Convening for Vestas Wind Systems A/S' Annual General Meeting
Pursuant to Article 4 of the articles of association, you are hereby convened for the Annual General Meeting of Vestas Wind Systems A/S on Monday, 28 March 2011 at 2:00 p.m. (CET) at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark. The agenda includes the following items:
1. Report of the Board of Directors on the Company's activities during the past year.
2. Presentation and adoption of the annual report.
The Board of Directors proposes adoption of the annual report 2010.
3. Presentation and adoption of the remuneration of the Board of Directors.
3.1 Approval of the Board of Director’s remuneration for the financial year 2010.
The Board of Directors proposes that a total of EUR 1.0m is paid in remuneration for 2010.
3.2 Approval of the Board of Director’s remuneration for the financial year 2011.
The Board of Directors proposes that a total of EUR 1.0m is paid in remuneration for 2011.
In accordance with previous years, the remuneration for 2010 is approved retrospectively, as part of the adoption of the annual report 2010. The remuneration for 2011 is approved in accordance with the Danish Recommendations on Corporate Governance.
In future, the Board of Directors will only propose adoption of the Board of Directors’ remuneration for the current financial year at the Annual General Meeting.
4. Resolution for the application of profit according to the adopted annual report.
The Board of Directors proposes that no dividend be paid out for 2010.
Proposal to apply the profit for the year of EUR 140m as follows:
Transfer to reserve for net revaluation according to the equity method EUR 304m
Dividend EUR 0m
Retained earnings EUR (164)m
5. Election of members to the Board of Directors.
All board members elected by the Annual General Meeting are up for election and the Board of Directors proposes re-election of the following current board members elected by the Annual General Meeting: Bent Erik Carlsen, Torsten Erik Rasmussen, Freddy Frandsen, Håkan Eriksson, Jørgen Huno Rasmussen, Jørn Ankær Thomsen and Kurt Anker Nielsen. Ola Rollén has decided not to seek re-election. The Board of Directors proposes that Carsten Bjerg is elected to the Board of Directors.
Information about the candidates is available on pages 5-12 and at vestas.com/investor.
6. Appointment of auditor.
The Board of Directors proposes reappointment of PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab.
7. Proposals from the Board of Directors and the shareholders, including proposal for authorisation of the Company to acquire treasury shares.
Proposals from the Board of Directors:
7.1 The Board of Directors proposes adoption of the remuneration policy:
The Board of Directors proposes that the General Meeting adopts the remuneration policy for Vestas Wind Systems A/S’ Board of Directors and Executive Management approved by the Board of Directors. The proposal for the remuneration policy is available on pages 14-15 and on vestas.com/investor.
7.2 The Board of Directors proposes the following amendment to the article of associations:
The existing authorisation to the Board of Directors in Article 3(1) to increase the Company's share capital is renewed to apply until 1 May 2015, still allowing an increase of the share capital by a total nominal amount of DKK 20,370,410.
The authorisations in Article 3(2) to issue employee shares and Article 3(3) to issue warrants have expired and are proposed deleted.
In connection herewith, the following wording for Article 3 is proposed:
Article 3(1):
"The share capital can be increased at the Board of Directors’ discretion in respect of time and terms in one or more issues of new shares up to an amount of DKK 20,370,410 nominal value (20,370,410 shares).
The authorisation shall remain in force until 1 May 2015, and it may be extended by the General Meeting for one or more periods of up to five years each.
An increase of the share capital may be executed by cash payment as well as in other ways. The increase may be effected without pre-emptive rights to the Company’s existing shareholders, provided that the shares are offered for subscription at market price, or as consideration for the Company’s takeover of an existing undertaking or certain assets at a value corresponding to the value of the shares issued. In all cases other than those set out in the previous sentence, the Company’s existing shareholders shall be entitled to subscribe for the new shares on a pro rata basis in proportion to their shareholding."
Article 3(2):
”In the event of capital increases pursuant to Article 3(1), the new shares shall be registered in the name of the shareholder and recorded in the Company’s register of shareholders. The shares are negotiable instruments and in every respect carry the same rights as existing shares, including redemption rights and restrictions on transferability of the shares. The new shares shall carry a right to dividend from such date as may be determined by the Board of Directors, however, not later than from the first financial year following the capital increase.
Any other terms and conditions governing the capital increases effected in accordance with the authorisation laid down in Article 3(1) shall be determined by the Board of Directors.”
7.3 The Board of Directors requests the following authorisation:
The Board of Directors requests that the General Meeting approves an authorisation to the Company to purchase treasury shares in the period until the next Annual General Meeting as the Company’s total holding of Vestas shares after the purchase must not exceed 10 per cent of the share capital. The consideration for such shares must not deviate by more than 10 per cent from the closing price quoted by NASDAQ OMX Copenhagen at the time of purchase.
Proposal from the shareholder Delta of Science ApS:
7.4 The General Meeting decides that Vestas will not use the test centre in Østerild designated by the Danish Government.
Vestas has already signed an agreement with the Danish Government for the purchase of two test sites at the test centre "Østerild Klitplantage" designated by the Danish Government. Therefore, the Board of Directors cannot support the proposal.
8. Any other business.
Amendment requirements
Adoption of agenda item 7.2 regarding amendment of the article of associations can only be passed by a majority of not less than two thirds of all votes cast and of the voting capital represented at the General Meeting. All other proposals require simple majority.
Size of share capital and shareholder voting rights
The Company's share capital is DKK 203,704,103 nominal value divided into shares of DKK 1 each and/or multiples thereof. Each share amount of DKK 1 carries one vote.
The record date is Monday, 21 March 2011.
Shareholders who hold Vestas shares on the record date are entitled to attend and vote at the General Meeting. Furthermore, participation is conditional upon the shareholder having timely obtained an admission card as described below.
Admission card
Shareholders wishing to attend the General Meeting must request an admission card no later than on Thursday, 24 March 2011. Admission cards may be ordered via Vestas' InvestorPortal on vestas.com/investor (requires an electronic access code) or by returning the registration form which can be downloaded from vestas.com/investor. Shareholders using the form shall sign it and return it to VP Investor Services, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark (fax: +45 4358 8867 or email a scanned copy of the form to vpinvestor@vp.dk) before deadline.
Proxy
Shareholders can vote by proxy no later than on Thursday, 24 March 2011. The proxy form can be submitted electronically via Vestas' InvestorPortal on vestas.com/investor (requires an electronic access code) or in writing by using the proxy/correspondence vote form, which can be downloaded from vestas.com/investor. Shareholders using the form, shall fill it in, sign it and return it to VP Investor Services before deadline, ref. the above mailing address/email address/fax number.
Votes by correspondence
Shareholders can vote by correspondence no later than on Sunday, 27 March 2011. The correspondence vote may be given via Vestas' InvestorPortal on vestas.com/investor (requires an electronic access code) or by returning the proxy/correspondence vote form which can be downloaded from vestas.com/investor. Shareholders using the form, shall fill it in, sign it and return it to VP Investor Services before deadline, ref. the above mailing address/email address/fax number.
Questions from the shareholders
Until the date of the General Meeting, shareholders may ask questions concerning the agenda or documents to be used at the General Meeting by writing to Vestas Wind Systems A/S, Alsvej 21, DK-8940 Randers SV, Denmark, or by email to vestasAGM@vestas.com. Questions and answers will be available at vestas.com/investor until 4 April 2011.
Additional information about the General Meeting
At vestas.com/investor, additional information is available including the annual report 2010, proposal for the remuneration policy, the notice convening the meeting, the total number of shares and voting rights at the date of the notice, the agenda (the complete proposals), the proxy/correspondence vote form to be used at the General Meeting and the proposed articles of association. From Tuesday, 1 March 2011 until Monday, 28 March 2011, the information will also be available for inspection by the shareholders at the Company's headquarters in Randers, Denmark.
Refreshments will be served after the General Meeting. The event is expected to end at approx 5 p.m. (CET).
Randers, March 2011
Vestas Wind Systems A/S
On behalf of the Board of Directors
Bent Erik Carlsen
Chairman