Ryanair 2016 Annual Report Download - page 125

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0.600 euro cent each under the reorganisation. All ‘B’ Shares and Deferred Shares issued in connection with the B scheme
were either redeemed or cancelled during the period such that there were no ‘B’ Shares or Deferred Shares remaining in
issue as at March 31, 2016. 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 1.0% in net profit after tax
for the relevant year would have resulted in such requirement being met.
Under Option Plan 2000, each of the non-executive directors at that time were granted 25,000 share options, at a
strike price of €4.96, during the 2008 fiscal year. These options were exercisable between June 2012 and June 2014. In
addition, 39 senior managers (including five 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 were exercisable
between September 18, 2013 and September 17, 2015, but only for managers who continued to be employed by the
Company through September 18, 2013.
During fiscal year 2014, Ryanair Holdings’ shareholders approved a stock option plan at the Company’s annual
general meeting on September 20, 2013 (referred to herein as “Option Plan 2013”), 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 2014. All options will be subject to a five-year performance period beginning with the year in
which a grant occurs. The Remuneration Committee has discretion to determine the financial performance targets that
must be met with respect to the financial year. Those targets will relate directly to the achievement of certain year-on-year
growth targets in the Company’s profit after tax figures for each of the financial years of the performance period and/or
certain share price targets. The Option Plan 2013 replaced all stock options plans previously approved by shareholders for
all future grants, as these previously approved plans have expired.
Under Option Plan 2013, 36 senior managers (including 7 of the current executive officers) and 10 of the current
non-executive Board members were granted 10 million share options, in the aggregate, at a strike price of €6.25 in July
2014. These options are exercisable between June 2019 and July 2022. They will only vest if certain targets in relation to
net profit and/or share price are achieved and will only be available to managers/directors who continue to be employed
by the Company through April 30, 2019. Also under Option Plan 2013, 3.5 million share options were granted, in
aggregate, to executive officers at a strike price of €6.74 in October 2014. These options are exercisable between
September, 2019 and October, 2021. They will only vest if certain exceptional targets in relation to net profit and/or share
price are achieved and will only be available to executives who continue to be employed by the Company through July 31,
2019. On November 11, 2014, 5 million options were granted to Mr. O’Leary under Option Plan 2013 as part of his new
5-year contract. These options which were granted at a strike price of €8.345 are exercisable between September 2019 and
November 2021. They will only vest if certain exceptional targets in relation to net profit and/or share price are achieved
and will only be available if Mr. O’Leary continues to be employed by the Company through July 31, 2019. During fiscal
2016, 60,000 options were granted under Option plan 2013 to new non-executive Board members at a strike price of
€11.38. These options are exercisable between August 2019 and August 2021. They will only vest if certain exceptional
targets in relation to net profit and/or share price are achieved and will only be available to those non-executive Board
members who continue to be directors through April 30, 2019.
The aggregate of 17.3 million Ordinary Shares that would be issuable upon exercise in full of the options that
were outstanding as of June 30, 2016 under Company’s option plan represent approximately 1.4% of the issued share
capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 11.9 million 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.