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Ryanair Holdings - AGM 19 September 2019

Hard Brexit Loss of Voting Rights

The Company provides that in the event of a hard or no-deal Brexit, UK shareholders will lose the voting rights of their shares, as the Company must be controlled by EU shareholders at all times to comply with its licences. In the meantime, the Company has applied for a UK Air Operator Certificate which it received in December 2018. Depending on the outcome of Brexit negotiations, there may be no flights, for an unknown period, between the UK and the EU. This may lead to the Company temporarily relocating its UK based aircraft (approximately 22% of its current fleet) to alternative European bases.

Board Changes

David Bonderman, Chairman since 1996, has announced that he will leave the Board in summer 2020. We remind that on 4 September 2018, the International Transport Workers’ Federation (ITF) and European Transport Workers’ Federation (ETF) wrote to shareholders, calling on them to oppose the re-election of the Chairman and to overhaul the Company’s corporate governance practices, in particular to appoint new leadership.   Stan McCarthy will be the new Chairman.

Item 3a: Re-elect the Chairman

ECGS has recommended opposition to the re-election of the Chairman on the basis of time commitments.

 Item 4: Authorise the board to approve the auditor's remuneration.

The three-year aggregate fees exceed guidelines. In addition, as the auditors are not standing for election, we note that KPMG has been auditors to the Company since its incorporation in 1985, which exceeds ECGS guidelines. The rotation of the auditors can be an important measure for improved corporate governance.

 Item 8: 2019 Long Term Incentive Plan

The company’s disclosure is quite poor and does not allow shareholder to estimate whether performance conditions presented will be the ones implemented and whether they are sufficiently challenging.

Ryanair Holdings PLC

Ryanair Holdings is a holding company. Through its subsidiaries, Co. operates an ultra-low cost, scheduled-passenger airline serving short-haul, point-to-point routes between Ireland, the U.K., Continental Europe, and Morocco. Co. offers over 2,000 scheduled short-haul flights per day serving approximately 210 airports throughout Europe, and flying approximately 1,600 routes. In addition, Co. provides various ancillary services and engages in other activities connected with its core air passenger service, including non-flight scheduled services, Internet-related services, and the in-flight sale of beverages, food, and merchandise.


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