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To the shareholders of Vestas Wind Systems A/S

 

On Tuesday 7 April 2020 at 1:00 p.m. (CEST), Vestas Wind Systems A/S will hold the Annual General Meeting at the Aksen House of Business, Hedeager 44, 8200 Aarhus N, Denmark.

- Convening for Vestas Wind Systems A/S' Annual General Meeting (pdf)
- The proposed Articles of association - draft (pdf)
- The Proposed Remuneration Policy - draft (pdf)
- Annual report 2019
- Shareholder information 1/2020

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.

Notification of attendance

Due to coronavirus we urge all shareholders to vote by correspondance and not attend physically
We had been looking forward to meeting with our shareholders, but unfortunately the situation regarding the coronavirus and the risk of infection are now so severe that we are urged to encourage shareholders not to attend the general meeting. 

Deregister on vestasAGM@vestas.com, if you have already registered
Already registered shareholders who choose not to participate according to our recommendation, please notify us by email. 

Notification of attendance
Deadline for requesting an admission card was Friday 3 April 2020.  

Vote in advance
Deadline for voting by proxy was Friday 3 April 2020.
Deadline for voting by correspondance was Monday 6 April 2020 at 12:00 (noon).


Calendar

5 February 2020
Disclosure of the annual report 2019
Read more ...

24 February 2020
Deadline for requesting a specific matter to be included in the agenda
Read more … 

5 March 2020
Convening notice for the Annual General Meeting
Read more ...

31 March 2020
The record date
Read more ...

3 April 2020
Deadline for notifying Vestas about attendance
Read more … 

3 April 2020
Deadline for voting by proxy 
Read more … 

6 April 2020
Deadline for voting by correspondence
Read more …

7 April 2020
The Annual General Meeting

Convening

On Tuesday 7 April 2020 at 1:00 p.m. (CEST), Vestas Wind Systems A/S will hold its Annual General Meeting at the Aksen House of Business, Hedeager 44, 8200 Aarhus N, Denmark.

Read more
The convening (pdf)

Questions and answers (Q&A)

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

Read more
Questions and answers (Q&A) 

Share capital and voting rights

The share capital is nominally DKK 198,901,963 divided into shares of DKK 1 each and/or any multiples thereof. Each share of DKK 1 carries one vote.

Read more
Share capital and voting rights

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 was Monday 24 February 2020.

Convening for Vestas Wind Systems A/S' Annual General Meeting (pdf)


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 was Tuesday, 31 March 2020.  

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

Deadline for requesting an admission card was Friday 3 April 2020.

Due to coronavirus we urge all shareholders to vote by correspondance and not attend physically
We had been looking forward to meeting with our shareholders, but unfortunately the situation regarding the coronavirus and the risk of infection are now so severe that we are urged to encourage shareholders not to attend the general meeting.

Deregister on vestasAGM@vestas.com, if you have already registered
Already registered shareholders who choose not to participate according to our recommendation, please notify us by email.

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

Deadline for voting by proxy was Friday 3 April 2020.

Vote by correspondence

Deadline for voting by correspondence was  Monday 6 April 2020 at 12:00 noon (CEST). 


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

Questions and answers

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

When and where will Vestas' Annual General Meeting take place?
Vestas' Annual General Meeting will be held on Tuesday 7 April 2020 at 1:00 p.m. (CEST) at the Aksen House of Business, Hedeager 44, 8200 Aarhus N,
Denmark.

Do you have to have a physical annual general meeting to pass resolutions, or could you do it digitally?
Vestas has a physical annual general meeting to pass resolutions. Shareholders who can’t participate can vote by proxy or vote by correspondence. 

- Submission of proxy
- Vote by correspondence 

Vestas’ Board of Directors may determine that, in addition to a right to physically attend general meetings, shareholders may be given the right to attend electronically (partially electronic general meeting), ref. the Danish Companies Act. A completely electronic general meeting would require approval by the general meeting. 

If you can do a general meeting digitally, can you achieve a quorum?
The articles of association do not include any quorum requirements. 

All proposals put to a vote at the general meeting shall be adopted by a simple majority of votes, unless the Danish Companies Act or the articles of association prescribe special rules regarding the adoption. 

Any resolution in respect of an 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 not 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. Ref. article 7 of the Company’s Article of association.  

A overview of the votes casted at the general meeting will be disclosed after the meeting – link. 

How many people typically attend your annual general meetings? 
In 2018 and 2019, between 400 and 500 persons were present. For additional information, please refer to the minutes of the meetings – link. 

Can you pay a dividend without approval at the annual general meeting?
The company can’t pay out dividend to the shareholders unless it has been approved by the general meeting or subject to an authorisation granted by the general meeting.

In light of the coronavirus outbreak, has Vestas considered not to pay out dividend to the shareholders?
According to the convening for Vestas Wind Systems A/S’ Annual General Meeting 2020, the Board of Directors has proposed that a dividend of DKK 7.93 per share be paid out for the financial year 2019. At present, the Board of Directors has no intention of changing its proposal.

Size of the share capital and shareholders’ voting rights

Size of the share capital
The company’s share capital is nominally DKK 198,901,963 divided into shares of DKK 1 each and/or any multiples thereof. Each share of DKK 1 carries one vote.

  • Number of shares: 198,901,963
  • Number of votes: 198,901,963 
     

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.

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.

Nominated candidates

Anders Runevad

Member of the Board of Directors

Anders Runevad
Born: 16 March 1960
Nationality: Swedish
Resident: Sweden
Position: Professional board member

Position with Vestas Wind Systems A/S
Member of the Board since 2020. Term of office expires in 2021.
Member of the Nomination & Compensation Committee.
Member of the Technology & Manufacturing Committee.
Does not meet the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 8,096 shares*.

Fiduciary positions
Chairman of the board of MHI Vestas Offshore Wind A/S. 

Member of the boards of Nilfisk Holding A/S**  and Schneider Electric SE**.


*) Stated without decimals.
**) Company listed on a stock exchange.

Competencies
Education
1985-1989 - MBA studies, University of Lund (SE)
1980-1984 - Master of Science in Electrical Engineering, University of Lund (SE)

Former positions
2013-2019 - Group President & CEO, Vestas Wind Systems A/S 
2010-2013 - President Region West & Central Europe, Ericsson (UK)
2006-2010 - Executive Vice President, Sony Ericsson (UK)
2004-2006 - President, Ericsson Brazil (BR)
2000-2004 - Vice President, Sales and Marketing, Business unit Network, Ericsson AB (SE)
1996-2000 - President, Ericsson Singapore (SG)
1991-1996 - Product Manager / Director Product Management, Ericsson Group (SE)
1989-1991 - Product Manager, Ericsson-General Electric USA (USA)
1985-1989 - Various positions at Ericsson Group (SE)

Special competencies
Competencies which specifically are be essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of the renewable energy industry. Experience from leading an international listed company. Knowledge in International business, strategy development and implementation, corporate management, sales, product development, and operation.

Bert Nordberg

Chairman of the Board of Directors

Bert Nordberg

Born: 23 March 1956
Nationality: Swedish
Resident: Sweden
Position: Professional board member

Position with Vestas Wind Systems A/S
Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2020. Term of office expires in 2021.
Chairman of the company’s Board since 2012.
Chairman of the Nomination & Compensation Committee.
Member of the Audit Committee.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 14,600 shares*. 

Fiduciary positions
Chairman of the boards of Sigma Connectivity AB and TDC A/S.

Member of the boards of Essity AB**, Saab Group AB**, and Svenska Cellulosa Aktiebolaget SCA**.


* The mentioned number of shares includes own and related parties’ total shareholding.
** Company listed on a stock exchange.



Competencies
Education:
1985-1986 - Courses in International Management, Marketing and Finance at INSEAD University
1979-1980 - Engineer in the Swedish Marines from Berga
1976-1979 - Degree in Electronic Engineering

Former positions:
2009-2012 - President & CEO, Sony Mobile Communications AB
2008-2009 - Head of Ericsson Silicon Valley, Telefonaktiebolaget LM Ericsson
2004-2008 - Executive Vice President of Sales and Marketing, LM Ericsson Group
2003-2004 - Senior Vice President of Group function Sales and Marketing, LM Ericsson Group
2002-2003 - Head of Business Unit Systems, LM Ericsson Group
2001-2002 - Head of Business Unit Global Services, LM Ericsson Group
2000-2004 - Executive Vice President of Division Global Services, LM Ericsson Group
1999-2000 - Executive Vice President of Ericsson Services, LM Ericsson Group
1996-2000 - Head of Enterprise Services, LM Ericsson Group
1980-1996 - Various management positions at Digital Equipment Corporation and Data General Corp

Special competencies:
Mr Nordberg has the following competencies which specifically are essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of restructuring, services and infrastructure business; several years of international business experience; development market knowledge.

Bruce Grant

Member of the Board of Directors

Bruce Grant
Born: 30 May 1959
Nationality: American
Resident: USA
Position: Executive Chairman, Applied Value LLC (USA)

Position with Vestas Wind Systems A/S
Member of the Board since 2019 and re-elected in 2020. Term of office expires in 2021.
Member of the Technology & Manufacturing Committee.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 0 shares. 

Fiduciary positions 
Chairman of the boards of Applied Invest LLC, Applied VenCap LLC, and Human Care Corporation. 

Deputy chairman of the board of CosmosID, Inc.  

Member of the boards of RiverMeadow LLC and Swedish-American Chamber of Commerce, Inc. 

Positions of trust
Chairman of the board of Hand in Hand International.

Competencies
Education:
1981-1984 PhD Cand. Industrial Management, Chalmers University of Technology
1977-1981 MSc., Business Economics, University of Gothenburg

Former positions:
1995-1997 President, Arthur D. Little North America
1993-1995 President, Arthur D. Little Scandinavia

Special competencies: 
Mr Grant has the following competencies which specifically is essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of strategy and turn-around implementation in the renewable industry and large, global industrial companies. Expert on sourcing the steel market and in depth knowledge of the US market.

Carsten Bjerg

Member of the Board of Directors

Carsten Bjerg

Born: 12 November 1959
Nationality: Danish
Resident: Denmark
Position: Professional board member

Position with Vestas Wind Systems A/S
Member of the Board since 2011 and re-elected for subsequent terms, most recently in 2020. Term of office expires in 2021.
Member of the Technology & Manufacturing Committee.
Member of the Audit Committee.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 4,019 shares.

Fiduciary positions
Chairman of the boards of Hydrema Holding ApS, Bogballe A/S and Bogballe Investment A/S, Ellepot A/S and Ellegaard Investment I ApS, Guldager A/S and CapHold Guldager ApS, Robco Engineering A/S and Robco Engineering Investment A/S, Arminox A/S and Arminox Investment A/S, Bjerringbro-Silkeborg Håndbold A/S - and PCH Engineering A/S and PCH Investment A/S.

Deputy chairman of the board of Rockwool International A/S*.  

Member of the boards of Agrometer A/S, Agrometer Investment A/S, Dansk Smede- og Maskinteknik A/S, and IBP H ApS - and TCM Group A/S*, and TMK A/S. 


 * Company listed on a stock exchange.

Competencies
Education:
1984-1985 - ACPMM, University of Cambridge
1983 - BSc Engineering, The Engineering Academy of Denmark

Former positions:
2007-2013 - Group President, Grundfos Group and Managing Director, Grundfos Holding A/S
2006-2007 - Acting CEO, Grundfos Management A/S
2003-2006 - Deputy CEO, Grundfos Management A/S
2000-2003 - EVP, Production & Logistics, Grundfos Management A/S
1997-2000 - SVP, International Production, Grundfos Management A/S
1994-1997 - Product Line Director, Danfoss A/S
1989-1994 - Plant Manager, Danfoss A/S
1985-1989 - Project Manager, Danfoss A/S
1983-1984 - Engineer & Trainee, Danfoss A/S

Special competencies:
Mr Bjerg has the following competencies which specifically are essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of managing an international group including thorough knowledge of R&D, manufacturing, and strategic management.


Eva Merete Søfelde Berneke

Member of the Board of Directors

Eva Merete Søfelde Berneke 
Born: 22 April 1969
Nationality: Danish
Resident: Denmark
Position: CEO, KMD A/S

Position with Vestas Wind Systems A/S
Member of the Board since 2019 and re-elected in 2020. Term of office expires in 2021.
Member of the Nomination & Compensation Committee.
Member of the Audit Committee.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding 
Vestas shareholding: 2,159 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

Fiduciary positions 
Chairman of the board of Charlie Tango A/S. 

Deputy chairman of the board of Edlund A/S. 

Member of the boards of Danmarks Nationalbank, Ecole Polytechnique, KMD Venture A/S, LEGO A/S, and four subsidiaries of the KMD Holding ApS. 

Positions of trust
Member of the board of Technical University of Denmark.

Competencies
Education:
1994-1995 - MBA program, INSEAD University
1988-1992 - Master of Mechanical Engineering, Technical University of Denmark
1990-1991 - Master studies, Economics, École Centrale Paris

Former positions:
2012-2017 - Senior Executive Vice-President, TDC A/S
2009-2011 - Chief of Staff, TDC A/S
2007-2009 - Chief Strategy Officer and member of Group Management, TDC A/S
1998-2007 - Partner, McKinsey & Co.
1993-1998 - Consultant and Engagement Manager, McKinsey & Co. 

Special competencies: 
Ms Berneke has the following competencies which specifically is essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of corporate management including knowledge of strategy execution, management of a listed company, digitalisation, and IT.

Helle Thorning-Schmidt

Member of the Board of Directors

Helle Thorning-Schmidt 
Born: 14 December 1966
Nationality: Danish
Resident: United Kingdom
Position: Professional board member  

Position with Vestas Wind Systems A/S
Member of the Board since 2019 and re-elected in 2020. Term of office expires in 2021.
Member of the Nomination & Compensation Committee.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.  

Shareholding
Vestas shareholding: 0 shares. 

Fiduciary positions  
Chair of the board of SelectionF ApS.

Member of the boards of Carsoe Group A/S, DJE Holdings Limited, SafeLane Global Limited, and The Fertility Partnership Limited.

Positions of trust 
Chair of the board of Danish Football Union’s (DBU) Governance and Development Committee.

Member of the boards of Islamic Development Bank and Schwab Foundation for Social Entrepreneurship.

Members of the advisory boards of Algebris Research & Policy Forum, Atlantic Council, Council on Foreign Relations, and US Council on Foreign Relations.

Members of the councils of 21st Century Council – The Bergguen Institute and European Council on Foreign Relations.

Member of the board trustee of the International Crisis Group.

Member of the International Commission of Financing Global Education Opportunity.


Competencies
Education: 
1992-1993 - Master’s Degree in European Studies from the College of Europe in Bruges
1987-1994 - Master’s Degree in Political Science from the University of Copenhagen

Former positions:
2016-2019 - CEO, Save the Children International
2011-2015 - Prime Minister of Denmark
2005-2015 - Member of Danish Parliament and leader of the Social Democratic Party
1999-2004 - Member of the European Parliament

Special competencies 
Ms Thorning-Schmidt has the following competencies which specifically is essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of governmental affairs and political environments as well as strategic management of international and political organisations.

Karl-Henrik Sundström

Member of the Board of Directors

Karl-Henrik Sundström

Born: 10 April 1960
Nationality: Swedish 
Resident: Sweden 
Position: Professional board member

Position with Vestas Wind Systems A/S
Member of the Board since 2020. Term of office expires in 2021.
Chairman of the Audit Committee and fulfils the demand for qualifications within financial accounting as set out in the Danish Auditors’ Act.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 0. 

Fiduciary positions
Chairman of the board of TrackLib AB. 

Member of the boards of Mölnlycke Health Care AB, NXP Semiconductors N.V.* and Sustainable Energy Angels AB. 

Positions of trust
Chairman of the tax delegation for Swedish Business and Commerce. 

Member of the board of the Marcus Wallenberg Foundation.


* Company listed on a stock exchange. 

Competencies 

Education
1997 - Advanced Management Program, Harvard Business School
1985-1987 - Trainee Financial Management, LM Ericsson Group
1982-1985 - Business Administration, specialising in Finance and Accounting, Uppsala University
1979-1981 - Royal Coast Artillery, Rank Master Sergeant and Boat Chief, Military Service 

Former positions
2014-2019 - CEO, Stora Enso AB
2013-2014 - Executive Vice President – Printing & Living, Stora Enso AB
2012-2013 - CFO & Executive Vice President, Stora Enso AB
2008-2012 - CFO & Executive Vice President, NXP Semiconductors N.V.
2003-2007 - CFO & Executive Vice President, LM Ericsson Group
2002-2003 - Vice President and Head of Ericsson Global Services, LM Ericsson Group
1999-2002 - Managing Director Ericsson Australia, LM Ericsson Group
1997-1999 - Corporate Treasurer and Senior Vice President, LM Ericsson Group
1992-1997 - Business Area Controller Public Telecommunications, LM Ericsson Group
1988-1991 - CFO for Compania Argentina de Telefonos, LM Ericsson Group 1
1985-1988 - Various positions within the LM Ericsson Group
1982-1985 - Foreign Currency Dealer, Svenska Handelsbanken

Special competencies
Competencies which specifically are essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of sustainability, strategy, accounting and finance. International experience of marketing and sales of capital goods.

Lars Josefsson

Deputy Chairman of the Board of Directors

Born: 31 May 1953
Nationality: Swedish
Resident: Sweden
Position: Independent consultant

Position with Vestas Wind Systems A/S
Member of the Board since 2012 and re-elected for subsequent terms, most recently in 2020. Term of office expires in 2021.
Deputy Chairman since 2012.
Chairman of the Technology & Manufacturing Committee.
Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 3,500 shares.

Fiduciary positions
Chairman of the Board of TimeZynk AB.

Member of the Boards of Holmen AB*, Metso Oyj*, and Ouman Oy.

*) Company listed on a stock exchange.

 


Competencies
Education:
1990 - International Advanced Management Programme (IAMP)
1984-1985 - Degree in Business Economics, University of Uppsala
1973-1977 - Master of Science, School of Engineering Physics, Chalmers University of Technology

Former positions: 
2012-2013 - CEO, Micronic Mydata AB
2011-2012 - CEO, Alimak Hek AB
2004-2011 - President, Sandvik Mining and Construction
2003-2004 - President, Siemens Industrial Turbines AB
1999-2003 - President, ALSTOM Power Sweden AB
1977-1999 - Various management positions at ABB

Special competencies:
Mr Josefsson has the following competencies which specifically are essential to the work of the Board of Vestas Wind Systems A/S: In-depth knowledge of managing international companies including research and development, technology and production.