Company Announcement:

Share based incentive programme 2013

At the annual general meeting held on 21 March 2013, the revised remuneration policy and general guidelines for incentive pay for the Board of Directors and the Executive Management of Vestas Wind Systems A/S were adopted. The new share based incentive programme will be based on restricted performance shares instead of share options which were used in previous programmes.

The Board of Directors has set out the terms and conditions governing the restricted performance share programme for the year 2013 for all participants including the Executive Management.
The programme includes the Executive Management, Group Senior Vice Presidents, Senior Vice Presidents, Vice Presidents, Chief Specialists and Chief Project Managers in all business units in the Vestas Group of companies as well as Vestas Wind Systems A/S. The programme for 2013 includes 230 participants.
The number of shares to be granted to each participant for 2013 is based on a target level for each corporate level. The grant will take place in 2016 and 2018. As a prerequisite for any grant of restricted performance shares, the minimum requirements set forth in Vestas’ global bonus programme for 2013 must be reached by Vestas for the performance year 2013.
The actual number of restricted performance shares available for distribution may range between 50 per cent and 150 per cent of the target level and is determined by Vestas’ performance in the financial year 2013 as defined in Vestas’ global bonus programme. For 2013, the minimum requirements for grant are an EBIT margin before special items of 3.7 per cent and a free cash flow of EUR 220m. If these minimum requirements are met, a total of 225,000 shares will be granted from the programme.

Beside the KPI’s for Vestas’ performance on EBIT and free cash flow, specific KPIs are defined for each business area: Sales, Manufacturing & Global Sourcing and Technology & Service Solutions. If all KPI’s are reached on target level, a total of 450,000 shares will be granted from the programme with the total present value calculated based on the current share value amounting to DKK 21m (value at close of Nasdaq OMX Copenhagen on 21 March 2013). The maximum grant of shares is 675,000 shares. For 2013, the Executive Management will be granted a total of 75,000 shares if the minimum requirements are met.
The actual level of restricted performance shares available for distribution will be communicated to each participant in 2014 after the disclosure of Vestas’ annual report for 2013. The number of shares available for distribution may be adjusted in the event of changes in the company’s capital structure.
Provided that the minimum requirements are met, the restricted performance shares are to be granted in two equal portions in 2016 and 2018 – conditional upon the continued employment of the participant at the time of grant as set out in the specific terms and conditions of the programme and subject to mandatory law.
Contact details
Vestas Wind Systems A/S, Denmark
Lars Villadsen, Senior Vice President, Investor Relations
Tel.: +45 9730 0000