Vestas Wind Systems A/S, Aarhus, 9 April 2024
Company Announcement no. 06/2024

The Board of Directors of Vestas Wind Systems A/S has decided to continue the share-based incentive programme for all participants, including all members of Executive Management, and launch a new programme for 2024. The 2024 programme will be based on the terms and conditions governing the restricted performance share programme for the year 2023 and in alignment with Vestas' Remuneration Policy approved by the Annual General Meeting on 8 April 2021.

As previously, the programme is based on restricted performance shares and the performance will be measured over a period of three years, based on financial key performance indicators, as well as commercial targets defined by the Board of Directors.

Details about the long-term incentive programme:

Participants All members of Executive Management as well as other specified
senior management level positions.The programme for 2024
includes approx. 295 participants.
Number of The total number of shares available for allocation under the
shares share-based incentive programme amounts to a maximum of 1.9m
shares based on full performance achievement.

The number of shares to be allocated is based on a defined
target level for each position. No payments for any vesting
are made by the participants. If all KPIs are reached on
target level, a total of approximately 1.3m shares will be
vesting from the programme with a total value based on the
current share price amounting to EUR 32m (value at close of
Nasdaq Copenhagen on 8 April 2024). 

The actual number of restricted performance shares available
for distribution may range between 0 and 150 percent of the
target level and is determined by Vestas' performance in the
financial years 2024, 2025, and 2026. The maximum grant of
shares under the programme in total is approximately 1.9m
shares. 

The number of shares allotted to the registered members of the
Executive Management (the CEO and CFO), will follow the
guidelines as described in Vestas' Remuneration Policy. For
2024, the CEO will be allotted a target allocation of 120,000
shares and the CFO will be allotted a target allocation of
40,000 shares for target achievement. The 2024 target number
of shares corresponds to approx. 166 percent of the annual
base salary for the CEO and 144 percent of the   annual base
salary for the CFO. The value of the actual number of shares
vesting for the CEO and CFO will be capped at a maximum of 300
percent of the annual base salary at time of vesting.
Time of The restricted performance shares will be vesting in 2027.
vesting
Key The KPIs are based on financial targets, including Earnings
Performance per share (60 percent weight), Return on Capital Employed (30
Indicators percent weight), Vestas' market share (10 percent weight), as
well as commercial targets for a few relevant participants.
All KPIs and targets are defined by the Board of Directors.
The KPIs are expected to remain the same throughout all three
performance years. However, the Board of Directors will
annually evaluate the selected KPIs and may redefine or adjust
these for any individual performance year. 

Each KPI pays out individually. If the KPI is not reached at
the minimum threshold, the KPI will not result in any pay-out
for the given financial year.
Additional With the purpose of attraction and retention, additional
allotments shares, corresponding to a smaller portion (as determined by
the Board of Directors) of the total number of shares
available under the programme, can be allotted in
extraordinary cases, serving as an alternative to cash at sign
-on or as retention.

The additional allotments are not adjusted for performance and
can be allotted to selected participants on top of their
standard allotment. These restricted shares will follow the
vesting period and all other terms and conditions for the
performance share incentives. The selected individuals and the
number of shares will be approved by Executive Management and
reported to the Nomination & Compensation Committee. For
members of Executive Management to be allotted such additional
non-performance-based shares, approval from the Nomination &
Compensation Committee will be required, and any allotment to
the CEO and CFO will be reported as part of the remuneration
report presented at the Annual General Meeting.
Conditions The restricted performance shares are governed by the specific
terms and conditions of the programme and subject to mandatory
law. Further, the programme is subject to certain good and bad
leaver provisions.
Adjustments to The number of shares available for vesting may be adjusted in
the programme the event of changes in Vestas' capital structure. In
addition, calculation of the key performance indicators may be
adjusted for certain non-operational events. Further, in the
event of a change of control, merger, winding-up or demerger
of Vestas, an accelerated vesting may extraordinarily take
place. In the event of certain transfers of activities or
changes in ownership interests within the Vestas Group,
adjustment, replacement of the programme and/or settlement in
cash of the programme entirely or partly may also take place.

Contact details
Vestas Wind Systems A/S, Denmark

Daniel Patterson, Vice President
Investor Relations
Tel: +45 2669 2725

Frederik Holm Jacobsen
Senior Specialist, Investor Relations
Tel: + 45 2835 3365