corporate Governance
The Company’s corporate governance principles are based on, and in all material
aspects in compliance with, the Norwegian Code of Practice and applicable Danish
law. A full copy of the Company’s corporate governance code is available on the
Company’s website:
Board of Directors  
Andreas Sohmen-Pao, Chairman of the Board at Cadeler as well  
as Chairman of BW Group and publicly listed affiliates BW  
Offshore, BW Energy, BW LPG, BW Epic Kosan and Hafnia.  
Mr. Sohmen-Pao is Chairman of the Global Centre for Maritime  
Decarbonisation and a trustee of the Lloyd’s Register Foundation.  
www.cadeler.com/media/1721/cadeler-corporate-governance-policy.pdf
Statutory CSR report
To fulfil the requirement for statutory reporting on corporate responsibility cf. section
§99a and §99b of the Danish Financial Statements Act, the Company have
published a Sustainable Development Report for 2021, which is available on the
Company’s website.:
David Cogman is board member. He is a Director of Swire Pacific  
Limited and of various subsidiaries within the Swire Pacific Limited  
group, and is also Chairman of the Hong Kong Philharmonic  
Society. Mr. Cogman was previously a Partner of McKinsey &  
Company in its Hong Kong SAR and Shanghai offices.  
www.cadeler.com/media/1722/cadeler-sustainability-development-report-2021.pdf
Gender composition of Management
Cadeler has set a goal to increase the number of women on the board to two by the
end of 2022. Currently the Company has one woman in the Board of Directors.
Jesper T. Lok is board member and chairs the Remuneration  
Committee. Mr. Lok has held leadership positions in various multi-  
national corporations within the transport & logistics, energy and  
infrastructure sectors. He worked for 25 years with A.P. Møller-  
Maersk, served as CEO of SVITZER, Danish Railroads, and Falck  
Emergency.  
Cadeler has set a goal to increase the number of women in other managerial posi-
tions to 30% by the end of 2025. During 2021, four of our onshore managers at other
managerial positions were women (two in 2020) and ten were men (twelve in 2020),
equal to 29% women. We wish to ensure a diverse workforce and have the determi-
nation of increasing the underrepresented gender on management levels. Cadeler
seek to have at least one person of each gender represented among the last three
candidates in the hiring process for management positions.
Mr. Lok currently serves as the Chairman for DAGROFA, Nature  
Energy and Vestergaard Company and Director for ALLIANCE+,  
PISIFFIK, Relyon Nutec and Silverstream Technologies.  
Overall, the current onshore gender composition in Cadeler as of 31 December 2021
is 62% men and 38% women.
13  
 
Ditlev Wedell-Wedellsborg is board member and chairs the  
Audit Committee with extensive experience in the shipping  
industry. He is currently the owner and Chairman of Weco Invest  
A/S.  
Andreas Beroutsos is board member. Mr. Beroutsos has served  
as Managing Director of Investments at BW Group since January  
2020. Prior to joining BW, he was Private Equity Partner at HRS  
Management LLC. During his career he served as the Executive  
Vice-President, Private Equity and Infrastructure, for la Caisse de  
depot et placement du Quebec, Partner and Senior Managing  
Director at Eton Park Capital Management and Director and  
Senior Partner at McKinsey & Company in New York.  
Mr. Wedell-Wedellsborg also serves as Chairman for Vind A/S and  
Wessel & Vett Foundation, Director of Donau Argo and Damptech  
A/S and advisor to Aquitas.  
Mr. Beroutsos currently serves on the Boards of Directors of  
Navigator Holdings (NYSE: NVGS), BW Solar and Ductor Oy on  
behalf of BW Group, as well as on the Boards of PetSmart and  
HIG Acquisition Corp. (NYSE: HIGA).  
Connie Hedegaard is board member and chairs the Nomination  
Committee. Ms. Hedegaard has an extensive track record in  
positions related to sustainability and the environment.  
She has previously served as the EU Commissioner for Climate  
Action from 2010 to 2014 and has served as the Danish Minister  
for three separate posts: Climate and Energy, Nordic Coopera-  
tion, and the Environment.  
Ditlev Wedell-Wedellsborg, Jesper T. Lok and Connie Hedegaard are considered to  
be Independent Directors.  
Ms. Hedegaard is chairing a number of foundations and executive  
boards, including OECD’s Round Table for Sustainability, KR Foun-  
dation, Aarhus University, and Denmark’s green think tank,  
Concito. Moreover, she is the Vice-Chairwoman of the Fonden  
Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping and  
serves as board member in Danfoss, Nordex, Teknologisk Institut,  
Fonden Constructive Foundation and the European Climate  
Foundation.  
During the year 2021 there was a 100% attendance rate of Board Directors at Board  
Meetings.  
14  
 
Executive management  
Mikkel Gleerup is CEO. He has been with the Company since  
2017 and has been CEO since November 2017.  
He has previously held the position as COO from February 2017.  
Mr. Gleerup has more than 16 years’ experience in the offshore  
wind segment, with, inter alia, experience from Siemens Wind  
Power, Global Marine Systems Ltd. and A.P. Møller-Maersk.  
Mikkel Gleerup holds an MBA from INSEAD, MSc Transportation  
and Maritime Management and a Master Mariner’s certificate.  
Mikkel Gleerup does not have other roles or positions of trust  
outside the Company.  
Mark Konrad is CFO. He has been with the Swire Group since  
January 2020 and was seconded to Cadeler as CFO in November  
2020. Konrad has more than 10 years of experience in finance and  
accounting. Konrad holds a 1st Class BA (Hons). in Finance,  
Accountancy and Management.  
Mark Konrad does not have other roles or positions of trust  
outside the Company.  
15  
 
Largest shareholders  
Change of control  
As per 31 December 2021, three shareholders held shares in excess of 5% of the  
total share capital of Cadeler. BW Wind Services Ltd held 32.15%, Swire Pacific  
Offshore Operations (PTE) Limited held 28.22% and Handelsbanken Fonder AB  
held 5.08% of the total share capital.  
The EUR 95 million credit facility entered into with DNB Bank ASA and SpareBank 1  
SR-Bank on 4 November 2020 has a change of control clause which is triggered:  
If any person or group of persons (other than Swire Pacific 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 facility agent (acting on instructions from the  
majority lenders) may by written notice of ten (10) business days cancel the facili-  
ties and require repayment of all amounts outstanding under the facilities.  
Share capital increases and issuance of shares  
At the end of April 2021, the Company successfully completed the private place-  
ment of 23 million shares priced at NOK 34.5 per share. In addition to the 115.6  
million shares at the beginning of the reporting period, the Company has 138.6  
million shares in issue as of 31 December 2021.  
Customer contracts may include change of control clauses, which are considered  
customary for the industry.  
Purchase of own shares  
Anti-corruption  
At the general meeting held on 26 October 2020, the board of directors was  
granted an authorisation in the period until 30 September 2025 to purchase own  
shares of the Company. The Company does not plan to repurchase any own shares  
for the time being other than for the purpose of satisfying its obligations under the  
Company’s share-based incentive programmes.  
Cadeler also has a Supply Chain Sustainability Code of Conduct, which outlines our  
expectations for the companies we work with. There is both a business and a moral  
case for ensuring that human rights and anti-corruption principles are upheld  
during our operation and throughout our value chain. In order to further reduce any  
risk of poor practice within our supply chains, we are strengthening our system for  
ensuring our suppliers comply with our requirements.  
Voting rights  
As per 31 December 2021 there were 138,574,468 issued shares in Cadeler.  
At the general meeting, each share of the nominal value of DKK 1 shall carry one  
vote. No shareholders have any special or different voting rights pursuant to the  
Articles of Association.  
Resolutions at general meetings shall be passed by a simple majority of votes cast,  
unless otherwise prescribed under the Danish Companies Act or by the Articles of  
Association. Adoption of changes to the Articles of Association, dissolution of the  
Company, merger or demerger requires that the resolution is adopted by at least  
2/3 of the votes cast as well as of the share capital represented at the general  
meeting. The provisions in the Articles of Association relating to a change of the  
rights of shareholders or a change to the capital are not more stringent than  
required by the Danish Companies Act.  
16  
 
2022 Outlook  
Cadeler will continue to provide construction, maintenance, decommissioning and  
other services for the renewable offshore industry. Due to the current contract  
coverage, the financial performance of the Group for 2022 is expected to result in a  
revenue of between EUR 96 million to EUR 110 million, compared with revenue of  
EUR 61 million in 2021.  
focus on energy independence, and the need for a swift and comprehensive transi-  
tion to renewable sources.  
Furthermore, Cadeler has started to explore new offshore wind markets, primarily in  
Asia and the US. The Group will continue to monitor these opportunities while  
evaluating the possibility of building a new pipeline of projects in markets outside  
the EU and determining whether this could drive a healthy business model in the  
future.  
EBITDA is expected to be in the range of EUR 56 million to EUR 70 million in 2022.  
This compares favourably with the EBITDA of EUR 28 million achieved in 2021.  
From 2021 onwards, the Company considers EBITDA as a performance measure  
(see Note 25).  
Given that the Group is currently in a fleet expansion phase, during which it is  
investing in new vessels and equipment to facilitate future growth, the Group does  
not expect to make dividend payments in the medium term.  
The Company has signed contracts that will provide a steady, continuous flow of  
projects from 2022 to 2026. This strong pipeline will deliver a total value of EUR  
409 million. The Company is actively bidding on tenders up to 2030.  
Cadeler's guidance for 2022 is subject to risks and uncertainties, many of which are  
beyond Cadeler's control. One-off market-shaping events such as strikes, embar-  
goes, 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 and non-performance. The cancellation or post-  
ponement of one or more vessel employment contracts could have a material  
adverse impact on the earnings of the Company.  
As detailed in the Business Review section of this report, the Group’s focus until  
2025 is on growing and future-proofing the Company by acquiring new equipment  
and recruiting qualified personnel. This includes major investment in new cranes for  
the existing O-class vessels, and the building of two state-of-the-art X-class  
vessels that will be suitable for the largest and most advanced offshore projects.  
A recruitment drive is under way, which will substantially increase the workforce  
both at sea and on shore.  
Macroeconomic trends and tailwinds are favourable for the offshore sector and for  
Cadeler. The industry stands to benefit from long-term policy such as the EU  
Strategy on Offshore Renewable Energy, with its target of increasing total capacity  
to 60 GW by 2030, and 300 GW by 2050. Recent geopolitical events have brought  
17  
 
With every  
wind turbine,  
a new step  
forward  
18  
 
Financial  
Highlights  
19  
 
Financial Highlights  
Key figures  
2021  
20201  
20192  
20182  
20172  
1 Up until 25 September 2020,  
the consolidated figures only  
included numbers for the  
EUR'000  
IFRS  
IFRS  
IFRS  
IFRS  
Danish GAAP  
Time charter hire revenue  
Other revenue  
49,538  
11,400  
60,938  
27,626  
22,059  
11,134  
16,912  
2,589  
32,667  
5,715  
61,172  
10,481  
71,653  
36,964  
16,198  
6,718  
-
-
parent company, Cadeler A/S.  
As of 25 September 2020, the  
two subsidiaries, Wind Osprey  
Ltd and Wind Orca Ltd, were  
established. From this point in  
time, the consolidated figures  
comprised Cadeler A/S, Wind  
Osprey and Wind Orca.  
Revenue (total)  
19,501  
38,382  
11,774  
44,644  
19,568  
-
EBITDAR3  
(10,480)  
(26,258)  
(35,914)  
8,881  
Gross profit/(loss)  
Operating profit/(loss)  
Net financials  
(6,249)  
(13,645)  
(8,538)  
(23,763)  
(7,819)  
(65)  
2 Figures for the years 2019,  
2018 and 2017 only include  
numbers for the parent  
company, Cadeler A/S.  
(3,696)  
7,451  
(11,345)  
(6,339)  
Profit/(loss) for the year  
(27,032)  
(6,338)  
3 EBITDAR is earnings before  
interest, tax, depreciation,  
amortization, foreign exchange  
gains/losses and bareboat  
rent in the form of variable  
lease fee and right-of-use  
Total assets  
Non-current asset  
Total liabilities  
Equity  
424,766  
400,148  
99,510  
336,811  
253,270  
95,739  
111,169  
93,153  
134,843  
108,794  
124,180  
10,663  
25,789  
50  
124,269  
(13,100)  
8,786  
17,002  
asset amortisation.  
325,256  
241,063  
Cash flow from operating activities  
Cash flow from investing activities  
Of which investment in property, plant and equipment  
Cash flow from financing activities  
Cash and cash equivalents  
30,200  
(163,375)  
(162,941)  
71,847  
(9,597)  
(256,138)  
(256,138)  
328,118  
(2,012)  
(64)  
12,151  
28  
(64)  
(172)  
(31)  
2,922  
1,243  
(12,579)  
397  
2,308  
63,636  
20  
 
1 Up until 25 September 2020,  
the consolidated figures only  
included numbers for the  
parent company, Cadeler A/S.  
As of 25 September 2020, the  
two subsidiaries, Wind Osprey  
Ltd and Wind Orca Ltd, were  
established. From this point in  
time, the consolidated figures  
comprised Cadeler A/S, Wind  
Osprey and Wind Orca.  
Financial Highlights  
Continued from previous page  
EUR'000  
2021  
20201  
20192  
20182  
20172  
Financial ratios  
Return on assets (%), annualised  
Return on equity (%)  
Equity ratio (%)  
1.8%  
2,3 %  
76.6 %  
562  
-8.1%  
-11.3%  
71.6%  
470  
-21.4%  
-181.4%  
-11.8%  
383  
-4.7%  
-59.5%  
7.9%  
-24.6%  
-37.3%  
65.9%  
403  
2 Figures for the years 2019,  
2018 and 2017 only include  
numbers for the parent  
company, Cadeler A/S.  
Contracted days (no. of days)  
Utilization (%)  
443  
3 EBITDAR is earnings before  
interest, tax, depreciation,  
amortization, foreign exchange  
gains/losses and bareboat  
rent in the form of variable  
lease fee and right-of-use  
asset amortisation.  
76.9%  
64.4%  
52.5%  
60.7%  
55.2%  
Share related key figures  
Earnings per share (EPS)  
0.06  
0.06  
(1.04)  
(1.04)  
(30.50)  
(30.50)  
(8.10)  
(8.10)  
(8.10)  
(8.10)  
Diluted earnings per share (diluted EPS)  
4 Offshore crew was hired  
directly by the Company by the  
end of November 2021.  
Average number of employees  
Average number of full-time  
employees reflect the number  
of seafarers divided by 12  
Onshore  
58  
12  
42  
33  
32  
28  
Offshore4  
months. The Company had 148  
seafarers by the end of 2021.  
Financial ratios are calculated in accordance with the terms and definitions included  
in the accounting policies (note 2.24 to the consolidated financial statements).  
The audited financial statements for 2017 did not provide a revenue split.  
The Company did not present cash flow statements nor gross profit/(loss) under  
Danish GAAP. Therefore, cash flow statements and gross profit/(loss) are not  
presented for 2017.  
2021, 2020, 2019 and 2018 figures are prepared in accordance with IFRS and 2017 is  
prepared in accordance with Danish GAAP.  
The most material difference between IFRS and Danish GAAP relevant for the Group  
is the application of IFRS 16.  
21  
 
22  
 
Consolidated  
Financial  
Statements  
23  
 
Consolidated Statement of Profit and  
Loss and Other Comprehensive Income  
EUR’000  
Note  
2021  
60,938
(38,879)
22,059
2020  
19,501
EUR’000  
Note  
2021  
2020  
Revenue  
3
4
Profit/loss for the year attributable to:  
Equity holders of the parent  
Cost of sales  
Gross (loss)/profit  
(45,759)
(26,258)
10  
7,451
7,451  
(27,032)
(27,032)  
Administrative expenses  
4
(10,925)
11,134
(9,646)
Total comprehensive income attribut-  
able to:  
Operating (loss)/profit  
25  
(35,914)
Equity holders of the parent  
10  
7,451
7,451  
(27,032)
(27,032)  
Finance income  
8
8
1,795
(5,491)
7,438
16,811
(7,930)
Finance costs  
Profit/loss before income tax  
(27,033)
Earnings per share  
Basic, profit/loss for the year attribut-  
able to ordinary equity holders of the  
parent (EUR per share)  
Income tax credit/expense  
9
13
1
Profit/loss for the year  
7,451
(27,032)
10  
10  
0.06
0.06
(1.04)
(1.04)
Diluted, profit/loss for the year attrib-  
utable to ordinary equity holders of  
the parent (EUR per share)  
Other comprehensive income  
Other comprehensive income/  
(loss) for the year, net of tax  
-
-
Total comprehensive income  
for the year, net of tax  
7,451
(27,032)
24  
 
EUR’000  
Note  
2021  
2020  
Consolidated Balance Sheet  
Equity  
Share capital  
20  
18,641
339,400
(32,785)
325,256
15,557
265,742
(40,236)
241,063
Share premium  
EUR’000  
Note  
2021  
2020  
(Accumulated losses)/retained earnings  
Total equity  
Assets  
Non-current assets  
Intangible assets  
Liabilities  
15  
16  
17  
402
399,087
464
-
252,327
740
Non-current liabilities  
Lease liabilities  
Property, plant and equipment  
Rights-of-use assets  
Leasehold deposits  
Deferred tax asset  
Total non-current assets  
22  
3
209
969
507
5,740
Deferred charter hire income  
Debt to credit institutions  
Total non-current liabilities  
195
203
23  
44,476
45,654
63,867
70,114
19  
-
-
400,148
253,270
Current liabilities  
Current assets  
Trade and other payables  
Payables to related parties  
Deferred charter hire income  
Lease liabilities  
18  
24  
3
9,703
63
7,262
5,384
3,070
285
Inventories  
13  
12  
24  
14  
19  
11  
440
20,373
-
312
11,788
7,463
Trade and other receivables  
Receivables from related parties  
Other current assets  
Current Income tax receivables  
Cash and bank balances  
Total current assets  
Total assets  
15,187
298
22  
19  
23  
1,497
-
190
Current income tax liabilities  
Debt to credit institutions  
Total current Liabilities  
Total liabilities  
6
-
152
28,599
53,857
99,511
424,766
9,633
25,634
95,739
336,811
2,308
24,618
424,766
63,636
83,541
336,811
Total equity and liabilities  
25  
 
Consolidated Statement of Changes in Equity  
Share  
capital  
Share  
premium  
(Accumulated losses)/  
retained earnings  
EUR’000  
Total  
2020  
Beginning of financial year  
104
-
-
(13,204)
(13,100)
(27,032)
-
Loss for the year  
-
(27,032)
Other comprehensive income for the year, net of tax  
Total comprehensive loss for the year  
Capital increase by contribution in-kind  
Capital increase from IPO  
-
-
-
-
10,379
5,074
-
-
(27,032)
(27,032)
200,516
83,865
(3,342)
156
190,137
78,791
(3,342)
156
-
-
Transaction costs in relation with capital increase  
Share-based payments  
-
-
-
End of financial year  
15,557
265,741
(40,236)
241,063
2021  
Beginning of financial year  
Profit for the year  
15,557
265,741
(40,236)
7,451
-
241,063
7,451
-
-
-
-
-
-
-
Other comprehensive income for the year, net of tax  
Total comprehensive loss for the year  
7,451
7,451
Capital increase  
3,084
76,134
(2,154)
(321)
-
79,218
(2,154)
(321)
Transaction costs in relation with capital increase  
Share-based payments  
-
-
-
-
End of financial year  
18,641
339,400
(32,785)
325,257  
26  
 
Consolidated Statement of Cash Flows  
EUR’000  
Note  
2021  
2020  
Cash flow from operating activities  
Profit/loss for the year  
7,451
(27,032)
Adjustments for:  
Depreciation and amortization  
Gain on derecognition of lease assets and liabilities  
Interest expenses  
16,479
-
15,482
(7,703)
1,131
(1)
4,506
-
Income tax expense  
Share-based payment expenses  
(321)
28,115  
156
(17,967)  
Changes in working capital:  
Inventories  
(128)
(9,883)
2,448
7,463
(5,319)
7,346
1,927
158
(51)
4,541
Trade and other receivables  
Trade and other payables  
Receivables from Swire group entities  
Payables to Swire group entities  
Deferred revenue  
3,893
(7,463)
5,384
3,851
Net change in working capital  
Income tax paid  
10,155
(1,785)
(9,597)
Net cash provided by operating activities  
30,200
27  
 
Consolidated Statement of Cash Flows  
Continued from previous page  
EUR’000  
Note  
2021  
2020  
Cash flow from investing activities  
Additions to property, plant and equipment  
Additions to intangibles  
(162,941)
(434)
(256,138)
-
Net cash (used in)/provided by investing activities  
(163,375)
(256,138)
Cash flow from financing activities  
Principal repayment of lease liabilities  
Interest paid  
22  
(285)
(3,930)
-
(11,226)
(4,136)
(10,846)
284,381
(3,342)
73,287
-
Payables to Swire group entities  
Proceeds from issue of share capital  
Transaction costs on issues of shares  
Proceeds from borrowing  
79,218
(2,154)
-
22  
22  
Proceeds from overdraft  
8,998
(10,000)
71,847
Repayment of loan  
-
Net cash used in financing activities  
328,118
Net increase/(decrease) in cash and cash equivalents  
Cash and cash equivalents at beginning of financial year  
Cash and cash equivalents at end of financial year  
(61,328)
63,636
2,308
62,393
1,243
11  
63,636
28  
 
29  
 
Notes to  
the Consolidated  
Financial  
Statements  
30  
 
Note 1  
Note 2  
General Information  
Significant Accounting Policies  
Corporate information  
2.1 Basis for preparation  
Cadeler A/S is incorporated and domiciled in Denmark. The address of its regis-
tered office is Arne Jacobsens Allé 7, 7., DK-2300 Copenhagen S, Denmark.  
These consolidated financial statements are prepared in accordance with Interna-  
tional Financial Reporting Standards ("IFRS") as adopted by the EU as well as  
additional Danish disclosure requirements applying to listed companies. Further  
they are prepared in accordance with IFRS as issued by the International  
Accounting Standards Board (“IASB”).  
The Group is a leading offshore wind farm T&I contractor headquartered in Copen-  
hagen, Denmark. The Group owns and operates two offshore jack-up windfarm  
installation vessels, Wind Orca and Wind Osprey. In addition to wind farm installa-  
tion, these vessels can perform maintenance, construction, decommissioning, and  
other tasks within the offshore industry.  
The preparation of these 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 financial statements  
are further described in note 2.23.  
The consolidated financial statements of the Group is composed of the Financial  
Statements of the company Cadeler A/S and its subsidiaries (which are fully  
owned by the parent company Cadeler A/S). The subsidiaries of Cadeler A/S are  
the two companies owning the wind farm installation vessels, Wind Orca Ltd and  
Wind Osprey Ltd.  
The accounting policies are unchanged from 2021. The financial statements are  
presented in euros and all values are rounded to the nearest thousand (€000),  
except when otherwise indicated.  
Comparative figures  
Comparative figures reflect the IFRS consolidated financial statements for Cadeler  
A/S. The activities between the two years are unchanged, hence the numbers are  
comparable.  
31  
 
European Single Electronic Format (ESEF)  
2.3 Revenue recognition  
As a group with securities listed on a regulated market within the EU, 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.  
2.3.1 Time charter  
Revenue from time charter revenue is generated from leasing of vessels and provi-  
sion of services within wind farming projects, catering and accommodation and  
mobilization.  
As such, the Annual Report is therefore 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 90.  
For general use, a PDF version of the Annual Report is published in line with  
previous years.  
A time charter contract consists of a leasing component (the bareboat element)  
and a service component. The service component is within the scope of IFRS 15,  
while the leasing component is within the scope of IFRS 16. Refer to Note 2.11 on  
accounting policy for leases. Both the service component and the leasing compo-  
nent are recognized as revenue over time over the leasing period.  
2.2 Changes in accounting policies and disclosures  
The Group has adopted standards and interpretations effective as of 1 January  
2021.  
Prepayments from customers for which the service component has yet to be  
provided are recognized as deferred charter hire income and recognized as  
revenue over the period during which the services are performed.  
The Group has not early adopted any other standard, interpretation or amend-  
ments that have been issued but are not yet effective.  
Payments from customers for the bareboat element are recognized over time in  
accordance with the length of the customer contract. Prepayments from  
customers for the leasing component are recognized as deferred charter hire  
income. Refer to Note 2.16 for accounting policy on deferred charter hire income.  
The new and amended standards and interpretations that are issued, but not yet  
effective, up to the date of issuance of the Group’s financial statements are not  
expected to have a material impact on the Group.  
2.3.2 Catering and accommodation income  
Catering and accommodation income comprise income derived from catering  
services and the provision of accommodation. Revenue is recognized as the  
service is being provided over time.  
32  
 
2.3.3 Mobilization income  
2.7 Borrowing costs  
Mobilization income comprises income for vessel mobilization to support customer  
projects. Revenue is recognized over time as the service is being provided.  
Borrowing costs are recognized in profit or loss using the effective interest method.  
2.8 Income taxes  
2.3.4 Sundry income  
2.8.1 Income tax  
Sundry income comprises income derived from the mark up on cost recharged to  
clients for example fuel, and specific charter equipment requests by the customer.  
Revenue is recognized on consumption or delivery of charter equipment.  
Current income tax for current and prior periods is recognized 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 by the balance  
sheet date.  
2.4 Interest income  
Interest income is recognized using the effective interest method.  
Management periodically evaluates positions taken in tax returns with respect to  
situations in which applicable tax regulation is subject to interpretation. It estab-  
lishes provisions, where appropriate, on the basis of amounts expected to be paid  
to the tax authorities.  
2.5 Cost of sales and administrative expenses  
Cost of sales and administrative expenses include the year's expenses relating to  
the Group's core activities, including depreciation, crew hire and expenses relating  
to operation of vessels, maintenance, staff costs and administration costs.  
Deferred income tax is recognized for all temporary differences arising between  
the tax bases of assets and liabilities and their carrying amounts in the financial  
statements except when the deferred income tax arises from the initial recognition  
of an asset or liability that affects neither accounting nor taxable profit or loss at  
the time of the transaction.  
2.6 Employee compensation  
Employee benefits are recognized as an expense, unless the cost qualifies to be  
capitalized as an asset.  
Employee compensations include wages and salaries, including compensated  
absence and pensions, as well as other social security contributions made to the  
entity’s employees or public & government authorities. The item is net of support  
schemes made by public & government authorities.  
Deferred income tax is measured at the tax rates that are expected to apply when  
the related deferred income tax asset is realized or the deferred income tax liability  
is settled, based on tax rates and tax laws that have been enacted or substantively  
enacted by the balance sheet date.  
Current and deferred income taxes are recognized as income or expenses in profit  
or loss, except to the extent that the tax arises from a transaction which is recog-  
nized directly in equity.  
33  
 
2.8.2 Tonnage tax  
Subsequent expenditure relating to property, plant and equipment that has already  
been recognized 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 main-  
tenance expenses are recognized in profit or loss when incurred.  
The Danish tonnage tax scheme was extended to give vessels such as those  
operated by the Company the option to elect to be included in the scheme. 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 income, expenses, and  
depreciation. The Company participates in the scheme from 27 November 2020.  
To keep performing their operational activity, the vessels have an obligation to go  
through drydock procedures every five years. The costs of the drydock procedures  
are capitalized per their purchase price and any costs that are directly attributable  
to bringing the vessels to the location and condition necessary for the drydock  
procedures.  
As the vessels are registered in Cyprus and owned by the subsidiaries in Cyprus,  
the Group is also subject to tonnage taxation in Cyprus. This tonnage taxation  
income is calculated based on a fixed tax amount per tonne.  
As both of these tax schemes are on a notional income derived from tonnage  
capacity and not based on the entities' actual income and expenses, the Group  
does not consider the schemes to fall under the rules of IAS 12. Consequently, the  
tonnage tax expenses are not presented as part of tax expense in the statement of  
profit and loss, but are recognized under costs of sales.  
Depreciation is calculated using the straight-line method to allocate their depre-  
ciable amounts over the assets’ estimated useful life. The estimated useful life is  
as follows:  
Useful life  
2.9 Inventories  
Vessels and furnished equipment  
Up to 25 years  
5 years  
Inventories are carried at the lower of cost and net realizable value. Cost is deter-  
mined using the first-in, first-out basis. Net realizable value is the estimated selling  
price in the ordinary course of business, less applicable variable selling expenses.  
Inventory covers fuel, lube and other immaterial items. Major spare parts are  
recorded as fixed assets.  
Drydock  
Cars  
5 years  
Other fixtures and fittings  
2 to 3 years  
2.10 Property, plant and equipment  
Property, plant and equipment are recognized at cost less accumulated deprecia-  
tion and accumulated impairment losses.  
The cost of an item of property, plant and equipment initially recognized 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.  
The estimated useful life of the vessels of 25 years has been estimated by an external  
consultant through a determined fatigue analysis based on the technical specifica-  
tion of the vessels. Prior to their acquisition, the vessels had already been in use for 8  
years, therefore the remaining useful life of the vessels is estimated at 17 years for all  
components except jacking system and main crane with a remaining useful life of 3  
years from the acquisition of the vessels. Hull and steel have a salvage value of EUR  
10 million per vessel by the end of their useful life.  
34  
 
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 appro-  
priate.  
The right-of-use asset is subsequently measured at cost, less any accumulated  
depreciation and impairment losses, and adjusted for any remeasurement of lease  
liability.  
Right-of-use assets are depreciated on a straight-line basis lease term.  
2.11 Leases  
When the Group is the lessor  
b. Lease liabilities  
Lessor – operating leases  
At the commencement date of the lease, the Group recognizes 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.  
The Group leases vessels (the bareboat element under time charter contracts) under  
operating leases to non-related parties. This is classified as an operational 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. Rental income from operating leases is recognized in profit or loss on an  
over time basis over the lease term and included in revenue.  
Variable lease payments that do not depend on an index or a rate are recognized  
as expenses in the period in which the event or condition that triggers the payment  
occurs. Under the old lease agreements, both ended as of 25 September 2020, the  
Group paid a utilization lease fee when the vessels were utilized. These payments  
were not included in the lease liability, as they were only paid when the vessels  
were utilized. The utilization lease fee had been classified as being a variable fee.  
Initial direct costs incurred by the Group in negotiating and arranging operating  
leases are capitalized and recognized as an expense in profit or loss over the lease  
term on the same basis as the lease income.  
When the Group is the lessee  
At the inception of the contract, the Group assesses if the contract contains a lease.  
A contract contains a lease if the contract conveys the right to control the use of an  
identified asset for a period of time in exchange for consideration. Reassessment is  
only required when the terms and conditions of the contract are changed.  
In calculating the present value of lease payments, the Group uses its incremental  
borrowing rate at the lease commencement date because the interest rate implicit  
in the lease is not readily determinable. After the commencement date, the amount  
of lease liabilities is increased to reflect the accretion of interest and reduced for  
the lease payments made.  
a. Right-of-use assets  
The Group recognized a right-of-use asset and lease liability at the date which the  
underlying asset is available for use. Right-of-use assets are measured at cost which  
comprises the initial measurement of lease liabilities using an incremental borrowing  
rate adjusted for any lease payments made at or before the commencement date  
and lease incentive received. Any initial direct costs that would not have been  
incurred if the lease had not been obtained are added to the carrying amount of the  
right-of-use assets.  
In addition, the carrying amount of lease liabilities is remeasured if there is a modi-  
fication, 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.  
35  
 
c. Short-term and low-value leases  
carrying amount, the carrying amount of the asset or CGU is reduced to its recover-  
able amount.  
The Group has elected to not recognize right-of-use assets and lease liabilities for  
short-term leases that have lease terms of 12 months or less and leases of 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  
consists of cars, coffee machines and AV equipment.  
The difference between the carrying amount and recoverable amount is recog-  
nized as an impairment loss in profit or loss.  
An impairment loss for an asset is reversed if, and only if, there has been a change  
in the estimates used to determine the asset’s recoverable amount since the last  
impairment loss was recognized.  
Derecognition of lease  
A financial liability is derecognized when the obligation under the liability is  
discharged, cancelled or expires.  
The carrying amount of this asset is increased to its revised recoverable amount,  
provided that this amount does not exceed the carrying amount that would have  
been determined (net of accumulated depreciation) had no impairment loss been  
recognized for the asset in prior years.  
When an existing financial liability is replaced by another from the same lender on  
substantially different terms, or 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.  
A reversal of impairment loss for an asset is recognized in profit or loss.  
The difference in the respective carrying amounts of the asset and the liability is  
recognized in the statement of profit and loss.  
2.13 Financial assets  
The Group measures its financial assets at amortized cost.  
2.12 Impairment of non–financial assets  
Property, plant and equipment and right-of-use assets are tested for impairment  
whenever there is any objective evidence or indication that these assets may be  
impaired.  
The classification of debt instruments depends on the Group’s business model for  
managing the financial assets as well as the contractual terms of the cash flows of  
the financial assets.  
For the purpose of impairment testing of assets, recoverable amount (i.e. the  
higher of the fair value less cost to sell and the value-in-use) is determined on an  
individual asset basis unless the asset does not generate cash flows that are  
largely independent of those from other assets. If this is the case, the recoverable  
amount is determined for the cash-generating unit (CGU) to which the asset  
belongs.  
The Group reclassifies debt instruments when and only when its business model  
for managing those assets changes.  
(i) At initial recognition  
At initial recognition, the Group measures a financial asset at its fair value plus, in  
the case of a financial asset not at fair value through profit or loss, transaction  
costs that are directly attributable to the acquisition of the financial assets. Trans-  
action costs of financial assets carried at fair value through profit or loss are  
expensed in profit or loss.  
If the recoverable amount of the asset or CGU is estimated to be less than its  
36  
 
(ii) At subsequent measurement  
2.15 Trade and other payables  
Debt instrument  
Trade and other payables represent liabilities for goods and services provided to  
the Group prior to the end of the financial year which are unpaid. They are classi-  
fied as current liabilities if payment is due within one year or less (or in the normal  
operating cycle of the business, if longer). Otherwise, they are presented as  
non-current liabilities.  
Debt instruments of the Group mainly comprise of cash and bank balances, trade  
receivables and other current assets.  
There are three prescribed subsequent measurement categories, depending on  
the Group’s business model in managing the assets and the cash flow character-  
istic of the assets. The Group manages these group of financial assets by  
collecting the contractual cash flow and these cash flows represent solely  
payment of principal and interest. Accordingly, these groups of financial assets are  
measured at amortized cost subsequent to initial recognition.  
Trade and other payables are initially recognized at fair value, and subsequently  
carried at amortized cost, using the effective interest method.  
2.16 Deferred charter hire income  
Time charter revenue received in advance and reservation fees are deferred and  
recognized as current liabilities if the service is due within one year or less. Other-  
wise, they are presented as non-current liabilities. Deferred charter hire income is  
recognized as revenue in profit or loss over time over the period during which the  
related service is performed.  
Interest income from these financial assets are recognized using the effective  
interest rate method.  
The Group assesses on forward looking basis the expected credit losses associ-  
ated with its debt instruments carried at amortized cost.  
2.17 Financial liabilities  
For trade and other receivables, the Group applied the simplified approach  
permitted by IFRS 9, which requires expected lifetime losses to be recognized from  
initial recognition of the receivables.  
Debt to credit institutions etc. is recognized at the time of borrowing at fair value  
after deduction of transaction costs incurred. Subsequently, the financial liabilities  
are measured at amortized cost using the "effective interest method", so that the  
difference between the proceeds and the nominal value is recognized in the  
income statement under financial expenses over the loan period.  
For cash and bank balances, the general 3-stage approach is applied. Credit loss  
allowance is based on 12-month expected credit loss if there is no significant  
increase in credit risk since initial recognition of the assets. If there is a significant  
increase in credit risk since initial recognition, lifetime expected credit loss will be  
calculated and recognized.  
2.18 Share capital  
Ordinary shares are classified as equity.  
2.19 Share premium reserve  
2.14 Cash and cash equivalents  
Capital increase is classified as equity. Capital increase Incremental costs directly  
attributable to the issuance of new shares and share based payments are  
accounted for as a deduction from equity.  
For the purpose of presentation in the statement of cash flows, cash and cash  
equivalents include cash on hand and deposits with financial institutions which are  
subject to an insignificant risk of change in value.  
37  
 
2.20 Share based payments  
No expense is recognized for awards that do not ultimately vest because  
non-market performance and/or service conditions have not been met.  
Where awards include a market or non-vesting condition, the transactions are  
treated as vested irrespective of whether the market or non-vesting condition is  
satisfied, provided that all other performance and/or service conditions are satis-  
fied.  
Employees (including senior executives) of the Group receive remuneration in the  
form of share-based payments, whereby employees render services as considera-  
tion for equity instruments (equity-settled transactions). The share-based payment  
scheme related to the successful offering of the IPO was eligible to be settled in  
cash, further details are provided in Note 6.  
Equity-settled transactions  
The cost of equity-settled transactions is determined by the fair value at the date  
when the grant is made using an appropriate valuation model.  
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 if Loss per  
share increases.  
That cost is recognized in employee benefits expenses, together with a corre-  
sponding increase in equity (other capital reserves), over the period in which the  
service and, where applicable, the performance conditions are fulfilled (the vesting  
period). The cumulative expense recognized for equity-settled transactions at each  
reporting date until the vesting date reflects 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 recognized as at the  
beginning and end of that period.  
2.21 Currency translation  
The financial statements are presented in Euro (EUR), which is also the functional  
currency of the Group.  
Transactions in a currency other than the EUR (“foreign currency”) are translated  
into EUR using the exchange rates at the dates of the transactions. Currency  
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 recognized in profit or loss. Non-mon-  
etary items measured at fair values in foreign currencies are translated using the  
exchange rates at the date when the fair values are determined.  
Service and non-market performance conditions are not taken into account when  
determining the grant date fair value of awards, but the likelihood of the 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  
within the grant date fair value.  
Foreign exchange gains and losses impacting profit or loss are presented in the  
income statement within finance income or finance costs.  
2.22 Cash flow statement  
Any other conditions attached to an award, but without an associated service  
requirement, are considered to be non-vesting conditions. Non-vesting conditions  
are reflected in the fair value of an award and lead to an immediate expensing of  
an award unless there are also service and/or performance conditions.  
Statement of cash flows  
The statement of cash flows shows the Group’s cash flows for the year distributed  
on 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.  
38  
 
Positive amounts indicate cash inflows, whereas negative amounts indicate cash  
outflows.  
the hull and steel components per vessel at the end of their 17 year useful life.  
Leases – Estimating the incremental borrowing rate and lease term  
Cash flows from operating activities  
The Group cannot readily determine the implicit borrowing rate, therefore it uses its  
incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of  
interest that the Group would have to pay to borrow over a similar term, and with a  
similar security, the funds necessary to obtain an asset of similar value to the  
right-to-use asset in a similar economic environment. The IBR therefore reflects  
what the Group “would have to pay”, which requires estimation when no observable  
rates are available or when they need to be adjusted to reflect the terms and  
conditions of the leases. The Group estimates the IBR using observable inputs  
(such as market interest rates) when available and is required to make certain  
entity-specific estimates (such as the Group’s stand-alone credit rating).  
The lease term on the bareboat agreements where the Group is a lessee is deter-  
mined as the non-cancellable term of the lease together with the period covered  
by committed customer contracts which are embedded with parent company  
guarantees, and which would require the Group to exercise the implicit option to  
extend the bareboat agreements to fulfil these contracts.  
Cash flows from operating activities are stated as the profit/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.  
Cash flows from investing activities  
Cash flows from investing activities comprise cash flows from the acquisition and  
sale of non-current assets.  
Cash flows from financing activities  
Cash flows from financing activities comprise cash flows from instalments on lease  
liabilities, and interest paid/received.  
Cash and cash equivalents  
Cash and cash equivalents are measured in the balance sheet nominal value, and  
mainly consists of short-term deposits and cash and bank balances.  
Impairment of non-financial assets  
Management is responsible for the identification of indicators of impairment  
related to non-financial assets. If indicators of impairment are identified, an impair-  
ment test must be performed.  
2.23 Significant accounting judgements, estimates and assumptions  
Property, plant and equipment  
The estimation made regarding the duration of the useful life of the vessels has  
been determined through an analysis made by an external consultant.  
Impairment exists when the carrying value of an asset including right-of-use assets  
or cash generating unit (CGU) exceeds its recoverable amount, which is the higher  
of fair value less costs of disposal and its value in use. The fair value less costs of  
disposal calculation is based on available sales transactions conducted at arm’s  
length terms, if available. The value in use calculation is based on a DCF model.  
The cash flows are derived from the budget and the most recent project pipeline.  
These cash flows do not include restructuring activities or significant future invest-  
ments which will enhance the performance of the assets or CGU being tested.  
The determined fatigue analysis is based on the technical specification of the wind  
turbine installation vessels, the useful life of the vessels is estimated at 25 years.  
Prior to their acquisition, the vessels had already been in use for 8 years, therefore  
all material components on the vessel such as engines, jacking legs and hull have  
17 years of useful life. Management chooses to depreciate the jacking system and  
main crane through a 3 year useful life and keep a EUR 10 million salvage value for  
39  
 
The recoverable amount is sensitive to the discount rate used in the DCF model as  
well as future cash in-flows and growth rate assumptions.  
Diluted earnings per Share  
Result for the year  
Average number of shares during the year +  
average number of shares that would be issued on  
conversion of all the dilutive potential ordinary  
shares into ordinary shares  
EBITDAR  
EBITDA  
Earnings before interest, tax, depreciation, amorti-  
zation, foreign exchange gains/losses and bare-  
boat rent in the form of variable lease fee and  
right-of-use asset amortisation.  
2.24 Financial ratios and operational metrics  
Earnings before interest, tax, depreciation, amorti-  
zation and foreign exchange gains/losses.  
Return on assets  
Return on equity  
Profit/loss from operating activities  
Total assets, year-end  
Profit/loss for the year  
Total equity, year-end  
Equity ratio  
Equity, year-end  
Total equity and liabilities, year-end  
Number of on hire days in the fiscal year  
(in total for all vessels)  
Contracted days  
Utilization  
Contracted days  
Days in the year (365*all vessels)  
Result for the year  
Earnings per Share  
Average number of shares during the year  
40  
 
Note 3  
The majority of revenues are recognized over time. Mobilisation fee and sundry  
income might be recognised at a point in time depending on the contract.  
Revenue  
Time charter hire services are contracts with customers where the Group utilizes its  
vessels, equipment and crew to deliver a service to the customer based on either a  
fixed day rate or milestone deliverables.  
Disaggregation of revenue from contracts with customers  
Despite the accounting treatment difference of a leasing component (use of the  
vessels) and a service component (vessel operation) of time charter contracts,  
these components are not treated or priced separately in the contracts, nor does  
the Group offer either of the services separately.  
EUR’000  
2021  
2020  
Revenue from contracts with customers  
Time charter hire services  
Catering and accommodation  
Mobilisation  
49,538  
1,888  
16,912  
1,130  
400  
Time charter hire revenue derived from milestone-based time charters or contracts  
with a fixed price is deemed to be 100% service revenue as the risk is with the  
Group. The Group will have a higher concentration of milestone and fixed price  
contracts going forward.  
5,023  
Sundry income  
4,489  
1,059  
19,501  
Time charter hire revenue derived from day rate contracts is split into service and  
lease component. This split is determined by calculating service revenue as  
crewing costs for the contract at a 6% mark-up. The residual is deemed to be lease  
component.  
Total revenue  
60,938  
Revenue from contracts with customers  
Service component  
13,437  
43,012  
4,489  
12,374  
6,068  
Catering and accommodation income are derived from the provision of food and  
accommodation on the vessels and is deemed service revenue.  
Lease component  
Sundry income  
1,059  
Mobilization are the fees earned for the movement of the vessel from one location  
to another in order to deliver a project, it is deemed to be bareboat revenue.  
Total revenue  
60,938  
19,501  
Sundry income derived from non-recurring items directly related to the execution  
of the projects and is deemed to be sundry income.  
41  
 
Deferred charter hire income  
Revenue recognized in relation to deferred charter hire income  
By end of 2021, revenue with two customers exceed 10% of total revenue.  
The revenue derived from these two customers was EUR 24.6 million and EUR 29.1  
million respectively.  
EUR’000  
2021  
2020  
In 2020, revenue with two customers also exceed 10% of total revenue.  
The revenue derived from these two customers was EUR 13.3 million and EUR 3.6  
million respectively.  
Revenue recognized in current period that was  
included in the contract liabilities balance at the  
beginning of the period  
Customers are typically invoiced on a monthly basis, when the vessels are on  
contract. Payment terms with customers vary by contract and do not include a  
finance component.  
Time charter hire services  
1,751  
1,751  
4,959  
4,959  
Total liabilities at the beginning of the period  
Operating segments  
The Group’s management are not operating or making decisions based on  
customer types, type of service or geographical segments. The Group operates  
two windfarm installation vessels, which are viewed as one segment and can  
operate in all geographical areas required for the specification of a specific wind-  
farm project. Accordingly, the Group only has one operating segment.  
Contract backlog  
The Group has an order backlog amounting to EUR 409 million (2021 total backlog  
was EUR 310 million) including contracts announced as of 29 March 2022 and  
represents the value of the outstanding performance obligations in current  
contracts and future contracts. This backlog includes lease payments relating to  
the bareboat of the vessels. Of this total backlog, EUR 96 million relates to perfor-  
mance obligations of contracts for the remaining of the year 2022.  
The contract liabilities relate to consideration received from customers for the  
unsatisfied performance obligation in the charter contracts. Revenue will be  
recognized when the related services are provided to the customers.  
EUR Million  
2021  
110  
2020  
63  
Within one year  
Between one and four years  
After five years  
Total  
261  
38  
147  
100  
310  
409  
42  
 
Note 4  
Expenses by Nature  
EUR’000  
Note  
2021  
2020  
EUR’000  
Note  
2021  
2020  
Cost of Sales  
Administrative expenses  
Depreciation and amortisation  
Employee compensation  
Repair and maintenance expenses  
Legal and professional fees  
Rental expenses  
Right of use asset depreciation  
Bareboat charter hire  
Insurance  
17  
-
-
11,265  
9,952  
692  
15, 16, 17  
5
414  
7,603  
161  
364  
5,615  
179  
23  
1,772  
16,077  
Vessel depreciation  
16  
3,853  
564  
1,374  
355  
Crewing costs paid to a related party and  
an external party  
584  
24  
5
11,517  
1,159  
892  
11,287  
-
Travel expense  
305  
247  
Seafarer payroll  
Fuel and oil  
Management fees to related party  
Marketing and entertainment expenses  
Other expenses  
24  
115  
947  
1,020  
2,729  
769  
159  
248  
Maintenance  
2,305  
1,224  
1,876  
1,239  
541  
1,019  
10,925  
317  
Messing costs  
Seafarer travel  
Specific charter costs  
Utilities  
Total administrative expenses  
9,646  
1,101  
2,157  
525  
Other operating expenses  
Tonnage Tax  
260  
407  
9
17  
2
Total cost of sales  
38,879  
45,759  
43  
 
Auditor remuneration  
Administrative expenses include fees to the auditors appointed by the shareholder  
at the Annual General Meeting:  
EUR’000  
2021  
92  
2020  
180  
255  
351  
-
Statutory audit  
Tax services  
50  
Other assurance services  
Other services  
8
14  
Total  
164  
786  
44  
 
Note 5  
Employee Compensation  
Onshore  
Total  
EUR’000  
Note  
2021  
2020  
EUR’000  
Note  
2021  
2020  
Wages and salaries  
6,637  
4,990  
Wages and salaries  
7,734  
4,990  
Employer’s contribution to defined  
contribution plans  
Employer’s contribution to defined  
contribution plans  
350  
360  
197  
156  
410  
360  
197  
156  
Share based payment expense  
Other short-term benefits  
6
Share based payment expense  
Other short-term benefits  
6
145  
266  
147  
266  
7,492  
5,615  
8,651  
5,615  
2021  
2020  
2021  
2020  
Average number of full time employees  
58  
42  
Average number of full time employees  
70  
42  
Offshore  
Note  
2021  
EUR’000  
Offshore crew was hired directly by the Company by the end of November 2021.  
Average number of full-time employees reflect the number of seafarers divided by  
12 months. The Company had 148 seafarers by the end of 2021 and expects to have  
in total more than 160 people for both vessels.  
Wages and salaries  
1,097  
Employer's contribution to defined  
contribution plans  
60  
Share based payment expense  
Other short-term benefits  
6
-
2
1,159  
2021  
Average number of full time employees  
12  
45  
 
Note 6  
Share Based Payments  
In December 2021, a new remuneration scheme was agreed starting in January  
2022 and replacing the existing share-based incentive schemes for the majority of  
eligible employees. The terms of the programme initiated in December 2021 are:  
(i) an incentive varying from 1 to 8 months of salary of the key employee paid in  
shares in the event the Offering is successful. The gross monthly salary and share  
price for the basis of calculation of the shares to be issued is based on the gross  
monthly salary of the employee and share price on the first day of trading of the  
shares. This was accounted for as an equity settled programme but was modified  
in December 2021 whereby employees were offered a cash settlement instead of  
shares. Hence this incentive was paid in cash in December 2021. The increase in  
share price compared to the initial valuation of the programme is debited directly in  
equity and has no effect on profit and loss.  
(i) with effect from 2021, an annual cash bonus up to 12 months of salary for the  
CEO, and up to 12 months for key management and selected employees. This  
bonus is at the discretion of the board and paid in cash the following January.  
Bonuses regarding key management and selected employees is expensed in 2021  
and is part of the accruals. For the CEO see old bonus agreement below.  
(ii) with effect from 2021, an annual cash bonus up to 3 months of salary for other  
employees. This bonus paid based on company, team and individual performance.  
The bonus is paid in cash at the end of the calendar year.  
The initial share price was set at observable input 27 November 2020 (146,626  
shares) and was paid out in cash at the share price after the vesting period 27  
November 2021. The initial cost was calculated to EUR 504 thousand but was paid  
out at EUR 734 thousand. The charge to equity amounts to EUR 230 thousand.  
(iii) in January 2022, the CEO, key management, and selected employees will be  
granted from 10,393 to 55,430 Restricted Share Units which will vest July 2024 and  
are conditional upon continued employment within Cadeler.  
(ii) an incentive varying from 2 to 4 months of salary of the key employee paid in  
shares for the continuous employment of the employee for each full calendar year  
of 2020 and 2021. The incentive will be paid with the employee’s salary in June in  
the following year, i.e., in June 2021 and June 2022. The gross monthly salary and  
share price for the basis of calculation of the shares to be issued is based on the  
gross monthly salary of the employee and share price on the date the incentive will  
be paid in June 2021 and June 2022. As stated above this programme was termi-  
nated for most of employees and this part is reversed in equity and in profit and  
loss as well. The amount reversed regarding 2020 is EUR 3 thousand and 2021 EUR  
167 thousand.  
(iv) in January 2022, the CEO, key management, and selected employees will be  
granted from 10,393 to 55,430 Options in Cadeler shares which will vest 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 and are conditional upon continued employment  
within Cadeler.  
The Group previously had a share-based incentive scheme for its key employees in  
connection with the IPO, with the following key terms:  
46  
 
(iii) with effect from 2021, a tiered annual bonus scheme for the CEO of the  
Company linked to KPIs and business profitability, which is capped at 8 months of  
gross monthly salary of the CEO paid in shares. The gross monthly salary and share  
price for the basis of calculation of the shares to be issued is based on the gross  
monthly salary of the CEO and share price on the date falling 30 days from the  
date of filing of the audited accounts of the Company for the financial year.  
As stated above this programme is terminated and was replaced with a cash  
bonus. The programme is accounted for as a cash-based incentive programme for  
2021 and the full cash bonus is expensed accrued for in 2021.  
The total effect on profit and loss regarding share-based payment for executive  
management and key management is stated in Note 7.  
The number of potential shares that could be issued from these schemes are 274  
thousand shares or 0.2% of share capital. The total fair value at grant date  
amounted to EUR 0.7 million.  
47  
 
Note 7  
Management Compensation  
2021  
2020  
Board of  
directors  
Executive  
management management  
Key  
Board of  
directors  
Executive  
management  
Key  
management  
EUR’000  
Total  
1,167  
212  
Total  
771  
Wages, salaries and board fees  
Share based payments  
Other short-term benefits  
Cash bonus  
180  
650  
164  
337  
48  
37  
-
446  
45  
288  
70  
44  
-
-
115  
-
-
23  
34  
57  
-
41  
85  
314  
159  
578  
473  
-
201  
733  
201  
Total management compensation  
180  
1,151  
1,909  
37  
402  
1,172  
Executive management means the members of the executive management which  
were registered with the Danish business authority.  
Key management are the personnel who, in addition to executive management,  
have the authority and responsibility for the planning, directing and controlling  
activities of the Company as defined by IAS24.  
Richard Lawrence Sell, Roy George Shearer and David Peter Cogman are employed  
by the Swire Group and Andreas Sohmen-Pao and Andreas Beroutsos are  
employed by the BW Group. These board members have not received remunera-  
tion from Cadeler in 2021.  
Further details of management and board compensation can be found in the 2021  
Cadeler Remuneration Report.  
In 2020 Richard Lawrence Sell and Roy George Shearer are employed by the Swire  
Group and have not received remuneration as Cadeler board members in 2020.  
48  
 
Note 8  
Note 9  
Finance Income and Expenses  
Income Taxes  
EUR'000  
2021  
2020  
EUR’000  
2021  
2020  
Foreign currency gain  
1,795  
5,892  
Income tax expense  
Foreign currency gain on USD denominated  
bareboat agreements  
-
3,218  
Tax expense attributable to profit is made up of:  
Gain on derecognition of IFRS 16 assets and  
liabilities related to vessels  
Utilization of non recognized tax losses offset  
against Danish Tonnage Tax expense  
-
7,703  
(13)  
(13)  
(1)  
(1)  
Finance income  
1,795  
16,811  
Total income tax expense  
EUR'000  
2021  
2020  
An expansion of the Danish tonnage tax regime to cover wind farm installation  
vessels was passed in January 2020 with retroactive effect from 2017, 2017 inclu-  
sive.  
Interest expense  
- Interest on tax owed  
- Interest linked to debt liabilities  
- Interest with related parties  
Lease liabilities  
-
2,727  
684  
-
260  
On 15December 2020, Cadeler A/S received a binding ruling from the Danish Tax  
Authorities. According to this, Cadeler A/S was able to apply the Danish Tonnage  
Taxation after the listing of the shares 27 November 2020. Management applied  
the Danish Tonnage Taxation during 2021. The recorded tonnage tax expense for  
2021 in Denmark and Cyprus amount to EUR 13 thousand and EUR 5 thousand  
respectively.  
789  
30  
3,243  
3,612  
26  
Foreign currency loss  
Bank fees  
1,692  
358  
Cadeler A/S also has material tax losses from previous periods available for carry  
forward. Such tax losses can be utilized against future tonnage taxation income  
and other income, which does not qualify for tonnage taxation. The tax value of tax  
losses to be carried forward as of 31 December 2021 are in the region of EUR 12  
million. The tax losses are not subject to expiration.  
Finance expenses  
5,491  
7,930  
49  
 
Note 9  
Income Taxes  
Continued from previous page  
Effective Tax Rate  
2021  
2020  
EUR’000  
%
EUR’000  
%
Tax expense attributable to profit is made up of:  
Accounting profit before income tax  
7,450  
(27,033)  
(2,277)  
(24,756)  
5,446  
Adjustment regarding tonnage taxed income  
(7,450)  
Accounting profit before income tax relating to Corporation Tax  
Calculated tax at statutory tax rate in Denmark, 22 %  
-
-
22  
22  
Tax impact from:  
Non-deductible expenses  
Refund in joint taxation  
Adjustment regarding previous years  
Change in impairment of deferred tax assets in the year  
Income tax expense, reported  
Effective tax rate (%)  
(13)  
(13)  
0.0%  
22  
(5,447)  
1
22  
0
0
0.0%  
50  
 
Note 10  
Earnings Per Share (EPS)  
EUR’000  
2021  
2020  
Basic EPS is calculated 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.  
Result attributable to ordinary equity holders of  
the parent for basic earnings  
7,451  
7,451  
(27,032)  
(27,032)  
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.  
Result attributable to ordinary equity holders of  
the parent adjusted for the effect of dilution  
The following table reflects the income and share data used in the basic and  
diluted EPS calculations:  
Thousands  
2021  
2020  
Weighted average number of ordinary shares for  
basic EPS1  
131,161  
-
25,934  
258  
Effect of dilution from shared based payments  
programme  
Weighted average number of ordinary shares  
adjusted for the effect of dilution1  
131,161  
26,192  
There have been no other transactions involving ordinary shares or potential ordinary shares between  
the reporting date and the date of authorization of these Financial Statements.  
1 The weighted average number of shares takes into account the weighted average effect of share  
based payments during the year.  
51  
 
Note 11  
Note 12  
Cash and Bank Balances  
Trade and Other Receivables  
EUR’000  
2021  
2020  
EUR’000  
2021  
2020  
Cash at bank and on hand  
2,308  
2,308  
63,636  
63,636  
Trade receivables:  
Trade receivables from non-related parties  
Receivables from Executive Management  
Other receivables  
18,424  
-
6,951  
6
1,949  
20,373  
4,832  
11,788  
The loan in 2020 to executive management of EUR 6 thousand was repaid in full  
including interest payments of 10% per annum as specified by the Danish  
Companies Act, Section 215.  
Expected credit loss on trade receivables  
The Group has historically only experienced immaterial losses on trade receivables,  
if any. Further, a material part of the cash flows in the contracts are prepayments  
received up front.  
The Group’s expected credit losses are immaterial. This is based on historical data,  
a few high-quality debtors and expectations to the future.  
52  
 
Note 12  
Note 13  
Trade and Other Receivables  
Inventories  
Continued from previous page  
31 December  
2021  
Trade  
receivables  
Expected  
loss  
EUR’000  
Total  
EUR’000  
2020  
31 December 2021  
Not due  
Fuel and lube oil  
440  
312  
7,850  
8,962  
316  
7,850  
8,962  
316  
Overdue 1-30 days  
Overdue 31 to 60 days  
Overdue +61 days  
Total  
Note 14  
1,296  
18,424  
1,297  
18,424  
-
Other Current Assets  
31 December 2020  
Not due  
6,004  
198  
6,004  
198  
EUR’000  
2021  
1,496  
-
2020  
176  
14  
Overdue 1-30 days  
Overdue 31 to 60 days  
Overdue +61 days  
Total  
Prepayments  
Other current assets  
84  
84  
665  
665  
1,496  
190  
6,951  
-
6,951  
53  
 
Note 15  
Intangible Assets  
EUR’000  
2021  
Software  
Cost  
Beginning of the year  
Additions  
-
434  
434  
End of the year  
Accumulated depreciation  
Beginning of the year  
Depreciation charge  
End of the year  
-
32  
32  
Net book value  
402  
Additions during 2021 are mainly software acquired for Enterprise Resource and  
Planning (ERP), Vessel and Crew Management software.  
54  
 
Note 16  
Property Plant and Equipment  
Other fixtures  
and fittings  
Assets under  
construction  
EUR’000  
Vessels  
Dry Dock  
Total  
Cost 2021  
Beginning of financial year  
Additions  
255,031  
3,118  
1,050  
933  
379  
157  
536  
-
158,734  
158,734  
256,460  
162,941  
419,401  
End of financial year  
258,149  
1,983  
Accumulated depreciation  
Beginning of financial year  
Depreciation charge  
3,853  
15,776  
19,629  
-
300  
300  
280  
106  
386  
-
-
-
4,133  
16,181  
20,315  
End of financial year  
Net book value  
238,520  
1,683  
150  
158,734  
399,087  
55  
 
Note 16  
Property Plant and Equipment  
Continued from previous page  
Other fixtures  
and fittings  
Assets under  
construction  
EUR'000  
Vessels  
Dry Dock  
Total  
Cost 2020  
Beginning of financial year  
Additions  
-
255,031  
255,031  
-
1,050  
1,050  
323  
56  
-
-
-
323  
256,138  
End of financial year  
379  
256,460  
Accumulated depreciation  
Beginning of financial year  
Depreciation charge  
-
3,853  
3,853  
-
-
-
193  
87  
-
-
-
193  
3,940  
4,133  
End of financial year  
280  
Net book value  
251,178  
1,050  
99  
-
252,327  
Additions during 2021 are mainly driven by down payments for EUR 137 million of  
the two new X-class wind turbine installation vessels and new crane for Wind Orca  
(EUR 7 million), represented above on Assets under Construction. In 2020 the main  
additions were the vessels acquired for EUR 249 million from a related party.  
56  
 
Note 16  
Property Plant and Equipment  
Continued from previous page  
Impairment Test  
WACC is calculated by using a standard WACC model in which cost of equity, cost  
of debt and capital structure are the key parameters.  
As of 31 December 2021, Management tested the carrying amount of its two  
vessels for impairment. Management considers the vessels as one CGU as they  
will generate revenues from similar contracts, have similar operating environment  
and functionality.  
The calculation showed no need for impairment as the future value of cashflows  
were higher than the Net Book Value of the vessels.  
Two independent evaluations of the market value of the two vessels were received  
in the second half of 2021. The first evaluation was made by Fearnleys Asia (Singa-  
pore) Pte Ltd 16 November 2021 for an estimation of USD 370 million (corre-  
sponding to EUR 333 million), which is 40% higher than the carrying amount. The  
second vessel evaluation was made 16 November 2021 by Clarksons Valuations  
Limited for an estimation of USD 390-430 million (corresponding to EUR 345-381  
million), which is 44-59% higher than the carrying amount.  
A sensitivity analysis was also undertaken assuming an increase or decrease in the  
WACC by 1.5% as well as an increase or decrease in the revenue by EUR 15 thou-  
sand per day. Within this sensitivity analysis the calculations also showed no need  
for impairment as the future value of cashflows were higher than the Net Book  
Value of the vessels.  
Sufficient headroom is calculated with respect to the investment in new cranes.  
As for the new X-vessels it is management opinion that current signed contracts  
and the expected day rates in the future support the agreed purchase prices of the  
vessels.  
The Company also performed a value-in-use calculation in accordance to assess  
the risk of impairment. The discounted cash flow period has been calculated from  
the remaining useful life of the vessel as this is deemed most representative for  
the actual value of the vessels.  
The value in use is calculated based on cash flow projections in financial budgets  
and business plans as follows:  
•
•
•
2022 is based on signed customer contracts  
2023-2025 is estimated a 2% increase in revenue compared to 2022  
2026 revenue is based on estimated day rates for operations and maintenance  
with a yearly increase of 2%.  
The discount rate used in the calculation is based on a Weighted Average Cost of  
Capital (WACC) of 8.5% after tax.  
57  
 
Note 17  
Right of Use Assets  
Leasehold  
vessels  
Office  
space  
Nature of the Group leasing activities  
EUR’000  
Total  
Vessels  
Cost 2020  
In 2020 the bareboat agreements with a related party were terminated and the  
lease agreements were de-recognized. This resulted in a gain of EUR 7.3 million  
which was recognized under financial income in 2020.  
Beginning of financial year  
122,367  
1,572  
123,939  
Derecognition of the right  
of use assets  
(122,367)  
-
(122,367)  
1,572  
Office space  
End of financial year  
-
1,572  
The Group leases office space for the purpose of office operations. The lease term  
of the office is based on the first date at which the Group can exit without penalty  
Accumulated depreciation  
Beginning of financial year  
Amortisation charge  
(31 August 2023).  
30,571  
11,265  
555  
277  
31,126  
11,542  
Office  
EUR’000  
space  
Total  
Derecognition of the right  
of use assets  
Cost 2021  
(41,836)  
-
832  
740  
(41,836)  
832  
Beginning of financial year  
End of financial year  
1,572  
1,572  
1,572  
1,572  
End of financial year  
Net book value  
-
-
740  
Accumulated depreciation  
Beginning of financial year  
Amortisation charge  
832  
276  
832  
276  
Please refer to Note 22 for disclosure on the lease liabilities and to Note 21 for  
disclosure on the low-value and short-term lease commitments.  
End of financial year  
Net book value  
1,108  
464  
1,108  
464  
58  
 
Note 17  
Right of Use Assets  
Continued from previous page  
Lease interest expenses recognized in profit and loss  
a) Interest expense  
EUR’000  
2021  
2020  
Interest expense on lease liabilities  
(vessels and office)  
30  
3,243  
b) Lease expense not capitalized in lease liabilities  
EUR’000  
2021  
2020  
Short-term lease expense  
34  
26  
c) Total cash outflow for all leases in 2021 and 2020 were EUR 315 thousand and  
EUR 14,144 thousand respectively, excluding variable lease fee (refer to Note 23).  
EUR’000  
2021  
315  
196  
34  
2020  
14,144  
9,952  
26  
Repayment of lease liability  
Rental above standby rate  
Cash outflow for leases that are not capitalised  
545  
24,122  
59  
 
Note 18  
Note 20  
Trade and Other Payables  
Issued Share Capital  
No. of  
Thousands  
shares  
2021  
2020  
EUR’000  
2021  
2020  
Ordinary shares  
Trade and other payables  
Trade payables  
Beginning and end of financial year  
2020  
2,795  
6,908  
9,703  
4,365  
2,897  
7,262  
115,574  
15,557  
15,557  
Other payables  
Issued on April 2021 for capital  
increase  
23,000  
3,084  
-
End of financial year 2021  
138,574  
18,641  
15,557  
Note 19  
Deferred Income Taxes  
Cadeler A/S has material tax losses from previous periods available to carry  
forward.  
As of 1 January 2021, the Group’s issued and paid in share capital amounted to DKK  
115,574 thousand, equal to EUR 15,557 thousand, consisting of 115,574,468 shares of  
DKK 1.  
In April 2021, the authorized share capital was increased by DKK 23,000 thousand,  
equal to EUR 3,084 thousand, consisting of 23,000,000 shares of DKK 1.  
Such tax losses can be utilized against future tonnage taxation income and other  
income, which does not quality for tonnage taxation. The tax value of tax losses to  
be carried forward as of 31 December 2021 are in the region of EUR 12 million.  
The tax losses are not subject to expiration.  
At the end of 2021 the Group had share capital amounted to DKK 138,574 thousand,  
equal to EUR 18,641 thousand, consisting of 138,574,468 shares of DKK 1.  
All shares have equal rights.  
No deferred tax asset in relation to the tax losses has been recognized as of 31  
December 2021 as they are not expected to be utilized within the foreseeable  
future (3-5 years).  
60  
 
Note 21  
Commitments and Pledges  
Low value and short-term lease commitments  
Wind Osprey & Wind Orca new crane contract  
The future minimum lease payables under non-cancellable low value and short-  
term leases contracted for at the balance sheet date but not recognized as liabili-  
ties, are as follows:  
On 17 June 2021 the Company called the option of replacing the main crane on  
Wind Osprey by H1 2024. The called option is part of the contract signed on 18  
December 2020 with NOV to replace the crane on the vessel Wind Orca.  
The total sum of the contract for replacement of both cranes is EUR 83 million, of  
which EUR 7 million was paid in 2021. The remaining scheduled payments will be  
due between 2022 and 2024.  
EUR’000  
2021  
18  
-
2020  
26  
Not later than one year  
Between one and five years  
6
18  
32  
Pledge of Fixed Assets  
The Debt Facility detailed in the Note 23 is secured by, inter alia, a first priority  
mortgage over the Wind Orca and Wind Osprey Vessels and a first priority assign-  
ment of the insurances and earnings of the Wind Orca and Wind Osprey vessels.  
X-class vessels  
On 30 June 2021 the Company signed a contract with COSCO SHIPPING Heavy  
Industry Co. Ltd. to build two new X-class wind turbine installation vessels.  
The total sum of the contract for the new vessels is approximately EUR 548 million,  
i.e. USD 651 million, of which EUR 137 million was paid in 2021. The remaining sched-  
uled payments will be due between 2022 and 2025.  
Of the total contract, USD 390 million will be paid in USD and EUR 220 million will  
be paid in EUR.  
61  
 
Note 22  
Interest rate risk  
Financial Risk Management  
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 Group’s  
exposure to the risk of changes in market interest rates relates primarily to the debt  
facility which was taken out on 1 December 2020.  
Financial risk factors  
The Group’s activities expose it to market risk (including currency risk and interest  
rate risk), credit risk and liquidity risk.  
The term loan in the debt facility is based on a EURIBOR interest rate plus a  
margin. The EURIBOR interest rate has a floor of 0bps and was negative at the end  
of 2021.  
The financial risk management of the Group is managed 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 2021  
does not deviate materially to the carrying amounts as of 31 December 2021.  
If the EURIBOR interest rate increased 100bps over the floor of 0bps, and the loan  
had been provided throughout the entire of period of 2021, the result before tax  
would have decreased by EUR 715 thousand (EUR 750 thousand in 2020).  
Market risk  
Currency risk  
If the EURIBOR interest rate decreases the result before tax would not change.  
The Group’s business is exposed to the Danish Kroner (“DKK”), Norwegian Kroner  
(“NOK”) and United States Dollar (“USD”) as certain operating expenses are denom-  
inated in these currencies.  
Credit risk  
Risk management  
Credit risk refers to the risk that counterparty will default on its contractual obliga-  
tions resulting in financial loss to the Group.  
The Company will manage the currency risk from payments in USD (USD 390  
million) for the new X-class vessels and evaluate on an ongoing basis how to miti-  
gate the currency risk.  
The Group adopts the following policy to mitigate credit risk.  
The Group holds cash balances in USD. If the USD:EUR exchange rate deteriorated  
by 1% the result before tax would have decreased by EUR 8 thousand (EUR 636  
thousand in 2020) based on the USD cash holdings as at 31 December 2021.  
For banks and financial institutions, the Group mitigates its credit risks by trans-  
acting only with counterparties who are rated “A” and above by independent rating  
agencies.  
As the EUR is pegged to DKK, no material currency risk has been identified against  
the DKK even though the Company has costs denominated in DKK.  
The Group adopts the policy of dealing only with customers of appropriate history  
and obtaining sufficient security where appropriate to mitigate credit risk. The  
Group adopts stringent procedures on extending credit terms to customers and on  
the monitoring of credit risk.  
62  
 
Note 22  
matrix to measure the lifetime expected credit losses for trade receivables from  
customers. To measure the expected credit losses, the Group grouped receivables  
based on shared credit characteristics and days past due.  
Financial Risk Management  
Continued from previous page  
Trade receivables from external customers that are neither past due nor impaired  
are with creditworthy companies. Based on the provision matrix, the trade receiva-  
bles from external customers are subject to immaterial credit loss.  
These credit terms are normally contractual and credit policies spell out clearly the  
guidelines on extending credit to customers, including monitoring the process and  
using related industry’s practices as reference. This includes assessment and  
valuation of customers’ credit reliability and periodic review of their financial status  
to determine the 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.  
For cash and bank balances and other receivables that are measured at amortized  
cost, the Group has considered these financial assets as low credit risk. Cash and  
bank balances are mainly deposits with banks who have high credit-ratings as  
determined by international credit-rating agencies. As at 31 December 2021, cash  
and bank balances and other receivables are subject to immaterial credit loss.  
Related party credit risk is managed by the management of Cadeler and overseen  
by the Board of Directors and Audit Committee.  
Financial assets that are neither past due nor impaired  
Cash and cash equivalents that are neither past due nor impaired are mainly  
deposits with banks with have high credit-ratings as determined by international  
credit-rating agencies. Trade and other receivables that are neither past due nor  
impaired are substantially companies with good collection track record with the  
Company.  
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 on the balance sheet.  
Impairment of financial assets  
The Group assesses on a forward-looking basis the expected credit losses (“ECLs”)  
associated with its financial assets which are trade and other receivables, cash and  
bank balances and receivables from group entities. 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 Group.  
There is no credit loss allowance for other financial asset at amortized cost as at 31  
December 2021 and 31 December 2020.  
Liquidity risk  
The Group manages liquidity risk by maintaining sufficient cash and available  
funding through committed credit facilities to enable it to meet its operational  
requirements and initial payments for the new X-class vessels recently signed.  
Where receivables have been written-off, the Group continues to engage in  
enforcement activity to attempt to recover the receivables due. Where recoveries  
are made, these are recognized in profit or loss.  
Further financing will be required from 2023 in connection to milestone payments  
for the new X-class vessels. The Company is currently exploring numerous options  
for securing funds to fulfil the contract, including ECA support to the secure facility.  
The Group has applied the simplified credit loss approach by using the provision  
63  
 
Note 22  
Financial Risk Management  
Continued from previous page  
The BW Group, provided COSCO SHIPPING Heavy Industry Co. Ltd. with a guar-  
antee in respect of the sums owed by Cadeler pursuant to the two X-class vessels.  
The table below analyses the maturity profile of the financial liabilities of the  
Company based on contractual undiscounted cash flows.  
Between  
1 and 2  
years  
Between  
2 and 5  
The following maturity table shows the contract obligation for the construction of  
the X-class vessels:  
Less than  
1 year  
EUR’000  
years  
2021  
Trade and other payables  
Payables to related parties  
Lease liabilities  
9,703  
63  
-
-
-
-
Less than  
a year  
Between 1  
and 2 years  
Between 2  
and 5 years  
EUR’000  
Obligation in USD 390 million  
Obligation in EUR  
-
-
-
355  
298  
209  
-
82  
Debt to credit institutions  
28,599  
38,663  
14,476  
14,685  
30,000  
30,000  
2020  
Trade and other payables  
Payables to related parties  
Lease liabilities  
7,253  
5,384  
285  
-
-
-
-
298  
209  
Debt to credit institutions  
12,493  
25,415  
21,867  
22,165  
46,200  
46,409  
64  
 
Note 22  
Financial Risk Management  
Continued from previous page  
EUR’000  
2021  
2020  
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.  
Lease liabilities at 1 January  
(current and non-current lease)  
792  
103,470  
(11,226)  
(3,218)  
Cash flows  
(285)  
In order to achieve this overall objective, the Company’s capital management,  
among other things, aims to ensure that it meets financial covenants attached to  
the interest-bearing loans and borrowings that define capital structure require-  
ments. Breaches in meeting the financial covenants would permit the bank to  
immediately call loans and borrowings. There have been no breaches of the finan-  
cial covenants of any interest-bearing loans and borrowing in the current period.  
Foreign exchange effect  
Derecognition of leases for vessels  
-
-
(88,234)  
Lease liabilities at 31 December  
(current and non-current lease)  
507  
792  
In order to maintain or adjust the capital structure in the future, the Group may  
adjust the amount of dividends paid to shareholders, issue new shares and/or sell  
assets to reduce debt. Pursuant to the Debt Facility, the Company is not permitted  
to pay any dividends or other distributions without DNB Bank ASA and Sparebank 1  
SR Bank’s written consent.  
Change in the debts to credit institutions during the year  
EUR’000  
2021  
2020  
Debt to credit institutions at 1 January (current  
and non-current lease)  
Overdraft facility drawn  
Loan repayment  
(73,500)  
(8,998)  
10,000  
(577)  
-
(73,287)  
(213)  
Non-Cash flow of interest  
Debt to credit institutions at 31 December  
(current and non-current lease)  
(73,075)  
(73,500)  
65  
 
Note 23  
Financial Liabilities: Interest-bearing  
Loans and Borrowings  
The current Debt Facility consists of (i) a three-year amortizing term loan of EUR 75  
million, repayable in semi-annual instalments of EUR 5 million in month 6 and 12,  
EUR 10 million in month 18 and 24, EUR 7.5 million in month 30 and 36, in addition  
to a final balloon payment of EUR 30 million, and (ii) an overdraft facility of up to  
EUR 40 million.  
Covenants  
The Group is in compliance with all covenants in the debt facility:  
Minimum Free Liquidity: Freely available cash and cash equivalents (including  
undrawn portion of overdraft facility) at all times to be the higher of EUR 5,000,000  
or an amount equal to 7.5% of the gross interest-bearing debt.  
The term loan bears interest at 3-month EURIBOR + 325 bps, subject to a 5 basis  
point green loan margin discount as long as the Company is in compliance with  
certain green asset criteria such as earmarked investments in green assets. The  
Group is currently in compliance with this green criteria and are expected to remain  
compliant for the duration of the facility. The overdraft facility bears interest at  
EURIBOR + 275 bps.  
Equity Ratio: The ratio of book equity to total assets at all times to be minimum  
40%.  
Fair market value of vessels: The fair market value (free of any charterparty or other  
employment contract) of the vessels shall at all times cover at least 200% of the  
drawn amounts under the Debt Facility (including any outstanding guarantees  
under the overdraft facility) measured on a consolidated basis for the vessels.  
During 2021, the Group repaid EUR 10 million of the EUR 75 million of the term loan  
drawn down on 1 December 2020. The Group drew down EUR 9 million from the  
overdraft facility on December 2021.  
Restriction on dividends: The Company is not permitted to pay any dividends or  
other distributions without DNB Bank ASA and Sparebank 1 SR Bank’s written  
consent.  
During 2021, the Group increased the overdraft facility from EUR 20 million to EUR  
40 million and updated the change of control clause.  
Change of control: If any person or group of persons (other than Swire Pacific 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 facility agent (acting on  
instructions from the majority lenders) may by written notice of ten (10) business  
days cancel the facilities and require repayment of all amounts outstanding under  
the facilities.  
66  
 
Note 24  
Related Party Transactions  
The following significant transactions took place between the Company and  
related parties within the Swire Pacific Offshore Holdings Group and BW Group  
Limited at terms agreed between the parties:  
Related party transactions over the reported period are limited to crew hire  
expenses, management fees and costs related to performance guarantees issued  
by the Swire Pacific Offshore Holdings Group on behalf of Cadeler A/S and guar-  
antee fees issued by the BW Group Limited.  
EUR’000  
2021  
2020  
Crew hire expenses paid to the Swire Pacific  
Offshore Holdings Group  
(11,461)  
(11,287)  
-
Costs related to guarantees fees to BW Group  
Limited  
(1,853)  
Management fees paid to the Swire Pacific  
Offshore Holdings Group  
(197)  
(947)  
Payables to Swire Pacific Offshore Holdings Group  
at reported period  
63  
-
5,384  
(14,155)  
(9,952)  
Bareboat rental payments to the Swire Pacific  
Offshore Holdings Group  
Variable bareboat rental expences paid to the  
Swire Pacific Offshore Holdings Group  
-
Costs related to performance guarantees to Swire  
Pacific Offshore Holdings Group  
(684)  
-
Interest to Swire Pacific Offshore Holdings Group  
-
(789)  
Receivables from Swire Pacific Offshore Holdings  
Group at reported period  
-
7,463  
67  
 
Note 25  
Note 26  
Operating Profit/(Loss)  
Events After Reporting Period  
As a performance measure, the Group has used EBITDAR as it provides an esti-  
mate of the EBITDA that would be derived if the Group directly owned its vessels  
instead of leasing them from a related party.  
Nothing to report.  
From November 2020 the vessels are owned by the Group.  
Note 27  
From 2021 EBITDAR equals EBITDA and the Company will continue to use EBITDA  
as a performance measure onwards to compare with future periods.  
Authorization of Financial  
Statements  
EBITDAR is Earnings Before Interest, Tax, Depreciation, Amortization, foreign  
exchange gains/losses and bareboat Rent in the form of variable lease fee (and  
right-of-use asset amortization).  
EBITDAR is calculated as shown below:  
These financial statements were authorized for issue in accordance with a resolu-  
tion of the Board of Directors of Cadeler A/S on 29 March 2022 and recommend  
for approval of the shareholder of the Company at the annual general meeting to  
be held on 26 April 2022.  
EUR’000  
Note  
2021  
2020  
Operating profit or loss as reported in  
the statement of profit  
11,134  
276  
(35,914)  
11,542  
3,940  
Right-of-use asset amortization  
Depreciation and amortization  
16  
15  
16,216  
Bareboat charter hire  
(variable on hire lease fee)  
4
-
9,952  
EBITDAR  
27,626  
(10,480)  
68  
 
69  
 
Parent Company  
Financial  
Statements  
70  
 
Parent Company Statement of Profit and Loss  
EUR’000  
Note  
2021  
62,849  
(51,134)  
11,715  
2020  
22,706  
Revenue  
2
Cost of sales  
Gross (loss)/profit  
(49,214)  
(26,508)  
Administrative expenses  
(10,962)  
(9,768)  
Operating (loss)/profit  
753  
(36,186)  
Finance income  
1,784  
(5,461)  
(2,924)  
5,896  
(4,690)  
Finance costs  
Loss before income tax  
(34,981)  
Income tax credit/expense  
5
13  
1
Loss for the year  
(2,911)  
(34,979)  
71  
 
Parent Company Balance Sheet  
EUR’000  
Note  
2021  
2020  
EUR’000  
Note  
2021  
2020  
Assets  
Current assets  
Non-current assets  
Intangible assets  
Tangible assets  
Inventories  
440  
312  
7
8
402  
Receivables  
Trade receivables  
20,373  
6,945  
6
Property, plant and equipment  
Total tangible assets  
139,912  
139,912  
99  
99  
Receivables from Executive Management  
Receivables from related parties  
Receivables from subsidiaries  
Other receivables  
9
5
-
-
36,301  
-
7,463  
9,469  
4,837  
190  
Financial assets  
Investments in subsidiaries  
Leasehold deposits  
10  
249,534  
195  
249,534  
203  
Other current assets  
Deferred tax asset  
649  
-
-
Total financial assets  
Total non-current assets  
249,729  
390,043  
249,737  
249,837  
Current Income tax receivables  
Total receivables  
-
152  
57,323  
2,308  
60,071  
450,114  
29,062  
63,636  
93,010  
342,846  
Cash and bank balances  
Total current assets  
Total assets  
72  
 
Parent Company Balance Sheet  
Continued from previous page  
EUR’000  
Note  
2021  
2020  
EUR’000  
Note  
2021  
2020  
Equity  
Current liabilities  
Share capital  
13  
18,641  
339,400  
(40,437)  
298,963  
317,604  
15,557  
265,741  
(37,517)  
228,224  
(243,781)  
Debt to credit institutions  
Deferred charter hire income  
Trade payables  
28,599  
15,187  
1,828  
63  
9,633  
3,070  
4,366  
5,384  
4,243  
-
Share premium  
(Accumulated losses)/retained earnings  
Total share premium  
Total equity  
Payables to related parties  
Payables to subsidiaries  
Current income tax liabilities  
Other payables  
35,944  
6
5
Liabilities  
5,438  
87,065  
132,510  
450,114  
2,761  
29,457  
99,065  
342,846  
Non-current liabilities  
Debt to credit institutions  
Deferred charter hire income  
Total non-current liabilities  
Total current Liabilities  
Total liabilities  
44,476  
969  
63,867  
5,740  
Total equity and liabilities  
45,445  
69,607  
73  
 
Parent Company Statement of Changes in Equity  
(Accumulated  
losses)/  
Share  
capital  
Share  
premium  
retained  
earnings  
EUR’000  
Note  
Total  
2020  
Beginning of financial year  
Loss for the year  
104  
-
-
(2,547)  
(2,443)  
(34,979)  
200,516  
83,865  
(3,342)  
156  
-
10,379  
5,074  
-
(34,979)  
Capital increase by contribution in-kind  
Capital increase from IPO  
Transaction costs in relation with capital increase  
Share-based payments  
190,137  
78,791  
(3,342)  
156  
-
-
-
-
10  
-
End of financial year  
15,557  
265,741  
(37,526)  
243,772  
2021  
Beginning of financial year  
Profit for the year  
15,557  
265,741  
-
(37,526)  
243,772  
(2,911)  
79,218  
(2,154)  
(321)  
-
(2,911)  
Capital increase  
3,084  
76,134  
(2,154)  
(321)  
-
Transaction costs in relation with capital increase  
Share-based payments  
End of financial year  
-
-
-
-
18,641  
339,400  
(40,437)  
317,604  
74  
 
Notes to the  
Parent Company  
Financial  
Statements  
75  
 
Note 1  
Accounting Policies  
The parent company financial statements of Cadeler A/S for 2021 has been prepared  
in accordance with the provisions in the Danish Financial Statements Act applying to  
reporting class D entities.  
The Company has chosen IAS 39 as interpretation for impairment of financial receiv-  
ables.  
An impairment loss is recognized 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 recognized on an individual  
basis.  
The parent company’s accounting policies on recognition and measurement are  
generally consistent with those of the Group. For accounting policies with differ-  
ences between the parent company’s accounting policies and the Group’s  
accounting policies are described below.  
Revenue  
Changes in accounting policies  
The Company has chosen IFRS 15 under Danish GAAP as interpretation for revenue  
recognition.  
The parent company financial statements have been prepared using the same  
accounting policies as last year. Disclosure requirements have been stated to  
comply with the requirements of the Danish Financial Statements Act.  
Investments in subsidiaries  
Investments in subsidiaries are measured at cost. Dividends received that exceed  
the accumulated earnings in the subsidiary during the period of ownership are  
treated as a reduction of cost.  
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 entity's cash flows are part of the consolidated  
cash flow statement of Cadeler A/S.  
Leasing with the Company as lessee  
The Company has decided to apply IAS 17 as the basis of accounting for leases  
rather than using IFRS 16. Applying IAS 17, operating lease expenses are recognised  
as incurred on a straight line basis over the lease term.  
Dividends from subsidiaries  
The item includes dividend received from subsidiaries in so far as the dividend does  
not exceed the accumulated earnings in the subsidiary in the period of ownership.  
Receivables  
Receivables are measured at amortized cost.  
76  
 
Note 2  
Note 3  
Revenue  
Auditor Remuneration  
Refer to Note 3 in the Consolidated Financial Statements for disclosure of revenue.  
Parent company revenue further includes revenue from related parties totalling  
EUR 1.9 million (2020: EUR 3.2 million). Related party revenue consists of income  
derived from managing and maintaining the two windfarm installation vessels  
during off-hire periods.  
Administrative expenses include fees to the auditors appointed by the shareholder  
at the Annual General Meeting:  
EUR’000  
2021  
92  
2020  
180  
255  
251  
-
Statutory audit  
Tax services  
Other assurance services  
Other services  
Total  
50  
Segment information  
The Group’s management are not operating or making decisions based on  
customer type, type of service or geographical segments. The Group operates two  
windfarm installation vessels, which are viewed as one segment and can operate in  
all geographical areas required for the specification of a specific windfarm project.  
Accordingly, the Group only has one operating segment.  
8
14  
164  
686  
77  
 
Note 4  
Employee Compensation  
Onshore  
Total  
EUR’000  
2021  
2020  
EUR’000  
Note  
2021  
2020  
Wages and salaries  
6,637  
4,990  
Wages and salaries  
7,734  
4,990  
Employer’s contribution to defined  
contribution plans  
Employer’s contribution to defined  
contribution plans  
350  
360  
197  
156  
410  
360  
197  
156  
Share based payment expense  
Other short-term benefits  
Share based payment expense  
Other short-term benefits  
6
145  
266  
147  
266  
7,492  
5,615  
8,651  
5,615  
2021  
2020  
2021  
2020  
Average number of full time employees  
58  
42  
Average number of full time employees  
70  
42  
Offshore  
2021  
EUR’000  
Offshore crew was hired directly by the Company by the end of November 2021.  
Average number of full-time employees reflect the number of seafarers divided by  
12 months. The Company had 148 seafarers by the end of 2021 and expects to have  
in total more than 160 people for both vessels.  
Wages and salaries  
1,097  
Employer's contribution to defined  
contribution plans  
60  
Share based payment expense  
Other short-term benefits  
-
2
1,159  
2021  
Average number of full time employees  
12  
78  
 
Note 5  
Tax  
EUR’000  
2021  
2020  
An expansion of the Danish tonnage tax regime to cover wind farm installation  
vessels was passed in January 2020 with retroactive effect from 2017, 2017 inclu-  
sive.  
Tax expense attributable to profit is made  
up of:  
Utilization of non recognized tax losses offset  
against Danish Tonnage Tax expense  
On 15 December 2020, Cadeler A/S received a binding ruling from the Danish Tax  
Authorities. According to this, Cadeler A/S was able to apply the Danish Tonnage  
Taxation after the listing of the shares 27 November 2020. Management applied  
the Danish Tonnage Taxation during 2021. The recorded tonnage tax expense for  
2021 in Denmark amounts to EUR -13 thousand.  
(13)  
(13)  
(1)  
(1)  
Total  
Cadeler A/S also has material tax losses from previous periods available for carry  
forward. Such tax losses can be utilized against future tonnage taxation income  
and other income, which does not qualify for tonnage taxation. The tax value of tax  
losses to be carried forward as of 31 December 2021 are in the region of EUR 12  
million. The tax losses are not subject to expiration.  
Tonnage taxes are not to be accounted for in accordance with IAS 12, accordingly  
the costs are presented as part of cost of sales. A tax credit of EUR 13 thousand  
has been recognized in 2021 in relation to Danish Tonnage tax which has been  
offset by previous tax losses.  
79  
 
Note 6  
Management Compensation  
2021  
2020  
Executive  
Executive  
Board of manage-  
directors ment  
Board of manage-  
Total directors ment  
EUR’000  
Total  
Wages, salaries and  
board fees  
180  
650  
830  
164  
37  
-
446 483  
Share based  
payments  
-
-
164  
45  
41  
45  
41  
Other short-term  
benefits  
23  
23  
-
Cash bonus  
-
314  
314  
-
201 201  
180  
1,151 1,331  
37  
733 770  
Executive management includes management members registered with the Danish  
business authority.  
In 2020 Richard Lawrence Sell and Roy George Shearer are employed by the Swire Group  
and have not received remuneration as Cadeler board members in 2020.  
Richard Lawrence Sell, Roy George Shearer and David Peter Cogman are employed by  
the Swire Group and Andreas Sohmen-Pao and Andreas Beroutsos are employed by the  
BW Group. These board members have not received remuneration from Cadeler in 2021.  
Further details of management and board compensation can be found in the 2021  
Cadeler Remuneration Report.  
80  
 
Note 7  
Intangible Assets  
EUR’000  
2021  
Software  
Cost  
Beginning of the year  
Additions  
-
434  
434  
End of the year  
Accumulated depreciation  
Beginning of the year  
Depreciation charge  
End of the year  
-
32  
32  
Net book value  
402  
Additions during 2021 are mainly software acquired for Enterprise  
Resource and Planning (ERP), Vessel and Crew Management software.  
81  
 
Note 8  
Property, Plant and Equipment  
Other fixtures  
and fittings  
EUR’000  
Depreciation is calculated using the straight-line method to allocate their depre-  
ciable amounts over the assets’ estimated useful lives. The estimated useful lives  
are as follows:  
Cost 2020  
Beginning of financial year  
Additions  
323  
56  
Useful lives  
Other fixtures and fittings  
2 to 3 years  
End of financial year  
379  
Accumulated depreciation  
Beginning of financial year  
Depreciation charge  
Other fixtures  
Assets under  
construction  
193  
87  
EUR’000  
and fittings  
Total  
Cost 2021  
End of financial year  
Net book value  
280  
99  
Beginning of financial year  
Additions  
379  
157  
536  
-
139,760  
139,760  
379  
139,917  
140,296  
End of financial year  
Additions during 2021 are mainly driven by the down payments of the two new  
X-class wind turbine installation vessels (EUR 137 million), represented above on  
Assets under Construction.  
Accumulated depreciation  
Beginning of financial year  
Depreciation charge  
280  
106  
386  
150  
-
280  
106  
-
-
End of financial year  
Net book value  
386  
139,760  
139,910  
82  
 
Note 9  
Receivables from  
Executive Management  
The loan in 2020 to executive management of EUR 6 thousand was repaid in full  
including interest payments of 10% per annum as specified by the Danish  
Companies Act, Section 215.  
Please find below the movements related to the investments in subsidiaries:  
EUR’000  
Total  
Cost 2021  
Beginning of financial year  
249,534  
249,534  
Note 10  
End of financial year  
Investment in Subsidiaries  
Impairment  
Beginning of financial year  
End of financial year  
Carrying amount  
-
-
Entity  
Company Number  
Registered Office  
23 Kennedy Avenue, Global House,  
1075 Nicosia, Cyprus  
249,534  
Wind Orca Ltd  
HE 412457  
23 Kennedy Avenue, Global House,  
1075 Nicosia, Cyprus  
Wind Osprey Ltd HE 412453  
At 31 December 2021, the management has not identified any  
impairment indications.  
83  
 
Note 11  
The total sum of the contract for the new vessels is approximately EUR 548 million,  
i.e. USD 651 million, of which EUR 137 million was paid in 2021. The remaining sched-  
uled payments will be due between 2022 and 2025.  
Share Based Payments  
Of the total contract, USD 390 million will be paid in USD and EUR 220 million will  
be paid in EUR.  
Share based payment is disclosed in Note 6 to the Consolidated Financial  
Statements.  
Financial liabilities: Interest-bearing loans and borrowings  
Terms and covenants regarding the Debt Facility is disclosed in Note 23 to the  
Consolidated Financial Statements.  
Note 12  
The Debt Facility is secured (inter alia) by first priority cross-collateralized ship  
mortgages on the Wind Orca and Wind Osprey vessels, first priority assignments of  
insurances of the vessels, first priority assignments of earnings in relation to each  
vessel and, if obtainable (on a best efforts basis), assignments of all other rights  
under any charterparty with duration of more than 12 months, a first priority pledge  
of the Company’s earnings accounts, first priority pledges of the shares in Wind  
Osprey Limited and Wind Orca Limited, unconditional and irrevocable on-demand  
guarantees from the Guarantors, first priority assignment of any amounts owing or  
payable under any current or future loans or similar from companies within the  
Group, and first priority assignment of rights under any derivative product agree-  
ment entered into by the Company or the Guarantors relating to a vessel.  
Off Balance Sheet Obligations  
and Commitments  
The Company has off balance sheet obligations relating the leasing of vessels from  
its subsidiaries Wind Orca Ltd and Wind Osprey Ltd. The lease has no fixed expiry  
and is expected to continue for the duration of the contract backlog. The annual off  
balance sheet obligations of the vessels are estimated to be up to EUR 33 million,  
depending on the number of days on hire.  
The off balance sheet liability relating to the leasing of the office is estimated at  
EUR 524 thousand. The leasing of the office ends in August 2023.  
X-class vessels  
On 30 June 2021 the company signed a contract with COSCO SHIPPING Heavy  
Industry Co. Ltd. to build two new X-class wind turbine installation vessels.  
84  
 
Note 13  
Note 14  
Issued Share Capital  
Related Parties  
Cadeler A/S’ related parties comprise two subsidiaries, Wind Orca Ltd and Wind  
Osprey Ltd, which are fully owned by the Company. The subsidiaries of Cadeler A/S  
are the two companies owning the wind farm installation vessels.  
No. of  
shares  
Thousands  
2021  
2020  
Ordinary shares  
Cadeler A/S’ related party transactions comprise revenue from the subsidiaries of  
EUR 1.9 million related to managing and maintaining the vessels during off-hire  
periods as well as operating lease expenses paid to the subsidiaries of EUR 29.9  
million related to the vessels during on-hire periods.  
Beginning and end of financial year  
2020  
115,574  
15,557  
15,557  
Issued on April 2021 for capital  
increase  
23,000  
3,084  
-
Cadeler A/S also has related parties transactions as disclosed in the Consolidated  
Financial Statements.  
End of financial year 2021  
138,574  
18,641  
15,557  
As of 1 January 2021, the Group’s issued and paid in share capital amounted to DKK  
115,574 thousand, equal to EUR 15,557 thousand, consisting of 115,574,468 shares of  
DKK 1.  
Note 15  
Appropriation of Profit and Loss  
In April 2021, the authorized share capital was increased by DKK 23,000 thousand,  
equal to EUR 3,084 thousand, consisting of 23,000,000 shares of DKK 1.  
EUR’000  
2021  
2020  
Recommended appropriation of Profit and Loss  
Retained earnings/accumulated loss  
-
-
(2,911)  
(2,911)  
(34,979)  
(34,979)  
At the end of 2021 the Group had share capital amounted to DKK 138,574 thousand,  
equal to EUR 18,641 thousand, consisting of 138,574,468 shares of DKK 1.  
All shares have equal rights.  
85  
 
86  
 
Statement  
by Management  
87  
 
Statement by Management
The Board of Directors and the Executive Board have today discussed and
approved the annual report of Cadeler A/S for 2021.
Executive Management  
M. Gleerup
CEO
M. Konrad
CFO
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the EU. The parent
company financial statements are prepared in accordance with the Danish Finan-
cial Statements Act. Further, the annual report is prepared in accordance with
additional requirements of the Danish Financial Statements Act.
Board of Directors  
A. Sohmen-Pao
D. Cogman
C. Hedegaard
J. Lok
D. Wedell-Wedellsborg
A. Beroutsos
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 at 31 December 2021 and of the results of their operations
and the consolidated cash flows for the financial year 1 January – 31 December
2021.
In connection with digital filing under the ESEF regulation, in our opinion, the
annual report for the financial year ended 31 December 2021, has been prepared in
all material respects in compliance with the ESEF regulation.
Further, in our opinion, the management's review gives a fair review of the develop-
ment in 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, 29 March 2022
88  
 
89  
 
Independent  
Auditor's Report  
90  
 
Basis for opinion
Independent Auditor's Report
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.
To the shareholders of Cadeler A/S
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
2021, which comprise statement of profit and loss, balance sheet, statement of
changes in equity and notes, including accounting policies, for the Group and the
parent company, and a consolidated statement of comprehensive income and a
consolidated cash flow statement. The consolidated financial statements are
prepared in accordance with International Financial Reporting Standards 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.
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) and the additional ethical requirements applicable in
Denmark, and we have 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.
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of the Group at 31 December 2021 and of the results of the
Group's operations and cash flows for the financial year 1 January – 31 December
2021 in accordance with International Financial Reporting Standards as adopted by
the EU and additional requirements of the Danish Financial Statements Act.
Appointment of auditor
We were initially appointed as auditor of Cadeler A/S on 20 November 2020 for the
financial year 2020. We have been reappointed annually by resolution of the
general meeting for a total consecutive period of 2 years up until the financial year
2021.
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 2021 and of
the results of the parent company's operations for the financial year 1 January – 31
December 2021 in accordance with the Danish Financial Statements Act.
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
2021. 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.
Our opinion is consistent with our long-form audit report to the Audit Committee
and the Board of Directors.
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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
matters below. 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 matters below, provide the basis for our audit opinion on
the financial statements.
tion specialists. We examined the adequacy of disclosures in Note 16 to the
consolidated financial statements compared to applicable accounting standards.
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 express any form of assurance conclusion thereon.
Valuation of vessels
The accounting principles and disclosures about the Group’s two vessels are
included in note 2 and 16 to the consolidated financial statements.
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.
The carrying amount of vessels amounts to EUR 239 million at 31 December 2021.
The valuation of vessels is significant to our audit due to the carrying value of the
vessels as well as management’s judgement in relation to the identification of
indicators that the value of the vessels may be impaired at 31 December 2021.
If indications exist, management shall estimate the recoverable amount of the
vessels being the higher of fair value less costs of disposal and value in use.
Moreover, it is our responsibility to consider whether the management's review
provides the information required under the Danish Financial Statements Act.
Based on the work we have performed, we conclude that the management's
review is in accordance with the financial statements and has been prepared in
accordance with the requirements of the Danish Financial Statements Act. We did
not identify any material misstatement of the management's review.
As of 31 December 2021, management has not identified any indications that the
vessels may be impaired. However management have performed an impairment
test anyway and received two external and independent ship valuations. Both are
described in Note 16 to the consolidated financial statements.
Management's responsibilities for the financial statements
Management is responsible for the preparation of consolidated financial state-
ments that give a true and fair view in accordance with International Financial
Reporting Standards as adopted by the EU and additional requirements of the
Danish Financial Statements Act and for the preparation of parent company finan-
cial statements that give a true and fair view in accordance with the Danish Finan-
cial Statements Act.
As part of our audit procedures, we obtained an understanding of management’s
process for the identification of indicators that the value of the vessels may be
impaired. We went through the impairment test prepared by management espe-
cially managements assumptions, WACC, growth etc. Further, we considered
supporting documentation provided by management including the development in
the order backlog. We also tested the mathematical in the impairment test. We
examined management’s comparison of the carrying values of the vessels with the
available fair value estimates prepared by the external and independent ship valua-
Moreover, management is responsible for such internal control as management
determines is necessary to enable the preparation of financial statements that are
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free from material misstatement, whether due to fraud or error.
▶
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.
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 manage-
ment either intends to liquidate the Group or the parent company or to cease
operations, or has no realistic alternative but to do so.
▶
▶
Evaluate the appropriateness of accounting policies used and the reasonable
ness 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 mate-
rial 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.
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 deci-
sions of users taken on the basis of the financial statements.
As part of an audit conducted in accordance with ISAs and additional requirements
applicable in Denmark, we exercise professional judgement and maintain profes-
sional scepticism throughout the audit. We also:
▶
▶
Evaluate the overall presentation, structure and contents of the financial state
ments, 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.
▶
Identify and assess the risks of material misstatement of the financial state
ments, whether due to fraud or error, design and perform audit procedures
responsive to those risks and obtain audit evidence that is sufficient and appro-
priate 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 sufficient appropriate audit evidence regarding the financial information
of the entities or business activities within the Group to express an opinion on
the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
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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.
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;
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, related safeguards.
The selection and application of appropriate XBRL tags, including extensions
to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy,
for financial information required to be tagged using judgement where neces-
sary;
From the matters communicated with those charged with governance, we deter-
mine 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 or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
▶
▶
Ensuring consistency between XBRL tagged data and the Consolidated Finan-
cial 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:
Report on compliance with the ESEF Regulation
As part of our audit of the financial statements of Cadeler A/S we performed
procedures to express an opinion on whether the annual report for the financial
year 1 January – 31 December 2021 with the file name cadeler-2021-12-31-en is
prepared, in all material respects, in compliance with the Commission Delegated
Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regula-
tion) which includes requirements related to the preparation of the annual report in
XHTML format and XBRL tagging of the Consolidated Financial Statements.
▶
▶
Testing whether the annual report is prepared in XHTML format;
Obtaining an understanding of the Company’s XBRL tagging process and of
internal control over the tagging process;
▶
Evaluating the completeness of the XBRL tagging of the Consolidated Finan-
cial Statements;
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▶
Evaluating the appropriateness of the company’s use of XBRL 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 XBRL tagged data with the audited Consolidated Financial  
Statements.  
In our opinion, the annual report for the financial year 1 January – 31 December 2021
with the file name cadeler-2021-12-31-en is prepared, in all material respects, in
compliance with the ESEF Regulation.
Copenhagen, 29 March 2022
EY Godkendt Revisionspartnerselskab
CVR no. 30 70 02 28
Mikkel Sthyr
Heidi Brander
State Authorised
Public Accountant
mne33252
State Authorised
Public Accountant
mne26693
95  
 
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Forward-  
Looking  
Statements  
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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.  
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 investi-  
gation to confirm the accuracy or completeness of such information.  
Forward-looking statements concern future circumstances and results and other  
statements that are not historical facts, sometimes identified by the words  
“believes”, expects”, "predicts", "intends", "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.  
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 expressed or implied by statements and information in  
the annual report.  
Should any risks or uncertainties materialize, or should underlying assumptions  
prove incorrect, actual results may vary materially from those described in the  
annual report.  
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 forecasted developments.  
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, and, 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.  
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.  
98  
 
Cadeler
Fairway House  
Arne Jacobsens Allé 7
DK–2300 Copenhagen S
Denmark
+45 3246 3100