Ryanair 2016 Annual Report Download - page 128

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The 1992 Act prohibits financial transfers involving President Lukashenko, the Belarusian leadership and certain
other officials of Belarus, the late Slobodan Milosevic and associated persons, certain persons indicted by the International
Criminal Tribunal for the former Yugoslavia, Burma (Myanmar), certain persons and entities associated with the now
deceased Usama Bin Laden, the Al-Qaeda network and the Taliban of Afghanistan, the Democratic Republic of Congo,
certain persons in Egypt, certain activities, persons and entities in Eritrea, the Republic of Guinea, the Democratic People’s
Republic of Korea (North Korea), Iraq, Côte d’Ivoire, certain activities in Lebanon, certain activities in Liberia and the
former Liberian President Charles Taylor, his immediate family and close associates, Libya, certain persons and activities
in Sudan and South Sudan, Somalia, Tunisia, Zimbabwe, certain activities, persons and entities in Syria and Iran, certain
persons, entities and bodies in Ukraine, certain persons, entities and bodies in the Republic of Guinea-Bissau, certain
known terrorists and terrorist groups, and countries that harbor certain terrorist groups, without the prior permission of the
Central Bank of Ireland.
Any transfer of, or payment in respect of, an ADS involving the government of any country that is currently the
subject of United Nations sanctions, any person or body controlled by any of the foregoing, or any person acting on behalf
of the foregoing, may be subject to restrictions pursuant to such sanctions as implemented into Irish law. The Company
does not anticipate that Irish exchange controls or orders under the 1992 Act or United Nations sanctions implemented
into Irish law will have a material effect on its business.
LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS
The Board of Directors of Ryanair Holdings is given certain powers under the Articles to take action to ensure
that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals does not reach a level which could
jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit, consent or privilege
which it holds or enjoys and which enables it to carry on business as an air carrier (a “License”). In particular, EU
Regulation 2407/92 requires that, in order to obtain and retain an operating license, an EU air carrier must be majority-
owned and effectively controlled by EU nationals. The regulation does not specify what level of share ownership will
confer effective control on a holder or holders of shares. As described below, the directors will, from time to time, set a
“Permitted Maximum” on the number of Ordinary Shares that may be owned by non-EU nationals at such level as they
believe will comply with EU law. The Permitted Maximum is currently set at 49.9%.
Ryanair Holdings maintains a separate register (the “Separate Register”) of Ordinary Shares in which non-EU
nationals, whether individuals, bodies corporate or other entities, have an interest (such shares are referred to as “Affected
Shares” in the Articles). Interest in this context is widely defined and includes any interest held through ADRs in the shares
underlying the relevant ADRs. The directors can require relevant parties to provide them with information to enable a
determination to be made by the directors as to whether Ordinary Shares are, or are to be treated as, Affected Shares. If
such information is not available or forthcoming or is unsatisfactory then the directors can, at their discretion, determine
that Ordinary Shares are to be treated as Affected Shares. Registered holders of Ordinary Shares are also obliged to notify
the Company if they are aware that any Ordinary Share which they hold ought to be treated as an Affected Share for this
purpose. With regard to ADRs, the directors can treat all of the relevant underlying shares as Affected Shares unless
satisfactory evidence as to why they should not be so treated is forthcoming.
In the event that, inter alia, (i) the refusal, withholding, suspension or revocation of any License or the imposition
of any condition which materially inhibits the exercise of any License (an “Intervening Act”) has taken place, (ii) the
Company receives a notice or direction from any governmental body or any other body which regulates the provision of
air transport services to the effect that an Intervening Act is imminent, threatened or intended or (iii) an Intervening Act
may occur as a consequence of the level of non-EU ownership of Ordinary Shares or an Intervening Act is imminent,
threatened or intended because of the manner of share ownership or control of Ryanair Holdings generally, the directors
can take action pursuant to the Articles to deal with the situation. They can, inter alia, (i) remove any directors or change
the chairman of the Board of Directors, (ii) identify those Ordinary Shares, ADRs or Affected Shares which give rise to
the need to take action and treat such Ordinary Shares, ADRs, or Affected Shares as Restricted Shares (see below) or (iii)
set a “Permitted Maximum” on the number of Affected Shares which may subsist at any time (which may not, save in the
circumstances referred to below, be lower than 40% of the total number of issued shares) and treat any Affected Shares
(or ADRs representing such Affected Shares) in excess of this Permitted Maximum as Restricted Shares (see below).