Ryanair 2016 Annual Report Download - page 120

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Dividend Policy
On June 20, 2013 the Company detailed plans to return up to €1.0 billion to shareholders over the next two years.
The Company completed €481.7 million in share buy-backs in fiscal year 2014 and paid a special dividend of €520.3
million in fiscal 2015. In February 2015 the Company announced a €400 million ordinary share buy-back program which
was completed between February and August 2015. In September 2015, the Company announced a B share scheme to
return the €398 million proceeds from the sale of its shares in Aer Lingus to shareholders. Additionally, the Company
announced an €800 million share buy-back program (including shares underlying ADRs) in February 2016. At March 31,
2016 the Company had bought back approximately €418.1 million under this program. Following the June 23, 2016,
Referendum vote by the U.K. to leave the EU, Ryanair announced that it had increased the size of its buy-back program
to the 5% buy-back limit approved by shareholders at the Company’s 2015 Annual General Meeting. Under this increased
share buy-back program, the Company purchased just over 65 million shares at a total cost of approximately €886 million.
On July 1, 2016, the Board confirmed that it will hold an EGM on July 27, 2016 to seek approval from shareholders to
grant the Board of the Company the discretion to engage in further share buy-backs, should they decide it is in the best
interests of the shareholders over the next fifteen months. While there is no plan to engage in further planned buy-backs
(i.e. a VWAP program) during the remainder of 2016, the Board is seeking the flexibility and discretion to do so, if there
is further market volatility such as that witnessed in the aftermath of the U.K. Referendum vote. 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 share buy-backs of €125 million in respect of 36.5 million Ordinary Shares in the 2012 fiscal year and 15
million Ordinary Shares at a cost of approximately €68 million in the 2013 fiscal year. In fiscal year 2014, 69.5 million
Ordinary Shares (including just over 6.0 million ADRs) were repurchased at a cost of approximately €481.7 million. In
February 2015, the Company announced a €400 million ordinary share buy-back program which was completed between
February and August 2015. €418 million of the €800 million share buy-back program (announced in February 2016 and
subsequently increased to approximately €886 million in June 2016) was completed during fiscal 2016 with approximately
29.1 million shares (including approximately 19.9 million shares underlying ADRs) bought back. A further €467.5 million
was spent during fiscal 2017 up to June 29, 2016 to buy-back approximately 36.0 million shares (including approximately
3.9 million shares underlying ADR’s). As a result, the total amount spent on the share buy-back programs at July 21, 2016
was approximately €2,305.4 million with respect to the repurchase of 299.2 million Ordinary Shares. All Ordinary Shares
(including ADRs which represent five Ordinary Shares) repurchased have been cancelled.
In April 2012, the Company held an EGM 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 up to 20%
compared to Ordinary Shares, this may result in increased costs in performing share buy-backs in the future. This authority
was renewed at the Annual General Meeting held on September 20,2013 and at subsequent Annual General Meetings.
The Company announced on July 1, 2016 that it had no plan to engage in further planned buy-backs
during the remainder of 2016, but, subject to shareholder approval at an EGM to be held on July 27, 2016 the Board should
have the flexibility and discretion to do so, should it decide it is in the best interests of shareholders. While there is no plan