Ryanair 2016 Annual Report Download - page 24

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Shareholders
Ryanair recognises the importance of communications with shareholders. Ryanair communicates with all of its
shareholders following the release of quarterly and annual results directly via road shows, investor days and/or by
conference calls. The Chief Executive, senior financial, operational, and commercial management participate in these
events.
During the year ended March 31, 2016 the Company held discussions with a substantial number of institutional
investors.
The Board is kept informed of the views of shareholders through the executive director and executive management’s
attendance at investor presentations and results presentations. Furthermore, relevant feedback from such meetings and
investor relations analyst reports are provided to the entire Board on a regular basis. In addition, the Board determines, on
a case by case basis, specific issues where it would be appropriate for the Chairman and/or Senior Independent Director to
communicate directly with shareholders or to indicate that they are available to communicate if shareholders so wish. If
any of the non-executive directors wishes to attend meetings with major shareholders, arrangements are made accordingly.
General Meetings
All shareholders are given adequate notice of the Annual General Meeting (“AGM”) at which the Chairman reviews
the results and comments on current business activity. Financial, operational and other information on the Company is
provided on the Company website, http://corporate.ryanair.com.
Ryanair will continue to propose a separate resolution at the AGM on each substantially separate issue, including a
separate resolution relating to the Directors’ Report and financial statements. In order to comply with the 2014 Code, proxy
votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being called.
The Board Chairman and the Chairmen of the Audit and Remuneration Committees are available to answer questions from
all shareholders.
The Chief Executive makes a presentation at the Annual General Meeting on the Group’s business and its
performance during the prior year and answers questions from shareholders. The AGM affords shareholders the
opportunity to question the Chairman and the Board.
All holders of Ordinary Shares are entitled to attend, speak and vote at general meetings of the Company, subject to
limitations described under note “Limitations on the Right to Own Shares” on page 126. In accordance with Irish company
law, the Company specifies record dates for general meetings, by which date shareholders must be registered in the Register
of Members of the Company to be entitled to attend. Record dates are specified in the notes to the Notice convening the
meeting.
Shareholders may exercise their right to vote by appointing a proxy or proxies, by electronic means or in writing, to
vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in the notes to the Notice
convening the Meeting.
A shareholder or group of shareholders, holding at least 5% of the issued share capital, has the right to requisition an
extraordinary general meeting. A shareholder, or a group of shareholders, holding at least 3% of the issued share capital
of the Company, has the right to put an item on the agenda of an AGM or to table a draft resolution for an item on the
agenda of any general meeting (whether an AGM or an EGM) provided that such item is accompanied by reasons justifying
its inclusion or the full text of any draft resolution proposed to be adopted at the general meeting. A request by a member
to put an item on the agenda or to table a draft resolution shall be received by the company in hardcopy form or in electronic
form at least 42 days before the meeting to which it relates.
Notice of the Annual General Meeting and the Form of Proxy are sent to shareholders at least twenty-one days before
the meeting. The Company’s Annual Report is available on the Company’s website, http://corporate.ryanair.com. The
2016 Annual General Meeting will be held at 9 a.m. on September 14, 2016 in the Radisson Blu Hotel, Dublin Airport,
Ireland.