F-4 F-4 EX-FILING FEES 0002063345 Cadeler Ltd N/A N/A 0002063345 2026-08-27 2026-08-27 0002063345 1 2026-08-27 2026-08-27 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

F-4

Cadeler Ltd

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Ordinary shares, with a nominal value of $1.00 per share 457(a) 386,053,341 $ 2,313,424,645.94 0.0001381 $ 319,483.94
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 2,313,424,645.94

$ 319,483.94

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 319,483.94

Offering Note

1

Rule 457(f) Fee Calculation Details

Represents the maximum number of ordinary shares of Cadeler Limited ("NewCo," and such shares, "NewCo Shares") estimated to be issuable upon consummation of the offer described herein, calculated on the basis of an exchange ratio of one (1) NewCo Share for each ordinary share, with a nominal value of DKK 1.00 per share (each, a "Cadeler Share"), of Cadeler A/S ("Cadeler"), including Cadeler Shares represented by American Depositary Shares of Cadeler (each representing four (4) Cadeler Shares, "Cadeler ADSs"), and 386,053,341 Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs) outstanding as of August 20, 2026. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(f)(1) under the Securities Act, the proposed maximum aggregate offering price of the securities being registered was calculated as the product obtained by multiplying (i) $5.9925, the average of the high and low sales prices per Cadeler ADS on August 20, 2026, as reported by the New York Stock Exchange, divided by four, the Cadeler Share-to-ADS ratio, and (ii) 386,053,341, the estimated maximum number of Cadeler Shares (including Cadeler Shares represented by Cadeler ADSs) that may be exchanged in the offer described herein. In accordance with Rule 416, this Registration Statement also covers an indeterminate number of additional NewCo Shares as may be issuable as a result of stock splits, stock dividends or similar transactions.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
386,053,341 $ 5.9925 $ 2,313,424,645.94 $ 2,313,424,645.94

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date