Ryanair 2011 Annual Report Download - page 112

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Since certain of the Ordinary Shares are held by brokers or other nominees, the number of direct record
holders in the United States, which is reported above (77), may not be fully indicative of the number of direct
beneficial owners in the United States, or of where the direct beneficial owners of such shares are resident.
In order to increase the percentage of its share capital held by EU nationals, beginning June 26, 2001,
Ryanair Holdings instructed the Depositary to suspend the issuance of new ADRs in exchange for the deposit of
Ordinary Shares until further notice. Therefore, holders of Ordinary Shares cannot currently convert their
Ordinary Shares into ADRs. The Depositary will however convert existing ADRs into Ordinary Shares at the
request of the holders of such ADRs. The Company in 2002 implemented additional measures to restrict the
ability of non-EU nationals to purchase Ordinary Shares. As a result, non-EU nationals are currently effectively
barred from purchasing Ordinary Shares. See “Item 10. Additional Information—Limitations on Share
Ownership by Non-EU Nationals” for additional information.
At the annual general meeting of the shareholders held on September 21, 2006, the Board of Directors
of the Company received shareholder approval for a share buy-back program allowing a maximum repurchase
of approximately 77.2 million Ordinary Shares, representing 5% of the Company’s then outstanding share
capital. Following receipt of this approval, the Company announced, in June 2007, the commencement of a
1300 million share buy-back program. This buy-back program was not completed before the 2007 annual
general meeting. The Directors therefore sought a renewal of the above authority. Permission was received at
the annual general meeting of the shareholders held on September 20, 2007 to repurchase a maximum of 75.6
million Ordinary Shares representing 5% of the Company’s then outstanding share capital. The 1300 million
share buy-back of approximately 59.4 million shares, representing approximately 3.8% of the Company’s pre-
existing share capital, was completed in November 2007. In February 2008 the Company announced a second
share buy-back program of up to 1200 million worth of shares, which was ratified by shareholders at the annual
general meeting of the shareholders held on September 18, 2008. 18.1 million shares were repurchased under
this program at a cost of approximately 146.0 million and, as a result, the total amount spent on the two share
buy-back programs was 1346.0 million. All Ordinary Shares repurchased have been cancelled.
The maximum price at which the Company may repurchase Ordinary Shares, in accordance with the
listing rules of the Irish Stock Exchange and of the Financial Services Authority, is the higher of 5% above the
average market value of the Company’s Ordinary Shares for the five business days prior to the day of the
repurchase and the price stipulated by Article 5(1) of Commission Regulation (EC) of 22 December 2003 (No.
2273/2003) (which is the higher of the last independent trade and the highest current independent bid on the
Irish Stock Exchange). The minimum price at which the Company may repurchase Ordinary Shares is their
nominal value, currently 0.635 euro cent per share.
As of June 30, 2011, the total number of options over Ordinary Shares outstanding under all of the
Company’s share option plans was 20,471,849, representing 1.4% of the Company’s issued share capital at that
date.
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
cent. As of March 31, 2011, a total of 1,489,574,915 Ordinary Shares were outstanding. On February 26, 2007,
Ryanair effected a 2-for-1 share split as a result of which each of its then existing Ordinary Shares, par value
1.27 euro cent, was split into two new Ordinary Shares, par value 0.635 euro cent. 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 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 were
permitted to take place 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 had 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.