Ryanair 2011 Annual Report Download - page 113

111
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 would 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. Following the publication of
the Irish National Recovery Plan: 2011-2014 (the “NRP”) on November 24, 2010, Revenue approved share
option plans, such as Option Plan 2003, no longer qualified for favorable tax treatment from that date. 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. These options have
either become exercisable or 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, which became
exercisable in June 2009, had to be fully exercised by June 30, 2011.
The aggregate of 20,471,849 Ordinary Shares that would be issuable upon exercise in full of the
options that were outstanding as of June 30, 2011 under Company’s option plan represent approximately 1.4%
of the issued share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate
of 13,925,000 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.
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 are called upon 21 days’ advance
notice. At the last AGM, held on September 22, 2010, the Company’s Articles of Association were amended by