Ryanair 2009 Annual Report Download - page 112

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Ryanair Holdings maintains a separate register (the “Separate Register”) of shares in which non-EU
nationals, whether individuals, bodies corporate or other entities, have an interest (such shares are referred to as
“Affected Shares” in the Articles). Interest in this context is widely defined and includes any interest held
through ADRs in the shares underlying the relevant ADRs. The directors can require relevant parties to provide
them with information to enable a determination to be made by the directors as to whether shares are, or are to
be treated as, Affected Shares. If such information is not available or forthcoming or is unsatisfactory then the
directors can, at their discretion, determine that shares are to be treated as Affected Shares. Registered holders of
shares are also obliged to notify the Company if they are aware that any share which they hold ought to be
treated as an Affected Share for this purpose. With regard to ADRs, the directors can treat all of the relevant
underlying shares as Affected Shares unless satisfactory evidence as to why they should not be so treated is
forthcoming.
In the event that, inter alia, (i) the refusal, withholding, suspension or revocation of any License or the
imposition of any condition which materially inhibits the exercise of any License (an “Intervening Act”) has
taken place, (ii) the Company receives a notice or direction from any governmental body or any other body
which regulates the provision of air transport services to the effect that an Intervening Act is imminent,
threatened or intended or (iii) an Intervening Act may occur as a consequence of the level of non-EU ownership
of shares or an Intervening Act is imminent, threatened or intended because of the manner of share ownership or
control of Ryanair Holdings generally, the directors can take action pursuant to the Articles to deal with the
situation. They can, inter alia, (i) remove any directors or change the chairman of the board of directors, (ii)
identify those shares, ADRs or Affected Shares which give rise to the need to take action and treat such shares,
ADRs, or Affected Shares as Restricted Shares (see below) or (iii) set a “Permitted Maximum” on the number of
Affected Shares which may subsist at any time (which may not, save in the circumstances referred to below, be
lower than 40% of the total number of issued shares) and treat any Affected Shares (or ADRs representing such
Affected Shares) in excess of this Permitted Maximum as Restricted Shares (see below).
In addition to the above, if as a consequence of a change of law or a direction, notice or requirement of
any state, authority or person it is necessary to reduce the total number of Affected Shares below 40% or reduce
the number of Affected Shares held by any particular stockholder or stockholders in order to overcome, prevent
or avoid an Intervening Act, the directors may resolve to (i) set the Permitted Maximum at such level below
40% as they consider necessary in order to overcome, prevent or avoid such Intervening Act, or (ii) treat such
number of Affected Shares (or ADRs representing Affected Shares) held by any particular stockholder or
stockholders as they consider necessary (which could include all of such Affected Shares or ADRs) as
Restricted Shares (see below). The directors may serve a Restricted Share Notice in respect of any Affected
Share, or any ADR representing any ADS, which is to be treated as a Restricted Share. Such notices can have
the effect of depriving the recipients of the rights to attend, vote at and speak at general meetings, which they
would otherwise have as a consequence of holding such shares or ADRs. Such notices can also require the
recipients to dispose of the shares or ADRs concerned to an EU national (so that the relevant shares (or shares
underlying the relevant ADRs) will then cease to be Affected Shares) within 21 days or such longer period as
the directors may determine. The directors are also given the power to transfer such shares, themselves, in cases
of non-compliance with the Restricted Share Notice.
To enable the directors to identify Affected Shares, transferees of Ordinary Shares are generally
required to provide a declaration as to the nationality of persons having interests in those shares. Stockholders
are also obliged to notify Ryanair Holdings if they are aware that any shares, which they hold, ought to be
treated as an Affected Shares for this purpose. Purchasers or transferees of ADRs need not complete a
nationality declaration because the directors expect to treat all of the Ordinary Shares held by the Depositary as
Affected Shares. ADS holders must open ADR accounts directly with the Depositary if they wish to provide to
Ryanair Holdings nationality declarations or such other evidence as the directors may require in order to
establish to the directors’ satisfaction that the Ordinary Shares underlying such holder’s ADRs are not Affected
Shares.