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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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An audit undertaken in accordance with ISAs (UK and Ireland) involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group‘s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Whilst an audit conducted in accordance with ISAs (UK and Ireland) is designed to provide reasonable assurance of identifying material misstatements or omissions it is not guaranteed to do so. Rather the auditor plans the audit to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements does not exceed materiality for the financial statements as a whole. This testing requires us to conduct significant audit work on a broad range of assets, liabilities, income and expense as well as devoting significant time of the most experienced members of the audit team, in particular the engagement partner responsible for the audit, to subjective areas of accounting and reporting.

Our report is made solely to the Company‘s members, as a body, in accordance with section 193 of the Companies Act 1990. Our audit work has been undertaken so that we might state to the Company‘s members those matters we are required to state to them in an auditor‘s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company‘s members as a body, for our audit work, for this report, or for the opinions we have formed.

Sean O’Keefe For and on behalf of KPMG Chartered Accountants, Statutory Audit Firm Dublin, Ireland As used herein, the term ―Ryanair Holdings‖ refers to Ryanair Holdings plc. The term the ―Company‖ refers to Ryanair Holdings or Ryanair Holdings together with its consolidated subsidiaries, as the context requires. The term ―Ryanair‖ refers to Ryanair Limited, a wholly owned subsidiary of Ryanair Holdings, together with its consolidated subsidiaries, unless the context requires otherwise. The term ―fiscal year‖ refers to the 12-month period ended on March 31 of the quoted year. The term ―Ordinary Shares‖ refers to the outstanding par value 0.635 euro cent per share common stock of the Company. All references to ―Ireland‖ herein are references to the Republic of Ireland. All references to the ―U.K.‖ herein are references to the United Kingdom and all references to the ―United States‖ or ―U.S.‖ herein are references to the United States of America. References to ―U.S. dollars,‖ ―dollars,‖ ―$‖ or ―U.S. cents‖ are to the currency of the United States, references to ―U.K. pound sterling,‖ ―U.K. £‖ and ―£‖ are to the currency of the U.K. and references to ―€,‖ ―euro,‖ ―euros‖ and ―euro cent‖ are to the euro, the common currency of eighteen member states of the European Union (the ―EU‖), including Ireland. Various amounts and percentages set out in this annual report on Form 20-F have been rounded and accordingly may not total.

The Company owns or otherwise has rights to the trademark Ryanair ® in certain jurisdictions. See ―Item 4. Information on the Company—Trademarks.‖ This report also makes reference to trade names and trademarks of companies other than the Company.

The Company publishes its annual and interim consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (―IASB‖). Additionally, in accordance with its legal obligation to comply with the International Accounting Standards Regulation (EC 1606 (2002)), which applies throughout the EU, the consolidated financial statements of the Company must comply with International Financial Reporting Standards as adopted by the EU.

Accordingly, the Company‘s consolidated financial statements and the selected financial data included herein comply with International Financial Reporting Standards as issued by the IASB and also International Financial Reporting Standards as adopted by the EU, in each case as in effect for the year ended and as of March 31, 2014 (collectively referred to as ―IFRS‖ throughout).

The Company publishes its consolidated financial statements in euro. Solely for the convenience of the reader, this report contains translations of certain euro amounts into U.S. dollars at specified rates. These translations should not be construed as representations that the converted amounts actually represent such U.S.

dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. Unless otherwise indicated, such U.S. dollar amounts have been translated from euro at a rate of €1.00 = $1.3777, or $1.00 = €0.7258, the official rate published by the U.S. Federal Reserve Board in its weekly ―H.10‖ release (the ―Federal Reserve Rate‖) on March 31, 2014. The Federal Reserve Rate for euro on July 18, 2014 was €1.00 = $1.3524 or $1.00 = €0.7394. See ―Item 3. Key Information—Exchange Rates‖ for information regarding historical rates of exchange relevant to the Company, and ―Item 5. Operating and Financial Review and Prospects‖ and ―Item 11. Quantitative and Qualitative Disclosures About Market Risk‖ for a discussion of the effects of changes in exchange rates on the Company.





Cautionary Statement Regarding Forward-Looking Information

Except for the historical statements and discussions contained herein, statements contained in this report constitute ―forward-looking statements‖ within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the ―Securities Act‖), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the ―Exchange Act‖). Forward-looking statements may include words such as ―expect,‖ ―estimate,‖ ―project,‖ ―anticipate,‖ ―should,‖ ―intend,‖ and similar expressions or variations on such expressions. Any filing made by the Company with the U.S. Securities and Exchange Commission (the ―SEC‖) may include forwardlooking statements. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of the Company, including statements concerning its future operating and financial performance, the Company‘s share of new and existing markets, general industry and economic trends and the Company‘s performance relative thereto and the Company‘s expectations as to requirements for capital expenditures and regulatory matters. The Company‘s business is to provide a low-fares airline service in Europe, and its outlook is predominately based on its interpretation of what it considers to be the key economic factors affecting that business and the European economy. Forward-looking statements with regard to the Company‘s business rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the Company‘s control, that could cause actual results to differ materially from such statements. It is not reasonably possible to itemize all of the many factors and specific events that could affect the outlook and results of an airline operating in the European economy. Among the factors that are subject to change and could significantly impact Ryanair‘s expected results are the airline pricing environment, fuel costs, competition from new and existing carriers, market prices for replacement aircraft and aircraft maintenance services, aircraft availability, costs associated with environmental, safety and security measures, terrorist attacks, actions of the Irish, U.K., EU and other governments and their respective regulatory agencies, fluctuations in currency exchange rates and interest rates, changes to the structure of the euro, airport handling and access charges, litigation, labor relations, the economic environment of the airline industry, the general economic environment in Ireland, the U.K. and elsewhere in Europe, the general willingness of passengers to travel, flight interruptions caused by volcanic ash emissions or other atmospheric disruptions, factors affecting the value of Ryanair‘s investment in Aer Lingus Group plc and other factors discussed herein. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS

Page PART I Item 1. Identity of Directors, Senior Management and Advisers

Item 2. Offer Statistics and Expected Timetable

Item 3. Key Information

The Company

Selected Financial Data

Exchange Rates

Selected Operating and Other Data

Risk Factors

Item 4. Information on the Company

Introduction

Strategy

Route System, Scheduling and Fares

Marketing and Advertising

Reservations on Ryanair.Com

Aircraft

Ancillary Services

Maintenance and Repairs

Safety Record

Airport Operations

Fuel

Insurance

Facilities

Trademarks

Government Regulation

Description of Property

Item 4A. Unresolved Staff Comments

Item 5. Operating and Financial Review and Prospects

History

Business Overview

Recent Operating Results

Critical Accounting Policies

Results of Operations

Fiscal Year 2014 Compared with Fiscal Year 2013

Fiscal Year 2013 Compared with Fiscal Year 2012

Seasonal Fluctuations

Recently Issued Accounting Standards

Liquidity and Capital Resources

Off-Balance Sheet Transactions

Trend Information

Inflation

Item 6. Directors, Senior Management and Employees

Directors

Executive Officers

Compensation of Directors and Executive Officers

Staff and Labor Relations

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

Related Party Transactions

Item 8. Financial Information

Consolidated Financial Statements

Other Financial Information

Significant Changes

Item 9. The Offer and Listing

Trading Markets and Share Prices

Item 10. Additional Information

Description of Capital Stock

Options to Purchase Securities from Registrant or Subsidiaries

Articles of Association

Material Contracts

Exchange Controls

Limitations On Share Ownership By Non-EU Nationals

Taxation

Documents on Display

Item 11. Quantitative and Qualitative Disclosures About Market Risk

General

Fuel Price Exposure and Hedging

Foreign Currency Exposure and Hedging

Interest Rate Exposure and Hedging

Item 12. Description of Securities Other than Equity Securities

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15. Controls and Procedures

Disclosure Controls and Procedures

Management‘s Annual Report on Internal Control Over Financial Reporting

Changes in Internal Control Over Financial Reporting

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

Item 16B. Code of Ethics

Item 16C. Principal Accountant Fees and Services

Item 16D. Exemptions from the Listing Standards for Audit Committees

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Change in Registrant‘s Certified Accountant

Item 16F.

Item 16G. Corporate Governance

Item 16H. Mine Safety Disclosure

PART III

Item 17. Financial Statements

Item 18. Financial Statements

–  –  –

Ryanair operates an ultra-low cost, scheduled airline serving short-haul, point-to-point routes largely in Europe from its 69 bases in airports across Europe, which together are referred to as ―Ryanair‘s bases of operations‖ or ―Ryanair‘s bases.‖ For a list of these bases, see ―Item 4. Information on the Company—Route System, Scheduling and Fares.‖ Ryanair pioneered the low-fares operating model in Europe in the early 1990s.

As of June 30, 2014, the Company offered over 1,600 scheduled short-haul flights per day serving approximately 186 airports largely throughout Europe, with a principal fleet of 297 Boeing 737-800 aircraft and 5 additional leased aircraft acquired on short term leases for the summer of 2014 to provide extra capacity flying approximately 1,600 routes. The Company also holds a 29.8% interest in Aer Lingus Group plc (―Aer Lingus‖), which it has acquired through market purchases following Aer Lingus‘ partial privatization in 2006. Ryanair‘s attempts to acquire the entire share capital of Aer Lingus have been blocked by the European authorities, with the latest ruling currently under appeal by Ryanair. For additional information, see ―Item 8. Financial Information—Other Financial Information—Legal Proceedings—Matters Related to Investment in Aer Lingus.‖ A detailed description of the Company‘s business can be found in ―Item 4. Information on the Company.‖

SELECTED FINANCIAL DATA



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