Ryanair 2011 Annual Report Download - page 114

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special resolution to reflect the implementation of the Shareholders’ Rights (Directive 2007/36/EC) Regulations
2009 to allow all Ryanair shareholders to appoint proxies electronically to attend, speak, ask questions and vote
on behalf of them at AGMs and to reflect certain other provisions of those Regulations. All holders of Ordinary
Shares are entitled to attend, speak at and vote at general meetings of the Company, subject to limitations
described below under “—Limitations on the Right to Own Shares.”
Rights, Preferences and Dividends Attaching to Shares. The Company has only one class of shares,
Ordinary Shares with a par value of 0.635 euro cent per share. All such shares rank equally with respect to
payment of dividends and on any winding-up of the Company. Any dividend, interest or other sum payable to a
shareholder that remains unclaimed for one year after having been declared may be invested by the directors for
the benefit of the Company until claimed. If the directors so resolve, any dividend which has remained
unclaimed for 12 years from the date of its declaration shall be forfeited and cease to remain owing by the
Company. The Company is permitted under its Articles to issue redeemable shares on such terms and in such
manner as the Company may, by special resolution, determine. The Ordinary Shares currently in issue are not
redeemable. The liability of shareholders to invest additional capital is limited to the amounts remaining unpaid
on the shares held by them. There are no sinking fund provisions in the Articles of the Company.
Action Necessary to Change the Rights of Shareholders. The rights attaching to shares in the Company
may be varied by special resolutions passed at meetings of the shareholders of the Company.
Limitations on the Rights to Own Shares. The Articles contain detailed provisions enabling the
directors of the Company to limit the number of shares in which non-EU nationals have an interest or the
exercise by non-EU nationals of rights attaching to shares. See “—Limitations on Share Ownership by Non-EU
Nationals” below. Such powers may be exercised by the directors if they are of the view that any license,
consent, permit or privilege of the Company or any of its subsidiaries that enables it to operate an air service
may be refused, withheld, suspended or revoked or have conditions attached to it that inhibit its exercise and the
exercise of the powers referred to above could prevent such an occurrence. The exercise of such powers could
result in non-EU holders of shares being prevented from attending, speaking at or voting at general meetings of
the Company and/or being required to dispose of shares held by them to EU nationals.
Disclosure of Share Ownership. Under Irish law, the Company can require parties to disclose their
interests in shares. The Articles of the Company entitle the directors to require parties to complete declarations
indicating their nationality and the nature and extent of any interest which such parties hold in Ordinary Shares
before allowing such parties to transfer such Ordinary Shares. See, also “—Limitations on Share Ownership by
non-EU nationals” below. Under Irish law, if a party acquires or disposes of Ordinary Shares so as to bring his
interest above or below 5% of the total issued share capital of the Company, he must notify the Company of
that. The Irish Stock Exchange must also be notified of any acquisition or disposal of shares that brings the
shareholding of a party above or below certain specified percentages – i.e., 10%, 25%, 50% and 70%.
Other Provisions of the Articles of Association. There are no provisions in the Articles:
(i) delaying or prohibiting a change in the control of the Company, but which operate only with
respect to a merger, acquisition or corporate restructuring;
(ii) discriminating against any existing or prospective holder of shares as a result of such
shareholder owning a substantial number of shares; or
(iii) governing changes in capital,
in each case, where such provisions are more stringent than those required by law.
MATERIAL CONTRACTS
In February 2005, the Company and Boeing entered into a series of agreements for the purchase by the
Company of new Boeing 737-800 aircraft for delivery during the period from April 2008 through March 2013,
as well as for options to purchase additional aircraft. See “Item 4. Information on the Company—Aircraft” and
“Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” for a detailed
discussion of the 2005 Boeing contract.