General Meeting

8 April 2021

Vestas' Annual General Meeting will take place on Thursday 8 April 2021 at 04:30. p.m (CEST), at Vestas' Headquarters, Hedeager 42, 8200 Aarhus N, Denmark.

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To the shareholders of Vestas Wind Systems A/S

On Thursday 8 April 2021 at 04:30 p.m. (CEST), Vestas Wind Systems A/S will hold the Annual General Meeting at Vestas' Headquarters, Hedeager 42, 8200 Aarhus N, Denmark.

Electronic communication - register your email address
Convening notices and admission cards for Vestas’ general meetings are sent by email. It is therefore important that shareholders sign up for Vestas' email service, if they want to receive convening notices for future general meetings. In the InvestorPortal, shareholders can subscribe to receive convening notices, annual reports, interim financial reports and other shareholder information by email.

Size of the share capital and shareholders’ voting rights
The company’s share capital is nominally DKK 201,973,452 divided into shares of DKK 1 each and/or any multiples thereof. Each share of DKK 1 carries one vote.

Agenda

Request a specific matter to be included in the agenda
Deadline for the company’s shareholders to submit a written request to the Board of Directors that a specific matter be included in the agenda for the Annual General Meeting is Wednesday, 24 February 2021.

Calendar

10 February 2021
Disclosure of the Annual Report 2020 and Remuneration Report 2020
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24 February 2021
Deadline for requesting a specific matter to be included in the agenda
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05 March 2021
Convening notice for the Annual General Meeting
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31 March 2021
Deadline for notifying Vestas about attendance
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31 March 2021
Deadline for voting by proxy
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01 April 2021
The record date
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07 April 2021
Deadline for voting by correspondence
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08 April 2021
The Annual General Meeting

Questions and answers

If you have any questions before the Annual General Meeting, please send it to vestasagm@vestas.com.

Request a specific matter to be included in the agenda

Deadline for the company’s shareholders to submit a written request to the Board of Directors that a specific matter be included in the agenda for the Annual General Meeting is Wednesday 24 February 2021.

Article 4(6)

“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.”

Article 4(6) of the Articles of association

Record date

The record date is Thursday, 1 April 2021.

Shareholders holding shares in the company on the record date are entitled to attend and vote at the Annual General Meeting, including voting by submitting a proxy or a correspondence vote. The shares held by each shareholder at the record date are calculated on the basis of registration of the shareholder’s ownership in the register of shareholders on the record date and notifications about ownership received by the company as of this date for entry into the register of shareholders, but which have not yet been registered in the register of shareholders.

Furthermore, participation is conditional upon the shareholders having notified Vestas of their attendance. Shareholders wishing to exercise their rights are encouraged to contact their depository bank well in advance of the record date to ensure correct and sufficient registration

Notification of attendance

Shareholders wishing to attend the Annual General Meeting must notify Vestas of their attendance no later than on Wednesday, 31 March 2021.

As of Friday, 5 March 2021, notification of attendance can be done via Vestas’ InvestorPortal (requires an electronic access code) or by returning the registration form, which can be downloaded from vestas.com/investor as from Friday, 5 March 2021.

Shareholders using the registration form shall sign it and return it in due time to reach VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark (email a scanned copy of the form to vpinvestor@vp.dk) no later than on Wednesday, 31 March 2021.

Article 6(3)

“Any shareholder who is entitled to attend a General Meeting, ref. Article 6(2), and who wishes to attend a General Meeting or to be represented by proxy, must notify the Company of their attendance no later than three days before the date of the relevant General Meeting. Notification of participation shall not prevent the shareholder from deciding to be represented by proxy after notification has taken place.”

Article 6(3) of the Articles of association

Submission of proxy

Submission of proxy
Shareholders entitled to attend the Annual General Meeting may vote by proxy.

As of Friday, 5 March 2021, the proxy can be submitted electronically via Vestas' InvestorPortal (requires an electronic access code) or in writing by using the proxy form, which can be downloaded from vestas.com/investor from Friday, 5 March 2021.

Shareholders using the proxy form shall complete the form, sign it and return it in due time to reach VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark (email a scanned copy of the form to vpinvestor@vp.dk) not later than on Wednesday, 31 March 2021.

Vote by correspondence

Shareholders entitled to attend the Annual General Meeting may vote by correspondence.

As of Friday, 5 March 2021, vote by correspondence can be submitted electronically via Vestas' InvestorPortal (requires an electronic access code) or in writing by using the vote by correspondence form, which can be downloaded from vestas.com/investor as from Friday, 5 March 2021.

Shareholders using the vote by correspondence form shall complete the form, sign it and return it in due time to reach VP Investor Services, Weidekampsgade 14, 2300 Copenhagen S, Denmark (email a scanned copy of the form to vpinvestor@vp.dk) not later than on Wednesday, 7 April 2021 at 12:00 am (CET).

Article 6(4)

“… Shareholders entitled to attend a general meeting, ref. article 6(2) of the articles of association, may also vote by correspondence. Votes by correspondence must be made in writing and be received by the Company not later than on the day before the General Meeting.”

Article 6(4) of the Articles of association

Election of members to the Board of Directors

Pursuant to Vestas Wind Systems A/S’ articles of association, the Board of Directors shall consist of five to ten members to be elected by the general meeting for a term of one year.

Board members elected by the general meeting may be recommended for election by the shareholders or by the Board of Directors.

Recruitment criteria

In connection with the election of board members by the general meeting, the retiring Board of Directors shall nominate candidates for the vacant offices on the Board, to ensure that the shareholders are able to elect a continuing Board of Directors. When proposing candidates for board membership, the Board of Directors strives to ensure that the Board of Directors:

is able to act independently of special interests;
represents a balance between continuity and renewal;
matches the company’s situation; and
has industry insight and the commercial and financial skills required to allow the Board of Directors to perform its tasks in the best possible manner.

The Board of Directors uses external assistance for the search process and assessment of the profiles and qualifications specifically required in order to complement the expertise reflected in the overall composition of the Board.

Diversity within the board

The Board of Directors continuously work to increase diversity within the board. When proposing new board candidates, the Board of Directors pursue the goal of having several nationalities of both gender as well as a diverse age distribution. However, this goal must not compromise the other recruitment criteria.

Size of the share capital and shareholders’ voting rights

Size of the share capital
The company’s share capital is nominally DKK 201,973,452 divided into shares of DKK 1 each and/or any multiples thereof. Each share of DKK 1 carries one vote.

Number of shares: 201,973,452
Number of votes: 201,973,452

Shareholders' voting rights
The right of a shareholder to attend a general meeting and to vote is determined relative to the shares held by the shareholder at the record date. The record date is one week before the general meeting.

The shares held by each shareholder at the record date are calculated on the basis of registration of the shareholder's ownership in the register of shareholders and notifications about ownership received by the company for entry, but which have not yet been registered in the register of shareholders.