Ryanair 2010 Annual Report Download - page 118

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Directors. Subject to certain exceptions, directors may not vote on matters in which they have a
material interest. The ordinary remuneration of the directors is determined from time to time by ordinary
resolutions of the shareholders. Any director who holds any executive office, serves on any committee or
otherwise performs services, which, in the opinion of the directors, are outside the scope of the ordinary duties
of a director, may be paid such extra remuneration as the directors may determine. The directors may exercise
all the powers of the Company to borrow money. These powers may be amended by special resolution of the
shareholders. The directors are not required to retire at any particular age. There is no requirement for directors
to hold shares. One-third of the directors retire and offer themselves for re-election at each annual general
meeting of the Company. The directors to retire by rotation are those who have been longest in office since their
last appointment or reappointment. As between persons who became or were appointed directors on the same
date, those to retire are determined by agreement between them or, otherwise, by lot. All of the shareholders
entitled to attend and vote at the annual general meeting of the Company may vote on the re-election of
directors.
Annual and General Meetings. Annual and extraordinary meetings at which special resolutions are to
be voted upon are called upon 21 days’ advance notice. Extraordinary general meetings at which ordinary
resolutions are to be voted upon may be called upon 14 days’ advance notice subject to compliance with certain
additional requirements of the Shareholders Rights Regulations 2009. All holders of Ordinary Shares are
entitled to attend, speak at and vote at general meetings of the Company, subject to limitations described below
under “—Limitations on the Right to Own Shares.”
Rights, Preferences and Dividends Attaching to Shares. The Company has only one class of shares,
Ordinary Shares with a par value of 0.635 euro cent per share. All such shares rank equally with respect to
payment of dividends and on any winding-up of the Company. Any dividend, interest or other sum payable to a
shareholder that remains unclaimed for one year after having been declared may be invested by the directors for
the benefit of the Company until claimed. If the directors so resolve, any dividend which has remained
unclaimed for 12 years from the date of its declaration shall be forfeited and cease to remain owing by the
Company. The Company is permitted under its Articles to issue redeemable shares on such terms and in such
manner as the Company may, by special resolution, determine. The Ordinary Shares currently in issue are not
redeemable. The liability of shareholders to invest additional capital is limited to the amounts remaining unpaid
on the shares held by them. There are no sinking fund provisions in the Articles of the Company.
Action Necessary to Change the Rights of Shareholders. The rights attaching to shares in the Company
may be varied by special resolutions passed at meetings of the shareholders of the Company.
Limitations on the Rights to Own Shares. The Articles contain detailed provisions enabling the
directors of the Company to limit the number of shares in which non-EU nationals have an interest or the
exercise by non-EU nationals of rights attaching to shares. See “—Limitations on Share Ownership by Non-EU
Nationals” below. Such powers may be exercised by the directors if they are of the view that any license,
consent, permit or privilege of the Company or any of its subsidiaries that enables it to operate an air service
may be refused, withheld, suspended or revoked or have conditions attached to it that inhibit its exercise and the
exercise of the powers referred to above could prevent such an occurrence. The exercise of such powers could
result in non-EU holders of shares being prevented from attending, speaking at or voting at general meetings of
the Company and/or being required to dispose of shares held by them to EU nationals.
Disclosure of Share Ownership. Under Irish law, the Company can require parties to disclose their
interests in shares. The Articles of the Company entitle the directors to require parties to complete declarations
indicating their nationality and the nature and extent of any interest which such parties hold in Ordinary Shares
before allowing such parties to transfer such Ordinary Shares. See, also “—Limitations on Share Ownership by
non-EU nationals” below. Under Irish law, if a party acquires or disposes of Ordinary Shares so as to bring his
interest above or below 5% of the total issued share capital of the Company, he must notify the Company of
that. The Irish Stock Exchange must also be notified of any acquisition or disposal of shares that brings the
shareholding of a party above or below certain specified percentages – i.e., 10%, 25%, 50% and 70%.