Ryanair 2012 Annual Report Download - page 113

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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, 2012, a total of 1,455,593,261 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.
Ryanair Holdings‘ shareholders have also approved a stock option plan (referred to herein as ―Option
Plan 2003‖) established in accordance with a then tax-favorable share option scheme available under Irish law,
so that employees would not be subject to income tax on the exercise of options (subject to certain conditions).
Option Plan 2003 was approved by the Revenue Commissioners on July 4, 2003 for the purposes of Chapter 4,
Part 17, of the Irish Taxes Consolidation Act, 1997 and Schedule 12C of that act. Following the publication of
the Irish National Recovery Plan: 2011-2014 (the ―NRP‖) on November 24, 2010, Revenue approved share
option plans, such as Option Plan 2003, no longer qualified for favorable tax treatment from that date. All
employees and full-time directors are eligible to participate in the plan, under which grants of options may be
made at the close of any of the ten years beginning with fiscal year 2002 only if the Company‘s net profit after
tax for such fiscal year has 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.
Under Option Plan 2000, 20 senior managers (including seven of the current executive officers) were
granted 10,500,000 share options, in the aggregate, at a strike price of €3.21 in July 2005. These options have
either become exercisable or will become exercisable between August 1, 2010 and August 31, 2013, subject to
certain targets being achieved and other conditions being complied with. Not all of the vesting conditions have
been met, and as a result only 80% of the options granted that satisfied the conditions were exercisable. The
Company recognized a credit of €2.5 million in relation to the options that did not vest in June 2011. Also,
under Option Plan 2000, each of the non-executive directors were granted 25,000 share options, at a strike price
of €4.96, during the 2008 fiscal year. These options will become exercisable between June 2012 and June 2014.
In addition, 39 senior managers (including eight of the current executive officers) were granted 10,000,000
share options, in the aggregate, under Option Plan 2000, at a strike price of €2.56, on September 18, 2008.
These options will become exercisable between September 18, 2013 and September 17, 2015, but only for
managers who continue to be employed by the Company through September 18, 2013.
Under Option Plan 2003, 47 senior managers (including seven of the current executive officers) were
granted 5,550,000 share options at a strike price of €2.35 on November 3, 2004. These options, which became
exercisable in June 2009, had to be fully exercised by June 30, 2011.
The aggregate of 17,912,382 Ordinary Shares that would be issuable upon exercise in full of the
options that were outstanding as of June 30, 2012 under Company‘s option plan represent approximately 1.2%
of the issued share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate
of 9,505,000 Ordinary Shares were held by the directors and executive officers of Ryanair Holdings. For further
information, see notes 15 and 19 to the consolidated financial statements included herein.