2024-11-27
http://w3.windfair.us/wind-energy/news/5925-vestas-wind-systems-a-s-notice-to-convene-annual-general-meeting

News Release from Vestas

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Vestas Wind Systems A/S - Notice to convene annual general meeting

To the shareholders of Vestas Wind Systems A/S

Pursuant to article 4 of the Articles of Association, you are hereby convened for the Annual General Meeting of Vestas Wind Systems A/S on Thursday, 26 March 2009 at 2:00 p.m. (CET) at the Concert Hall (Musikhuset) Aarhus, Thomas Jensens Allé, 8000 Aarhus C, Denmark. The agenda includes the following items:

1. Report from the Board of Directors on the company's activities during the past year.

2. Presentation of the annual report and resolution to adopt the annual report.

3. Resolution on the distribution of profit or covering of loss according to the approved annual report. The Board of Directors proposes that no dividend be paid out for 2008.

4. Election of members of the Board of Directors. All board members elected by the Annual General Meeting are up for election and the Board of Directors proposes re-election of the following current board members elected by the Annual General Meeting: Bent Erik Carlsen, Torsten Erik Rasmussen, Freddy Frandsen, Jørgen Huno Rasmussen, Jørn Ankær Thomsen and Kurt Anker Nielsen. The Board of Directors proposes that the number of board members is increased by one member. Arne Pedersen has decided not to seek re-election. The Board of Directors proposes that Håkan Eriksson and Ola Rollén are elected to the Board of Directors.

5. Appointment of auditors. The Board of Directors proposes reappointment of PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab and KPMG Statsautoriseret Revisionspartnerselskab.

6. Proposals, if any, from the Board of Directors or the shareholders, including proposals for authorisation of the company to acquire treasury shares.

6.1. Proposal by the Board of Directors that overall guidelines for incentive pay be approved.

It is proposed that the Annual General Meeting approves the overall guidelines for incentive pay for the members of the Executive Management of Vestas Wind Systems A/S laid down by the Board of Directors. The attached guidelines are also accessible at the company's website vestas.com/investor. If the guidelines are approved by the Annual General Meeting, the following new article 13 will
be included in the company's Articles of Association.

“Article 13 Guidelines for incentive pay
The Company has adopted guidelines for incentive pay for the members of the Executive Management pursuant to section 69b of the Danish Public Companies Act. The guidelines have been approved by the General Meeting and are accessible on the Company's website.”

6.2. The Board of Directors requests the authorisation of the Annual General
Meeting for the company to acquire treasury shares in the period up until the next Annual General Meeting, up to a total nominal value of 10 per cent of the value of the company's share capital at the time in question, cf. article 48 of the Danish Public Companies Act. The payment for the shares must not deviate more than 10 per cent from the closing price quoted at the NASDAQ OMX Copenhagen at the time of acquisition.

7. Any other business.

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Agenda and complete proposals

The agenda, the annual report for 2008 and the complete proposals to be considered by the Annual General Meeting will be available for review by the shareholders at the company's registered office in Randers (Denmark) from 16 March 2009 to 26 March 2009. Furthermore, the documents, inclusive of
information about fiduciaries and backgrounds of the individual candidates for the Board will be available at vestas.com/investor.

Admission card

Pursuant to article 6 of the Articles of Association, shareholders who wish to attend the Annual General Meeting shall order an admission card from VP Investor Services, Helgeshøj Allé 61, P.O. Box 20, 2630 Taastrup, Denmark, fax: +45 4358 8867) or via vestas.com/investor no later than 23 March 2009 at 4:00 p.m. (CET).

Non-registered shareholders who wish to attend the Annual General Meeting shall provide evidence of their title by presenting a document of title issued by the relevant shareholder's bank ("the account-holding bank"). The document of title must be issued no more than 14 days before the shareholder's request for an admission card.

Voting right

The company's share capital amounts to DKK 185,204,103 and is divided into shares in the denomination of DKK 1 and/or multiples thereof. Each share amount of DKK 1 shall entitle the shareholder to one vote. Shareholders who are entitled to attend the Annual General Meeting, and who have had their shares registered in the register of shareholders, or have reported and submitted
proof of their acquisition, shall be entitled to vote. Shareholders, who have acquired shares by transfer, cannot exercise the voting rights attached to the shares in question, without such shares having been registered in the register of shareholders, or the shareholder has reported and submitted proof of the shareholder's acquisition prior to this notice, cf. article 6 of the Articles
of Association. A form for submitting votes by proxy may be obtained from VP Investor Services or via vestas.com/investor. The completed and signed proxy must be received by VP Investor Services no later than 23 March 2009 at 4:00 p.m. (CET).

Refreshments will be served after the Annual General Meeting. The event will be ending at approx 5 p.m. (CET).


Randers, 3 March 2009

Vestas Wind Systems A/S
On behalf of the Board of Directors
Source:
Vestas Wind Systems A/S
Link:
www.vestas.com/...



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