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To the shareholders of Vestas Wind Systems A/S

 

On Wednesday, 3 April 2019 at 2:00 pm (CEST), Vestas Wind Systems A/S will hold the Annual General Meeting at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark.

- Convening for Vestas Wind Systems A/S' Annual General Meeting (pdf)
- The proposed Articles of association (pdf) 
- Annual report 2018
- Shareholder information 1/2019

Electronic communication - register your email address 

Convening notices 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.

Active Vestas shareholder

Notification of attendance
 
- Deadline: 29 March 2019

Vote by proxy

- Deadline: 29 March 2019

Vote by correspondence

- Deadline: 2 April 2019 at 12:00 noon (CEST)


Calendar

7 February 2019
Disclosure of the annual report 2018
Read more ...

19 February 2019
Deadline for requesting a specific matter to be included in the agenda
Read more … 

27 February 2019
Convening notice for the Annual General Meeting
Read more ...

27 March 2019
The record date
Read more ...

29 March 2019
Deadline for notifying Vestas about attendance
Read more … 

29 March 2019
Deadline for voting by proxy 
Read more … 

2 April 2019
Deadline for voting by correspondence
Read more …

3 April 2019
The Annual General Meeting

Convening

On Wednesday, 3 April 2019 at 2:00 pm (CEST), Vestas Wind Systems A/S will hold its Annual General Meeting at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark.

Read more
Convening for the Annual General Meeting (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 205,696,003 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 Tuesday, 19 February 2019.

Convening for the 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 Wednesday, 27 March 2019.  

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. 


Deadline:  Friday, 29 March 2019. 


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. 

Deadline: Friday, 29 March 2019

Vote by correspondence

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

Deadline: Tuesday, 2 April 2019 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 Wednesday, 3 April 2019 at 2:00 p.m. (CEST) at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark.

How does Vestas calculate the “Return on Invested Capital” (ROIC)? And why have you chosen this definition?
Vestas defines the ROIC as EBIT before special items (operating profit) adjusted for tax as a percentage of average invested capital. This definition is in accordance with the guidelines from The Danish Finance Society in “Recommendations and Financial ratios 2018”. Invested capital comprise all operating assets and liabilities. For Vestas, operating assets comprise total assets excluding non-operating assets such as investments in joint ventures and associates, other investments, financial investments, and cash and cash equivalents. Operating liabilities comprise total liabilities excluding non-operating liabilities such as financial debt.

Historically, Vestas has been using ROIC as the primary indicator for the return of operating capital that is actively utilised. Since 2018 however, Vestas has chosen to use Return on Capital Employed (ROCE) as the primary return metric, as ROCE is focused on all capital employed and not only the operating capital.



Size of the share capital and shareholders’ voting rights

Size of the share capital
The company’s share capital is nominally DKK 205,696,003 divided into shares of DKK 1 each and/or any multiples thereof. Each share of DKK 1 carries one vote.

  • Number of shares: 205,696,003
  • Number of votes: 205,696,003 
     

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

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
Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.

Designated by the Board of Directors as chairman of the Nomination & Compensation Committee.

Mr Nordberg meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 14,600 shares*. 

* The mentioned number of shares includes own and related parties’ total shareholding.

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

Fiduciary positions
Chairman of the boards of Sigma Connectivity AB (SE), and TDC A/S (DK).

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

** Company listed on a stock exchange.


Bruce Grant

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

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

Elected by the Board of Directors as a member of the Technology & Manufacturing Committee. 

Mr Grant meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 0 shares. 

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

Former positions
1995-1997 President, Arthur D. Little North America (USA)
1993-1995 President, Arthur D. Little Scandinavia (SE) 

Special competencies
Mr Grant has the following competencies which specifically is essential to the work of the Board of Directors 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.

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

Deputy chairman of the board of CosmosID, Inc. (USA).  

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

Positions of trust
Chairman of the board of Hand in Hand International (UK).

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
Elected to the Board of Directors in March 2011 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.

Elected by the Board of Directors as a member of the Technology & Manufacturing Committee and the Audit Committee.

Mr Bjerg meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 4,019 shares.


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

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

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

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


* Company listed on a stock exchange.


Eva Merete Søfelde Berneke

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

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

Ms Berneke meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding 
Vestas shareholding: 1,000 shares. 

Special competencies 
Ms Berneke has the following competencies which specifically is essential to the work of the Board of Directors 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.

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

Deputy chairman of the board of Edlund A/S (DK). 

Member of the boards of Danmarks Nationalbank (DK), KMD Venture A/S (DK), and LEGO A/S (DK). 

Positions of trust
Member of the board of Technical University of Denmark (DK).

Helle Thorning-Schmidt

Helle Thorning-Schmidt 
Born: 14 December 1966
Nationality: Danish
Resident: United Kingdom
Position: CEO, Save the Children International (UK) 

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in April 2019. Term of office expires in 2020. 

Elected by the Board of Directors as a member of the Nomination & Compensation Committee. 

Ms Thorning-Schmidt meets the definition of independence as set out by the Danish Corporate Governance Committee.  

Shareholding
Vestas shareholding: 0 shares. 

Special competencies 
Ms Thorning-Schmidt has the following competencies which specifically is essential to the work of the Board of Directors 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.

Fiduciary positions 
Member of the board of SafeLane Global Limited (UK). 

Positions of trust
Member of the boards of Algebris Research & Policy Forum (UK), European Council on Foreign Relations (DE), Schwab Foundation for Social Entrepreneurship (CH), and The Transform Foundation, Islamic Development Bank (SA).  

Member of the advisory boards of 21st Century Council – The Bergguen Institute (USA), Council of Foreign Relations (USA), Every Woman Every Child (UN), and International Crisis Group (BE).

Henrik Andersen

Member of the Board of Directors

Henrik Andersen

Born: 31 December 1967
Nationality: Danish
Resident: Denmark
Position: Group President & CEO of Hempel A/S (DK)

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in March 2013 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.

Designated by the Board of Directors as chairman of the Audit Committee and fulfills the demand for qualifications within financial accounting as set out in the Danish Auditors' Act. Elected by the Board of Directors as a member of the Nomination & Compensations Committee.

Mr. Andersen meets the definition of independence as set out by the Danish Corporate Governance Committee and the definition of independence of audit committee members as set out in the Danish Auditors' Act.

Shareholding
Vestas shareholding: 12,700*. 


* The mentioned number of shares includes both own and related parties’ total shareholding.

Special competencies
Mr Andersen has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets, international business experience including restructuring and strategic management of international companies.

Fiduciary positions
Chairman and member of the boards of several subsidiaries of the Hempel Group.

Member of the board of H. Lundbeck A/S** (DK).

Positions of trust
Chairman of the audit committee of H. Lundbeck A/S** (DK).

Member of The investment committee of Maj Invest Equity 4 & 5 K/S (DK).


** Company listed on a stock exchange.

Jens Hesselberg Lund

Member of the Board of Directors

Jens Hesselberg Lund

Born: 8 November 1969 
Nationality: Danish
Resident: Denmark
Position: Group CFO, DSV A/S* (DK)

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in March 2018 and relected in 2019. Term of office expires in 2020. 

Elected by the Board of Directors as a member of the Audit Committee.  

Mr Lund meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 4,000 shares.


*) Company listed on a stock exchange.

Special competencies
Mr Lund has the following competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of accounting, finance and capital markets and management of an international and listed company.

Fiduciary positions 
Chairman of the boards of three subsidiaries of the DSV Group.

Deputy chairman of five subsidiaries of the DSV Group.

Position of trust
Member of the board of The Danish Chamber of Commerce (DK).



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
Deputy Chairman of the company’s Board of Directors since 2012. Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2019. Term of office expires in 2020.

Designated by the Board of Directors as chairman of the Technology & Manufacturing Committee and member of the Nomination & Compensation Committee.

Mr Josefsson meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding: 3,500 shares.


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

Fiduciary positions

Chairman of the Boards of Ouman Oy (FI) and TimeZynk AB (SE).

Member of the Boards of Holmen AB* (SE) and Metso Oyj* (FI).


*) Company listed on a stock exchange.