Ryanair 2012 Annual Report Download - page 117

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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.
In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001,
Ryanair Holdings instructed the Depositary to suspend the issuance of new ADSs in exchange for the deposit of
Ordinary Shares until further notice to its shareholders. Holders of Ordinary Shares cannot convert their
Ordinary Shares into ADRs during such suspension, and there can be no assurance that the suspension will ever
be lifted.
As a further measure to increase the percentage of Ordinary Shares held by EU nationals, on February
7, 2002, the Company issued a notice to shareholders to the effect that any purchase of Ordinary Shares by a
non-EU national after such date will immediately result in the issue of a Restricted Share Notice to such non-EU
national Purchaser. The Restricted Share Notice compels the non-EU national purchaser to sell the Affected
Shares to an EU national within 21 days of the date of issuance. In the event that any such non-EU national
shareholder does not sell its Ordinary Shares to an EU national within the specified time period, the Company
can then take legal action to compel such a sale. As a result, non-EU nationals are effectively barred from
purchasing Ordinary Shares for as long as these restrictions remain in place. There can be no assurance that
these restrictions will ever be lifted.
As an additional measure, to ensure the percentage of shares held by EU nationals remains at least
50.1%, at the extraordinary general meeting held on April 19, 2012, the Company obtained a new repurchase
authority which will enable the repurchase of ADRs for up to 5% of the issued share capital of the Company
traded on the NASDAQ.
Concerns about the foreign ownership restrictions described above could result in the exclusion of
Ryanair from certain stock tracking indices. Any such exclusion may adversely affect the market price of the
Ordinary Shares and ADRs. See also ―Item 3. Risk Factors––Risks Related to Ownership of the Company‘s
Shares or ADRs—EU Rules Impose Restrictions on the Ownership of Ryanair Holdings‘ Ordinary Shares by
Non-EU Nationals and the Company has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU
Nationals‖ above.
As of June 30, 2012, EU nationals owned at least 54.2% of Ryanair Holdings‘ Ordinary Shares
(assuming conversion of all outstanding ADRs into Ordinary Shares). Ryanair continuously monitors the
ownership status of its Ordinary Shares, which changes on a daily basis.