Ryanair 2011 Annual Report Download - page 116

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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 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.
In deciding which Affected Shares are to be selected as Restricted Shares, the directors can take into
account which Affected Shares have given rise to the necessity to take action. Subject to that they will, insofar
as practicable, firstly view as Restricted Shares those Affected Shares in respect of which no declaration as to
whether or not such shares are Affected Shares has been made by the holder thereof and where information
which has been requested by the directors in accordance with the Articles has not been provided within specified
time periods and, secondly, have regard to the chronological order in which details of Affected Shares have been
entered in the Separate Register and, accordingly, treat the most recently registered Affected Shares as
Restricted Shares to the extent necessary. Transfers of Affected Shares to Affiliates (as that expression is
defined in the Articles) will not affect the chronological order of entry in the Separate Register for this purpose.
The directors do however have the discretion to apply another basis of selection if, in their sole opinion, that
would be more equitable. Where the directors have resolved to treat Affected Shares held by any particular
stockholder or stockholders as Restricted Shares (i) because such Affected Shares have given rise to the need to
take such action or (ii) because of a change of law or a requirement or direction of a regulatory authority
necessitating such action (see above), such powers may be exercised irrespective of the date upon which such
Affected Shares were entered in the Separate Register.
After having initially resolved to set the maximum level at 49.0%, the directors increased the maximum
level to 49.9% on May 26, 1999, after the number of Affected Shares exceeded the initial limit. This maximum
level could be reduced if it becomes necessary for the directors to exercise these powers in the circumstances
described above. The decision to make any such reduction or to change the Permitted Maximum from time to
time will be published in at least one national newspaper in Ireland and in any country in which the Ordinary
Shares or ADRs are listed. The relevant notice will specify the provisions of the Articles that apply to Restricted
Shares and the name of the person or persons who will answer queries relating to Restricted Shares on behalf of
Ryanair Holdings. The directors shall publish information as to the number of shares held by EU nationals
annually.