The general meeting, consisting of the company’s shareholders, is the highest management body of Vestas Wind Systems A/S and is the highest authority in all company matters, subject to the limits laid down by Danish legislation and the company’s articles of association.
The Annual General Meeting of Vestas Wind Systems A/S will be held on 30 March 2015 at 1 p.m. (CET) at the Concert Hall (Musikhuset) in Aarhus, Denmark.
Deadline for proposals for the agenda
Convening for the Annual General Meeting
The record date
Deadline for registration and submission of proxy
Deadline for submission of correspondence vote
Voting and amendment requirements
Vestas has a single class of shares, and no shares carry any special rights. Each share carries one vote.
Proposals put to the vote are adopted by a simple majority of votes, unless the Danish Companies Act or the articles of association prescribe special rules regarding the adoption.
Amendment to the articles of association, dissolution, demerger and merger, which under Danish law must be passed by the general meeting, can only be passed by a majority of no less than two-thirds of all votes cast and of the voting capital represented at the general meeting unless otherwise prescribed by the Danish Companies Act.
In general, the intention of the Board of Directors is, in the future, to recommend a dividend of 25-30 per cent of the net result of the year. However, distribution of dividends will always be decided with due consideration for the Group’s plans for growth and liquidity requirements and the Group’s priorities for excess cash.
The Board of Directors recommends to the Annual General Meeting that a dividend of EUR 0.52 (DKK 3.90) per share be paid for 2014. This is equivalent to a dividend percentage of 29.5 per cent measured against the net profit for the year.
Election of board members
The board members’ election terms expire in 2015, as board members elected by the general meeting must retire at the following annual general meeting. However, board members are eligible for re-election. Board members elected by the general meeting may be recommended for election by the shareholders or by the Board of Directors. When proposing candidates for board membership, the Board of Directors seeks to ensure that it is possible for the general meeting to elect a continuing Board of Directors that:
- is able to act independently of special interests;
- represents a balance between continuity and renewal;
- suits the company’s situation;
- is knowledgeable of the industry and has the business and financial competencies necessary to ensure that the Board of Directors can perform its duties in the best way possible; and
- reflects the competencies and experience required in order to manage a company with shares registered for trade on a stock exchange and fulfils its obligations as a listed company.
When proposing new board candidates, the Board of Directors pursues the goal of having different nationalities of both genders. In addition, the Board of Directors focuses on having a diverse age distribution. However, these goals must not compromise the other recruitment criteria. Candidates proposed by the Board of Directors must not have reached the age of 70.
Board member Jørn Ankær Thomsen has informed that he will not stand for re-election. The remaining board members elected by the general meeting have all informed the Board of Directors that they will stand for re-election. The Board of Directors proposes that Mr Torben Ballegaard Sørensen is elected as new member of the Board of Directors. Mr Sørensen holds an MBA from Aarhus School of Business and is an adjunct professor in the Faculty of Organisation and Management at Aarhus University, Denmark.
Remuneration of the Board of Directors for 2015
The Board of Directors expects to propose that the level of the basic remuneration for 2015 is increased by 10 per cent from EUR 47,966 to EUR 52,763 per board member, and that the basic remuneration for 2015 for committee members is increased by 10 per cent from EUR 23,984 to EUR 26,382 per membership.
Appointment of auditors
The Board of Directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab be re-appointed as the company’s auditor.
Remuneration policy – general guidelines for incentive pay
The Board of Directors expects to propose that the Annual General Meeting approves a new remuneration policy and new general guidelines for incentive pay for the Board of Directors and the Executive Management. The draft for the remuneration policy and the draft guidelines for incentive pay will be published at www. vestas.com/investor in connection with the convening for the Annual General Meeting. The proposals can be adopted by a simple majority of votes.
Amendments to the articles of association
The Board of Directors expects to propose the following amendments to the company’s articles of association:
Article 4(4) is updated to the effect that it is no longer necessary to announce the general meeting in a national daily newspaper. The proposal can only be adopted by a majority of not less than two-thirds of all votes cast and of the share capital represented at the Annual General Meeting.
As the Executive Management consists of five members, the Board of Directors proposes that the Executive Management’s authority to bind the company mentioned in article 10(1) of the articles of association be amended to the effect that in the future, the company can be bound by “the joint signatures of two members of the Executive Management” instead of “the joint signatures of the Group President & CEO and another member of the Executive Management”. The proposal can only be adopted by a majority of not less than two-thirds of all votes cast and of the share capital represented at the Annual General Meeting.
The Board of Directors will also propose a renewal of the authorisation for the Board of Directors to acquire treasury shares corresponding to approx 10 per cent of the share capital in the period until the next Annual General Meeting. After such acquisition, Vestas’ combined portfolio of treasury shares must not exceed 10 per cent of the share capital. The proposal can be adopted by a simple majority of votes.