Ryanair 2011 Annual Report Download - page 115

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EXCHANGE CONTROLS
Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish
securities (including shares or depositary receipts of Irish companies such as the Company). Dividends and
redemption proceeds also continue to be freely transferable to non-resident holders of such securities.
Under the Financial Transfers Act 1992 (the “1992 Act”), the Minister for Finance of Ireland may
make provision for the restriction of financial transfers between Ireland and other countries. Financial transfers
are broadly defined, and the acquisition or disposal of the ADRs, which represent shares issued by an Irish
incorporated company, the acquisition or the disposal of Ordinary Shares and associated payments may fall
within this definition. Dividends or payments on the redemption or purchase of shares and payments on the
liquidation of an Irish-incorporated company would fall within this definition.
The 1992 Act prohibits financial transfers involving the late Slobodan Milosevic and associated
persons, Belarus, Burma (Myanmar), certain persons indicted by the International Criminal Tribunal for the
former Yugoslavia, the late Osama bin Laden, Al-Qaida, the Taliban of Afghanistan, the Democratic Republic
of Congo, Egypt, Eritrea, the Republic of Guinea, the Democratic People’s Republic of Korea (North Korea),
Iran, Iraq, Côte d’Ivoire, Lebanon, Liberia, Libya, Tunisia, Zimbabwe, Uzbekistan, Sudan, Somalia, certain
known terrorists and terrorist groups, and countries that harbor certain terrorist groups, without the prior
permission of the Central Bank of Ireland.
Any transfer of, or payment in respect of, an ADS involving the government of any country that is
currently the subject of United Nations sanctions, any person or body controlled by any of the foregoing, or any
person acting on behalf of the foregoing, may be subject to restrictions pursuant to such sanctions as
implemented into Irish law. The Company does not anticipate that Irish exchange controls or orders under the
1992 Act or United Nations sanctions implemented into Irish law will have a material effect on its business.
LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS
The Board of Directors of Ryanair Holdings is given certain powers under the Articles to take action to
ensure that the number of shares held in Ryanair Holdings by non-EU nationals does not reach a level which
could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit,
consent or privilege which it holds or enjoys and which enables it to carry on business as an air carrier (a
“License”). In particular, EU Regulation 2407/92 requires that, in order to obtain and retain an operating license,
an EU air carrier must be majority-owned and effectively controlled by EU nationals. The regulation does not
specify what level of share ownership will confer effective control on a holder or holders of shares. As described
below, the directors will, from time to time, set a “Permitted Maximum” on the number of Ordinary Shares that
may be owned by non-EU nationals at such level as they believe will comply with EU law. The Permitted
Maximum is currently set at 49.9%.
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