To the shareholders of Vestas Wind Systems A/S
Pursuant to article 4 of the Articles of Association, you are hereby convened
for the Extraordinary General Meeting of Vestas Wind Systems A/S on Thursday 14
January 2010 at 9:00 a.m. (CET) at the Radisson Blu Falconer Hotel & Conference
Centre, Falkoner Allé 9, 2000 Frederiksberg, Denmark. The agenda includes the
following items:
Proposal from the Board of Directors to change the Articles of Association
The new Danish Companies Act implies that the company - dependent on the
commencement provisions, which are yet not known - may not be able to comply
with the existing article 4.6 of the Articles of Associations regarding the time
limit of shareholders' right to submit proposals to be included in the agenda
for the Annual General Meeting. Consequently, the existing time limit is
proposed changed to a time limit of six weeks corresponding to the time limit in
the new Danish Companies Act.
Article 4.6 of the Articles of Associations is therefore proposed changed to the
following wording:
”Any shareholder may in writing to the Board of Directors claim a specific
matter included in the agenda for the Annual General Meeting. The claim must be
submitted not later than six weeks before the date of the Annual General
Meeting.”
Authorisation to the chairman of the General Meeting
The Board of Directors proposes that the General Meeting authorises the chairman
of the General Meeting to notify the notifiable decisions made by the General
Meeting to the Danish Commerce and Companies Agency and make the corrections in
the documents which have been prepared in connection with these decisions to the
extent that the Danish Commerce and Companies Agency requires so in order to
register the decisions.
Agenda and complete proposals
The agenda and the complete proposals to be submitted to the General Meeting
will be available for review by the shareholders at the company's registered
office in Randers, Denmark from 30 December 2009 to 14 January 2010.
Furthermore, the documents will be available at vestas.com/investor.
Admission card
Pursuant to article 6 of the Articles of Association, shareholders who wish to
attend the General Meeting shall order an admission card from VP Investor
Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark (fax: +45 4358 8867) or
via vestas.com/investor no later than Monday 11 January 2010 at 4:00 p.m. (CET).
Non-registered shareholders who wish to attend the General Meeting shall provide
evidence of their title by presenting a document of title issued by the relevant
shareholder's bank ("the account-holding bank"). The document of title must be
issued no more than 14 days before the shareholder's request for an admission
card.
Voting right
The company's share capital amounts to DKK 203,704,103.00 and is divided into
shares in the denomination of DKK 1.00 and/or multiples thereof. Each share
amount of DKK 1.00 shall entitle the shareholder to one vote. Shareholders who
are entitled to attend the General Meeting, and who have had their shares
registered in the register of shareholders, or have reported and submitted proof
of their acquisition, shall be entitled to vote.
Shareholders, who have acquired shares by transfer, cannot exercise the voting
rights attached to the shares in question, without such shares having been
registered in the register of shareholders, or the shareholder has reported and
submitted proof of the shareholder's acquisition prior to this notice, cf.
article 6 of the Articles of Association. A form for submitting votes by proxy
may be obtained from VP Investor Services or via vestas.com/investor. The
completed and signed proxy must be received by VP Investor Services no later
than Monday 11 January 2010 at 4:00 p.m. (CET).
The event is expected to be concluded at approx 9:30 a.m. (CET).
