Aer Lingus 2011 Annual Report Download - page 109

Annual Report 2011 107
Notes to the consolidated financial statements (continued)
FINANCIAL STATEMENTS Aer Lingus Group Plc
In May 2009 5,690,969 shares were issued in respect of the Group’s Long Term Incentive Plan (LTIP), for the vesting period ending 31
December 2011. In September 2009 the Company acquired 5,605,347 shares from ALG Trustee Limited, the trustee of the Group’s LTIP,
and subsequently cancelled the acquired shares.
The total number of ordinary shares of ¤0.05 each in issue at 31 December 2011 was 534,040,090 (31 December 2010: 534,040,090) of
which 3,946,658 (31 December 2010: 4,446,658) were treasury shares.
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Sh ha ar re e c ca ap pi it ta al l
The authorised share capital of the Group comprises ordinary shares.
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Re es st tr ri ic ct ti io on n o on n t tr ra an ns sf fe er r o of f s sh ha ar re es s
The directors, in their absolute discretion and without assigning any reason therefore, many decline to register any transfer of a share
which is not fully paid or any transfer to or by a minor or person of unsound mind but this shall not apply to a transfer of such a share
resulting from a sale of the share through a stock exchange on which the share is listed.
The Directors may also refuse to register any instrument of transfer (whether or not it is in respect of a fully paid share), unless it is: a)
lodged at the Registered Office or at such other place as the Directors may appoint; b) accompanied by the certificate for the shares to
which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
c) in respect of only one class of shares; and d) in favour of not more than 4 transferees.
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Sh ha ar re e r ri ig gh ht ts s
Subject to the Articles of Association of Aer Lingus Group plc, the holders of ordinary shares are entitled to share in any dividends in
proportion to the number of shares held by them and are entitled to one vote for every share held by them at a general meeting. On a
return of capital (whether on repayment of capital, liquidation or otherwise) the assets and/or capital legally available to be distributed
shall be distributed amongst the holders of ordinary shares, in proportion to the numbers of ordinary shares held by them, of the nominal
value of their ordinary shares.
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Re es st tr ri ic ct ti io on n o of f r ri ig gh ht ts s
If the directors determine that a “Specified Event” as defined in the Articles of Association of Aer Lingus Group plc has occurred in
relation to any share or shares, the directors may serve a notice to such effect on the holder or holders thereof. Upon the expiry of 14
days from the service of any such notice, for so long as such notice shall remain in force no holder or holders of the share or shares in
such notice shall, in relation to such specified shares, be entitled to attend, speak or vote either personally, by representative or by proxy
at any general meeting of the Group or at any separate general meeting of the class of shares concerned or to exercise any other right
conferred by membership in relation to any such meeting.
The directors shall, where the shares specified in such notice represent not less than 0.25 per cent of the class of shares concerned, be
entitled: to withhold payment of any dividend or other amount payable (including shares issuable in lieu of dividend) in respect of the
shares specified in such notice; and/or to refuse to register any transfer of the shares specified in such notice or any renunciation of any
allotment of new shares made in respect thereof unless such transfer or renunciation is shown to the satisfaction of the directors to be a
bone fide transfer or renunciation to another beneficial owner unconnected with the holder or holders or any person appearing to have
an interest in respect of which a notice has been served.
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Sh ha ar re e O Ow wn ne er rs sh hi ip p R Re es st tr ri ic ct ti io on ns s t to o p pr ro ot te ec ct t A Ai ir r C Ca ar rr ri ie er r R Ri ig gh ht ts s
Since the Company’s entitlement to obtain or to continue to hold or enjoy the benefit of the licences, permits, consents or privileges that
enable the Company to carry on business as an air carrier in Ireland and/or internationally (‘‘the Company’s air carrier rights’’), can be
adversely affected if too many of the Ordinary Shares are held by persons who are not regarded as EU nationals (“Non-Qualifying
Nationals”), the Directors are given certain powers under the Articles of Association to take action to ensure that shareholdings of Non-
Qualifying Nationals in the Company’s share capital are not of such a size or type which could jeopardise the Company’s air carrier rights.
The Directors have the power to designate a maximum percentage of the Company’s share capital (a ‘‘Permitted Maximum’’) which may
be held by Non-Qualifying Nationals and have determined that this will initially be in excess of 45% but less than 50%. This percentage
may be varied by the Directors from time to time.