Ryanair 2009 Annual Report Download - page 109

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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
cents. As of March 31, 2009, a total of 1,473,356,159 Ordinary Shares were outstanding. On February 26, 2007,
Ryanair effected a 2-for-1 share split by which each of its then existing Ordinary Shares, par value 1.27 Euro
cents, was split into two new Ordinary Shares, par value 0.635 Euro cents. 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 have 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 may be 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 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 criterion 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 taxed 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 criterion being met.
Under Option Plan 2000, each of the non-executive directors were granted 25,000 share options, at a
strike price of €4.96, 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 €2.56, 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 €2.35 on November 3, 2004. These options will become
exercisable between June 2009 and June 2011, but only for managers who continued to be employed by the
Company through June 2009.
The aggregate of 41,725,445 Ordinary Shares that would be issuable upon exercise in full of the
options that were outstanding as of March 31, 2009 under Company’s option plan represent approximately 2.8%
of the issued share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate
of 19,761,958 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