Ryanair 2016 Annual Report Download - page 126

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ARTICLES OF ASSOCIATION
The following is a summary of certain provisions of the Articles of Association of Ryanair Holdings. This
summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Articles.
Objects. Ryanair Holdings’ objects, which are detailed in its Articles, are broad and include carrying on business
as an investment and holding company. Ryanair Holdings’ Irish company registration number is 249885.
Directors. Subject to certain exceptions, directors may not vote on matters in which they have a material interest.
The ordinary remuneration of the directors is determined from time to time by ordinary resolutions of the shareholders.
Any director who holds any executive office, serves on any committee or otherwise performs services, which, in the
opinion of the directors, are outside the scope of the ordinary duties of a director, may be paid such extra remuneration as
the directors may determine. The directors may exercise all the powers of the Company to borrow money. The directors
are not required to retire at any particular age. There is no requirement for directors to hold shares. The Articles of
Association provide that one-third of the directors (rounded down to the next whole number if it is a fractional number)
retire and offer themselves for re-election at each annual general meeting of the Company. The directors to retire by rotation
are those who have been longest in office since their last appointment or reappointment. As between persons who became
or were appointed directors on the same date, those to retire are determined by agreement between them or, otherwise, by
lot. All of the shareholders entitled to attend and vote at the annual general meeting of the Company may vote on the re-
election of directors.
Annual and General Meetings. Annual and extraordinary meetings are called upon 21 days’ advance notice. All
Ryanair shareholders may appoint proxies electronically to attend, speak, ask questions and vote on behalf of them at
annual general meetings and to reflect certain other provisions of those Regulations. All holders of Ordinary Shares are
entitled to attend, speak at and vote at general meetings of the Company, subject to limitations described below under “—
Limitations on the Right to Own Shares.”
Rights, Preferences and Dividends Attaching to Shares. The Company has only three classes of shares, Ordinary
Shares with a par value of 0.60 euro cent per share, B Shares with a nominal value of 0.05 cent per share and Deferred
Shares with a nominal value of 0.05 cent per share. The B Shares and the Deferred Shares were created at an EGM of the
Company held on 22 October 2015 in connection with a return of value to shareholders arising from the sale of the
Company’s shareholding in Aer Lingus plc, and no such shares remain in issue. Accordingly, the Ordinary Shares
currently represent the only class of shares in issue and rank equally with respect to payment of dividends and on any
winding-up of the Company. Any dividend, interest or other sum payable to a shareholder that remains unclaimed for one
year after having been declared may be invested by the directors for the benefit of the Company until claimed. If the
directors so resolve, any dividend which has remained unclaimed for 12 years from the date of its declaration shall be
forfeited and cease to remain owing by the Company. The Company is permitted under its Articles to issue redeemable
shares on such terms and in such manner as the Company may, by special resolution, determine. The Ordinary Shares
currently in issue are not redeemable. The liability of shareholders to invest additional capital is limited to the amounts
remaining unpaid on the shares held by them. There are no sinking fund provisions in the Articles of the Company.
Action Necessary to Change the Rights of Shareholders. The rights attaching to shares in the Company may be
varied by special resolutions passed at meetings of the shareholders of the Company.
Limitations on the Rights to Own Shares. The Articles contain detailed provisions enabling the directors of the
Company to limit the number of shares in which non-EU nationals have an interest or the exercise by non-EU nationals of
rights attaching to shares. See “—Limitations on Share Ownership by Non-EU Nationals” below. Such powers may be
exercised by the directors if they are of the view that any licence, consent, permit or privilege of the Company or any of
its subsidiaries that enables it to operate an air service may be refused, withheld, suspended or revoked or have conditions
attached to it that inhibit its exercise and the exercise of the powers referred to above could prevent such an occurrence.
The exercise of such powers could result in non-EU holders of shares being prevented from attending, speaking at or voting
at general meetings of the Company and/or being required to dispose of shares held by them to EU nationals.