Non-EU Shareholders

Non-EU Shareholders

Update on EU ownership and control requirements (7 March 2025):

Ryanair lifts prohibition on non-EU nationals purchasing ordinary shares

Ryanair Holdings plc (the “Company”) must ensure continued compliance by its EU airline subsidiaries with EU Regulation 1008/2008, which requires the Company to be majority EU owned and controlled (see, for example: https://investor.ryanair.com/investors-shareholders/ownership-limitations/).

On 5 February 2002, the Company announced that all Ordinary Shares acquired in trades occurring after 7 February 2002 by parties who do not certify that they are EU nationals at the time of settlement, would be designated as Restricted Shares in accordance with the Articles of Association of the Company and the relevant investor would be required to dispose of such shares to an acquirer who is an EU national (the “Purchase Prohibition”).  Since 1 January 2021, as a consequence of Brexit, the Purchase Prohibition has also applied to UK nationals.

On 29 December 2020, the Company announced that from 1 January 2021 all Ordinary Shares and Depositary Shares held by or on behalf of non-EU nationals (including UK nationals) would be treated as Restricted Shares and that holders of Restricted Shares would not be permitted to attend, speak or vote at the Company’s general meetings in respect of those Restricted Shares (the “Voting Restrictions”).

On 12 September 2024, the Company announced that, in anticipation of reaching the threshold of 50% of issued share capital being held by EU nationals, the Company would undertake a review of its ownership and control restrictions, including engagement with investors and regulators, with a view to potentially varying the current approach in a manner that continues to ensure compliance with EU Regulation 1008/2008 (the “O&C Review”).

Following the O&C Review, as announced on 7 March 2025, the Board of the Company has resolved that it is in the best interest of the Company and shareholders as a whole to:

1) discontinue the Purchase Prohibition with immediate effect;

2) continue to apply the Voting Restrictions;

3) update the market as appropriate on the proportion of the Company’s issued share capital held by EU nationals; and

4) if required, reintroduce the Purchase Prohibition at an appropriate time to ensure that the proportion of the Company’s issued share capital held by EU nationals is at least 20%.

For the avoidance of doubt:

– both EU and non-EU nationals can now invest in Ryanair Holdings plc via Ordinary Shares listed on Euronext Dublin and/or Depositary Shares listed on Nasdaq;

– those who have received Restricted Share Notices which require them to dispose of their Restricted Shares are no longer required to comply with such disposal instructions;

– the Voting Restrictions will continue to apply until such time as the Ryanair Board determines that it is possible to vary or remove such restrictions without there being any risk to the airline licences held by the Company’s subsidiaries pursuant to EU Regulation 1008/2008;

– notwithstanding the powers vested in the chairman of general meetings of the Company pursuant to Article 41(J)(i) of the Articles of Association, the chairman will not vote any Restricted Shares at any meeting of the Company; and

– the Ryanair Board shall retain its ability to utilise all of the powers available under the Company’s Articles of Association in the face of any risk to the airline licences held by the Company’s subsidiaries pursuant to EU Regulation 1008/2008.

Q&A

  • Pursuant to Article 41(J) of Ryanair’s Articles of Association, non-EU shareholders are not permitted to attend, speak or vote at shareholders’ meetings.
  • Without implementing the above measures (as announced on 11 March 2019, 29 December 2020 and 7 March 2025), Ryanair would have ceased to comply with EU Regulation 1008/2008, meaning our EU airline licences would have been at risk.
  • EU law requires Ryanair to be majority owned and controlled by EU nationals. EU nationals for the purposes of Article 4 of EU Regulation 1008/2008 are the nationals of the member states of the European Union and of Switzerland, Norway, Iceland and Liechtenstein. As a result of Brexit, with effect from 1 January 2021, UK nationals ceased to qualify as EU nationals.  Consequently, UK nationals, along with all other non-EU nationals, have not been permitted since 1 January 2021 to attend, speak or vote at Ryanair’s shareholder meetings.
  • Following the completion of the review announced on 12 September 2024, the Board decided on 7 March 2025 to discontinue the purchase prohibition but to maintain the voting restrictions in respect of shares owned by non-EU nationals. This decision will enhance shareholder flexibility while maintaining compliance with the requirements of EU airline licences held by the Group’s 4 EU airlines. Ryanair will continue to monitor the proportion of shares held by non-EU nationals and may need to re-introduce the purchase prohibition in the future to ensure that the proportion of the Company’s issued share capital held by EU nationals is at least 20%.
  • Those who have received Restricted Share Notices in respect of Ordinary Shares acquired on or before 7 March 2025, which require them to dispose of their Restricted Shares, are no longer required to comply with such disposal instructions.
  • However, if you are a non-EU shareholder, you are not permitted to attend, speak or vote at shareholders’ meetings in respect of those Ordinary Shares.
  • No, Ryanair only has one class of shares in issue – ordinary shares.
  • Non-EU nationals are not allowed to vote their ordinary shares post Brexit, but EU nationals are still allowed to vote their ordinary shares.
  • Where a non-EU national disposes of their ordinary shares to an EU national, the EU national will be entitled to vote in respect of the acquired ordinary shares.
  • ADSs represent ordinary shares. ADSs which are owned by non-EU nationals are therefore also prohibited from voting as of 1 January 2021.
  • Restricting the voting rights of non-EU shareholders and continuing the prohibition on the sale of ordinary shares to non-EU nationals, are the fairest and most appropriate measures to maintain our regulatory compliance while protecting the value of our shareholders’ investment in Ryanair.
  • You are free to sell your Ordinary Shares or ADRs at any time.
  • No, the above measures require a Board decision and not a shareholder vote.
  • In December 2020, Ryanair’s shareholders approved the migration of its Ordinary Shares from the CREST system to the Euroclear Bank system for the purposes of electronic settlement (the “Migration”). The Migration occurred for all Irish listed PLCs over the weekend of 12 – 15 March 2021.
  • Following the Migration, migrating shares are automatically held via CREST depository interests (“CDIs”) in the CREST system, unless shareholders take steps to hold their interest via Belgian law rights by becoming a participant in Euroclear Bank (an “EB Participant”), or appointing an EB Participant to hold the Belgian law rights on their behalf.

Nationality Position for CDI holders

  • If, following Migration, you continue to hold your interest in Ryanair shares via CDIs in the CREST system then your nationality position(s) immediately prior to Migration remain(s) unchanged and no further action is required in relation to your nationality position(s). Any restrictions on your shares in force prior to Migration due to your nationality position continue to apply.

Nationality Position for EB Participants

  • If, following Migration you wish to hold your interest in Ryanair shares via Belgian law rights in the Euroclear System, you must transfer your interest(s) in Ryanair shares from a CDI position in CREST to an EB Participant account. In making such a transfer you will be required to declare your nationality as transferor (in CREST) and transferee (in Euroclear Bank).
    • Single nationality: Where your total holding of Shares currently comprises a single nationality position, this nationality position will be reflected in the Euroclear System when you become (or appoint) an EB Participant.
    • Multiple nationalities: Where your total holding of Ryanair shares currently comprises more than one nationality position, to ensure the nationality position is correctly reflected in the Euroclear System, you will need to input separate instructions for each nationality position comprising your total holding when you become (or appoint) an EB Participant.
  • It is important that you ensure that the information provided pursuant to a nationality declaration form is correct and that a nationality declaration is provided in respect of each different nationality position. Where you input a non-EU held position, such Ryanair shares will become restricted shares in the usual way.
  • Consult your broker or other independent professional adviser if you have queries as to how to hold your Ryanair shares following Migration, and/or in respect of your nationality declarations.
  • You can sell your Ordinary Shares and purchase existing American Depositary Shares (ADSs) (which are evidenced by American Depositary Receipts (ADRs)).  Ryanair’s ADS programme currently accounts for over 40% of the Company’s issued share capital and is the largest amongst EU airlines.  However, since June 2001 Ryanair has not allowed conversion of Ordinary Shares into new ADSs (i.e., the books for issuances of new ADSs remain closed) so as to ensure that the ADS programme does not grow to a level that could jeopardise EU airline licences held by the Company’s subsidiaries.  This concern remains valid following the Company’s decision on 7 March 2025 to lift purchase restrictions on non-EU nationals in respect of Ordinary Shares, which means that non-EU nationals can freely trade in the existing ADSs as well as Ordinary Shares.
  • Following the Company’s decision on 7 March 2025 to lift purchase restrictions on non-EU nationals in respect of Ordinary Shares, both EU and non-EU nationals who wish to convert their American Depositary Shares (ADSs) into Ordinary Shares can do so by surrendering their ADSs at the depositary (BNY) and withdrawing the Ordinary Shares represented thereby.  Once withdrawn, holders will not be able to re-convert their Ordinary Shares into ADSs.