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Meinst du Punkt 7 der HV? 7. Proposals from the Board of Directors and the shareholders, including
proposal for authorisation of the Company to acquire treasury
shares.
Proposals from the Board of Directors:
7.1 The Board of Directors proposes adoption of the remuneration
policy:
The Board of Directors proposes that the General Meeting
adopts the remuneration policy for Vestas Wind Systems
A/S’ Board of Directors and Executive Management
approved
by the Board of Directors. The proposal for the
remuneration policy is available on pages 14-15 and on
vestas.com/investor.
7.2 The Board of Directors proposes the following amendment
to the article of associations:
The existing authorisation to the Board of Directors in
Article 3(1) to increase the Company's share capital is renewed
to apply until 1 May 2015, still allowing an increase
of the share capital by a total nominal amount of DKK
20,370,410.
The authorisations in Article 3(2) to issue employee shares
and Article 3(3) to issue warrants have expired and are proposed
deleted.
In connection herewith, the following wording for Article 3 is
proposed:
Article 3(1):
"The share capital can be increased at the Board of Directors’
discretion in respect of time and terms in one or more
issues of new shares up to an amount of DKK 20,370,410
nominal value (20,370,410 shares).
The authorisation shall remain in force until 1 May 2015,
and it may be extended by the General Meeting for one or
more periods of up to five years each.
An increase of the share capital may be executed by cash
payment as well as in other ways. The increase may be
effected
without pre-emptive rights to the Company’s existing
shareholders, provided that the shares are offered for
subscription at market price, or as consideration for the
Company’s takeover of an existing undertaking or certain
assets at a value corresponding to the value of the shares
issued. In all cases other than those set out in the previous
sentence, the Company’s existing shareholders shall be entitled
to subscribe for the new shares on a pro rata basis in
proportion to their shareholding."
Article 3(2):
"In the event of capital increases pursuant to Article 3(1),
the new shares shall be registered in the name of the shareholder
and recorded in the Company’s register of shareholders.
The shares are negotiable instruments and in every
respect carry the same rights as existing shares, including
redemption rights and restrictions on transferability of the
shares. The new shares shall carry a right to dividend from
such date as may be determined by the Board of Directors,
however, not later than from the first financial year following
the capital increase Any other terms and conditions governing the capital increases
effected in accordance with the authorisation laid
down in Article 3(1) shall be determined by the Board of
Directors.”
7.3 The Board of Directors requests the following authorisation:
The Board of Directors requests that the General Meeting
approves an authorisation to the Company to purchase
treasury shares in the period until the next Annual General
Meeting as the Company’s total holding of Vestas shares
after the purchase must not exceed 10 per cent of the share
capital. The consideration for such shares must not deviate
by more than 10 per cent from the closing price quoted by
NASDAQ OMX Copenhagen at the time of purchase. Proposal from the shareholder Delta of Science ApS:
7.4 The General Meeting decides that Vestas will not use the
test centre in Østerild designated by the Danish Government.
Vestas has already signed an agreement with the Danish
Government for the purchase of two test sites at the test
centre "Østerild Klitplantage" designated by the Danish
Government. Therefore, the Board of Directors cannot support
the proposal.
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