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(a) on the exercise of any option in accordance with the provisions of the existing Ryanair Holdings plc Share Option Plans of 2000 & 2003;
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(b) in connection with a rights issue; and
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(c) otherwise than in pursuance of (a) and (b) above, up to an aggregate nominal value of the greater of €457,411 or 5% of the then issued share capital of the Company.
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1. To receive and consider the accounts for the year ended March 31, 2012 and the reports of the Directors and Auditors thereon.
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2. To declare an ordinary dividend of €0.34 per Ordinary Share to be paid in November 2012.
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3. To re-elect the following Directors who retire in accordance with the Company's Articles of Association, and being eligible, offer themselves for re-election:
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(a) Michael Horgan
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(b) Kyran McLaughlin
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4. To authorise the Directors to fix the remuneration of the Auditors.
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To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
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5. "That the Directors be and they are hereby generally and unconditionally authorised in substitution for all existing authorities to exercise all powers of the Company to allot and issue all relevant securities (as defined by Section 20 of the Companies (Amendment) Act, 1983 (the "1983 Act") up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company at the conclusion of this meeting, and the authority hereby conferred shall expire at the close of business on September 20, 2017 unless previously renewed, varied or revoked by the Company in general meeting provided however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."
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6. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:-
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(a) on the exercise of any option granted pursuant to the Ryanair Holdings plc Share Option Plans of 2000 & 2003;
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(b) in connection with a rights issue where the equity securities are offered to shareholders proportionately to the respective numbers of shares held by such shareholders but subject to such exclusions as the Directors
may deem fit to deal with fractional entitlements or legal and practical problems arising in or in respect of any overseas territory; and
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(c) otherwise than in pursuance of (a) or (b) above, up to an aggregate nominal value of the greater of €457,411 or 5% of the issued share capital of the Company,
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7. To consider and if thought fit pass the following Resolution as a Special Resolution:-
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(i) the maximum aggregate number of shares authorised to be acquired pursuant to this resolution shall not exceed 72.03 million Ordinary Shares;
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(ii) the minimum price (exclusive of expenses) which may be paid for any such Ordinary Share shall be an amount equal to the nominal value thereof;
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(iii) the maximum price (exclusive of expenses) which may be paid for any such Ordinary Share shall not exceed the higher of:
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(iv) for the purpose of sub-paragraph (iii)(B), "Relevant Price" means, in respect of the purchase of Ordinary Shares traded on the Irish Stock Exchange or the London Stock Exchange, on any business day on which there shall
be a dealing in the Ordinary Shares on the Irish Stock Exchange (or any successor thereto) in respect of shares of the same class, the official closing price in respect of such shares as published in the Irish Stock Exchange
Daily Official List or any successor publications thereto (the "ISE List") and, in respect of any business day on which there shall be no such dealing, the ISE Closing Mid-Market Price as derived from the ISE List;
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(v) for the purpose of sub-paragraph (iii)(B), "Relevant Price" means, in respect of the purchase of Ordinary Shares underlying American Depositary Shares traded on NASDAQ, on any business day on which there shall be
a dealing in ADSs on NASDAQ (or any successor thereto), one-fifth of the NASDAQ Official Close Price in respect of such ADSs as published by NASDAQ (or its equivalent if such a price is no longer published
by NASDAQ) and, in respect of any business day on which there shall be no such dealing, one-fifth of the NASDAQ Official Open Price in respect of such ADSs on that day as published by NASDAQ (or its equivalent
if such a price is no longer published by NASDAQ);
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(vi) PROVIDED THAT if no ISE Closing Mid-Market Price is available on the Irish Stock Exchange, for the purposes of (iv) above for any particular day, then that day shall not count as one of the said five (5) business days for
the purpose of determining the Relevant Price, and, at the discretion of the Directors, either another business day preceding the day of purchase of the shares on which such a price is available shall be substituted for such
day, or the number of business days by reference to which the Relevant Price is to be calculated shall be reduced accordingly. If the means of providing the foregoing information as to dealings and prices, by reference to
which the maximum price is to be determined, is altered or is replaced by some other means, then the maximum price shall be determined on the basis of the equivalent (as nearly as practicable) information published by the
relevant authority in relation to dealings or, if no such information is available, by such other method as the Directors shall determine to be fair and reasonable;
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(vii) for the purposes of this resolution the "ISE Closing Mid-Market Price" shall be the average of the closing best bid and the closing best offer as published on the ISE List; and
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(viii) This authority will expire on the earlier of the date of the next Annual General Meeting or 15 months from the date of the passing of this resolution, unless previously varied, revoked or renewed in accordance with the
provisions of Section 215 of the Companies Act, 1990. The Company or any subsidiary may before such expiry enter into a contract for the purchase of Ordinary Shares which would or might be wholly or partly executed
after such expiry and may complete any such contract as if the authority conferred hereby had not expired."
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1. Only persons registered in the Register of Members of the Company (or their duly appointed proxies or representatives), at 6.00 p.m. on Wednesday, September 19, 2012 or, if the Annual General Meeting is adjourned, 48 hours
(occurring on working days only) before the time appointed for the adjournment (the "record date"), shall be entitled to attend, speak, ask questions and vote at the Annual General Meeting in respect of the number of shares
registered in their name at the record date. Changes to the Register after the record date shall be disregarded in determining the right of any person to attend and/or vote at the Annual General Meeting or any adjournment thereof.
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2. Any member of the Company attending the Annual General Meeting has the right to ask questions related to items on the agenda of the Annual General Meeting and to have these questions answered by the Company subject
to any reasonable measures the Company may take to ensure the proper identification of the member and provided:
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a. answering the question does not unduly interfere with preparation for the Annual General Meeting or the confidentiality and business interests of the Company; or
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b. the question has not already been answered on the company's website in a questions and answers format; or
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c. the Chairman of the Annual General Meeting is satisfied that answering the question will not interfere with the good order of the Annual General Meeting.
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3. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy as an alternate to attend, speak and vote instead of him/her and may appoint more than one proxy to attend on the same
occasion in respect of shares held in different securities accounts. A proxy need not be a member of the Company. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the
Meeting or at any adjournment thereof.
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4. A form of proxy is enclosed with this Notice. To be effective, the form of proxy duly completed and signed together with any authority under which it is executed or a copy of such authority certified notarially must be deposited
at the offices of the Company's Registrar, Capita Registrars (Ireland) Limited, Unit 5 Manor Street Business Park, Manor Street, Dublin 7, Ireland, or by post to P.O. Box 7117, Dublin 2, Ireland, in either case not less than 48 hours
before the time appointed for the Annual General Meeting or any adjournment thereof.
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5. In addition to note 4 above and subject to the Articles of Association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any
adjournment thereof the appointment of a proxy form may also:
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a. be submitted by fax to +353 (1) 8102422, provided it is received in legible form; or
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b. be submitted electronically, via the internet by accessing the Company's Registrar's website
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www.capitaregistrars.ie, selecting <Shareholder Portal> and following the instructions thereon; or
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c. be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Submissions through CREST must be completed in accordance with
the procedures specified in the CREST Manual and received by the Registrar under CREST Participant ID 7RA08.
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6. The Form of Proxy for corporations must be executed under its common seal, signed on its behalf by a duly authorised officer or attorney and submitted in accordance with either note 4 or note 5 above.
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7. Any member(s), holding at least 3% of the Company's issued share capital, representing at least 3% of the voting rights, may put an item on the agenda of an Annual General Meeting provided that such item is accompanied
by reasons justifying its inclusion or the full text of any draft resolution proposed to be adopted at the Annual General Meeting. A request by a member to put an item on the agenda or to table a draft resolution at an Annual
General Meeting shall be received by the company in hardcopy form or in electronic form at least 42 days before the Annual General Meeting to which it relates. Member(s) holding at least 3% of the Company's issued share
capital, representing at least 3% of the voting rights, may also table a draft resolution for an item on the agenda of a general meeting.
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8. Where shares are jointly held, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other registered holder(s) of the share(s) and for this purpose
seniority shall be determined by the order in which the names stand in the Register of Members.
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9. Where a poll is taken at an Annual General Meeting any shareholder, present or by proxy, holding more than one share is not obliged to cast all his/her votes in the same way.
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10. Copies of the Directors' service contracts with the Company are available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded)
from the date of this Notice until the conclusion of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting.
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11. Information regarding the Annual General Meeting including a copy of this Notice, details of the total number of shares and voting rights at the date of this Notice, and copies of documentation relating to the 2012 Annual
General Meeting, including proxy forms and draft resolutions, are available on Ryanair's website, www.ryanair.com.
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RYANAIR HOLDINGS PLC
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By:___/s/ Juliusz Komorek____
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Juliusz Komorek
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Company Secretary
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