Ryanair 2010 Annual Report Download - page 117

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Item 10. Additional Information
DESCRIPTION OF CAPITAL STOCK
Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.635 euro
cent. As of March 31, 2010, a total of 1,478,935,935 Ordinary Shares were outstanding. On February 26, 2007,
Ryanair effected a 2-for-1 share split as a result of which each of its then existing Ordinary Shares, par value
1.27 euro cent, was split into two new Ordinary Shares, par value 0.635 euro cent. Each Ordinary Share entitles
the holder thereof to one vote in respect of any matter voted upon by Ryanair Holdings’ shareholders.
OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
Ryanair Holdings’ shareholders approved a stock option plan (referred to herein as “Option Plan
2000”), under which all employees and directors are eligible to receive options. Grants of options were
permitted to take place at the close of any of the ten years beginning with fiscal year 2000 only if the
Company’s net profit after tax for such fiscal year had exceeded its net profit after tax for the prior fiscal year by
at least 25%, or if an increase of 1% in net profit after tax for the relevant year would have resulted in such
requirement being met.
Ryanair Holdings’ shareholders have also approved a stock option plan (referred to herein as “Option
Plan 2003”) established in accordance with a tax-favorable share option scheme available under Irish law, so
that employees will not be subject to income tax on the exercise of options (subject to certain conditions).
Option Plan 2003 was approved by the Revenue Commissioners on July 4, 2003 for the purposes of Chapter 4,
Part 17, of the Irish Taxes Consolidation Act, 1997 and Schedule 12C of that act. All employees and full-time
directors are eligible to participate in the plan, under which grants of options may be made at the close of any of
the ten years beginning with fiscal year 2002 only if the Company’s net profit after tax for such fiscal year has
exceeded its net profit after tax for the prior fiscal year by at least 25%, or if an increase of 1% in net profit after
tax for the relevant year would have resulted in such requirement being met.
Under Option Plan 2000, 20 senior managers (including seven of the current executive officers) were
granted 10,500,000 share options, in the aggregate, at a strike price of 13.21 in July 2005. Some or all of these
options will become exercisable between August 1, 2010 and August 31, 2013, subject to certain targets being
achieved and other conditions being complied with. Also, under Option Plan 2000, each of the non-executive
directors were granted 25,000 share options, at a strike price of 14.96, during the 2008 fiscal year. These options
will become exercisable between June 2012 and June 2014. In addition, 39 senior managers (including eight of
the current executive officers) were granted 10,000,000 share options, in the aggregate, under Option Plan 2000,
at a strike price of 12.56, on September 18, 2008. These options will become exercisable between September 18,
2013 and September 17, 2015, but only for managers who continue to be employed by the Company through
September 18, 2013.
Under Option Plan 2003, 47 senior managers (including seven of the current executive officers) were
granted 5,550,000 share options at a strike price of 12.35 on November 3, 2004. These options have either
become exercisable or will become exercisable by June 2011, but only for managers who continued to be
employed by the Company through June 2009.
The aggregate of 30,931,665 Ordinary Shares that would be issuable upon exercise in full of the
options that were outstanding as of June 30, 2010 under Company’s option plan represent approximately 2.1%
of the issued share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate
of 15,925,305 Ordinary Shares were held by the directors and executive officers of Ryanair Holdings. For
further information, see notes 15 and 19 to the consolidated financial statements included herein.
ARTICLES OF ASSOCIATION
The following is a summary of certain provisions of the Articles of Association of Ryanair Holdings.
This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Articles, which are included as an exhibit to this annual report.
Objects. Ryanair Holdings’ objects, which are detailed in its Articles, are broad and include carrying on
business as an investment and holding company. Ryanair Holdings’ Irish company registration number is
249885.