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«Chief Executive‟s Report 9 Summary Operating and Financial Overview Directors‟ Report 15 Corporate Governance Report Report of the Remuneration ...»

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Having considered this relationship, the Board has concluded that Kyran McLaughlin continues to be an independent non-executive director within the spirit and meaning of the 2012 Code Rules. The Board has also considered the independence of David Bonderman given his shareholding in Ryanair Holdings plc. As at March 31, 2014, David Bonderman had a beneficial shareholding in the Company of 7,655,671 ordinary shares, equivalent to 0.55% of the issued share capital. Having considered this shareholding in light of the number of issued shares in Ryanair Holdings plc and the financial interest of the director, the Board has concluded that the interest is not so material as to breach the spirit of the independence rule contained in the 2012 Code. The Board has further considered the independence of Messrs. David Bonderman, James Osborne, Kyran McLaughlin and Michael Horgan as they have each served more than nine years on the Board. The Board considers that each of these directors is independent in character and judgment as they either have other significant commercial and professional commitments and/or brings his own level of senior experience gained in their fields of international business and professional practice. When arriving at this decision, the Board has taken into account the comments made by the Financial Reporting Council in their report dated December, 2009 on their review of the impact and effectiveness of the Code, in particular their comment that independence is not the primary consideration when assessing the composition of the Board, and that the over-riding consideration should be that the Board is fit for purpose. For these reasons, and also because each director‘s independence is considered annually by the Board, the Board considers it appropriate that these directors have not been offered for annual re-election as is recommended by the 2012 Code. When arriving at the decision that these directors are nonetheless independent, the Board of Directors has taken into account the comments made by the Financial Reporting Council in its report dated December 2009 on its review of the impact and effectiveness of the UK Corporate Governance Code. The NASDAQ independence criteria specifically state that an individual may not be considered independent if, within the last three years, such individual or a member of his or her immediate family has had certain specified relationships with the company, its parent, any consolidated subsidiary, its internal or external auditors, or any company that has significant business relationships with the company, its parent or any consolidated subsidiary. Neither ownership of a significant amount of stock nor length of service on the board is a per se bar to independence under the NASDAQ rules.

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Michael Hickey

Kenny Jacobs

Juliusz Komorek

Howard Millar

David O‘Brien

Michael O‘Leary

Edward Wilson

Michael Hickey (Group Director of Operations). Michael was appointed as Group Director of Operations in January 2014 having held the position of Director of Engineering since January 2000. Michael who has an MSC in Air Safety Management from City University in London is a licensed aircraft engineer and holds an EASA private pilot‘s license. He has held a wide range of senior positions within the Engineering Department since he joined Ryanair in 1988 and was Deputy Director of Engineering between 1992 and January 2000. Prior to joining Ryanair, Michael worked as an aircraft engineer with Fields Aircraft Services and McAlpine Aviation, working primarily on executive aircraft.

Kenny Jacobs (Chief Marketing Officer). Kenny Jacobs was appointed Chief Marketing Officer in January

2014. He is responsible for sales, marketing and customer service at Ryanair. Previously Kenny was CMO for Moneysupermarket plc. which has a set of digital brands saving consumers money on insurance, finance, energy and travel. Kenny has spent most of his career in retail with Tesco PLC as marketing director in Tesco Ireland and brand director for Tesco UK. Prior to that he worked for German retailer Metro Group GmbH in various roles in marketing and IT in Europe and Asia.

Juliusz Komorek (Director of Legal & Regulatory Affairs; Company Secretary). Juliusz Komorek was appointed Company Secretary and Director of Legal and Regulatory Affairs in May 2009, having served as Deputy Director of Legal and Regulatory Affairs since 2007. Prior to joining the Company in 2004, Juliusz had gained relevant experience in the European Commission‘s Directorate General for Competition and in the Polish Embassy to the EU in Brussels, as well as in the private sector in Poland and the Netherlands. Juliusz is a lawyer, holding degrees from the universities of Warsaw and Amsterdam.

Howard Millar (Deputy Chief Executive; Chief Financial Officer). Howard Millar was appointed Deputy Chief Executive and Chief Financial Officer on January 1, 2003, having served as Director of Finance of Ryanair from March 1993. Between April 1992 and March 1993 he served as Financial Controller of Ryanair.

Howard was the Group Finance Manager for the Almarai Group, the largest integrated dairy food processing company in the world, in Riyadh, Saudi Arabia, from 1988 to 1992. On June 30, 2014, the Company announced that Howard has decided to step down from his full-time executive role on December 31, 2014 to pursue other career opportunities; Howard has been invited to join the board of directors of Ryanair after he steps down as a full-time executive. The current Finance Director Neil Sorahan has been appointed Chief Financial Officer with effect from October 1, 2014.

David O‟Brien (Chief Commercial Officer). David O‘Brien was appointed Chief Commercial Officer in January 2014 having previously served as Ryanair‘s Director of Flight and Ground Operations from December

2002. A graduate of the Irish Military College, David followed a military career with positions in the airport sector and agribusiness in the Middle East, Russia and Asia.

Michael O‟Leary (Chief Executive Officer). Michael O‘Leary has served as a director of Ryanair since 1988 and a director of Ryanair Holdings since July 1996. Mr. O‘Leary was appointed chief executive officer of Ryanair in 1994.

Edward Wilson (Director of Personnel and In-flight). Edward Wilson was appointed Director of Personnel and In-flight in December 2002, prior to which he served as Head of Personnel since joining Ryanair in December 1997. Prior to joining Ryanair he served as Human Resources Manager for Gateway 2000 and held a number of other human resources-related positions in the Irish financial services sector.

–  –  –

Compensation The aggregate amount of compensation paid by Ryanair Holdings and its subsidiaries to the nine sitting non-executive directors and seven executive officers named above in the 2014 fiscal year was €6.8 million. For details of Mr. O‘Leary‘s compensation in such fiscal year, see ―—Employment and Bonus Agreement with Mr.

O‘Leary‖ below Each of Ryanair Holdings‘ nine non-executive directors is entitled to receive €35,000 plus expenses per annum, as remuneration for their services to Ryanair Holdings. The Chairman of the Board receives a fee of €100,000 per annum. Prior to the 2014 fiscal year, Mr. Bonderman had waived his entitlement to receive remuneration. The additional remuneration paid to Committee members for service on that committee is €15,000 per annum. Mr. Horgan receives €40,000 per annum in connection with his additional duties in relation to the Air Safety Committee.

For further details of stock options that have been granted to the Company‘s employees, including the executive officers, see ―Item 10. Additional Information—Options to Purchase Securities from Registrant or Subsidiaries,‖ as well as Note 15 to the consolidated financial statements included herein.

Employment and Bonus Agreement with Mr. O‟Leary

Mr. O‘Leary‘s current employment agreement with the Company is dated July 1, 2002 and can be terminated by either party upon 12 months‘ notice. Pursuant to the agreement, Mr. O‘Leary serves as Chief Executive Officer at a current annual gross salary of €968,425, subject to any increases that may be agreed between the Company and Mr. O‘Leary. Mr. O‘Leary is also eligible for annual bonuses as determined by the Board of Directors of the Company; the amount of such bonuses paid to Mr. O‘Leary in the 2014 fiscal year totaled €783,000. Mr. O‘Leary is subject to a covenant not to compete with the Company within the EU for a period of two years after the termination of his employment with the Company. Mr. O‘Leary‘s employment agreement does not contain provisions providing for compensation on its termination.

–  –  –

Ryanair‘s pilots, flight attendants and maintenance and ground operations personnel undergo training, both initial and recurrent. A substantial portion of the initial training for Ryanair‘s flight attendants is devoted to safety procedures, and cabin crew are required to undergo annual evacuation and fire drill training during their tenure with the airline. Ryanair also provides salary increases to its engineers who complete advanced training in certain fields of aircraft maintenance. Ryanair utilizes its own Boeing 737-800 aircraft simulators for pilot training.

IAA regulations require pilots to be licensed as commercial pilots with specific ratings for each aircraft to be flown. In addition, IAA regulations require all commercial pilots to be medically certified as physically fit.

At March 31, 2014, the average age of Ryanair‘s pilots was 35 years and their average period of employment with Ryanair was 5.2 years. Licenses and medical certification are subject to periodic re-evaluation and require recurrent training and recent flying experience in order to be maintained. Maintenance engineers must be licensed and qualified for specific aircraft types. Flight attendants must undergo initial and periodic competency training. Training programs are subject to approval and monitoring by the IAA. In addition, the appointment of senior management personnel directly involved in the supervision of flight operations, training, maintenance and aircraft inspection must be satisfactory to the IAA. Based on its experience in managing the airline‘s growth to date, management believes that there is a sufficient pool of qualified and licensed pilots, engineers and mechanics within the EU to satisfy Ryanair‘s anticipated future needs in the areas of flight operations, maintenance and quality control and that Ryanair will not face significant difficulty in hiring and continuing to employ the required personnel. Ryanair has also been able to satisfy its needs for additional pilots through the use of contract agencies. These contract pilots are included in the table above. In addition, Ryanair has also been able to satisfy its needs for additional flight attendants through the use of contract agencies. These contract flight attendants are included in the table above.

Ryanair has a licensed approved organization in Holland to operate pilot training courses using Ryanair‘s syllabus, in order to grant Boeing 737 type-ratings. Each trainee pilot must pay for his or her own training and, based on his or her performance, he or she may be offered a position operating on Ryanair aircraft.

This program enables Ryanair to secure a continuous stream of type-rated co-pilots.

Ryanair‘s crews earn productivity-based incentive payments, including a sales bonus for onboard sales for flight attendants and payments based on the number of hours or sectors flown by pilots and flight attendants (within limits set by industry standards or regulations fixing maximum working hours). During the 2014 fiscal year, such productivity-based incentive payments accounted for approximately 44% of an average flight attendant‘s total earnings and approximately 32% of the typical pilot‘s compensation. Pilots at 65 out of Ryanair‘s 69 bases are covered by four or five year agreements on pay, allowances and rosters which fall due for negotiation at various dates between 2014 and 2019. Cabin crew at all Ryanair bases are also party to long term collective agreements on pay, allowances and rosters which expire March 2017. In March 2013, Ryanair agreed to increase the pay of pilots and cabin crew in accordance with the terms of individual base agreements.

Ryanair‘s pilots are currently subject to IAA-approved limits of 100 flight-hours per 28-day cycle and 900 flight-hours per fiscal year. For the 2014 fiscal year, the average flight-hours for Ryanair‘s pilots amounted to approximately 68 hours per month and approximately 812 hours for the complete year, an approximately 2% increase on the previous fiscal year. If more stringent regulations on flight hours were to be adopted, Ryanair‘s flight personnel could experience a reduction in their total pay due to lower compensation for the number of hours or sectors flown and Ryanair could be required to hire additional flight personnel.

Ryanair considers its relations with its employees to be good. Ryanair currently negotiates with groups of employees, including its pilots, through ―Employee Representation Committees‖ (―ERCs‖) regarding pay, work practices and conditions of employment, including conducting formal negotiations with these internal collective bargaining units. Ryanair‘s senior management meets regularly with the different ERCs to discuss all aspects of the business and those issues that specifically relate to each relevant employee group.

Ryanair Holdings‘ shareholders have approved a number of share option plans for employees and directors. Ryanair Holdings has also issued share options to certain of its senior managers. For details of all outstanding share options, see ―Item 10. Additional Information––Options to Purchase Securities from Registrant or Subsidiaries.‖

Item 7. Major Shareholders and Related Party Transactions

As of June 30, 2014, there were 1,384,203,806 Ordinary Shares outstanding. As of that date, 112,316,349 ADRs, representing 561,581,745 Ordinary Shares, were held of record in the United States by 55 holders, and represented in the aggregate 40.57% of the number of Ordinary Shares then outstanding. See ―Item

10. Additional InformationArticles of Association‖ and ―Limitations on Share Ownership by Non-EU Nationals.‖


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