Company Announcement: 17:08 CEST • 08 Apr 2025

Share-based incentive programme 2025

Vestas Wind Systems A/S, Aarhus, 8 April 2025
Company Announcement no. 14/2025

The Board of Directors of Vestas Wind Systems A/S has decided to continue the long-term share incentive programme for all participants, including all members of Executive Management, and launch a new programme for 2025.

As part of an overall review of the reward philosophy, the design of the long-term share incentive programme has been updated. Based on input and feedback from shareholders and proxy advisors, from 2025 and onwards, the programme will be a three-year programme where targets are set at the start and performance against these are assessed at the end of the third year, replacing the previous approach of annual targets. The existing key performance indicators of “Earnings per Share” and “Return on Capital Employed” will continue while “Market Share” will be replaced by “Greenhouse Gas emissions avoided” All other terms and conditions of the 2025 are the same as those for the 2024 performance share programme and in alignment with Vestas’ Remuneration Policy approved by the Annual General Meeting on 9 April 2024.

Details about the long-term incentive programme:

Participants	All members of Executive Management and other specified senior management level positions.The 2025 programme has approximately 295 participants.
Number of shares	The number of shares to be allocated is based on a defined target level for each position level. No payments for any vesting are made by the participants. If all KPIs are reached on target level, a total of approximately 2.5m shares will vest from the programme with a total value based on the current share price amounting to EUR 29m (value at close of Nasdaq Copenhagen on 07 April 2025). 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 year 2027. The maximum allocation of shares under the programme in total is approximately 3.75m shares. The number of shares allocated to the registered members of the Executive Management (the CEO and CFO), will follow the guidelines as described in Vestas’ Remuneration Policy. For 2025, the CEO will be allotted a target allocation of 245,000 shares and the CFO will be allotted a target allocation of 78,000 shares for target achievement. The 2025 target number of shares corresponds to approx. 156 percent of the annual base salary for the CEO and 103 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 vesting	The restricted performance shares (dependant on performance) will vest in 2028.
Key Performance Indicators	The KPIs are based on financial and non-financial targets: Earnings per share (60 percent weight), Return on Capital Employed (30 percent weight), and Greenhouse Gas emissions avoided (10 percent weight). All KPIs and targets are defined by the Board of Directors. 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 performance period.
Additional allocations	For the purpose of attraction and retention, additional 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 allocated in extraordinary cases, serving as an alternative to cash at sign-on or as retention. The additional allocations are not adjusted for performance and can be allocated to selected participants on top of their standard allocation. 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 allocated such additional non-performance-based shares, approval from the Nomination & Compensation Committee will be required, and any allocation 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 programme	The number of shares available for vesting may be adjusted in 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