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To the shareholders of Vestas Wind Systems A/S

 

On Tuesday, 3 April 2018 at 1:00pm (CET), Vestas Wind Systems A/S will hold the Annual General Meeting at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark.

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.

 


Calendar

7 February 2018
Disclosure of the annual report 2017
Read more ...

19 February 2018
Deadline for requesting a specific matter to be included in the agenda
Read more … 

28 February 2018
Convening notice for the Annual General Meeting
Read more ...

27 March 2018
The record date
Read more … 

28 March 2018
Deadline for notify Vestas about attendance
Read more … 

28 March 2018
Deadline for voting by proxy 
Read more … 

2 April 2018
Deadline for voting by correspondence
Read more …

3 April 2018
The Annual General Meeting


Convening

On Tuesday, 3 April 2018 at 1:00 p.m. (CET), Vestas Wind Systems A/S will hold its Annual General Meeting at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark


Share capital and voting rights

The share capital is nominally DKK 215,496,947 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 is Monday, 19 February 2018.

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 Tuesday, 27 March 2018.

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 notify 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 must notify the Vestas of their attendance not later than on Wednesday, 28 March 2018. 

As of Wednesday, 28 February 2018, 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 Wednesday, 28 February 2018. 

Shareholders using the registration form shall sign it and return it in due time to reach VP Investor Services A/S, Weidekampsgade 14, Postbox 4040, 2300 Copenhagen S, Denmark (email a scanned copy of the form to vpinvestor@vp.dk) not later than on Wednesday, 28 March 2018. 

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 Wednes, 28 February 2018, the proxy form 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 Wednesday, 28 February 2018. Shareholders using the proxy form shall complete the form, sign it and return it in due time to reach VP Investor Services, Weidekampsgade 14, Postbox 4040, 2300 Copenhagen S, Denmark (email a scanned copy of the form to vpinvestor@vp.dk) not later than on Wednesday, 28 March 2018.


Vote by correspondence

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

As of Wednesday, 28 February 2018, the correspondence form 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 as from Wednesday, 28 February 2018.

Shareholders using the correspondence form shall complete the form, sign it and return it in due time to reach VP Investor Services, Weidekampsgade 14, Postbox 4040, 2300 Copenhagen S, Denmark (email a scanned copy of the form to vpinvestor@vp.dk) not later than on Monday, 2 April 2018 at 12:00 a.m. (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


Questions and answers

If you have any questions before the Annual General Meeting, please send an email.


When and where will Vestas' Annual General Meeting take place?
Vestas' AGM will be held on Tuesday, 3 April 2018 at 1 p.m. (CET) at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark.

When will the convening notice for the AGM be disclosed? 

The convening notice will be disclosed on Wednesday, 28 February 2018.

How do I register my email address to ensure that I get the convening notice for the Annual General Meeting?
Log on to the InvestorPortal where you can register your email address and choose which materials you wish to receive from Vestas in the future.

Will Vestas Wind Systems A/S’ Annual General Meeting on 3 April 2018 be webcast? 

No, there will be no webcast of the Annual General Meeting.


Size of the share capital and shareholders’ voting rights

Size of the share capital
The company’s share capital is nominally DKK 215,496,947 divided into shares of DKK 1 each and/or any multiples thereof. Each share of DKK 1 carries one vote.

  • Number of shares: 215,496,947
  • Number of votes: 215,496,947 
     

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

Vestas - Bert Nordberg

Bert Nordberg

Chairman of the Board of Directors

Bert Nordberg

Born: 23 March 1956
Nationality: Swedish
Resident: Sweden
Position: Director

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 2017. Term of office expires in 2018.

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 as per 29 August 2017: 10,000 shares. The mentioned number of shares includes own and related parties’ total shareholding.

 

Download pdf

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

Vestas - Carsten Bjerg

Carsten Bjerg

Member of the Board of Directors

Carsten Bjerg

Born: 12 November 1959
Nationality: Danish
Resident: Denmark
Position: Director

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 2017. Term of office expires in 2018.

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 as per 31 December 2016: 4,019 shares.

Download pdf

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 PCH Engineering A/S (DK), Ellegaard A/S (DK), and Guldager A/S (DK).

Deputy chairman of the boards of Højgaard Holding A/S (DK) and Rockwool International A/S (DK).

Member of the boards of Agrometer A/S (DK), MT Højgaard A/S (DK), and Nissens A/S (DK).

Vestas - Eija Pitkänen

Eija Pitkänen

Member of the Board of Directors

Born: 23 April 1961
Nationality: Finnish
Resident: Finland
Position: Sustainability, Ethics & Compliance Officer, Risk Officer, Telia (FI).

Position with Vestas Wind Systems A/S

Elected to the Board of Directors in March 2012 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

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

Mrs Pitkänen meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding

Vestas shareholding as per 31 December 2016: 1,250 shares. The mentioned number of shares includes both own and related parties’ total shareholding.

 

Download pdf

Special competencies

Mrs Pitkänen has the following special competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: Extensive international experience in developing and executing global sustainability strategy as part of business in several international companies.

Positions of trust

Member of the board of: Finnish Refugee Council (FI).

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) 2016 -.

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 2017. Term of office expires in 2018.

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 as per 28 November 2017: 10,450. The mentioned number of shares includes both own and related parties’ total shareholding.

 

Download pdf

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
Member of the board of Maj Invest Holding A/S (DK).

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

Henry Sténson

Member of the Board of Directors

Henry Sténson

Born: 10 June 1955
Nationality: Swedish
Resident: Sweden
Position: Executive Vice President of Corporate Communication & Sustainability Affairs, Volvo Group (SE) 2015-.

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 2017. Term of office expires in 2018.

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

Shareholding
Vestas shareholding as per 31 December 2016: 5,000 shares.

 

Download pdf

Special competencies
Mr Sténson has the following competencies which specifically are essential to the work of the Board of Directors of Vestas Wind Systems A/S: More than 20 years’ experience from executive teams in global business and extensive experience from communications with media, capital markets and international public affairs. Furthermore, experience from industrial turnaround processes and crisis management.

Fiduciary positions
Member of the board of Braathens Regional AB (SE).

 

 

Vestas - Lars Josefsson

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 2017. Term of office expires in 2018.

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 as per 31 December 2016: 2,500 shares.

 

Download pdf

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 Driconeq AB (SE), Ouman Oy (FI), and TimeZynk AB (SE).

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

 

Lykke Friis

Member of the Board of Directors

Lykke Friis

Born: 27 October 1969
Nationality: Danish
Resident: Denmark
Position: Prorector for Education, University of Copenhagen (DK) 2012-.

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in March 2014 and re-elected for subsequent tearms, most recently in 2017. Term of office expires in 2018.

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

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

Shareholding
Vestas shareholding as per 31 December 2016: 2,305 shares. The mentioned number of shares includes related parties’ total shareholding.

 

Download pdf

 

Special competencies
Ms Friis has the following competencies which specifically will be essential to the work of the Board of Directors of Vestas Wind Systems A/S: In-depth knowledge of international energy policy and European Union regulation. Furthermore, experience from public affairs and managing research and development.

Fiduciary positions
Member of the boards of European Council of Foreign Relations (UK), Rockwool Foundation, and VELUX A/S (DK).

Member of the European Commission's high level Group on Horizon 2020 (EU).

Positions of trust
Chairman of the Danish Foreign Policy Society (DK). President of the Danish Cancer Society (DK). Member of The Danish-German Chamber of -Commerce (DK).

Torben Ballegaard Sørensen

Member of the Board of Directors

Torben Ballegaard Sørensen

Born: 7 February 1951
Nationality: Danish
Resident: Denmark
Position: Director

Position with Vestas Wind Systems A/S
Elected to the Board of Directors in March 2015 and re-elected for subsequent terms, most recently in 2017. Term of office expires in 2018.

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

Meets the definition of independence as set out by the Danish Corporate Governance Committee.

Shareholding
Vestas shareholding as per 21 November 2017: 500 shares.

 

Download pdf

Special competencies
Mr Sørensen has the following special competencies which specifically is essential to the work of the Board of Directors of Vestas Wind Systems A/S: Experience from Growth and continuous improvement of global and complex industrial organizations. Leadership development. Product- and business innovation and strategic execution. International sales and marketing. Value adding board work, financial controlling and interaction with capital markets.

Fiduciary positions
Chairman of the boards of: AS3 Companies A/S (DK), CAPNOVA A/S (DK), Tajco Group A/S (DK) and Liquid Vanity A/S (DK).

Member of the boards of: Egmont International Holding A/S (DK) and Systematic A/S (DK).

Positions of trust
Chairman of: The Foundation Capnova Invest Zealand (DK).

Member of the board of directors of: The Egmont Foundation (DK) and Centre for Advanced Technology (CAT) Foundation (DK).