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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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When the DAA first announced plans to build a second terminal (―Terminal 2‖) at Dublin Airport, it estimated that the proposed expansion would cost between €170 million and €200 million. Ryanair supported a development of this scale; however, in September 2006, the DAA announced that the construction of Terminal 2 would cost approximately €800 million. Subsequently, the cost of the new infrastructure rose in excess of €1.2 billion. Ryanair opposed expansion at what it believed to be an excessive cost. On August 29, 2007, however the relevant planning authority approved the planning application from the DAA for the building of Terminal 2, and other facilities, all of which went ahead. On May 1, 2010, the airport fees per departing passenger increased by 27% from €13.61 to €17.23, and by a further 12% in 2011 following the opening of Terminal 2 in November 2010 in accordance with the CAR‘s decision of December 4, 2009 in relation to airport charges between 2010 and 2014. Ryanair sought a judicial review of the planning approval, however, this appeal was unsuccessful.

The increase in charges, in combination with the introduction of the €10 Air Travel Tax (subsequently reduced to €3 in March 2011 and eliminated entirely in April 2014) mentioned above, led to substantially reduced passenger volumes to and from Dublin Airport. See ―Item 3. Risk FactorsRisks Related to the CompanyRyanair‘s Continued Growth is Dependent on Access to Suitable Airports; Charges for Airport Access are Subject to Increase‖ and ―—The Company Is Subject to Legal Proceedings Alleging State Aid at Certain Airports,‖ as well as ―Item 4. Information on the Company—Airport Operations—Airport Charges.‖ Legal Proceedings Against Internet Ticket Touts. The Company is involved in a number of legal proceedings against internet ticket touts (screenscraper websites) in Ireland, Germany, the Netherlands, France, Spain, Italy and Switzerland. Screenscraper websites gain unauthorized access to Ryanair‘s website and booking system, extract flight and pricing information and display it on their own websites for sale to customers at prices which include intermediary fees on top of Ryanair‘s fares. Ryanair does not allow any such commercial use of its website and objects to the practice of screenscraping also on the basis of certain legal principles, such as database rights, copyright protection, etc. The Company‘s objective is to prevent any unauthorized use of its website. The Company also believes that the selling of airline tickets by screenscraper websites is inherently anti-consumer as it inflates the cost of air travel. At the same time, Ryanair encourages genuine price comparison websites which allow consumers to compare prices of several airlines and then refer consumers to the airline website in order to perform the booking at the original fare. Ryanair offers licensed access to its flight and pricing information to such websites. Ryanair also permits Travelport, a GDS operator, to provide access to Ryanair‘s fares to traditional bricks and mortar travel agencies. The Company has received favorable rulings in Ireland, Germany and The Netherlands, and unfavorable rulings in Spain, France and Italy. However, pending the outcome of these legal proceedings and if Ryanair were to be ultimately unsuccessful in them, the activities of screenscraper websites could lead to a reduction in the number of customers who book directly on Ryanair‘s website and loss of ancillary revenues which are an important source of profitability through the sale of car hire, hotels and travel insurance etc. Also, some customers may be lost to the Company once they are presented by a screenscraper website with a Ryanair fare inflated by the screenscraper‘s intermediary fee. See Item 3. Key Information—Risk Factors—Risks Related to the Company—Ryanair Faces Risks Related to Unauthorized Use of Information from the Company‘s Website.‖

Dividend Policy

Following shareholder approval at the September 2010 annual general meeting of shareholders, a €500 million special dividend was paid in October 2010. Similarly, following shareholder approval at the September 2012 annual general meeting of shareholders, a dividend of €0.34 per Ordinary Share (approximately €492 million) was paid in November 2012. The Company may pay other dividends from time to time. On June 20, 2013 the Company detailed plans to return up to €1 billion to shareholders over the next two years. The Company completed €481.7 million in share buybacks in fiscal year 2014 and indicated on May 19, 2014 that it plans to pay a special dividend of up to approximately €520 million in the fourth quarter of fiscal year 2015, subject to shareholder approval at its annual general meeting on September 25, 2014. The Company has made no further commitments in relation to the payment of dividends, share buybacks or other shareholder distributions. Any cash dividends or other distributions, if made, are expected to be made in euro, although Ryanair Holdings‘ Articles provide that dividends may be declared and paid in U.S. dollars. In the case of ADRs, the Depositary will convert all cash dividends and other distributions payable to owners of ADRs into U.S. dollars to the extent that, in its judgment, it can do so on a reasonable basis, and will distribute the resulting U.S. dollar amounts (net of conversion expenses and any applicable fees) to the owners of ADRs. See ―Item 12.





Description of Securities Other than Equity Securities‖ for information regarding fees of the Depositary.

Share Buy-back Program

Following shareholder approval at the 2006 annual general meeting of shareholders, a €300 million share buy-back program was formally announced on June 5, 2007. Permission was received at the annual general meeting of the shareholders held on September 20, 2007 to repurchase a maximum of 75.6 million Ordinary Shares representing 5% of the Company‘s then outstanding share capital. The €300 million share buyback of approximately 59.5 million Ordinary Shares, representing approximately 3.8% of the Company‘s preexisting share capital, was completed in November 2007. In February 2008, the Company announced a second share buy-back program of up to €200 million worth of Ordinary Shares, which was ratified by shareholders at the annual general meeting of the shareholders held on September 18, 2008. 18.1 million Ordinary Shares were repurchased under this program at a cost of approximately €46.0 million. The Company also completed share buy-backs of €125 million in respect of 36.5 million Ordinary Shares in the 2012 fiscal year and 15 million Ordinary Shares at a cost of approximately €68 million in the 2013 fiscal year. In fiscal year 2014, 69.5 million Ordinary Shares (including just over 6.0 million ADRs) were repurchased at a cost of approximately €481.7 million. As a result, the total amount spent on the share buy-back programs to date was approximately €1,019.8 million with respect to the repurchase of 198.6 million Ordinary Shares. All Ordinary Shares (including ADRs which represent five Ordinary Shares) repurchased have been cancelled.

In April 2012, the Company held an extraordinary general meeting to authorize the Directors to repurchase Ordinary Shares and ADRs for up to 5% of the issued share capital of the Company traded on the NASDAQ. Up until April 2012, shareholders had only authorized the Directors to repurchase Ordinary Shares.

As the ADRs typically trade at a premium of up to 20% compared to Ordinary Shares, this may result in increased costs in performing share buy-backs in the future. This authority was renewed at the Annual General Meeting held on September 20, 2013. The Company completed €481.7 million in share buybacks in fiscal year 2014 and indicated on May 19, 2014 that it plans to pay a special dividend of up to €520 million in Quarter 4, fiscal year 2015, subject to shareholder approval at its annual general meeting on September 25, 2014. The Company has made no further commitments in relation to the payment of dividends, share buybacks or other shareholder distributions.

See ―Item 9. The Offer and Listing - Trading Markets and Share Prices‖ below for further information regarding share buy-backs.

–  –  –

On April 30, 2014, the Company agreed to purchase an additional 5 Boeing 737-800NG aircraft for delivery in fiscal 2016, bringing the total number of aircraft to be purchased from Boeing to 180 for delivery between fiscal years 2015 and 2019.

In addition, in June 2014 Ryanair issued €850.0 million in unsecured eurobonds with a 7 year tenor at a coupon of 1.875%, which are guaranteed by Ryanair Holdings. See ―Item 5. Operation and Financial Review and Prospects ‒ Liquidity and Capital Resources ‒ Capital Resources‖ for additional information.

Item 9. The Offer and Listing

–  –  –

The primary market for Ryanair Holdings‘ Ordinary Shares is the Irish Stock Exchange plc (the ―Irish Stock Exchange‖); Ordinary Shares are also traded on the London Stock Exchange. The Ordinary Shares were first listed for trading on the Official List of the Irish Stock Exchange on June 5, 1997 and were first admitted to the Official List of the London Stock Exchange on July 16, 1998.

ADRs, each representing five Ordinary Shares, are traded on NASDAQ. The Bank of New York Mellon is Ryanair Holdings‘ depositary for purposes of issuing ADRs evidencing the ADSs. The following tables set forth, for the periods indicated, the reported high and low closing sales prices of the ADRs on NASDAQ and for the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange, and have

been adjusted to reflect the two-for-one split of the Ordinary Shares and ADRs effected on February 26, 2007:

*All quarterly high and low prices for ADRs and Ordinary Shares in the following tables refer to calendar year quarters and not fiscal year quarters

–  –  –

2008

2009

2010

2011

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

January 31, 2014

February 28, 2014

March 31, 2014

April 30, 2014

May 31, 2014

June 30, 2014

Period ending July 18, 2014

–  –  –

2008

2009

2010

2011

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Month ending:

January 31, 2014

February 28, 2014

March 31, 2014

April 30, 2014

May 31, 2014

June 30, 2014

Period ending July 18, 2014

Since certain of the Ordinary Shares are held by brokers or other nominees, the number of direct record holders in the United States, which is reported as 55, may not be fully indicative of the number of direct beneficial owners in the United States, or of where the direct beneficial owners of such shares are resident.

In order to increase the percentage of its share capital held by EU nationals, beginning June 26, 2001, Ryanair Holdings instructed the Depositary to suspend the issuance of new ADRs in exchange for the deposit of Ordinary Shares until further notice. Therefore, holders of Ordinary Shares cannot currently convert their Ordinary Shares into ADRs. The Depositary will however convert existing ADRs into Ordinary Shares at the request of the holders of such ADRs. The Company in 2002 implemented additional measures to restrict the ability of non-EU nationals to purchase Ordinary Shares. As a result, non-EU nationals are currently effectively barred from purchasing Ordinary Shares. See ―Item 10. Additional Information—Limitations on Share Ownership by Non-EU Nationals‖ for additional information.

The Company, at its annual general meeting of the Shareholders, has, in recent years, passed a special resolution permitting the Company to engage in Ordinary Share buy-back programs subject to certain limits noted below. Since June 2007 (when the Company engaged in its first Ordinary Share buy-back program) the

Company has repurchased the following Ordinary Shares:

–  –  –

All Ordinary Shares repurchased have been cancelled.

The maximum price at which the Company may repurchase Ordinary Shares, in accordance with the listing rules of the Irish Stock Exchange and of the Financial Services Authority, is the higher of 5% above the average market value of the Company‘s Ordinary Shares for the five business days prior to the day of the repurchase and the price stipulated by Article 5(1) of Commission Regulation (EC) of December 22, 2003 (No.

2273/2003) (which is the higher of the last independent trade and the highest current independent bid on the Irish Stock Exchange). The minimum price at which the Company may repurchase Ordinary Shares is their nominal value, currently 0.635 euro cent per share.

At an extraordinary general meeting of Shareholders held on April 19, 2012, the Company obtained a new repurchase authority which enables the Company to repurchase the Company‘s ADRs which are traded on NASDAQ. The maximum price at which Ordinary Shares which underlie the Company‘s ADRs can be repurchased is 5% above one-fifth of the average market value of the Company‘s ADRs as quoted on NASDAQ, for the five business days prior to the date of purchase (as one ADS represents five Ordinary Shares). Any ADRs purchased will be converted to Ordinary Shares by the Company‘s brokers for subsequent repurchase and cancellation by the Company. During fiscal 2014, the Company repurchased 6,018,800 ADRs equivalent to 30,094,000 ordinary shares at a price per ADR of $49.01 equivalent to approximately €7.41 per ordinary share.

As of June 30, 2014, the total number of options over Ordinary Shares outstanding under all of the Company‘s share option plans was 4,814,391, representing 0.3% of the Company‘s issued share capital at that date.

Item 10. Additional Information

–  –  –



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