Ryanair 2012 Annual Report Download - page 109

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Dividend Policy
Following shareholder approval at the September 2010 annual general meeting of shareholders, a €500
million special dividend was paid in October 2010. On May 21, 2012, the Company indicated that it may pay a
further dividend of €0.34 per ordinary share (approximately €489 million) in November 2012, subject to
shareholder approval at the annual shareholder meeting on September 21, 2012. The Company may pay other
dividends from time to time, or it may not pay any dividends at all, as has been its practice to date. No
assurances can be given that the Company will, or will not, pay dividends. Any cash dividends or other
distributions, if made, are expected to be made in euro, although Ryanair Holdings‘ Articles provide that
dividends may be declared and paid in U.S. dollars. In the case of ADRs, the Depositary will convert all cash
dividends and other distributions payable to owners of ADRs into U.S. dollars to the extent that, in its judgment,
it can do so on a reasonable basis, and will distribute the resulting U.S. dollar amounts (net of conversion
expenses and any applicable fees) to the owners of ADRs. See ―Item 12. Description of Securities Other than
Equity Securities‖ for information regarding fees of the Depositary.
Share Buy-back Program
Following shareholder approval at the 2006 annual general meeting of shareholders, a €300 million
share buy-back program was formally announced on June 5, 2007. 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 €300 million share buy-
back of approximately 59.5 million Ordinary 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 €200 million worth of Ordinary Shares, which was ratified by shareholders at
the annual general meeting of the shareholders held on September 18, 2008. 18.1 million Ordinary Shares were
repurchased under this program at a cost of approximately €46.0 million. The Company also completed the
share buy-back of €125 million in respect of 36.5 million Ordinary Shares in the 2012 fiscal year. In April
2012, the Company completed a share buy-back of 15 million Ordinary Shares at a cost of approximately €68
million. As a result, the total amount spent on the share buy-back programs was approximately €538.1 million.
All Ordinary Shares repurchased have been cancelled.
In April 2012, the Company held an extraordinary general meeting to authorize the directors to
repurchase Ordinary Shares and ADRs for up to 5% of the issued share capital of the Company traded on the
NASDAQ. Up until April 2012, shareholders had only authorized the directors to repurchase Ordinary Shares.
As the ADRs typically trade at a premium of 15% to 20% compared to Ordinary Shares, this may result in
increased costs in performing share buy-backs in the future. At this time the Company has not decided whether
it will complete further share repurchases and whether it will repurchase Ordinary Shares or ADRs.
See ―Item 9. The Offer and Listing - Trading Markets and Share Prices‖ below for further information
regarding share buy-backs.
SIGNIFICANT CHANGES
No significant change in the Company‘s financial condition has occurred since the date of the
consolidated financial statements included in this annual report.