Ryanair 2010 Annual Report Download - page 23

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The Board is kept informed of the views of shareholders through the executive director’s and executive
management’s attendance at investor presentations and results presentations. Furthermore, relevant feedback
from such meetings and investor relations analyst reports are provided to the entire Board on a regular basis.
In addition, the Board determines, on a case by case basis, specific issues where it would be appropriate for
the Chairman and/or Senior Independent Director to communicate directly with shareholders or to indicate
that they are available to communicate if shareholders so wish. If any of the non-executive directors wishes to
attend meetings with major shareholders, arrangements are made accordingly.
General Meetings
All shareholders are given adequate notice of the AGM at which the Chairman reviews the results and
comments on current business activity. Financial, operational and other information on the Company is
provided on our website at www.ryanair.com.
Ryanair will continue to propose a separate resolution at the AGM on each substantially separate issue,
including a separate resolution relating to the Directors’ Report and Accounts. In order to comply with the
Combined Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except
in the event of a poll being called. The Board Chairman and the Chairmen of the Audit and Remuneration
Committees are available to answer questions from all shareholders.
The Chief Executive makes a presentation at the Annual General Meeting on the Group’s business and
its performance during the prior year and answers questions from shareholders. The AGM affords
shareholders the opportunity to question the Chairman and the Board.
All holders of Ordinary Shares are entitled to attend, speak and vote at general meetings of the
Company, subject to limitations described under note “Limitations on the Right to Own Shares” on page 116.
In accordance with Irish company law, the Company specifies record dates for general meetings, by which
date shareholders must be registered in the Register of Members of the Company to be entitled to attend.
Record dates are specified in the notes to the Notice convening the meeting.
Shareholders may exercise their right to vote by appointing a proxy/proxies, by electronic means or in
writing, to vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in
the notes to the Notice convening the Meeting.
A shareholder or group of shareholders, holding at least 5% of the issued share capital has the right to
requisition a general meeting. A shareholder, or a group of shareholders, holding at least 3% of the issued
share capital of the Company, has the right to put an item on the agenda of an AGM or to table a draft
resolution for an item on the agenda of the general meeting provided that such item is accompanied by reasons
justifying its inclusion or the full text of any draft resolution proposed to be adopted at the general meeting. A
request by a member to put an item on the agenda or to table a draft resolution shall be received by the
company in hardcopy form or in electronic form at least 42 days before the AGM to which it relates.
Notice of the Annual General Meeting and the Form of Proxy are sent to shareholders at least twenty-
one working days before the meeting. The Company’s Annual Report is available on the Company’s website,
www.ryanair.com. The 2010 Annual General Meeting will be held at 10am on September 22, 2010 in the
Radisson Hotel, Dublin Airport, Co Dublin, Ireland.
All general meetings other than the Annual General Meeting are called Extraordinary General Meetings
(EGMs). An EGM must be called by giving at least twenty-one clear days’ notice. Except in relation to an
adjourned meeting, three members, present in person or by proxy, entitled to vote upon the business to be
transacted, shall be a quorum. The passing of resolutions at a general meeting, other than special resolution,
requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the votes
cast. Votes may be given in person by a show of hands, or by proxy.
At the Meeting, after each resolution has been dealt with, details are given of the level of proxy votes
cast on each resolution and the numbers for, against and withheld. This information is made available on the
Company’s website following the meeting.