Ryanair 2016 Annual Report Download - page 124

124
The Company, at its annual general meeting of the Shareholders, has, in recent years, passed a special resolution
permitting the Company to engage in Ordinary Share buy-back programs subject to certain limits noted below. Since June
2007 (when the Company engaged in its first Ordinary Share buy-back program) the Company has repurchased the
following Ordinary Shares:
Year Ended March 31,
No. of shares (m)
Approx. cost (€m)
2008
59.5
300.0
2009
18.1
46.0
2010
––
––
2011
––
––
2012
36.5
124.6
2013
15.0
67.5
2014
69.5
481.7
2015
10.9
112.0
2016
53.7
706.1
Period through July 21, 2016
36.0
467.5
Total
299.2
2,305.4
All Ordinary Shares repurchased have been cancelled.
The maximum price at which the Company may repurchase Ordinary Shares traded on the Irish Stock Exchange
or the London Stock Exchange is the higher of (i) 5% above the average market value of the Company’s Ordinary Shares
on the trading venue where the shares are being repurchased for the five (5) business days prior to the date of purchase;
and (ii) the price stipulated by the European Commission-adopted regulatory technical standards pursuant to article 5(6)
of the EU Market Abuse Regulation 596/2014, being the higher of the last independent trade and the highest current
independent bid on the trading venue on which the shares are being repurchased. The maximum price at which the
Company may repurchase Ordinary Shares which underlie the Company’s ADSs traded on NASDAQ is 5% above the
average market value of one-fifth of the Company’s ADSs on NASDAQ for the five (5) business days prior to the date of
purchase (as one ADS represents five (5) Ordinary Shares).
The minimum price at which the Company may repurchase Ordinary Shares is their nominal value of 0.600 (euro)
cents (€0.006).
At an EGM of Shareholders held on April 19, 2012, the Company obtained a new repurchase authority which
enables the Company to repurchase the Company’s ADRs which are traded on NASDAQ. The maximum price at which
Ordinary Shares which underlie the Company’s ADRs can be repurchased is 5% above one-fifth of the average market
value of the Company’s ADRs as quoted on NASDAQ, for the five business days prior to the date of purchase (as one
ADS represents five Ordinary Shares). Any ADRs purchased will be converted to Ordinary Shares by the Company’s
brokers for subsequent repurchase and cancellation by the Company.
As of June 30, 2016, the total number of options over Ordinary Shares outstanding under all of the Company’s
share option plans was 17.3 million, representing 1.4% of the Company’s issued share capital at that date.
Item 10. Additional Information
DESCRIPTION OF CAPITAL STOCK
Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.600 euro cent. As of
March 31, 2016, a total of 1,290,739,865 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.
On October 27, 2015, the Company completed a capital reorganisation which involved the consolidation of its
ordinary share capital on a 39 for 40 basis which resulted in the reduction of ordinary shares in issue by 33.8 million
ordinary shares to 1,319.3 million. The nominal value of an ordinary share was also reduced from 0.635 euro cent each to