Ryanair 2016 Annual Report Download - page 127

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Disclosure of Share Ownership. Under Irish law, the Company can require parties to disclose their interests in
shares. The Articles of the Company provide that the directors will not register any person as a holder of shares unless
such person has completed a declaration indicating his/her nationality and the nature and extent of any interest which
he/she holds in Ordinary Shares. See, also “—Limitations on Share Ownership by non-EU nationals” below. Under Irish
law, if a party acquires or disposes of Ordinary Shares so as to bring his interest above or below 5% of the total issued
share capital of the Company, he must notify the Company of that. The Irish Stock Exchange must also be notified of any
acquisition or disposal of shares that brings the shareholding of a party above or below certain specified percentages – i.e.,
10%, 25%, 50% and 75%.
Other Provisions of the Articles of Association. There are no provisions in the Articles:
(i) delaying or prohibiting a change in the control of the Company, but which operate only with respect to a
merger, acquisition or corporate restructuring;
(ii) discriminating against any existing or prospective holder of shares as a result of such shareholder owning a
substantial number of shares; or
(iii) governing changes in capital,
in each case, where such provisions are more stringent than those required by law.
MATERIAL CONTRACTS
On March 19, 2013, the Company announced that it had entered into an agreement with Boeing to purchase 175
Boeing 737-800NG aircraft, over a five-year period from fiscal 2015 to 2019 in accordance with the terms of the contract.
The contract was approved by the shareholders of the Company at an EGM on June 18, 2013. In April 2014, the Company
agreed to purchase an additional five Boeing 737-800 next generation aircraft and in February 2015, the Company agreed
to purchase an additional three Boeing 737-800 next generation. This brings the total number of 737-800 next generation
aircraft on order to 183, with a list value of approximately $14.4 billion. At March 31, 2016, 52 of these aircraft had been
delivered.
In September 2014, the Group entered into an agreement with Boeing to purchase 200 Boeing 737-MAX-200
aircraft (100 firm orders and 100 aircraft subject to option), with a list value of approximately $20.5 billion (assuming all
options are exercised), over a five-year period from fiscal 2020 to 2024 in accordance with the terms of the contract. The
contract was approved by the shareholders of the Company at an EGM on November 28, 2014.
EXCHANGE CONTROLS
Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish securities
(including shares or depositary receipts of Irish companies such as the Company). Dividends and redemption proceeds
also continue to be freely transferable to non-resident holders of such securities.
Under the Financial Transfers Act 1992 (the “1992 Act”), the Minister for Finance of Ireland may make provision
for the restriction of financial transfers between Ireland and other countries. Financial transfers are broadly defined, and
the acquisition or disposal of the ADRs, which represent shares issued by an Irish incorporated company, the acquisition
or the disposal of Ordinary Shares and associated payments may fall within this definition. Dividends or payments on the
redemption or purchase of shares and payments on the liquidation of an Irish-incorporated company would fall within this
definition.