Ryanair Holdings plc Annual Report 2015

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FY2015 Annual Report · Ryanair Holdings plc

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CONTENTS

2 Financial Highlights

4 Chairman’s Report

6 Chief Executive’s Report

9 Summary Operating and Financial Overview

11 Directors’ Report

15 Corporate Governance Report

30 Environmental and Social Report

33 Report of the Remuneration Committee on Directors’ Remuneration

34 Statement of Directors’ Responsibilities

Independent Auditor’s Report

41 Presentation of Financial and Certain Other Information

43 Detailed Index*

46 Key Information

51 Principle Risks and Uncertainties

Information on the Company

94 Operating and Financial Review

99 Critical Accounting Policies

114 Directors, Senior Management and Employees

122 Major Shareholders and Related Party Transactions

123 Financial Information

135 Additional Information

146 Quantitative and Qualitative Disclosures About Market Risk

151 Controls and Procedures

156 Consolidated Financial Statements

214 Company Financial Statements

220 Directors and Other Information

221 Appendix

*See Index on page 43 and 44 for detailed table of contents.

Information on the Company is available online via the Internet at our website, www.ryanair.com.
Information on our website does not constitute part of this Annual Report. This Annual Report and our 20-F
are available on our website.

Financial Highlights

Operating revenue

Net profit after tax

Basic EPS (in euro cent)

2015
€M

2014
€M

Change

5,654.0

5,036.7

+12%

866.7

62.59

522.8

+66%

36.96

+69%

Adjusted profit above for year ended March 31, 2012 excludes a one off release of ticket sales revenue of €57.8
million and for year ended March 31, 2011 excludes estimated costs of €26.1 million relating to volcanic ash disruptions in
the year. Adjusted profit for the year ended March 31, 2010 excludes an impairment charge of €13.5m on our investment
in Aer Lingus and for year ended March 31, 2009 excludes €51.6 million relating to accelerated depreciation on aircraft
disposals and a further €222.5 million write down of our investment in Aer Lingus.

Key Statistics

Scheduled passengers

Year-end Fleet

Average staff

Passengers per staff member (avg.)

2015 2014 Change

90.6m

81.7m

+11%

308

9,586

9,451

297

9,501

+4%

+1%

8,599

+10%

Chairman’s Report

Dear Shareholder,

I am pleased to report a 66% increase in profit after tax to €867m last year. This strong performance was driven
by an 11% increase in customers, a 5% point increase in our load factor to 88% and strong cost discipline in the
business.

Highlights of the year include:

 Traffic grew 11% to 90.6m as load factor increased from 83% to 88%

 Year 1 of Ryanair’s “Always Getting Better” (AGB) customer experience program delivered

 We opened 8 new bases and 143 new routes



200 Boeing 737-Max-200’s ordered for delivery from 2019 to 2023

2 eurobonds issued with a cumulative value of €1.7bn

€520m special dividend in February 2015 and €400m on share buyback program completed by August
2015.

Ryanair’s lower fares and industry leading punctuality, coupled with significant customer experience
enhancements under our “AGB” program, helped drive strong growth. As a result, we welcomed 90.6m
customers as load factors increased from 83% to 88%. At the same time, we maintained our relentless focus on
costs and I am pleased to report that, despite the fact we grew significantly at more expensive primary airports
this year, our unit costs fell by 5%. For the first time in many years, we saw a reduction in our fuel bill as the
cost of fuel per passenger dropped by 10%. As we move into 2016, our fuel is 90% hedged at prices that will
deliver further unit cost savings on fuel.

In September 2014, as well as taking the first delivery under our 2013 Boeing 737-800 contract, we became the
launch customer for the Boeing 737-MAX-200 with an order for up to 200 (100 firm and 100 options). These
aircraft, which will deliver between 2019 and 2023, have eight more seats than our existing fleet (197 versus
189). They are equipped with CFM LEAP-1B engines and the latest technology winglets and will be
approximately 18% more fuel efficient (per seat) than our existing fleet. The MAX-200 aircraft is clearly a
“gamechanger” when it comes to the management of costs and revenue opportunities and will facilitate our
growth to 160m customers by the end of 2024.

Following on from the success of our debut bond issue in June 2014, when we issued an €850 million seven
year, unsecured, eurobond at a coupon of 1.875%, we launched our second issue in March 2015. This
unsecured eurobond, also for €850 million, has a tenor of 8 years and a coupon of just 1.125%. The low-cost
finance raised under our EMTN eurobond programme will help fund our growth as we purchase over 380
aircraft during the period to 2024.

In 2013 we announced a plan to distribute up to €1 billion to our shareholders over a two year period. In fiscal
2014 we returned €482m via share buybacks and in February 2015 we paid a €520m special dividend. We also
announced, in February 2015, a €400m share buyback which will be completed in August 2015. Following this
buyback, we will have returned almost €3bn to our shareholders since 2008 by way of six share buybacks and 3
special dividends.

The past year has seen a significant rebound in our profitability and considerable improvements in our product
and services. I would like to extend my thanks to the extraordinary 9,500 aviation professionals at Ryanair who
continue to work hard on behalf of our shareholders to deliver a strong financial performance while at the same
time delivering the lowest fares, the best on time performance, a leading customer service and above all a 30
year safety programme for our 100m plus customers.

Yours sincerely,

David Bonderman
Chairman

Chief Executive’s Report

Dear Shareholders,

We are pleased to present Ryanair’s 2015 Annual Report. In 2015 we delivered a record 66% increase in
profits, from €523m in FY2014 to €867m this year. We are pleased that most of this growth came from lower
operating costs (including fuel) while our average fares remained relatively flat. We intend to keep our fares low
while competitors are raising prices, as this will underpin strong traffic growth over the coming years. Last year
Ryanair opened 143 new routes, and 8 new bases.

30 Years of Low Fares in Europe

Since we are Europe’s favourite airline, and the world’s largest international carrier, this is a year of celebration
and growth. We mark our 30th birthday this summer (our inaugural flight took off from Waterford to London
Gatwick on 8 July 1985) and over the year we hope to carry over 100m customers who will save over €11billion
by choosing Ryanair over the higher fares of other European airlines. Last year Ryanair’s unique low fare/low
cost business model was significantly improved by our “Always Getting Better” (AGB) program which saw our
traffic grow 11% to 90.6m customers, our load factor jump 5% points to 88%, and our customer satisfaction and
brand reputation improve significantly.

New Aircraft Orders and Eurobond Financing

In March 2013 we announced an order for 180 new B737-800 NG aircraft with our partner Boeing. The first of
these units delivered in Sept 2014 and will continue until the end of 2018. With end of line pricing and
advantageous US$ hedges (in 2013) these aircraft will lower our operating costs for the next 5 years and will
allow Ryanair to grow strongly.

Our partners Boeing have redesigned and improved the B-737, and we are delighted to be selected as the launch
customer of Boeing’s new 737 MAX 200 aircraft which we call “The Gamechanger”. We placed orders for 100
firm and 100 option units. These aircraft which deliver from Sept 2019, will offer 197 seats (8 more than our
NG’s) which will help us lower fares by 4% for all customers. They also have new CFM LEAP 1B engines,
which will reduce fuel consumption by approx. 18% per seat. This combination of weaker US$ rates, more seats
and efficient engines will significantly reduce our operating costs from 2019 onwards. If we take delivery of all
200 “Gamechanger” aircraft, and assume a reasonable rate of retirements, our fleet growth will allow Ryanair to
carry more than 160m customer’s p.a. by FY 2024.

We know our customers will enjoy flying on these aircraft which will feature new Boeing Sky Interiors with
roomier, more modern cabins, LED lighting, and slimline seats which offer more comfort and leg room, while
adding 8 more seats, and lowering air fares to save our customers even more money.

Last year Ryanair issued our first two Eurobonds. The first unsecured Eurobond (June 2014) raised €850m at a
coupon of 1.875% p.a. Then in March 2015 we raised another €850m at a coupon of just 1.125% p.a. These
unsecured Eurobonds will materially lower our aircraft financing costs.

“Always Getting Better” (AGB)

In September 2013, Ryanair announced our AGB customer experience program. This strategy committed the
entire business from our board, management team and 9,500 aviation professionals to listen to our customers,
fix the things they don’t like, improve the inflight experience, transform our digital platform, and introduce new
services, but without compromising our low fares and on time flights which our customers love.

We continue to listen and respond to customer feedback using our “Tell MOL” website. We changed policies
which were previously tablets of stone for over two decades. Customers wanted allocated seating and a free
second carry-on bag, so we introduced them. We cut some airport and bag fees, improved our website, launched
a new mobile app, introduced “quiet flights”, designed new Business Plus, and Family Extra products, returned
to GDS distribution and relationships with Corporate Travel Agents. We also opened a Groups travel
department which is on track to deliver sales of over €25m in its first year.

Year 1 of our AGB program has been so successful that we extended it to a 3 year program of continuous
listening and improving our customer experience. In year 2, we launched a US website, a new customer charter,
and we further cut airport bags and sports equipment fees. Later this year we will deliver an improved mobile
app, desktop and tablet site which will give customers a personalised digital experience. Customers will also
enjoy new aircraft interiors, new crew uniforms, healthy inflight menus and we will even drop our famous “on
time” bugle and replace it with something new!

AGB remains our unrelenting commitment to lower costs and keeping Ryanair’s fares low while our
competitors raise prices. Our budget next year assumes fares will fall by 2% to 4% as we pass on lower oil
prices, and financing to deliver more value for customers, especially as our service improves at every touch
point from booking, to check in, to boarding, and inflight.

New Routes and Bases

One of the significant developments over the past 18 months under AGB has been our many new bases at
primary airports including Athens, Bratislava, Brussels, Cologne, Gdansk, Glasgow, Lisbon, Rome,
Thessaloniki and Warsaw. At some of these cities we also operate to the secondary airport, but our experience
has shown that our low fares and business schedules at the primary airports, allows us to win significant new
traffic from incumbent competitors.

There is a growing trend of primary airports in Europe suffering traffic declines as their incumbent carriers
report losses and restructure. These airports are incentivising Ryanair to open new routes/bases and deliver them
traffic growth. We see this continuing especially in Central Europe, Germany, Italy, Spain and the UK which is
why we expect our combination of lower fares and “AGB” customer service will maintain strong traffic growth
at both primary and secondary airports to justify our order for up to 380 new Boeing 737 aircraft.

Digital

The development of our Ryanair Labs digital innovation team accelerated last year. In July 2014 we released
our first native Mobile app which has been a great success with over 6m downloads to date. We transformed our
website in Sept 2014 and since then have continuously improved it, by making it faster and easier for customers
to find flights, check prices, book ancillary services and manage their bookings.

The pace and scale of Ryanair Labs development continues. In May 2015 we released a 5th upgrade of our
mobile app which includes new ancillary products, flight info, check in, mobile boarding passes and optional
services such as reserved seats, checked bags etc. In October we plan to release a new personalised website
which will be tailored to meet individual customers needs and travel preferences. This will enable customers
registered on “My Ryanair” to make bookings in just three clicks if they so wish.

Our new website, which will be designed to fit desktop, tablets, and mobile devices will also allow us to offer
tailored services and benefits at all stages of each customers journey, and will also allow customers to directly
feedback flight reviews, complaints and compliments. In time, we expect Ryanair.com will develop from being
Europe’s largest travel website to being its leading digital platform for all products and services relating to travel
and tourism.

Our People

Over the past year Ryanair has created almost 1,000 new jobs as our headcount rose to 9,500 highly skilled
aviation professionals. We’re delighted that over 750 of our outstanding team were promoted to more senior
positions. We welcomed over 200 new people to the Ryanair Labs team where they are doing cutting edge
digital development to make Ryanair.com Europe’s “go-to” travel platform.
Ryanair’s growth is generating thousands of new jobs in Europe’s tourism industry. Airport statistics suggest
that approx. 1,000 new jobs are created for every 1m international passengers at Europe’s airports. As we grow
from 100m to 160m customer’s p.a. over the next 8 years, Ryanair will be directly responsible for creating over
66,000 new jobs in Europe tourism.

At a time when many European economies are struggling with high youth unemployment, we urge European
governments and institutions to support low fare airline growth, so that together we can get Europe’s young
people, especially Greece, Italy and Spain well-paid jobs in our tourism industry.

Our Shareholders

This past year was a rewarding one for our shareholders, who continue to enjoy industry leading returns. In Feb
we paid our 3rd special dividend of €520m (€0.375 per share) and shortly after we commenced our 6 th share
buyback of €400m which we expect to conclude in August. This latest buyback when completed, means we
have returned over €2.9bn to shareholders over the past 8 years, an impressive 5 times the €560m we originally
raised when we floated in 1997 and in 2 subsequent secondary issues.

I hope that our long standing and loyal shareholder base will continue to enjoy superior returns on their
investment over the coming year, as we continue to grow our low fare model safely and in the best interests of
our customers, our people and our shareholders.

Yours sincerely,

Michael O’Leary
Chief Executive

Summary Operating and Financial Overview

Consolidated Income Statement Data

IFRS
Year
Ended
Mar 31,
2015
€M

IFRS
Year
Ended
Mar 31,
2014
€M

Operating revenues
Scheduled revenues ...............................................................................
Ancillary revenues .................................................................................
Total operating revenues- continuing operations

4,260.3
1,393.7
5,654.0

3,789.5
1,247.2
5,036.7

Operating expenses
Fuel and oil ........................................................................................... .
Airport and handling charges ................................................................ .
Route charges ....................................................................................... .
Staff costs ............................................................................................. .
Depreciation ..........................................................................................
Marketing, distribution & other ............................................................ .
Maintenance, materials and repairs .......................................................
Aircraft rentals ...................................................................................... .
Total operating expenses

1,992.1
712.8
547.4
502.9
377.7
233.9
134.9
109.4
4,611.1

2,013.1
617.2
522.0
463.6
351.8
192.8
116.1
101.5
4,378.1

Operating profit – continuing operations

1,042.9

658.6

Other income / (expense)
Finance expense .....................................................................................
Finance income ......................................................................................
Foreign exchange (loss)/gain .................................................................
Total other expense

Profit before tax

Tax expense on profit on ordinary activities..........................................

Profit for the period - all attributable to equity holders of parent

Earnings per ordinary share (in € cent)
Basic ......................................................................................................
Diluted ...................................................................................................
Weighted avg. no. of ordinary shares (in M’s)
Basic ......................................................................................................
Diluted ...................................................................................................

(74.2)
17.9
(4.2)
(60.5)

982.4

(115.7)

866.7

(83.2)
16.5
(0.5)
(67.2)

591.4

(68.6)

522.8

62.59
62.46

36.96
36.86

1,384.7
1,387.6

1,414.6
1,418.2

Summary year ended March 31, 2015

Profit after tax increased by 66% to €866.7 million compared to €522.8 million in the year ended March
31, 2014, primarily due to a 1% increase in average fares, an 11% increase in traffic, a stronger load factor (up
5 points to 88%) and 11% fuel savings per passenger. Total operating revenues increased by 12% to €5,654.0
million, primarily due to a 12% increase in scheduled revenues to €4,260.3 million, driven by the 1% increase in
average fare, aided by the timing of Easter in the first quarter and its absence in the prior year comparative,
along with a 5 percentage point increase in load factor.

Total revenue per passenger rose by 1%, primarily due to the strong growth in scheduled revenues.

Total operating expenses increased by 5% to €4,611.1 million, due to the increased costs associated with
the growth of the airline offset by a 1% reduction in fuel costs. Unit costs excluding fuel remained flat,
however, including fuel unit costs fell by 5%.

Operating margin as a result of the above, increased by 6 points to 18% whilst operating profit

increased by 58% to €1,042.9 million.

Basic earnings per share for the year were 62.59 euro cent compared to basic earnings per share of 36.96

euro cent at March 31, 2014.

N REPORT & F NANCIAL STATE MENTS 2007
Introduction

Directors’ Report

The directors present their Annual Report and audited consolidated and company financial statements of
Ryanair Holdings plc (“the Company”) a public limited company incorporated in the Republic of Ireland, and its
subsidiary undertakings (with the company and the subsidiaries being together “the Group”) for the year ended
31 March 2015.

Review of business activities and future developments in the business

The Company operates an ultra low fares airline business and plans to continue to develop this activity
by expanding its successful low fares formula on new and existing routes. Information on the Company is set
out on pages 68 to 93 of the Annual Report. A review of the Company’s operations for the year is set out on
pages 94 to 113 of the Annual Report.

Results for the year

Details of the results for the year are set out in the consolidated income statement on page 157 of the

Annual Report and in the related notes to the financial statements.

Principle risks and uncertainties

Details of the principle risks and uncertainties facing the Company are set forth on pages 51 to 65 of the

Annual Report.

Key performance indicators

Details of the key performance indicators relevant to the business are set forth on pages 50; 68 to 93; and

94 to 113 of the Annual Report.

Financial risk management

Details of the Company’s financial risk management objectives and policies and exposures to market risk

are set forth in Note 11 on pages 183 to 194 of the consolidated financial statements.

Share capital

The number of ordinary shares in issue at March 31, 2015 was 1,377,661,859 (2014: 1,383,237,668;
2013: 1,447,051,752). Details of the classes of shares in issue and the related rights and obligations are more
fully set out in Note 15 on pages 197 of the consolidated financial statements.

Accounting records

The directors believe that they have complied with the requirements of Section 281 of the Companies
Act, 2014 with regard to adequate accounting records by employing financial personnel with appropriate
expertise and by providing adequate resources to the financial function. The accounting records of the
Company are maintained at its registered office, Ryanair, Dublin Office, Airside Business Park, Swords, Co.
Dublin, Ireland.

Company information

The Company was incorporated on August 23, 1996 with a registered number of 249885. It is domiciled
in the Republic of Ireland and has its registered offices at Ryanair, Dublin Office, Airside Business Park,
Swords, Co. Dublin, Ireland. It is a public limited company and operates under the laws of Ireland.

Staff

At March 31, 2015, the Company had a team of 9,393 people. This compares to 8,992 people at March

31, 2014 and 9,137 people at March 31, 2013.

Substantial interests in share capital

Details of substantial interests in the share capital of the Company which represent more than 3% of the
issued share capital are set forth on page 122 of the Annual Report. At March 31, 2015 the free float in shares
was 96%.

Directors and company secretary

The names of the directors are listed on pages 114 and 115 of the Annual Report. The name of the
company secretary is listed on page 119 of the Annual Report. Details of the appointment and re-election of
directors are set forth on page 17 of the Annual Report.

Interests of directors and company secretary

The directors and company secretary who held office at March 31, 2015 had no interests other than those
outlined in Note 19 on page 202 of the consolidated financial statements in the shares of the Company or other
group companies.

Directors’ and senior executives’ remuneration

The Company’s policy on senior executive remuneration is to reward its executives competitively,
having regard to the comparative marketplace in Ireland and the United Kingdom, in order to ensure that they
are properly motivated to perform in the best interests of the shareholders. Details of total remuneration paid
to senior key management (defined as the executive team reporting to the Board of Directors) and the directors
is set out in Note 27 on page 213 of the consolidated financial statements.

Executive director’s service contract

In October 2014, Michael O’Leary (Chief Executive Officer) signed a new 5 year contract which
commits him to the Company until September 2019. This new contract replaces a rolling 12 month
arrangement under which Mr. O’Leary has worked as Chief Executive of the airline since Ryanair Holdings
Plc first floated in 1997. Mr. O’Leary is subject to a covenant not to compete with the Company within the
EU for a period of two years after the termination of his employment with the Company. Mr. O’Leary’s
employment agreement does not contain provisions providing for compensation on its termination.

Dividend policy

Details of the Company’s dividend policy are disclosed on page 130 of the Annual Report.

Share buy-back

In the year ended March 31, 2015 the Company bought back 10.9 million ordinary shares at a total cost of
€112.0 million under its €400.0 million ordinary share buy-back program which commenced in February 2015.
This was equivalent to approximately 0.8% of the Company’s issued share capital. 10.6 million of these
ordinary shares repurchased were cancelled at March 31, 2015. The remaining 0.3 million shares were cancelled
on April 1, 2015. Accordingly, share capital decreased by 10.6 million ordinary shares with a nominal value of
€0.1 million and other undenominated capital increased by a corresponding €0.1 million.

In the year ended March 31, 2014 the Company bought back 69.5 million ordinary shares (including just
over 6.0 million American Depositary Receipts (ADR’s), which each represented five ordinary shares) at a
total cost of €481.7 million. This is equivalent to approximately 4.8% of the Company’s issued share capital at
March 31, 2013. All ordinary shares repurchased were cancelled. Accordingly, share capital decreased by 69.5
million ordinary shares with a nominal value of €0.4 million and other undenominated capital increased by a
corresponding €0.4 million. Other undenominated capital is required to be created under Irish law to preserve
permanent capital in the Parent Company.

Accountability and audit

The directors have set out their responsibility for the preparation of the financial statements on page 34 to
35. They have also considered the going concern position of the Company and their conclusion is set out on
page 28. The Board has established an Audit Committee whose principal tasks are to consider financial
reporting and internal control issues. The Audit Committee, which consists exclusively of independent non-
executive directors, meets at least quarterly to review the financial statements of the Company, to consider
internal control procedures and to liaise with internal and external auditors. In the year ended March 31, 2015
the Audit Committee met on seven occasions. On a quarterly basis the Audit Committee receives an extensive
report from the internal auditor detailing the reviews performed in the year, and a risk assessment of the
Company. This report is used by the Audit Committee and the Board of Directors, as a basis for determining
the effectiveness of internal control. The Audit Committee regularly considers the performance of internal
audit and how best financial reporting and internal control principles should be applied.

In addition, the Audit Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. The Audit Committee pre-approves all audit and permissible non-audit
services provided by the independent auditor.

Social, environmental and ethical report

See pages 121 to 122 of the Annual Report for details of employee and labour relations.
See pages 90 to 92 of the Annual Report for details on environmental matters.
See page 153 of the Annual Report for details of Ryanair’s Code of Ethics.

Air safety

Commitment to air safety is a priority of the Company. See page 80 of the Annual Report for details.

Critical accounting policies

Details of the Company’s critical accounting policies are set forth on pages 99 to 100 of the Annual

Report.

Subsidiary companies

Details of the principal subsidiary undertakings are disclosed in Note 27 on page 213 of the consolidated

financial statements.

Political contributions

During the financial years ended March 31, 2015, 2014 and 2013 the Company made no political

contributions which require disclosure under the Electoral Act, 1997.

Corporate Governance Statement

The Corporate Governance Statement on pages 15 to 29 forms part of the Directors’ Report.

Post balance sheet events

Details of significant post balance sheet events are set forth in Note 26 on page 212 of the consolidated

financial statements.

As at July 23, 2015 the Company has bought back 32.2m shares at a total cost of €358.5m under its
€400.0 million share buy-back programme. These shares represent approximately 2.4% of the Company’s
issued share capital. All ordinary shares repurchased were cancelled. The €400.0 million share buy-back
programme will be completed by August 2015.

On June 19, 2015 the International Airlines Group issued a formal offer for Aer Lingus Group plc. The
offer, which was recommended by the Board of Aer Lingus Group plc, consists of cash consideration of €2.50
per ordinary share plus a €0.05 ordinary dividend (already paid in May 2015). The offer is subject to the
acceptance of the offer by key shareholders, namely the Irish government and Ryanair, and regulatory approval
from the European competition authorities.

On July 10, 2015 Ryanair confirmed that the Board of Ryanair Holdings voted unanimously to accept
the IAG offer for Ryanair’s 29.8% shareholding in Aer Lingus Group plc, subject to that offer receiving merger
clearance from the European Commission (which was subsequently granted on July 15, 2015).

Auditor

In accordance with Section 383(2) of the Companies Act 2014, the auditor KPMG, Chartered

Accountants, will continue in office.

Annual General Meeting

The Annual General Meeting will be held on September 24, 2015 at 9a.m. in Ryanair, Dublin Office,

Airside Business Park, Swords, Co. Dublin, Ireland.

On behalf of the Board

David Bonderman
Chairman
July 24, 2015

Michael O’ Leary
Chief Executive

Corporate Governance Report

Ryanair has its primary listing on the Irish Stock Exchange, a standard listing on the London Stock
Exchange and its American Depositary Shares are listed on the NASDAQ. The directors are committed to
maintaining the highest standards of corporate governance and this statement describes how Ryanair has applied
the main and supporting principles of the 2012 UK Corporate Governance Code (the 2012 Code). This Report
also covers the disclosure requirements set out in the corporate governance annex to the listing rules of the Irish
Stock Exchange, which supplements the 2012 Code with additional corporate governance provisions and is also
applicable to Ryanair.

A copy of the 2012 Code can be obtained from the Financial Reporting Council’s website,
www.frc.org.uk. The Irish Corporate Governance Annex is available on the Irish Stock Exchange’s website,
www.ise.ie.

The Board of Directors (the Board)

Roles

The Board of Ryanair is responsible for the leadership, strategic direction and oversight of management of
the Group. The Board’s primary focus is on strategy formulation, policy and control. It has a formal schedule of
matters specifically reserved to it for its attention, including matters such as approval of the annual budget, large
capital expenditure, and key strategic decisions.

Other matters reserved to the Board include treasury policy, internal control, audit and risk management,

remuneration of the non-executive Directors and Executive management and Corporate Governance.

The Board has delegated responsibility for the management of the Group to the Chief Executive and

executive management.

There is a clear division of responsibilities between the Chairman and the Chief Executive, which is set out

in writing and has been approved by the Board.

Chairman

David Bonderman has served as the chairman of the Board since December 1996. The Chairman’s primary
responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a group and at
individual director level and that it upholds and promotes high standards of integrity and corporate governance.
He ensures that Board agendas cover the key strategic issues confronting the Group; that the Board reviews and
approves management’s plans for the Group; and that directors receive accurate, timely, clear and relevant
information.

The Chairman is the link between the Board and the Company. He is specifically responsible for
establishing and maintaining an effective working relationship with the Chief Executive, for ensuring effective
and appropriate communications with shareholders and for ensuring that members of the Board develop and
maintain an understanding of the views of shareholders.

While David Bonderman holds a number of other directorships (See details on page 114), the Board

considers that these do not interfere with the discharge of his duties to Ryanair.

Senior Independent Director

The Board has appointed James Osborne as the Senior Independent Director. James Osborne is available to
shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief
Financial Officer and leads the annual Board review of the performance of the Chairman.

Company Secretary

The appointment and removal of the Company Secretary is a matter for the Board. All directors have
access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that
Board procedures are complied with.

Membership

The Board consists of one executive and ten non-executive directors. It is the practice of Ryanair that a
majority of the Board comprises non-executive directors, considered by the Board to be independent, and that
the Chairman is non-executive. The Board considers the current size, composition and diversity of the Board to
be within a range which is appropriate. The composition of the Board and the principal Board Committees are
set out in the table below. Brief biographies of the directors are set out on pages 114 and 115. The Board, with
the assistance of the Nomination Committee, keeps Board composition under review to ensure that it includes
the necessary mix of relevant skills and experience required to perform its role.

Each director has extensive business experience, which they bring to bear in governing the Company. The
Board considers that, between them, the directors bring the range of skills, knowledge and experience, including
international experience, necessary to lead the Company. The Company has a Chairman with an extensive
background in this industry, and significant public company experience. Historically, the Company has always
separated the roles of Chairman and Chief Executive for the running of the business and implementation of the
Board’s strategy and policy.

Committees

Audit Remuneration

Nomination

Executive

Safety

Name

Role

Independent

David
Bonderman
Michael
Cawley(i)
Michael
Horgan
Charles
McCreevy
Declan
McKeon

Chairman

Non
Executive
Non
Executive
Non
Executive
Non
Executive

Kyran
McLaughlin

Non
Executive

Dick
Milliken
Michael
O’Leary
Julie
O’Neill
James
Osborne
Louise
Phelan

Non
Executive
Chief
Executive
Non
Executive
Senior
Independent
Non
Executive

Yes

Years
on
board

Member

Chair

Member

Chair

Member

Chair

Member

Chair

(i) Michael Cawley was appointed to the Board effective from August 7, 2014.

Appointment

Directors can only be appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the Annual General Meeting following their appointment. The
focus of the Board, through the Nomination Committee, is to maintain a Board comprising the relevant
expertise, quality and experience required by Ryanair to advance the Company and shareholder value. Ryanair
recognise the benefits of gender diversity. Ryanair’s Articles of Association require that all of the directors
retire and offer themselves for re-election within a three-year period. All directors will be offering themselves
for re-election at the AGM on September 24, 2015. Howard Millar, who was Ryanair’s Deputy Chief Executive
up to December 31, 2014, and Chief Financial Officer up to September 30, 2014, will also offer himself for
appointment to the Board of Directors at the next Annual General Meeting.

In accordance with the recommendations of the 2012 Code, Declan McKeon is Chairman of the Audit
Committee and James Osborne, the senior non-executive director, is Chairman of the Remuneration Committee.

Senior Management regularly briefs the Board, including new members, in relation to operating, financial
and strategic issues concerning the Company. The Board also have direct access to senior management as
required in relation to any issues they have concerning the operation of the Company. The terms and conditions
of appointment of non-executive directors are set out in their letters of appointment, which are available for
inspection at the Company’s registered office during normal office hours and at the Annual General Meeting of
the Company.

Independence

The Board has carried out its annual evaluation of the independence of each of its non-executive directors,
taking account of the relevant provisions of the 2012 Code, namely, whether the directors are independent in
character and judgement and free from relationships or circumstances which are likely to affect, or could appear
to affect, the directors’ judgment. The Board regards all of the directors as independent and that no one
individual or one grouping exerts an undue influence on others.

The Board has considered Kyran McLaughlin's independence given his role as Deputy Chairman and Head
of Capital Markets at Davy Stockbrokers. Davy Stockbrokers are one of Ryanair's corporate brokers and provide
corporate advisory services to Ryanair from time to time. The Board has considered the fees paid to Davy
Stockbrokers for these services and believe that they are immaterial to both Ryanair and Davy Stockbrokers
given the size of each organisation's business operations and financial results. Having considered this
relationship, the Board has concluded that Kyran McLaughlin continues to be an independent non-executive
director within the spirit and meaning of the 2012 Code Rules.

The Board has considered Michael Cawley’s independence given that he served as Deputy Chief Executive
Officer and Chief Operating Officer of Ryanair from 2003 to March 2014 and before that as Ryanair’s Chief
Financial Officer and Commercial Director from 1997. The Board has considered Michael’s employment and
has concluded that Michael Cawley is an independent non-executive director within the spirit and meaning of
the 2012 Code Rules. The Board has also considered the independence of Louise Phelan given her role as Vice
President Global Operations at Paypal. Paypal is one of Ryanair’s payment service providers. The Board has
considered the services provided by Paypal and have concluded that Louise Phelan is an independent non-
executive director within the spirit and meaning of the Code Rules.

The Board has also considered the independence of David Bonderman given his shareholding in Ryanair
Holdings plc. As at March 31, 2015, David Bonderman had a beneficial shareholding in the Company of
7,680,671 ordinary shares, equivalent to 0.56% of the issued share capital. Having considered this shareholding
in light of the number of issued shares in Ryanair Holdings plc and the financial interest of the director, the
Board has concluded that the interest is not so material as to breach the spirit of the independence rule contained
in the 2012 Code.

The Board has further considered the independence of Messrs. David Bonderman, James Osborne, Kyran
McLaughlin and Michael Horgan as they have each served more than nine years on the Board. The Board
considers that each of these directors is independent in character and judgment as each has other significant
commercial and professional commitments and each brings his own level of senior experience gained in their
fields of international business and professional practice. When arriving at this decision, the Board has taken
into account the comments made by the FRC in their report dated December, 2009 on their review of the impact
and effectiveness of the Code, in particular their comment that independence is not the primary consideration
when assessing the composition of the Board, and that the over-riding consideration should be that the Board is
fit for purpose. The Nominations Committee have confirmed to the Board that they consider the directors
offering themselves for re-election at the 2015 AGM to be independent and that they continue to effectively
contribute to the work of the Board. The Nominations Committee recommends that the Company accept the re-
election of the directors.

Board Procedures

All directors have access to the advice and services of the Company Secretary and the Board has
established a procedure whereby directors wishing to obtain advice in the furtherance of their duties may take
independent professional advice at the Company’s expense.

Directors meet with key executives with a particular focus on ensuring non-executive directors are fully
informed on issues of relevance to Ryanair and its operations. Extensive papers on key business issues are
provided to all directors in connection with the Board meetings. All directors are encouraged to update and
refresh their skills and knowledge, for example, through attending courses on technical areas or external
briefings for non-executive directors.

The Company has Directors & Officers liability insurance in place in respect of any legal actions taken
against the directors in the course of the exercise of their duties. New non-executive directors are encouraged to
meet the executive director and senior management for briefing on the Company’s developments and plans.

Meetings

The Board meets at least on a quarterly basis and in the year to March 31, 2015 the Board convened
meetings on fifteen occasions. Individual attendance at these meetings is set out in the table on page 24.
Detailed Board papers are circulated in advance so that Board members have adequate time and information to
be able to participate fully at the meeting.

The holding of detailed regular Board meetings and the fact that many matters require Board approval,
show that the running of the Company is firmly in the hands of the Board. The non-executive directors meet
periodically without executives being present. Led by the senior independent director, the non-executive
directors will meet without the Chairman present at least annually to appraise the Chairman’s performance and
on such other occasions as are deemed appropriate.

Remuneration

Details of remuneration paid to the directors are set out in Note 19 to the consolidated Financial Statements
on pages 202 to 204. Also, please see the Report of the Remuneration Committee on Directors’ Remuneration
on page 33.

Non-executive directors

Non-executive directors are remunerated by way of directors’ fees. A number of non-executive directors
have share options. While the 2012 Code notes that the remuneration of the non-executive director should not
include share options, the Board believes that the quantum of options granted to non-executive directors is not
so significant as to raise any issue concerning their independence. Michael Horgan is remunerated on a
consultancy basis on safety issues and also by way of share options.

Full details are disclosed in Note 19(b) and 19(d) on pages 203 to 204 of the consolidated financial

statements.

Executive director remuneration

The Chief Executive of the Company is the only executive director on the Board. In addition to his base
salary he is eligible for a performance bonus of up to 100% of salary and other bonuses dependent upon the
achievement of certain financial targets and a pension. It is considered that the significant shareholding of the
Chief Executive acts to align his interests with those of shareholders and gives him a keen incentive to
perform to the highest levels.

Full details of the executive director’s remuneration are set out in Note 19(a) on page 202 of the

consolidated financial statements.

Share Ownership and Dealing

Details of the directors’ interests in Ryanair shares are set out in Note 19(d) on page 203 to 204 of the

consolidated financial statements.

The Board has adopted The Model Code, as set out in the Listing Rules of the Irish Stock Exchange and
the UK Listing Authority, as the code of dealings applicable to dealings in Ryanair shares by directors and
relevant Company employees. The code of dealing also includes provisions which are intended to ensure
compliance with US securities laws and regulations of the NASDAQ National market. Under the policy,
directors are required to obtain clearance from the Chairman or Chief Executive before dealing in Ryanair
shares, whilst relevant Company employees must obtain clearance from designated senior management and are
prohibited from dealing in the shares during prohibited periods as defined by the Listing Rules and at any time
at which the individual is in possession of inside information (as defined in the Market Abuse (Directive
2003/6/EC) Regulations 2005).

Board Succession and Structure

The Board plans for its own succession with guidance from the Nomination Committee. The Nomination
Committee regularly review the structure, size and composition (including the skills, knowledge and experience)
required of the Board compared to its current position with regard to the strategic needs of Ryanair and
recommends changes to the Board. There is a formal, thorough and transparent procedure for the appointment of
new directors to the Board. The Nominations Committee identifies and selects candidates on merit against
objective criteria, to ensure that the Board have the skills, knowledge and expertise required.

The Board currently comprises of eleven directors, Chief Executive Officer, Michael O’ Leary, is the only
executive director. The ten non-executive directors include Chairman David Bonderman. Biographies of all
current directors are set out on pages 114 to 115 of this report. Ryanair considers that the Board has the correct
balance and depth of skills, knowledge, expertise and experience to optimally lead the Company and that all
directors give adequate time to the performance of their duties and responsibilities.

Ryanair considers that all directors discharge their directorial duties with the objectivity and impartiality
they have demonstrated since commencing their respective roles and has determined that each of the non-
executive directors is independent. In reaching that conclusion, Ryanair considered the character, judgement,
objectivity and integrity of each director and had due regard for the 2012 Code. Ryanair continually endeavors
to maintain the quality and independence of its Board.

Board Committees

The Board of Directors has established a number of committees, including the following:

Executive Committee

The Board of Directors established the Executive Committee in August 1996. The Executive Committee
can exercise the powers exercisable by the full Board of Directors in circumstances in which action by the
Board of Directors is required but it is impracticable to convene a meeting of the full Board of Directors.
Messrs. David Bonderman, Michael O’Leary, Kyran McLaughlin and James Osborne are the members of the
Executive Committee.

Audit Committee

The Board of Directors established the Audit Committee in September 1996.

Names and qualifications of members of the Audit Committee

The Audit Committee currently comprises three independent, for purposes of the listing rules of the
NASDAQ and the U.S. federal securities laws, non-executive directors, Mr Declan McKeon (Chairman), Mr
Charles McCreevy and Mr Richard Milliken. The Board has determined that Mr Declan McKeon is the
Committee’s financial expert. It can be seen from the directors’ biographies appearing on page 114 and 115, that
the members of the committee bring to it a wide range of experience and expertise, much of which is
particularly appropriate for membership of the Audit Committee.

Number of Audit Committee meetings

The Committee met seven times during the year ended March 31, 2015. Individual attendance at these
meetings is set out in the table on page 24. The Chief Financial Officer, Director of Finance and the Head of
Internal Audit normally attend meetings of the Committee. The external auditors attend as required and have
direct access to the Committee Chairman at all times. The Committee also meets separately at least once a year
with the external auditors and with the Head of Internal Audit without executive management being present.
The Head of Internal Audit has direct access to the Audit Committee Chairman at all times.

Summary of the role of the Audit Committee

The role and responsibilities of the Committee are set out in its written terms of reference, which are

available on the Company’s website www.ryanair.com, and include:

 monitoring the integrity of the financial statements of the Group and any formal announcements
relating to the Group’s financial performance, profit guidance and reviewing significant financial
reporting judgments contained therein;



considering significant issues in relation to the financial statements, having regard to matters
communicated to it by the auditors;

reviewing the interim and annual financial statements and annual report before submission to the
Board, including advising the Board whether, taken as a whole, the content of the annual report and
Form 20F is fair balanced and understandable and provides the information necessary for shareholders
to assess the company’s performance, business model and strategy;

reviewing the effectiveness of the Group’s internal financial controls and risk management systems;

reviewing Turnbull Risk Management reports completed by management;

 monitoring and reviewing the effectiveness of the Group’s Internal auditors;


considering and making recommendations to the Board in relation to the appointment, reappointment
and removal of the external auditors and approving their terms of engagement;



reviewing with the external auditors the plans for and scope of each annual audit, the audit procedures
to be utilised and the results of the audit;



approving the remuneration of the external auditors, for audit and non audit services and ensuring the
level of fees is appropriate to enable an adequate audit to be conducted;

assessing annually the independence and objectivity of the external auditors and the effectiveness of the
audit process, taking into consideration relevant professional and regulatory requirements and the
relationship with the external auditors as a whole, including the provision of any non audit services;

reviewing the Group’s arrangements for its employees to raise concerns, in confidence, about possible
wrongdoing in financial reporting or other matters and ensuring that these arrangements allow
proportionate and independent investigation of such matters and appropriate follow up action.



reviewing the terms of reference of the Committee annually.

These responsibilities of the Committee are discharged in the following ways:

 The Committee reviews the interim and annual reports as well as any formal announcements relating to
the financial statements and guidance before submission to the Board. The review focuses particularly
on any changes in accounting policy and practices, major judgmental areas and compliance with stock
exchange, legal and regulatory requirements. The Committee receives reports from the external
auditors identifying any accounting or judgmental issues requiring its attention;

 The Committee also meets with management and external auditors to review the Annual Report and
Form 20F, which is filed annually with the United States Securities and Exchange Commission and
with the Irish Companies Office;

 The Committee regularly reviews Turnbull Risk management reports completed by management;

 The Committee conducts an annual assessment of the operation of the Group’s system of internal
control based on a detailed review carried out by the internal audit department. The results of this
assessment are reviewed by the Committee and are reported to the Board;

 The Committee makes recommendations to the Board in relation to the appointment of the external
auditor. Each year, the Committee meets with the external auditor and reviews their procedures and the
safeguards which have been put in place to ensure their objectivity and independence in accordance
with regulatory and professional requirements;

 The Committee reviews and approves the external audit plan and the findings from the external audit of

the financial statements;

 During the year, the Committee receives reports from the Head of Internal Audit detailing the reviews

performed during the year and a risk assessment of the Company;

 The Head of Internal Audit also reports to the Committee on other issues including, in the year under
review, updates in relation to Section 404 of the Sarbanes-Oxley Act 2002 and the arrangements in
place to enable employees to raise concerns, in confidence, in relation to possible wrongdoing in
financial reporting or other matters. (A copy of Section 404 of the Sarbanes-Oxley Act 2002 can be
obtained from the United States Securities and Exchange Commission’s website, www.sec.gov); and

 The Committee has a process in place to ensure the independence of the audit is not compromised,
which includes monitoring the nature and extent of services provided by the external auditors through
its annual review of fees paid to the external auditors for audit and non-audit work. Details of the
amounts paid to the external auditors during the year for audit and other services are set out in Note 19
on page 202.

 The Committee receives presentations in areas such as treasury operations and Cyber Risk, in general,

and specifically in relation to the Group.

In addition the Committee was requested by the board to consider whether the annual report, taken as a
whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess
the company’s performance, business model and strategy. In doing so, the Committee considered whether the
financial statements are consistent with the Chairman’s Report, the Chief Executive’s Report and operating and
financial information elsewhere in the annual report.

In considering the fairness, balance and understandability of the annual report, the Committee had regard
to the significant issues considered by the Committee in relation to the financial statements, set out below. Each
of these significant issues was addressed in the report received from the external auditors and was discussed
with management and the external auditors.

The Committee reported to the board its conclusion that the annual report, taken as a whole is fair,
balanced and understandable and provides the information necessary for shareholders to assess the Company’s
performance, business model and strategy.

Significant issues considered by the Committee in relation to the financial statements and how these issues were
addressed, having regard to matters communicated to it by the auditors

 On page 99, one of the critical accounting policies referred to is that for long lived assets. There is a
detailed description of the matters of estimate and the judgemental issues arising from the application of the
Company’s policy for accounting for such assets and how the Company dealt with these. The Audit
Committee had detailed discussions with management around its conclusions in relation to the expected
useful lives of the assets, the expected residual lives of the assets and whether there are impairment
indicators in respect of the assets. In particular, while the airline industry as a whole has from time to time
experienced issues which would present as impairment indicators, this has not impacted on Ryanair,
because of the positive cash flows these long lived assets generate. The Committee agreed with
managements approach and conclusions in relation to the accounting for long lived assets;

 On pages 99 and 100 the critical accounting policy for heavy maintenance is similarly described in detail, in
particular the factors upon which Ryanair relied in making its estimates in determining the quantum of both
the initial maintenance asset and / or the amount of provisions to be recorded and the respective periods
over which such amounts are charged to income. Having considered the results of management’s
deliberations in this area and the reliability of estimates made in previous years, the Committee concurred
with management’s approach and conclusions in relation to the accounting for heavy maintenance;

 On page 100, a further critical accounting policy is described in respect of tax audits which by their nature
are often complex and can require several years to conclude. The Committee considered the key judgements
made in estimating the tax charge including provisioning relating to jurisdictions where the Group’s tax
affairs are under investigation by the relevant authorities. The Audit Committee reviewed the status of the
tax audits, together with the advice of relevant members of the management team and external tax advisors,
and had regard to the appropriateness of provisioning in earlier years and agreed that the provisioning for
any potential exposures is appropriate.



In considering management’s assessment of the Group’s ability to continue as a going concern, the
Committee had regard to the €850.0 million eurobond Issuance in June 2014 and a second eurobond for
€850.0 million issued in March 2015, available financing facilities, the cash on hand of approximately
€4.8bn and the sensitivity to changes in these items. The Committee focused on the Group’s cash
generation projections through to the end of the current aircraft purchase program in the financial year
ending 31 March 2024. On the basis of the review performed, and the discussions held with management,
the Committee was satisfied that it was appropriate that the financial statements should continue to be
prepared on a going concern basis, and that there were no material uncertainties that may cast significant
doubt on the Group’s ability to continue as a going concern which need to be disclosed in the annual report.

 The Committee discussed with Internal Audit and the external Auditors the review of the new COSO 2013
Requirements and mapping of the Groups existing system of internal controls documented to 17 new
principles as defined by new COSO (Committee of Sponsoring Organisations of the Treadway
Commission) 2013 Framework. This was completed by the Internal Audit team and reviewed and
evaluated by management during the financial year ending 31 March 2015. On the basis of the review
performed, and the discussions held with management the Committee is satisfied that the financial
statements should be prepared on the basis that Ryanair’s internal control over financial reporting as of
March 31, 2015, is based on the criteria established in Internal Control – Integrated Framework (2013)
issued by COSO.

The Committee meets the external auditors four times per year. At these meetings:



the external audit plan is considered and approved;

the quarterly, interim and annual results are considered and approved, following consideration of the
significant issues relating to these matters, having regard to matters communicated to the Audit Committee
by the external auditors;

the Annual Report and Form 20F, which is filed annually with the United States Securities and Exchange
Commission, the Irish Stock Exchange and the London Stock Exchange, is considered and approved;

the procedures and safeguards which the external auditors have put in place to ensure their objectivity and
independence in accordance with regulatory and professional requirements are reviewed;

the letters of engagement and representation are reviewed; and

the fees paid to the external auditors for audit and non audit work are reviewed, to ensure that the fee
levels are appropriate and that audit independence is not compromised through the level of non audit fees
and the nature of non audit work carried out by the external auditors. The Committees policy is to
expressly pre approve every engagement of Ryanair’s independent auditors for all audit and non-audit
services provided to the Company.

In addition the Committee updated the prior year evaluation of external audit process.

The last external audit tender was conducted in 2010. Detailed consideration was given to the external
audit arrangements in 2013. It was concluded that, in the light of the performance of the external auditors and
partner rotation plans that a decision as to the timing of the next tender process would be made following
consideration of the FRC guidance and finalization of the application in the Republic of Ireland of new EU
regulations in this area. KPMG have been auditors to the Company since its incorporation in 1985.

Remuneration Committee

The Board of Directors established the Remuneration Committee in September 1996. This committee
has authority to determine the remuneration of senior executives of the Company and to administer the stock
option plans described below. Senior Management remuneration is comprised of a fixed basic pay and
performance related bonuses which are awarded based on a combination of the achievement of individual
objectives and the Company’s financial performance. The Board of Directors as a whole determines the
remuneration and bonuses of the Chief Executive Officer, who is the only executive director. Mr. James
Osborne, Ms. Louise Phelan and Ms. Julie O’Neill are the members of the Remuneration Committee.

The role and responsibilities of the Remuneration Committee are set out in its written terms of
reference, which are available on the Company’s website www.ryanair.com. The terms of Reference of the
Remuneration Committee are reviewed annually.

Nomination Committee

Messrs. David Bonderman, Michael O’Leary and Kyran McLaughlin are the members of the Nomination
Committee. The Nomination Committee assists the Board in ensuring that the composition of the Board and its
Committees is appropriate to the needs of the Company by:






assessing the skills, knowledge, experience and diversity required on the Board and the extent to which
each are represented;
establishing processes for the identification of suitable candidates for appointment to the Board; and
overseeing succession planning for the Board and senior management.

The role and responsibilities of the Nomination Committee are set out in its written terms of reference,
which are available on the Company’s website www.ryanair.com. The Nomination Committee use their
extensive business and professional contacts to identify suitable candidates. The terms of Reference of the
Nomination Committee are reviewed annually. The focus of the Nomination Committee is to maintain a Board
which comprises the necessary expertise, quality and experience required by Ryanair to advance the company
and shareholder value. Ryanair recognises the benefits of gender diversity.

Safety Committee

The Board of Directors established the Air Safety Committee in March 1997 to review and discuss air
safety and related issues. The Safety Committee reports to the full Board of Directors each quarter. The Safety
Committee is composed of Mr. Michael Horgan and Mr. Neil Sorahan, Chief Financial Officer and the
Accountable Manager for Safety (who both act as co-chairman), as well as the following executive officers of
Ryanair: Messrs. Hickey, Wilson, the Chief Pilot, Captain Ray Conway and the Director of Safety and Security,
Ms. Carol Sharkey. A number of other managers are invited to attend, as required, from time to time.

Code of Business Conduct

Ryanair’s standards of integrity and ethical values have been established and are documented in Ryanair’s
Code of Business Conduct. This code is applicable to all Ryanair employees. There are established channels for
reporting code violations or other concerns in a confidential manner. The Personnel Department investigates any
instances and the Head of Internal Audit reports findings directly to the Audit Committee. The Code is
available on the Company’s website, www.ryanair.com.

Attendance at Board and Committee meetings during the year ended March 31, 2015:

Board

Audit

Safety

Remuneration Executive Nomination

David Bonderman

Michael Cawley(i)

Michael Horgan

Charles McCreevy

Declan McKeon

Kyran McLaughlin

Dick Milliken

Michael O’Leary

Julie O’Neill

James Osborne

Louise Phelan

13/15

9/10

15/15

14/15

15/15

13/15

15/15

14/15

7/7

4/4

6/6

5/6

2/2

3/3

2/2

3/3

(i)

Michael Cawley was appointed to the Board of Directors on August 7, 2014.

Performance Evaluation

The Board has established a formal process to annually evaluate the performance of the Board, that of its
principal Committees, the Audit, Nomination and Remuneration committees, and that of the Chief Executive,
the Chairman and individual non-executive directors. The Board anticipates that the formal evaluation will be
completed yearly. Based on the evaluation process completed, the Board considers that the principal
Committees have performed effectively throughout the year. As part of the Board evaluation of its own
performance, questionnaires are circulated to all directors. The questionnaire is designed to obtain directors’
comments regarding the performance of the Board, the effectiveness of Board communications, the ability of
directors to contribute to the development of strategy and the effectiveness with which the Board monitors risk
and oversees Ryanair’s progress. Directors are also invited to make recommendations for improvement.

The Chairman, on behalf of the Board, reviews the evaluations of performance of the non-executive
directors on an annual basis. The non-executive directors, led by the Senior Independent Director, meet annually
without the Chairman present to evaluate his performance, having taken into account the views of the executive
director. The non-executive directors also evaluate the performance of the executive director. These evaluations
are designed to determine whether each director continues to contribute effectively and to demonstrate
commitment to the role.

The Audit, Nomination and Remuneration committees carry out annual reviews of their own performance
and terms of reference to ensure they are operating at maximum effectiveness and recommend any changes they
consider necessary to the Board for approval.

The Board considers the results of the evaluation process and any issues identified. The above evaluations
were conducted in May 2014 and were presented to the Board at the September 2014 Board meeting in respect
of the year under review.

Shareholders

Ryanair recognises the importance of communications with shareholders. Ryanair communicates with all
of its shareholders following the release of quarterly and annual results directly via road shows, investor days
and/or by conference calls. The Chief Executive, senior financial, operational, and commercial management
participate in these events.

During the year ended March 31, 2015 the Company held discussions with a substantial number of

institutional investors.

The Board is kept informed of the views of shareholders through the executive director’s and executive
management’s attendance at investor presentations and results presentations. Furthermore, relevant feedback
from such meetings and investor relations analyst reports are provided to the entire Board on a regular basis. In
addition, the Board determines, on a case by case basis, specific issues where it would be appropriate for the
Chairman and/or Senior Independent Director to communicate directly with shareholders or to indicate that they
are available to communicate if shareholders so wish. If any of the non-executive directors wishes to attend
meetings with major shareholders, arrangements are made accordingly.

General Meetings

All shareholders are given adequate notice of the AGM at which the Chairman reviews the results and
comments on current business activity. Financial, operational and other information on the Company is provided
on our website at www.ryanair.com.

Ryanair will continue to propose a separate resolution at the AGM on each substantially separate issue,
including a separate resolution relating to the Directors’ Report and financial statements. In order to comply
with the 2012 Code, proxy votes will be announced at the AGM, following each vote on a show of hands,
except in the event of a poll being called. The Board Chairman and the Chairmen of the Audit and
Remuneration Committees are available to answer questions from all shareholders.

The Chief Executive makes a presentation at the Annual General Meeting on the Group’s business and its
performance during the prior year and answers questions from shareholders. The AGM affords shareholders the
opportunity to question the Chairman and the Board.

All holders of Ordinary Shares are entitled to attend, speak and vote at general meetings of the Company,
subject to limitations described under note “Limitations on the Right to Own Shares” on page 137. In
accordance with Irish company law, the Company specifies record dates for general meetings, by which date
shareholders must be registered in the Register of Members of the Company to be entitled to attend. Record
dates are specified in the notes to the Notice convening the meeting.

Shareholders may exercise their right to vote by appointing a proxy/proxies, by electronic means or in
writing, to vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in
the notes to the Notice convening the Meeting.

A shareholder or group of shareholders, holding at least 5% of the issued share capital has the right to
requisition an extraordinary general meeting. A shareholder, or a group of shareholders, holding at least 3% of
the issued share capital of the Company, has the right to put an item on the agenda of an AGM or to table a draft
resolution for an item on the agenda of any general meeting (whether an AGM or EGM) 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 general meeting. A request by a member to put an item on the agenda or to table a draft resolution shall be
received by the company in hardcopy form or in electronic form at least 42 days before the meeting to which it
relates.

Notice of the Annual General Meeting and the Form of Proxy are sent to shareholders at least twenty-one
working days before the meeting. The Company’s Annual Report is available on the Company’s website,
www.ryanair.com. The 2015 Annual General Meeting will be held at 9a.m. on September 24, 2015 in the
Radisson Blu Hotel, Dublin Airport, Ireland.

All general meetings other than the Annual General Meeting are called Extraordinary General Meetings
(EGMs). An EGM must be called by giving at least twenty-one clear days’ notice. Except in relation to an
adjourned meeting, three members, present in person or by proxy, entitled to vote upon the business to be
transacted, shall be a quorum. The passing of resolutions at a general meeting, other than special resolution,
requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the votes
cast. Votes may be given in person by a show of hands, or by proxy.

At the Meeting, after each resolution has been dealt with, details are given of the level of proxy votes cast
on each resolution and the numbers for, against and withheld. This information is made available on the
Company’s website following the meeting.

Risk Management and Internal Control

The directors have overall responsibility for the Company’s system of risk management and internal
control and for reviewing its effectiveness. The directors acknowledge their responsibility for the system of risk
management and internal control which is designed to manage rather than eliminate the risk of failure to achieve
business objectives, and can provide only reasonable and not absolute assurance against material misstatement
or loss.

In accordance with the revised FRC (Turnbull) guidance for directors on internal control published in
October 2005, ‘Internal Control: Revised Guidance for Directors on the Combined Code’, the Board confirms
that there is an ongoing process for identifying, evaluating and managing any significant risks faced by the
Group, that it has been in place for the year under review and up to the date of approval of the financial
statements and that this process is regularly reviewed by the Board.

In accordance with the provisions of the 2012 Code the directors review the effectiveness of the

Company’s system of internal control including:

 Financial
 Operational
 Compliance
 Risk Management

The Board is ultimately responsible for the Company’s system of risk management and internal controls
and for monitoring its effectiveness. The key procedures that have been established to provide effective risk
management and internal control include:

 a strong and independent Board which meets at least 4 times a year and has separate Chief Executive and

Chairman roles;

 a clearly defined organisational structure along functional lines and a clear division of responsibility and

authority in the Company;

 a comprehensive system of internal financial reporting which includes preparation of detailed monthly
management accounts, providing key performance indicators and financial results for each major
function within the Company;

 preparation and issue of financial reports to shareholders and the markets, including the Annual Report
and consolidated financial statements, is overseen by the Audit Committee. The Company’s financial
reporting process is controlled using documented accounting policies and reporting formats,
supplemented by detailed instructions and guidance on reporting requirements. The Company’s
processes support the integrity and quality of data, including appropriate segregation of duties. The
financial information of the parent entity and all subsidiary entities, which form the basis for the
preparation of the consolidated financial statements are subject to scrutiny by Group level senior
management. The Company’s financial reports, financial guidance, and Annual Report and consolidated
financial statements are also reviewed by the Audit Committee of the Board in advance of being
presented to the full Board for their review and approval;

 quarterly reporting of the financial performance with a management discussion and analysis of results;

 weekly Management Committee meetings, comprising of heads of departments, to review the

performance and activities of each department in the Company;

 detailed budgetary process which includes identifying risks and opportunities and which is ultimately

approved at Board level;

 Board approved capital expenditure and Audit Committee approved treasury policies which clearly

define authorisation limits and procedures;

 an internal audit function which reviews key financial/business processes and controls, and which has

full and unrestricted access to the Audit Committee;

 an Audit Committee which approves audit plans, considers significant control matters raised by
management and the internal and external auditors and which is actively monitoring the Company’s
compliance with section 404 of the Sarbanes Oxley Act of 2002;

 established systems and procedures to identify, control and report on key risks. Exposure to these risks is

monitored by the Audit Committee and the Management Committee; and

 a risk management programme is in place throughout the Company whereby executive management
review and monitor the controls in place, both financial and non financial, to manage the risks facing the
business.

 The Board has satisfied itself on the effectiveness of the internal control systems in operation and it has
reviewed and approved the reporting lines to ensure the ongoing effectiveness of the internal controls and
reporting structures.

On behalf of the Board, the Audit Committee has reviewed the effectiveness of the Company’s system of

risk management and internal control for the year ended March 31, 2015 and has reported thereon to the Board.

The Board has delegated to executive management the planning and implementation of the systems of

internal control within an established framework which applies throughout the Company.

Takeover Bids Directive

Information regarding rights and obligations attached to shares are set forth in Note 15 on pages 197 to 199

of the consolidated financial statements.

Shares in the Ryanair employee share schemes carry no control rights and shares are only issued (and gain

voting rights) when options are exercised by employees.

Ryanair’s Articles of Association do not contain any restrictions on voting rights. However, there are
provisions in the Articles which allow the directors to (amongst other things) suspend the voting rights of a
share if the Board believes the number of non-qualifying nationals holding shares in Ryanair would put it in
breach of the Air Navigation Acts and licences and permits which allow it to operate. This is not an absolute
restriction and can only occur if the Board designates a number of shares to be so restricted.

Ryanair has not received any notifications from shareholders (as shareholders are obliged to do) regarding

any agreements between shareholders which might result in restrictions on the transfer of shares.

Details of the rules concerning the removal and appointment of the directors are set out above as part of
this Directors’ Report. There are no specific rules regarding the amendment of the Company’s Articles of
Association.

Details of the Company’s share buy-back programme are set forth on page 130 to 131 of the Annual
Report. The shareholders approved the power of the Company to buy back shares at the 2006 AGM and at
subsequent AGM’s.

None of the significant agreements to which the Company is party to, contain change of control provisions.
As referred to above in this Director’s Report, Michael O’Leary’s employment agreement does not contain
provisions providing for compensation on his termination.

Going Concern

After making enquiries, the directors have formed a judgment, at the time of approving the financial
statements, that there is a reasonable expectation that the Company and the Group as a whole have adequate
resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt
the going concern basis in preparing the financial statements. The directors’ responsibility for preparing the
financial statements is explained on page 34 and the reporting responsibilities of the auditors are set out in their
report on page 36.

Compliance Statement

Ryanair has complied, throughout the year ended March 31, 2015, with the provisions set out in the UK
Corporate Governance Code and the requirements set out in the Irish Corporate Governance Annex except as
outlined below. The Group has not complied with the following provisions of the 2012 Code, but continues to
review these situations on an ongoing basis:

 A number of non-executive directors participate in the Company’s share option plans. The 2012 Code
requires that, if exceptionally, share options are granted to non-executive directors that shareholder
approval should be sought in advance and any shares acquired by exercise of the options should be held
until at least one year after the non-executive director leaves the board. In accordance with the 2012
Code, the Company sought and received shareholder approval to make certain stock option grants to its
non-executive directors and as described above, the Board believes the quantum of options granted to
non-executive directors is not so significant to impair their independence.

 Certain non-executive directors, namely Messrs. David Bonderman, James Osborne, Kyran McLaughlin
and Michael Horgan have each served more than nine years on the Board without being offered for
annual re-election. As described further above, given the other significant commercial and professional
commitments of these non-executive directors, and taking into account that their independence is
considered annually by the Board, the Board does not consider their independence to be impaired in this
regard.

On behalf of the Board

David Bonderman
Chairman
July 24, 2015

Michael O’Leary
Chief Executive

Environmental and Social Report

Ryanair’s steady growth is being achieved in the most environmentally sustainable way through
investing in the latest aircraft and engine technologies and adopting the most efficient operational and
commercial measures that help to minimize the airline’s impact on the environment. Ryanair is currently the
industry leader in terms of environmental efficiency and is constantly working towards further improving its
performance.

Technology

As of June 30, 2015, Ryanair had a principal fleet of 316 Boeing 737-800 aircraft and 6 additional
leased aircraft acquired on short term leases for the summer of 2015 to provide extra capacity. The principal
fleet was composed of 316 Boeing 737-800 “next generation” aircraft, each having 189 seats. Ryanair’s fleet
totaled 308 Boeing 737-800s at March 31, 2015 with an average age of 6.3 years. The Company expects to have
an operating fleet comprising approximately 520 Boeing 737-800s at March 31, 2024 depending on the level of
lease returns/disposals. This will comprise a mix of 737-800 and 737-Max-200 aircraft. The Boeing 737-Max-
200, which will start delivering in Fiscal 2019, represents the newest generation of Boeing's 737 aircraft. It is a
short-to-medium range aircraft and seats 197 passengers (8 more than Ryanair’s existing 189 seat fleet).

The Boeing 737-Max-200 CFM LEAP-1B engines which, combined with the Advanced Technology
winglet and other aerodynamic improvements, will reduce fuel consumption by up to 18% on a per seat basis
compared to the Boeing 737-800s in Ryanair’s configuration and reduce operational noise emissions by 40%.

Operational and commercial characteristics

Ryanair has distinctive operational and commercial characteristics which further reduce the impact of

its operations on the environment. Ryanair:



operates with a high-seat density of 189 seats and an all-economy configuration, as opposed to the 162
seats and two-class configuration of the Boeing 737-800 aircraft used by traditional network airlines,
reducing fuel burn and emissions per seat-kilometer flown;

has reduced per-passenger emissions through higher load factors;

better utilizes existing infrastructure by operating out of underutilized secondary and regional airports
throughout Europe, which limits the use of holding patterns and taxiing times, thus reducing fuel burn
and emissions and reducing the need for new airport infrastructure;

provides direct services as opposed to connecting flights, in order to limit the need for passengers to
transfer at main hubs and thus reduces the number of take-offs and landings per journey from four to two,
reducing fuel burn and emissions per journey; and

has no late-night departures of aircraft, reducing the impact of noise emissions.

Ryanair has also installed winglets on all of its existing aircraft and all future aircraft will also be fitted
with winglets. Winglets reduce both the rate of fuel burn and carbon dioxide emissions by approximately
4% and also reduce noise emissions.

Environmental Regulation

Company Facilities. Environmental controls are generally imposed under Irish law through property
planning legislation, specifically the Local Government (Planning and Development) Acts of 1963 to 1999, the
Planning and Development Act 2000 and regulations made thereunder. At Dublin Airport, Ryanair operates on
land controlled by the DAA. Planning permission for its facilities has been granted in accordance with both the
zoning and planning requirements of Dublin Airport. There is also specific Irish environmental legislation
implementing applicable EU directives and regulations, to which Ryanair adheres. From time to time, noxious
or potentially toxic substances are held on a temporary basis within Ryanair’s engineering facilities at Dublin
Airport, Glasgow (Prestwick), London (Stansted), Frankfurt (Hahn), Stockholm (Skavsta), Oslo (Rygge) and
Kaunas. However, at all times Ryanair’s storage and handling of these substances complies with the relevant
regulatory requirements. At Ryanair’s Glasgow (Prestwick) and London (Stansted) maintenance facilities, all
normal waste is removed in accordance with the Environmental Protection Act of 1996 and Duty of Care Waste
Regulations. For special waste removal, Ryanair operates under the Special Waste Regulations 1998. At all
other facilities Ryanair adheres to all local and EU regulations.

Ryanair’s Policy on Noise and Emissions. Ryanair is committed to reducing emissions and noise
through investments in “next generation” aircraft and engine technologies and the implementation of certain
operational and commercial decisions to minimize the environmental impact of its operations. According to the
Air Travel Carbon and Energy Efficiency Report published by Brighter Planet, Ryanair is the industry leader in
terms of environmental efficiency, and the Company is constantly working towards improving its performance.

In December 2005, Ryanair completed the fleet replacement program it commenced in 1999. All of
Ryanair’s older Boeing 737-200A aircraft were replaced with Boeing 737-800 “next generation” aircraft, and
Ryanair now operates a single-aircraft-type fleet of Boeing 737-800 “next generation” aircraft with an average
age of just 6 years. The design of the new aircraft is aimed at minimizing drag, thereby reducing the rate of fuel
burn and noise levels. The engines are also quieter and more fuel-efficient. Furthermore, by moving to an all
Boeing 737-800 “next generation” fleet, Ryanair reduced the unit emissions per passenger due to the inherent
capacity increase in the Boeing 737-800 aircraft. The Boeing 737-800 “next generation” aircraft have a
significantly superior fuel-burn to passenger-kilometer ratio than Ryanair’s former fleet of Boeing 737-200A
aircraft. In September 2014, Ryanair announced it has agreed to purchase up to 200 Boeing 737-Max-200
aircraft (100 firm orders and 100 options). These aircraft, which will deliver between fiscal 2019 and Fiscal
2024, have 197 seats (8 more than Ryanair’s existing 189 seat fleet). They will be fitted with the CFM LEAP
IB engines which, combined with the Advanced Technology winglets and other aerodynamic improvements,
will reduce fuel consumption by up to 18% and reduce operational noise emissions by 40%.

Emissions Trading. On November 19, 2008, the European Council of Ministers adopted legislation to
add aviation to the EU Emissions Trading Scheme as of 2012. This scheme, which has thus far applied mainly
to energy producers, is a cap-and-trade system for CO2 emissions to encourage industries to improve their CO2
efficiency. Under the legislation, airlines were granted initial CO2 allowances based on historical “revenue ton
kilometers” and a CO2 efficiency benchmark. Any shortage of allowances has to be purchased in the open
market and/or at government auctions. Management believes that this legislation is likely to have a negative
impact on the European airline industry. Ryanair takes its environmental responsibilities seriously and intends to
continue to improve its environmental efficiency and to minimize emissions. Under Regulation 7 of The UK
Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, Ryanair is obliged to state its
annual quantity of emissions in tonnes of carbon dioxide equivalent. Ryanair’s EU Emissions Trading Scheme
monitoring, reporting and allowance surrender obligations are mandated on a calendar year basis. During
calendar year 2014, Ryanair emitted 7,756,156 tCO2 (2013: 7,653,566), which equates to 0.090 tCO2 (2013:
0.094) per passenger.

SOCIAL

Training, career development and promotion opportunities are available to all our people. The Group
remains committed to being an equal opportunities employer regardless of nationality, race, gender, marital
status, disability, age and religious or political belief. The Group selects personnel on the basis of merit and
capability, providing the most effective use of resources. During the year 746 of our team were promoted
internally within the Group.

Ryanair considers its relations with its people to be good. Ryanair currently negotiates with groups of
employees, including its pilots, through “Employee Representation Committees” (“ERCs”) regarding pay, work
practices and conditions of employment, including conducting formal negotiations with these internal collective
bargaining units. Ryanair’s senior management meets regularly with the different ERCs to consult and discuss
all aspects of the business and those issues that specifically relate to each relevant employee group and where
necessary to negotiate with these collective bargaining units. Ryanair’s pilots and cabin crew operate under
very favorable rosters and return home to their base every evening.

In January 2014 Ryanair moved into a new 100,000 sq. ft. office building in Airside Business Park in
Swords, Co Dublin, Ireland which houses its Irish operations including Ryanair Labs, a state-of-the-art digital
and IT innovation hub to develop a world class online travel platform.

All our team benefit from extensive travel concessions in Ryanair and discounted travel with other

carriers.

Always Getting Better

Ryanair's new Customer Charter, launched in March 2015, will underpin our relentless drive towards
improving all aspects of the Ryanair experience for its 100 million customers and comprises an 8-promise plan
as follows:

Always Getting Better is the way we promise to do things

We promise the lowest fares

We promise the best choice of destinations

We promise to always prioritise safety

We promise to strive to make your travel an enjoyable experience

We promise we will always be Europe’s most reliable airline

We promise to be transparent and to make travel simple for you

We promise to innovate, to make your travel exciting

Ryanair also announced a series of initiatives which will be rolled out over 2015 under the second year
of its three year “Always Getting Better” programme, with a range of improved services, fee reductions and
exciting digital developments to be introduced over the coming year. These include:

10.

New aircraft interiors & new cabin crew uniforms

Lower airport check-in fees and missed departure fees.

Real time airline fare comparisons on Ryanair.com.

A new destination content service, featuring customer reviews.

A new travel insurance product, replacing the current drop down insurance.

A personalised Ryanair.com website with up to 100 versions of the homepage and personalised
promotional emails with customer-specific tailored offers.

A new 'hold the fare' feature (€5 to hold a fare for 24 hours).

An improved inflight menu, with more healthy meal choices and a hot breakfast pre-order service on
key routes.

New seats with more leg room and new Boeing Sky Interiors.

Faster native mobile apps, an improved Ryanair.com desktop and an enhanced “My Ryanair
”customer registration system

Report on the Remuneration Committee on Directors’ Remuneration

The Remuneration Committee

Details of the Remuneration Committee are set out within the Corporate Governance Statement on page

23 of the Annual Report.

The role and responsibilities of the Remuneration Committee are set out in its written terms of reference,

which are available on the Company’s website www.ryanair.com.

All members of the Remuneration Committee have access to the advice of the Chief Executive and may,

in the furtherance of their duties, obtain independent professional advice at the Company’s expense.

Remuneration Policy

The remuneration policy of the Company is to ensure that the executive director and the senior key
management team are rewarded competitively, having regard to the comparative marketplace in Ireland and
the United Kingdom, in order to ensure that they are properly motivated to perform in the best interests of the
shareholders. Details of the total remuneration paid to senior key management (defined as the executive team
reporting to the Board of Directors) are set out in Note 27 of the consolidated Financial Statements.

Non-Executive Directors

Details of the remuneration paid to non-executive directors are set out in Note 19(b) to the consolidated

Financial Statements.

Directors can only be appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the Annual General Meeting following their appointment.
Ryanair’s Articles of Association require that all directors retire after a fixed period not exceeding three years.
Directors can then offer themselves for re-election at the Company’s Annual General Meeting.

None of the non-executive directors hold a service agreement with the Company that provides for

benefits upon termination.

Executive Director

The Chief Executive of the Company is the only executive director on the Board. Details of the

remuneration paid to the Chief Executive are set out in Note 19(a) to the consolidated Financial Statements.

Performance Related Bonuses

The Chief Executive and the key management team of the Company are eligible for a performance bonus
and other bonuses dependent upon the achievement of certain financial targets. Such bonus is dependent upon
the achievement of the annual group/ longer term targets with the balance based on the achievement of certain
personal targets.

Share Options

Details of the share options granted to executive and non-executive directors are set forth in Note 19(d)

to the consolidated Financial Statements.

Details of employee share option plans are set forth in Note 15(c) to the consolidated Financial

Statements.

Directors Pension Benefits

Details of the Chief Executive’s pension benefits are set forth in Note 19(c) to the consolidated Financial

Statements.

Directors Shareholdings

The interests of each Director that held office at the end of fiscal 2015, in the share capital of the

Company are set forth in Note 19(d) to the consolidated Financial Statements.

Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements

The directors are responsible for preparing the Annual Report and the consolidated and Company

financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare consolidated and Company financial statements for each
financial year. Under that law, the directors are required to prepare the consolidated financial statements in
accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU)
and have elected to prepare the Company financial statements in accordance with IFRSs as adopted by the EU
and as applied in accordance with the provisions of the Companies Acts, 2014. In preparing the consolidated
financial statements the directors have also elected to comply with IFRSs as issued by the International
Accounting Standards Board (IASB).

Under company law the directors must not approve the consolidated and Company financial statements
unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the
Group and the Company and of the Group’s profit or loss for that year.

In preparing each of the consolidated and Company financial statements, the directors are required to:

 select suitable accounting policies and then apply them consistently;

 make judgements and estimates that are reasonable and prudent;

 state whether they have been prepared in accordance with IFRS as adopted by the EU and IFRSs as issued by

the IASB; and

 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Group and the Company will continue in business.

Under applicable law and the requirements of the Listing Rules issued by the Irish Stock Exchange, the
directors are also responsible for preparing a Directors’ Report and reports relating to directors’ remuneration
and corporate governance that comply with that law and those Rules. In particular, in accordance with the
Transparency (Directive 2004/109/EC) Regulations 2007 (the Transparency Regulations), the directors are
required to include in their report a fair review of the business and a description of the principal risks and
uncertainties facing the Group and Company and a responsibility statement relating to those and other matters,
included below.

The directors are responsible for keeping adequate accounting records that disclose with reasonable
accuracy at any time the financial position of the Company and which enable them to ensure that the financial
statements of the Group are prepared in accordance with applicable IFRS as adopted by the European Union
and comply with the Companies Acts, 2014 and, as regards the consolidated financial statements, Article 4 of
the IAS Regulation. They are also responsible for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance of integrity of the corporate and financial information
included on the Company’s website. Legislation in the Republic of Ireland governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement, in accordance with the Transparency Regulations

Each of the directors, whose names and functions are listed on page 114 of the Annual Report confirm

that, to the best of their knowledge and belief:

 the consolidated financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true
and fair view of the assets, liabilities and financial position of the Group at March 31, 2015 and of its profit
for the year then ended;

 the Company financial statements, prepared in accordance with IFRSs as adopted by the EU, as applied in
accordance with the Companies Acts, 1963 to 2013, give a true and fair view of the assets, liabilities and
financial position of the Company at March 31, 2015, and

 the Directors’ Report contained in the Annual Report includes a fair review of the development and
performance of the business and the position of the Group and Company, together with a description of the
principal risks and uncertainties that they face.

Also, as explained in Note 1 on page 162 to 164 of the consolidated financial statements, the Group, in
addition to complying with its legal obligation to comply with IFRSs as adopted by the EU, has also prepared its
consolidated financial statements in compliance with IFRSs as issued by the IASB. The directors confirm that to
the best of their knowledge and belief these consolidated financial statements give a true and fair view of the
assets, liabilities and financial position of the Group at March 31, 2015 and of its profit for the year then ended.

Responsibility Statement, in accordance with the UK Corporate governance Code

The annual report and financial statements, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s performance, business model and
strategy.

On behalf of the Board

David Bonderman
Chairman
July 24, 2015

Michael O’Leary
Chief Executive

Independent Auditor’s Report to members of Ryanair Holdings plc

Opinions and conclusions arising from our audit

1 Our opinion on the financial statements is unmodified

We have audited the consolidated and Company financial statements (‘‘financial statements’’) of Ryanair
Holdings plc for the year ended March 31, 2015, which comprise the consolidated and Company balance sheets,
the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and
Company statements of changes in shareholders’ equity, the consolidated and Company statements of cash
flows and the related notes. The financial reporting framework that has been applied in their preparation is Irish
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU), and, as
regards the parent Company financial statements, as applied in accordance with the provisions of the Companies
Act 2014. Our audit was conducted in accordance with International Standards on Auditing (ISAs) (UK and
Ireland).

In our opinion:



the Group financial statements give a true and fair view of the assets, liabilities and financial position of
the group as at 31 March 2015 and of its profit for the year then ended;

the Company statement of financial position gives a true and fair view of the assets, liabilities and
financial position of the company as at 31 March 2015;

the Group financial statements have been properly prepared in accordance with IFRS as adopted by the
European Union;

the Company statement of financial position has been properly prepared in accordance with IFRS as
adopted by the European Union as applied in accordance with the provisions of the Companies Act
2014; and

the Company statement of financial position and the Group financial statements have been properly
prepared in accordance with the requirements of the Companies Act 2014 and, as regards the Group
financial statements, Article 4 of the IAS Regulation.

2 Our separate opinion in relation to IFRSs as issued by the IASB is unmodified

 As explained in Note 1 on page 162 of the consolidated financial statements, the Group, in addition to
complying with its legal obligation to comply with IFRSs as adopted by the EU, has also prepared its
consolidated financial statements in compliance with IFRSs as issued by the IASB.



In our opinion, the consolidated financial statements give a true and fair view, in accordance with IFRSs
as issued by the IASB, of the state of the Group’s affairs as at March 31, 2015 and of its profit for the
year then ended.

3 Our assessment of the risks of material misstatement

The risks of material misstatement detailed in this section of this report are those risks that we have deemed, in
our professional judgement, to have had the greatest effect on: the overall audit strategy; the allocation of
resources in our audit; and directing the efforts of the engagement team. Our audit procedures relating to these
risks were designed in the context of our audit of the financial statements as a whole. Our opinion on the
financial statements is not modified with respect to any of these risks, and we do not express an opinion on these
individual risks.

In arriving at our audit opinion above on the Group financial statements the risks of material misstatement that
had the greatest effect on our Group audit were as follows:

Carrying value of Property, Plant & Equipment

Refer to page 20 (Audit Committee Report), page 162 (accounting policy) and pages 173 to 174 (financial
disclosures,

The risk - Ryanair has property, plant and equipment with a carrying value of €5,471.1 million at 31 March
2015 (2014: €5,060.3 million) including aircraft (including engines and related equipment) with a carrying value
of €5,410.4 million (2014: €5,001.1 million). In accounting for these assets, Ryanair makes estimates about their
expected useful lives, expected residual values and the potential for impairment based on the fair value of the
assets and the cash flows they generate. Changes to the expected useful lives and/or the residual values of
Ryanair’s aircraft fleet could have a material impact on the profit for the year. This risk is described in the report
from the Audit Committee on page 22. Ryanair flies one aircraft type, the Boeing 737-800, all of which are
aged between one and twelve years. There is an active and established market for this asset class.

Independent Auditor’s Report to members of Ryanair Holdings plc (continued)

Opinions and conclusions arising from our audit (continued)

3 Our assessment of the risks of material misstatement (continued)

Carrying value of Property, Plant & Equipment (continued)
Our response - The procedures we performed, among others, to assess the carrying value of the aircraft
included:

 Comparing Ryanair’s estimates of expected useful life and residual value to manufacturers’

recommendations and to the published estimates of other international airlines.

 Assessing the allocation of purchase price to the various components of the aircraft to ensure that the

value allocated to its service potential compares with actual experience.

 Agreeing the fair value of this aircraft type to generally available independent third party valuation
reports prepared by specialist aircraft valuation experts to assess the accuracy of the residual value
estimate.

 Challenging the key assumptions underpinning Ryanair’s near and medium term financial projections
against historical performance and estimates of the likely economic conditions in its principal markets.

 Assessing the adequacy of the related disclosures.

Maintenance expense

Refer to page 20 (Audit Committee Report), page 162 (accounting policy) and pages 196 to 197 (financial
disclosures,

The risk - Ryanair had 51 aircraft held under operating lease at 31 March 2015 (2014: 51 aircraft). Under the
terms of operating lease agreements with aircraft lessors, Ryanair is contractually committed to either return the
aircraft in a certain condition or to compensate the lessor based on the actual condition of the airframe, engines
and life limited parts upon return. During the year ended 31 March 2015, Ryanair recorded maintenance
expense of €134.9 million (2014: €116.1 million) and carried provisions for future maintenance at 31 March
2015 of €176.2 million (2014: €132.2 million). The estimated airframe and engine maintenance costs and the
costs associated with the restitution of life limited parts are accrued and charged to profit and loss over the lease
term for the individual contractual obligation, based on the present value of the major airframe overhaul, engine
maintenance checks and restitution of life limited parts by reference to the number of hours flown or cycles
operated during the year. This risk is further highlighted in the report from the Audit Committee on page 22.

Our response - Our audit procedures in this area included, among others, testing the key assumptions made by
Ryanair in estimating future maintenance costs including anticipated use of the aircraft and the expected cost of
maintenance. The procedures included agreeing the actual cost of incurred maintenance to invoices and
comparing this with Ryanair’s estimates, agreeing estimated maintenance costs to maintenance contracts and
agreeing the expected use of assets to aircraft utilisation in the prior periods and to Ryanair’s scheduling plan.
We also assessed whether the disclosures made were appropriate.

Taxation
Refer to page 20 (Audit Committee Report), page 162 (accounting policy) and pages 194 to 196 (financial
disclosures,

The risk - Ryanair is headquartered and managed and controlled from Ireland. Nevertheless, Ryanair operates
extensively across Europe and North Africa. Airlines’ profits on international flights are taxed in the country of
residence of the airline which for Ryanair is Ireland. Profits from domestic flights which are flights within one
country are taxable in that jurisdiction. In addition to corporate taxes, Ryanair is subject to Value Added Tax
(“VAT”), passenger taxes (which are levies on passengers collected by Ryanair and paid to the relevant taxing
authority) and taxes on employment. Due to the interplay between tax laws in individual jurisdictions and the
nature of the industry whereby operations can begin and end in different jurisdictions, there is significant
complexity in determining corporation tax liability, VAT and payroll tax obligations. This risk is further
highlighted in the report from the Audit Committee on page 22.

Independent Auditor’s Report to members of Ryanair Holdings plc (continued)

Opinions and conclusions arising from our audit (continued)

Our response – In this area our audit procedures included, among others:

 Obtaining and inspecting Ryanair’s various tax filings in the principal jurisdictions in which it operates

and its correspondence with tax authorities.

 Engaging KPMG and other tax specialists, as appropriate, in impacted jurisdictions to assist with our

audit of Ryanair’s tax obligations.

 Challenging the key assumptions impacting on the critical estimates and judgements made by Ryanair in

determining its tax liabilities.

 Assessing whether Ryanair’s disclosures set out the risks inherent in the accounting for taxation

balances and related contingencies.

4 Our application of materiality and an overview of the scope of our audit

The materiality for the Group financial statements as a whole was set at €49.0 million (2014: €29.5 million).
This has been calculated using a benchmark of the Group’s profit before tax for the year from continuing
operations which we have determined, in our professional judgment, to be the principal financial consideration
for members of the Company in assessing financial performance of the Group.

We report to the Audit Committee all corrected and uncorrected misstatements we identified through our audit
with a value in excess of €2.0 million (2014: €1.4 million), in addition to other audit misstatements below that
threshold that we believe warranted reporting on qualitative grounds.

Ryanair is headquartered, managed and controlled from Ireland, and the majority of the audit work covering all
of the Group’s revenues, profit for the year and all of its assets and liabilities is undertaken and performed by an
audit team based in Dublin.

5 We have nothing to report in respect of the matters on which we are required to report by exception

ISAs (UK and Ireland) require that we report to you if, based on the knowledge we acquired during our audit,
we have identified information in the annual report that contains a material inconsistency with either that
knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading.

In particular, we are required to report to you if:

 we have identified any inconsistencies between the knowledge we acquired during our audit and the
directors’ statement that they consider the annual report is fair, balanced and understandable and
provides information necessary for shareholders to assess the entity’s performance, business model and
strategy; or



the Report from the Audit Committee included in the Corporate Governance Report does not
appropriately disclose those matters that we communicated to the audit committee.

The Listing Rules of the Irish Stock Exchange and UK Listing Authority require us to review:



the directors’ statement, set out on page 28, in relation to going concern;

the part of the Corporate Governance Report on page 15 relating to the Company’s compliance with the
ten provisions of the UK Corporate Governance Code and the two provisions of the Irish Corporate
Governance Annex specified for our review; and



certain elements of disclosures in the report to shareholders by the Board of Directors’ Remuneration
Committee.

In addition, the Companies Acts require us to report to you if, in our opinion, the disclosures of directors’
remuneration and transactions specified by law are not made.

Independent Auditor’s Report to members of Ryanair Holdings plc (continued)

Opinions and conclusions arising from our audit (continued)

6 Our conclusions on other matters on which we are required to report by the Companies Act 2014 are set

out below

We have obtained all the information and explanations which we consider necessary for the purposes of our
audit.

The Company statement of financial position is in agreement with the accounting records and, in our opinion,
adequate accounting records have been kept by the Company.

In our opinion the information given in the Directors’ Report is consistent with the financial statements and the
description in the Corporate Governance Statement of the main features of the internal control and risk
management systems in relation to the process for preparing the Group financial statements is consistent with
the Group financial statements.

7 Our conclusion on other matters on which we are required to report by the Companies Act 2014 is
accompanied by another matter – Opinion on Corporate Governance Statement

SI 83 of 2010 European Communities (Directive) 2006/46/EC Regulations 2010 has been revoked by the
Companies Act 2014 (the Act) without replacing Regulation 5 of those Regulations with an equivalent section
in the Act. Section 1373(7) is insufficiently clear to enable us to report. Consequently, we have not reported
under the requirements of section 1373(7) of the Act.

If Regulation 5 of SI 83 of 2010 had been included in the Act rather than section 1373(7), then our opinion
would have been as set out above, without reference to this matter.

Basis of our report, responsibilities and restrictions on use

As explained more fully in the Directors’ Responsibilities Statement set out on page 34, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit and express an opinion on the Group and Company financial statements in
accordance with applicable law and International Standards on Auditing (ISAs) (UK and Ireland). Those
standards require us to comply with the Financial Reporting Council’s Ethical Standards for Auditors.

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.

Independent Auditor’s Report to members of Ryanair Holdings plc (continued)

Our report is made solely to the Company’s members, as a body, in accordance with section 391 of the
Companies Act 2014. 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
July 24, 2015

Presentation of Financial and Certain Other Information

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, 2015
(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, 2015. The Federal Reserve Rate for euro on July 24, 2015 was €1.00 =
$1.0976 or $1.00 = €0.9111. 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 forward-looking
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

Item 1.

Item 2.

Item 3.

Item 4.

PART I

Identity of Directors, Senior Management and Advisers ................................................................ 45

Offer Statistics and Expected Timetable ......................................................................................... 45

Key Information .............................................................................................................................. 45
The Company .................................................................................................................................. 45
Selected Financial Data ................................................................................................................... 46
Exchange Rates ............................................................................................................................... 48
Selected Operating and Other Data ................................................................................................. 50
Risk Factors ..................................................................................................................................... 51

Information on the Company .......................................................................................................... 68
Introduction ..................................................................................................................................... 68
Strategy ........................................................................................................................................... 69
Route System, Scheduling and Fares .............................................................................................. 73
Marketing and Advertising.............................................................................................................. 74
Reservations on Ryanair.Com ......................................................................................................... 75
Aircraft ............................................................................................................................................ 75
Ancillary Services ........................................................................................................................... 77
Maintenance and Repairs ................................................................................................................ 78
Safety Record .................................................................................................................................. 80
Airport Operations .......................................................................................................................... 81
Fuel ................................................................................................................................................. 83
Insurance ......................................................................................................................................... 84
Facilities .......................................................................................................................................... 85
Trademarks ...................................................................................................................................... 86
Government Regulation .................................................................................................................. 87
Description of Property ................................................................................................................... 93

Item 4A.

Unresolved Staff Comments ........................................................................................................... 93

Item 5.

Item 6.

Operating and Financial Review and Prospects .............................................................................. 94
History ............................................................................................................................................. 94
Business Overview .......................................................................................................................... 94
Recent Operating Results ................................................................................................................ 98
Critical Accounting Policies ............................................................................................................ 99
Results of Operations .................................................................................................................... 101
Fiscal Year 2015 Compared with Fiscal Year 2014 ...................................................................... 101
Fiscal Year 2014 Compared with Fiscal Year 2013 ...................................................................... 104
Seasonal Fluctuations .................................................................................................................... 107
Recently Issued Accounting Standards ......................................................................................... 107
Liquidity and Capital Resources ................................................................................................... 108
Off-Balance Sheet Transactions .................................................................................................... 113
Trend Information ......................................................................................................................... 113
Inflation ......................................................................................................................................... 113

Directors, Senior Management and Employees ............................................................................ 114
Directors ........................................................................................................................................ 114
Executive Officers ......................................................................................................................... 119
Compensation of Directors and Executive Officers ...................................................................... 120
Staff and Labor Relations .............................................................................................................. 121

Item 7.

Major Shareholders and Related Party Transactions ..................................................................... 122
Major Shareholders ....................................................................................................................... 122
Related Party Transactions ............................................................................................................ 123

Item 8.

Item 9.

Item 10.

Item 11.

Financial Information .................................................................................................................... 123
Consolidated Financial Statements ............................................................................................... 123
Other Financial Information .......................................................................................................... 123
Significant Changes ...................................................................................................................... 131

The Offer and Listing .................................................................................................................... 132
Trading Markets and Share Prices................................................................................................. 132

Additional Information .................................................................................................................. 135
Description of Capital Stock ......................................................................................................... 135
Options to Purchase Securities from Registrant or Subsidiaries ................................................... 135
Articles of Association .................................................................................................................. 136
Material Contracts ......................................................................................................................... 137
Exchange Controls ........................................................................................................................ 138
Limitations On Share Ownership By Non-EU Nationals .............................................................. 138
Taxation ........................................................................................................................................ 140
Documents on Display .................................................................................................................. 145

Quantitative and Qualitative Disclosures About Market Risk ...................................................... 146
General .......................................................................................................................................... 146
Fuel Price Exposure and Hedging ................................................................................................. 146
Foreign Currency Exposure and Hedging ..................................................................................... 147
Interest Rate Exposure and Hedging ............................................................................................. 149

Item 12.

Description of Securities Other than Equity Securities ................................................................. 150

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies ....................................................................... 151

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds ........................... 151

Item 15.

Controls and Procedures................................................................................................................ 151
Disclosure Controls and Procedures.............................................................................................. 151
Management’s Annual Report on Internal Control Over Financial Reporting.............................. 152
Changes in Internal Control Over Financial Reporting ................................................................. 153

Item 16.

Reserved ........................................................................................................................................ 153

Item 16A. Audit Committee Financial Expert................................................................................................ 153

Item 16B. Code of Ethics ............................................................................................................................... 153

Item 16C.

Principal Accountant Fees and Services ....................................................................................... 153

Item 16D. Exemptions from the Listing Standards for Audit Committees .................................................... 154

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers........................................ 154

Item 16F. Change in Registrant’s Certified Accountant ................................................................................ 154

Item 16G. Corporate Governance .................................................................................................................. 154

Item 16H. Mine Safety Disclosure ................................................................................................................. 155

Item 17.

Financial Statements ..................................................................................................................... 155

Item 18.

Financial Statements ..................................................................................................................... 155

PART III

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

THE COMPANY

Ryanair operates an ultra-low fare, scheduled airline serving short-haul, point-to-point routes largely in
Europe from 72 bases to airports across Europe, which together are referred to as “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 air travel model in Europe in the early 1990s. As of June 30, 2015, the Company offered over 1,600
short-haul flights per day serving approximately 190 airports largely across Europe, with a fleet of more than 315
Boeing 737-800 aircraft and six additional leased aircraft acquired on short term leases for summer of 2015 to
provide extra capacity. 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. On July 10, 2015, Ryanair confirmed that the Board of Ryanair Holdings voted
unanimously to accept the IAG offer for Ryanair’s 29.8% shareholding in Aer Lingus Group plc, subject to that
offer receiving merger clearance from the European Commission (which was subsequently granted on July 15,
2015). 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

The following tables set forth certain of the Company’s selected consolidated financial information as of
and for the periods indicated, financial information presented in euro in the table below has been derived from the
consolidated financial statements that are prepared in accordance with IFRS. The financial information for fiscal
2015 has been translated from euro to US$ using the Federal Reserve Rate on March 31, 2015. This information
should be read in conjunction with: (i) the audited consolidated financial statements of the Company and related
notes thereto included in Item 18 and (ii) “Item 5. Operating and Financial Review and Prospects.”

Income Statement Data:

2015(a)

Total operating revenues.............................. $6,073.0
€5,654.0
Total operating expenses ............................. $(4,952.8) €(4,611.1)
€1,042.9
Operating income ........................................ $1,120.2
Net interest (expense) .................................. $(60.5)

€(56.3)

Fiscal year ended March 31,

2015

2014

2013
(in millions, except per-Ordinary Share data)
€4,884.0

€3,629.5
€(4,378.1) €(4,165.8) €(3,707.0) €(3,141.3)

€4,390.2

€5,036.7

2012

2011

€658.6

€718.2

€683.2

€488.2

€(66.7)

€(71.9)

€(64.9)

€(66.7)

Other non-operating (expense) income ........ $(4.5)
Profit before taxation ................................... $1,055.2
Tax expense on profit on ordinary

activities ...................................................

$(124.3)
Profit after taxation ...................................... $930.9
Ryanair Holdings basic earnings per
Ordinary Share (U.S. cents)/(euro
cent) ......................................................... $67.23

Ryanair Holdings diluted earnings per
Ordinary Share (U.S. cents)/(euro
cent) ......................................................... $67.09

Ryanair Holdings dividend paid per
Ordinary Share (U.S. cents)/(euro
cent) ......................................................... $40.28

Balance Sheet Data:

€(4.2)

€982.4

€(0.5)

€591.4

€4.6

€14.7

€650.9

€633.0

€(0.6)

€420.9

€(115.7)
€866.7

€(68.6)
€522.8

€(81.6)
€569.3

€(72.6)
€560.4

€(46.3)
€374.6

€62.59

€36.96

€39.45

€38.03

€25.21

€62.46

€36.86

€39.33

€37.94

€25.14

€37.50

n/a

€34.00

n/a

€33.57

2015(a)

2015

Cash and cash equivalents ............................... $1,272.4
€1,184.6
Total assets ...................................................... $13,088.3 €12,185.4
Long-term debt, including capital lease

obligations ....................................................

$4,760.0
Shareholders’ equity ........................................ $4,334.1
Issued share capital ..........................................
$9.3
Weighted Average Number of Ordinary

€4,431.6
€4,035.1
€8.7

As of March 31,
2013
2014
(in millions)
€1,240.9
€8,943.0

€1,730.1
€8,812.1

2012

2011

€2,708.3
€9,001.0

€2,028.3
€8,596.0

€3,083.6
€3,285.8

€3,498.3
€3,272.6

€3,625.2
€3,306.7

€3,649.4
€2,953.9

€8.8

€9.2

€9.3

€9.5

Shares ...........................................................

1,384.7

1,414.6

1,443.1

1,473.7

1,485.7

Cash Flow Statement Data:

Fiscal year ended March 31,

2015(a)

2015

2014

Net cash inflow from operating activities ......... $1,814.6
Net cash (outflow)/inflow from investing

€1,689.4

€1,044.6

2013
(in millions)
€1,023.5

2012

2011

€1,020.3

€786.3

activities ........................................................

$(3,102.2)

€(2,888.2)

€300.7 €(1,821.5)

€(185.4)

€(474.0)

Net cash inflow/(outflow) from financing

activities ........................................................

$701.7

€653.3

€(856.1)

€(669.4)

€(154.9)

€238.1

(Decrease)/increase in cash and cash

equivalents ....................................................

$(585.9)

€(545.5)

€489.2 €(1,467.4)

€680.0

€550.4

______________
(a) Dollar amounts are initially measured in euro in accordance with IFRS and then translated to U.S.$ solely for

convenience at the Federal Reserve Rate on March 31, 2015, of €1.00 = $1.0741 or $1.00 = €0.9310

EXCHANGE RATES

The following table sets forth, for the periods indicated, certain information concerning the exchange rate
between: (i) the U.S. dollar and the euro; (ii) the U.K. pound sterling and the euro; and (iii) the U.K. pound sterling
and the U.S. dollar. Such rates are provided solely for the convenience of the reader and are not necessarily the rates
used by the Company in the preparation of its consolidated financial statements included in Item 18. No
representation is made that any of such currencies could have been, or could be, converted into any other of such
currencies at such rates or at any other rate.

U.S. dollars per €1.00(a)

Year ended December 31,

End of
Period

Average
(b)

Low

High

2010 .................................................................................................... 1.336
2011 .................................................................................................... 1.296
2012 .................................................................................................... 1.319
2013 .................................................................................................... 1.378
2014 .................................................................................................... 1.210

Month ended
January 31, 2015 ................................................................................. —
February 28, 2015 ............................................................................... —
March 31, 2015 ................................................................................... —
April 30, 2015 ..................................................................................... —
May 31, 2015 ...................................................................................... —
June 30, 2015 ...................................................................................... —
Period ended July 24, 2015 ................................................................. —

1.326
1.392
1.291
1.328
1.330

—
—
—
—
—
—
—

—
—
—
—

1.128
1.120
1.052
1.058
1.088
1.091
1.085

—
—
—
—

1.202
1.146
1.121
1.117
1.143
1.140
1.115

U.K. pounds sterling per €1.00(c)

Year ended December 31,

End of
Period

Average
(b)

Low

High

2010 .................................................................................................... 0.857
2011 .................................................................................................... 0.836
2012 .................................................................................................... 0.811
2013 .................................................................................................... 0.830
2014 .................................................................................................... 0.776

0.858
0.868
0.811
0.849
0.806

—
—
—
—
—
—
—

—
—
—
—

0.745
0.725
0.706
0.713
0.707
0.709
0.694

—
—
—
—

0.785
0.757
0.737
0.736
0.744
0.735
0.721

U.K. pounds sterling per U.S.$1.00(d)

Year ended December 31,

End of
Period

Average (b)

Low

High

2010 ..................................................................................................... 0.641
2011 ..................................................................................................... 0.645
2012 ..................................................................................................... 0.615
2013 ..................................................................................................... 0.603
2014 ..................................................................................................... 0.642

0.647
0.624
0.628
0.639
0.607

—
—
—
—

Month ended
January 31, 2015 ................................................................................ —
February 28, 2015 .............................................................................. —
March 31, 2015 .................................................................................. —
April 30, 2015 .................................................................................... —
May 31, 2015 ..................................................................................... —
June 30, 2015 ..................................................................................... —
Period ended July 24, 2015 ................................................................ —

______________

—
—
—
—
—
—
—

0.651
0.645
0.650
0.646
0.634
0.630
0.640

0.666
0.665
0.681
0.683
0.661
0.658
0.651

(a) Based on the Federal Reserve Rate for euro.
(b) The average of the relevant exchange rates on the last business day of each month during the relevant

period.

(c) Based on the composite exchange rate as quoted at 5 p.m., New York time, by Bloomberg/Reuters.
(d) Based on the Federal Reserve Rate for U.K. pound sterling.

As of July 24, 2015, the exchange rate between the U.S. dollar and the euro was €1.00 = $1.0976, or $1.00
= €0.9111; the exchange rate between the U.K. pound sterling and the euro was U.K. £1.00 = €1.4130, or €1.00 =
U.K. £0.7077; and the exchange rate between the U.K. pound sterling and the U.S. dollar was U.K. £1.00 = $1.5514,
or $1.00 = U.K. £0.6446. For a discussion of the impact of exchange rate fluctuations on the Company’s results of
operations, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”

SELECTED OPERATING AND OTHER DATA

The following tables set forth certain operating data of Ryanair for each of the fiscal years shown. Such
data are derived from the Company’s consolidated financial statements prepared in accordance with IFRS and
certain other data, and are not audited. For definitions of the terms used in this table, see the Glossary in Appendix
A.

Operating Data:

2015

Fiscal Year ended March 31,
2012
2013

2014

2011

Operating Margin ..................................
Break-even Load Factor ........................
Avg. Booked Passenger Fare (€) ...........
Ancillary Rev. per Booked Passenger (€)
Cost Per Booked Passenger (€) ..............
Avg. Fuel Cost per U.S. Gallon (€) .......

18%
72%
47.05
15.39
50.92
2.34

13%
72%
46.40
15.27
53.61
2.45

15%
70%
48.20
13.43
52.56
2.38

14%
70%
45.36
11.69
48.90
2.07

14%
72%
39.24
11.12
43.59
1.76

2015

Other Data:
Revenue Passengers Booked ................. 90,555,521
88%
Booked Passenger Load Factor .............
Average Sector Length (miles) ..............
776
Sectors Flown ........................................
545,034
Number of Airports Served at

Period End ..........................................

189

Average Daily Flight Hour

Utilization (hours) ...............................
Staff at Period End .................................
Staff per Aircraft at Period End ............
Booked Passengers per Staff at

9.03
9,394
31

Period End ..........................................

9,640

______________

2011
72,062,659
83%
727
463,460

158

8.36
8,560
31

8,418

Fiscal Year ended March 31,
2013

2014

2012

81,668,285
83%
788
524,765

79,256,253
82%
754
512,765

75,814,551
82%
771
489,759

186

8.81
8,992
30

9,082

167

8.24
9,137
30

8,674

159

8.47
8,388
30

9,038

RISK FACTORS

Risks Related to the Company

Changes in Fuel Costs and Availability Affect the Company’s Results. Jet fuel costs are subject to wide
fluctuations as a result of many economic and political factors and events occurring throughout the world that
Ryanair can neither control nor accurately predict, including increases in demand, sudden disruptions in supply and
other concerns about global supply, as well as market speculation. While oil prices increased substantially in fiscal
years 2012, 2013 and 2014, they reduced significantly in the second half of fiscal 2015 and currently remain at these
lower levels. As international prices for jet fuel are denominated in U.S. dollars, Ryanair’s fuel costs are also subject
to certain exchange rate risks. Substantial price increases, adverse exchange rates, or the unavailability of adequate
fuel supplies, including, without limitation, any such events resulting from international terrorism, prolonged
hostilities in the Middle East or other oil-producing regions or the suspension of production by any significant
producer, may adversely affect Ryanair’s profitability. In the event of a fuel shortage resulting from a disruption of
oil imports or otherwise, additional increases in fuel prices or a curtailment of scheduled services could result.

Ryanair has historically entered into arrangements providing for substantial protection against fluctuations
in fuel prices, generally through forward contracts covering periods of up to 18 months of anticipated jet fuel
requirements. As of July 24, 2015, Ryanair had entered into forward jet fuel (jet kerosene) contracts covering
approximately 90% of its estimated requirements for the fiscal year ending March 31, 2016 at prices equivalent to
approximately $910 per metric ton. In addition, as of July 24, 2015, Ryanair had entered into forward jet fuel (jet
kerosene) contracts covering approximately 70% of its estimated requirements for the fiscal year ending March 31,
2017 at prices equivalent to approximately $657 per metric ton. Ryanair is exposed to risks arising from fluctuations
in the price of fuel, and movements in the euro/U.S. dollar exchange rate because of the limited nature of its hedging
program, especially in light of the recent volatility in the relevant currency and commodity markets. Any further
movements in fuel costs could have a material adverse effect on Ryanair’s financial performance. In addition, any
further strengthening of the U.S. dollar against the euro could have an adverse effect on the cost of buying fuel in
euro. As of July 24, 2015, Ryanair had hedged approximately 90% of its forecasted fuel-related dollar purchases
against the euro at a rate of approximately $1.33 per euro for the fiscal year ending March 31, 2016 and
approximately 90% of its forecasted fuel related dollar purchases against the euro at a rate of approximately $1.19
per euro for the fiscal year ending March 31, 2017.

No assurances whatsoever can be given about trends in fuel prices, and average fuel prices for future years
may be significantly higher than current prices. Management estimates that every $10 movement in the price of a
metric ton of jet fuel will impact Ryanair’s costs by approximately €2.5 million, taking into account Ryanair’s
hedging program for the 2016 fiscal year. There can be no assurance, however, in this regard, and the impact of fuel
prices on Ryanair’s operating results may be more or less pronounced. There also cannot be any assurance that
Ryanair’s current or any future arrangements will be adequate to protect Ryanair from increases in the price of fuel
or that Ryanair will not incur losses due to high fuel prices, either alone or in combination with other factors.
Because of Ryanair’s low fares and its no-fuel-surcharges policy, as well as Ryanair’s expansion plans, which could
have a negative impact on yields, its ability to pass on increased fuel costs to passengers through increased fares or
otherwise is somewhat limited. Moreover, the expansion of Ryanair’s fleet from September 2014 onwards has
resulted and will likely continue to result in an increase, in absolute terms, in Ryanair’s aggregate fuel costs.

Ryanair Has Seasonally Grounded Aircraft. In recent years, in response to high fuel prices, typically lower
winter traffic and yields and higher airport charges and/or taxes, Ryanair has adopted a policy of grounding a certain
portion of its fleet during the winter months (from November to March). In the winter of fiscal year 2015, Ryanair
grounded approximately 50 aircraft (down from 70 in fiscal year 2014) and the Company intends to again ground
approximately 50 aircraft in fiscal 2016. Ryanair’s policy of seasonally grounding aircraft presents some risks.
While Ryanair seeks to implement its seasonal grounding policy in a way that will allow it to reduce losses by
operating flights during periods of high oil prices to high cost airports at low winter yields, there can be no assurance
that this strategy will be successful.

Additionally, Ryanair’s growth has been largely dependent on increasing summer capacity, and decreasing
winter capacity, which may affect the overall future growth of Ryanair. Furthermore, while seasonal grounding does
reduce Ryanair’s variable operating costs, it does not avoid fixed costs such as aircraft ownership costs, and it also
decreases Ryanair’s potential to earn ancillary revenues. Decreasing the number and frequency of flights may also
negatively affect Ryanair’s labor relations, including its ability to attract flight personnel only interested in year
round employment. Such risks could lead to negative effects on Ryanair’s financial condition and/or results of
operations.

Ryanair May Not Achieve All of the Expected Benefits of its Recent Strategic Initiatives. Ryanair is in the
process of implementing a series of strategic initiatives that are expected to have a significant impact on its business.
Among other things, these initiatives include scheduling more flights to primary airports, selling flights via
corporate travel agents on global distribution systems (“GDS”), a higher marketing spend, and adjusting the airline’s
yield management strategy with the goal of increasing load factors. In fiscal years 2014 and 2015, Ryanair
announced a series of customer-experience related initiatives under its “Always Getting Better” customer experience
program, including a new easier-to-navigate website with a fare finder facility, a mobile app, reduced penalty fees,
more customer-friendly baggage allowances, 24 hour grace periods to correct minor booking errors, the introduction
of allocated seating for all passengers and family, business traveler and group booking facilities. For additional
information on these initiatives, see “Item 4. Information on the Company —Strategy”. Although customer reaction
to the measures has so far been positive and management expects these initiatives to be accretive to the Company’s
results over time, no assurance can be given that the financial impact of the initiatives will be positive, particularly
in the short to medium term. In particular, certain of the strategic initiatives may have the effect of increasing certain
of the Company’s costs (including airport fees and marketing expenses) while reducing ancillary revenues
previously earned from website sales and from various penalty fees and charges. Although the Company expects
that revenues from allocated seating will offset the reduction in ancillary revenues, there can be no assurance that
this will occur. Factors beyond Ryanair’s control, including but not limited to customer acceptance, competitive
reactions, market and economic conditions and other challenges described in this report could limit Ryanair’s ability
to achieve some or all of the expected benefits of these initiatives. A relatively minor shortfall from expected
revenue levels (or increase in expected costs) could have a material adverse effect on the Company’s growth or
financial performance.

Currency Fluctuations Affect the Company’s Results. Although the Company is headquartered in Ireland, a
significant portion of its operations are conducted in the U.K. Consequently, the Company has significant operating
revenues and operating expenses, as well as assets and liabilities, denominated in U.K. pounds sterling. In addition,
fuel, aircraft, insurance, and some maintenance obligations are denominated in U.S. dollars. The Company’s
operations and financial performance can therefore be significantly affected by fluctuations in the values of the U.K.
pound sterling and the U.S. dollar. Ryanair is particularly vulnerable to direct exchange rate risks between the euro
and the U.S. dollar because a significant portion of its operating costs are incurred in U.S. dollars and none of its
revenues are denominated in U.S. dollars.

Although the Company engages in foreign currency hedging transactions between the euro and the U.S.
dollar, between the euro and the U.K. pound sterling, and between the U.K. pound sterling and the U.S. dollar,
hedging activities cannot be expected to eliminate currency risks. See “Item 11. Quantitative and Qualitative
Disclosures About Market Risk.”

The Company May Not Be Successful in Increasing Fares to Cover Rising Business Costs. Ryanair operates
a low-fares airline. The success of its business model depends on its ability to control costs so as to deliver low fares
while at the same time earning a profit. Ryanair has limited control over its fuel costs and already has comparatively
low operating costs. In periods of high fuel costs, if Ryanair is unable to further reduce its other operating costs or
generate additional revenues, operating profits are likely to fall. Furthermore, as part of its change in marketing and
airport strategy, the Company will expect increased marketing and advertising costs along with higher airport
charges due to the increasing number of primary airports to which it operates . Ryanair cannot offer any assurances
regarding its future profitability. Changes in fuel costs and availability could have a material adverse impact on
Ryanair’s results. See “—The Company Faces Significant Price and Other Pressures in a Highly Competitive
Environment” below and “—Changes in Fuel Costs and Availability Affect the Company’s Results” above.

The Company is Subject to Legal Proceedings Alleging State Aid at Certain Airports. Formal investigations
are ongoing by the European Commission into Ryanair’s agreements with the Lübeck, Klagenfurt, Paris (Beauvais),
La Rochelle, Carcassonne, Cagliari, Girona and Reus airports. The investigations seek to determine whether the
agreements constitute illegal state aid under EU law. The investigations are expected to be completed in mid to late
2015, with the European Commission’s decisions being appealable to the EU General Court. Between 2010 and
2014, investigations into Ryanair’s agreements with the Bratislava, Tampere, Marseille, Berlin (Schönefeld),
Aarhus, Dusseldorf (Weeze), Brussels (Charleroi), Frankfurt (Hahn), Alghero and Stockholm (Västerås) airports
concluded with findings that these agreements contained no state aid. In 2014, the European Commission
announced findings of state aid to Ryanair in its arrangements with Pau, Nimes, Angouleme, Altenburg and
Zweibrücken airports, ordering Ryanair to repay a total of approximately €10.4 million of alleged state aid. Ryanair
has appealed to the EU General Court the decisions in the Angouleme and Pau cases, and is currently preparing
appeals of the remaining ‘aid’ decisions. These appeal proceedings are expected to take between two and four
years. In addition to the European Commission investigations, Ryanair is facing allegations that it has benefited
from unlawful state aid in a number of national court cases, including in relation to its arrangements with Frankfurt
(Hahn) and Lübeck airports. Adverse rulings in the above state aid matters could be used as precedents by
competitors to challenge Ryanair’s agreements with other publicly owned airports and could cause Ryanair to
strongly reconsider its growth strategy in relation to public or state-owned airports across Europe. This could in turn
lead to a scaling-back of Ryanair’s overall growth strategy due to the smaller number of privately owned airports
available for development.

On July 25, 2012, the European Commission decided that Ryanair, along with Aer Lingus Group plc (“Aer
Lingus”) and Aer Arann, had been in receipt of unlawful state aid from the Irish government as a result of being an
identified beneficiary of the two-tier air travel tax in place for flights departing from Irish airports between March
2009 and March 2011. Ryanair was the original complainant to the European Commission, alleging that the air
travel tax favored Aer Arann and Aer Lingus. Ryanair appealed the decision of the European Commission to the
EU General Court on November 14, 2012. On February 5, 2015, the EU General Court partially annulled the
European Commission’s 2012 decision and held that the actual quantum of aid depended on the extent of pass-
through of the “tax reduction” to passengers. Both Ryanair and the Commission have appealed the EU General
Court’s decision to the European Court of Justice. In addition, Ryanair has submitted a response to the European
Commission’s appeal, in support of certain findings of the EU General Court. On the basis of the European
Commission’s 2012 decision, the Irish State was obliged to recover the alleged unlawful state aid from Ryanair
before the Irish courts, and initiated its claim in April 2013. The Irish State was seeking approximately €12 million
plus interest from Ryanair in those proceedings. Following the EU General Court’s partial annulment of the
European Commission’s decision, Ryanair applied for the Government’s claim to be struck out. In April 2015, both
the Irish State’s case and Ryanair’s application to have it struck out were stayed pending the outcome of the appeal
to the European Court of Justice. Ryanair’s proceedings, initiated in July 2012, before the Irish courts for recovery
of the entire amount of the air travel tax paid during the period March 2009 – March 2011 on the basis of the two-
tier nature of the tax being unlawful under EU law are pending.

No assurance can be given as to the outcome of these legal proceedings, nor as to whether any unfavorable
outcomes may, individually or in the aggregate, have an adverse effect on the results of operations or financial
condition of Ryanair.

For

additional

information, please

see

“Item 8. Financial

InformationOther Financial

InformationLegal Proceedings.”

The Company Faces Significant Price and Other Pressures in a Highly Competitive Environment. Ryanair
operates in a highly competitive marketplace, with a number of low-fare, traditional and charter airlines competing
throughout its route network. Airlines compete primarily in respect of fare levels, frequency and dependability of
service, name recognition, passenger amenities (such as access to frequent flyer programs), and the availability and
convenience of other passenger services. Unlike Ryanair, certain competitors are state-owned or state-controlled flag
carriers and in some cases may have greater name recognition and resources and may have received, or may receive
in the future, significant amounts of subsidies and other state aid from their respective governments. In addition, the
EU-U.S. Open Skies Agreement, which came into effect in March 2008, allows U.S. carriers to offer services in the
intra-EU market, which could eventually result in increased competition in the EU market. See “Item 4. Information
on the Company—Government Regulation—Liberalization of the EU Air Transportation Market.”

The airline industry is highly susceptible to price discounting, in part because airlines incur very low
marginal costs for providing service to passengers occupying otherwise unsold seats. Both low-fare and traditional
airlines sometimes offer low fares in direct competition with Ryanair across a significant proportion of its route
network as a result of the liberalization of the EU air transport market and greater public acceptance of the low-fares
model. The recent decrease in fuel prices may enable weaker, unhedged, airlines to pass through fuel savings via
lower fares. While Ryanair is hedged at levels that are expected to deliver unit cost savings over the next two fiscal
years, it is hedged at prices that are above the current spot prices. There is no guarantee that lower fuel prices will
not lead to greater price competition and encourage new entrants to the market in the short to medium term.

Although Ryanair intends to compete vigorously and to assert its rights against any predatory pricing or
other similar conduct, price competition among airlines could reduce the level of fares and/or passenger traffic on
Ryanair’s routes to the point where profitability may not be achievable.

In addition to traditional competition among airline companies and charter operators who have entered the
low-fares market, the industry also faces competition from ground transportation (including high-speed rail systems)
and sea transportation alternatives, as businesses and recreational travelers seek substitutes for air travel.

The Company Will Incur Significant Costs Acquiring New Aircraft and Any Instability in the Credit and
Capital Markets Could Negatively Impact Ryanair’s Ability to Obtain Financing on Acceptable Terms. Ryanair’s
continued growth is dependent upon its ability to acquire additional aircraft to meet additional capacity needs and to
replace older aircraft. Ryanair had over 315 aircraft in its principle fleet by June 30, 2015 and has ordered an
additional 372 new aircraft (a mix of new Boeing 737-800 next generation aircraft and 737-MAX-200 aircraft) for
delivery during fiscal 2016 to fiscal 2024 pursuant to contracts with the Boeing Company (the “2013 Boeing
Contract” and “2014 Boeing Contract”). Ryanair expects to have approximately 520 operating aircraft in its fleet by
March 31, 2024, depending on the level of lease returns/disposals. For additional information on the Company’s
aircraft fleet and expansion plans, see “Item 4. Information on the Company—Aircraft” and “Item 5. Operating and
Financial Review and ProspectsLiquidity and Capital Resources.” There can be no assurance that this planned
expansion will not outpace the growth of passenger traffic on Ryanair’s routes or that traffic growth will not prove
to be greater than the expanded fleet can accommodate. In either case, such developments could have a material
adverse effect on the Company’s business, results of operations, and financial condition.

As a result of the 2013 Boeing Contract and 2014 Boeing Contract, the Company is expected to raise
substantial debt financing to cover all of the expected aircraft deliveries over the period from September 2014 to
November 2023, including Ryanair’s issuance of €850.0 million in 1.875% unsecured eurobonds with a 7 year tenor
in June 2014 and issuance of €850.0 million in 1.125% unsecured eurobonds with an 8 year tenor in March 2015
that are both guaranteed by Ryanair Holdings. Furthermore, Ryanair’s ability to raise unsecured or secured debt to
pay for aircraft as they are delivered is subject to various conditions imposed by the counterparties and debt markets
to such loan facilities and related loan guarantees, and any future financing is expected to be subject to similar
conditions. Any failure by Ryanair to comply with such conditions would have a material adverse effect on its
operations and financial condition.

Using the debt capital markets to finance the Company and the 2013 and 2014 Boeing Contracts requires
the Company to retain its investment grade credit ratings, (the Company has a BBB+ (stable) credit rating from S&P
and a BBB+ (stable) credit rating from Fitch Ratings). There is a risk that the Company will be unable, or unwilling,
to access these markets if it is downgraded or is unable to retain its investment grade credit ratings and this could
lead to a higher cost of finance for Ryanair.

Ryanair has also entered into significant derivative transactions intended to hedge its current aircraft
acquisition-related debt obligations. These derivative transactions expose Ryanair to certain risks and could have
adverse effects on its results of operations and financial condition. See “Item 11. Quantitative and Qualitative
Disclosures About Market Risk.”

The Company’s Growth May Expose It to Risks. Ryanair’s operations have grown rapidly since it pioneered
the low-fares operating model in Europe in the early 1990s. Ryanair intends to continue to expand its fleet and add
new destinations and additional flights, with the goal of increasing Ryanair’s booked passenger volumes to
approximately 160.0 million passengers per annum by March 31, 2024, an increase of approximately 77% from the
approximately 90.6 million passengers booked in the 2015 fiscal year. However, no assurance can be given that this
target will be met. If growth in passenger traffic and Ryanair’s revenues do not keep pace with the planned
expansion of its fleet, Ryanair could suffer from overcapacity and its results of operations and financial condition
(including its ability to fund scheduled purchases of the new aircraft and related debt repayments) could be
materially adversely affected.

The continued expansion of Ryanair’s fleet and operations, at a rate lower than in previous years (although
in absolute terms it may be higher), combined with other factors, may also strain existing management resources and
related operational, financial, management information and information technology systems. Expansion will
generally require additional skilled personnel, equipment, facilities and systems. An inability to hire skilled
personnel or to secure required equipment and facilities efficiently and in a cost-effective manner may adversely
affect Ryanair’s ability to achieve its growth plans and sustain or increase its profitability.

Ryanair’s New Routes and Expanded Operations May Have an Adverse Financial Impact on its Results.
Currently, a substantial number of carriers operate routes that compete with Ryanair, and the Company expects to
face further intense competition.

When Ryanair commences new routes, its load factors and fares tend to be lower than those on its
established routes and its advertising and other promotional costs tend to be higher, which may result in initial losses
that could have a material negative impact on Ryanair’s results of operations as well as require a substantial amount
of cash to fund. In addition, there can be no assurance that Ryanair’s low-fares service will be accepted on new
routes. Ryanair also periodically runs special promotional fare campaigns, in particular in connection with the
opening of new routes. Promotional fares may have the effect of increasing load factors and reducing Ryanair’s
yield and passenger revenues on such routes during the periods that they are in effect. Ryanair has other significant
cash needs as it expands, including the cash required to fund aircraft purchases or aircraft deposits related to the
acquisition of additional Boeing 737-800 and Boeing 737-MAX-200 series aircraft. There can be no assurance that
Ryanair will have sufficient cash to make such expenditures and investments, and to the extent Ryanair is unable to
expand its route system successfully, its future revenue and earnings growth will in turn be limited. See “—The
Company Will Incur Significant Costs Acquiring New Aircraft and Any Instability in the Credit and Capital
Markets Could Negatively Impact Ryanair’s Ability to Obtain Financing on Acceptable Terms” above.

Ryanair’s Continued Growth is Dependent on Access to Suitable Airports; Charges for Airport Access are
Subject to Increase. Airline traffic at certain European airports is regulated by a system of grandfathered “slot”
allocations. Each slot represents authorization to take-off and land at the particular airport at a specified time. As
part of Ryanair’s recent strategic initiatives, which include more flights to primary airports, Ryanair is operating to
an increasing number of slot coordinated airports, a number of which have constraints at particular times of the day.
There can be no assurance that Ryanair will be able to obtain a sufficient number of slots at slot-coordinated airports
that it may wish to serve in the future, at the time it needs them, or on acceptable terms. There can also be no
assurance that its non-slot constrained bases, or the other non-slot constrained airports Ryanair serves, will continue
to operate without slot allocation restrictions in the future. See “Item 4. Information on the Company—Government
Regulation—Slots.” Airports may impose other operating restrictions such as curfews, limits on aircraft noise levels,
mandatory flight paths, runway restrictions, and limits on the number of average daily departures. Such restrictions
may limit the ability of Ryanair to provide service to or increase service at such airports.

Ryanair’s future growth also materially depends on its ability to access suitable airports located in its
targeted geographic markets at costs that are consistent with Ryanair’s strategy. Any condition that denies, limits, or
delays Ryanair’s access to airports it serves or seeks to serve in the future would constrain Ryanair’s ability to grow.
A change in the terms of Ryanair’s access to these facilities or any increase in the relevant charges paid by Ryanair
as a result of the expiration or termination of such arrangements and Ryanair’s failure to renegotiate comparable
terms or rates could have a material adverse effect on the Company’s financial condition and results of operations.
For example in July 2012, the Spanish government increased airport taxes at the two largest airports, Barcelona and
Madrid, by over 100%, while smaller increases were implemented at other Spanish airports. As a result, Ryanair

cancelled routes and reduced capacity on remaining routes from Madrid and Barcelona in response to the Spanish
government’s decision to double airport taxes at the two airports. For additional information, see “Item 4.
Information on the Company—Airport Operations—Airport Charges.” See also “—The Company Is Subject to
Legal Proceedings Alleging State Aid at Certain Airports” above.

The Company’s Acquisition of 29.8% of Aer Lingus and Subsequent Failure to Conclude a Complete
Acquisition of Aer Lingus Could Expose the Company to Risk. During the 2007 fiscal year, the Company acquired
25.2% of Aer Lingus. The Company increased its interest to 29.3% during the 2008 fiscal year, and to 29.8% during
the 2009 fiscal year at a total aggregate cost of €407.2 million. Following the acquisition of its initial stake and upon
the approval of the Company’s shareholders, management proposed to effect a tender offer to acquire the entire
share capital of Aer Lingus. This 2006 offer was, however, prohibited by the European Commission on competition
grounds.

In October 2007, the European Commission reached a formal decision that it would not force Ryanair to
sell its shares in Aer Lingus. This decision has been affirmed on appeal. However, EU legislation may change in the
future to require such a forced disposition. If eventually forced to dispose of its stake in Aer Lingus, Ryanair could
suffer significant losses due to the negative impact on market prices of the forced sale of such a significant portion
of Aer Lingus’ shares.

The United Kingdom’s Office of Fair Trading (“OFT”) wrote to Ryanair in September 2010, advising that
it intended to investigate Ryanair’s minority stake in Aer Lingus. Ryanair objected on the basis that the OFT’s
investigation was time-barred. On June 15, 2012, the OFT referred the investigation of Ryanair’s minority stake in
Aer Lingus to the U.K. Competition Commission (the “Competition Commission”).

On June 19, 2012, Ryanair announced its third all cash offer to acquire all of the ordinary shares of Aer
Lingus it did not own at a price of €1.30 per ordinary share and immediately commenced pre-notification
discussions with the European Commission for the purpose of preparing a merger filing. Ryanair contended that,
pending the outcome of the European Commission’s review of Ryanair’s bid, on the basis of the duty of “sincere
cooperation” between the EU and the Member States, and under the EU Merger Regulation, the Competition
Commission’s investigation of Ryanair’s minority stake in Aer Lingus should not proceed. Nevertheless, Aer Lingus
argued that the investigation should proceed and that Ryanair’s offer was in breach of certain provisions of the UK
Enterprise Act 2002.

On July 10, 2012, the Competition Commission ruled that Ryanair’s bid was not in breach of the UK
Enterprise Act, but nevertheless decided that its investigation of the minority stake could proceed in parallel with the
European Commission’s investigation of Ryanair’s offer for Aer Lingus. In July 2012, Ryanair appealed the latter
part of the Competition Commission’s ruling to the UK Competition Appeal Tribunal (“CAT”), and the Competition
Commission’s investigation was suspended pending the appeal process. On August 8, 2012, the CAT rejected
Ryanair’s appeal and found that the Competition Commission’s investigation could proceed in parallel with the
European Commission’s investigation, but that the Competition Commission must avoid taking any final decision
which could conflict with the European Commission’s ultimate conclusion on Ryanair’s bid. In August 2012,
Ryanair appealed the CAT judgment to the UK Court of Appeal. In December 2012, the Court of Appeal rejected
Ryanair’s appeal and subsequently the Competition Commission’s investigation restarted. On December 13, 2012,
Ryanair applied to the UK Supreme Court for permission to appeal the judgment of the UK Court of Appeal. The
UK Supreme Court refused permission to appeal on April 25, 2013.

On February 27, 2013, the European Commission prohibited Ryanair’s bid to acquire the entire share
capital of Aer Lingus on the claimed basis that it would be incompatible with the EU internal market. Ryanair
appealed this decision to the EU General Court on May 8, 2013. The judgment of the EU General Court is expected
in 2016 and may affirm or annul the decision of the European Commission.

Following the European Commission’s decision to prohibit its offer for Aer Lingus, Ryanair actively
engaged with the Competition Commission’s investigation of the minority stake. On August 28, 2013, the
Competition Commission issued its final decision in which it found that Ryanair’s shareholding “gave it the ability
to exercise material influence over Aer Lingus” and “had led or may be expected to lead to a substantial lessening of
competition in the markets for air passenger services between Great Britain and Ireland.” As a result of its findings,
the Competition Commission ordered Ryanair to reduce its shareholding in Aer Lingus to no more than five percent
of Aer Lingus’ issued ordinary shares. Ryanair appealed the Competition Commission’s final decision to the CAT
on September 23, 2013. The CAT rejected Ryanair’s appeal on March 7, 2014. On April 23, 2014, the CAT granted
Ryanair permission to appeal the CAT’s judgment to the UK Court of Appeal. The UK Court of Appeal rejected
Ryanair’s appeal on February 12, 2015. On March 12, 2015, Ryanair applied to the UK Supreme Court for
permission to appeal the judgment of the UK Court of Appeal. On July 14, 2015, the Supreme Court refused
permission, bringing the appeal process against the Competition Commission’s final decision to conclusion.

On February 12, 2015, Ryanair applied to the Competition and Markets Authority (“CMA”) (formerly the
Competition Commission) for a review of its August 28, 2013 decision on the basis that the proposed offer by the
International Airlines Group (“IAG”) for Aer Lingus, announced in December 2014, amounted to a material change
of circumstances which necessitated such review and the setting aside of the divestment order. On June 11, 2015 the
CMA adopted a decision rejecting Ryanair’s contention that IAG’s proposed bid amounted to a material change of
circumstances and imposing its divestment order. Ryanair appealed that decision and the imposition of the
divestment order to the CAT. On July 15, 2015 the CAT dismissed Ryanair’s appeal. Ryanair has submitted an
application for permission to appeal this ruling to the UK Court of Appeal.

On June 19, 2015, IAG issued a formal offer for Aer Lingus Group plc. The offer, which was
recommended by the Board of Aer Lingus Group plc, consists of cash consideration of €2.50 per ordinary share plus
a €0.05 ordinary dividend (already paid in May 2015). The offer is subject to the acceptance of the offer by key
shareholders, namely the Irish government and Ryanair, and regulatory approval from the European competition
authorities.

On July 10, 2015, Ryanair confirmed that the Board of Ryanair Holdings voted unanimously to accept the
IAG offer for Ryanair’s 29.8% shareholding in Aer Lingus Group plc, subject to that offer receiving merger
clearance from the European Commission (which was subsequently granted on July 14, 2015).

For more information, see “Item 8. Financial Information—Other Financial Information—Legal

Proceedings—Matters Related to Investment in Aer Lingus.”

Labor Relations Could Expose the Company to Risk. A variety of factors, including, but not limited to,
Ryanair’s profitability and its seasonal grounding policy, may make it difficult for Ryanair to avoid increases to
salary levels and productivity payments. Consequently, there can be no assurance that Ryanair’s existing employee
compensation arrangements will not be subject to change or modification at any time. These steps may lead to
deterioration in labor relations in Ryanair and could impact Ryanair’s business or results. Ryanair also operates in
certain jurisdictions with above average payroll taxes and employee-related social insurance costs, which could have
an impact on the availability and cost of employees in these jurisdictions. Ryanair’s crew in continental Europe
generally operate on Irish contracts of employment on the basis that those crew work mainly on Irish Territory, (i.e.,
on board Irish Registered Aircraft). A number of challenges have been initiated by government agencies in a number
of countries to the applicability of Irish labor law to these contracts, and if Ryanair were forced to concede that Irish
jurisdiction did not apply to those crew who operate from continental Europe then it could lead to increased salary,
social insurance and pension costs and a potential loss of flexibility. In relation to social insurance costs, the
European Parliament implemented amendments to Regulation (EC) 883/2004 which, in the majority of jurisdictions,
imposes substantial social insurance contribution increases for either or both Ryanair and the individual employees.
While this change to social insurance contributions relates primarily to new employees, its effect in the long term
may materially increase Company or employee social insurance contributions and could affect Ryanair’s decision to
operate from those high cost locations, resulting in redundancies and a consequent deterioration in labor relations.
For additional details see — “Change in EU Regulations in Relation to Employers and Employee Social Insurance
could Increase Costs” below.

Ryanair currently conducts collective bargaining negotiations with groups of employees, including its pilots
and cabin crew, regarding pay, work practices, and conditions of employment, through collective-bargaining units
called Employee Representative Committees (“ERC”). Following negotiations through this ERC system, pilots at all
of Ryanair’s bases are covered by four, five or six year collective agreements on pay, allowances and rosters which
fall due for negotiation at various dates between 2016 and 2021. Cabin crew at all of Ryanair’s bases are also party
to long term collective agreements on pay, allowances and rosters, which expire in March 2017. On June 19, 2009,
BALPA (the U.K. pilots union) made a request for voluntary recognition under applicable U.K. legislation, which
Ryanair rejected. BALPA had the option of applying to the U.K.’s Central Arbitration Committee (“CAC”) to
organize a vote on union recognition by Ryanair’s pilots in relevant bargaining units, as determined by the CAC, but
BALPA decided not to proceed with an application at that time. The option to apply for a ballot remains open to
BALPA and if it were to seek and be successful in such a ballot, it would be able to represent the U.K. pilots in
negotiations over salaries and working conditions. Limitations on Ryanair’s flexibility in dealing with its employees
or the altering of the public’s perception of Ryanair generally could have a material adverse effect on Ryanair’s
business, operating results, and financial condition. For additional details, see “Item 6. Directors, Senior
Management and Employees—Staff and Labor Relations.” Limitations on Ryanair’s flexibility in dealing with its
staff or the altering of the public’s perception of Ryanair generally could have a material adverse effect on the
Company’s business, operating results, and financial condition.

The Company is Dependent on External Service Providers. Ryanair currently assigns its engine overhauls
and “rotable” repairs to outside contractors approved under the terms of Part 145, the European regulatory standard
for aircraft maintenance established by the European Aviation Safety Agency (“Part 145”). The Company also
assigns its passenger, aircraft and ground handling services at airports other than Dublin and certain airports in Spain
and the Canary Islands to established external service providers. See “Item 4. Information on the Company—
Maintenance and Repairs—Heavy Maintenance” and “Item 4. Information on
the Company—Airport
OperationsAirport Handling Services.”

The termination or expiration of any of Ryanair’s service contracts or any inability to renew them or
negotiate replacement contracts with other service providers at comparable rates could have a material adverse effect
on the Company’s results of operations. Ryanair will need to enter into airport service agreements in any new
markets it enters, and there can be no assurance that it will be able to obtain the necessary facilities and services at
competitive rates. In addition, although Ryanair seeks to monitor the performance of external parties that provide
passenger and aircraft handling services, the efficiency, timeliness, and quality of contract performance by external
providers are largely beyond Ryanair’s direct control. Ryanair expects to be dependent on such outsourcing
arrangements for the foreseeable future.

The Company is Dependent on Key Personnel. Ryanair’s success depends to a significant extent upon the
efforts and abilities of its senior management team, including Michael O’Leary, the Chief Executive Officer, and
key financial, commercial, operating and maintenance personnel. In October 2014, Mr. O’Leary signed a new five
year contract with the Company. This contract can be terminated by either party giving twelve months’ notice. See
“Item 6. Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—
Employment and Bonus Agreement with Mr. O’Leary.” Ryanair’s success also depends on the ability of its
executive officers and other members of senior management to operate and manage effectively, both independently
and as a group. Although Ryanair’s employment agreements with Mr. O’Leary and some of its other senior
executives contain non-competition and non-disclosure provisions, there can be no assurance that these provisions
will be enforceable in whole or in part. Competition for highly qualified personnel is intense, and either the loss of
any executive officer, senior manager, or other key employee without adequate replacement or the inability to attract
new qualified personnel could have a material adverse effect upon Ryanair’s business, operating results, and
financial condition.

The Company Faces Risks Related to its Internet Reservations Operations and its Announced Elimination
of Airport Check-in Facilities. Ryanair’s flight reservations are made through its website, GDSs and mobile app.
Although Ryanair has established a contingency program whereby the website is hosted in three separate locations,
each of these locations accesses the same booking engine, located at a single center, in order to make reservations.

A back-up booking engine is available to Ryanair to support its existing platform in the event of a
breakdown in this facility. Nonetheless, the process of switching over to the back-up engine could take some time
and there can be no assurance that Ryanair would not suffer a significant loss of reservations in the event of a major
breakdown of its booking engine or other related systems, which, in turn, could have a material adverse effect on
Ryanair’s operating results or financial condition.

Since October 1, 2009, all passengers have been required to use Internet check-in. Internet check-in is part
of a package of measures intended to reduce check-in lines and passenger handling costs and pass on these savings
by reducing passenger airfares. Ryanair has deployed this system across its network. Any disruptions to the Internet
check-in service as a result of a breakdown in the relevant computer systems or otherwise could have a material
adverse impact on these service-improvement and cost-reduction efforts. There can be no assurance, however, that
this process will continue to be successful or that consumers will not switch to other carriers that provide standard
check-in facilities, which would negatively affect Ryanair’s results of operations and financial condition.

The Company Faces Risks Related to Unauthorized Use of Information from the Company’s Website.
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 may include hidden
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. Ryanair is currently involved in a number of legal proceedings against the proprietors of
screenscraper websites in Ireland, Germany, The Netherlands, France, Spain, Italy and Switzerland. Ryanair’s
objective is to prevent any unauthorized use of its website. Ryanair does allow certain companies who operate fare
comparison (i.e. not reselling) websites to access its schedule and fare information for the purposes of price
comparison provided they sign a license and use the agreed method to access the data. Ryanair also permits
Travelport (trading as Galileo and Worldspan), Amadeus and Sabre, GDS operators, to provide access to Ryanair’s
fares to traditional and corporate travel agencies. Ryanair has received favorable rulings in Ireland, Germany and
The Netherlands, and unfavorable rulings in Spain, France and Italy, in its actions against screenscrapers. 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 consequently to a reduction in Ryanair’s ancillary revenue stream. Also, some customers may
be lost to Ryanair once they are presented by a screenscraper website with a Ryanair fare inflated by the
screenscraper’s intermediary fee. This could also adversely affect Ryanair’s reputation as a low-fares airline, which
could negatively affect Ryanair’s results of operations and financial condition.

For additional details, see “Item 8. Financial Information—Other Financial Information—Legal

Proceedings—Legal Proceedings Against Internet Ticket Touts.”

Ryanair is Subject To Cyber Security Risks And May Incur Increasing Costs In An Effort To Minimize
Those Risks. As almost all of Ryanair’s reservations are made through its website, security breaches could expose it
to a risk of loss or misuse of customer information, litigation and potential liability. Although Ryanair takes steps to
secure its website and management information systems, the security measures it has implemented may not be
effective, and its systems may be vulnerable to theft, loss, damage and interruption from a number of potential
sources and events, including unauthorized access or security breaches, cyber attacks, computer viruses, power loss,
or other disruptive events. Ryanair may not have the resources or technical sophistication to anticipate or prevent
rapidly evolving types of cyber attacks. Attacks may be targeted at Ryanair, its customers and suppliers, or others
who have entrusted it with information.

In addition, data and security breaches can also occur as a result of non-technical issues, including breaches
by Ryanair or by persons with whom it has commercial relationships that result in the unauthorized release of
personal or confidential information. Any such cyber attack or other security issue could result in a significant loss
of reservations and customer confidence in the website and its business which, in turn, could have a material adverse
effect on Ryanair’s operating results or financial condition and potentially entail its incurring significant litigation or
other costs.

The Irish Corporation Tax Rate Could Rise. The majority of Ryanair’s profits are subject to Irish
corporation tax at a statutory rate of 12.5%. Due to the size and scale of the Irish government’s budgetary deficit and
although Ireland has exited the “bailout” which was funded by a combination of loans from the International
Monetary Fund and the European Union, there remains a risk that the Irish government could increase Irish
corporation tax rates above 12.5% in order to repay current or future loans or to increase tax revenues.

At 12.5%, the rate of Irish corporation tax is lower than that applied by most of the other European Union
member states, and has periodically been subject to critical comment by the governments of other EU member
states. Although the Irish government has repeatedly publicly stated that it will not increase corporation tax rates,
there can be no assurance that such an increase in corporation tax rates will not occur.

In the event that the Irish government increases corporation tax rates or changes the basis of calculation of
corporation tax from the present basis, any such changes would result in the Company paying higher corporate taxes
and would have an adverse impact on our cash flows, financial position and results of operations.

Change in EU Regulations in Relation to Employers and Employee Social Insurance Could Increase Costs.
The European Parliament passed legislation governing the payment of employee and employer social insurance
costs in May 2012. The legislation was introduced in late June 2012. The legislation governs the country in which
employees and employers must pay social insurance costs. Prior to June 2012, Ryanair paid employee and employer
social insurance in the country under whose laws the employee’s contract of employment is governed, which is
either the U.K. or Ireland. Under the terms of this new legislation, employees and employers must pay social
insurance in the country where the employee is based. The legislation includes grandfathering rights which means
that existing employees (i.e. those employed prior to the introduction of the new legislation in June 2012) should be
exempt from the effects of this legislation for a period of 10 years up until 2022. However, both new and existing
employees who transfer from their present base location to a new base in another EU country may be impacted by
the new rules in relation to employee and employer contributions. Each country within the EU has different rules
and rates in relation to the calculation of employee and employer social insurance contributions. Ryanair estimates
that the change in legislation will not have any initial material impact on its salary costs although it will have an
adverse impact over time in the majority of jurisdictions in which Ryanair currently operates from.

Ryanair is Subject to Tax Audits. The Company operates in many jurisdictions and is, from time to time,
subject to tax audits, which by their nature are often complex and can require several years to conclude. While the
Company is of the view that it is tax compliant in the various jurisdictions in which it operates, there can be no
guarantee, particularly in the current economic environment, that it will not receive tax assessments following the
conclusion of the tax audits. If assessed, the Company will robustly defend its position. In the event that the
Company is unsuccessful in defending its position, it is possible that the effective tax rate, employment and other
costs of the Company could materially increase. See “—The Irish Corporation Tax Rate Could Rise” above.

Risks Associated with the Euro. The Company is headquartered in Ireland and its reporting currency is the
euro. As a result of the ongoing uncertainty arising from the Eurozone debt crisis, in 2012 there was widespread
speculation regarding the future of the Eurozone, including with regard to Ireland, the country in which the
Company is headquartered. To date, there have been no exits from the Eurozone. Although the economic
environment in Ireland has considerably improved, there is still a risk of contagion spreading to the weaker
Eurozone members. Greece in particular is a potential risk as negotiations around the final restructuring of their
existing debt program continue. As many international banks no longer have material exposure to Greek bonds or
Greek banks, the risk of contagion in the banking system as a result of Greek default is now considered to be low but
should not be totally discounted. In addition, the UK government confirmed in May 2015 that it plans to hold a
referendum in relation to the UK’s continuing membership of the EU before 2017. Should the UK decide to leave
the EU, this could have a negative impact on the euro’s value relative to the UK pound sterling. Ryanair
predominantly operates to/from countries within the Eurozone and has significant operational and financial
exposures to the Eurozone that could result in a reduction in the operating performance of Ryanair or the
devaluation of certain assets. Ryanair has taken certain risk management measures to minimize any disruptions,
however these risk management measures may be insufficient.

The Company has cash and aircraft assets and debt liabilities that are denominated in euro on its balance
sheet. In addition, the positive/negative mark-to-market value of derivative-based transactions are recorded in euro
as either assets or liabilities on the Company’s balance sheet. Uncertainty regarding the future of the Eurozone could
have a materially adverse effect on the value of these assets and liabilities. In addition to the assets and liabilities on
Ryanair’s balance sheet, the Company has a number of cross currency risks as a result of the jurisdictions of the
operating business including non-euro revenues, fuel costs, certain maintenance costs and insurance costs. A
weakening in the value of the euro primarily against U.K. pound sterling and U.S. dollar, but also against other non-
Eurozone European currencies and Moroccan Dirhams, could negatively impact the operating results of the
Company.

Recession, austerity and uncertainty in connection with the euro could also mean that Ryanair is unable to
grow. The recent European recession and austerity measures still in effect in several European countries could mean
that Ryanair may be unable to expand its operations due to lack of demand for air travel.

Risks Related to the Airline Industry

The Airline Industry Is Particularly Sensitive to Changes in Economic Conditions: A Continued
Recessionary Environment Would Negatively Impact Ryanair’s Result of Operations. Ryanair’s operations and the
airline industry in general are sensitive to changes in economic conditions. Unfavorable economic conditions such
as government austerity measures, the uncertainty relating to the Eurozone, high unemployment rates, constrained
credit markets and increased business operating costs could lead to reduced spending by both leisure and business
passengers. Unfavorable economic conditions, such as the conditions persisting as of the date hereof, also tend to
impact Ryanair’s ability to raise fares to counteract increased fuel and other operating costs. A continued
recessionary environment, combined with austerity measures by European governments, will likely negatively
impact Ryanair’s operating results. It could also restrict the Company’s ability to grow passenger volumes, secure
new airports and launch new routes and bases, and could have a material adverse impact on its financial results.

The Introduction of Government Taxes on Travel Could Damage Ryanair’s Ability to Grow and Could
Have a Material Adverse Impact on Operations. The U.K. government levies an Air Passenger Duty (“APD”) of
£13 per passenger. The tax was previously set at £5 per passenger, but it was increased to £10 per passenger in 2007,
£11 in 2009, £12 in 2010 and subsequently to £13 in April 2012. The increase in this tax is thought to have had a
negative impact on Ryanair’s operating performance, both in terms of average fares paid and growth in passenger
volumes. On December 3, 2014, the U.K. government announced that it is reducing APD for children under the age
of 12 years from May 1, 2015. It also announced that this reduction of APD will be extended to persons under the
age of 16 years from March 1, 2016. In 2008, the Dutch government introduced a travel tax ranging from €11 on
short-haul flights to €45 on long-haul flights (withdrawn with effect from July 1, 2009). On March 30, 2009, the
Irish government also introduced a €10 Air Travel Tax on all passengers departing from Irish airports on routes
longer than 300 kilometers but subsequently reduced it to €3 on March 30, 2011. On April 1, 2014 the tax imposed
by the Irish government was abolished. In Germany, the government introduced an air passenger tax of €8 in
January 2011 which was subsequently reduced to €7.50 in January 2012. In Austria, the government also introduced
an ecological air travel levy of €8 in January 2011. The Moroccan government has also introduced a similar tax
(equivalent to approximately €9) from April 2014. The Italian government has recently proposed to increase the
municipal taxes in Italy by €2, however, no final decision has yet been made.

Other governments also have introduced or may introduce similar taxes. See “Item 4. Information on the
Company—Airport Operations—Airport Charges.” The introduction of government taxes on travel has had a
negative impact on passenger volumes, particularly given the current period of decreased economic activity. The
introduction of further government taxes on travel across Europe could have a material negative impact on Ryanair’s
results.

Terrorism in the United Kingdom or Elsewhere in Europe Could Have a Material Detrimental Effect on the
Company. On August 10, 2006, U.K. security authorities arrested and subsequently charged eight individuals in
connection with an alleged plot to attack aircraft operating on transatlantic routes. As a result of these arrests, U.K.
authorities introduced increased security measures, which resulted in all passengers being body-searched, and a ban
on the transportation in carry-on baggage of certain liquids and gels. The introduction of these measures led to
passengers suffering severe delays while passing through these airport security checks. As a result, Ryanair
cancelled 279 flights in the days following the incident and refunded a total of €2.7 million in fares to approximately
40,000 passengers. In the days following the arrests, Ryanair also suffered reductions in bookings estimated to have
resulted in the loss of approximately €1.9 million of additional revenue. As in the past, the Company reacted to these
adverse events by initiating system-wide fare sales to stimulate demand for air travel.

In addition, reservations on Ryanair’s flights to London dropped materially for a number of days in the
immediate aftermath of the terrorist attacks in London on July 7, 2005. Although the terrorist attack in Glasgow on
June 30, 2007 and the failed terrorist attacks in London on July 21, 2005 and June 29, 2007 had no material impact
on bookings, there can be no assurance that future such attacks will not affect passenger traffic. Future acts of
terrorism or significant terrorist threats in markets that are significant to Ryanair, could have a material adverse
effect on the Company’s profitability or financial condition should the public’s willingness to travel to and from
those markets decline as a result. See also “—The 2001 Terrorist Attacks on the United States Had a Severe
Negative Impact on the International Airline Industry” below.

The 2001 Terrorist Attacks on the United States Had a Severe Negative Impact on the International Airline
Industry. The terrorist attacks on the United States on September 11, 2001, in which four commercial aircraft were
hijacked, had a severe negative impact on the international airline industry, particularly on U.S. carriers and carriers
operating international services to and from the United States. Although carriers such as Ryanair that operate
primarily or exclusively in Europe were generally spared from such material adverse impacts on their businesses, the
cost to all commercial airlines of insurance coverage for certain third-party liabilities arising from “acts of war” or
terrorism increased dramatically after the September 11 attacks. See “Item 4. Information on the Company—
Insurance.” In addition, Ryanair’s insurers have indicated that the scope of the Company’s current “act of war”-
related insurance may exclude certain types of catastrophic incidents, such as certain forms of biological, chemical
or “dirty bomb” attacks. This could result in the Company’s seeking alternative coverage, including government
insurance or self-insurance, which could lead to further increases in costs. Although Ryanair to date has included
increased insurance costs in the ticket price charged to passengers, there can be no assurance that it will continue to
be successful in doing so.

Because a substantial portion of airline travel (both business and personal) is discretionary and because
Ryanair is substantially dependent on discretionary air travel, any prolonged general reduction in airline passenger
traffic may adversely affect the Company. Similarly, any significant increase in expenses related to security,
insurance or related costs could have a material adverse effect on the Company. Any further terrorist attacks in the
U.S. or in Europe, particularly in London or other markets that are significant to Ryanair, any significant military
actions by the United States or EU nations or any related economic downturn may have a material adverse effect on
demand for air travel and thus on Ryanair’s business, operating results, and financial condition. See also “—
Terrorism in the United Kingdom or Elsewhere in Europe Could have a Material Detrimental Effect on the
Company” above.

EU Regulation on Passenger Compensation Could Significantly Increase Related Costs. EU Regulation
(EC) No. 261/2004 requires airlines to compensate passengers (holding a valid ticket) who have been denied
boarding or whose flight has been cancelled or delayed more than 3 hours on arrival. This legislation, which came
into force on February 17, 2005, imposes fixed levels of compensation to be paid to passengers in the event of the
situations described above. In November 2009, the Court of Justice of the EU in the Sturgeon case decided that
provisions of the legislation in relation to monetary compensation are not only applicable to denied boarding and
flight cancellations but also to flight delays (over three hours on arrival). However, such provisions do not apply
when the flight cancellation or delay (over three hours on arrival), is caused for reasons outside of the control of the
airline (extraordinary circumstances) such as unsafe weather conditions, air-traffic control strikes/delays, unexpected
flight safety shortcomings, sabotage, aircraft manufacturing defects, security risks, political instability. A recent UK
court case - Huzar vs. Jet2 heard in the UK Court of Appeal in May 2014 has considerably narrowed the

‘extraordinary circumstances’ defence. This case was referred to the UK Supreme Court for a final appeal.
However in October 2014 the Supreme Court refused to hear the appeal on the grounds that it did not raise a point of
law of general public importance and because the existing European Union law given by the European Court of
Justice (Sturgeon case) already provided a sufficient answer. As matters stand now only technical issues which can
be attributed to a manufacturing defect or sabotage will fall within the extraordinary circumstances defence. There
is one last bastion of hope in the form of yet another referral to the European Court of Justice. Van der Lans v KLM
is asking for further clarification on the meaning of extraordinary technical defects. This case was heard by the
Ninth Chamber of the European Court of Justice in May 2015 with a final decision expected before the end of the
year. The regulation calls for compensation of €250, €400, or €600 per passenger, depending on the length of the
flight. As Ryanair’s average flight length is less than 1,500 km – the upper limit for short-haul flights – the amount
payable is generally €250 per passenger. Passengers subject to flight delays over two hours are also entitled to
“assistance,” including meals, drinks and telephone calls, as well as hotel accommodation if the delay extends
overnight. For delays of over five hours, the airline is also required to offer the option of a refund of the cost of the
unused ticket. There can be no assurance that the Company will not incur a significant increase in costs in the future
due to the impact of this legislation, if Ryanair experiences a large number of cancelled flights, which could occur as
a result of certain types of events beyond its control. See “—Risks Related to the Airline Industry—Volcanic Ash
Emissions Could Affect the Company and Have a Material Adverse Effect on the Company’s Results of
Operations” below.

EU Regulation of Emissions Trading Will Increase Costs. On November 19, 2008, the European Council of
Ministers adopted legislation to add aviation to the EU Emissions Trading Scheme (“ETS”) with effect from 2012.
This scheme, which had until then applied mainly to industrial companies, is a cap-and-trade system for CO2
emissions to encourage industries to improve their CO2 efficiency. Under the legislation, airlines are granted initial
CO2 allowances based on historical performance and a CO2 efficiency benchmark. Any shortage of allowances has
to be purchased in the open market and/or at government auctions. The cost of such allowances in the context of the
Company’s energy costs are not material at current market prices. There can be no assurance that Ryanair will be
able to obtain sufficient carbon credits or that the cost of the credits will not have a material adverse effect on the
Company’s business, operating results, and financial condition.

Volcanic Ash Emissions Could Affect the Company and Have a Material Adverse Effect on the Company’s
Results of Operations. Between April 15 and April 20, 2010 and May 4 and May 17, 2010, a significant portion of
the airspace over northern Europe was closed by authorities as a result of safety concerns presented by emissions of
ash from an Icelandic volcano. This closure forced Ryanair to cancel 9,490 flights. In May 2011, there were further
periodic closures of parts of the European airspace due to emissions of ash from another Icelandic volcano, which
resulted in the cancellation of 96 flights.

Under the terms of Regulation (EC) No. 261/2004, described above, Ryanair has certain duties to
passengers whose flights are cancelled. In particular, Ryanair is required to reimburse passengers who have had their
flights cancelled for certain reasonable, documented expenses – primarily for accommodation and food. Passengers
must also be given a re-routing option if their flight is delayed over three hours or if it is cancelled. Such re-routing
options are not limited to Ryanair flights and other carriers must be considered if no suitable Ryanair flight can be
sourced. If a passenger elects for a refund, Ryanair’s reimbursement and re-routing obligations cease.

Volcanic emissions may happen again and could lead to further significant flight cancellation costs which
could have a material adverse impact on the Company’s financial condition and results of operations. Furthermore,
volcanic emissions (whether from current or new sources) or similar atmospheric disturbances and resulting
cancellations due to the closure of airports could also have a material adverse effect on the Company’s financial
performance indirectly, as a consequence of changes in the public’s willingness to travel within Europe due to the
risk of flight disruptions.

Any Significant Outbreak of any Airborne Disease Could Significantly Damage Ryanair’s Business.
Worldwide, there has, from time to time, been substantial publicity in recent years regarding certain potent influenza
viruses and other disease epidemics. Publicity of this type may have a negative impact on demand for air travel in
Europe. Past outbreaks of MERS, SARS, foot-and-mouth disease, avian flu and swine flu have adversely impacted
the travel industries, including aviation, in certain regions of the world, including Europe. The Company believes

that if any influenza or other pandemic becomes severe in Europe, its effect on demand for air travel in the markets
in which Ryanair operates could be material, and it could therefore have a significantly adverse impact on the
Company. A severe outbreak of swine flu, MERS, SARS, foot-and-mouth disease, avian flu or another pandemic or
livestock-related disease also may result in European or national authorities imposing restrictions on travel, further
damaging Ryanair’s business. A serious pandemic could therefore severely disrupt Ryanair’s business, resulting in
the cancellation or loss of bookings, and adversely affecting Ryanair’s financial condition and results of operations.

The Company is Dependent on the Continued Acceptance of Low-fares Airlines. Ryanair has an excellent
30 year safety record. In past years, however, accidents or other safety-related incidents involving certain other low-
fares airlines have had a negative impact on the public’s acceptance of such airlines. Any adverse event potentially
relating to the safety or reliability of low-fares airlines (including accidents or negative reports from regulatory
authorities) could adversely impact the public’s perception of, and confidence in, low-fares airlines like Ryanair, and
could have a material adverse effect on Ryanair’s financial condition and results of operations.

The Company Faces the Risk of Loss and Liability. Ryanair has an excellent 30 year safety record,
however, it is exposed to potential catastrophic losses that may be incurred in the event of an aircraft accident or
terrorist incident. Any such accident or incident could involve costs related to the repair or replacement of a
damaged aircraft and its consequent temporary or permanent loss from service. In addition, an accident or incident
could result in significant legal claims against the Company from injured passengers and others who experienced
injury or property damage as a result of the accident or incident, including ground victims. Ryanair currently
maintains passenger liability insurance, employer liability insurance, aircraft insurance for aircraft loss or damage,
and other business insurance in amounts per occurrence that are consistent with industry standards.

Ryanair currently believes its insurance coverage is adequate (although not comprehensive). However,
there can be no assurance that the amount of insurance coverage will not need to be increased, that insurance
premiums will not increase significantly, or that Ryanair will not be forced to bear substantial losses from any
accidents not covered by its insurance. Airline insurance costs increased dramatically following the September 2001
terrorist attacks on the United States. See “—The 2001 Terrorist Attacks on the United States Had a Severe Negative
Impact on the International Airline Industry” above. Substantial claims resulting from an accident in excess of
related insurance coverage could have a material adverse effect on the Company’s results of operations and financial
condition. Moreover, any aircraft accident, even if fully insured, could lead to the public perception that Ryanair’s
aircraft were less safe or reliable than those operated by other airlines, which could have a material adverse effect on
Ryanair’s business.

EU Regulation No. 2027/97, as amended by Regulation No. 889/2002, governs air carrier liability. See
“Item 4. Information on the Company—Insurance” for details of this regulation. This regulation increased the
potential liability exposure of air carriers such as Ryanair. Although Ryanair has extended its liability insurance to
meet the requirements of the regulation, no assurance can be given that other laws, regulations, or policies will not
be applied, modified or amended in a manner that has a material adverse effect on Ryanair’s business, operating
results, and financial condition.

Airline Industry Margins are Subject to Significant Uncertainty. The airline industry is capital intensive and
is characterized by high fixed costs and by revenues that generally exhibit substantially greater elasticity than costs.
Although fuel accounted for approximately 43% of total operating expenses in the 2015 fiscal year, management
anticipates that this percentage may vary significantly in future years. See “—Changes in Fuel Costs and
Availability Affect the Company’s Results” above. The operating costs of each flight do not vary significantly with
the number of passengers flown, and therefore, a relatively small change in the number of passengers, fare pricing,
or traffic mix could have a disproportionate effect on operating and financial results. Accordingly, a relatively minor
shortfall from expected revenue levels could have a material adverse effect on the Company’s growth or financial
performance. See “Item 5. Operating and Financial Review and Prospects.” The very low marginal costs incurred
for providing services to passengers occupying otherwise unsold seats are also a factor in the industry’s high
susceptibility to price discounting. See “Risks Related to the Company—The Company Faces Significant Price and
Other Pressures in a Highly Competitive Environment” above.

Safety-Related Undertakings Could Affect the Company’s Results. Aviation authorities in Europe and the
United States periodically require or suggest that airlines implement certain safety-related procedures on their
aircraft. In recent years, the U.S. Federal Aviation Administration (the “FAA”) has required a number of such
procedures with regard to Boeing 737-800 aircraft, including major modifications to implement changes to the take-
off configuration warning lights, cabin pressurization system, pilot system heating, fuel tank boost pump electrical
arcing protection, and the European Commission’s Datalink mandate. Ryanair’s policy is to implement any such
required procedures in accordance with FAA guidance and to perform such procedures in close collaboration with
Boeing. To date, all such procedures have been conducted as part of Ryanair’s standard maintenance program and
have not interrupted flight schedules nor required any material increases in Ryanair’s maintenance expenses.
However, there can be no assurance that the FAA or other regulatory authorities will not recommend or require
other safety-related undertakings or that such undertakings would not adversely impact Ryanair’s operating results
or financial condition.

There also can be no assurance that new regulations will not be implemented in the future that would apply
to Ryanair’s aircraft and result in an increase in Ryanair’s cost of maintenance or other costs beyond management’s
current estimates. In addition, should Ryanair’s aircraft cease to be sufficiently reliable or should any public
perception develop that Ryanair’s aircraft are less than completely reliable, Ryanair’s business could be materially
adversely affected.

Risks Related to Ownership of the Company’s Ordinary Shares or ADRs

EU Rules Impose Restrictions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non-EU
Nationals, and the Company Has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU Nationals. EU
Regulation No. 1008/2008 requires that, in order to obtain and retain an operating license, an EU air carrier must be
majority-owned and effectively controlled by EU nationals. The regulation does not specify what level of share
ownership will confer effective control on a holder or holders of Ordinary Shares. The Board of Directors of Ryanair
Holdings is given certain powers under Ryanair Holdings’ articles of association (the “Articles”) to take action to
ensure that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals (“Affected Shares”) does
not reach a level that could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any
license, permit, consent, or privilege which it holds or enjoys and which enables it to carry on business as an air
carrier. The directors, from time to time, set a “Permitted Maximum” on the number of the Company’s Ordinary
Shares that may be owned by non-EU nationals at such level as they believe will comply with EU law. The
Permitted Maximum is currently set at 49.9%. In addition, under certain circumstances, the directors can take action
to safeguard the Company’s ability to operate by identifying those Ordinary Shares, American Depositary Shares
(“ADSs”) or Affected Shares which give rise to the need to take action and treat such Ordinary Shares, the
American Depositary Receipts (“ADRs”) evidencing such ADSs, or Affected Shares as “Restricted Shares”.

The Board of Directors may, under certain circumstances, deprive holders of Restricted Shares of their
rights to attend, vote at, and speak at general meetings, and/or require such holders to dispose of their Restricted
Shares to an EU national within as little as 21 days. The directors are also given the power to transfer such
Restricted Shares themselves if a holder fails to comply. In 2002, the Company implemented measures to restrict the
ability of non-EU nationals to purchase Ordinary Shares, and non-EU nationals are currently effectively barred from
purchasing Ordinary Shares, and will remain so for as long as these restrictions remain in place. There can be no
assurance that these restrictions will ever be lifted. Additionally, these foreign ownership restrictions could result in
Ryanair’s exclusion from certain stock tracking indices. Any such exclusion may adversely affect the market price
of the Ordinary Shares and ADRs. On April 19, 2012, the Company obtained shareholder approval to repurchase
ADRs as part of its general authority to repurchase up to 5% of the issued share capital in the Company. See “Item
10. Additional Information—Limitations on Share Ownership by Non-EU Nationals” for a detailed discussion of
restrictions on share ownership and the current ban on share purchases by non-EU nationals.

As of June 30, 2015, EU nationals owned at least 54.2% of Ryanair Holdings’ Ordinary Shares (assuming

conversion of all outstanding ADRs into Ordinary Shares).

Holders of Ordinary Shares are Currently Unable to Convert those Shares into American Depositary
Receipts. In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair
Holdings instructed The Bank of New York Mellon, the depositary for its ADR program (the “Depositary”), to
suspend the issuance of new ADRs in exchange for the deposit of Ordinary Shares until further notice. Holders of
Ordinary Shares cannot convert their Ordinary Shares into ADRs during this suspension, and there can be no
assurance that the suspension will ever be lifted. See also “—EU Rules Impose Restrictions on the Ownership of
Ryanair Holdings’ Ordinary Shares by Non-EU nationals and the Company has Instituted a Ban on the Purchase of
Ordinary Shares by Non-EU Nationals” above.

The Company’s Results of Operations May Fluctuate Significantly. The Company’s results of operations
have varied significantly from quarter to quarter, and management expects these variations to continue. See “Item 5.
Operating and Financial Review and Prospects—Seasonal Fluctuations.” Among the factors causing these variations
are the airline industry’s sensitivity to general economic conditions, the seasonal nature of air travel, and trends in
airlines’ costs, especially fuel costs. Because a substantial portion of airline travel (both business and personal) is
discretionary, the industry tends to experience adverse financial results during general economic downturns. The
Company is substantially dependent on discretionary air travel.

The trading price of Ryanair Holdings’ Ordinary Shares and ADRs may be subject to wide fluctuations in
response to quarterly variations in the Company’s operating results and the operating results of other airlines. In
addition, the global stock markets from time to time experience extreme price and volume fluctuations that affect the
market prices of many airline company stocks. These broad market fluctuations may adversely affect the market
price of the Ordinary Shares and ADRs.

Ryanair Holdings May or May Not Pay Dividends. Since its incorporation as the holding company for
Ryanair in 1996, Ryanair Holdings has only occasionally declared special dividends on both its Ordinary Shares and
ADRs. The directors of the Company declared on June 1, 2010 that Ryanair Holdings intended to pay a special
dividend of approximately €500 million, and following shareholder approval at its annual general meeting on
September 22, 2010 this special dividend was paid on October 1, 2010. Directors of the Company also declared on
May 21, 2012 that Ryanair Holdings intended to pay a special dividend of €0.34 per ordinary share (approx. €492
million) and following shareholder approval at the annual general meeting on September 21, 2012 this special
dividend was paid on November 30, 2012. In June 2013, the Company detailed plans to return up to €1 billion to
shareholders over the following next two years. The Company completed €481.7 million in share buybacks in the
fiscal year 2014 (including just over 6.0 million ADR buybacks) and €112.0 million in share buy-backs in the fiscal
year 2015. The Company had indicated on May 19, 2014 that it planned to pay a special dividend of up to
approximately €520 million in the fourth quarter of fiscal year 2015, and following shareholder approval at its
annual general meeting on September 25, 2014, this special dividend was paid on February 27, 2015. In addition, in
February 2015, Ryanair commenced a €400 million ordinary share buy-back program (to be completed by August
2015). The Company has made no further commitments in relation to the payment of dividends, share buybacks or
other shareholder distributions. See “Item 8. Financial Information—Other Financial Information—Dividend
Policy.” As a holding company, Ryanair Holdings does not have any material assets other than the shares of
Ryanair.

Increased Costs for Possible Future ADR and Share Repurchases. In April 2012, the Company held an
extraordinary general meeting (“EGM”) 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 Stock Market (“NASDAQ”). Up until
April 2012, shareholders had only authorized the directors to repurchase Ordinary Shares. As the ADRs typically
trade at a premium of 15% to 20% compared to Ordinary Shares, this may result in increased costs in performing
share buy-backs in the future. In fiscal 2015, the Company bought back 10.9 million Ordinary Shares for
cancellation, as part of its overall share buyback. On June 20, 2013, the Company detailed plans to return up to €1
billion to shareholders over the following two years. The Company completed €481.7 million in share buybacks in
the fiscal year 2014 and €112.0 million in fiscal year 2015. On May 19, 2014, the Company had indicated that it
planned to pay a special dividend of up to approximately €520 million in the fourth quarter of fiscal year 2015, and
following shareholder approval at its annual general meeting on September 25, 2014, this special dividend was paid
on February 27, 2015. In February 2015, Ryanair commenced a €400 million ordinary share buy-back program (to
be completed by August 2015). The Company has made no further commitments in relation to the payment of
dividends, share buybacks or other shareholder distributions.

Item 4. Information on the Company

INTRODUCTION

Ryanair Holdings was incorporated in 1996 as a holding company for Ryanair Limited. The latter operates
an ultra-low fare, scheduled-passenger airline serving short-haul, point-to-point routes between Ireland, the U.K.,
Continental Europe, and Morocco. Incorporated on November 28, 1984, Ryanair Limited began to introduce a low-
fares operating model in Europe under a new management team in the early 1990s. See “Item 5. Operating and
Financial Review and ProspectsHistory.” As of June 30, 2015, Ryanair had a principal fleet of over 315 Boeing
737-800 aircraft and six additional leased aircraft acquired on short term leases for the summer of 2015 provide
extra capacity. Ryanair Limited offered over 1,600 scheduled short-haul flights per day serving approximately 190
airports largely throughout Europe. See “Route System, Scheduling and FaresRoute System and Scheduling”
for more details of Ryanair’s route network. See “Item 5. Operating and Financial Review and ProspectsSeasonal
Fluctuations” for information about the seasonality of Ryanair’s business.

Ryanair recorded a profit on ordinary activities after taxation of €866.7 million in the 2015 fiscal year, as
compared to a profit on ordinary activities after taxation of €522.8 million in the 2014 fiscal year. This increase of
approximately 66% was primarily attributable to a 1% increase in average fares, an 11% increase in passenger
traffic, a stronger load factor (up five points to 88%) and 11% fuel savings per passenger. Ryanair generated an
average booked passenger load factor of approximately 88% in fiscal 2015, compared to 83% in fiscal 2014, and
average booked passenger fare of €47.05 per passenger in the 2015 fiscal year, up from €46.40 in the prior fiscal
year. The Company has focused on maintaining low operating costs (€50.92 per passenger in the 2015 fiscal year, a
decrease from €53.61 in fiscal 2014).

The market’s acceptance of Ryanair’s low-fares service is reflected in the “Ryanair Effect” – Ryanair’s
history of stimulating significant annual passenger traffic growth on the routes on which it has commenced service
since 1991. For example, the number of scheduled airline passengers traveling on Ryanair routes increased from 651
thousand passengers in 1991 to 90.6 million passengers in fiscal 2015. Most international routes Ryanair has begun
serving since 1991 have recorded significant traffic growth in the period following Ryanair’s commencement of
service, with Ryanair capturing the largest portion of such growth on each route. A variety of factors contributed to
this increase in air passenger traffic, including the relative strength of the Irish, U.K., and European economies in
past years. However, management believes that the most significant factors driving such growth across all its
European routes have been Ryanair’s low-fares policy and its superiority to its competitors in terms of flight
punctuality, levels of lost baggage, and rates of flight cancellations.

The address of Ryanair Holdings’ registered office is: c/o Ryanair Limited, Dublin Office, Airside Business
Park, Swords, County Dublin, Ireland. The Company’s contact person regarding this Annual Report on Form 20-F
is: Neil Sorahan, Chief Financial Officer (same address as above). The telephone number is +353-1-945-1212 and
the facsimile number is +353-1-945-1213. Under its current Articles, Ryanair Holdings has an unlimited corporate
duration.

STRATEGY

Ryanair’s objective is to firmly establish itself as Europe’s biggest scheduled passenger airline, through
continued improvements and expanded offerings of its low-fares service. In the highly challenging current operating
environment, Ryanair seeks to offer low fares that generate increased passenger traffic while maintaining a
continuous focus on cost-containment and operating efficiencies. The key elements of Ryanair’s long-term strategy
are:

Low Fares. Ryanair’s low fares are designed to stimulate demand, particularly from fare-conscious leisure
and business travelers who might otherwise use alternative forms of transportation or choose not to travel at all.
Ryanair sells seats on a one-way basis, thus eliminating minimum stay requirements from all travel on Ryanair
scheduled services. Ryanair sets fares on the basis of the demand for particular flights and by reference to the period
remaining to the date of departure of the flight, with higher fares typically charged on flights with higher levels of
demand and for bookings made nearer to the date of departure. Ryanair also periodically runs special promotional
fare campaigns. See “—Route System, Scheduling and Fares—Low and Widely Available Fares” below.

Customer Service. Ryanair’s strategy is to deliver the best customer service performance in its peer group.
According to the data available from the Association of European Airlines (“AEA”) and airlines’ own published
statistics, Ryanair has achieved better punctuality, fewer lost bags, and fewer cancellations than its peer group in
Europe. Ryanair achieves this by focusing strongly on the execution of these services and by primarily operating
from un-congested airports. Ryanair conducts a daily conference call with airport personnel at each of its base
airports, during which the reasons for each “first wave” flight delay and baggage short-shipment are discussed in
detail and logged to ensure that the root cause is identified and rectified. Subsequent (consequential) delays and
short shipments are investigated by Ryanair ground operations personnel. Customer satisfaction is also measured by
regular online, mystery-passenger and by passenger surveys.

Ryanair is implementing a series of strategic initiatives that are expected to have a significant impact on its
customer service offering. Ryanair has also announced and introduced a series of customer-service related initiatives
under the “Always Getting Better” customer experience program, including a new, easier-to-navigate website with a
fare finder facility, a mobile app, reduced penalty fees, allocated seating and more customer-friendly baggage
allowances and change policies. Ryanair has also introduced three important products that improve its offer to
customers. Family EXTRA offers families travelling with Ryanair a set of bundled ancillary discounts and 20% off
a third booking. Business PLUS offers business travelers a flexible ticket, airport fast track and priority boarding.
Ryanair Groups is designed for groups travelling together. Furthermore, these customer-service related initiatives
include scheduling more flights to primary airports, selling flights via travel agents on GDS, increasing marketing
spending to support these initiatives, and adjusting the airline’s yield management strategy with the goal of
increasing load factors and yield.

Frequent Point-to-Point Flights on Short-Haul Routes. Ryanair provides frequent point-to-point service on
short-haul routes to primary, secondary and regional airports in and around major population centers and travel
destinations. In the 2015 fiscal year, Ryanair flew an average route length of 776 miles and an average flight
duration of approximately 1.83 hours. Short-haul routes allow Ryanair to offer its low fares and frequent service,
while eliminating the need to provide unnecessary “frills,” like free in-flight meals and movies, otherwise expected
by customers on longer flights. Point-to-point flying (as opposed to hub-and-spoke service) allows Ryanair to offer
direct, non-stop routes and avoid the costs of providing “through service,” for connecting passengers, including
baggage transfer and transit passenger assistance.

Low Operating Costs. Management believes that Ryanair’s operating costs are among the lowest of any
European scheduled-passenger airline. Ryanair strives to reduce or control four of the primary expenses involved in
running a major scheduled airline: (i) aircraft equipment costs; (ii) personnel costs; (iii) customer service costs; and
(iv) airport access and handling costs:

Aircraft Equipment Costs. Ryanair’s primary strategy for controlling aircraft acquisition costs is focused on
operating a single aircraft type. Ryanair currently operates only “next generation” Boeing 737-800s.
Ryanair’s continuous acquisition of new Boeing 737-800s has already and is expected, through the end of
fiscal 2019, to increase the size of its fleet and thus increase its aircraft equipment and related costs (on an
aggregate basis). In fiscal 2019, when the Boeing 737-800 is scheduled to go out of production, Ryanair
will become the launch customer for the new Boeing 737-MAX-200 aircraft, which is designed to replace
the Boeing 737-800, and will purchase up to 200 of such aircraft through the end of fiscal 2024 (including
100 firm and 100 option aircraft). The purchase of aircraft from a single manufacturer enables Ryanair to
limit the costs associated with personnel training, maintenance, and the purchase and storage of spare parts
while also affording the Company greater flexibility in the scheduling of crews and equipment.
Management also believes that the terms of Ryanair’s contracts with Boeing are very favorable to Ryanair.
See “Aircraft” below for additional information on Ryanair’s fleet.

Personnel Costs. Ryanair endeavors to control its labor costs by seeking to continually improve the
productivity of its already highly productive work force. Compensation for personnel emphasizes
productivity-based pay incentives. These incentives include sales bonus payments for onboard sales of
products for flight attendants and payments based on the number of hours or sectors flown by pilots and
flight attendants within limits set by industry standards or regulations fixing maximum working hours.

Customer Service Costs. Ryanair has entered into agreements on competitive terms with external
contractors at certain airports for ticketing, passenger and aircraft handling, and other services that
management believes can be more cost-efficiently provided by third parties. Management attempts to
obtain competitive rates for such services by negotiating fixed-price, multi-year contracts. The
development of its own Internet booking facility has allowed Ryanair to eliminate travel agent
commissions. As part of its strategic initiatives, and the “Always Getting Better” customer experience
program, the Company has broadened its distribution base by making Ryanair’s fares available to
Travelport (Galileo and Worldspan), Amadeus and Sabre at nominal cost to the Company. Direct sales via
the Ryanair website and mobile app continues to be the prime generator of scheduled passenger revenues.

Airport Access and Handling Costs. Ryanair attempts to control airport access and service charges by
focusing on airports that offer competitive prices. Management believes that Ryanair’s record of delivering
a consistently high volume of passenger traffic growth at many airports has allowed it to negotiate
favorable contracts with such airports for access to their facilities, although the recent change in strategy by
the Company may see it access more primary airports, which typically have higher airport charges and
greater competition along with slot limitations. Secondary and regional airports also generally do not have
slot requirements or other operating restrictions that can increase operating expenses and limit the number
of allowed take-offs and landings. Ryanair further endeavors to reduce its airport charges by opting, when
practicable, for less expensive gate locations as well as outdoor boarding stairs, rather than jetways, which
are more expensive and operationally less efficient to use. In addition, since October 2009, Ryanair has
required all passengers to check-in on the Internet. This requirement was instituted to reduce waiting times
at airports and speed a passenger’s journey from arrival at the airport to boarding, as well as significantly
reduce airport handling costs. Ryanair has also introduced a checked-bag fee, which is payable on the
Internet at the time of booking and is aimed at reducing the number of bags carried by passengers in order
to further reduce handling costs. See “Item 3. Risk Factors—Risks Related to the Company—The
Company Faces Risks Related to its Internet Reservations Operations and its Announced Elimination of
Airport Check-in Facilities.”

Taking Advantage of the Internet. In 2000, Ryanair converted its host reservation system to a new system,
which it operates under a hosting agreement with Navitaire that was extended in 2011 and will terminate in
November 2019. As part of the implementation of the reservation system, Navitaire developed an Internet booking
facility. The Ryanair system allows Internet users to access its host reservation system and to make and pay for
confirmed reservations in real time through the Ryanair.com website. After the launch of the Internet reservation
system, Ryanair heavily promoted its website through newspaper, radio and television advertising. As a result,
Internet bookings grew rapidly, and have accounted for the vast majority of reservations over the past several years.
In May 2012, Ryanair further upgraded the reservation system to offer more flexibility for future system
enhancements and to accommodate the future growth of Ryanair. In November 2013, Ryanair re-launched its
website in a new, easier to use, format that reduced the number of “clicks” to make a booking. Various other
initiatives were also introduced, including a fare finder facility which enables customers to easily find the lowest
fares. The new “My Ryanair” registration services, which allows customers to securely store their personal and
payment details, has also significantly quickened the booking process and made it easier for customers to book a
flight. The Company also launched a new mobile app on July 15, 2014, which made it simpler and easier for
customers to book Ryanair flights. In May 2015, an upgraded mobile app, which is native to both Android and IOS,
was launched. This upgraded app is more reliable and stable than previous versions of the app and enhances the
experience for customers accessing our website via mobile. Ryanair, as part of the “Always Getting Better”
customer experience program, will endeavor to improve its website and mobile app through a series of ongoing
upgrades.

Commitment to Safety and Quality Maintenance. Safety is the primary priority of Ryanair and its
management. This commitment begins with the hiring and training of Ryanair’s pilots, flight attendants, and
maintenance personnel and includes a policy of maintaining its aircraft in accordance with the highest European
airline industry standards. Ryanair has not had a single passenger or flight crew fatality as a result of an accident
with one of its aircraft in its 30-year operating history. Although Ryanair seeks to maintain its fleet in a cost-
effective manner, management does not seek to extend Ryanair’s low-cost operating strategy to the areas of safety,
maintenance, training or quality assurance. Routine aircraft maintenance and repair services are performed primarily
by Ryanair, at Ryanair’s main bases, but are also performed at other base airports by maintenance contractors
approved under the terms of a European Aviation Safety Agency (“EASA”) Part 145 approval. Ryanair currently
performs heavy airframe maintenance, but contracts with other parties who perform engine overhaul services and
rotable repairs. These contractors also provide similar services to a number of other airlines, including Southwest
Airlines, British Airways, Air France and Alitalia.

Enhancement of Operating Results through Ancillary Services. Ryanair distributes accommodation services
and travel insurance primarily through its website. For accommodation (hotels, villas, apartments, hostels etc.)
services, Ryanair has a contract with Bookings.com to market hotels during the website booking process. Ryanair
also offers airport transfers and car park services through its website and onboard its aircraft. In addition, until July
2, 2015, when Hertz ended its contract at short notice, Ryanair marketed car hire for Hertz via its website. Ryanair is
currently seeking an alternative car hire partner. Ancillary services accounted for approximately 25% of Ryanair’s
total operating revenues in both the 2015 and 2014 fiscal years. See “—Ancillary Services” below and “Item 5.
Operating and Financial Review and Prospects—Results of Operations—Fiscal Year 2015 Compared with Fiscal
Year 2014—Ancillary Revenues” for additional information.

Focused Criteria for Growth. Building on its success in the Ireland-U.K. market and its expansion of
service to continental Europe and Morocco, Ryanair intends to follow a manageable growth plan targeting specific
markets. Ryanair believes it will have opportunities for continued growth by: (i) using aggressive fare promotions to
increase load factors; (ii) initiating additional routes in the EU; (iii) initiating additional routes in countries party to a
European Common Aviation Agreement with the EU that are currently served by higher-cost, higher-fare carriers;
(iv) increasing the frequency of service on its existing routes; (v) starting new domestic routes within individual EU
countries; (vi) considering acquisition opportunities that may become available in the future; (vii) connecting
airports within its existing route network (“triangulation”); (viii) establishing new bases; and (ix) initiating new
routes not currently served by any carrier.

Responding to Market Challenges. In recent periods, and with increased effect in the 2012, 2013 and 2014
fiscal years, Ryanair’s low-fares business model faced substantial pressure due to significantly increased fuel costs
and reduced economic growth (or economic contraction) in some of the economies in which it operates. The
Company has aimed to meet these challenges by: (i) grounding (approximately 50 in fiscal 2015, 70 in fiscal 2014
and 80 in fiscal 2013) aircraft during the winter season; (ii) disposing of aircraft (lease hand backs totaled four in the
2013 fiscal year and eight in the 2014 fiscal year with none handed back in fiscal 2015); (iii) controlling labor and
other costs, including through wage freezes for non-flight crew personnel in fiscal 2011 and fiscal 2013, selective
redundancies and the introduction of Internet check-in in fiscal 2010; and (iv) renegotiating contracts with existing
suppliers, airports and handling companies. There can be no assurance that the Company will be successful in
achieving all of the foregoing or taking other similar measures, or that doing so will allow the Company to earn
profits in any period. See “Item 3. Key Information—Risk Factors—Risks Related to the Company—Changes in
Fuel Costs and Availability Affect the Company’s Results” and “—The Company May Not Be Successful in
Increasing Fares and Revenues to Cover Rising Business Costs.”

In recent years, in response to an operating environment characterized by high fuel prices, typically lower
seasonal yields and higher airport charges and/or taxes, Ryanair has adopted a policy of grounding a certain portion
of its fleet during the winter months (from November to March inclusive). In the winter months of fiscal 2014 and
fiscal 2015, Ryanair grounded approximately 70 aircraft and 50 aircraft respectively and the Company noted in May
2015 that it intends to ground approximately 50 aircraft during the winter months of fiscal 2016. While seasonal
grounding does reduce the Company’s operating costs, it also decreases Ryanair’s potential to record both flight and
non-flight revenues. Decreasing the number and frequency of flights may also negatively affect the Company’s
labor relations, including its ability to attract flight personnel interested in full-time employment. See “Item 3. Key
Information—Risk Factors—Ryanair has Seasonally Grounded Aircraft.”

ROUTE SYSTEM, SCHEDULING AND FARES

Route System and Scheduling

As of July 24, 2015, the Company offered over 1,600 scheduled short-haul flights per day serving
approximately 190 airports largely throughout Europe, and flying approximately 1,600 routes. The following table
lists Ryanair’s operating bases:

Alghero
Alicante
Athens
Baden-Baden
Barcelona (Girona)
Barcelona (El Prat)
Bari
Berlin
Bologna
Bournemouth
Birmingham
Bratislava
Bremen
Brindisi
Bristol
Brussels (Charleroi)
Brussels (Zaventem)
Budapest
Cagliari
Catania
Chania
Cologne
Cork
Dublin

Operating Bases

Dusseldorf (Weeze)
East Midlands
Edinburgh
Eindhoven
Faro
Fez
Frankfurt (Hahn)
Gdansk
Glasgow (Prestwick)
Glasgow International
Gothenburg
Gran Canaria
Kaunas
Krakow
Lamezia
Lanzarote
Leeds Bradford
Lisbon
Liverpool
London (Luton)
London (Stansted)
Madrid
Malaga
Malta

Manchester
Marrakech
Marseilles
Milan (Bergamo)
Palermo
Palma Mallorca
Paphos
Pescara
Pisa
Ponta Delgada
Porto
Oslo (Rygge)
Rome (Ciampino)
Rome (Fiumicino)
Seville
Shannon
Stockholm (Skavsta)
Tenerife South
Thessaloniki
Trapani
Valencia
Warsaw (Modlin)
Wroclaw
Zadar

See Note 17, “Analysis of operating revenues and segmental analysis,” to the consolidated financial
statements included in Item 18 for more information regarding the geographical sources of the Company’s revenue.

Management’s objective is to schedule a sufficient number of flights per day on each of Ryanair’s routes to
satisfy demand for Ryanair’s low-fares service. Ryanair schedules departures on its most popular routes at frequent
intervals; normally between approximately 6:00 a.m. and 11:00 p.m. Management regularly reviews the need for
adjustments in the number of flights on all of its routes.

As part of Ryanair’s “Always Getting Better” customer experience program Ryanair has focused on high

frequency and business friendly timings between Europe’s main business centers.

During the 2015 fiscal year, Ryanair opened 143 new routes across its network. See “Item 3. Risk
Factors—Risks Related to the Company—Ryanair’s New Routes and Expanded Operations May Have an Adverse
Financial Impact on Its Results.”

Low and Widely Available Fares

Ryanair offers low fares, with prices generally varying on the basis of advance booking, seat availability
and demand. Ryanair sells seats on a one-way basis, thus removing minimum stay requirements from all travel on
Ryanair scheduled services. All tickets can be changed, subject to certain conditions, including fee payment and
applicable upgrade charges. However, tickets are generally non-cancelable and non-refundable and must be paid for
at the time of reservation.

Ryanair’s discounted fares are “capacity controlled” in that Ryanair allocates a specific number of seats on
each flight to each fare category to accommodate projected demand for seats at each fare level leading up to flight
time. Ryanair generally makes its lowest fares widely available by allocating a majority of its seat inventory to its
lowest fare categories. Management believes that its unrestricted fares as well as its advance-purchase fares are
attractive to both business and leisure travelers.

When launching a new route, Ryanair’s policy is to price the new route at its lowest fare so that it will be

significantly lower than other carriers’ lowest fares, but still provide a satisfactory operating margin.

Ryanair also periodically runs special promotional fare campaigns, in particular in connection with the
opening of new routes, and endeavors to always offer the lowest fare on any route it serves. Promotional fares may
have the effect of increasing load factors and reducing Ryanair’s yield and passenger revenues on the relevant routes
during the periods they are in effect. Ryanair expects to continue to offer significant fare promotions to stimulate
demand in periods of lower activity or during off-peak times for the foreseeable future.

MARKETING AND ADVERTISING

Ryanair’s primary marketing strategy is to emphasize its widely available low fares, route choice and great
service which has recently been enhanced by Ryanair’s “Always Getting Better” customer experience program. In
doing so, Ryanair primarily advertises its services in national and regional media across Europe. In addition, we use
topical advertising, social media, press conferences and publicity stunts. Other marketing activities include the
distribution of advertising and promotional material and cooperative advertising campaigns with other travel-related
entities, including local tourist boards. Ryanair also regularly contacts people registered in its database to inform
them about promotions and special offers.

RESERVATIONS ON RYANAIR.COM

Passenger airlines generally rely on travel agents (whether traditional or online) for a significant portion of
their ticket sales and pay travel agents commissions for their services, as well as reimbursing them for the fees
charged by reservation systems providers. In contrast, Ryanair requires passengers to make reservations and
purchase tickets directly through the Company. The vast majority of such reservations and purchases are made
through the website Ryanair.com. Ryanair is therefore not reliant on travel agents. See “—Strategy—Taking
Advantage of the Internet” above for additional information.

In May 2012, Ryanair further upgraded its reservation system in order to facilitate the continued expansion
of the airline. The upgraded system gives the Company the ability to offer more enhancements to passengers, as the
new platform is far more flexible in terms of future development. Under the agreement with the system provider,
Navitaire, the system serves as Ryanair’s core seating inventory and booking system. In return for access to these
system functions, Ryanair pays transaction fees that are generally based on the number of passenger seat journeys
booked through the system. Navitaire also retains a back-up booking engine to support operations in the event of a
breakdown in the main system. Over the last several years, Ryanair has introduced a number of Internet-based
customer service enhancements such as Internet check-in, priority boarding service and limited reserved seating
since January 2012 (with fully allocated seating introduced in February 2014 as part of the “Always Getting Better”
customer experience program). Since October 2009, Ryanair has required Internet check-in for all passengers. These
enhancements and changes have been made to reduce waiting time at airports and speed a passenger’s journey from
arrival at the airport to boarding, as well as significantly reduce airport handling costs. Ryanair has also introduced a
checked-bag fee, which is payable on the Internet and is aimed at reducing the number of bags carried by passengers
in order to further reduce handling costs. On April 1, 2014, the Company entered into an agreement with Travelport
which operates the Galileo and Worldspan GDS. In October 2014, the Company entered into an agreement with
Amadeus and an agreement was also concluded with Sabre in May 2015 (collectively “GDSs”). The Company’s
fares (except for the three lowest fare categories) will be distributed on the GDSs systems. Ryanair has negotiated an
attractive per segment price and expects to sell tickets via travel agents at no commission to a mix of largely
business/corporate travelers. 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.”

Aircraft

AIRCRAFT

As of June 30, 2015, Ryanair had a principal fleet of over 315 Boeing 737-800 aircraft and six additional
leased aircraft acquired on short term leases for the summer of 2015 to provide extra capacity. The principal fleet
was composed of Boeing 737-800 “next generation” aircraft, each having 189 seats. Ryanair’s fleet totaled 308
Boeing 737-800s at March 31, 2015. The Company expects to have an operating fleet comprising approximately
520 Boeing 737s at March 31, 2024 depending on the level of lease returns/disposals. This operating fleet will
comprise a mix of Boeing 737-800s and Boeing 737-MAX-200 aircraft. The 737-MAX-200 aircraft, which will start
being delivered during fiscal 2020, have 197 seats.

Between March 1999 and March 2015, Ryanair took delivery of 359 new Boeing 737-800 “next

generation” aircraft under its contracts with Boeing and disposed of 52 such aircraft, including 26 lease handbacks.

Under the terms of the 2013 Boeing Contract, Ryanair has agreed to purchase the 183 new Boeing 737-800
aircraft over a five year period from fiscal 2015 to 2019, with delivery beginning in September 2014. The new
aircraft will benefit from a net effective price not dissimilar to that under the 2005 Boeing Contract which was
approved by shareholders in 2005. Under the terms of the 2014 Boeing Contract, Ryanair has agreed to purchase up
to 200 new Boeing 737-MAX-200 aircraft (100 firm orders and 100 aircraft subject to option) over a five year
period from fiscal 2020 to 2024, with delivery beginning in August 2019. The new aircraft will be used on new and
existing routes to grow Ryanair’s business.

The Boeing 737-800 represents the current generation of Boeing’s 737 aircraft. It is a short-to-medium
range aircraft and seats 189 passengers. The basic price (equivalent to a standard list price for an aircraft of this
type) for each of the Boeing 737-800 series aircraft is approximately US$78.5 million and the basic price will be
increased for certain “buyer-furnished” equipment, amounting to approximately US$2.9 million per new aircraft,
which Ryanair has asked Boeing to purchase and install on each of the new aircraft. In addition, an “Escalation
Factor” will be applied to the basic price to reflect increases in the Employment Cost Index and Producer Price
Index between the time the basic price was set in the 2013 Boeing Contract and the period 18 to 24 months prior to
the delivery of any such new aircraft.

Boeing has granted Ryanair certain price concessions as part of the 2013 Boeing Contract. These will take
the form of credit memoranda to Ryanair for the amount of such concessions, which Ryanair may apply toward the
purchase of goods and services from Boeing or toward certain payments, other than advance payments, in respect of
the new aircraft. Boeing and CFMI (the manufacturer of the engines to be fitted on the new aircraft) have also
agreed to provide Ryanair with certain allowances for promotional and other activities, as well as providing certain
other goods and services to Ryanair on concessionary terms. Those credit memoranda and promotional allowances
will effectively reduce the price of each new aircraft payable by Ryanair. As a result, the “effective price” (the
purchase price of the new aircraft net of discounts received from Boeing) of each new aircraft will be significantly
below the basic price mentioned above. The effective price applies to all new aircraft due for delivery from
September 2014.

The Boeing 737-MAX-200 represents the newest generation of Boeing's 737 aircraft. It is a short-to-
medium range aircraft and seats 197 passengers (eight more than Ryanair’s existing 189 seat fleet). The basic price
(equivalent to a standard list price for an aircraft of this type) for each of the Boeing 737-MAX-200 series aircraft is
approximately US$102 million and the basic price will be increased for certain "buyer-furnished" equipment,
amounting to approximately US$1.6 million per new aircraft, which Ryanair has asked Boeing to purchase and
install on each of the new aircraft. In addition, an “Escalation Factor” will be applied to the basic price to reflect
increases in the Employment Cost Index and Producer Price Index between the time the basic price was set in the
2014 Boeing Contract and the planned month of delivery of any such new aircraft.

Boeing has granted Ryanair certain price concessions as part of the 2014 Boeing Contract. These will take
the form of credit memoranda to Ryanair for the amount of such concessions, which Ryanair may apply toward the
purchase of goods and services from Boeing or toward certain payments, other than advance payments, in respect of
the new aircraft. Boeing and CFMI (the manufacturer of the engines to be fitted on the New Aircraft) have also
agreed to provide Ryanair with certain allowances for promotional and other activities, as well as providing certain
other goods and services to Ryanair on concessionary terms. Those credit memoranda and promotional allowances
will effectively reduce the price of each new aircraft payable by Ryanair. As a result, the "effective price" (the
purchase price of the New Aircraft net of discounts received from Boeing) of each new aircraft will be significantly
below the basic price mentioned above. The effective price applies to all new aircraft due for delivery from August
2019.

For additional details on the Boeing contracts, scheduled aircraft deliveries and related expenditures and
their financing, as well as the terms of the arrangements under which Ryanair currently leases 51 of the aircraft in its
operating fleet, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

The Boeing 737 is the world’s most widely used commercial aircraft and exists in a number of generations,
the Boeing 737-800s being the most recent in current production, with the 737-MAX-200 not expected to enter the
market until 2019.

Management believes that its strategy, to date, of having reduced its fleet to two generations of an aircraft
type enables Ryanair to limit the costs associated with personnel training, the purchase and storage of spare parts,
and maintenance. Furthermore, this strategy affords Ryanair greater flexibility in the scheduling of crews and
equipment.

The Boeing 737-800s are fitted with CFM 56-7B engines and have advanced CAT III Autoland capability,
advanced traffic collision avoidance systems, and enhanced ground-proximity warning systems. The Boeing 737-
MAX-200 CFM LEAP-1B engines which, combined with the Advanced Technology winglet and other aerodynamic
improvements, will reduce fuel consumption by up to approximately 18% on a per seat basis compared to the
Boeing 737-800s in Ryanair’s configuration and reduce operational noise emissions by approximately 40%.

The Boeing 737-MAX-200 aircraft could impact the Company insofar as the residual value of its Boeing

737-800 aircraft could be reduced when it enters production, currently expected to be in late 2019.

At March 31, 2015, the average aircraft age of the Company’s Boeing 737-800 fleet was six years.

Training and Regulatory Compliance

Ryanair currently owns and operates four Boeing 737-800 full flight simulators for pilot training, the first
of which was delivered in 2002. The simulators were purchased from CAE Electronics Ltd. of Quebec, Canada
(“CAE”). The second simulator was delivered in 2004, while the third and fourth simulators were delivered in the
2008 fiscal year. In September 2006, Ryanair entered into a new contract with CAE to purchase B737NG Level B
flight simulators. Two such simulators were delivered in the 2009 fiscal year. In December 2014, Ryanair entered
into a new contract with CAE to purchase B737NG Level D flight simulators, two for delivery in fiscal 2016, with
an option to purchase a third simulator. In May 2015, Ryanair purchased a Boeing 737-700 aircraft which will be
used primarily for pilot training purposes but will also be used to back up the operation during the peak summer
period.

Management believes that Ryanair is currently in compliance with all applicable regulations and EU
directives concerning its fleet of Boeing 737-800 aircraft and will comply with any regulations or EU directives that
may come into effect in the future. However, there can be no assurance that the FAA or other regulatory authorities
will not recommend or require other safety-related undertakings that could adversely impact the Company’s results
of operations or financial condition. See “Item 3. Key Information—Risk Factors—Risks Related to the Airline
Industry— Safety-Related Undertakings Could Affect the Company’s Results.”

ANCILLARY SERVICES

Ryanair 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. See “Item 5. Operating and Financial Review and Prospects—Results of
Operations—Fiscal Year 2015 Compared with Fiscal Year 2014—Ancillary Revenues” for additional information.

As part of its non-flight scheduled and Internet-related services, Ryanair incentivizes ground service
providers at many of the airports it serves to levy correct excess baggage charges for any baggage that exceeds
Ryanair’s published baggage allowances and to collect these charges in accordance with Ryanair’s standard terms
and conditions. Excess baggage charges are recorded as non-flight scheduled revenue.

Ryanair primarily markets accommodation services and travel insurance through its website. For hotel and
accommodation services, Ryanair has a contract with Bookings.com to market hotels during the booking process on
its website and Ryanair receives a commission on these sales. In addition, until July 2, 2015, when Hertz ended its
contract at short notice, Ryanair marketed car hire for Hertz via its website. Ryanair is currently seeking an
alternative car hire partner.

Ryanair also sells bus and some rail tickets onboard its aircraft and through its website. In addition, Ryanair
markets car parking, attractions and activities on its website, with the latter having gone on sale in-flight in spring
2012.

Ryanair sells gift vouchers on its website, which are redeemable online. In May 2009, Ryanair started to
offer its passengers the possibility of receiving an SMS (text message) when booking, at a modest fee, to inform
them of their flight confirmation details.

In April 2009, Ryanair signed a contract with Webloyalty International Ltd, which offers Ryanair’s
customers who have a UK, Spanish, Irish, Dutch or French billing address a retail discount and cash-back program.
In April 2011, Ryanair began to sell advertising on its boarding cards. In April 2015, a boarding card redesign along
with increased passenger volumes allowed for further growth in this area.

In fiscal year 2012, Ryanair rolled out handheld Electronic Point of Sale (“EPOS”) devices across its route
network. These EPOS devices replaced manual and paper based systems on board the aircraft. The EPOS device
enables cabin crew to sell and record their on-board sales transactions more efficiently and generate vastly improved
management sales reporting. The EPOS device also issues bus and rail tickets and tickets for tourist attractions. A
new version of the EPOS device is being rolled out in summer of 2015.

In fiscal year 2011, Ryanair began offering reserved seating in twenty-one extra legroom seats on each
aircraft for a fee on certain routes and this feature was rolled out to all routes in fiscal year 2012. In February 2014,
Ryanair introduced fully allocated seating on each of its flights. Passengers can, for a modest premium, reserve
seats at the front of the aircraft and at the overwing exits. All other seats can be reserved for a lower fee. In the
event a passenger does not wish to purchase an allocated seat, a random seat will be allocated during the booking
process.

In November 2013, the Company launched a new website which reduced the number of clicks to make a
booking. At the same time, the Company reduced the exposure of certain other ancillary products during the
booking process on the website which had a negative impact on sales along with a reduction of certain penalty fees
and charges at airports. The Company anticipates that the reduction in revenues arising from these changes will be
offset by the increased revenues arising from allocated seating and, over time, enhanced selling opportunities that
will arise from the digital personalization of offers to our customers. See “Item 3 Key Information—Risk Factors—
Risks related to the Company—Ryanair May Not Achieve All of the Expected Benefits of its Recent Strategic
Initiatives”.

General

MAINTENANCE AND REPAIRS

As part of its commitment to safety, Ryanair endeavors to hire qualified maintenance personnel, provide
proper training to such personnel, and maintain its aircraft in accordance with European industry standards. While
Ryanair seeks to maintain its fleet in a cost-effective manner, management does not seek to extend Ryanair’s low-
cost operating strategy to the areas of maintenance, training or quality control.

Ryanair’s quality assurance department deals with oversight of all maintenance activities in accordance
with Part 145. The European Aviation Safety Agency (“EASA”), which established Part 145, came into being on
September 28, 2003; through the adoption of Regulation (EC) No. 1592/2002 of the European Parliament, and its
standards superseded the previous Joint Aviation Authority (“JAA”) requirements. See “Government
RegulationRegulatory Authorities” below.

Ryanair is itself an EASA Part 145-approved maintenance contractor and provides its own routine aircraft
maintenance and repair services. Ryanair also performs certain checks on its aircraft, including pre-flight, daily, and
transit checks at some of its bases, as well as A-checks at its Dublin, London (Stansted), Glasgow (Prestwick),
Bremen, Kaunas and Frankfurt (Hahn) facilities. Since December 2003, Ryanair has operated a hangar facility at its
base at Glasgow (Prestwick) in Scotland, where both A-checks and C-checks are performed on the fleet of Boeing
737-800 aircraft. The facility performs up to four C-checks per week and Ryanair has recently opened a new C-
check hangar facility in Kaunas, Lithuania where it carries out between one and two light C-checks per week,
enabling Ryanair to perform all of the heavy maintenance that is currently required on its Boeing 737-800 fleet in-
house. In January 2014, Ryanair opened another single bay hangar facility in Kaunas.

Ryanair opened a five-bay hangar and stores facility at its London (Stansted) airport base in October 2008
to allow Ryanair to carry out additional line maintenance on its expanding fleet. This facility also incorporates two
flight simulator devices with space and provisions for two more, together with a cabin crew trainer and associated
training rooms. Ryanair has completed the building of a separate training facility adjacent to the hangar to
accommodate a full size 737NG training aircraft to allow for cabin crew and engineering training. Ryanair carries
out A-checks and line maintenance in its single-bay aircraft hangar facility in Bremen. Ryanair has also entered into
a 30-year sole-tenancy agreement with Frankfurt (Hahn) airport and has taken acceptance of a two-bay hangar and
stores facility that also incorporates a two-bay simulator-training center. This facility was completed in January
2011 and allows Ryanair to carry out additional line maintenance including A-checks.

Maintenance and repair services that may become necessary while an aircraft is located at some of the other
airports served by Ryanair are provided by other Part 145-approved contract maintenance providers. Aircraft return
each evening to Ryanair’s bases, where they are examined by either Ryanair’s approved engineers or by local Part
145-approved companies.

Heavy Maintenance

As noted above, Ryanair currently has sufficient capacity to be able to carry out all of the routine
maintenance work required on its Boeing 737-800 fleet itself. Ryanair opened a new three-bay maintenance hangar
at Glasgow (Prestwick) airport in winter 2010 to accommodate the additional maintenance requirements arising
from its expanding and aging fleet and opened a new C-check facility in Kaunas in January 2013 to carry out light
C-checks.

Ryanair contracts out engine overhaul service for its Boeing 737-800 aircraft to General Electric Engine
Services pursuant to a 10-year agreement with an option for a 10-year extension, which was signed in 2004 and
subsequently extended for three years to November 30, 2017. This comprehensive maintenance contract provides
for the repair and overhaul of the CFM56-7B series engines fitted to the first 155 of Ryanair’s Boeing 737-800
aircraft, the repair of parts and general technical support for the fleet of engines. On June 30, 2008, the Company
finalized a contract for a similar level of coverage and support for the engines on all of its aircraft that have been or
were scheduled to be delivered over the period through November 2012. Due to the fact that engines on recently
delivered aircraft will not require a scheduled engine overhaul prior to the expiry of the current contract with GE,
Ryanair has decided, at this time, not to take up its option to have engines delivered with aircraft after October 2010
covered by this contract. General Electric Engine Services mainly uses its Part 145-approved repair facility in
Cardiff, Wales for this work, but also uses the KLM Part 145-approved facility in Amsterdam, and its Part 145-
approved facility in Celma, Brazil. By contracting with experienced Part 145-approved maintenance providers,
management believes it is better able to ensure the quality of its aircraft and engine maintenance. Ryanair assigns a
Part 145-certified mechanic to oversee all heavy maintenance and to authorize all engine overhauls performed by
third parties. Maintenance providers are also monitored closely by the national authorities under EASA and national
regulations.

Ryanair expects to be dependent on external service contractors, particularly for engine and component
maintenance, for the foreseeable future, notwithstanding the additional capabilities provided by its maintenance
facilities at Dublin, Glasgow (Prestwick), London (Stansted), Frankfurt (Hahn) and Kaunas. See “Item 3. Key
Information—Risk Factors—Risks Related to the Company—The Company Is Dependent on External Service
Providers.”

SAFETY RECORD

Ryanair has not had a single passenger or flight crew fatality in its 30-year operating history. Ryanair
demonstrates its commitment to safe operations through its safety training procedures, its investment in safety-
related equipment, and its adoption of an internal open and confidential reporting system for safety issues. The
Company’s Board of Directors also has a safety committee to review and discuss air safety and related issues.
Michael Horgan, a Company director, is the chairman of this committee and reports to the Board of Directors.

Ryanair’s flight crew training is oriented towards accident prevention and integrates with the Safety
Management System to cover all aspects of flight operations. Threat and Error Management (TEM) is at the core of
all flight crew training programs. Ryanair maintains full control of the content and delivery of all of its flight crew
training, including initial, recurrent, and upgrade phases. All training programs are approved by the Irish Aviation
Authority (the “IAA”), which regularly audits operation control standards and flight crew training standards for
compliance with EU legislation.

All of the Boeing 737-800s that Ryanair has bought or committed to buy are certified for Category IIIA
landings (automatic landings with minimum horizontal visibility of 200 meters and a 50 feet decision height). The
Boeing 737-MAX-200, scheduled for delivery in 2019, will include flight deck enhancements derived from
Ryanair's experience with the Boeing 737-200 and Boeing 737-800 fleets.

Ryanair has a comprehensive and documented Safety Management System. Management encourages flight
crews to report any safety-related issues through the Safety Alert Initial Report reporting program, which is
available online through Ryanair’s Crewdock system. Ryanair has also implemented a confidential reporting system
which affords personnel the opportunity to report directly to the Flight Safety Officer any event, error, or
discrepancy in operations that they do not wish to report through standard reporting channels. The confidential
reporting system is designed to increase management’s awareness of problems that may be encountered by
personnel in their day-to-day operations. Management uses the information reported through all reporting systems to
modify operating procedures and improve flight operation standards. Additionally, Ryanair promotes the use of
CHIRP, a confidential reporting system that is endorsed by the UK CAA as an alternative confidential reporting
channel.

Ryanair has installed an automatic data capturing system on each of its Boeing 737-800 aircraft which
captures and downloads aircraft performance information for use as part of Operational Flight Data Monitoring
(OFDM) which automatically provides a confidential report on variations from normal operating limitations
detected during the course of each flight. The purpose of this system is to monitor operational trends and inform
management of any instance of an operational limit being exceeded. By analyzing these reports, management is able
to identify undesirable trends and potential areas of operational risk, so as to take steps to rectify such deviations,
thereby ensuring adherence to Ryanair’s flight safety standards.

In November 2008, a Ryanair aircraft suffered a multiple bird strike during its final approach to Rome
(Ciampino) airport. This incident caused substantial damage to the aircraft, which resulted in an insurance claim
being filed in respect of this aircraft. The damage that it suffered was such that the aircraft was not repaired,
although Ryanair has retained ownership of it for certain parts and for training purposes.

Airport Handling Services

AIRPORT OPERATIONS

Ryanair provides its own aircraft and passenger handling and ticketing services at Dublin Airport. Third
parties provide these services to Ryanair at most other airports it serves. Swissport Limited provides Ryanair’s
ticketing, passenger and aircraft handling, and ground handling services at many of these airports in Ireland and the
U.K., while similar services in continental Europe are generally provided by the local airport authorities, either
directly or through sub-contractors. Management attempts to obtain competitive rates for such services by
negotiating multi-year contracts at fixed prices. These contracts are generally scheduled to expire in one to five
years, unless renewed, and certain of them may be terminated by either party before their expiry upon prior notice.
Ryanair will need to enter into similar agreements in any new markets it may enter. See “Item 3. Key Information—
Risk Factors—Risks Related to the Company—The Company Is Dependent on External Service Providers.”

During 2009, Ryanair introduced Internet check-in for all passengers and also introduced kiosks at certain

airports for the provision of other services. The Company has these kiosks in operation at many of its key bases.

Airport Charges

As with other airlines, Ryanair must pay airport charges each time it lands and accesses facilities at the
airports it serves. Depending on the policy of the individual airport, such charges can include landing fees, passenger
loading fees, security fees and parking fees. Ryanair attempts to negotiate discounted fees by delivering annual
increases in passenger traffic, and opts, when practicable, for less expensive facilities, such as less convenient gates
and the use of outdoor boarding stairs rather than more expensive jetways. Nevertheless, there can be no assurance
that the airports Ryanair uses will not impose higher airport charges in the future and that any such increases would
not adversely affect the Company’s operations.

As a result of rising airport charges and the introduction of an Air Travel Tax of €10 on passengers
departing from Irish airports on routes longer than 300 kilometers from Dublin Airport (€2 on shorter routes),
Ryanair reduced its fleet at Dublin airport to 13 during winter 2010 (down from 22 in summer 2008 and 20 in winter
2008). The introduction of the aforementioned €10 tax likely had a negative impact on the number of passengers
traveling to and from Ireland. The Dublin Airport Authority (“DAA”) reported that passenger volumes declined by
25% from 30 million in 2007 to 23 million in 2012. Ryanair believes that this is partly reflective of the negative
impact of the tax on Irish travel. Ryanair called for the elimination of the tax to stimulate tourism during the
recession. Ryanair also complained to the European Commission about the unlawful differentiation in the level of
the Irish Air Travel tax between routes within the EU. From April 2011, a single rate (€3) of the Air Travel Tax was
introduced on all routes. In May 2011, the Irish Government announced that it would abolish the Air Travel Tax,
and the tax was ultimately abolished on April 1, 2014. No assurance can be given that the tax will not be
reintroduced in the future at similar levels or higher levels, which could have a negative impact on demand for air
travel.

The Greek government planned to introduce similar taxes; however, it has now cancelled plans to introduce
these taxes. The German government introduced an €8 passenger tax on January 1, 2011 for all departing domestic
or short-haul passengers and a passenger tax of €25 for all departing passengers on flights bound for southern
Europe and northern Africa. The €8 tax was reduced to €7.50 in January 2012. In addition, the Austrian government
introduced an ecological air travel levy of €8 effective January 1, 2011. In July 2013, the regional Walloon
Government in Belgium announced a €3 passenger travel tax from January 2014. However, the plan to introduce
this tax was later abandoned. The Moroccan government has also introduced a similar tax (equivalent to
approximately €9) from April 2014. The Italian government has recently proposed to increase the municipal taxes in
Italy by €2, however, no final decision has yet been made.

In March 2007, the discount arrangement formerly in place at London (Stansted) airport terminated,
subjecting Ryanair to an average increase in charges of approximately 100%. The increase in these charges, which
was passed on in the form of higher ticket prices, had a negative impact on yields and passenger volumes in the
winter, resulting in Ryanair’s decision to ground seven aircraft. Ryanair responded to the increases by filing
complaints with the OFT and the Competition Commission, calling for the break-up of the British Airports
Authority plc (“BAA”) monopoly and the introduction of competition in the London airports market. The OFT
referred the matter to the Competition Commission, which found that the common ownership by BAA of the three
main airports in London negatively affected competition and that a “light touch” approach to regulating BAA by the
Civil Aviation Authority adversely impacted competition. In March 2009, the Competition Commission ordered the
break-up of BAA. In October 2009, London (Gatwick) was sold to Global Infrastructure Partners for £1.5 billion.
Following a delay caused by various appeals by the BAA, the BAA proceeded to sell Edinburgh Airport in April
2012, and London (Stansted) airport to Manchester Airports Group plc in March 2013. Following the December
2003 publication of the U.K. government’s White Paper on Airport Capacity in the Southeast of England, the BAA
in 2004 announced plans to spend up to £4 billion on a multi-year project to construct a second runway and
additional terminal facilities at London (Stansted) airport with a target opening date of 2013. Ryanair and other
airlines using London (Stansted) support the principle of a second runway at London (Stansted), but are opposed to
this development because they believe that the financing of what they consider to be an overblown project will lead
to airport costs approximately doubling from current levels. In May 2010, the BAA announced that it would not
proceed with this £4 billion program. On January 10, 2014, the UK Civil Aviation Authority completed its
regulatory investigation into market power determination for passenger airlines in relation to London (Stansted). It
found that London (Stansted) did not enjoy substantial market power in the market for the provision of airport
operation services to passenger airlines, and as such declined to continue to regulate the airport. On September 16,
2013, Ryanair announced that it had agreed a 10 year growth agreement with Manchester Airports Group plc, the
owners of London (Stansted), in relation to an expansion of capacity at London (Stansted) in return for significant
airport charge reductions for the incremental passenger volumes delivered. Once this 10 year growth deal expires,
Ryanair may be subject to increased airport charges at London (Stansted) as the airport is no longer subject to
regulation.

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.” See also “Item 8. Financial
InformationOther Financial
for
information regarding legal proceedings in which Ryanair’s economic arrangements with several publicly owned
airports are being contested.

InformationLegal ProceedingsEU State Aid-Related Proceedings”

FUEL

The cost of jet fuel accounted for approximately 43% and 46% of Ryanair’s total operating expenses in the
fiscal years ended March 31, 2015 and 2014, respectively (in each case, this accounts for costs after giving effect to
the Company’s fuel hedging activities but excludes de-icing costs, which accounted for approximately 0.5% and
0.3% of total fuel costs in the fiscal years ended March 31, 2015 and 2014, respectively. The future availability and
cost of jet fuel cannot be predicted with any degree of certainty, and Ryanair’s low-fares policy limits its ability to
pass on increased fuel costs to passengers through increased fares. Jet fuel prices are dependent on crude oil prices,
which are quoted in U.S. dollars. If the value of the U.S. dollar strengthens against the euro, Ryanair’s fuel costs,
expressed in euro, may increase even absent any increase in the U.S. dollar price of jet fuel. Ryanair has also entered
into foreign currency forward contracts to hedge against some currency fluctuations. See “Item 11. Quantitative and
Qualitative Disclosures About Market Risk—Foreign Currency Exposure and Hedging.”

Ryanair has historically entered into arrangements providing for substantial protection against fluctuations
in fuel prices, generally through forward contracts covering periods of up to 18 months of anticipated jet fuel
requirements. As of July 24, 2015, Ryanair had entered into forward jet fuel (jet kerosene) contracts covering
approximately 90% of its estimated requirements for fiscal 2016 at prices equivalent to approximately $910 per
metric ton. In addition, as of July 24, 2015, Ryanair had entered into forward jet fuel (jet kerosene) contracts
covering approximately 70% of its estimated requirements for fiscal 2017 at prices equivalent to approximately
$657 per metric ton, and had not entered into any jet fuel hedging contracts with respect to its expected fuel
purchases beyond that period. See “Item 3. Key Information—Risk Factors—Risks Related to the Company—
Changes in Fuel Costs and Availability Affect the Company’s Results” and “Item 11. Quantitative and Qualitative
Disclosures About Market Risk—Fuel Price Exposure and Hedging” for additional information on recent trends in
fuel costs and the Company’s related hedging activities, as well as certain associated risks. See also “Item 5.
Operating and Financial Review and Prospects—Fiscal Year 2015 Compared with Fiscal Year 2014—Fuel and Oil.”

INSURANCE

Ryanair is exposed to potential catastrophic losses that may be incurred in the event of an aircraft accident
or terrorist incident. Any such accident or incident could involve costs related to the repair or replacement of a
damaged aircraft and its consequent temporary or permanent loss from service. In addition, an accident or incident
could result in significant legal claims against the Company from injured passengers and others who experienced
injury or property damage as a result of the accident or incident, including ground victims. Ryanair maintains
aviation third-party liability insurance, passenger liability insurance, employer liability insurance, directors and
officers liability insurance, aircraft insurance for aircraft loss or damage, and other business insurance in amounts
per occurrence consistent with industry standards. Ryanair believes its insurance coverage is adequate, although not
comprehensive. There can be no assurance that the amount of such coverage will not need to be increased, that
insurance premiums will not increase significantly or that Ryanair will not be forced to bear substantial losses from
accidents. Ryanair’s insurance does not cover claims for losses incurred when, due to unforeseen events, airspace is
closed and aircraft are grounded, such as the airspace closures described in “Item 3. Risk Factors – Risks Related to
the Airline Industry – Volcanic Ash Emissions Could Affect the Company and Have a Material Adverse Impact on
the Company’s Results of Operation”, which resulted from volcanic ash in the northern European airspace during
April and May 2010.

The cost of insurance coverage for certain third-party liabilities arising from “acts of war” or terrorism
increased dramatically as a result of the September 11, 2001 terrorist attacks. In the immediate aftermath, aircraft
liability war indemnities for amounts above $50 million were, in the absence of any alternative coverage, provided
by the Irish Government at pre-September 11, 2001 levels of coverage on the basis of a per-passenger surcharge. In
March 2002, once such coverage was again commercially available, Ryanair arranged coverage to replace that
provided by the government indemnity. The replacement insurance coverage operated on the basis of a per-
passenger surcharge with an additional surcharge based on hull values. Ryanair’s insurers have indicated that the
scope of the Company’s current war-related insurance coverage may exclude certain types of catastrophic incidents,
which may result in the Company seeking alternative coverage.

During the 2006 fiscal year, Ryanair established Aviation Insurance (IOM) Limited (“AIL”), a wholly
owned insurance company subsidiary, to provide the Company with self-insurance as part of its ongoing risk-
management strategy. AIL underwrites a portion of the Company’s aviation insurance program, which covers not
only the Company’s aircraft but also its liability to passengers and to third parties. AIL reinsures virtually all of the
aviation insurance risk it underwrites with recognized third parties in the aviation reinsurance market, with the
amount of AIL’s maximum aggregate exposure not currently subject to such reinsurance agreements being equal to
approximately $16.1 million. In addition to aviation insurance, AIL has underwritten most of the single trip travel
insurance policies sold on Ryanair.com since February 1, 2011.

Council Regulation (EC) No. 2027/97, as amended by Council Regulation (EC) No. 889/2002, governs air
carrier liability. This legislation provides for unlimited liability of an air carrier in the event of death or bodily
injuries suffered by passengers, implementing the Warsaw Convention of 1929 for the Unification of Certain Rules
Relating to Transportation by Air, as amended by the Montreal Convention of 1999. Ryanair has extended its
liability insurance to meet the appropriate requirements of the legislation. See “Item 3. Key Information—Risk
Factors—Risks Related to the Airline Industry—The Company Faces the Risk of Loss and Liability” for
information on the Company’s risks of loss and liability.

FACILITIES

The following are the principal properties owned or leased by the Company:

Location

Site Area
(Sq. Meters)

Floor Space
(Sq. Meters)

Tenure

Activity

Dublin Airport .........................
Concourse Building, Airside
Business Park, Swords, Dublin
Dublin Airport (Hangar No. 1)
Dublin Airport (Hangar No. 2)
Dublin Airport Business Park*
Phoenix House,
Conyngham Road, Dublin .......
Enterprise House, Stansted ......
Satellite 3, Stansted Airport .....

Stansted Airport (Hangar) .......
Stansted Airport .......................
Stansted Storage Facilities .......
East Midlands Airport .............
East Midlands Airport .............

Bremen Airport ........................
Skavsta Airport (Hangar) ........
Prestwick Airport (Hangar) .....
Frankfurt (Hahn) Airport
(Hangar) ..................................
Kaunas Airport (Hangar) .........
Rygge Airport (Hangar) ..........
Billund Airport (Hangar) .........

*Leasehold terminated on June 22, 2014

1,370

1,649 Leasehold

Rental Property

12,141
1,620
5,200
955

2,566
516
605

12,161
375
378
3,890
2,045

5,952
1,936
10,052

5,064
1,700
1,700
2,800

Freehold
9,298
1,620 Leasehold
5,000 Leasehold
749 Leasehold

3,899

Freehold
516 Leasehold
605 Leasehold

10,301 Leasehold
375 Leasehold
531 Leasehold
Freehold
634 Leasehold

2,801

5,874 Leasehold
1,936 Leasehold
10,052 Leasehold

5,064 Leasehold
1,700 Leasehold
1,700 Leasehold
2,800 Leasehold

Dublin Office
Aircraft Maintenance
Aircraft Maintenance
Administration Offices

Rental Property
Administrative Offices
Operations Center
Aircraft Maintenance Hangar
and Simulator Training Center
Training Centre
Aircraft Maintenance
Simulator and Training Center
Training Center
Terminal and Aircraft
Maintenance Hangar
Aircraft Maintenance
Aircraft Maintenance
Aircraft Maintenance Hangar
and Simulator Training Center
Aircraft Maintenance
Aircraft Maintenance
Aircraft Maintenance

Ryanair has agreements with the DAA, the Irish government authority charged with operating Dublin
Airport, to lease bag-drop counters and other space at the passenger and cargo terminal facilities at Dublin Airport.
The airport office facilities used by Ryanair at London (Stansted) are leased from the airport authority; similar
facilities at each of the other airports Ryanair serves are provided by Swissport Limited or other service providers.

TRADEMARKS

Ryanair’s logo and the slogans “Ryanair.com The Low Fares Website” and “Ryanair The Low Fares
Airline” have been registered as Community Trade Marks (“CTMs”). Ryanair has also registered the CTM for the
word “Ryanairhotels.com.” Ryanair filed an application for registration of the slogan “Low Fares. Made Simple” in
late 2014. The trademark was partially refused and an appeal to the Office for Harmonisation in the Internal Market
is pending. A CTM allows a trademark owner to obtain a single registration of its trademark, which registration
affords uniform protection for that trademark in all EU member states. The registration gives Ryanair an exclusive
monopoly over the use of its trade name with regard to similar services and the right to sue for trademark
infringement should another party use an identical or confusingly similar trademark in relation to identical, or
similar services.

Ryanair has not registered either its name or its logo as a trademark in Ireland, as CTM-registration
provides all of the protection available from an Irish registration, and management believes there are therefore no
advantages in making a separate Irish application.

Ryanair’s trademarks include:

- Community (Word) Trade Mark registration number 004168721 comprised of the word “Ryanair” in

classes 16, 28, 35, 36, 37, 38, 39 and 42 (Nice Classification);

- Community (Figurative) Trade Mark registration number 001493329 comprising the following graphic

representation:

in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 27.5.1 (Vienna classification);

- Community (Figurative) Trade Mark registration number 00446559 comprising the following graphic

representation:

in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 22.1.16 (Vienna classification);

- Community (Figurative) Trade Mark registration number 000338301

comprising the following graphic representation:

in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 22.1.16 (Vienna classification)

Liberalization of the EU Air Transportation Market

GOVERNMENT REGULATION

Ryanair began its flight operations in 1985, during a decade in which the governments of Ireland and the
U.K. liberalized the bilateral arrangements for the operation of air services between the two countries. In 1992, the
Council of Ministers of the EU adopted a package of measures intended to liberalize the internal market for air
transportation in the EU. The liberalization included measures that allow EU air carriers substantial freedom to set
air fares, provided EU air carriers greatly enhanced access to routes within the EU, and also introduced a licensing
procedure for EU air carriers. Beginning in April 1997, EU air carriers have generally been able to provide
passenger services on domestic routes within any EU member state outside their home country of operations without
restriction.

Regulatory Authorities

Ryanair is subject to Irish and EU regulation, which is implemented primarily by the Department of
Transport, Tourism and Sport (“DTTAS”), the Irish Aviation Authority (“IAA”), the European Commission, and the
European Aviation Safety Agency (“EASA”). Management believes that the present regulatory environment in
Ireland and the EU is characterized by high sensitivity to safety and security issues, which is demonstrated by
intensive reviews of safety-related procedures, training, and equipment by the national and EU regulatory
authorities.

Commission for Aviation Regulation “CAR”. The CAR is currently primarily responsible for deciding

maximum airport charges only at Dublin Airport. See “Airport OperationsAirport Charges” above.

The CAR also has responsibility for licensing Irish airlines, subject to the requirements of EU law. It issues
operating licenses under the provisions of EU Regulation 1008/2008 (formerly 2407/92). An operating license is an
authorization permitting the holder to transport passengers, mail and/or cargo by air. The criteria for granting an
operating license include, inter alia, an air carrier’s financial fitness, the adequacy of its insurance, and the fitness of
the persons who will manage the air carrier. In addition, in order to obtain and maintain an operating license, Irish
and EU regulations require that (i) the air carrier must be owned and continue to be owned directly or through
majority ownership by EU member states and/or nationals of EU member states and (ii) the air carrier must at all
times be effectively controlled by such EU member states or EU nationals. The CAR has broad authority to revoke
an operating license. See “Item 10. Additional Information––Limitations on Share Ownership by Non-EU
Nationals.” See also “Item 3. Risk Factors––Risks Related to Ownership of the Company’s Ordinary Shares or
ADRs—EU Rules Impose Restrictions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non-EU
nationals and the Company has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU Nationals” above.

Ryanair’s current operating license became effective on December 1, 1993, and is subject to periodic
review. The Flight Operations Department is also subject to ongoing review by the IAA, which reviews the
department’s audits, including flight audits, training audits, document audits, and quality audits. Ryanair’s current
Air Operator Certificate No IE 7/94 was issued on May 28, 2015.

Irish Aviation Authority. The IAA is primarily responsible for the operational and regulatory function and
services relating to the safety, security and technical aspects of aviation in Ireland. To operate in Ireland and the EU,
an Irish air carrier is required to hold an air operator’s certificate granted by the IAA attesting to the air carrier’s
operational and technical competence to conduct airline services with specified types of aircraft. The IAA has broad
authority to amend or revoke an air operator’s certificate, with Ryanair’s ability to continue to hold its air operator’s
certificate being subject to ongoing compliance with applicable statutes, rules and regulations pertaining to the
airline industry, including any new rules and regulations that may be adopted in the future.

The IAA is also responsible for overseeing and regulating the operations of Irish air carriers. Matters within
the scope of the IAA’s regulatory authority include: air safety; aircraft certification; personnel licensing and training;
maintenance, manufacture, repair, airworthiness, and operation of aircraft; implementation of EU legislation; aircraft
noise; aviation security and ground services. Each of the Company’s aircraft is required to have a Certificate of
Airworthiness, which is issued by the IAA. The validity of Certificates of Airworthiness is subject to the review by
the IAA. Each certificate is generally valid for a 12-month period. In March 2009, Ryanair received “Sub-Part (I)
approval” from the IAA, which gives Ryanair the authority to extend the validity of its certificates, subject to certain
record checks and physical aircraft inspections being performed by Ryanair’s quality department. The Company’s
flight personnel, flight and emergency procedures, aircraft, and maintenance facilities are subject to periodic
inspections by the IAA. The IAA has broad regulatory and enforcement powers, including the authority to require
reports; inspect the books, records, premises, and aircraft of a carrier; and investigate and institute enforcement
proceedings. Failure to comply with IAA regulations can result in revocation of operating certification.

In July 1999, the IAA awarded Ryanair a JAR Ops 1 air operator’s certificate. In 2008, the IAA awarded
Ryanair an EU Ops air operator’s certificate. In 2014, the IAA awarded Ryanair an Air Ops air operator’s certificate.
This AOC remains in force subject to Ryanair demonstrating continuing compliance with applicable EASA
regulations. The requirements of Air Ops have been incorporated into European law as prescribed in Regulation EC
965/2012 and were applied in full on October 28, 2014. All current regulatory requirements are addressed in the
Ryanair Operations Manual Part A (as amended). The current Manual, Issue 1 Revision 0, was approved by the IAA
on October 28, 2014.

Department of Transport, Tourism and Sport. The Department of Transport, Tourism and Sport
(“DTTAS”) is responsible for implementation of certain EU and Irish legislation and international standards relating
to air transport.

In June 2005, the Irish Minister for Transport enacted legislation strengthening rights for air passengers
following the enactment of EU legislation requiring compensation of airline passengers who have been denied
boarding on a flight for which they hold a valid ticket (Regulation (EC) No. 261/2004), which came into force on
February 17, 2005. See “Item 3. Risk Factors—Risks Related to the Airline Industry—EU Regulation on Passenger
Compensation Could Significantly Increase Related Costs.”

The European Aviation Safety Agency. EASA is an agency of the EU that has been given specific
regulatory and executive tasks in the field of aviation safety. EASA was established through Regulation (EC) No.
1592/2002 of the European Parliament and the Council of July 15, 2002, repealed by Basic Regulation (EC) 216-
2008. The purpose of EASA is to draw-up common standards to ensure the highest levels of safety, oversee their
uniform application across Europe and promote them at the global level. The EASA formally started its work on
September 28, 2003, taking over the responsibility for regulating airworthiness, maintenance and air crew issues
within the EU member states.

Eurocontrol. The European Organization for the Safety of Air Navigation (“Eurocontrol”) is an
autonomous European organization established under the Eurocontrol Convention of December 13, 1960.
Eurocontrol is responsible for, inter alia, the safety of air navigation and the collection of route charges for en route
air navigation facilities and services throughout Europe. Ireland is a party to several international agreements
concerning Eurocontrol. These agreements have been implemented in Irish law, which provides for the payment of
charges to Eurocontrol in respect of air navigation services for aircraft in airspace under the control of Eurocontrol.
The relevant legislation imposes liability for the payment of any charges upon the operators of the aircraft in respect
of which services are provided and upon the owners of such aircraft or the managers of airports used by such
aircraft. Ryanair, as an aircraft operator, is primarily responsible for the payment to Eurocontrol of charges incurred
in relation to its aircraft.

The legislation authorizes the detention of aircraft in the case of default in the payment of any charge for air
navigation services by the aircraft operator or the aircraft owner, as the case may be. This power of detention
extends to any equipment, stores or documents, which may be onboard the aircraft when it is detained, and may
result in the possible sale of the aircraft.

European Commission. The European Commission is in the process of introducing an updated legislative
package to its “single European sky policy,” called “SES2+”, which would lead to changes to air traffic management
and control within the EU. The “single European sky policy” currently consists of the Framework Regulation (Reg.
(EC) No. 549/2004) plus three technical regulations on the provision of air navigation services, organization and use
of the airspace and the inter-operability of the European air traffic management network. These regulations were
amended by the so-called “Single European Sky II” regulation (EU Regulation 1070/09), which focused on air
traffic control (“ATC”) performance and extended the authority of EASA to include Airports and Air Traffic
Management. The objective of the policy is to enhance safety standards and the overall efficiency of air traffic in
Europe, as well as to reduce the cost of air traffic control services.

On September 6, 2005, the European Commission announced new guidelines on the financing of airports
and start-up aid to airlines by regional airports based on its February 2004 finding in the Charleroi case, a decision
that the EU Court of First Instance (“CFI”) has since annulled in December 2008. The guidelines only applied to
publicly owned regional airports, and placed restrictions on the incentives that these airports can offer airlines to
deliver traffic. Ryanair argued that the CFI’s annulment of the Charleroi decision severely undermined these
guidelines. In April 2014, the European Commission published final revised guidelines that better reflect the
commercial reality of the liberalized air transport market, but still place restrictions on the incentives public airports
can offer to airlines delivering traffic, when compared with the commercial freedom available to private airports.

The European Union also adopted legislation on airport charges (EU Directive 2009/12), which was
originally intended to address abusive pricing at monopoly airports. However, the legislation includes all European
airports with over five million passengers per year. Management believes that this will likely increase the
administrative burdens on smaller airports and may lead to higher airport charges, while the scope that exists within
this Directive to address abuses of their dominant positions by Europe’s larger airports is very limited. See “Item 8.
Financial InformationOther Financial InformationLegal ProceedingsEU State Aid-Related Proceedings.”

The European Union also passed legislation calling for increased transparency in airline fares, which
requires the inclusion of all mandatory taxes, fees, and charges in advertised prices. Ryanair currently includes this
information in its advertised fares in all markets where it operates. However, certain regulatory authorities have
alleged that some fees applied by airlines, including Ryanair, on an avoidable basis are in fact mandatory. Ryanair
amended its website to include information on fees in June 2012 and incorporated further changes to meet these
requirements on its website in August 2012 and December 2012.

Registration of Aircraft

Pursuant to the Irish Aviation Authority (Nationality and Registration of Aircraft) Order 2002 (the
“Order”), the IAA regulates the registration of aircraft in Ireland. In order to be registered or continue to be
registered in Ireland, an aircraft must be wholly owned by either (i) a citizen of Ireland or a citizen of another
member state of the EU having a place of residence or business in Ireland or (ii) a company registered in and having
a place of business in Ireland and having its principal place of business in Ireland or another member state of the EU
and not less than two-thirds of the directors of which are citizens of Ireland or of another member state of the EU.
As of the date of this report, ten of the eleven directors of Ryanair Holdings are citizens of Ireland or of another
member state of the EU. An aircraft will also fulfill these conditions if it is wholly owned by such citizens or
companies in combination. Notwithstanding the fact that these particular conditions may not be met, the IAA retains
discretion to register an aircraft in Ireland so long as it is in compliance with the other conditions for registration
under the Order. Any such registration may, however, be made subject to certain conditions. In order to be
registered, an aircraft must also continue to comply with any applicable provisions of Irish law. The registration of
any aircraft can be cancelled if it is found that it is not in compliance with the requirements for registration under the
Order and, in particular: (i) if the ownership requirements are not met; (ii) if the aircraft has failed to comply with
any applicable safety requirements specified by the IAA in relation to the aircraft or aircraft of a similar type; or (iii)
if the IAA decides in any case that it is not in the public interest for the aircraft to remain registered in Ireland.

Regulation of Competition

Competition/Antitrust Law. It is a general principle of EU competition law that no agreement may be
concluded between two or more separate economic undertakings that prevents, restricts or distorts competition in the
common market or any part of the common market. Such an arrangement may nevertheless be exempted by the
European Commission, on either an individual or category basis. The second general principle of EU competition
law is that any business or businesses having a dominant position in the EU common market or any substantial part
of the common market may not abuse such dominant position. Similar competition laws apply at national level in
EU member states. Ryanair is subject to the application of the general rules of EU competition law as well as
specific rules on competition in the airline sector.

An aggrieved person may sue for breach of EU competition law in the courts of a member state and/or
petition the European Commission for an order to put an end to the breach of competition law. The European
Commission also may impose fines and daily penalties on businesses and the courts of the member states may award
damages and other remedies (such as injunctions) in appropriate circumstances.

Competition law in Ireland is primarily embodied in the Competition Act 2002. This Act is modeled on the
EU competition law system. The Irish rules generally prohibit anti-competitive arrangements among businesses and
prohibit the abuse of a dominant position. These rules are enforced either by public enforcement (primarily by the
Competition Authority) through both criminal and civil sanctions or by private action in the courts. These rules
apply to the airline sector, but are subject to EU rules that override any contrary provisions of Irish competition law.
Ryanair has been subject to an abuse-of-dominance investigation by the Irish Competition Authority in relation to
service between Dublin and Cork. The Competition Authority closed its investigation in July 2009 with a finding in
favor of Ryanair.

State Aid. The EU rules control aid granted by member states to businesses on a selective or discriminatory
basis. The EU Treaty prevents member states from granting such aid unless approved in advance by the EU. Any
such grant of state aid to an airline is subject to challenge before the EU or, in certain circumstances, national courts.
If aid is held to have been unlawfully granted it may have to be repaid by the airline to the granting member state,
together with interest thereon. See “Item 3. Key InformationRisk FactorsRisks Related to the Company—The
Company Is Subject to Legal Proceedings Alleging State Aid at Certain Airports” and “Item 8. Financial
InformationOther Financial InformationLegal Proceedings.”

Environmental Regulation

Aircraft Noise Regulations. Ryanair is subject to international, national and, in some cases, local noise
regulation standards. EU and Irish regulations have required that all aircraft operated by Ryanair comply with Stage
3 noise requirements since April 1, 2002. All of Ryanair’s aircraft currently comply with these regulations. Certain
airports in the U.K. (including London Stansted and London Gatwick) and continental Europe have established local
noise restrictions, including limits on the number of hourly or daily operations or the time of such operations.

Company Facilities. Environmental controls are generally imposed under Irish law through property
planning legislation, specifically the Local Government (Planning and Development) Acts of 1963 to 1999, the
Planning and Development Act 2000 and regulations made there under. At Dublin Airport, Ryanair operates on land
controlled by the DAA. Planning permission for its facilities has been granted in accordance with both the zoning
and planning requirements of Dublin Airport. There is also specific Irish environmental legislation implementing
applicable EU directives and regulations, to which Ryanair adheres. From time to time, noxious or potentially toxic
substances are held on a temporary basis within Ryanair’s engineering facilities at Dublin Airport, Glasgow
(Prestwick), London (Stansted), Frankfurt (Hahn), Stockholm (Skavsta), Oslo (Rygge) and Kaunas. However, at all
times Ryanair’s storage and handling of these substances complies with the relevant regulatory requirements. At
Ryanair’s Glasgow (Prestwick) and London (Stansted) maintenance facilities, all normal waste is removed in
accordance with the Environmental Protection Act of 1996 and Duty of Care Waste Regulations. For special waste
removal, Ryanair operates under the Special Waste Regulations 1998. At all other facilities Ryanair adheres to all
local and EU regulations.

Ryanair’s Policy on Noise and Emissions. Ryanair is committed to reducing emissions and noise through
investments in “next generation” aircraft and engine technologies and the implementation of certain operational and
commercial decisions to minimize the environmental impact of its operations. According to the Air Travel Carbon
and Energy Efficiency Report published by Brighter Planet, Ryanair is the industry leader in terms of environmental
efficiency, and the Company is constantly working towards improving its performance.

In December 2005, Ryanair completed the fleet replacement program it commenced in 1999. All of
Ryanair’s older Boeing 737-200A aircraft were replaced with Boeing 737-800 “next generation” aircraft, and
Ryanair now operates a single-aircraft-type fleet of Boeing 737-800 “next generation” aircraft with an average age
of 6 years. The design of the new aircraft is aimed at minimizing drag, thereby reducing the rate of fuel burn and
noise levels. The engines are also quieter and more fuel-efficient. Furthermore, by moving to an all Boeing 737-800
“next generation” fleet, Ryanair reduced the unit emissions per passenger due to the inherent capacity increase in the
Boeing 737-800 aircraft. The Boeing 737-800 “next generation” aircraft have a significantly superior fuel-burn to
passenger-kilometer ratio than Ryanair’s former fleet of Boeing 737-200A aircraft. In September 2014, Ryanair
entered into an agreement with Boeing to purchase up to 200 Boeing 737-MAX-200 aircraft (including 100 firm and
100 option aircraft). The Boeing 737-MAX-200 aircraft will deliver between fiscal 2020 and fiscal 2024. They have
197 seats and are fitted with CFM-LEAP-1B engines which, combined with the Advanced Technology winglet and
other aerodynamic improvements, will reduce fuel consumption by up to approximately 18% on a per seat basis
compared to the Boeing 737-800s in Ryanair’s configuration and reduce operational noise emissions by
approximately 40%. See “—Aircraft” above for details on Ryanair’s fleet plan.

Ryanair has also installed winglets on all of its existing aircraft and all future aircraft will also be fitted with
winglets. Winglets reduce both the rate of fuel burn and carbon dioxide emissions by approximately 4% and also
reduce noise emissions.

In addition, Ryanair has distinctive operational characteristics that management believes are helpful to the

general environment. In particular, Ryanair:



operates with a high-seat density of 189 seats (increasing to 197 when the Boeing 737-MAX-200 starts
being delivered in fiscal 2020) and an all-economy configuration, as opposed to the 162 seats and two-
class configuration of the Boeing 737-800 aircraft used by traditional network airlines, reducing fuel
burn and emissions per seat-kilometer flown;

has reduced per-passenger emissions through higher load factors;

provides direct services as opposed to connecting flights, in order to limit the need for passengers to
transfer at main hubs and thus reduces the number of take-offs and landings per journey from four to
two, reducing fuel burn and emissions per journey; and



has no late-night departures of aircraft, reducing the impact of noise emissions.

Emissions Trading. On November 19, 2008, the European Council of Ministers adopted legislation to add
aviation to the EU Emissions Trading Scheme as of 2012. This scheme, which has thus far applied mainly to energy
producers, is a cap-and-trade system for CO2 emissions to encourage industries to improve their CO2 efficiency.
Under the legislation, airlines were granted initial CO2 allowances based on historical “revenue ton kilometers” and
a CO2 efficiency benchmark. Any shortage of allowances has to be purchased in the open market and/or at
government auctions. Management believes that this legislation is likely to have a negative impact on the European
airline industry. Ryanair takes its environmental responsibilities seriously and intends to continue to improve its
environmental efficiency and to minimize emissions. Under Regulation 7 of The UK Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013, Ryanair is obliged to state its annual quantity of emissions in
tonnes of carbon dioxide equivalent. Ryanair’s EU Emissions Trading Scheme monitoring, reporting and allowance
surrender obligations are mandated on a calendar year basis. During calendar year 2014, Ryanair emitted 7,756,156
tCO2 (Calendar 2013: 7,649,120), which equates to 0.090 tCO2 (Calendar 2013: 0.094) per passenger.

Aviation Taxes. Ryanair is fundamentally opposed to the introduction of any aviation taxes, including any
environmental taxes, fuel taxes or emissions levies. Ryanair has, and continues to offer, the lowest fares in Europe,
to make passenger air travel affordable and accessible to European consumers. Ryanair believes that the imposition
of additional taxes on airlines will not only increase airfares, but will discourage new entrants into the market,
resulting in less choice for consumers. Ryanair believes this would ultimately have adverse effects on the European
economy in general. There is in particular no justification for any environmental taxes on aviation following the
introduction of the Emissions Trading Scheme for airlines.

As a company, Ryanair believes in free market competition and that the imposition of aviation taxation
would favor the less efficient flag carriers – which generally have smaller and older aircraft, lower load factors, and
a much higher fuel burn per passenger, and which operate primarily into congested airports – and reduce
competition. Furthermore, the introduction of a tax at a European level only would distort competition between
airlines operating solely within Europe and those operating also outside of Europe. We believe that the introduction
of such a tax would also be incompatible with international law.

Airport charges

The EU Airport Charges Directive of March 2009 sets forth general principles that are to be followed by
airports with more than five million passengers per annum, and to the airport with the highest passenger movement
in each Member State, when setting airport charges, and provides for an appeals procedure for airlines in the event
that they are not satisfied with the level of charges. However, Ryanair does not believe that this procedure is
effective or that it constrains those airports that are currently abusing their dominant position, in part because the
legislation was -transposed improperly in certain countries, such as Ireland and Spain, thereby depriving airlines of
even the basic safeguards provided for in the Directive. This legislation may in fact lead to higher airport charges,
depending on how its provisions are applied by EU member states and subsequently by the courts.

Slots

Currently, the majority of Ryanair’s bases of operations have no “slot” allocation restrictions; however,
traffic at a substantial number of the airports Ryanair serves, including its primary bases are regulated by means of
“slot” allocations, which represent authorizations to take off or land at a particular airport within a specified time
period. In addition, EU law currently regulates the acquisition, transfer, and loss of slots. Applicable EU regulations
currently prohibit the buying or selling of slots for cash. The European Commission adopted a regulation in April
2004 (Regulation (EC) No. 793/2004) that made some minor amendments to the current allocation system, allowing
for limited transfers of, but not trading in, slots. Slots may be transferred from one route to another by the same
carrier, transferred within a group or as part of a change of control of a carrier, or swapped between carriers. In April
2008, the European Commission issued a communication on the application of the slot allocation regulation,
signaling the acceptance of secondary trading of airport slots between airlines. This is expected to allow more
flexibility and mobility in the use of slots and will further enhance possibilities for market entry at slot constrained
airports. Any future legislation that might create an official secondary market for slots could create a potential
source of revenue for certain of Ryanair’s current and potential competitors, many of which have many more slots
allocated at primary airports at present than Ryanair. The European Commission proposed a revision to the slots
legislation reflecting the principle of secondary trading. This revision has been negotiated by the EU institutions

since 2014 and is currently stalled. Slot values depend on several factors, including the airport, time of day covered,
the availability of slots and the class of aircraft. Ryanair’s ability to gain access to and develop its operations at slot-
controlled airports will be affected by the availability of slots for takeoffs and landings at these specific airports.
New entrants to an airport are currently given certain privileges in terms of obtaining slots, but such privileges are
subject to the grandfathered rights of existing operators that are utilizing their slots. There is no assurance that
Ryanair will be able to obtain a sufficient number of slots at the slot-controlled airports that it desires to serve in the
future at the time it needs them or on acceptable terms.

Other

Health and occupational safety issues relating to the Company are largely addressed in Ireland by the
Safety, Health and Welfare at Work Act, 2005 and other regulations under that act. Although licenses or permits are
not issued under such legislation, compliance is monitored by the Health and Safety Authority (the “Authority”),
which is the regulating body in this area. The Authority periodically reviews Ryanair’s health and safety record and
when appropriate, issues improvement notices or prohibition notices. Ryanair has responded to all such notices to
the satisfaction of the Authority. Other safety issues are covered by the Irish Aviation Orders, which may vary from
time to time.

The Company’s operations are subject to the general laws of Ireland and, insofar as they are applicable in
Ireland, the laws of the EU. The Company may also become subject to additional regulatory requirements in the
future. The Company is also subject to local laws and regulations at locations where it operates and the regulations
of various local authorities that operate the airports it serves.

DESCRIPTION OF PROPERTY

For certain information about each of the Company’s key facilities, see “—Facilities” above. Management

believes that the Company’s facilities are suitable for its needs and are well maintained.

Item 4A. Unresolved Staff Comments

There are no unresolved staff comments.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with the audited consolidated financial statements
of the Company and the notes thereto included in Item 18. Those consolidated financial statements have been
prepared in accordance with IFRS.

HISTORY

Ryanair’s current business strategy dates to the early 1990s, when a new management team, including the
current chief executive, commenced the restructuring of Ryanair’s operations to become a low-fares airline based on
the low-cost operating model pioneered by Southwest Airlines Co. in the United States. During the period between
1992 and 1994, Ryanair expanded its route network to include scheduled passenger services between Dublin and
Birmingham, Manchester and Glasgow (Prestwick). In 1994, Ryanair began standardizing its fleet by purchasing
used Boeing 737-200A aircraft to replace substantially all of its leased aircraft. Beginning in 1996, Ryanair
continued to expand its service from Dublin to new provincial destinations in the U.K. In August 1996, Irish Air,
L.P., an investment vehicle led by David Bonderman and certain of his associates at the Texas Pacific Group,
acquired a minority interest in the Company. Ryanair Holdings completed its initial public offering in June 1997.

From 1997 through June 30, 2015, Ryanair launched service on more than 1,600 routes throughout Europe
and also increased the frequency of service on a number of its principal routes. During that period, in addition to
Dublin, Ryanair established 72 airports as bases of operations. See “Item 4. Information on the Company—Route
System, Scheduling and Fares” for a list of these bases. Ryanair has increased the number of booked passengers
from approximately 4.9 million in the 1999 fiscal year to approximately 90.6 million in the 2015 fiscal year. As of
June 30, 2015, Ryanair had a principal fleet of over 315 Boeing 737-800 aircraft and six additional leased aircraft
acquired on short term leases for the summer of 2015 to provide extra capacity, and now serves approximately 190
airports.

Ryanair expects to have approximately 520 aircraft in its operating fleet by March 31, 2024. This is subject
to lease handbacks and disposals over the period to March 31, 2024 meeting current expectations. See “Liquidity
and Capital Resources” and “Item 4. Information on the CompanyAircraft” for additional details.

BUSINESS OVERVIEW

Since Ryanair pioneered its low cost operating model in Europe in the early 1990s, its passenger volumes
and scheduled passenger revenues have increased significantly because it has substantially increased capacity and
demand has been sufficient to match the increased capacity. Ryanair’s annual booked passenger volume has grown
from approximately 945,000 passengers in the calendar year 1992 to approximately 90.6 million passengers in the
2015 fiscal year.

Ryanair’s revenue passenger miles (“RPMs”) increased approximately 9% from 64,470 million in the 2014
fiscal year to 70,331 million in the 2015 fiscal year due partly to an increase of approximately 2% in scheduled
available seat miles (“ASMs”) from 77,917 million in the 2014 fiscal year to 79,690 million in the 2015 fiscal year.
Scheduled passenger revenues increased approximately 12% from €3,790 million in the 2014 fiscal year to €4,260
million in the 2015 fiscal year. Average booked passenger fare increased from €46.40 in the 2014 fiscal year to
€47.05 in the 2015 fiscal year.

Expanding passenger volumes and capacity, high load factors and aggressive cost containment have
enabled Ryanair to continue to generate operating profits despite increasing price competition and increases in
certain costs. Ryanair’s total break-even load factor was 72% in both the 2014 and 2015 fiscal years. Cost per
passenger was €53.61 in the 2014 fiscal year and €50.92 in the 2015 fiscal year, with the decrease primarily
reflecting the lower fuel cost per passenger of €22.00 in the 2015 fiscal year, as compared to €24.65 in the 2014
fiscal year. Ryanair recorded operating profits of €658.6 million in the 2014 fiscal year and €1,042.9 million in the
2015 fiscal year. The Company recorded a profit after taxation of €522.8 million in the 2014 fiscal year and profit
after taxation of €866.7 million in the 2015 fiscal year. Ryanair will take delivery of 41 Boeing 737-800 aircraft in
the 2016 fiscal year and expects that these deliveries, along with its plan to ground fewer aircraft in the winter of
2016 fiscal year and increased load factors will allow for an approximately 14% increase in fiscal 2016 traffic. See
“Item 3. Key Information—Risk Factors—Risks Related to the Company— Ryanair Has Seasonally Grounded
Aircraft.”

Investment in Aer Lingus

The Company owns 29.8% of Aer Lingus, which it acquired in fiscal years 2007, 2008 and 2009 at a total
cost of €407.2 million. Following the approval of its shareholders, management proposed in the 2007 fiscal year to
effect a tender offer to acquire the entire share capital of Aer Lingus. This 2006 offer was, however, prohibited by
the European Commission on competition grounds in June 2007. Ryanair’s management viewed the acquisition of
Aer Lingus in the context of the overall trend of consolidation among airlines in Europe and believed that the
acquisition would lead to the formation of one strong Irish airline group able to compete with large carriers such as
Lufthansa, Air France/KLM and British Airways/Iberia (now “International Airlines Group”). During the EU
merger review, the Company made a commitment that if the acquisition was approved, Ryanair would eliminate Aer
Lingus’ fuel surcharges and reduce its fares, which would have resulted in Aer Lingus passengers saving
approximately €100 million per year. The Company was therefore disappointed by the European Commission’s
decision to prohibit this offer. This decision was the first adverse decision taken in respect of any EU airline merger
and the first-ever adverse decision in respect of a proposed merger of two companies with less than 5% of the EU
market for their services. Ryanair filed an appeal with the Court of First Instance (“CFI”), which was heard in July
2009. On July 6, 2010, the CFI upheld the Commission’s decision.

In October 2007, the European Commission also reached a formal decision that it would not force Ryanair
to sell its shares in Aer Lingus. Aer Lingus appealed this decision before the CFI. This case was heard in July 2009
and on July 6, 2010, the court rejected Aer Lingus’ appeal and confirmed that Ryanair cannot be forced to dispose of
its 29.8% stake in Aer Lingus under the European Merger Regulation. However, EU legislation may change in the
future to require such a forced disposition. If eventually forced to dispose of its stake in Aer Lingus, Ryanair could
suffer significant losses due to the negative impact on market prices of the forced sale of such a significant portion
of Aer Lingus’ shares.

On December 1, 2008, Ryanair made a new offer to acquire all of the ordinary shares of Aer Lingus it did
not own at a price of €1.40 per ordinary share. Ryanair offered to keep Aer Lingus as a separate company, maintain
the Aer Lingus brand, and retain its Heathrow slots and connectivity. Ryanair also proposed to double Aer Lingus’
short-haul fleet from 33 to 66 aircraft and to create 1,000 associated new jobs over a five-year period. If the offer
had been accepted, the Irish government would have received over €180 million in cash. The employee share
ownership trust and employees, who owned 18% of Aer Lingus, would have received over €137 million in cash. The
Company met Aer Lingus management, representatives of the employee share ownership trust and other parties,
including members of the Irish Government. The offer of €1.40 per share represented a premium of approximately
25% over the closing price of €1.12 for Aer Lingus shares on November 28, 2008. As the Company was unable to
secure the shareholders’ support, it decided on January 28, 2009, to withdraw its offer for Aer Lingus.

The OFT wrote to Ryanair in September 2010, advising that it intended to investigate Ryanair’s minority
stake in Aer Lingus. Ryanair objected on the basis that the OFT’s investigation was time-barred. Ryanair contended
that the OFT had the opportunity, which it missed, to investigate Ryanair’s minority stake within four months from
the European Commission’s June 2007 decision to prohibit Ryanair’s takeover of Aer Lingus. The OFT agreed in
October 2010 to suspend its investigation pending the outcome of Ryanair’s appeal against the OFT’s decision that
its investigation is within time. On July 28, 2011, the Competition Appeal Tribunal ruled that the OFT was not time
barred when it attempted in September 2010 to open an investigation into Ryanair’s 2006 acquisition of a minority
non-controlling stake in Aer Lingus. Ryanair subsequently appealed the Competition Appeal Tribunal’s decision.
On November 24, 2011, the UK Court of Appeal ordered a stay of the OFT’s investigation pending the Courts
review of whether the OFT’s investigation was time barred. On May 22, 2012, the UK Court of Appeal found that
the OFT was not time barred to investigate Ryanair’s minority stake in Aer Lingus in September 2010. Ryanair
subsequently sought permission to appeal that ruling to the UK Supreme Court, but permission was refused. On June
15, 2012, the OFT referred the investigation of Ryanair’s minority stake in Aer Lingus to the UK Competition
Commission. On August 28, 2013, the Competition Commission issued its final decision in which it stated that
Ryanair’s shareholding “gave it the ability to exercise material influence over Aer Lingus” and “had led or may be
expected to lead to a substantial lessening of competition in the markets for air passenger services between Great
Britain and Ireland.” As a result of its findings, the Competition Commission ordered Ryanair to reduce its
shareholding in Aer Lingus to no more than 5 percent of Aer Lingus’ issued ordinary shares. Ryanair appealed the
Competition Commission’s final decision to the CAT on September 23, 2013. The CAT rejected Ryanair’s appeal
on March 7, 2014. On April 23, 2014, the CAT granted Ryanair permission to appeal the CAT’s judgment to the
UK Court of Appeal. The UK Court of Appeal rejected Ryanair’s appeal on February 12, 2015. On March 12, 2015,
Ryanair applied to the UK Supreme Court for permission to appeal the judgment of the UK Court of Appeal. On
July 14, 2015, the Supreme Court refused permission, bringing the appeal process against the Competition
Commission’s final decision to conclusion.

On February 12, 2015, Ryanair applied to the Competition and Markets Authority (“CMA”) (formerly the
Competition Commission) for a review of its August 28, 2013 decision on the basis that the proposed offer by the
International Airlines Group (“IAG”) for Aer Lingus, announced in December 2014, amounted to a material change
of circumstances which necessitated such review and the setting aside of the divestment order. On June 11, 2015, the
CMA adopted a decision rejecting Ryanair’s contention that IAG’s proposed bid amounted to a material change of
circumstances and imposing its divestment order. Ryanair appealed that decision and the imposition of the
divestment order to the CAT. On July 15, 2015, the CAT dismissed Ryanair’s appeal. Ryanair has submitted an
application for permission to appeal this ruling to the UK Court of Appeal.

On June 19, 2012, Ryanair made a third offer to acquire all of the ordinary shares of Aer Lingus it did not
own at a price of €1.30 per ordinary share. The timing of the offer was influenced by: (i) the continued consolidation
of European airlines, and more recently the IAG (the parent company of British Airways) takeover of British
Midland International, where the No. 1 airline at Heathrow was allowed to acquire the No. 2; (ii) the additional
capacity available at Dublin airport following the opening of Terminal 2 and the decline in traffic from 23.3 million
passengers per annum in 2007 to 18.7 million in 2011, has resulted in Dublin airport operating at approximately
50% capacity; (iii) the change in the Irish government policy since 2006 in that the Irish government indicated that it
had decided to sell its stake in Aer Lingus; (iv) the fact that under the terms of the bailout agreement provided by the
European Commission, European Central Bank and the International Monetary Fund to Ireland, the Irish
government committed to sell its stake in Aer Lingus; (v) the fact that the Employee Share Ownership Trust
(ESOT), which at the time of the unsuccessful 2006 offer controlled 15% of Aer Lingus, had been disbanded since
December 2010 and the shares distributed to the individual members, with the result that Ryanair’s new offer was,
in Ryanair’s view, capable of reaching over 50% acceptance either with or without government acceptance; and (vi)
the fact that Etihad, an Abu Dhabi based airline, had recently acquired a 3% stake in Aer Lingus and had expressed
an interest in buying the government’s 25% stake in Aer Lingus (the offer therefore provided Etihad or any other
potential bidder the opportunity to purchase the government’s stake).

Ryanair offered to keep Aer Lingus as a separate company, maintain the Aer Lingus brand, and to grow its
traffic from 9.5 million to over 14.5 million passengers over a five year period post acquisition, by growing Aer
Lingus’ short haul traffic at some of Europe’s major airports where Aer Lingus currently operates and Ryanair does
not. Ryanair also intended to increase Aer Lingus’ transatlantic traffic from Ireland, which has fallen in recent years,
by investing in operations. If the offer was accepted, the Irish government would have received €173 million in cash.

The offer of €1.30 per share represented a premium of approximately 38% over the closing price of €0.94 for Aer
Lingus shares as of June 19, 2012. The offer was conditional on competition approval by the European Commission.
However, on February 27, 2013, the European Commission prohibited the acquisition by Ryanair of the remaining
share capital of Aer Lingus. Ryanair appealed this prohibition to the EU General Court on May 8, 2013. A judgment
in this appeal is expected in 2016.

The available-for-sale financial asset balance sheet value of €371.0 million reflects the market value of the
Company’s stake in Aer Lingus as of March 31, 2015, as compared to a value of €260.3 million as of March 31,
2014. In accordance with the company’s accounting policy, this investment is held at fair value. This investment is
classified as available-for-sale, rather than as an investment in an associate, because the Company does not have the
power to exercise any influence over Aer Lingus. The increase in the amount of the available for sale financial asset
from €260.3 million at March 31, 2014 to €371.0 million at March 31, 2015 is comprised of a gain of €110.7
million, recognized through other comprehensive income, reflecting the increase in Aer Lingus’ share price from
€1.64 per share at March 31, 2014 to €2.33 per share at March 31, 2015. All impairment losses are required to be
recognized in the income statement for investments in an equity instrument classified for available for sale and are
not subsequently reversed within the income statement with reversals being recognized through other
comprehensive income instead, while gains are recognized through other comprehensive income. The investment
had in prior periods been impaired to €0.50 per share.

The Company's determination that it does not have control, or even exercise a “significant influence,” over

Aer Lingus through its minority shareholding has been based on the following factors:

(i) Ryanair does not have any representation on the Aer Lingus Board of Directors; nor does it have a right to
appoint a director;

(ii) Ryanair does not participate in Aer Lingus policy-making decisions; nor does it have a right to participate in
such policy-making decisions;

(iii) There are no material transactions between Ryanair and Aer Lingus, there is no interchange of personnel
between the two companies and there is no sharing of technical information between the companies;

(iv) Aer Lingus and its significant shareholder (the Irish government: 25.1%) have historically openly opposed
Ryanair’s investment or participation in the company;

(v) In 2007, 2009 and 2010, Aer Lingus refused Ryanair’s attempt to assert its statutory right to requisition a general
meeting (a legal right of any 5% shareholder under Irish law);

(vi) On April 15, 2011, the High Court in Dublin ruled that Aer Lingus was not obliged to accede to Ryanair’s
request that two additional resolutions (on the payment of a dividend and on payments to pension schemes) be put to
vote at Aer Lingus’ annual general meeting; and

(vii) The European Commission has formally found that Ryanair’s shareholding in Aer Lingus does not grant
Ryanair “de jure or de facto control of Aer Lingus” and that “Ryanair’s rights as a minority shareholder are
associated exclusively to rights related to the protection of minority shareholders” (Commission Decision Case No.
COMP/M.4439 dated October 11, 2007). The European Commission’s finding has been confirmed by the European
Union's General Court which issued a decision on July 6, 2010 that the European Commission was justified to use
the required legal and factual standard in its refusal to order Ryanair to divest its minority shareholding in Aer
Lingus and that, as part of that decision, Ryanair’s shareholding did not confer control of Aer Lingus (Judgment of
the General Court (Third Chamber) Case No. T-411/07 dated July 6, 2010).

On June 19, 2015, the International Airlines Group (“IAG”) issued a formal offer for Aer Lingus Group
plc. The offer, which was recommended by the Board of Aer Lingus Group plc, consists of cash consideration of
€2.50 per ordinary share plus a €0.05 ordinary dividend (already paid in May 2015). The offer is subject to the
acceptance of the offer by key shareholders, namely the Irish government and Ryanair, and regulatory approval from
the European competition authorities.

Historical Results Are Not Predictive of Future Results

The historical results of operations discussed herein may not be indicative of Ryanair’s future operating
performance. Ryanair’s future results of operations will be affected by, among other things, overall passenger traffic
volume; the availability of new airports for expansion; fuel prices; the airline pricing environment in a period of
increased competition; the ability of Ryanair to finance its planned acquisition of aircraft and to discharge the
resulting debt service obligations; economic and political conditions in Ireland, the U.K. and the EU; terrorist threats
or attacks within the EU; seasonal variations in travel; developments in government regulations, litigation and labor
relations; foreign currency fluctuations, the impact of the banking crisis and potential break-up of the euro;
competition and the public’s perception regarding the safety of low-fares airlines; the value of its equity stake in Aer
Lingus; changes in aircraft acquisition, leasing, and other operating costs; flight interruptions caused by volcanic ash
emissions or other atmospheric disruptions; flight disruptions caused by periodic and prolonged air traffic controller
strikes in Europe; the rates of income and corporate taxes paid, and the impact of the financial and Eurozone crisis.
Ryanair expects its depreciation, staff and fuel charges to increase as additional aircraft and related flight equipment
are acquired. Future fuel costs may also increase as a result of the depletion of petroleum reserves, the shortage of
fuel production capacity and/or production restrictions imposed by fuel oil producers. Maintenance expenses may
also increase as a result of Ryanair’s fleet expansion and replacement program. In addition, the financing of new
Boeing 737-800 aircraft and Boeing 737-MAX-200 will increase the total amount of the Company’s outstanding
debt and the payments it is obliged to make to service such debt. The cost of insurance coverage for certain third-
party liabilities arising from “acts of war” or terrorism increased dramatically following the September 11, 2001
terrorist attacks. Although Ryanair currently passes on increased insurance costs to passengers by means of a special
“insurance levy” on each ticket, there can be no assurance that it will continue to be successful in doing so. See
“Item 3. Key Information—Risk Factors—Risks related to the Airline Industry—The 2001 Terrorist Attacks on the
United States Had a Severe Negative Impact on the International Airline Industry.”

RECENT OPERATING RESULTS

The Company’s profit after tax for the quarter ended June 30, 2015 (the first quarter of the Company’s
2016 fiscal year) was €245.1 million, as compared to €196.8 million for the corresponding period of the previous
year. The Company recorded an increase in operating profit, from €231.8 million in the first quarter of the 2015
fiscal year to €288.4 million in the recently completed quarter. Total operating revenues increased from €1,495.7
million in the first quarter of fiscal 2015 to €1,652.7 million in the first quarter of fiscal 2016. The increase in
operating profit was primarily due to a 16% increase in traffic, a stronger load factor (up 6 points to 92%) and a 14%
fuel saving per passenger. Operating expenses increased from €1,263.9 million in the first quarter of fiscal 2015 to
€1,364.3 million in the first quarter of fiscal 2016, due primarily to the increased costs associated with the growth of
the airline. The Company’s cash and cash equivalents, restricted cash and financial assets with terms of less than
three months amounted to €4,881.2 million at June 30, 2015 as compared with €4,483.3 million at June 30, 2014.

CRITICAL ACCOUNTING POLICIES

The following discussion and analysis of Ryanair’s financial condition and results of operations is based on

its consolidated financial statements, which are included in Item 18 and prepared in accordance with IFRS.

The preparation of the Company’s financial statements requires the use of estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the periods presented. Actual results may differ from these
estimates.

The Company believes that its critical accounting policies, which are those that require management’s most
difficult, subjective and complex judgments, are those described in this section. These critical accounting policies,
the judgments and other uncertainties affecting application of these policies and the sensitivity of reported results to
changes in conditions and assumptions are factors to be considered in reviewing the consolidated financial
statements included in Item 18 and the discussion and analysis below. For additional detail on these policies, see
Note 1, “Basis of preparation and significant accounting policies,” to the consolidated financial statements included
in Item 18.

Long-lived Assets

As of March 31, 2015, Ryanair had €5.5 billion of long-lived assets, virtually all of which were aircraft. In
accounting for long-lived assets, Ryanair must make estimates about the expected useful lives of the assets, the
expected residual values of the assets, and the potential for impairment based on the fair value of the assets and the
cash flows they generate.

In estimating the lives and expected residual values of its aircraft, Ryanair has primarily relied on its own
and industry experience, recommendations from Boeing, the manufacturer of all of the Company’s aircraft,
valuations from appraisers and other available marketplace information. Subsequent revisions to these estimates,
which can be significant, could be caused by changes to Ryanair’s maintenance program, changes in utilization of
the aircraft, governmental regulations on aging of aircraft, changes in new aircraft technology, changes in
governmental and environmental taxes, changes in new aircraft fuel efficiency and changing market prices for new
and used aircraft of the same or similar types. Ryanair evaluates its estimates and assumptions in each reporting
period, and, when warranted, adjusts these assumptions. Generally, these adjustments are accounted for on a
prospective basis, through depreciation expense.

Ryanair periodically evaluates its long-lived assets for impairment. Factors that would indicate potential
impairment would include, but are not limited to, significant decreases in the market value of an aircraft, a
significant change in an aircraft’s physical condition and operating or cash flow losses associated with the use of the
aircraft. While the airline industry as a whole has experienced many of these factors from time to time, Ryanair has
not yet been seriously impacted and continues to record positive cash flows from these long-lived assets.
Consequently, Ryanair has not yet identified any impairments related to its existing aircraft fleet. The Company will
continue to monitor its long-lived assets and the general airline operating environment.

The Company’s estimate of the recoverable amount of aircraft residual values is 15% of current market
value of new aircraft, determined periodically, based on independent valuations and actual aircraft disposals during
prior periods. Aircraft are depreciated over a useful life of 23 years from the date of manufacture to residual value.

Heavy Maintenance

An element of the cost of an acquired aircraft is attributed, on acquisition, to its service potential, reflecting

the maintenance condition of the engines and airframe.

For aircraft held under operating lease agreements, Ryanair is contractually committed to either return the
aircraft in a certain condition or to compensate the lessor based on the actual condition of the airframe, engines and
life-limited parts upon return. In order to fulfill such conditions of the lease, maintenance, in the form of major
airframe overhaul, engine maintenance checks, and restitution of major life-limited parts, is required to be
performed during the period of the lease and upon return of the aircraft to the lessor. The estimated airframe and
engine maintenance costs and the costs associated with the restitution of major life-limited parts, are accrued and
charged to profit or loss over the lease term for this contractual obligation, based on the present value of the
estimated future cost of the major airframe overhaul, engine maintenance checks and restitution of major life-limited
parts, calculated by reference to the number of hours flown or cycles operated during the year.

Ryanair’s aircraft operating lease agreements typically have a term of seven years, which closely correlates
with the timing of heavy maintenance checks. The contractual obligation to maintain and replenish aircraft held
under operating lease exists independently of any future actions within the control of Ryanair. While Ryanair may,
in very limited circumstances, sub-lease its aircraft, it remains fully liable to perform all of its contractual
obligations under the ‘head lease’ notwithstanding any such sub-leasing.

Both of these elements of accounting policies involve the use of estimates in determining the quantum of
both the initial maintenance asset and/or the amount of provisions to be recorded and the respective periods over
which such amounts are charged to income. In making such estimates, Ryanair has primarily relied on its own and
industry experience, industry regulations and recommendations from Boeing; however, these estimates can be
subject to revision, depending on a number of factors, such as the timing of the planned maintenance, the ultimate
utilization of the aircraft, changes to government regulations and increases or decreases in estimated costs. Ryanair
evaluates its estimates and assumptions in each reporting period and, when warranted, adjusts its assumptions,
which generally impact maintenance and depreciation expense in the income statement on a prospective basis.

Tax Audits

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax payable on
taxable profits is recognized as an expense in the period in which the profits arise using tax rates enacted or
substantively enacted at the balance sheet date. Deferred tax is provided in full, using the balance sheet liability
method on temporary differences arising from the tax basis of assets and liabilities and their carrying amount in the
consolidated financial statements.

Social insurance, passenger taxes and sales taxes are recorded as a liability based on laws enacted in the

jurisdictions to which they relate. Liabilities are recorded when an obligation has been incurred.

Ryanair reviews its tax obligations by jurisdiction regularly. There are many complexities and judgments
in determining tax obligations due to the inherent complexity of tax law, the manner in which airline businesses are
carried out whereby operations can begin and end in different jurisdictions and assumptions made about the timing
and amount of individual balances to be included in financial statements and tax returns.

Ryanair has an internal tax group and takes professional advice on more complex matters in estimating its
tax liabilities. Ryanair also deals extensively with revenue authorities in each jurisdiction in which it operates. Tax
liabilities are based on the best estimate of the likely obligation at each reporting period. These estimates are subject
to revision based on the outcome of tax audits and discussions with revenue authorities that can take several years to
conclude.

100

RESULTS OF OPERATIONS

The following table sets forth certain income statement data (calculated under IFRS) for Ryanair expressed

as a percentage of Ryanair’s total revenues for each of the periods indicated:

Total revenues ..............................................................
Scheduled revenues ...................................................
Ancillary revenues .....................................................
Total operating expenses ..............................................
Fuel and oil ................................................................
Airport and handling charges ....................................
Route charges ............................................................
Staff costs ..................................................................
Depreciation ..............................................................
Marketing, distribution and other ..............................
Maintenance, materials and repairs ...........................
Aircraft rentals...........................................................
Operating profit ............................................................
Net interest expense .....................................................
Other income ................................................................
Profit before taxation ....................................................
Taxation .......................................................................
Profit after taxation .....................................................

Fiscal Year ended March 31,
2014

2013

2015

100%
75.4
24.6
81.5
35.2
12.6
9.7
8.9
6.7
4.1
2.4
1.9
18.5
(1.0)
(0.1)
17.4
(2.0)
15.4

100%
75.2
24.8
86.9
40.0
12.2
10.4
9.2
7.0
3.8
2.3
2.0
13.1
(1.3)
0.0
11.8
(1.4)
10.4

100%
78.2
21.8
85.3
38.6
12.5
10.0
8.9
6.7
4.1
2.5
2.0
14.7
(1.5)
0.1
13.3
(1.6)
11.7

FISCAL YEAR 2015 COMPARED WITH FISCAL YEAR 2014

Profit after taxation. Ryanair recorded a profit on ordinary activities after taxation of €866.7 million in the
2015 fiscal year, as compared with a profit of €522.8 million in the 2014 fiscal year. This 65.8% increase was
primarily attributable to a 1.4% increase in average fares, a 10.9% increase in traffic, a stronger load factor (up 5
points to 88.2%), and 10.8% fuel savings per passenger.

Scheduled revenues. Ryanair’s scheduled passenger revenues increased 12.4%, from €3,789.5 million in
the 2014 fiscal year to €4,260.3 million in the 2015 fiscal year, primarily reflecting an increase of 1.4% in average
fares. The number of passengers booked increased 10.9%, from 81.7 million to 90.6 million, reflecting increased
passenger volumes on existing routes and the successful opening of new bases at Athens, Lisbon, Thessaloniki,
Warsaw, Cologne, Glasgow International, Gdansk and Bratislava in the 2015 fiscal year. Booked passenger load
factors increased to 88.2% in fiscal 2015 compared with 83% in fiscal 2014.

Passenger capacity during the 2015 fiscal year increased by 3.8% due to an increase in the average number
of aircraft in the fleet. Scheduled passenger revenues accounted for 75.4% of Ryanair’s total revenues for the 2015
fiscal year, compared with 75.2% of total revenues in the 2014 fiscal year.

101

Ancillary revenues. Ryanair’s ancillary revenues, which comprise revenues from non-flight scheduled
operations, in-flight sales and Internet-related services, increased 11.7%, from €1,247.2 million in the 2014 fiscal
year to €1,393.7 million in the 2015 fiscal year, while ancillary revenues per booked passenger increased to €15.39
from €15.27. Revenues from non-flight scheduled operations, including revenues from excess baggage charges,
administration/credit card fees, sales of rail and bus tickets, priority boarding, reserved seating, accommodation,
travel insurance and car rental increased 15.0% to €1,164.4 million from €1,012.4 million in the 2014 fiscal year.
Revenues from in-flight sales increased 9.2%, to €128.1 million from €117.3 million in the 2014 fiscal year.
Revenues from Internet-related services, primarily commissions received from products sold on Ryanair.com or
linked websites, decreased 13.9%, from €117.5 million in the 2014 fiscal year to €101.2 million in the 2015 fiscal
year, reflecting a combination of factors including an improved product mix and the implementation of fully
reserved seating across the network. The rate of increase in ancillary revenues exceeded that of the increase in
overall passengers booked.

The following table sets forth the components of ancillary revenues earned by Ryanair and each component

expressed as a percentage of total ancillary revenues for each of the periods indicated:

Fiscal Year ended March 31,

2015

2014

(in millions of euro, except percentage data)

Non-flight Scheduled ..................
In-flight Sales ..............................
Internet-related ............................
Total ............................................

1,164.4
128.1
101.2
1,393.7

83.5%
9.2%
7.3%
100.0%

1,012.4
117.3
117.5
1,247.2

81.2%
9.4%
9.4%
100.0%

Operating expenses. As a percentage of total revenues, Ryanair’s operating expenses decreased from
86.9% in the 2014 fiscal year to 81.6% in the 2015 fiscal year. Total revenues increased by 12.3%, faster than the
5.3% increase in operating expenses. In absolute terms, total operating expenses increased 5.3%, from €4,378.1
million in the 2014 fiscal year to €4,611.1 million in the 2015 fiscal year, principally as a result of increased costs
associated with the growth of the airline offset by a 1.0% reduction in fuel and oil costs from €2,013.1 million in the
2014 fiscal year to €1,992.1 million in the 2015 fiscal year. Fuel and oil expenses, route charges, staff costs,
depreciation and aircraft rentals decreased as a percentage of total revenues, while airport and handling charges,
marketing, distribution and other costs and maintenance, materials and repairs increased. Total operating expenses
per passenger decreased by 5.0%, with the decrease reflecting, principally, a 10.8% reduction in per passenger fuel
costs and ex-fuel costs remaining flat per passenger during the 2015 fiscal year.

The Company’s decision to ground aircraft did not have a material impact on the results of the Company
for the year ended March 31, 2015 and, at present, is not anticipated to have a material impact on future operations.
The Company anticipates that any revenues which could have been generated had the Company operated the
grounded aircraft would have been lower than the operating costs associated with operating these aircraft, including
fuel costs, airport charges and taxes. The Company does not anticipate that any material staff costs will be incurred
during future periods of the grounding of aircraft, as the relevant staff can be furloughed under the terms of their
contracts without compensation and the maintenance costs associated with the grounded aircraft will be minimal.
However, the Company will still incur aircraft ownership costs comprised of depreciation and amortization costs,
lease rentals costs and financing costs.

The following table sets forth the amounts in euro cent of, and percentage changes in, Ryanair’s operating
expenses (on a per-passenger basis) for the fiscal years ended March 31, 2015 and March 31, 2014 under IFRS.
These data are calculated by dividing the relevant expense amount (as shown in the consolidated financial
statements) by the number of booked passengers in the relevant year as shown in the table of “Selected Operating
and Other Data” in Item 3 and rounding to the nearest euro cent; the percentage change is calculated on the basis of
the relevant figures before rounding.

102

Fuel and oil ....................................................................................
Airport and handling charges .........................................................
Route charges ................................................................................
Staff costs ......................................................................................
Depreciation ..................................................................................
Marketing, distribution and other ..................................................
Maintenance, materials and repairs ...............................................
Aircraft rentals ...............................................................................
Total operating expenses ...............................................................

Fiscal Year
Ended
March 31,
2015
€
22.00
7.87
6.05
5.55
4.17
2.58
1.49
1.21
50.92

Fiscal Year
Ended
March 31,

2014 % Change

€
24.65
7.56
6.39
5.68
4.31
2.36
1.42
1.24
53.61

(10.8%)
4.1%
(5.3%)
(2.3%)
(3.2%)
9.3%
4.9%
(2.4%)
(5.0%)

Fuel and oil. Ryanair’s fuel and oil costs per passenger decreased by 10.8%, while in absolute terms, these
costs decreased by 1.0% from €2,013.1 million in the 2014 fiscal year to €1,992.1 million in the 2015 fiscal year, in
each case after giving effect to the Company’s fuel hedging activities. The 1.4% decrease reflected a 4.6% decrease
in average fuel prices paid and the impact of a 2.5% increase in the number of hours flown, and a slight increase in
fuel burn across the fleet due to the higher load factor. Fuel and oil costs include the direct cost of fuel, the cost of
delivering fuel to the aircraft, aircraft de-icing and EU emissions trading costs. The average fuel price paid by
Ryanair (calculated by dividing total fuel costs by the number of U.S. gallons of fuel consumed) decreased 4.6%
from €2.45 per U.S. gallon in the 2014 fiscal year to €2.34 per U.S. gallon in the 2015 fiscal year, in each case after
giving effect to the Company’s fuel hedging activities.

Airport and handling charges and route charges. Ryanair’s airport and handling charges per passenger
increased 4.1% in the 2015 fiscal year, while route charges per passenger decreased 5.3%. In absolute terms, airport
and handling charges increased 15.5%, from €617.2 million in the 2014 fiscal year to €712.8 million in the 2015
fiscal year, reflecting the overall growth in passenger volumes, the mix of new routes and bases launched at primary
airports and the strengthening of U.K. pound sterling against the euro. In absolute terms, route charges increased
4.9%, from €522.0 million in the 2014 fiscal year, to €547.4 million in the 2015 fiscal year, primarily as a result of
the 3.9% increase in sectors flown and price increases in Germany, France and the U.K.

Staff costs. Ryanair’s staff costs, which consist primarily of salaries, wages and benefits, decreased 2.3% on
a per-passenger basis, while in absolute terms, these costs increased 8.5%, from €463.6 million in the 2014 fiscal
year to €502.9 million in the 2015 fiscal year. The increase in absolute terms was primarily attributable to the
increased level of activity, a pay increase of 2.0% granted in fiscal 2015 and the strength of U.K. pound sterling
against the euro.

Depreciation. Ryanair’s depreciation per passenger decreased by 3.2%, while in absolute terms these costs
increased 7.4% from €351.8 million in the 2014 fiscal year to €377.7 million in the 2015 fiscal year. The increase
was primarily attributable to the increase in the average number of owned aircraft in the fleet in the 2015 fiscal year
(250) compared to the 2014 fiscal year (246) and spare engines purchased during the year. See “—Critical
Accounting Policies—Long-lived Assets” above.

Marketing, distribution and other expenses. Ryanair’s marketing, distribution and other operating expenses,
including those applicable to the generation of ancillary revenues, increased 9.3% on a per-passenger basis in the
2015 fiscal year, while in absolute terms, these costs increased 21.3%, from €192.8 million in the 2014 fiscal year to
€233.9 million in the 2015 fiscal year, with the overall increase primarily reflecting the higher marketing spend to
support Ryanair’s “Always Getting Better” customer experience program and the launch of new routes and bases.

103

Maintenance, materials and repairs. Ryanair’s maintenance, materials and repair expenses, which consist
primarily of the cost of routine maintenance, provision for leased aircraft and the overhaul of spare parts, increased
4.9% on a per-passenger basis, while in absolute terms these expenses increased by 16.2% from €116.1 million in
the 2014 fiscal year to €134.9 million in the 2015 fiscal year. The increase in absolute terms during the fiscal year
was partly due to the inclusion in the prior year of a one off credit of €3.7 million arising from the renegotiation of
certain maintenance contracts. The remainder of the increase was primarily due to line maintenance costs resulting
from the launch of new bases, unscheduled maintenance costs and the strength of sterling to the euro.

Aircraft rentals. Aircraft rental expenses amounted to €109.4 million in the 2015 fiscal year, a 7.9%
increase from the €101.5 million reported in the 2014 fiscal year, reflecting short term leases over the summer,
offset by the lower average number of leased aircraft in the 2015 fiscal year (51) compared to the 2014 fiscal year
(55).

Operating profit. As a result of the factors outlined above, operating profit increased 42.8% on a per-
passenger basis in the 2015 fiscal year, and also increased in absolute terms, from €658.6 million in the 2014 fiscal
year to €1,042.9 million in the 2015 fiscal year.

Finance expense. Ryanair’s interest and similar charges decreased 10.8%, from €83.2 million in the 2014
fiscal year to €74.2 million in the 2015 fiscal year, primarily due to lower interest rates in the 2015 fiscal year
compared to the 2014 fiscal year. These costs are expected to increase in future periods as Ryanair further expands
its fleet.

Finance income. Ryanair’s interest and similar income increased 8.5%, from €16.5 million in the 2014

fiscal year to €17.9 million in the 2015 fiscal year, reflecting higher cash balances in the 2015 fiscal year.

Foreign exchange gains/losses. Ryanair recorded foreign exchange losses of €4.2 million in the 2015 fiscal
year, as compared with foreign exchange losses of €0.5 million in the 2014 fiscal year, with the different result
being primarily due to the negative impact of changes in the euro exchange rate against the U.S. dollar.

Taxation. The effective tax rate for the 2015 fiscal year was 11.8%, as compared to an effective tax rate of
11.6% in the 2014 fiscal year. The effective tax rate reflects the statutory rate of Irish corporation tax of 12.5%.
Ryanair recorded an income tax provision of €115.7 million in the 2015 fiscal year, compared with a tax provision
of €68.6 million in the 2014 fiscal year, with the increase primarily reflecting higher pre-tax profits. The
determination regarding the recoverability of the deferred tax asset was based on future income forecasts, which
demonstrated that it was more likely than not that future profits would be available in order to utilize the deferred
tax asset. A deferred tax asset’s recoverability is not dependent on material improvements over historical levels of
pre-tax income, material changes in the present relationship between income reported for financial and tax purposes,
or material asset sales or other non-routine transactions.

FISCAL YEAR 2014 COMPARED WITH FISCAL YEAR 2013

Profit after taxation. Ryanair recorded a profit on ordinary activities after taxation of €522.8 million in the
2014 fiscal year, as compared with a profit of €569.3 million in the 2013 fiscal year. This 8.2% decrease was
primarily attributable to an increase in total operating expenses of 5.1%, and a 3.7% reduction in average fares,
offset, in part, by strong ancillary revenues and increased traffic.

Scheduled revenues. Ryanair’s scheduled passenger revenues decreased 0.8%, from €3,819.8 million in the
2013 fiscal year, to €3,789.5 million in the 2014 fiscal year, primarily reflecting a decrease of 3.7% in average fares.
The number of passengers booked increased 3.0%, from 79.3 million to 81.7 million, reflecting increased passenger
volumes on existing routes and the successful launch of new bases at Athens, Thessaloniki, Brussels (Zaventem) ,
Lisbon, Rome (Fiumicino), Catania, Lamezia and Palermo in the 2014 fiscal year. Booked passenger load factors
increased to 83% in fiscal 2014 compared with 82% in fiscal 2013.

104

Passenger capacity during the 2014 fiscal year increased by 2.4% due to an increase in the average number
of aircraft in the fleet. Scheduled passenger revenues accounted for 75.2 % of Ryanair’s total revenues for the 2014
fiscal year, compared with 78.2% of total revenues in the 2013 fiscal year.

Ancillary revenues. Ryanair’s ancillary revenues, which comprise revenues from non-flight scheduled
operations, in-flight sales and Internet-related services, increased 17.2%, from €1,064.2 million in the 2013 fiscal
year to €1,247.2 million in the 2014 fiscal year, while ancillary revenues per booked passenger increased to €15.27
from €13.43. Revenues from non-flight scheduled operations, including revenues from excess baggage charges,
administration/credit card fees, sales of rail and bus tickets, priority boarding, reserved seating, accommodation,
travel insurance and car rental increased 21.6% to €1,012.4 million from €832.9 million in the 2013 fiscal year.
Revenues from in-flight sales increased 6.8%, to €117.3 million from €109.8 million in the 2013 fiscal year.
Revenues from Internet-related services, primarily commissions received from products sold on Ryanair.com or
linked websites, decreased 3.3%, from €121.5 million in the 2013 fiscal year to €117.5 million in the 2014 fiscal
year, reflecting a combination of factors including an improved product mix and the implementation of a reserved
seating system across the network. The rate of increase in ancillary revenues exceeded that of the increase in overall
passengers booked.

The following table sets forth the components of ancillary revenues earned by Ryanair and each component

expressed as a percentage of total ancillary revenues for each of the periods indicated:

Fiscal Year ended March 31,

2014

2013

(in millions of euro, except percentage data)

Non-flight Scheduled ..................
In-flight Sales ..............................
Internet-related ............................
Total ............................................

1,012.4
117.3
117.5
1,247.2

81.2%
9.4%
9.4%
100.0%

€832.9
€109.8
€121.5
€1,064.2

78.3%
10.3%
11.4%
100.0%

Operating expenses. As a percentage of total revenues, Ryanair’s operating expenses increased from 85.3%
in the 2013 fiscal year to 86.9% in the 2014 fiscal year. Total revenues increased by 3.1%, slower than the 5.1%
increase in operating expenses. In absolute terms, total operating expenses increased 5.1%, from €4,165.8 million in
the 2013 fiscal year to €4,378.1 million in the 2014 fiscal year, principally as a result of a 6.8% increase in fuel and
oil costs from €1,885.6 million in the 2013 fiscal year to €2,013.1 million in the 2014 fiscal year, partially offset by
the weakening of the U.K. pound sterling to the euro. Airport and handling charges, maintenance, materials and
repairs and marketing, distribution and other costs decreased as a percentage of total revenues, while staff costs,
depreciation, route charges and fuel and oil expenses increased and aircraft rental expenses stayed constant. Total
operating expenses per passenger increased by 2.0%, with the increase reflecting, principally, the increase in
passenger capacity during the 2014 fiscal year and the impact of the higher fuel costs.

The Company’s decision to ground aircraft did not have a material impact on the results of the Company
for the year ended March 31, 2014 and, at present, is not anticipated to have a material impact on future operations.
The Company anticipates that any revenues which could have been generated had the Company operated the
grounded aircraft would have been lower than the operating costs associated with operating these aircraft, due to
significantly higher fuel costs, airport charges and taxes. The Company does not anticipate that any material staff
costs will be incurred during future periods of the grounding of aircraft, as the relevant staff can be furloughed under
the terms of their contracts without compensation and the maintenance costs associated with the grounded aircraft
will be minimal. However, the Company will still incur aircraft ownership costs comprised of depreciation and
amortization costs, lease rentals costs and financing costs.

105

The following table sets forth the amounts in euro cent of, and percentage changes in, Ryanair’s operating
expenses (on a per-passenger basis) for the fiscal years ended March 31, 2014 and March 31, 2013 under IFRS.
These data are calculated by dividing the relevant expense amount (as shown in the consolidated financial
statements) by the number of booked passengers in the relevant year as shown in the table of “Selected Operating
and Other Data” in Item 3 and rounding to the nearest euro cent; the percentage change is calculated on the basis of
the relevant figures before rounding.

Fuel and oil .............................................................................
Airport and handling charges .................................................
Route charges .........................................................................
Staff costs ...............................................................................
Depreciation ...........................................................................
Marketing, distribution and other ...........................................
Maintenance, materials and repairs ........................................
Aircraft rentals .......................................................................
Total operating expenses ........................................................

Fiscal Year
Ended
March 31,
2014
€
24.65
7.56
6.39
5.68
4.31
2.36
1.42
1.24
53.61

Fiscal Year
Ended
March 31,

2013 % Change

€
23.79
7.71
6.14
5.50
4.16
2.50
1.52
1.24
52.56

3.6%
(2.1%)
4.1%
3.3%
3.6%
(5.5%)
(6.7%)
0.3%
2.0%

Fuel and oil. Ryanair’s fuel and oil costs per passenger increased by 3.6%, while in absolute terms, these
costs increased by 6.8% from €1,885.6 million in the 2013 fiscal year to €2,013.1 million in the 2014 fiscal year, in
each case after giving effect to the Company’s fuel hedging activities. The 6.8% increase reflected a 3.0% increase
in average fuel prices paid and the impact of a 7.6% increase in the number of hours flown, which were offset in part
by a lower fuel burn across the fleet. Fuel and oil costs include the direct cost of fuel, the cost of delivering fuel to
the aircraft, aircraft de-icing and EU emissions trading costs. The average fuel price paid by Ryanair (calculated by
dividing total fuel costs by the number of U.S. gallons of fuel consumed) increased 3.0% from €2.38 per U.S. gallon
in the 2013 fiscal year to €2.45 per U.S. gallon in the 2014 fiscal year, in each case after giving effect to the
Company’s fuel hedging activities.

Airport and handling charges and route charges. Ryanair’s airport and handling charges per passenger
decreased 2.1% in the 2014 fiscal year, while route charges per passenger increased 4.1%. In absolute terms, airport
and handling charges increased 0.9%, from €611.6 million in the 2013 fiscal year to €617.2 million in the 2014
fiscal year, reflecting the overall growth in passenger volumes, increased charges in Spain, and a quadrupling of
ATC charges in Italy during the summer, partially offset by the mix of new route and bases launched and the
weakening of U.K. pound sterling against the euro. In absolute terms, route charges increased 7.3%, from €486.6
million in the 2013 fiscal year, to €522.0 million in the 2014 fiscal year, primarily as a result of the 2% increase in
sectors flown.

Staff costs. Ryanair’s staff costs, which consist primarily of salaries, wages and benefits, increased 3.3% on
a per-passenger basis, while in absolute terms, these costs increased 6.4%, from €435.6 million in the 2013 fiscal
year to €463.6 million in the 2014 fiscal year. The increase in absolute terms was primarily attributable to a 7.6%
increase in hours flown and a pay increase of 2.0% granted in fiscal 2014, partially offset by the weakening of U.K.
pound sterling against the euro.

Depreciation. Ryanair’s depreciation per passenger increased by 3.6%, while in absolute terms these costs
increased 6.7% from €329.6 million in the 2013 fiscal year to €351.8 million in the 2014 fiscal year. The increase
was primarily attributable to the increase in the average number of owned aircraft in the fleet in the 2014 fiscal year
(246) compared to the 2013 fiscal year (242) and spare engines purchased during the year. See “—Critical
Accounting Policies—Long-lived Assets” above.

106

Marketing, distribution and other expenses. Ryanair’s marketing, distribution and other operating expenses,
including those applicable to the generation of ancillary revenues, decreased 5.5% on a per-passenger basis in the
2014 fiscal year, while in absolute terms, these costs decreased 2.6%, from €197.9 million in the 2013 fiscal year to
€192.8 million in the 2014 fiscal year, with the overall decrease primarily reflecting the reduced marketing spend
per passenger and lower ancillary revenue costs.

Maintenance, materials and repairs. Ryanair’s maintenance, materials and repair expenses, which consist
primarily of the cost of routine maintenance, provision for leased aircraft and the overhaul of spare parts, decreased
6.7% on a per-passenger basis, while in absolute terms these expenses decreased by 3.8% from €120.7 million in the
2013 fiscal year to €116.1 million in the 2014 fiscal year. The decrease in absolute terms during the fiscal year
reflected improved terms on lease extensions, offset in part by costs arising from the increased level of activity.

Aircraft rentals. Aircraft rental expenses amounted to €101.5 million in the 2014 fiscal year, a 3.4%
increase from the €98.2 million reported in the 2013 fiscal year, reflecting the negative impact of higher lessor
financing costs and the adverse impact of changes in the euro/dollar exchange rate.

Operating profit. As a result of the factors outlined above, operating profit decreased 11.0% on a per-
passenger basis in the 2014 fiscal year, and also decreased in absolute terms, from €718.2 million in the 2013 fiscal
year to €658.6 million in the 2014 fiscal year.

Finance expense. Ryanair’s interest and similar charges decreased 16.2%, from €99.3 million in the 2013
fiscal year to €83.2 million in the 2014 fiscal year, primarily due to lower interest rates and reduced level of debt in
the 2014 fiscal year compared to the 2013 fiscal year. These costs are expected to increase in future periods as
Ryanair further expands its fleet.

Finance income. Ryanair’s interest and similar income decreased 39.8%, from €27.4 million in the 2013
fiscal year to €16.5 million in the 2014 fiscal year, reflecting lower interest rates and gross cash balances, partially
offset by increased dividend income from Aer Lingus shares received in the 2014 fiscal year.

Foreign exchange gains/losses. Ryanair recorded foreign exchange losses of €0.5 million in the 2014 fiscal
year, as compared with foreign exchange gains of €4.6 million in the 2013 fiscal year, with the different result being
primarily due to the negative impact of changes in the euro exchange rate against the U.K. pound sterling.

Taxation. The effective tax rate for the 2014 fiscal year was 11.6%, as compared to an effective tax rate of
12.5% in the 2013 fiscal year. The effective tax rate reflects the statutory rate of Irish corporation tax of 12.5%.
Ryanair recorded an income tax provision of €68.6 million in the 2014 fiscal year, compared with a tax provision of
€81.6 million in the 2013 fiscal year, with the decrease primarily reflecting lower pre-tax profits. The determination
regarding the recoverability of the deferred tax asset was based on future income forecasts, which demonstrated that
it was more likely than not that future profits would be available in order to utilize the deferred tax asset. A deferred
tax asset’s recoverability is not dependent on material improvements over historical levels of pre-tax income,
material changes in the present relationship between income reported for financial and tax purposes, or material
asset sales or other non-routine transactions.

SEASONAL FLUCTUATIONS

The Company’s results of operations have varied significantly from quarter to quarter, and management
expects these variations to continue. Among the factors causing these variations are the airline industry’s sensitivity
to general economic conditions and the seasonal nature of air travel. Ryanair typically records higher revenues and
income in the first half of each fiscal year ended March 31 than the second half of such year.

RECENTLY ISSUED ACCOUNTING STANDARDS

Please see Note 1 to the consolidated financial statements included in Item 18 for information on recently

issued accounting standards that are material to the Company.

107

LIQUIDITY AND CAPITAL RESOURCES

Liquidity. The Company finances its working capital requirements through a combination of cash generated
from operations, debt capital market issuances and bank loans for the acquisition of aircraft. See “Item 3. Key
Information—Risk Factors—Risks Related to the Company—The Company Will Incur Significant Costs Acquiring
New Aircraft and Any Instability in the Credit and Capital Markets could Negatively Impact Ryanair’s Ability to
Obtain Financing on Acceptable Terms” for more information about risks relating to liquidity and capital resources.
The Company had cash and liquid resources at March 31, 2015 and 2014 of €4,795.9 million and €3,241.7 million,
respectively. The increase at March 31, 2015 primarily reflects cash generated from operating activities of €1,689.4
million and €1,690.9 million from eurobond issuances in June 2014 and March 2015, which was partially offset by
the cash used to fund the purchase of property, plant, and equipment – primarily pre-delivery payments on new
Boeing 737-800 aircraft and spare engines, in addition to a €520.3 million special dividend, the repayment of €419.7
million of borrowings and the purchase of 10.9 million Ordinary Shares via a share buy-back costing €112.0 million.
Cash and liquid resources included €6.7 million and €13.3 million in “restricted cash” held on deposit as collateral
for certain derivative financial instruments entered into by the Company with respect to its aircraft financing
obligations and other banking arrangements at March 31, 2015 and 2014, respectively. See “Item 8. Financial
InformationOther Financial InformationLegal Proceedings.”

The Company’s net cash inflows from operating activities in the 2015 and 2014 fiscal years amounted to
€1,689.4 million and €1,044.6 million, respectively. The €644.8 million increase in net cash flows from operating
activities for fiscal year 2015 compared to fiscal year 2014 was principally due to an increase in profit after tax of
€343.9 million and an increase in accrued expenses of €364.4 million. This movement, which primarily relates to
cash received in advance for flights, and receipt of other receivables and increases in other payables balances,
generated €407.0 million in cash in 2015, compared with €133.9 million in 2014. This increase in net cash generated
from working capital of €273.1 million, or approximately 204%, was primarily due to an increase in cash receipts
from advance bookings.

During the last two fiscal years, Ryanair’s primary cash requirements have been for operating expenses,
additional aircraft, including advance payments in respect of new Boeing 737 aircraft and related flight equipment,
payments on related indebtedness and payments of corporation tax, as well as share buy-backs of €593.7 million and
the payment of a €520.3 million special dividend to shareholders. Cash generated from operations and the issuance
of €850.0 million in 1.875% unsecured eurobonds with a 7 year tenor in June 2014 and €850.0 million in 1.125%
unsecured eurobonds with an 8 year tenor in March 2015 have been the principal source for these cash requirements.

The Company’s net cash inflows from operating activities in the 2014 and 2013 fiscal years amounted to
€1,044.6 million and €1,023.5 million, respectively. The €21.1 million increase in net cash flows from operating
activities for fiscal year 2014 compared to fiscal 2013 was principally due to a number of factors, including an
increase in accrued expenses. This movement, which relates primarily to cash received in advance for flights, and
receipt of other receivables and increases in other payables balances, generated €133.9 million in cash in 2014,
compared with €64.7 million in 2013. This increase in net cash generated from working capital of €66.5 million, or
approximately 98.7%, was primarily due to an increase in cash receipts from advance bookings, some of which was
due to the timing of Easter, which fell in April 2014 and March 2013.

The Company’s net cash used in investing activities in fiscal year 2015 totaled €2,888.2 million, primarily
reflecting, as compared to fiscal year 2014, the Company’s higher profitability and increased investment of cash
with maturities of greater than 3 months, as described in more detail below.

The Company’s net cash from investing activities in fiscal year 2014 totaled €300.7 million and net cash
used in investing activities in fiscal 2013 totaled €1,821.5 million, primarily reflecting the Company’s capital
expenditures, and decreased investment of cash with maturities of greater than three months, as described in more
detail below.

108

Net cash from financing activities totaled €653.3 million in the 2015 fiscal year, largely reflecting the
issuance of €850.0 million unsecured Eurobonds in both June 2014 and March 2015 offset by a special dividend of
€520.3 million, repayments of long-term borrowings of €419.7 million and shares purchased under a share buy-back
program of €112.0 million.

Net cash used in financing activities totaled €856.1 million in the 2014 fiscal year, largely reflecting the
repayments of long-term borrowings of €390.8 million and shares purchased under a share buy-back program of
€481.7 million, offset in part by shares issued of €16.4 million.

The Company experienced a net cash outflow from financing activities of €669.4 million in fiscal year
2013. This was due to the receipt of proceeds from long term borrowings of €234.6 million, offset in part by
repayments of long-term borrowings of €366.4 million, the payment of a €491.5 million dividend and shares
purchased under a share buy-back program of €67.5 million.

Capital Expenditures. The Company’s net cash outflows for capital expenditures in fiscal years 2015 and
2014 were €788.5 million and €505.8 million respectively. Ryanair has funded a significant portion of its acquisition
of new Boeing 737-800 aircraft and related equipment through borrowings under facilities provided by international
financial institutions on the basis of guarantees issued by the Export-Import Bank of the United States (“Ex-Im
Bank”). At March 31, 2015, Ryanair had a fleet of 308 Boeing 737-800 aircraft, the majority of which (202 aircraft)
were funded by Ex-Im Bank-guaranteed financing. Other sources of on-balance-sheet aircraft financing utilized by
Ryanair are Japanese Operating Leases with Call Options (“JOLCOs”), which are treated as finance leases (26 of the
aircraft in the fleet as of March 31, 2015) and commercial debt financing (6 of the aircraft in the fleet as of March
31, 2015). Of Ryanair’s total fleet of 308 Boeing 737-800 aircraft at March 31, 2015 there were 51 aircraft which
were financed through operating lease arrangements, 11 aircraft were financed from Ryanair’s own resources on an
unsecured basis and the remaining 12 aircraft have no outstanding debt remaining. Ryanair has generally been able
to generate sufficient funds from operations to meet its non-aircraft acquisition-related working capital
requirements. Management believes that the working capital available to the Company is sufficient for its present
requirements and will be sufficient to meet its anticipated requirements for capital expenditures and other cash
requirements for the 2016 fiscal year.

The Company’s net cash outflows for capital expenditures in fiscal 2013 were €310.7 million. Of the new
15 Boeing 737-800 aircraft which Ryanair took delivery of between April 1, 2012 and March 31, 2013, four were
financed through sale-and-leaseback financing and the remainder through Ex-Im Bank guaranteed-financing.

The following table sets forth the dates on which and the number of aircraft that will be delivered to the

Company pursuant to the 2013 and 2014 Boeing Contracts:

Fiscal Year End

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Mar 31, Mar 31, Mar 31, Mar 31, Mar 31, Mar 31, Mar 31, Mar 31, Mar 31, Mar 31,

Total

Opening Fleet

Deliveries under
2013 Boeing
Contract

Firm deliveries
under 2014
Boeing Contract

Option Aircraft
under 2014
Boeing Contract

Planned returns
or disposals

297

308

340

368

402

420

451

468

489

509

297

183

100

(9)

(24)

(16)

(11)

(8)

(25)

(28)

(25)

(14)

(160)

Closing Fleet

308

340

368

402

420

451

468

489

509

520

109

Capital Resources. Ryanair’s long-term debt (including current maturities) totaled €4,431.6 million at
March 31, 2015 and €3,083.6 million at March 31, 2014, with the change being primarily attributable to Ryanair’s
issuance of €850.0 million in 1.875% unsecured eurobonds with a 7 year tenor in June 2014 and issuance of €850.0
million in 1.125% unsecured eurobonds with an 8 year tenor in March 2015 under its Euro Medium Term Note
(EMTN) program. Please see the table “Obligations Due by Period” below for more information on Ryanair’s long-
term debt (including current maturities) and finance leases as of March 31, 2015. See also Note 11 to the
consolidated financial statements included in Item 18 for further information on the maturity profile of the interest
rate structure and other information on the Company’s borrowings.

At March 31, 2015, the majority of the aircraft in Ryanair’s fleet had been financed through loan facilities
with various financial institutions active in the structured export finance sector and supported by a loan guarantee
from Ex-Im Bank. Each of these facilities takes essentially the same form and is based on the documentation
developed by Ryanair and Ex-Im Bank, which follows standard market forms for this type of financing. In
November 2010, Ryanair financed seven aircraft through a U.S. dollar-denominated Ex-Im Bank Capital Markets
Product (“Eximbond”). The Eximbond has essentially the same characteristics as all previous Ex-Im Bank
guaranteed financings with no additional obligations on Ryanair. On the basis of an Ex-Im Bank guarantee with
regard to the financing of up to 85% of the eligible U.S. and foreign content represented in the net purchase price of
the relevant aircraft, the financial institution investor enters into a commitment letter with the Company to provide
financing for a specified number of aircraft benefiting from such guarantee; loans are then drawn down as the
aircraft are delivered and payments to Boeing become due. Each of the loans under the facilities are on substantially
similar terms, having a maturity of 12 years from the drawdown date and being secured by a first priority mortgage
in favor of a security trustee on behalf of Ex-Im Bank.

Through the use of interest rate swaps or cross currency interest rate swaps, Ryanair has effectively
converted a portion of its floating-rate debt under its financing facilities into fixed-rate debt. Approximately 32% of
the loans for the aircraft acquired under the above facilities are not covered by such swaps and have therefore
remained at floating rates linked to EURIBOR, with the interest rate exposure from these loans largely hedged by
placing a similar amount of cash on deposit at floating interest rates. The net result is that Ryanair has effectively
swapped or drawn down fixed-rate euro-denominated debt with maturities of between seven and twelve years in
respect of approximately 68% of its outstanding debt financing at March 31, 2015 and of this total approximately
23% of this debt has been partially swapped, with the relevant swaps covering the first seven years of the twelve-
year amortizing period.

The table below illustrates the effect of swap transactions (each of which is with an established
international financial counterparty) on the profile of Ryanair’s total outstanding debt at March 31, 2015. See “Item
11. Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Exposure and Hedging” for
additional details on the Company’s hedging transactions.

At March 31, 2015

EUR
Fixed

EUR
Floating

(in millions of euro)

Borrowing profile before swap transactions .....................................
Interest rate swaps – Debt swapped from floating to fixed ...............
Borrowing profile after swap transactions ........................................

2,552.6
1,002.9
3,555.5

1,878.9
(1,002.9)
876.0

110

The weighted-average interest rate on the cumulative borrowings under these facilities of €4,431.6 million
at March 31, 2015 was 2.01%. Ryanair’s ability to obtain additional loans pursuant to each of the facilities to
finance the price of future Boeing 737-800 and Boeing 737-MAX-200 aircraft purchases is subject to the issuance of
further bank commitments and the satisfaction of various contractual conditions. These conditions include, among
other things, the execution of satisfactory documentation, the requirement that Ryanair perform all of its obligations
under the Boeing agreements and provide satisfactory security interests in the aircraft (and related assets) in favor of
the lenders and Ex-Im Bank, and that Ryanair not suffer a material adverse change in its conditions or prospects
(financial or otherwise). In addition, as a result of the Company obtaining a BBB+ (stable) credit rating from
Standard & Poor’s and Fitch Ratings and following Ryanair’s issuance of €850.0 million in 1.875% unsecured
Eurobonds with a 7 year tenor in June 2014 and issuance of €850.0 million in 1.125% unsecured Eurobonds with an
8 year tenor in March 2015 under its EMTN program, the Company may decide in the future to issue additional debt
from capital markets to finance future aircraft deliveries. As part of its Ex-Im Bank guarantee-based financing of the
Boeing 737-800s, Ryanair has entered into certain lease agreements and related arrangements. Pursuant to these
arrangements, legal title to the 210 aircraft delivered and remaining in the fleet as of March 31, 2015 rests with a
number of United States special purpose vehicles (the “SPVs”). The SPVs are the borrowers of record under the
loans made or to be made under the facilities, with all of their obligations under the loans being guaranteed by
Ryanair Holdings.

These Aircraft are financed using a standard Ex-Im Bank “orphan” ownership structure. The shares of the
SPVs (which are owned by an unrelated charitable association and not by Ryanair) are in turn pledged to a security
trustee in favor of Ex-Im Bank and the lenders. Ryanair operates each of the aircraft pursuant to a finance lease it
has entered into with the SPVs, the terms of which mirror those of the relevant loans under the facilities. Ryanair has
the right to purchase the aircraft upon termination of the lease for a nominal amount. Pursuant to this arrangement,
Ryanair is considered to own the aircraft for accounting purposes under IFRS. Ryanair does not use special purpose
entities for off-balance sheet financing or any other purpose which results in assets or liabilities not being reflected
in Ryanair’s consolidated financial statements. In addition to its purchase option under the finance lease, Ryanair is
entitled to receive the balance of any proceeds received in respect of the aircraft that remain after Ex-Im Bank and
the lenders are paid what they are owed under the loan guarantees.

Ryanair has a track record in securing finance for similar sized aircraft purchases. The 1998, 2002, 2003
and 2005 Boeing Contracts totaling 348 aircraft were financed with approximately 66% US Ex-Im Bank loan
guarantees and capital markets (with 85% loan to value) financing, 24% through sale and operating leaseback
financing, and 10% through Japanese operating leases with call options (“JOLCOs”). See “Item 5. Operating and
Financial Review and Prospects—Liquidity and Capital Resources.”

Under the new Aviation Sector Understanding which came into effect from January 1, 2013, the fees
payable to Ex-Im Bank for the provision of loan guarantees have significantly increased, thereby making it more
expensive than more traditional forms of financing. As a result, Ryanair intends to finance the New Aircraft
obtained under the 2013 and 2014 Boeing Contracts through a combination of internally generated cash flows, debt
financing from commercial banks, debt financing through the capital markets in a secured and unsecured manner,
commercial debt through JOLCOs and sale and operating leasebacks. These forms of financing are generally
accepted in the aviation industry and are currently widely available for companies who have the credit quality of
Ryanair. Ryanair may periodically use Ex-Im Bank loan guarantees when appropriate. Ryanair intends to finance
pre-delivery payments (“Aircraft Deposits”) to Boeing in respect of the New Aircraft via internally generated cash
flows similar to all previous Aircraft Deposit payments.

111

At March 31, 2015, Ryanair had 51 operating lease aircraft in the fleet. As a result, Ryanair operates, but
does not own, these aircraft, which were leased to provide flexibility for the aircraft delivery program. Ryanair has
no right or obligation to acquire these aircraft at the end of the relevant lease terms. 18 leases are denominated in
euro and require Ryanair to make fixed rental payments over the term of the lease. The remaining 33 operating
leases are U.S. dollar-denominated and require Ryanair to make fixed rental payments. The Company has an option
to extend the initial period of seven years on 31 of the 51 remaining operating lease aircraft as at March 31, 2015 on
pre-determined terms. In addition to the above, the Company financed 30 of the Boeing 737-800 aircraft delivered
between March 2005 and March 2014 with 13-year euro-denominated JOLCOs. These structures are accounted for
as finance leases and are initially recorded at fair value on the Company’s balance sheet. Under each of these
contracts, Ryanair has a call option to purchase the aircraft at a pre-determined price after a period of 10.5 years,
which it may exercise. Ryanair exercised this option for four of these aircraft in fiscal year 2015. Six aircraft have
been financed through euro-denominated 12-year amortizing commercial debt transactions.

Since, under each of the Company’s operating leases, the Company has a commitment to maintain the
relevant aircraft, an accounting provision is made during the lease term for this obligation based on estimated future
costs of major airframe, engine maintenance checks and restitution of major life limited parts by making appropriate
charges to the income statement calculated by reference to the number of hours or cycles operated during the year.
Under IFRS, the accounting treatment for these costs with respect to leased aircraft differs from that for aircraft
owned by the Company, for which such costs are capitalized and amortized.

Ryanair currently has a corporate rating of BBB+ (stable) from both Standard & Poor’s and Fitch Ratings
and a €3 billion EMTN program. Ryanair issued €850.0 million in unsecured eurobonds with a 7 year tenor at a
coupon of 1.875% in June 2014 and €850.0 million in unsecured eurobonds an 8 year tenor at a coupon of 1.125%
in March 2015 under this program that are guaranteed by Ryanair Holdings. The Company used the proceeds from
these issuances for general corporate purposes.

Contractual Obligations. The table below sets forth the contractual obligations and commercial
commitments of the Company with definitive payment terms, which will require significant cash outlays in the
future, as of March 31, 2015. These obligations primarily relate to Ryanair’s aircraft purchase and related financing
obligations, which are described in more detail above, and do not reflect the eurobond issuances in June 2014 and
March 2015. For additional information on the Company’s contractual obligations and commercial commitments,
see Note 23 to the consolidated financial statements included in Item 18.

The amounts listed under “Finance Lease Obligations” reflect the Company’s obligations under its

JOLCOs. See “Item 5. Operating and Financial Review and Prospects Liquidity and Capital Resources.”

The amounts listed under “Purchase Obligations” in the table reflect obligations for aircraft purchases and
are calculated by multiplying the number of aircraft the Company is obligated to purchase under its current
agreements with Boeing during the relevant period by the Basic Price for each aircraft pursuant to the relevant
contract, with the dollar-denominated Basic Price being converted into euro at an exchange rate of $1.0759 = €1.00
(based on the European Central Bank Rate on March 31, 2015). The relevant amounts therefore exclude the effect of
the price concessions granted to Ryanair by Boeing and CFM, as well as any application of the Escalation Factor
described below. As a result, Ryanair’s actual expenditures for aircraft during the relevant periods will be lower than
the amounts listed under “Purchase Obligations” in the table.

With respect to purchase obligations under the terms of the 2013 Boeing Contract and 2014 Boeing
Contract, the Company was required to pay Boeing 1.0% of the Basic Price of each of the 283 firm-order Boeing
737 aircraft at the time the contracts were signed (such deposit being fully refundable if the Company had not
received the shareholder approval at the extraordinary general meetings on June 18, 2013 and November 28, 2014),
and will be required to make periodic advance payments of the purchase price for each aircraft it has agreed to
purchase during the course of the two-year period preceding the delivery of each aircraft. As a result of these
required advance payments, the Company will have paid up to 30% of the Basic Price of each aircraft prior to its
delivery (including the addition of an estimated “Escalation Factor” but before deduction of any credit memoranda
and other concessions); the balance of the net price is due at the time of delivery. Similar terms applied under the
2005 Boeing contract, with the first payment due when the contract was signed in February 2005.

112

The amounts listed under “Operating Lease Obligations” reflect the Company’s obligations under its

aircraft operating lease arrangements.

Obligations Due by Period

Contractual Obligations

Total

Less than 1
year

1-2 years

2-5 years

After 5 years

(in millions of euro)

Long-term Debt (a) ...........................
Finance Lease Obligations ...............
Purchase Obligations (b) ..................
Operating Lease Obligations ...........
Future Interest Payments (c)……….....
Total Contractual Obligations ..........

3,823.3
608.3
22,074.7
432.8
387.8
€27,326.9

349.8
49.8
2,991.1
139.9
85.0
€3,615.6

343.3
113.4
3,793.5
95.1
71.7
€4,417.0

878.0
280.9
8,716.6
177.6
147.3
€10,200.4

2,252.2
164.2
6,573.5
20.2
83.8
€9,093.9

(a) For additional information on Ryanair’s long-term debt obligations, see Note 11 and Note 23 to the consolidated financial

statements included in Item 18.

(b) These are noted at a non-discounted “list” price.
(c)

In determining an appropriate methodology to estimate future interest payments we have applied either the applicable
fixed rate or currently applicable variable rate where appropriate. These interest rates are subject to change and amounts
actually due may be higher or lower than noted in the table above.

OFF-BALANCE SHEET TRANSACTIONS

Ryanair uses certain off-balance sheet arrangements in the ordinary course of business, including financial
guarantees and operating lease commitments. Details of each of these arrangements that have or are reasonably
likely to have a current or future material effect on the Company’s financial condition, results of operations,
liquidity or capital resources are discussed below.

Operating Lease Commitments. The Company has entered into a number of sale-and-leaseback transactions
in connection with the financing of a number of aircraft in its fleet. See “—Liquidity and Capital Resources—
Capital Resources” above for additional information on these transactions.

Guarantees. Ryanair Holdings has provided an aggregate of €7,665.2 million in letters of guarantee to
secure obligations of certain of its subsidiaries in respect of loans, capital market transactions and bank advances,
including those relating to aircraft financing and related hedging transactions. This amount excludes guarantees
given in relation to the 2013 Boeing Contract which total approximately $14.4 billion at list prices and which
became effective following Ryanair Holdings shareholder approval at an extraordinary general meeting on June 18,
2013 and guarantees given in relation to the 2014 Boeing contract which total approximately $20.5 billion at list
prices and which became effective following Ryanair Holdings shareholder approval at an extraordinary general
meeting on November 28, 2014.

TREND INFORMATION

For information concerning the principal trends and uncertainties affecting the Company’s results of
operations and financial condition, see “Item 3. Key Information—Risk Factors,” “Item 5. Operating and Financial
Review and Prospects—Business Overview,” “—Results of Operations,” “—Liquidity and Capital Resources” and
“Item 4. Information on the Company—Strategy—Responding to Current Challenges” above.

Inflation did not have a significant effect on the Company’s results of operations and financial condition

during the three fiscal years ended March 31, 2015.

INFLATION

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Item 6. Directors, Senior Management and Employees

Ryanair Holdings was established in 1996 as a holding company for Ryanair. The management of Ryanair

Holdings and Ryanair are integrated, with the two companies having the same directors and executive officers.

The following table sets forth certain information concerning the directors of Ryanair Holdings and

Ryanair as of July 24, 2015:

DIRECTORS

Name
David Bonderman (a)(b) ..................................
Michael Cawley ...............................................
Michael Horgan (d) ..........................................
Charles McCreevy (c) ......................................
Declan McKeon (c) ..........................................
Kyran McLaughlin (a)(b) .................................
Dick Milliken (c)..............................................
Michael O’Leary (a)(b)(f) ................................
Julie O’Neill (e) ...............................................
James Osborne (a)(e) .......................................
Louise Phelan (e) .............................................

Age
72
61
78
65
63
71
64
54
60
66
48

Positions
Chairman and Director
Director
Director
Director
Director
Director
Director
Director and CEO
Director
Director
Director

______________
(a) Member of the Executive Committee.
(b) Member of the Nomination Committee.
(c) Member of the Audit Committee.
(d) Member of the Safety Committee.
(e) Member of the Remuneration Committee.
(f) Mr. O’Leary is the chief executive officer of both Ryanair Holdings and Ryanair. None of the other directors are

executive officers of Ryanair Holdings or Ryanair.

David Bonderman (Chairman). David Bonderman has served as a director since August 1996 and has served as
the chairman of the Board of Directors since December 1996. Mr. Bonderman also serves on the Boards of the
following public companies: Caesars Entertainment Corporation, CoStar Group, Inc., and Kite Pharma, Inc. In
addition, he serves on the Boards of The Wilderness Society, the Grand Canyon Trust, and the American Himalayan
Foundation. He is a U.S. citizen.

Michael Cawley (Director). Michael Cawley has served as a director since August 2014. Mr. Cawley previously
worked with Ryanair for 17 years and contributed enormously to Ryanair’s growth and success until he retired in
March 2014. He served as Ryanair’s Deputy CEO and Chief Operating Officer. Mr. Cawley’s other non-executive
directorships include Paddy Power plc, Kingspan Group plc and he is also Chairman of Failte Ireland, the Irish
tourism authority. He is an Irish citizen.

Michael Horgan (Director). Michael Horgan has served as a director since January 2001. A former Chief Pilot of
Aer Lingus, he has acted as a consultant to a number of international airlines, civil aviation authorities, the European
Commission and the European Bank for Reconstruction and Development. Mr. Horgan is the Chairman of the
Company’s Safety Committee. He is an Irish citizen.

Charles McCreevy (Director). Charles McCreevy has served as a director since May 2010. Mr. McCreevy has
previously served as EU Commissioner for Internal Markets and Services (2004-2010) and has held positions in
several Irish Government Ministerial Offices, including Minister for Finance (1997-2004), Minister for Tourism &
Trade (1993-1994) and Minister for Social Welfare (1992-1993). He is an Irish citizen.

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Declan McKeon (Director). Declan McKeon has served as a director since May 2010. Mr. McKeon is a former
audit partner of PricewaterhouseCoopers. He is currently a director, chairman of the audit committee, a member of
the nominations committee and senior independent director of Icon plc. He is an Irish citizen.

Kyran McLaughlin (Director). Kyran McLaughlin has served as a director since January 2001, and is also Deputy
Chairman and Head of Capital Markets at Davy Stockbrokers. Mr. McLaughlin advised Ryanair during its initial
flotation on the Dublin and NASDAQ stock markets in 1997. Mr. McLaughlin also serves as a director of a number
of other Irish private companies. He is an Irish citizen.

R.A. (Dick) Milliken (Director). Dick Milliken has served as a director since July 2013. Mr. Milliken is a former
CFO of the Almac Group and former CEO of Lamont plc. A qualified Chartered Accountant, Mr. Milliken serves as
a director of Bank of Ireland Mortgage Bank, NI Science Park Foundation and a number of private companies. Mr.
Milliken is a graduate of Queens University Belfast, a Fellow of the Institute of Chartered Accountants in Ireland
and former Council member. He is a British citizen.

Michael O’Leary (Executive Director). Michael O’Leary has served as a director of Ryanair Ltd. since 1988 and
as CEO since 1994. Mr. O’Leary is a director of Ryanair Holdings since July 1996. He is an Irish citizen.

Julie O’Neill (Director). Julie O’Neill has served as a director since December 2012. Ms. O’Neill served as
Secretary General of the Department of Transport, Ireland from 2002 to 2009 and, in a career that spanned 37 years
in the Irish public service, worked in strategic policy development and implementation in eight Government
Departments. She chairs the Sustainable Energy Authority of Ireland and the Audit Committee of Trinity College
Dublin. She is a director of Permanent TSB plc. She is a former board member of the Irish Museum of Modern Art.
She is an Irish citizen.

James Osborne (Director). James Osborne has served as a director of Ryanair Holdings since August 1996, and
has been a director of Ryanair Ltd. since April 1995. Mr. Osborne is a former managing partner of A & L Goodbody
Solicitors. He is also a former Chairman of Independent News and Media plc and a director of James Hardie
Industries plc. He also serves as a director of a number of Irish private companies. He is an Irish citizen.

Louise Phelan (Director). Louise Phelan has served as a director since December 2012. Ms. Phelan is Vice
President for PayPal Global Operations Europe Middle East and Africa (EMEA), and leads over 2,700 people in
Dublin, Dundalk and Berlin. Ms. Phelan was the 2014 President of the American Chamber of Commerce in Ireland.
She is InBusiness magazine’s Businesswoman of the Year and Great Place to Work’s ‘Most Trusted Leader’ 2014.
Ms. Phelan is a prominent member of the Dublin Chamber of Commerce Ireland, CCMA Ireland and the Women’s
Executive Network (WXN). She is an Irish citizen.

The Board of Directors has established a number of committees, including the following:

Executive Committee. The Board of Directors established the Executive Committee in August 1996. The
Executive Committee can exercise the powers exercisable by the full Board of Directors in circumstances in which
action by the Board of Directors is required but it is impracticable to convene a meeting of the full Board of
Directors. Messrs. Bonderman, McLaughlin, O’Leary and Osborne are the members of the Executive Committee.

Remuneration Committee. The Board of Directors established the Remuneration Committee in September
1996. This committee has authority to determine the remuneration of senior executives of the Company and to
administer the stock option plans described below. Senior Management remuneration is comprised of a fixed basic
pay and performance related bonuses which are awarded based on a combination of budget and non-budget
performance criteria. The Board of Directors as a whole determines the remuneration and bonuses of the chief
executive officer, who is the only executive director. Mr. Osborne, Ms. O’Neill and Ms. Phelan are the members of
the Remuneration Committee.

115

Audit Committee. The Board of Directors established the Audit Committee in September 1996 to make
recommendations concerning the engagement of independent external auditors; to review with the auditors the plans
for and scope of each annual audit, the audit procedures to be utilized and the results of the audit; to approve the
professional services provided by the auditors; to review the independence of the auditors; and to review the
adequacy and effectiveness of the Company’s internal accounting controls. Messrs. McKeon, McCreevy and
Milliken are the members of the Audit Committee. In accordance with the recommendations of the Irish Combined
Code of Corporate Governance (the “Combined Code”), a senior independent non-executive director, Mr. McKeon,
is the chairman of the Audit Committee. All members of the Audit Committee are independent for purposes of the
listing rules of the NASDAQ and the U.S. federal securities laws.

Nomination Committee. The Board of Directors established the Nomination Committee in May 1999 to
make recommendations and proposals to the full Board of Directors concerning the selection of individuals to serve
as executive and non-executive directors. The Board of Directors as a whole then makes appropriate determinations
regarding such matters after considering such recommendations and proposals. Messrs. Bonderman, McLaughlin
and O’Leary are the members of the Nomination Committee.

Safety Committee. The Board of Directors established the Safety Committee in March 1997 to review and
discuss air safety and related issues. The Safety Committee reports to the full Board of Directors each quarter. The
Safety Committee is composed of Mr. Horgan and Mr. Sorahan, Chief Financial Officer and Accountable Manager
for Safety (who both act as co-chairman), as well as the following executive officers of Ryanair: Messrs. Hickey,
Wilson, the Chief Pilot, Captain Ray Conway and the Director of Safety and Security, Ms. Carol Sharkey. A number
of other managers are invited to attend, as required, from time to time.

Powers of, and Action by, the Board of Directors

The Board of Directors is empowered by the Articles to carry on the business of Ryanair Holdings, subject
to the Articles, provisions of general law and the right of stockholders to give directions to the directors by way of
ordinary resolutions. Every director who is present at a meeting of the Board of Directors of Ryanair Holdings has
one vote. In the case of a tie on a vote, the chairman of the Board of Directors has a second or tie-breaking vote. A
director may designate an alternate director to attend any Board of Directors meeting, and such alternate director
shall have all the rights of a director at such meeting.

The quorum for a meeting of the Board of Directors, unless another number is fixed by the directors,
consists of three directors, a majority of whom must be EU nationals. The Articles require the vote of a majority of
the directors (or alternates) present at a duly convened meeting for the approval of any action by the Board of
Directors.

Composition and Term of Office

The Articles provide that the Board of Directors shall consist of no fewer than three and no more than 15
directors, unless otherwise determined by the stockholders. There is no maximum age for a director and no director
is required to own any shares of Ryanair Holdings.

Directors are elected (or have their appointments confirmed) at the annual general meetings of
stockholders. In addition, Howard Millar, who was Ryanair’s Deputy Chief Executive up to December 31, 2014, and
Chief Financial Officer up to September 30, 2014, will also offer himself for appointment to the Board of Directors
at the next Annual General Meeting, which is scheduled to be held on September 24, 2015.

116

Exemptions from NASDAQ Corporate Governance Rules

The Company relies on certain exemptions from the NASDAQ corporate governance rules. These

exemptions, and the practices the Company adheres to, are as follows:

 The Company is exempt from NASDAQ’s quorum requirements applicable to meetings of
shareholders, which require a minimum quorum of 33% for any meeting of the holders of common
stock, which in the Company’s case are its Ordinary Shares. In keeping with Irish generally accepted
business practice, the Articles provide for a quorum for general meetings of shareholders of three
shareholders, regardless of the level of their aggregate share ownership.

 The Company is exempt from NASDAQ’s requirement with respect to audit committee approval of
related-party transactions, as well as its requirement that shareholders approve certain stock or asset
purchases when a director, officer or substantial shareholder has an interest. The Company is subject to
extensive provisions under the Listing Rules of the Irish Stock Exchange (the “Irish Listing Rules”)
governing transactions with related parties, as defined therein, and the Irish Companies Act also
restricts the extent to which Irish companies may enter into related-party transactions. In addition, the
Articles contain provisions regarding disclosure of interests by the directors and restrictions on their
votes in circumstances involving conflicts of interest. The concept of a related party for purposes of
NASDAQ’s audit committee and shareholder approval rules differs in certain respects from the
definition of a transaction with a related party under the Irish Listing Rules.

 NASDAQ requires shareholder approval for certain transactions involving the sale or issuance by a
listed company of common stock other than in a public offering. Under the NASDAQ rules, whether
shareholder approval is required for such transactions depends, among other things, on the number of
shares to be issued or sold in connection with a transaction, while the Irish Listing Rules require
shareholder approval when the size of a transaction exceeds a certain percentage of the size of the
listed company undertaking the transaction.

 NASDAQ requires that each issuer solicit proxies and provide proxy statements for all meetings of
shareholders and provide copies of such proxy solicitation to NASDAQ. The Company is exempt from
this requirement as the solicitation of holders of ADSs is not required under the Irish Listing Rules or
the Irish Companies Acts. Details of our annual general meetings and other shareholder meetings,
together with the requirements for admission, voting or the appointment of a proxy are available on the
website of the Company in accordance with the Irish Companies Acts and the Company’s Articles of
Association. ADS holders may provide instructions to The Bank of New York, as depositary, as to the
voting of the underlying Ordinary Shares represented by such ADSs. Alternatively, ADS holders may
convert their holding to Ordinary Shares, subject to compliance with the nationality ownership rules, in
order to be eligible to attend our annual general meetings or other shareholder meetings.

 NASDAQ requires that all members of a listed company’s Nominating Committee be independent
directors, unless the Company, as a foreign private issuer, provides an attestation of non-conforming
practice based upon home country practice and then discloses such non-conforming practice annually
in its Form 20-F. As permitted by the UK Corporate Governance Code, Michael O’Leary, the
Company’s Chief Executive Officer, serves as a member of the Company’s Nominating Committee.

117

The Company also follows certain other practices under the UK Corporate Governance Code in lieu of

those set forth in the NASDAQ corporate governance rules, as expressly permitted thereby. Most significantly:

Independence. NASDAQ requires that a majority of an issuer’s Board of Directors be “independent” under the
standards set forth in the NASDAQ rules and that directors deemed independent be identified in the Company’s
annual report on Form 20-F. The Board of Directors has determined that each of the Company’s ten non-executive
directors is “independent” under the standards set forth in the UK Corporate Governance Code (the “Code”). Under
the Code, there is no bright-line test establishing set criteria for independence, as there is under NASDAQ Rule
5605(a)(12). Instead, the Board of Directors determines whether the director is “independent in character and
judgment,” and whether there are relationships or circumstances which are likely to affect, or could appear to affect,
the director’s judgment. Under the Code, the Board of Directors may determine that a director is independent
notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, but
it should state its reasons if it makes such a determination. The Code specifies that relationships or circumstances
that may be relevant include whether the director: (i) has been an employee of the relevant company or group within
the last five years; (ii) has had within the last three years a direct or indirect material business relationship with such
company; (iii) has received payments from such company, subject to certain exceptions; (iv) has close family ties
with any of the company’s advisers, directors or senior employees; (v) holds cross-directorships or other significant
links with other directors; (vi) represents a significant shareholder; or (vii) has served on the Board of Directors for
more than nine years. In determining that each of the ten non-executive directors is independent under the Code
standard, the Ryanair Holdings Board of Directors identified such relevant factors with respect to non-executive
directors Messrs. Bonderman, McLaughlin, Osborne, Horgan, Cawley and Ms. Phelan. The Board has considered
Kyran McLaughlin's independence given his role as Deputy Chairman and Head of Capital Markets at Davy
Stockbrokers. Davy Stockbrokers are one of Ryanair's corporate brokers and provide corporate advisory services to
Ryanair from time to time. The Board has considered the fees paid to Davy Stockbrokers for these services and
believe that they are immaterial to both Ryanair and Davy Stockbrokers given the size of each organization's
business operations and financial results. Having considered this relationship, the Board has concluded that Kyran
McLaughlin continues to be an independent non-executive director within the spirit and meaning of the Code Rules.
The Board has also considered the independence of David Bonderman given his shareholding in Ryanair Holdings
plc. As at March 31, 2015, David Bonderman had a beneficial shareholding in the Company of 7,680,671 ordinary
shares, equivalent to 0.56% of the issued share capital. Having considered this shareholding in light of the number of
issued shares in Ryanair Holdings plc and the financial interest of the director, the Board has concluded that the
interest is not so material as to breach the spirit of the independence rule contained in the Code. The Board has also
considered the independence of Louise Phelan given her role as Vice President Global Operations at Paypal. Paypal
is one of Ryanair’s payment service providers. The Board has considered the services provided by Paypal and have
concluded that Louise Phelan is an independent non-executive director within the spirit and meaning of the Code
Rules. The Board has considered Michael Cawley’s independence given that he served as Deputy Chief Executive
Officer and Chief Operating Officer of Ryanair from 2003 to March 2014 and before that as Ryanair’s Chief
Financial Officer and Commercial Director from 1997. The Board has considered Michael’s employment and has
concluded that Michael Cawley is an independent non-executive director within the spirit and meaning of the Code
Rules. The Board has further considered the independence of Messrs. David Bonderman, James Osborne, Kyran
McLaughlin and Michael Horgan as they have each served more than nine years on the Board. The Board considers
that each of these directors is independent in character and judgment as they either have other significant
commercial and professional commitments and/or brings his own level of senior experience gained in their fields of
international business and professional practice. When arriving at this decision, the Board has taken into account the
comments made by the Financial Reporting Council in their report dated December 2009 on their review of the
impact and effectiveness of the Code, in particular their comment that independence is not the primary consideration
when assessing the composition of the Board, and that the over-riding consideration should be that the Board is fit
for purpose. For these reasons, and also because each director’s independence is considered annually by the Board,
the Board considers it appropriate that these directors have not been offered for annual re-election as is
recommended by the Code. The NASDAQ independence criteria specifically state that an individual may not be
considered independent if, within the last three years, such individual or a member of his or her immediate family
has had certain specified relationships with the company, its parent, any consolidated subsidiary, its internal or
external auditors, or any company that has significant business relationships with the company, its parent or any
consolidated subsidiary. Neither ownership of a significant amount of stock nor length of service on the board is a
per se bar to independence under the NASDAQ rules.

118

The following table sets forth certain information concerning the executive officers of Ryanair Holdings

and Ryanair at July 24, 2015:

EXECUTIVE OFFICERS

Name

Age Position

Michael Hickey .........................................
John Hurley ...............................................
Kenny Jacobs ............................................
Juliusz Komorek .......................................
David O’Brien ...........................................
Michael O’Leary .......................................
Neil Sorahan..............................................
Edward Wilson..........................................

52 Chief Operations Officer
40 Chief Technology Officer
41 Chief Marketing Officer
37 Chief Legal & Regulatory Officer; Company Secretary
51 Chief Commercial Officer
54 Chief Executive Officer
43 Chief Financial Officer
51 Chief People Officer

Michael Hickey (Chief Operations Officer). Michael was appointed as Chief Operations Officer in January 2014
having held the position of Director of Engineering since January 2000. Michael who has an MSC in Air Safety
Management from City University in London is a licensed aircraft engineer and holds an EASA private pilot’s
license. He has held a wide range of senior positions within the Engineering Department since he joined Ryanair in
1988 and was Deputy Director of Engineering between 1992 and January 2000. Prior to joining Ryanair, Michael
worked as an aircraft engineer with Fields Aircraft Services and McAlpine Aviation, working primarily on executive
aircraft.

John Hurley (Chief Technology Officer). John Hurley was appointed Chief Technology Officer in September
2014. He joined Ryanair from Houghton Mifflin Harcourt, where he was Vice-President of Engineering and Product
Operations, Director of Platform Development and Software Development Program Manager. He was previously
Production Manager at both Intuition Publishing Ltd and Education Multimedia Group and has 16 years of
experience in the IT industry.

Kenny Jacobs (Chief Marketing Officer). Kenny Jacobs was appointed Chief Marketing Officer in January 2014.
He is responsible for sales, marketing and customer service at Ryanair. Previously Kenny was CMO for
Moneysupermarket plc. which has a set of digital brands saving consumers money on insurance, finance, energy and
travel. Kenny has spent most of his career in retail with Tesco PLC as marketing director in Tesco Ireland and brand
director for Tesco UK. Prior to that he worked for German retailer Metro Group GmbH in various roles in marketing
and IT in Europe and Asia.

Juliusz Komorek (Chief Legal and Regulatory Officer; Company Secretary). Juliusz Komorek was appointed
Chief Legal and Regulatory Officer; Company Secretary in June 2015, having served as Company Secretary and
Director of Legal and Regulatory Affairs since May 2009, and Deputy Director of Legal and Regulatory Affairs
since 2007. Prior to joining the Company in 2004, Juliusz had gained relevant experience in the European
Commission’s Directorate General for Competition and in the Polish Embassy to the EU in Brussels, as well as in
the private sector in Poland and the Netherlands. Juliusz is a lawyer, holding degrees from the universities of
Warsaw and Amsterdam.

David O’Brien (Chief Commercial Officer). David O’Brien was appointed Chief Commercial Officer in January
2014 having previously served as Ryanair’s Director of Flight and Ground Operations from December 2002. A
graduate of the Irish Military College, David followed a military career with positions in the airport sector and
agribusiness in the Middle East, Russia and Asia.

Michael O’Leary (Chief Executive Officer). Michael O’Leary has served as a director of Ryanair since 1988 and a
director of Ryanair Holdings since July 1996. Mr. O’Leary was appointed chief executive officer of Ryanair in
1994.

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Neil Sorahan (Chief Financial Officer). Neil Sorahan was appointed Chief Financial Officer in October 2014,
having previously served as Ryanair’s Finance Director since June 2006. Prior to that he was Group Treasurer since
January 2003. Before joining Ryanair, Mr. Sorahan held various finance and treasury roles at CRH plc. the
international building materials group.

Edward Wilson (Chief People Officer). Edward Wilson was appointed Chief People Officer in December 2002,
prior to which he served as Head of Personnel since joining Ryanair in December 1997. Prior to joining Ryanair he
served as Human Resources Manager for Gateway 2000 and held a number of other human resources-related
positions in the Irish financial services sector.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation

The aggregate amount of compensation paid by Ryanair Holdings and its subsidiaries to the ten sitting non-
executive directors and eight executive officers named above in the 2015 fiscal year was €7.4 million. For details of
Mr. O’Leary’s compensation in such fiscal year, see “—Employment and Bonus Agreement with Mr. O’Leary”
below

Each of Ryanair Holdings’ ten non-executive directors is entitled to receive €35,000 plus expenses per
annum, as remuneration for their services to Ryanair Holdings. The Chairman of the Board receives a fee of
€100,000 per annum. Prior to the 2014 fiscal year, Mr. Bonderman had waived his entitlement to receive
remuneration. The additional remuneration paid to Committee members for service on that committee is €15,000 per
annum. Mr. Horgan receives €40,000 per annum in connection with his additional duties in relation to the Safety
Committee.

For further details of stock options that have been granted to the Company’s employees, including the
executive officers, see “Item 10. Additional Information—Options to Purchase Securities from Registrant or
Subsidiaries,” as well as Note 15 to the consolidated financial statements included herein.

Employment and Bonus Agreement with Mr. O’Leary

In October 2014, Michael O’Leary (Chief Executive Officer) signed a new five year contract which
commits him to the Company until September 2019. This new contract replaces a rolling 12 month arrangement
under which Mr. O’Leary has worked as Chief Executive of the airline since Ryanair Holdings Plc first floated in
1997. Pursuant to the agreement, Mr. O’Leary serves as Chief Executive Officer at a current annual gross salary of
€985,091, subject to any increases that may be agreed between the Company and Mr. O’Leary. Mr. O’Leary is also
eligible for annual bonuses as determined by the Board of Directors of the Company, which are subject to the
achievement of both budget and personal performance criteria; the amount of such bonuses paid to Mr. O’Leary in
the 2015 fiscal year totaled €855,000. Mr. O’Leary is subject to a covenant not to compete with the Company within
the EU for a period of two years after the termination of his employment with the Company. Mr. O’Leary’s
employment agreement does not contain provisions providing for compensation on its termination.

120

STAFF AND LABOR RELATIONS

The following table sets forth the details of Ryanair’s team at each of March 31, 2015, 2014 and 2013:

Classification

2015

Management ..............................................
Administrative ...........................................
Maintenance ..............................................
Ground Operations ....................................
Pilots ..........................................................
Flight Attendants .......................................

Total ..........................................................

Number of Staff at March 31,
2014

2013

110
334
143
286
2,804
5,716

9,393

105
290
139
220
2,665
5,573*

8,992

99
282
139
229
2,625
5,763

9,137

* Decrease on prior year due to lower aircraft in operation in March 2014 and cabin crew staff being furloughed.

Ryanair’s pilots, flight attendants and maintenance and ground operations personnel undergo training, both
initial and recurrent. A substantial portion of the initial training for Ryanair’s flight attendants is devoted to safety
procedures, and cabin crew are required to undergo annual evacuation and fire drill training during their tenure with
the airline. Ryanair also provides salary increases to its engineers who complete advanced training in certain fields
of aircraft maintenance. Ryanair utilizes its own Boeing 737-800 aircraft simulators for pilot training.

IAA regulations require pilots to be licensed as commercial pilots with specific ratings for each aircraft to
be flown. In addition, IAA regulations require all commercial pilots to be medically certified as physically fit. At
March 31, 2015, the average age of Ryanair’s pilots was 35 years and their average period of employment with
Ryanair was over 5 years. Licenses and medical certification are subject to periodic re-evaluation and require
recurrent training and recent flying experience in order to be maintained. Maintenance engineers must be licensed
and qualified for specific aircraft types. Flight attendants must undergo initial and periodic competency training.
Training programs are subject to approval and monitoring by the IAA. In addition, the appointment of senior
management personnel directly involved in the supervision of flight operations, training, maintenance and aircraft
inspection must be satisfactory to the IAA. Based on its experience in managing the airline’s growth to date,
management believes that there is a sufficient pool of qualified and licensed pilots, engineers and mechanics within
the EU to satisfy Ryanair’s anticipated future needs in the areas of flight operations, maintenance and quality control
and that Ryanair will not face significant difficulty in hiring and continuing to employ the required personnel.
Ryanair has also been able to satisfy its needs for additional pilots through the use of contract agencies. These
contract pilots are included in the table above. In addition, Ryanair has also been able to satisfy its needs for
additional flight attendants through the use of contract agencies. These contract flight attendants are included in the
table above.

Ryanair has a licensed approved organization in The Netherlands to operate pilot training courses using
Ryanair’s syllabus, in order to grant Boeing 737 type-ratings. Each trainee pilot must pay for his or her own training
and, based on his or her performance, he or she may be offered a position operating on Ryanair aircraft. This
program enables Ryanair to secure a continuous stream of type-rated co-pilots.

Ryanair’s crews earn productivity-based incentive payments, including a sales bonus for onboard sales for
flight attendants and payments based on the number of hours or sectors flown by pilots and flight attendants (within
limits set by industry standards or regulations fixing maximum working hours). During the 2015 fiscal year, such
productivity-based incentive payments accounted for approximately 38% of an average flight attendant’s total
earnings and approximately 32% of the typical pilot’s compensation. Pilots at all of Ryanair’s 72 bases are covered
by four, five or six year collective agreements on pay, allowances and rosters which fall due for negotiation at
various dates between 2016 and 2021. Cabin crew at all Ryanair bases are also party to long term collective
agreements on pay, allowances and rosters which expire in March 2017. In March 2014, Ryanair agreed to increase
the pay of pilots and cabin crew in accordance with the terms of individual base collective agreements. Ryanair’s
pilots are currently subject to IAA-approved limits of 100 flight-hours per 28-day cycle and 900 flight-hours per
fiscal year. For the 2015 fiscal year, the average flight-hours for Ryanair’s pilots amounted to approximately 72
hours per month and approximately 863 hours for the complete year, an approximately 6% increase on the previous

121

fiscal year. If more stringent regulations on flight hours were to be adopted, Ryanair’s flight personnel could
experience a reduction in their total pay due to lower compensation for the number of hours or sectors flown and
Ryanair could be required to hire additional flight personnel.

Ryanair considers its relations with its employees to be good. Ryanair currently negotiates with groups of
employees, including its pilots, through “Employee Representation Committees” (“ERCs”) regarding pay, work
practices and conditions of employment, including conducting formal negotiations with these internal collective
bargaining units. Ryanair’s senior management meets regularly with the different ERCs to consult and discuss all
aspects of the business and those issues that specifically relate to each relevant employee group and where necessary
to negotiate with these collective bargaining units. Following negotiations through this ERC system, pilots and cabin
crew at all Ryanair bases are covered by long term collective agreements which provide certainty on cost, pay and
conditions.

Ryanair Holdings’ shareholders have approved a number of share option plans for employees and directors.
Ryanair Holdings has also issued share options to certain of its senior managers. For details of all outstanding share
options, see “Item 10. Additional Information––Options to Purchase Securities from Registrant or Subsidiaries.”

Item 7. Major Shareholders and Related Party Transactions

As of June 30, 2015, there were 1,360,556,815 Ordinary Shares outstanding. As of that date, 112,316,349
ADRs, representing 561,581,745 Ordinary Shares, were held of record in the United States by 58 holders, and
represented in the aggregate 41.3% of the number of Ordinary Shares then outstanding. See “Item 10. Additional
InformationArticles of Association” and “Limitations on Share Ownership by Non-EU Nationals.”

MAJOR SHAREHOLDERS

Based on information available to Ryanair Holdings, the following table summarizes the holdings of those
shareholders holding 3% or more of the Ordinary Shares as of June 30, 2015, June 30, 2014 and June 30, 2013, the
latest practicable date prior to the Company’s publication of its statutory annual report in each of the relevant years.

As of June 30, 2015

No. of Shares % of Class No. of Shares

As of June 30, 2014
% of
Class

As of June 30, 2013
% of
Class

No. of Shares

Capital Research and Management

Company. ..................................................

189,452,050

13.9%

230,832,565

16.7%

190,022,595

13.4%

HSBC Holdings PLC .................................... 79,131,376

Baillie Gifford .............................................. 84,944,353

BlackRock Inc ..............................................

––

Fidelity Management and Research .............. 68,232,108

Michael O’Leary .......................................... 51,381,256

Manning and Napier .....................................

––

5.8%

6.2%

5.0%

3.8%

85,009,314

79,001,583

70,993,234
––
51,381,256
––

6.1%

5.7%

5.1%

3.7%

90,645,967

71,863,457

68,532,811
––
51,081,256

48,194,525

6.4%

5.0%

4.8%

3.6%

3.4%

As of June 30, 2015, the directors and executive officers of Ryanair Holdings as a group owned 60,279,771
Ordinary Shares, representing 4.4% of Ryanair Holdings’ outstanding Ordinary Shares as of such date. See also
Note 19(d) to the consolidated financial statements included herein. Each of our shareholders has identical voting
rights with respect to its Ordinary Shares.

As of March 31, 2015, there were 1,377,661,859 Ordinary Shares outstanding.

122

Based on information available to Ryanair Holdings plc, the following table summarizes shareholdings in

excess of 3% or more of the Ordinary Shares as of March 31, 2015, March 31 2014 and March 31, 2013.

Capital Research and Management

No. of Shares

As of March 31, 2015

% of
Class No. of Shares

As of March 31, 2014
% of
Class

As of March 31, 2013
% of
Class

No. of Shares

Company. ..................................................

212,605,935

15.4%

230,917,315

16.7%

191,997,595

13.3%

HSBC Holdings PLC ....................................

85,975,817

Baillie Gifford ..............................................
BlackRock Inc ..............................................

Manning and Napier .....................................

Fidelity Management and Research ..............

83,045,080
––
––
57,401,554

Michael O’Leary ..........................................

51,381,256

Standard Life ...............................................

43,215,170

6.2%

6.0%
-

4.2%

3.7%

3.1%

81,509,308

77,578,902
75,178,344
––
––
51,081,256

44,213,767

5.9%

5.6%
5.4%

3.7%

3.2%

92,980,598

70,323,718
66,399,232

59,095,500
––
51,081,256
––

6.4%

4.9%
4.6%

4.1%

3.5%

RELATED PARTY TRANSACTIONS

The Company has not entered into any “related party transactions” (except for remuneration paid by
Ryanair to members of senior management and the board of directors as disclosed in Note 27 to the consolidated
financial statements) as defined in Item 7.B. of Form 20-F in the three fiscal years ending March 31, 2015 or in the
period from March 31, 2015 to the date hereof.

Item 8. Financial Information

CONSOLIDATED FINANCIAL STATEMENTS

Please refer to “Item 18. Financial Statements.”

OTHER FINANCIAL INFORMATION

Legal Proceedings

The Company is engaged in litigation arising in the ordinary course of its business. Although no assurance
can be given as to the outcome of any current or pending litigation, management does not believe that any such
litigation will, individually or in the aggregate, have a material adverse effect on the results of operations or
financial condition of the Company, except as described below.

EU State Aid-Related Proceedings. On December 11, 2002, the European Commission announced the
launch of an investigation into the 2001 agreement among Ryanair, the Brussels (Charleroi) airport and the
government of the Walloon Region of Belgium, the owner of the airport, which enabled the Company to launch new
routes and base up to four aircraft at Brussels (Charleroi). The European Commission’s investigation was based on
an anonymous complaint alleging that Ryanair’s arrangements with Brussels (Charleroi) constituted illegal state aid.

The European Commission issued its decision on February 12, 2004. As regards to the majority of the
arrangements between Ryanair, the airport and the region, the European Commission found that although they
constituted state aid, they were nevertheless compatible with the EC Treaty provisions and therefore did not require
repayment. However, the European Commission also found that certain other arrangements did constitute illegal
state aid and therefore ordered Ryanair to repay the amount of the benefit received in connection with those
arrangements. On April 20, 2004, the Walloon Region wrote to Ryanair requesting repayment of such state aid,
although it acknowledged that Ryanair could offset against the amount of such state aid certain costs incurred in
relation to the establishment of the base, in accordance with the European Commission’s decision. Ryanair made the
requested repayment.

123

On May 25, 2004, Ryanair appealed the decision of the European Commission to the Court of First

Instance (“CFI”), requesting the court to annul the decision because:



the European Commission infringed Article 253 of the EC Treaty by failing to provide adequate
reasons for its decision; and

the European Commission misapplied Article 87 of the EC Treaty by failing to properly apply the
Market Economy Investor Principle (MEIP), which generally holds that an investment made by a
public entity that would have been made on the same basis by a private entity does not constitute state
aid.

In March 2008, Ryanair had its hearing before the CFI, and in December 2008, the CFI annulled the
European Commission’s decision. Ryanair was repaid the €4.0 million that the Commission had claimed was illegal
state aid. The Belgian government has also withdrawn a separate €2.3 million action against Ryanair arising from
the European Commission’s decision.

In January 2010, the European Commission concluded that the financial arrangements between Bratislava
airport in Slovakia and Ryanair do not constitute state aid within the meaning of EU rules, because these
arrangements were in line with market terms. In July 2012, the European Commission similarly concluded that the
financial arrangements between Tampere airport in Finland and Ryanair do not constitute state aid. In February
2014, the European Commission found that the financial arrangements between Aarhus, Berlin (Schönefeld) and
Marseille airports, and Ryanair, do not constitute state aid. In July 2014, the European Commission announced a ‘no
state aid’ decision in respect of Dusseldorf (Weeze) airport. In October 2014, the European Commission concluded
that Ryanair’s agreements with the Brussels (Charleroi), Frankfurt (Hahn), Alghero and Stockholm (Västerås)
airports did not constitute State aid. In July and October 2014, the European Commission announced findings of
state aid to Ryanair in its arrangements with Pau, Nimes, Angouleme, Altenburg and Zweibrücken airports, ordering
Ryanair to repay a total of approximately €10.4 million of alleged aid. Ryanair has appealed the Angouleme and
Pau decisions to the EU General court, and is currently preparing appeals against the remaining ‘aid’ decisions.
These appeal proceedings are expected to take between two and four years.

Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably
Lübeck, Klagenfurt, Paris (Beauvais), La Rochelle, Carcassonne, Cagliari, Girona and Reus. These investigations
are ongoing and Ryanair currently expects that they will conclude in mid to late 2015, with any European
Commission decisions appealable to the EU General Court.

State aid complaints by Lufthansa about Ryanair’s cost base at Frankfurt (Hahn) have been rejected by
German courts, as have similar complaints by Air Berlin in relation to Ryanair’s arrangement with Lübeck airport,
but following a German Supreme Court ruling on a procedural issue in early 2011, these cases will be re-heard by
lower courts. In addition, Ryanair has been involved in legal challenges including allegations of state aid at Alghero,
Marseille and Berlin Schönefeld airports. The Alghero case (initiated by Air One) was dismissed in its entirety in
April 2011. The Marseille case was withdrawn by the plaintiffs (subsidiaries of Air France) in May 2011. The Berlin
Schönefeld, initiated by Germania, case was discontinued following the European Commission’s finding in
February 2014 that Ryanair’s arrangement with the airport contained no state aid.

In September 2005, the European Commission announced new guidelines on the financing of airports and
the provision of start-up aid to airlines departing from regional airports, based on the European Commission’s
finding in the Brussels (Charleroi) case, which Ryanair successfully appealed. The guidelines applied only to
publicly owned regional airports, and placed restrictions on the incentives these airports could offer airlines to
deliver traffic. Ryanair deals with airports, both public and private, on an equal basis and receives the same cost
agreements from both. The guidelines have therefore had no impact on Ryanair’s business, although they have
caused significant uncertainty in the industry in relation to what public airports may or may not do in order to attract
traffic.

124

Ryanair argued that the positive decision by the CFI in the Brussels (Charleroi) case in December 2008
required the European Commission to rethink its policy in this area. The revised guidelines, published by the
European Commission in April 2014, provide more certainty in the industry as to how public airports may deal with
airlines in offering incentives for traffic growth. However, adverse rulings in the above or similar cases could be
used as precedents by competitors to challenge Ryanair’s agreements with other publicly-owned airports and could
cause Ryanair to strongly reconsider its growth strategy in relation to public or state-owned airports across Europe.
This could in turn lead to a scaling back of Ryanair’s growth strategy due to the smaller number of privately owned
airports available for development. No assurance can be given as to the outcome of these proceedings, nor as to
whether any unfavorable outcomes may, individually or in the aggregate, have a material adverse effect on the
results of operations or financial condition of the Company.

In November 2007, Ryanair initiated proceedings in the CFI against the European Commission for its
failure to take action on a number of state aid complaints Ryanair had submitted against Air France, Lufthansa,
Alitalia, Volare and Olympic Airways. Following the European Commission’s subsequent findings that illegal state
aid had been provided to Air France and Olympic Airways, Ryanair withdrew the two relevant proceedings. The
case related to Lufthansa concluded with the EU General Court’s ruling in May 2011, in which the Court found that
while the European Commission has not failed to act, it has unreasonably delayed the launch of the investigation,
which justified Ryanair’s action for failure to act. Consequently, the Court ordered the European Commission to pay
50% of Ryanair’s costs in the proceedings. Similarly, in October 2011, the General Court found that the European
Commission has failed to act on Ryanair’s 2005-2006 complaints against state aid to Alitalia. The European
Commission appealed the ruling to the Court of Justice of the European Union, and on May 16, 2013, the European
Commission’s appeal was rejected.

In November 2008, Ryanair initiated proceedings in the CFI contesting the European Commission’s refusal
to grant Ryanair access to documents relating to the European Commission’s state aid investigations at Hamburg
(Lübeck), Tampere, Berlin (Schönefeld), Alghero, Pau, Aarhus, Bratislava and Frankfurt (Hahn) airports. These
cases were heard on July 7, 2010 and a judgment was issued in December 2010. The CFI found that the European
Commission had acted in line with applicable legislation, which highlighted the unfairness inherent in state aid
procedures in the EU, whereby alleged beneficiaries of aid have no right of access to the European Commission’s
files and therefore cannot properly exercise their rights to defense and good administration. The CFI ordered the
European Commission to pay Ryanair’s costs in three of the eight access to documents cases.

As a result of rising airport charges and the introduction of an Air Travel Tax, in March 2009, of €10 on
passengers departing from Irish airports on routes longer than 300 kilometers from Dublin Airport (€2 on shorter
routes), Ryanair reduced its fleet at Dublin airport to 13 during winter 2010 (down from 22 in summer 2008 and 20
in winter 2008). Ryanair also complained to the European Commission about the unlawful differentiation in the
level of the Irish Air Travel tax between routes within the EU. From April 2011, a single rate (€3) of the Air Travel
Tax was introduced on all routes (and subsequently eliminated entirely in April 2014). In July 2012 the European
Commission found that Ryanair, Aer Lingus and Aer Arann had received state aid from the Irish government by
way of a two-tier air travel tax levied on passengers departing from Irish airports. Ryanair appealed this decision and
on February 5, 2015 the EU General Court partially annulled the EU Commission’s 2012 decision and held that the
actual quantum of aid depended on the extent of pass-through of the “tax reduction” to passengers. In April 2015 the
European Commission has appealed the EU General Court’s decision to the Court of Justice of the EU. Also in July
2012, Ryanair issued proceedings before the Irish courts seeking repayment of the entire amount of the air travel tax
paid by Ryanair during the period (€87.8 million) where it was two-tier on the basis of its illegality. In April 2013
the Irish government issued proceedings against Ryanair seeking recovery of €12 million of alleged state aid
attributable to Ryanair, arising from the 2012 European Commission decision. Following the General Court’s partial
annulment of that decision, Ryanair applied to have the Government’s claim struck out. In light of the European
Commission’s appeal of the General Court’s judgment, the risk remains that Ryanair will, at some point, be ordered
by the Irish courts to pay the €12 million amount to the Irish government.

125

Matters Related to Investment in Aer Lingus. During the 2007 fiscal year, the Company acquired 25.2% of
Aer Lingus. The Company increased its interest to 29.3% during the 2008 fiscal year, and to 29.8% during the 2009
fiscal year at a total aggregate cost of €407.2 million. Following the acquisition of its initial stake and upon the
approval of the Company’s shareholders, management proposed to effect a tender offer to acquire the entire share
capital of Aer Lingus. This 2006 offer was, however, prohibited by the European Commission on competition
grounds. Ryanair filed an appeal with the CFI, which was heard in July 2009. On July 6, 2010 the Court upheld the
European Commission’s decision. (see also: “Item 5. Operating and Financial Review and Prospects—Business
Overview”).

The then EU Commissioner for Competition, Neelie Kroes, said on June 27, 2007 that, “Since Ryanair is
not in a position to exert de jure or de facto control over Aer Lingus, the European Commission is not in a position
to require Ryanair to divest its minority shareholding, which is, by the way, not a controlling stake.” In October
2007, the European Commission also reached a formal decision that it would not force Ryanair to sell its shares in
Aer Lingus. However, Aer Lingus appealed this decision before the CFI. In January 2008, the CFI heard an
application by Aer Lingus for interim measures limiting Ryanair’s voting rights, pending a decision of the CFI on
Aer Lingus’ appeal of the European Commission’s decision not to force Ryanair to sell the Aer Lingus shares. In
March 2008, the court dismissed Aer Lingus’ application for interim measures. Aer Lingus’ main appeal was heard
in July 2009. On July 6, 2010, the court rejected Aer Lingus’ appeal and confirmed that Ryanair cannot be forced to
dispose of its 29.8% stake in Aer Lingus. Aer Lingus chose not to appeal this judgment to the Court of Justice of the
EU. EU legislation may change in the future to require such a forced disposal. If eventually forced to dispose of its
stake in Aer Lingus, Ryanair could suffer significant losses due to the negative impact on market prices of the forced
sale of such a significant portion of Aer Lingus’ shares.

On December 1, 2008, Ryanair made a second offer to acquire all of the ordinary shares of Aer Lingus it
did not own at a price of €1.40 per ordinary share. Ryanair offered to keep Aer Lingus as a separate company,
maintain the Aer Lingus brand, and retain its Heathrow slots and connectivity. Ryanair also proposed to double Aer
Lingus’ short-haul fleet from 33 to 66 aircraft and to create 1,000 associated new jobs over a five-year period. If the
offer had been accepted, the Irish government would have received over €180 million in cash. The employee share
ownership trust and employees who owned 18% of Aer Lingus would have received over €137 million in cash. The
Company met Aer Lingus management, representatives of the employee share ownership trust and other parties. The
offer of €1.40 per Aer Lingus share represented a premium of approximately 25% over the closing price of €1.12 on
November 28, 2008. Ryanair also advised the market that it would not proceed to seek EU approval for the new bid
unless the shareholders agreed to sell their stakes in Aer Lingus to Ryanair. However, as the Company was unable to
secure the shareholders’ support it decided, on January 28, 2009, to withdraw its second offer for Aer Lingus.

126

On June 19, 2012, Ryanair announced its third all cash offer to acquire all of the ordinary shares of Aer
Lingus it did not own at a price of €1.30 per ordinary share and immediately commenced pre-notification
discussions with the European Commission for the purpose of preparing a merger filing. Pending the outcome of
the European Commission’s review of Ryanair’s bid, on the basis of the duty of “sincere cooperation” between the
EU and the Member States, and under the EU Merger Regulation, the Competition Commission’s investigation of
Ryanair’s minority stake in Aer Lingus should not proceed. Nevertheless, Aer Lingus argued that the investigation
should proceed and that Ryanair’s offer was in breach of certain provisions of the UK Enterprise Act 2002.

On July 10, 2012, the Competition Commission ruled that Ryanair’s bid was not in breach of the UK
Enterprise Act, but nevertheless decided that its investigation of the minority stake could proceed in parallel with the
European Commission’s investigation of Ryanair’s offer for Aer Lingus. In July 2012, Ryanair appealed the latter
part of the Competition Commission’s ruling to the UK Competition Appeal Tribunal (“CAT”), and the Competition
Commission’s investigation was suspended pending the appeal process. On August 8, 2012, the CAT rejected
Ryanair’s appeal and found that the Competition Commission’s investigation could proceed in parallel with the
European Commission’s investigation, but that the Competition Commission must avoid taking any final decision
which could conflict with the European Commission’s ultimate conclusion on Ryanair’s bid. In August 2012,
Ryanair appealed the CAT judgment to the UK Court of Appeal. In December 2012, the Court of Appeal rejected
Ryanair’s appeal and subsequently the Competition Commission’s investigation has restarted. On December 13,
2012, Ryanair applied to the UK Supreme Court for permission to appeal the judgment of the Court of Appeal. The
Supreme Court refused permission to appeal on April 25, 2013.

On February 27, 2013 the European Commission prohibited Ryanair’s bid to acquire the entire share
capital of Aer Lingus on the claimed basis that it would be incompatible with the EU internal market. Ryanair
appealed this decision to the EU General Court on May 8, 2013. The judgment of the EU General Court is expected
in 2016 and may affirm or annul the decision of the European Commission.

The timing of Ryanair’s 2012 offer for Aer Lingus was influenced by; (i) the continued consolidation of
European airlines, and more recently the International Airlines Group (the parent company of British Airways)
takeover of British Midland International, where the No.1 airline at Heathrow was allowed to acquire the No. 2; (ii)
the additional capacity available at Dublin airport following the opening of Terminal 2 and the decline in traffic
from 23.3 million passengers per annum in 2007 to 18.7 million in 2011, resulting in Dublin airport operating at
approximately 50% capacity; (iii) the change in the Irish government policy since 2006 in that the Irish government
indicated that it had decided to sell its stake in Aer Lingus; (iv) the fact that under the terms of the bailout agreement
provided by the European Commission, European Central bank and International Monetary Fund to Ireland, the Irish
government committed to sell its stake in Aer Lingus; (v) the fact that the ESOT (Employee Share Ownership
Trust), which at the time of the unsuccessful 2006 offer controlled 15% of Aer Lingus, had been disbanded since
December 2010 and the shares distributed to the individual members, with the result that Ryanair’s new offer was,
in Ryanair’s view, capable of reaching over 50% acceptance either with or without government acceptance; and (vi)
the fact that Etihad, an Abu Dhabi based airline, had acquired a 3% stake in Aer Lingus and had expressed an
interest in buying the Irish government’s 25% stake in Aer Lingus (the offer now provides Etihad or any other
potential bidder the opportunity to purchase the government’s stake).

Ryanair offered to keep Aer Lingus as a separate company, maintain the Aer Lingus brand, and to grow its
traffic from 9.5 million to over 14.5 million passengers over a five year period post acquisition, by growing Aer
Lingus’ short haul traffic at some of Europe’s major airports where Aer Lingus currently operates and Ryanair does
not. Ryanair also intended to increase Aer Lingus’ transatlantic traffic from Ireland, which has fallen in recent years,
by investing in operations. If the offer had been accepted, the Irish government would have received €173 million in
cash. The offer of €1.30 per share represented a premium of approximately 38% over the closing price of €0.94 for
Aer Lingus shares as of June 19, 2012. The offer was conditional on competition approval by the European
Commission.

127

Following the European Commission’s decision to prohibit its offer for Aer Lingus, Ryanair actively
engaged with the Competition Commission’s investigation of the minority stake. On August 28, 2013, the UK
Competition Commission issued its final decision in which it stated that Ryanair’s shareholding “gave it the ability
to exercise material influence over Aer Lingus” and “had led or may be expected to lead to a substantial lessening of
competition in the markets for air passenger services between Great Britain and Ireland.” As a result of its
findings, the Competition Commission ordered Ryanair to reduce its shareholding in Aer Lingus to no more than 5
per cent of Aer Lingus’ issued ordinary shares. Ryanair appealed the Competition Commission’s final decision to
the CAT on September 23, 2013. The CAT rejected Ryanair’s appeal on March 7, 2014. On April 23, 2014, the
CAT granted Ryanair permission to appeal the CAT’s judgment to the Court of Appeal. The UK Court of Appeal
rejected Ryanair’s appeal on February 12, 2015. On March 12, 2015, Ryanair applied to the UK Supreme Court for
permission to appeal the judgment of the UK Court of Appeal. On July 14, 2015, the Supreme Court refused
permission, bringing the appeal process against the Competition Commission’s final decision to conclusion.

On February 12, 2015, Ryanair applied to the Competition and Markets Authority (“CMA”) (formerly the
Competition Commission) for a review of its August 28, 2013 decision on the basis that the proposed offer by the
International Airlines Group (IAG) for Aer Lingus, announced in December 2014, amounted to a material change of
circumstances which necessitated such review and the setting aside of the divestment order. On June 11, 2015 the
CMA adopted a decision rejecting Ryanair’s contention that the IAG’s proposed bid amounted to a material change
of circumstances and imposing its divestment order. Ryanair appealed that decision and the imposition of the
divestment order to the CAT. On July 15, 2015 the CAT dismissed Ryanair’s appeal. Ryanair has submitted an
application for permission to appeal this ruling to the UK Court of Appeal.

On June 19, 2015 the IAG issued a formal offer for Aer Lingus Group plc. The offer, which was
recommended by the Board of Aer Lingus Group plc, consists of cash consideration of €2.50 per ordinary share plus
a €0.05 ordinary dividend (already paid in May 2015). The offer is subject to the acceptance of the offer by key
shareholders, namely the Irish government and Ryanair, and regulatory approval from the European competition
authorities.

On July 10, 2015, the Board of Ryanair Holdings confirmed that it voted unanimously to accept the IAG
offer for Ryanair’s 29.8% shareholding in Aer Lingus Group plc, subject to the offer receiving merger clearance
from the European Commission (which was subsequently granted on July 14, 2015).

Legal Actions Against Monopoly Airports. Ryanair has been involved in a number of legal and regulatory
actions against the Dublin and London (Stansted) airports in relation to what Ryanair considers to be ongoing abuses
of their dominant positions in the Dublin and London (Stansted) markets. Management believes that both of these
airports have been engaging in “regulatory gaming” in order to achieve inflated airport charges under the regulatory
processes in the U.K. and Ireland. By inflating its so-called “regulated asset base” (essentially the value of its airport
facilities), a regulated airport can achieve higher returns on its assets through inflated airport charges. With respect
to London (Stansted), the OFT, following complaints from Ryanair and other airlines, has recognized that the
regulatory process is flawed and provides perverse incentives to regulated airports to spend excessively on
infrastructure in order to inflate their airport charges. The OFT referred the case to the Competition Commission
which released its preliminary findings in April 2008. It found that the common ownership by BAA of the three
main airports in London affects competition and that the “light touch” regulation by the Civil Aviation Authority
was having an adverse impact on competition. In March 2009, the Competition Commission published its final
report on the BAA and ordered the breakup of the BAA, (which involved the sale of London (Gatwick) and London
(Stansted) and either Glasgow or Edinburgh Airport in Scotland). In October 2009, London (Gatwick) was sold to
Global Infrastructure Partners for £1.5 billion. In May 2009, BAA appealed the Competition Commission’s decision
on the bases of apparent bias and lack of proportionality. Ryanair secured the right to intervene in this appeal in
support of the Competition Commission. The case was heard in October 2009 and in February 2010 the Competition
Appeal Tribunal quashed the Competition Commission’s ruling on the basis of the “apparent bias” claim. This
decision was successfully appealed by both the Competition Commission and Ryanair before the Court of Appeal.
The appeal was heard in June 2010 and the judgment was issued in October 2010, quashing the Competition Appeal
Tribunal ruling and reinstating the Competition Commission March 2009 decision. In February 2011, the Supreme
Court refused to grant the BAA permission to appeal the Court of Appeal ruling. The Competition Commission has
subsequently reconsidered the appropriateness of the remedies imposed on the BAA in March 2009 in light of the
passage of time, and confirmed in its preliminary report in April 2011 that the remedies are still appropriate and the

128

sale of Stansted and one of either Glasgow or Edinburgh airports should proceed. In July 2011, the Competition
Commission confirmed its March 2011 provisional decision on “possible material changes of circumstances.” It
found that no material changes of circumstances (that would necessitate a change in the remedies package) had
occurred since the March 2009 decision requiring the BAA to sell London (Gatwick), London (Stansted) and one of
either Glasgow or Edinburgh airports, and that consequently the BAA should proceed to dispose of London
(Stansted) and one of the Scottish airports. The BAA appealed this decision to the Competition Appeal Tribunal, and
lost on February 1, 2012. The BAA then brought a further appeal to the Court of Appeal, which they also lost on
July 26, 2012. While these appeals were ongoing, the BAA proceeded to sell Edinburgh airport in April 2012. BAA
did not appeal the Court of Appeal judgment to the UK Supreme Court, and proceeded to complete the sale of
London (Stansted) airport to Manchester Airports Group plc in March 2013.

With respect to Dublin airport, Ryanair appealed the December 2009 decision of the CAR, which set
maximum charges at the airport for 2010 through 2014, to the Appeals Panel set up by the Minister for Transport. In
June 2010, the Appeals Panel found in favor of Ryanair on the matter of differential pricing between Terminal 1 and
Terminal 2, recommending that such differential pricing be imposed by the CAR. The CAR subsequently overruled
the decision of the Appeals Panel and allowed the charges increase at Dublin Airport, with no differential pricing
between Terminals 1 and 2.

Ryanair has also been trying to prevent both the BAA in London and the DAA in Dublin from engaging in
wasteful capital expenditure. In the case of London (Stansted) Airport, the BAA was planning to spend £4 billion on
a second runway and terminal, which Ryanair believes should only cost approximately £1 billion. Following the
final decision of the Competition Commission forcing BAA to sell London (Stansted) airport, Ryanair believed that
it was highly unlikely that BAA’s planned £4 billion plans would proceed. The Liberal/Conservative government in
the U.K. had also outlined that it would not approve the building of any more runways in the Southeast of England.
Consequently, in May 2010, the BAA announced that it would not pursue its plans to develop a second runway at
London (Stansted).

In the case of Dublin, the DAA has built a second terminal, costing over four times its initial estimate.
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.”

129

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, Amadeus and Sabre, GDS operators, 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. On June 20, 2013 the Company detailed plans to return up to €1.0 billion to shareholders
over the next two years. The Company completed €481.7 million in share buybacks in fiscal year 2014 and paid a
special dividend of €520.3 million in fiscal 2015. In February 2015 the Company announced a €400 million
ordinary share buy-back program to be completed between February 2015 and the end of August 2015.
Approximately €112.0 million of ordinary shares were purchased under this share buy-back program in fiscal 2015.
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 buy-back of
approximately 59.5 million Ordinary Shares, representing approximately 3.8% of the Company’s pre-existing 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. In February 2015, the
Company announced a €400 million ordinary share buy-back program to be completed between February 2015 and

130

the end of August 2015. In fiscal 2015, approximately €112.0 million of ordinary shares were purchased under this
latest share buy-back program. As a result, the total amount spent on the share buy-back programs at July 23, 2015
was approximately €1,326.7 million with respect to the repurchase of 226.6 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 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.

SIGNIFICANT CHANGES

From April 1, 2015 to July 23, 2015 the Company bought back 21.3 million shares at a total cost of €246.5
million under its latest €400.0 million share buy-back program. These shares represent approximately 1.6% of the
Company’s issued share capital. All ordinary shares repurchased were cancelled.

On June 19, 2015, the IAG issued a formal offer for Aer Lingus Group plc. The offer, which was
recommended by the Board of Aer Lingus Group plc, consists of cash consideration of €2.50 per ordinary share plus
a €0.05 ordinary dividend (already paid in May 2015). The offer is subject to the acceptance of the offer by key
shareholders, namely the Irish government and Ryanair, and regulatory approval from the European competition
authorities.

131

Item 9. The Offer and Listing

TRADING MARKETS AND SHARE PRICES

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.

2009 ..................................................................................................
2010 ..................................................................................................
2011 ..................................................................................................
2012 ..................................................................................................
2013

First Quarter ..................................................................................
Second Quarter ..............................................................................
Third Quarter ................................................................................
Fourth Quarter ...............................................................................

2014

2015

January 31, 2015 ...........................................................................
February 28, 2015 .........................................................................
March 31, 2015 .............................................................................
April 30, 2015 ...............................................................................
May 31, 2015 ................................................................................
June 30, 2015 ................................................................................
July 24, 2015 .................................................................................

ADRs
(in U.S. dollars)

High

29.586
33.090
31.990
36.890

43.23
51.53
54.05
51.33

58.81
60.11
58.32
71.27

67.63
64.80
66.77
67.00
68.00
73.28
73.97

Low

20.779
21.268
24.200
27.770

34.62
41.36
44.51
43.51

46.99
50.98
51.22
49.84

62.63
60.10
62.81
63.92
63.88
66.92
70.72

132

2014

2015

2014

2015

133

Ordinary Shares
(Irish Stock Exchange)
(in euro)

High

3.45
4.19
3.98
5.00

6.16
7.20
7.47
6.45

7.70
7.75
7.57
9.83

10.17
10.19
11.13
11.45
11.83
12.33
12.76

Low

2.51
2.77
3.13
3.68

4.76
5.70
6.00
5.33

6.30
6.35
6.58
6.74

9.06
9.21
9.87
10.47
10.67
11.43
11.78

Ordinary Shares
(London Stock Exchange)
(in euro)

High

3.45
4.19
3.97
5.00

6.20
7.18
7.48
6.45

7.72
7.75
7.57
9.82

10.15
10.11
11.18
11.41
11.89
12.31
12.69

Low

2.50
2.76
3.13
3.68

4.76
5.80
5.84
5.45

6.31
6.35
6.57
6.71

9.06
9.20
9.94
10.53
10.69
11.43
11.86

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:

Year ended March 31,

No. of shares (‘m)

Approx. cost (€’m)

2008 ..........................................................................
2009 ..........................................................................
2010 ..........................................................................
2011 ..........................................................................
2012 ..........................................................................
2013 ..........................................................................
2014 ..........................................................................
2015 ..........................................................................
Period through June 30,2015 ....................................

Total ..........................................................................

All Ordinary Shares repurchased have been cancelled.

59.5
18.1
-
-
36.5
15.0
69.5
10.9
17.1

226.6

300.0
46.0
-
-
124.6
67.5
481.7
112.0
194.9

1,326.7

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.

As of June 30, 2015, the total number of options over Ordinary Shares outstanding under all of the
Company’s share option plans was 17.7 million, representing 1.3% of the Company’s issued share capital at that
date.

134

Item 10. Additional Information

DESCRIPTION OF CAPITAL STOCK

Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.635 euro cent. As
of March 31, 2015, a total of 1,377,661,859 Ordinary Shares were outstanding. On February 26, 2007, Ryanair
effected a 2-for-1 share split as a result of which each of its then existing Ordinary Shares, par value 1.27 euro cent,
was split into two new Ordinary Shares, par value 0.635 euro cent. Each Ordinary Share entitles the holder thereof
to one vote in respect of any matter voted upon by Ryanair Holdings’ shareholders.

OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

Ryanair Holdings’ shareholders approved a stock option plan (referred to herein as “Option Plan 2000”),
under which all employees and directors are eligible to receive options. Grants of options were permitted to take
place at the close of any of the ten years beginning with fiscal year 2000 only if the Company’s net profit after tax
for such fiscal year had exceeded its net profit after tax for the prior fiscal year by at least 25%, or if an increase of
1.0% in net profit after tax for the relevant year would have resulted in such requirement being met.

Ryanair Holdings’ shareholders approved a stock option plan (referred to herein as “Option Plan 2003”)
established in accordance with a then tax-favorable share option scheme available under Irish law, so that employees
would not be subject to income tax on the exercise of options (subject to certain conditions). Option Plan 2003 was
approved by the Revenue Commissioners on July 4, 2003 for the purposes of Chapter 4, Part 17, of the Irish Taxes
Consolidation Act, 1997 and Schedule 12C of that Act. Following the publication of the Irish National Recovery
Plan: 2011-2014 (the “NRP”) on November 24, 2010, Revenue approved share option plans, such as Option Plan
2003, no longer qualified for favorable tax treatment from that date. All employees and full-time directors were
eligible to participate in the plan, under which grants of options could be made at the close of any of the ten years
beginning with fiscal year 2002 only if the Company’s net profit after tax for such fiscal year had exceeded its net
profit after tax for the prior fiscal year by at least 25%, or if an increase of 1.0% in net profit after tax for the
relevant year would have resulted in such requirement being met.

Under Option Plan 2000, 20 senior managers (including five of the current executive officers) were granted
10,500,000 share options, in the aggregate, at a strike price of €3.21 in July 2005. Not all of the vesting conditions
were met, and as a result only 80% of the options granted that satisfied the conditions were exercisable between
August 1, 2011 and August 31, 2013. The Company recognized a credit of €2.5 million in relation to the options
that did not vest in June 2011. Also, under Option Plan 2000, each of the non-executive directors were granted
25,000 share options, at a strike price of €4.96, during the 2008 fiscal year. These options were exercisable between
June 2012 and June 2014. In addition, 39 senior managers (including five of the current executive officers) were
granted 10,000,000 share options, in the aggregate, under Option Plan 2000, at a strike price of €2.56, on September
18, 2008. These options are exercisable between September 18, 2013 and September 17, 2015, but only for
managers who continued to be employed by the Company through September 18, 2013.

During fiscal year 2014, Ryanair Holdings’ shareholders approved a stock option plan at the Company’s
annual general meeting on September 20, 2013 (referred to herein as “Option Plan 2013”), under which all
employees and directors are eligible to receive options. Grants of options were permitted to take place at the close of
any of the ten years beginning with fiscal year 2014. All options will be subject to a five year performance period
beginning with the year in which a grant occurs. The Remuneration Committee has discretion to determine the
financial performance targets that must be met with respect to the financial year. Those targets will relate directly to
the achievement of certain year-on-year growth targets in the Company’s profit after tax figures for each of the
financial years of the performance period and/or certain share price targets. The Option Plan 2013 will replace two
stock options plans previously approved by shareholders (Option Plan 2000 and Option Plan 2003) for all future
grants, as both of these plans have expired, although any subsisting options granted under Option Plan 2000 or
Option Plan 2003 that have not yet lapsed will continue to be governed by all terms of those plans, as applicable.

135

Under Option Plan 2013, 36 senior managers (including 7 of the current executive officers) and 10 of the
current non-executive board members were granted 10 million share options, in the aggregate, at a strike price of
€6.25 in July 2014. These options are exercisable between June 2019 and July 2022. They will only vest if certain
targets in relation to net profit and/or share price are achieved and will only be available to managers/directors who
continue to be employed by the Company in June 2019. Also under Option Plan 2013, 3.5 million share options
were granted, in aggregate, to 7 of the existing executive officers at a strike price of €6.74 on October 2014. These
options are exercisable between September, 2019 and October, 2021. They will only vest if certain exceptional
targets in relation to net profit and/or share price are achieved and will only be available to executives who continue
to be employed by the Company through July 31, 2019. On November 11, 2014, 5 million options were granted to
Mr. O’Leary under Option Plan 2013 as part of his new 5 year contract. These options which were granted at a strike
price of €8.345 are exercisable between September 2019 and November 2021. They will only vest if certain
exceptional targets in relation to net profit and/or share price are achieved and will only be available if Mr. O’Leary
continues to be employed by the Company through July 31, 2019.

The aggregate of 17.7 million Ordinary Shares that would be issuable upon exercise in full of the options
that were outstanding as of June 30, 2015 under Company’s option plan represent approximately 1.3% of the issued
share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 11.9 million
Ordinary Shares were held by the directors and executive officers of Ryanair Holdings. For further information, see
Notes 15 and 19 to the consolidated financial statements included herein.

ARTICLES OF ASSOCIATION

The following is a summary of certain provisions of the Articles of Association of Ryanair Holdings. This
summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the
Articles, which are included as an exhibit to this annual report.

Objects. Ryanair Holdings’ objects, which are detailed in its Articles, are broad and include carrying on

business as an investment and holding company. Ryanair Holdings’ Irish company registration number is 249885.

Directors. Subject to certain exceptions, directors may not vote on matters in which they have a material
interest. The ordinary remuneration of the directors is determined from time to time by ordinary resolutions of the
shareholders. Any director who holds any executive office, serves on any committee or otherwise performs services,
which, in the opinion of the directors, are outside the scope of the ordinary duties of a director, may be paid such
extra remuneration as the directors may determine. The directors may exercise all the powers of the Company to
borrow money. These powers may be amended by special resolution of the shareholders. The directors are not
required to retire at any particular age. There is no requirement for directors to hold shares. The Articles of
Association provide that one-third of the directors retire and offer themselves for re-election at each annual general
meeting of the Company. The directors to retire by rotation are those who have been longest in office since their last
appointment or reappointment. As between persons who became or were appointed directors on the same date, those
to retire are determined by agreement between them or, otherwise, by lot. All of the shareholders entitled to attend
and vote at the annual general meeting of the Company may vote on the re-election of directors.

Annual and General Meetings. Annual and extraordinary meetings are called upon 21 days’ advance
notice. At Ryanair’s annual general meeting, held on September 22, 2010, the Company’s Articles of Association
were amended by special resolution to reflect the implementation of the Shareholders’ Rights (Directive
2007/36/EC) Regulations 2009 to allow all Ryanair shareholders to appoint proxies electronically to attend, speak,
ask questions and vote on behalf of them at annual general meetings and to reflect certain other provisions of those
Regulations. All holders of Ordinary Shares are entitled to attend, speak at and vote at general meetings of the
Company, subject to limitations described below under “—Limitations on the Right to Own Shares.”

Rights, Preferences and Dividends Attaching to Shares. The Company has only one class of shares,
Ordinary Shares with a par value of 0.635 euro cent per share. All such shares rank equally with respect to payment
of dividends and on any winding-up of the Company. Any dividend, interest or other sum payable to a shareholder
that remains unclaimed for one year after having been declared may be invested by the directors for the benefit of
the Company until claimed. If the directors so resolve, any dividend which has remained unclaimed for 12 years
from the date of its declaration shall be forfeited and cease to remain owing by the Company. The Company is

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permitted under its Articles to issue redeemable shares on such terms and in such manner as the Company may, by
special resolution, determine. The Ordinary Shares currently in issue are not redeemable. The liability of
shareholders to invest additional capital is limited to the amounts remaining unpaid on the shares held by them.
There are no sinking fund provisions in the Articles of the Company.

Action Necessary to Change the Rights of Shareholders. The rights attaching to shares in the Company may

be varied by special resolutions passed at meetings of the shareholders of the Company.

Limitations on the Rights to Own Shares. The Articles contain detailed provisions enabling the directors of
the Company to limit the number of shares in which non-EU nationals have an interest or the exercise by non-EU
nationals of rights attaching to shares. See “—Limitations on Share Ownership by Non-EU Nationals” below. Such
powers may be exercised by the directors if they are of the view that any license, consent, permit or privilege of the
Company or any of its subsidiaries that enables it to operate an air service may be refused, withheld, suspended or
revoked or have conditions attached to it that inhibit its exercise and the exercise of the powers referred to above
could prevent such an occurrence. The exercise of such powers could result in non-EU holders of shares being
prevented from attending, speaking at or voting at general meetings of the Company and/or being required to
dispose of shares held by them to EU nationals.

Disclosure of Share Ownership. Under Irish law, the Company can require parties to disclose their interests
in shares. The Articles of the Company entitle the directors to require parties to complete declarations indicating
their nationality and the nature and extent of any interest which such parties hold in Ordinary Shares before allowing
such parties to transfer such Ordinary Shares. See, also “—Limitations on Share Ownership by non-EU nationals”
below. Under Irish law, if a party acquires or disposes of Ordinary Shares so as to bring his interest above or below
5% of the total issued share capital of the Company, he must notify the Company of that. The Irish Stock Exchange
must also be notified of any acquisition or disposal of shares that brings the shareholding of a party above or below
certain specified percentages – i.e., 10%, 25%, 50% and 75%.

Other Provisions of the Articles of Association. There are no provisions in the Articles:

(i) delaying or prohibiting a change in the control of the Company, but which operate only with respect to

a merger, acquisition or corporate restructuring;

(ii) discriminating against any existing or prospective holder of shares as a result of such shareholder

owning a substantial number of shares; or

(iii) governing changes in capital,

in each case, where such provisions are more stringent than those required by law.

MATERIAL CONTRACTS

On March 19, 2013, the Company announced that it had entered into an agreement with Boeing to purchase
175 Boeing 737-800NG aircraft, over a five year period from fiscal 2015 to 2019 in accordance with the terms of the
contract. The contract was approved by the shareholders of the Company at an extraordinary general meeting on
June 18, 2013. In April 2014, the Company agreed to purchase an additional five Boeing 737-800 next generation
aircraft and in February 2015, the Company agreed to purchase an additional three Boeing 737-800 next generation
with all eight aircraft scheduled to deliver in fiscal 2016. This brings the total number of 737-800 next generation
aircraft on order to 183, with a list value of approximately $14.4 billion, (11 of the Boeing 737-800NG aircraft have
been delivered as of 31 March 2015).

In September 2014, the Group entered into an agreement with Boeing to purchase 200 Boeing 737-MAX-
200 aircraft (100 firm and 100 subject to option), with a list value of approximately $20.5 billion (assuming all
options are exercised), over a five year period from fiscal 2020 to 2024 in accordance with the terms of the contract.
The contract was approved by the shareholders of the Company at an extraordinary general meeting on November
28, 2014.

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EXCHANGE CONTROLS

Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish securities
(including shares or depositary receipts of Irish companies such as the Company). Dividends and redemption
proceeds also continue to be freely transferable to non-resident holders of such securities.

Under the Financial Transfers Act 1992 (the “1992 Act”), the Minister for Finance of Ireland may make
provision for the restriction of financial transfers between Ireland and other countries. Financial transfers are broadly
defined, and the acquisition or disposal of the ADRs, which represent shares issued by an Irish incorporated
company, the acquisition or the disposal of Ordinary Shares and associated payments may fall within this definition.
Dividends or payments on the redemption or purchase of shares and payments on the liquidation of an Irish-
incorporated company would fall within this definition.

The 1992 Act prohibits financial transfers involving President Lukashenko, the Belarusian leadership and
certain other officials of Belarus, Burma (Myanmar), certain persons and entities associated with the now deceased
Usama Bin Laden, the Al-Qaeda network and the Taliban of Afghanistan, the Democratic Republic of Congo,
certain persons in Egypt, certain activities, persons and entities in Eritrea, the Republic of Guinea, the Democratic
People’s Republic of Korea (North Korea), Iraq, Côte d’Ivoire, certain activities in Lebanon, certain activities in
Liberia and the former Liberian President Charles Taylor, his immediate family and close associates, Libya, certain
persons and activities in Sudan and South Sudan, Somalia, certain activities, persons and entities in Syria and Iran,
certain persons, entities and bodies in the Republic of Guinea-Bissau, certain known terrorists and terrorist groups,
and countries that harbor certain terrorist groups, without the prior permission of the Central Bank of Ireland.

Any transfer of, or payment in respect of, an ADS involving the government of any country that is
currently the subject of United Nations sanctions, any person or body controlled by any of the foregoing, or any
person acting on behalf of the foregoing, may be subject to restrictions pursuant to such sanctions as implemented
into Irish law. The Company does not anticipate that Irish exchange controls or orders under the 1992 Act or United
Nations sanctions implemented into Irish law will have a material effect on its business.

LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS

The Board of Directors of Ryanair Holdings is given certain powers under the Articles to take action to
ensure that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals does not reach a level
which could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit,
consent or privilege which it holds or enjoys and which enables it to carry on business as an air carrier (a “License”).
In particular, EU Regulation 2407/92 requires that, in order to obtain and retain an operating license, an EU air
carrier must be majority-owned and effectively controlled by EU nationals. The regulation does not specify what
level of share ownership will confer effective control on a holder or holders of shares. As described below, the
directors will, from time to time, set a “Permitted Maximum” on the number of Ordinary Shares that may be owned
by non-EU nationals at such level as they believe will comply with EU law. The Permitted Maximum is currently
set at 49.9%.

Ryanair Holdings maintains a separate register (the “Separate Register”) of Ordinary Shares in which non-
EU nationals, whether individuals, bodies corporate or other entities, have an interest (such shares are referred to as
“Affected Shares” in the Articles). Interest in this context is widely defined and includes any interest held through
ADRs in the shares underlying the relevant ADRs. The directors can require relevant parties to provide them with
information to enable a determination to be made by the directors as to whether Ordinary Shares are, or are to be
treated as, Affected Shares. If such information is not available or forthcoming or is unsatisfactory then the directors
can, at their discretion, determine that Ordinary Shares are to be treated as Affected Shares. Registered holders of
Ordinary Shares are also obliged to notify the Company if they are aware that any Ordinary Share which they hold
ought to be treated as an Affected Share for this purpose. With regard to ADRs, the directors can treat all of the
relevant underlying shares as Affected Shares unless satisfactory evidence as to why they should not be so treated is
forthcoming.

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In the event that, inter alia, (i) the refusal, withholding, suspension or revocation of any License or the
imposition of any condition which materially inhibits the exercise of any License (an “Intervening Act”) has taken
place, (ii) the Company receives a notice or direction from any governmental body or any other body which
regulates the provision of air transport services to the effect that an Intervening Act is imminent, threatened or
intended or (iii) an Intervening Act may occur as a consequence of the level of non-EU ownership of Ordinary
Shares or an Intervening Act is imminent, threatened or intended because of the manner of share ownership or
control of Ryanair Holdings generally, the directors can take action pursuant to the Articles to deal with the
situation. They can, inter alia, (i) remove any directors or change the chairman of the Board of Directors, (ii)
identify those Ordinary Shares, ADRs or Affected Shares which give rise to the need to take action and treat such
Ordinary Shares, ADRs, or Affected Shares as Restricted Shares (see below) or (iii) set a “Permitted Maximum” on
the number of Affected Shares which may subsist at any time (which may not, save in the circumstances referred to
below, be lower than 40% of the total number of issued shares) and treat any Affected Shares (or ADRs representing
such Affected Shares) in excess of this Permitted Maximum as Restricted Shares (see below).

In addition to the above, if as a consequence of a change of law or a direction, notice or requirement of any
state, authority or person it is necessary to reduce the total number of Affected Shares below 40% or reduce the
number of Affected Shares held by any particular stockholder or stockholders in order to overcome, prevent or avoid
an Intervening Act, the directors may resolve to (i) set the Permitted Maximum at such level below 40% as they
consider necessary in order to overcome, prevent or avoid such Intervening Act, or (ii) treat such number of
Affected Shares (or ADRs representing Affected Shares) held by any particular stockholder or stockholders as they
consider necessary (which could include all of such Affected Shares or ADRs) as Restricted Shares (see below). The
directors may serve a Restricted Share Notice in respect of any Affected Share, or any ADR representing any ADS,
which is to be treated as a Restricted Share. Such notices can have the effect of depriving the recipients of the rights
to attend, vote at and speak at general meetings, which they would otherwise have as a consequence of holding such
Ordinary Shares or ADRs. Such notices can also require the recipients to dispose of the Ordinary Shares or ADRs
concerned to an EU national (so that the relevant shares (or shares underlying the relevant ADRs) will then cease to
be Affected Shares) within 21 days or such longer period as the directors may determine. The directors are also
given the power to transfer such Restricted Shares, themselves, in cases of non-compliance with the Restricted Share
Notice.

To enable the directors to identify Affected Shares, transferees of Ordinary Shares are generally required to
provide a declaration as to the nationality of persons having interests in those shares. Stockholders are also obliged
to notify Ryanair Holdings if they are aware that any shares, which they hold, ought to be treated as Affected Shares
for this purpose. Purchasers or transferees of ADRs need not complete a nationality declaration because the directors
expect to treat all of the Ordinary Shares held by the Depositary as Affected Shares. ADS holders must open ADR
accounts directly with the Depositary if they wish to provide to Ryanair Holdings nationality declarations or such
other evidence as the directors may require in order to establish to the directors’ satisfaction that the Ordinary Shares
underlying such holder’s ADRs are not Affected Shares.

In deciding which Affected Shares are to be selected as Restricted Shares, the directors can take into
account which Affected Shares have given rise to the necessity to take action. Subject to that they will, insofar as
practicable, firstly view as Restricted Shares those Affected Shares in respect of which no declaration as to whether
or not such shares are Affected Shares has been made by the holder thereof and where information which has been
requested by the directors in accordance with the Articles has not been provided within specified time periods and,
secondly, have regard to the chronological order in which details of Affected Shares have been entered in the
Separate Register and, accordingly, treat the most recently registered Affected Shares as Restricted Shares to the
extent necessary. Transfers of Affected Shares to Affiliates (as that expression is defined in the Articles) will not
affect the chronological order of entry in the Separate Register for this purpose. The directors do however have the
discretion to apply another basis of selection if, in their sole opinion, that would be more equitable. Where the
directors have resolved to treat Affected Shares held by any particular stockholder or stockholders as Restricted
Shares (i) because such Affected Shares have given rise to the need to take such action or (ii) because of a change of
law or a requirement or direction of a regulatory authority necessitating such action (see above), such powers may
be exercised irrespective of the date upon which such Affected Shares were entered in the Separate Register.

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After having initially resolved to set the maximum level at 49.0%, the directors increased the maximum
level to 49.9% on May 26, 1999, after the number of Affected Shares exceeded the initial limit. This maximum level
could be reduced if it becomes necessary for the directors to exercise these powers in the circumstances described
above. The decision to make any such reduction or to change the Permitted Maximum from time to time will be
published in at least one national newspaper in Ireland and in any country in which the Ordinary Shares or ADRs are
listed. The relevant notice will specify the provisions of the Articles that apply to Restricted Shares and the name of
the person or persons who will answer queries relating to Restricted Shares on behalf of Ryanair Holdings. The
directors shall publish information as to the number of shares held by EU nationals annually.

In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair
Holdings instructed the Depositary to suspend the issuance of new ADSs in exchange for the deposit of Ordinary
Shares until further notice to its shareholders. Holders of Ordinary Shares cannot convert their Ordinary Shares into
ADRs during such suspension, and there can be no assurance that the suspension will ever be lifted.

As a further measure to increase the percentage of Ordinary Shares held by EU nationals, on February 7,
2002, the Company issued a notice to shareholders to the effect that any purchase of Ordinary Shares by a non-EU
national after such date will immediately result in the issue of a Restricted Share Notice to such non-EU national
Purchaser. The Restricted Share Notice compels the non-EU national purchaser to sell the Affected Shares to an EU
national within 21 days of the date of issuance. In the event that any such non-EU national shareholder does not sell
its Ordinary Shares to an EU national within the specified time period, the Company can then take legal action to
compel such a sale. As a result, non-EU nationals are effectively barred from purchasing Ordinary Shares for as long
as these restrictions remain in place. There can be no assurance that these restrictions will ever be lifted.

As an additional measure, to ensure the percentage of shares held by EU nationals remains at least 50.1%,
at the extraordinary general meeting held on April 19, 2012, the Company obtained a new repurchase authority
which will enable the repurchase of ADRs for up to 5% of the issued share capital of the Company traded on the
NASDAQ. This authority was renewed at each subsequent Annual General Meeting since then and was last renewed
at the Annual General Meeting held on September 25, 2014.

Concerns about the foreign ownership restrictions described above could result in the exclusion of Ryanair
from certain stock tracking indices. Any such exclusion may adversely affect the market price of the Ordinary
Shares and ADRs. See also “Item 3. Risk Factors––Risks Related to Ownership of the Company’s Shares or
ADRs—EU Rules Impose Restrictions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non-EU
Nationals and the Company has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU Nationals” above.

As of June 30, 2015, EU nationals owned at least 54.2% of Ryanair Holdings’ Ordinary Shares (assuming
conversion of all outstanding ADRs into Ordinary Shares). Ryanair continuously monitors the ownership status of
its Ordinary Shares, which changes on a daily basis.

Irish Tax Considerations

TAXATION

The following is a discussion of certain Irish tax consequences of the purchase, ownership and disposition
of Ordinary Shares or ADSs. This discussion is based upon tax laws and practice of Ireland at the date of this
document, which are subject to change, possibly with retroactive effect. Particular rules may apply to certain classes
of taxpayers (such as dealers in securities) and this discussion does not purport to deal with the tax consequences of
purchase, ownership or disposition of the relevant securities for all categories of investors.

The discussion is intended only as a general guide based on current Irish law and practice and is not
intended to be, nor should it be considered to be, legal or tax advice to any particular investor or stockholder.
Accordingly, current stockholders or potential investors should satisfy themselves as to the overall tax consequences
by consulting their own tax advisers.

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Dividends. If Ryanair Holdings pays dividends or makes other relevant distributions, the following is

relevant:

Withholding Tax. Unless exempted, a withholding at the standard rate of income tax (currently 20%) will
apply to dividends or other relevant distributions paid by an Irish resident company. The withholding tax
requirement will not apply to distributions paid to certain categories of Irish resident stockholders or to distributions
paid to certain categories of non-resident stockholders.

The following Irish resident stockholders are exempt from withholding if they make to the Company, in

advance of payment of any relevant distribution, an appropriate declaration of entitlement to exemption:



Irish resident companies;

 Pension schemes approved by the Irish Revenue Commissioners (“Irish Revenue”);

 Qualifying fund managers or qualifying savings managers;

 Personal Retirement Savings Account (“PRSA”) administrators who receive the relevant distribution

as income arising in respect of PRSA assets;

 Qualifying employee share ownership trusts;

 Collective investment undertakings;

 Tax-exempt charities;

 Designated brokers receiving the distribution for special portfolio investment accounts;

 Any person who is entitled to exemption from income tax under Schedule F on dividends in respect of
an investment in whole or in part of payments received in respect of a civil action or from the Personal
Injuries Assessment Board for damages in respect of mental or physical infirmity;

 Certain qualifying trusts established for the benefit of an incapacitated individual and/or persons in

receipt of income from such a qualifying trust;

 Any person entitled to exemption to income tax under Schedule F by virtue of Section 192(2) Taxes

Consolidation Act (“TCA”) 1997;

 Unit trusts to which Section 731(5)(a) TCA 1997 applies; and

 Certain Irish Revenue-approved amateur and athletic sport bodies.

The following non-resident stockholders are exempt from withholding if they make to the Company, in

advance of payment of any dividend, an appropriate declaration of entitlement to exemption:

 Persons (other than a company) who (i) are neither resident nor ordinarily resident in Ireland and (ii)
are resident for tax purposes in (a) a country which has signed a tax treaty with Ireland (a “tax treaty
country”) or (b) an EU member state other than Ireland;

 Companies not resident in Ireland which are resident in an EU member state or a tax treaty country, by
virtue of the law of an EU member state or a tax treaty country and are not controlled, directly or
indirectly, by Irish residents;

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 Companies not resident in Ireland which are directly or indirectly controlled by a person or persons
who are, by virtue of the law of a tax treaty country or an EU member state, resident for tax purposes
in a tax treaty country or an EU member state other than Ireland and which are not controlled directly
or indirectly by persons who are not resident for tax purposes in a tax treaty country or EU member
state;

 Companies not resident in Ireland the principal class of shares of which is substantially and regularly
traded on a recognized stock exchange in a tax treaty country or an EU member state including Ireland
or on an approved stock exchange; or

 Companies not resident in Ireland that are 75% subsidiaries of a single company, or are wholly-owned
by two or more companies, in either case the principal classes of shares of which is or are substantially
and regularly traded on a recognized stock exchange in a tax treaty country or an EU member state
including Ireland or on an approved stock exchange.

In the case of an individual non-resident stockholder resident in an EU member state or tax treaty country,
the declaration must be accompanied by a current certificate of tax residence from the tax authorities in the
stockholder’s country of residence. In the case of both an individual and corporate non-resident stockholder resident
in an EU member state or tax treaty country the declaration also must contain an undertaking by the individual or
corporate non-resident stockholder that he, she or it will advise the Company accordingly if he, she or it ceases to
meet the conditions to be entitled to the DWT exemption. No declaration is required if the stockholder is a 5%
parent company in another EU member state in accordance with section 831 TCA 1997. Neither is a declaration
required on the payment by a company resident in Ireland to another company so resident if the company making
the dividend is a 51% subsidiary of that other company.

American Depositary Receipts. Special arrangements with regard to the dividend withholding tax
obligation apply in the case of Irish companies using ADRs through U.S. depositary banks that have been authorized
by the Irish Revenue. Such banks, which receive dividends from the company and pass them on to the U.S. ADS
holders beneficially entitled to such dividends, will be allowed to receive and pass on the gross dividends (i.e.,
before withholding) based on an “address system” where the recorded addresses of such holder, as listed in the
depositary bank’s register of depositary receipts, is in the United States.

Taxation on Dividends. Companies resident in Ireland other than those taxable on receipt of dividends as
trading income are exempt from corporation tax on distributions received on Ordinary Shares from other Irish
resident companies. Stockholders that are “close” companies for Irish taxation purposes may, however, be subject to
a 20% corporation tax surcharge on undistributed investment income.

Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on the
gross dividend at their marginal tax rate, but are entitled to a credit for the tax withheld by the company paying the
dividend. The dividend will also be subject to the universal social charge. An individual stockholder who is not
liable or not fully liable for income tax by reason of exemption or otherwise may be entitled to receive an
appropriate refund of tax withheld. A charge to Irish social security taxes can also arise for such individuals on the
amount of any dividend received from the Company.

Except in certain circumstances, a person who is neither resident nor ordinarily resident in Ireland and is
entitled to receive dividends without deductions is not liable for Irish tax on the dividends. Where a person who is
neither resident nor ordinarily resident in Ireland is subject to withholding tax on the dividend received due to not
benefiting from any exemption from such withholding, the amount of that withholding will generally satisfy such
person’s liability for Irish tax.

Capital Gains Tax. A person who is either resident or ordinarily resident in Ireland will generally be liable
for Irish capital gains tax on any gain realized on the disposal of the Ordinary Shares or ADSs. The current capital
gains tax rate is 33%. A person who is neither resident nor ordinarily resident in Ireland and who does not carry on a
trade in Ireland through a branch or agency will not be subject to Irish capital gains tax on the disposal of the
Ordinary Shares or ADSs.

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Irish Capital Acquisitions Tax. A gift or inheritance of the Ordinary Shares or ADSs will be within the
charge to Irish Capital Acquisitions Tax (“CAT”) notwithstanding that the donor or the donee/successor in relation
to such gift or inheritance is resident outside Ireland. CAT is charged at a rate of 33% above a tax-free threshold.
This tax-free threshold is determined by the amount of the current benefit and of previous benefits taken since
December 5, 1991, as relevant, within the charge to CAT and the relationship between the donor and the successor
or done. Gifts and inheritances between spouses (and in certain cases former spouses) are not subject to CAT.

In a case where an inheritance or gift of the Ordinary Shares or ADSs is subject to both Irish CAT and
foreign tax of a similar character, the foreign tax paid may in certain circumstances be credited in whole or in part
against the Irish tax.

Irish Stamp Duty. It is assumed for the purposes of this paragraph that ADSs are dealt in on a recognized
stock exchange in the United States (NASDAQ is a recognized stock exchange in the United States for this
purpose). Under current Irish law, no stamp duty will be payable on the acquisition of ADSs by persons purchasing
such ADSs or on any subsequent transfer of ADSs. A transfer of Ordinary Shares (including transfers effected
through Euroclear U.K. & Ireland Limited) wherever executed and whether on sale, in contemplation of a sale or by
way of a gift, will be subject to duty at the rate of 1% of the consideration given or, in the case of a gift or if the
purchase price is inadequate or unascertainable, on the market value of the Ordinary Shares. Transfers of Ordinary
Shares that are not liable for duty at the rate of 1% (e.g., transfers under which there is no change in beneficial
ownership) may be subject to a fixed duty of €12.50.

The Irish Revenue treats a conversion of Ordinary Shares to ADSs made in contemplation of a sale or a
change in beneficial ownership (under Irish law) as an event subject to stamp duty at a rate of 1%. The Irish
Revenue has indicated that a re-conversion of ADSs to Ordinary Shares made in contemplation of a sale or a change
in beneficial ownership (under Irish law) will not be subject to a stamp duty. However, the subsequent sale of the re-
converted Ordinary Shares will give rise to Irish stamp duty at the 1% rate. If the transfer of the Ordinary Shares is a
transfer under which there is no change in the beneficial ownership (under Irish law) of the Ordinary Shares being
transferred, nominal stamp duty only will be payable on the transfer. Under Irish law, it is not clear whether the
mere deposit of Ordinary Shares for ADSs or ADSs for Ordinary Shares would be deemed to constitute a change in
beneficial ownership. Accordingly, it is possible that holders would be subject to stamp duty at the 1% rate when
merely depositing Ordinary Shares for ADSs or ADSs for Ordinary Shares and, consequently, the Depositary
reserves the right in such circumstances to require payment of stamp duty at the rate of 1% from the holders.

The person accountable for payment of stamp duty is the transferee or, in the case of a transfer by way of a
gift or for a consideration less than the market value, all parties to the transfer. Stamp duty is normally payable
within 30 days after the date of execution of the transfer. Late or inadequate payment of stamp duty will result in
liability for interest, penalties and fines.

United States Federal Income Tax Considerations

Except as described below under the heading “Non-U.S. Holders,” the following is a summary of certain
U.S. federal income tax considerations relating to the purchase, ownership and disposition of Ordinary Shares or
ADRs by a holder that is a citizen or resident of the United States, a U.S. domestic corporation or otherwise subject
to U.S. federal income tax on a net income basis in respect of the Ordinary Shares or the ADRs (“U.S. Holders”).
This summary does not purport to be a comprehensive description of all of the tax considerations that may be
relevant to a decision to purchase the Ordinary Shares or the ADRs. In particular, the summary deals only with U.S.
Holders that will hold Ordinary Shares or ADRs as capital assets and generally does not address the tax treatment of
U.S. Holders that may be subject to special tax rules such as banks, insurance companies, dealers in securities or
currencies, partnerships or partners therein, entities subject to the branch profits tax, traders in securities electing to
mark to market, persons that own 10% or more of the stock of the Company, U.S. Holders whose “functional
currency” is not U.S. dollars or persons that hold the Ordinary Shares or the ADRs as part of an integrated
investment (including a “straddle”) consisting of the Ordinary Shares or the ADRs and one or more other positions.

Holders of the Ordinary Shares or the ADRs should consult their own tax advisors as to the U.S. or other
tax consequences of the purchase, ownership, and disposition of the Ordinary Shares or the ADRs in light of their
particular circumstances, including, in particular, the effect of any foreign, state or local tax laws.

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For U.S. federal income tax purposes, holders of the ADRs will be treated as the owners of the Ordinary

Shares represented by those ADRs.

Taxation of Dividends

Dividends, if any, paid with respect to the Ordinary Shares, including Ordinary Shares represented by
ADRs, will be included in the gross income of a U.S. Holder when the dividends are received by the holder or the
Depositary. Such dividends generally should not be eligible for the “dividends received” deduction allowed to U.S.
corporations in respect of dividends from a domestic corporation. Dividends paid in euro will be includible in the
income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day
they are received by the holder or the Depositary. U.S. Holders generally should not be required to recognize any
foreign currency gain or loss to the extent such dividends paid in Euro are converted into U.S. dollars immediately
upon receipt.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends
received by an individual on or post January 1, 2013 with respect to the Ordinary Shares or ADRs will be subject to
taxation at a maximum rate of 20% if the dividends are “qualified dividends” (apart from the Medicare contribution
tax referred to below), and the individual has taxable income that exceeds certain thresholds. Dividends paid on the
Ordinary Shares or ADRs will be treated as qualified dividends if (i) the issuer is eligible for the benefits of a
comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the
purposes of the qualified dividend rules and (ii) the Company was not, in the year prior to the year in which the
dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company (a
“PFIC”). The income tax treaty between Ireland and the United States has been approved for the purposes of the
qualified dividend rules. Effective January 1, 2013, a Medicare contribution tax of 3.8% may also be applicable to
U.S. individuals, estates and trusts. Based on the Company’s audited financial statements and relevant market data,
the Company believes that it was not treated as a PFIC for U.S. federal income tax purposes with respect to its fiscal
2015 taxable year. In addition, based on the Company’s audited financial statements and its current expectations
regarding the value and nature of its assets, the sources and nature of its income, and relevant market data, the
Company does not anticipate becoming a PFIC for its fiscal 2016 taxable year. Under the U.S.-Ireland Income Tax
Treaty currently in effect, in the event the Company were to pay any dividend, the tax credit attaching to the
dividend (as used herein the “Tax Credit”; see “—Irish Tax Considerations”) generally will be treated as a foreign
income tax eligible for credit against such U.S. Holder’s United States federal income tax liability, subject to
generally applicable limitations and conditions. Any such dividend paid by the Company to such U.S. Holder will
constitute income from sources outside the United States for foreign tax credit purposes, and generally will
constitute “passive category” income for such purposes.

Foreign tax credits may not be allowed for withholding taxes imposed in respect of certain short-term or

hedged positions in securities.

U.S. Holders should consult their own tax advisors concerning the implications of these rules in light of

their particular circumstances.

Distributions of Ordinary Shares that are made as part of a pro rata distribution to all stockholders

generally will not be subject to U.S. federal income tax.

Taxation of Capital Gains

Sale or Disposition of Ordinary Shares or ADRs. Gains or losses realized by a U.S. Holder on the sale or
other disposition of ADRs generally will be treated for U.S. federal income tax purposes as capital gains or losses,
which generally will be long-term capital gains or losses if the ADRs have been held for more than one year. The
net amount of long-term capital gain recognized by an individual holder post January 1, 2013 generally is subject to
taxation at a maximum rate of 20%. Effective January 1, 2013, a Medicare contribution tax of 3.8% may also be
applicable to U.S. individuals, estates and trusts. Gains realized by a U.S. Holder generally will constitute income
from sources within the United States for foreign tax credit purposes and generally will constitute “passive
category” income for such purposes. The deductibility of capital losses, in excess of capital gains, is subject to
limitations.

144

Deposits and withdrawals of Ordinary Shares by U.S. Holders in exchange for ADRs will not result in the

realization of gain or loss for U.S. federal income tax purposes.

Non-U.S. Holders. A holder of Ordinary Shares or ADRs that is, with respect to the United States, a foreign
corporation or a nonresident alien individual (a “Non-U.S. Holder”) generally will not be subject to U.S. federal
income or withholding tax on dividends received on such Ordinary Shares or ADRs unless such income is
effectively connected with the conduct by such holder of a trade or business in the United States. A Non-U.S.
Holder of ADRs or Ordinary Shares will not be subject to U.S. federal income tax or withholding tax in respect of
gain realized on the sale or other disposition of Ordinary Shares or ADRs, unless (i) such gain is effectively
connected with the conduct by such holder of a trade or business in the United States or (ii) in the case of gain
realized by an individual Non-U.S. Holder, such Non-U.S. Holder is present in the United States for 183 days or
more in the taxable year of the sale and certain other conditions are met.

DOCUMENTS ON DISPLAY

Copies of Ryanair Holdings’ Articles may be examined at its registered office and principal place of

business at its Dublin Office, Airside Business Park, Swords, County Dublin, Ireland.

Ryanair Holdings also files reports, including annual reports on Form 20-F, periodic reports on Form 6-K
and other information, with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private
issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.

145

Item 11. Quantitative and Qualitative Disclosures About Market Risk

GENERAL

Ryanair is exposed to market risks relating to fluctuations in commodity prices, interest rates and currency
exchange rates. The objective of financial risk management at Ryanair is to minimize the negative impact of
commodity price, interest rate and foreign exchange rate fluctuations on the Company’s earnings, cash flows and
equity.

To manage these risks, Ryanair uses various derivative financial instruments, including cross currency
interest rate swaps, foreign currency forward contracts and commodity forwards. These derivative financial
instruments are generally held to maturity and are not actively traded. The Company enters into these arrangements
with the goal of hedging its operational and balance sheet risk. However, Ryanair’s exposure to commodity price,
interest rate and currency exchange rate fluctuations cannot be neutralized completely.

In executing its risk management strategy, Ryanair currently enters into forward contracts for the purchase
of some of the jet fuel (jet kerosene) that it expects to use. It also uses foreign currency forward contracts intended to
reduce its exposure to risks related to foreign currencies, principally the U.S. dollar. Furthermore, it enters into
interest rate contracts with the objective of fixing certain borrowing costs and hedging principal repayments,
particularly those associated with the purchase of new Boeing 737s. Ryanair is also exposed to the risk that the
counterparties to its derivative financial instruments may not be creditworthy. If a counterparty was to default on its
obligations under any of the instruments described below, Ryanair’s economic expectations when entering into these
arrangements might not be achieved and its financial condition could be adversely affected. Transactions involving
derivative financial instruments are also relatively illiquid as compared with those involving other kinds of financial
instruments. It is Ryanair’s policy not to enter into transactions involving financial derivatives for speculative
purposes.

The following paragraphs describe Ryanair’s fuel hedging, foreign currency and interest rate swap
arrangements and analyze the sensitivity of the market value, earnings and cash flows of the financial instruments to
hypothetical changes in commodity prices, interest rates and exchange rates as if these changes had occurred at
March 31, 2015. The range of changes selected for this sensitivity analysis reflects Ryanair’s view of the changes
that are reasonably possible over a one-year period.

FUEL PRICE EXPOSURE AND HEDGING

Fuel costs constitute a substantial portion of Ryanair’s operating expenses (approximately 43.0% and
46.0% of such expenses in fiscal years 2015 and 2014, respectively, after taking into account Ryanair’s fuel hedging
activities). Ryanair engages in fuel price hedging transactions from time to time, pursuant to which Ryanair and a
counterparty agree to exchange payments equal to the difference between a fixed price for a given quantity of jet
fuel and the market price for such quantity of jet fuel at a given date in the future, with Ryanair receiving the amount
of any excess of such market price over such fixed price and paying to the counterparty the amount of any deficit of
such fixed price under such market price.

Ryanair has historically entered into arrangements providing for substantial protection against fluctuations
in fuel prices, generally through forward contracts covering periods of up to 18 months of anticipated jet fuel
requirements. See “Item 3. Key Information—Risk Factors—Risks Related to the Company—Changes in Fuel Costs
and Availability Affect the Company’s Results” for additional information on recent trends in fuel costs and the
Company’s related hedging activities, as well as certain associated risks. See also “Item 5. Operating and Financial
Review and Prospects—Fiscal Year 2015 Compared with Fiscal Year 2014—Fuel and Oil.” As of July 24, 2015,
Ryanair had entered into forward jet fuel (jet kerosene) contracts covering approximately 90% of its estimated
requirements for the fiscal year ending March 31, 2016 at prices equivalent to approximately $910 per metric ton. In
addition, as of July 24, 2015, Ryanair had entered into forward jet fuel (jet kerosene) contracts covering
approximately 70% of its estimated requirements for the fiscal year ending March 31, 2017 at prices equivalent to
approximately $657 per metric ton, and had not entered into any jet fuel hedging contracts with respect to its
expected fuel purchases beyond that period.

146

While these hedging strategies can cushion the impact on Ryanair of fuel price increases in the short term,
in the medium to longer-term, such strategies cannot be expected to eliminate the impact on the Company of an
increase in the market price of jet fuel. The unrealized losses or gains on outstanding forward agreements at March
31, 2015 and 2014, based on their fair values, amounted to €813.2 million loss and €17.1 million gain (gross of tax),
respectively. Based on Ryanair’s fuel consumption for the 2015 fiscal year, a change of $1.00 in the average annual
price per metric ton of jet fuel would have caused a change of approximately €2.0 million in Ryanair’s fuel costs.
See “Item 3. Key Information—Risk Factors—Risks Related to the Company—Changes in Fuel Costs and
Availability Affect the Company’s Results.”

Under IFRS, the Company’s fuel forward contracts are treated as cash-flow hedges of forecast fuel
purchases for risks arising from the commodity price of fuel. The contracts are recorded at fair value in the balance
sheet and are re-measured to fair value at the end of each fiscal period through equity to the extent effective, with
any ineffectiveness recorded through the income statement. The Company has considered these hedges to be highly
effective in offsetting variability in future cash flows arising from fluctuations in the market price of jet fuel because
the jet fuel forward contracts typically relate to the same quantity, time, and location of delivery as the forecast jet
fuel purchase being hedged and the duration of the contracts is typically short. Accordingly, the quantification of the
change in expected cash flows of the forecast jet fuel purchase is based on the jet fuel forward price, and in the 2014
fiscal year, the Company recorded no hedge ineffectiveness within earnings. The Company has recorded no level of
ineffectiveness on its jet fuel hedges in its income statements to date. In the 2015 fiscal year, the Company recorded
a negative fair-value adjustment of €711.6 million (net of tax) within accumulated other comprehensive income in
respect of jet fuel forward contracts, and in the 2014 fiscal year, the Company recorded a positive fair-value
adjustment of €15.0 million (net of tax) within accumulated other comprehensive income.

FOREIGN CURRENCY EXPOSURE AND HEDGING

In recent years, Ryanair’s revenues have been denominated primarily in two currencies, the euro and U.K.
pound sterling. The U.K. pound sterling and the euro accounted for approximately 27% and 63%, respectively, of
Ryanair’s total revenues in both the 2015 and 2014 fiscal years. As Ryanair reports its results in euro, the Company
is not exposed to any material currency risk as a result of its euro-denominated activities. Ryanair’s operating
expenses are primarily denominated in euro, U.K. pounds sterling and U.S. dollars. Ryanair’s operations can be
subject to significant direct exchange rate risks between the euro and the U.S. dollar because a significant portion of
its operating costs (particularly those related to fuel purchases) is incurred in U.S. dollars, while none of its revenues
are denominated in U.S. dollars. Appreciation of the euro against the U.S. dollar positively impacts Ryanair’s
operating income because the euro equivalent of its U.S. dollar operating costs decreases, while depreciation of the
euro against the U.S. dollar negatively impacts operating income. It is Ryanair’s policy to hedge a significant
portion of its exposure to fluctuations in the exchange rate between the U.S. dollar and the euro. From time to time,
Ryanair hedges its operating surpluses and shortfalls in U.K. pound sterling. Ryanair matches certain U.K. pound
sterling costs with U.K. pound sterling revenues and may choose to sell any surplus U.K. pound sterling cash flows
for euro.

Hedging associated with the income statement. In the 2015 and 2014 fiscal years, the Company entered
into a series of forward contracts, principally euro/U.S. dollar forward contracts to hedge against variability in cash
flows arising from market fluctuations in foreign exchange rates associated with its forecast fuel, maintenance and
insurance costs and euro/U.K. pound sterling forward contracts to hedge certain surplus U.K. pound sterling cash
flows. At March 31, 2015, the total unrealized gain relating to these contracts amounted to €623.1 million, compared
to a €51.2 million unrealized loss at March 31, 2014.

147

Under IFRS, these foreign currency forward contracts are treated as cash-flow hedges of forecast U.S.
dollar and U.K. pound sterling purchases to address the risks arising from U.S. dollar and U.K. pound sterling
exchange rates. The derivatives are recorded at fair value in the balance sheet and are re-measured to fair value at
the end of each reporting period through equity to the extent effective, with ineffectiveness recorded through the
income statement. Ryanair considers these hedges to be highly effective in offsetting variability in future cash flows
arising from fluctuations in exchange rates, because the forward contracts are timed so as to match exactly the
amount, currency and maturity date of the forecast foreign currency-denominated expense being hedged. In the 2015
fiscal year, the Company recorded a positive fair-value adjustment of €589.9 million (net of tax) within accumulated
other comprehensive income in respect of these contracts, as compared to a negative adjustment of €86.3 million in
the 2014 fiscal year.

Hedging associated with the balance sheet. In prior years, the Company entered into a series of cross
currency interest rate swaps to manage exposures to fluctuations in foreign exchange rates of US dollar-denominated
floating rate borrowings, together with managing the exposures to fluctuations in interest rates on these US dollar-
denominated floating rate borrowings. Cross currency interest rate swaps are primarily used to convert a portion of
the Company’s U.S. dollar-denominated debt to euro and floating rate interest exposures into fixed rate exposures
and are set so as to match exactly the critical terms of the underlying debt being hedged (i.e. notional principal,
interest rate settings, re-pricing dates). These are all classified as cash-flow hedges of the forecasted U.S. dollar
variable interest payments on the Company’s underlying debt and have been determined to be highly effective in
achieving offsetting cash flows. Accordingly, no ineffectiveness has been recorded in the income statement relating
to these hedges.

At March 31, 2015, the fair value of the cross currency interest rate swap agreements relating to this U.S.
dollar-denominated floating rate debt was represented by a gain of €21.3 million (gross of tax) compared to a loss of
€25.9 million in fiscal 2014. In the 2015 fiscal year, the Company recorded a positive fair-value adjustment of €41.3
million (net of tax), compared to a loss of €12.4 million in fiscal 2014, within accumulated other comprehensive
income in respect of these contracts.

Hedging associated with capital expenditures. During the 2015 and 2014 fiscal years, the Company also
entered into a series of euro/U.S. dollar contracts to hedge against changes in the fair value of aircraft purchase
commitments under the Boeing contracts, which arise from fluctuations in the euro/U.S. dollar exchange rates.
There were no such contracts in effect at March 31, 2014. At March 31, 2015, the total unrealized gain relating to
these contracts amounted to €614.6 million compared to €15.0 million unrealized loss at March 31, 2014.

Under IFRS, the Company generally accounts for these contracts as either cash-flow hedges or fair-value
hedges. Fair-value hedges are recorded in the balance sheet at fair value. Any gains or losses arising on these
instruments, as well as the related gain or loss on the underlying aircraft purchase commitment, are recorded in the
balance sheet. Any related ineffectiveness is measured by the amount by which these adjustments to earnings do not
match. Cash-flow hedges are recorded at fair value in the balance sheet and are re-measured to fair value at the end
of the financial period through equity to the extent effective, with any ineffectiveness recorded through the income
statement. The Company has found these hedges to be highly effective in offsetting changes in the fair value of the
aircraft purchase commitments arising from fluctuations in exchange rates because the forward exchange contracts
are always for the same amount, currency and maturity dates as the corresponding aircraft purchase commitments.

At March 31, 2015, the total unrealized gains relating to these contracts amounted to €614.6 million, while
at March 31, 2014 unrealized losses amounted to €15.0 million. Under IFRS, the Company recorded fair-value
adjustments of €537.8 million and fair-value adjustments of €13.1 million for cash-flow hedges in the 2015 and
2014 fiscal years, respectively. No amounts were recorded for such fair-value hedges from other accumulated
comprehensive income in the 2015 and 2014 fiscal years.

A plus or minus change of 10% in relevant foreign currency exchange rates, based on outstanding foreign
currency-denominated financial assets and financial liabilities at March 31, 2015 would have a respective positive or
negative impact on the income statement of €0.3 million (net of tax) (2014: €3 million; 2013: €2.6 million). The
same movement of 10% in foreign currency exchange rates would have a positive €818.7 million impact (net of tax)
on equity if the rate fell by 10% and negative €766.4 million impact (net of tax) if the rate increased by 10%. (2014:
€288.2 million positive or negative; 2013: €183.1 million positive or negative).

148

INTEREST RATE EXPOSURE AND HEDGING

The Company’s purchase of 245 of the 308 Boeing 737-800 aircraft in the fleet as of March 31, 2015 has
been funded by financing in the form of loans supported by a loan guarantee from Ex-Im Bank (with respect to 202
aircraft), JOLCOs and commercial debt and unsecured debt capital market bond issuances. With respect to these 245
aircraft, at March 31, 2015, the Company had outstanding cumulative borrowings under these facilities of €4,431.6
million with a weighted average interest rate of 2.01%. See “Item 5. Operating and Financial Review and
Prospects—Liquidity and Capital Resources—Capital Resources” for additional information on these facilities and
the related swaps, including a tabular summary of the “Effective Borrowing Profile” illustrating the effect of the
swap transactions (each of which is with an established international financial counterparty) on the profile of
Ryanair’s aircraft-related debt at March 31, 2015. At March 31, 2015, the fair value of the interest rate swap
agreements relating to this floating rate debt was represented by a loss of €10.6 million (gross of tax), as compared
with a loss of €72.4 million at March 31, 2014. See Note 11 to the consolidated financial statements included in Item
18 for additional information.

If Ryanair had not entered into such derivative agreements, a plus or minus one percentage point movement
in interest rates would impact the fair value of this liability by approximately €9.6 million. The earnings and cash-
flow impact of any such change in interest rates would have been approximately plus or minus €32.9 million in the
2015 fiscal year.

149

Item 12. Description of Securities Other than Equity Securities

Holders of ADSs are required to pay certain fees and expenses. The table below sets forth the fees and
expenses which, under the deposit agreement between the Company and The Bank of New York Mellon, holders of
ADRs can be charged or be deducted from dividends or other distributions on the deposited shares. The Company
and The Bank of New York Mellon have also entered into a separate letter agreement, which has the effect of
reducing some of the fees listed below.

Persons depositing or withdrawing
ADSs must pay:
$5.00 (or less) per 100 ADSs (or portion of
100 ADSs).

For:
Issuance of ADSs, including issuances resulting from a distribution

of common shares or rights or other property.

Cancellation of ADSs for the purpose of withdrawal, including if

the deposit agreement terminates.

$0.02 (or less) per ADS.

Any cash distribution to the holder of the ADSs.

$0.02 (or less) per ADS per calendar year.

Depositary services.

A fee equivalent to the fee that would be
payable if securities distributed to the holder
of ADSs had been shares and the shares had
been deposited for issuance of ADSs.

Registration or transfer fees.

Distribution of securities distributed by the issuer to the holders of
common securities, which are distributed by the depositary to ADS
holders.

Transfer and registration of shares on our share register to or from
the name of the depositary or its agent when the holder of ADSs
deposits or withdraws common shares.

Expenses of the depositary.

Cable, telex and facsimile transmissions (when expressly provided
for in the deposit agreement).

Expenses of the depositary in converting foreign currency to U.S.

dollars.

As necessary.

Taxes and other governmental charges the
depositary or the custodian have to pay on
any ADSs or common shares underlying
ADSs (for example, stock transfer taxes,
stamp duty or withholding taxes).

Any charges incurred by the depositary or
its agents for servicing the deposited
securities.

As necessary.

Reimbursement of Fees

From April 1, 2014 to June 30, 2015 the Depositary collected annual depositary services fees equal to

approximately $4.2 million from holders of ADSs, net of fees paid to the Depositary by the Company.

150

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

PART II

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

None.

Item 15. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

The Company has carried out an evaluation, as of March 31, 2015, under the supervision and with the
participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of human error and the circumvention or
overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only
provide reasonable assurance of achieving their control objectives. Based upon the Company’s evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2015, the disclosure controls
and procedures were effective to provide reasonable assurance that information required to be disclosed in the
reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported as
and when required, within the time periods specified in the applicable rules and forms, and that it is accumulated and
communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.

151

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting, (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s
internal control over financial reporting includes those policies and procedures that:



pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management
and directors; and



provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management evaluated the effectiveness of the Company’s internal control over financial
reporting as of March 31, 2015, based on the criteria established in the 2013 Framework in “Internal Control —
Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Based on the evaluation, management has concluded that the Company maintained effective internal
control over financial reporting as of March 31, 2015.

Our independent registered public accounting firm, KPMG, has issued an auditor’s report on the

Company’s internal control over financial reporting, which is included in its entirety below.

152

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no change in the Company’s internal control over financial reporting during the 2015 fiscal
year that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting.

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

The Company’s Board of Directors has determined that Declan McKeon qualifies as an “audit committee
financial expert” within the meaning of this Item 16A. Mr. McKeon is “independent” for purposes of the listing
rules of NASDAQ.

Item 16B. Code of Ethics

The Company has adopted a broad Code of Business Conduct and Ethics that meets the requirements for a
“code of ethics” as defined in Item 16B of Form 20-F. The Code of Business Conduct and Ethics applies to the
Company’s chief executive officer, chief financial officer, chief accounting officer, controller and persons
performing similar functions, as well as to all of the Company’s other officers, directors and employees. The Code
of Business Conduct and Ethics is available on Ryanair’s website at http://www.ryanair.com. (Information
appearing on the website is not incorporated by reference into this annual report.) The Company has not made any
amendment to, or granted any waiver from, the provisions of this Code of Business Conduct and Ethics that apply to
its chief executive officer, chief financial officer, chief accounting officer, controller or persons performing similar
functions during its most recently completed fiscal year.

Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed or billable to the Company by its independent auditors,

KPMG, during the fiscal years ended March 31, 2015, 2014 and 2013:

2015

Year ended March 31,
2014
(millions)

2013

Audit fees ..................................................
Tax fees .....................................................
Total fees ...................................................

€0.5
€0.3
€0.8

Audit fees in the above table are the aggregate fees billed or billable by KPMG in connection with the audit
of the Company’s annual financial statements, as well as work that generally only the independent auditor can
reasonably be expected to provide, including the provision of comfort letters, statutory audits, discussions
surrounding the proper application of financial accounting and reporting standards and services provided in
connection with certain regulatory requirements including those under the Sarbanes-Oxley Act of 2002.

Tax fees include fees for all services, except those services specifically related to the audit of financial
statements, performed by the independent auditor’s tax personnel, work performed in support of other tax-related
regulatory requirements and tax compliance reporting.

Audit Committee Pre-Approval Policies and Procedures

The audit committee expressly pre-approves every engagement of Ryanair’s independent auditors for all

audit and non-audit services provided to the Company.

153

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

None.

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

The following table details purchases by the Company of its Ordinary shares in the 2015 fiscal year.

Month / Period

April 1, 2014 to April 30, 2014
May 1, 2014 to May 31, 2014
June 1, 2014 to June 30, 2014
July 1, 2014 to July 31, 2014
August 1, 2014 to August 31, 2014
September 1, 2014 to September 30, 2014
October 1, 2014 to October 31, 2014
November 1, 2014 to November 30, 2014
December 1, 2014 to December 31, 2014
January 1, 2015 to January 31, 2015
February 1, 2015 to February 28, 2015
March 1, 2015 to March 31, 2015
Total (Year-end)

Post Year-end (b)

Total Number of
Ordinary Shares
Purchased (a)

(Millions)

-
-
-
-
-
-
-
-
-
-
4.0
6.9
10.9

21.3

Average Price
Paid Per
Ordinary Share

(€)

-
-
-
-
-
-
-
-
-
-
9.87
10.52
10.28

11.59

(a)

(b)

The Ordinary Share purchases in the table above have not been made pursuant to publicly
announced plans or programs, and consist of open-market transactions conducted within
defined parameters pursuant to the Company’s repurchase authority from shareholders
granted via a special resolution.

From April 1, 2015 to July 23, 2015 the Company bought back 21.3 million ordinary
shares, at a total cost of €246.5 million, for cancellation. Cumulatively these buy-backs
are equivalent to 1.6% of the issued share capital of the Company at July 23, 2015.

See “Item 8. Financial Information—Other Financial Information—Share Buy-Back Program” and “Item 9.
The Offer and Listing—Trading Markets and Share Prices” for further information regarding the Company’s
Ordinary Share buy-back program, pursuant to which all of the shares purchased by the Company and disclosed in
the table above were purchased.

Item 16F. Change in Registrant’s Certified Accountant

Not applicable.

Item 16G. Corporate Governance

See “Item 6. Directors, Senior Management and Employees—Directors—Exemptions from NASDAQ
Corporate Governance Rules” for further information regarding the ways in which the Company’s corporate
governance practices differ from those followed by domestic companies listed on NASDAQ.

154

Item 16H. Mine Safety Disclosure

Not applicable.

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

PART III

RYANAIR HOLDINGS PLC
INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets of Ryanair Holdings plc at March 31, 2015, March 31, 2014
and March 31, 2013 ..................................................................................................................

Consolidated Income Statements of Ryanair Holdings plc for the Years ended March 31,
2015, March 31, 2014 and March 31, 2013 .............................................................................

Consolidated Comprehensive Income Statements of Ryanair Holdings plc for the Years
ended March 31, 2015, March 31, 2014 and March 31, 2013 .................................................

Consolidated Statements of Changes in Shareholders’ Equity of Ryanair Holdings plc for
the Years ended March 31, 2015, March 31, 2014 and March 31, 2013 .................................

Consolidated Cash Flow Statements of Ryanair Holdings plc for the Years ended March 31,
2015, March 31, 2014 and March 31, 2013 .............................................................................

Notes ........................................................................................................................................

Page

156

157

158

159

161

162

155

Consolidated Balance Sheet

At March
31, 2015
€M

At March
31, 2014
€M

At March
31, 2013
€M

Note

Non-current assets

Property, plant and equipment ....................................................................... 2
Intangible assets ............................................................................................. 3
Available for sale financial assets .................................................................. 4
Derivative financial instruments .................................................................... 5
Total non-current assets ..................................................................................

Current assets

Inventories .................................................................................................... 6
Other assets ................................................................................................... 7
Current tax .................................................................................................... 12
Trade receivables ........................................................................................... 8
Derivative financial instruments .................................................................... 5
Restricted cash ............................................................................................... 9
Financial assets: cash > 3 months ..................................................................
Cash and cash equivalents .............................................................................
Total current assets ..........................................................................................
Total assets .......................................................................................................

Current liabilities

Trade payables ...............................................................................................
Accrued expenses and other liabilities ........................................................... 10
Current maturities of debt .............................................................................. 11
Current tax .................................................................................................... 12
Derivative financial instruments .................................................................... 5
Total current liabilities ....................................................................................

Non-current liabilities

Provisions ...................................................................................................... 13
Derivative financial instruments .................................................................... 5
Deferred tax .................................................................................................. 12
Other creditors ............................................................................................... 14
Non-current maturities of debt ....................................................................... 11
Total non-current liabilities ............................................................................

Shareholders’ equity

Issued share capital ........................................................................................ 15
Share premium account.................................................................................. 15
Other undenominated capital .........................................................................
Retained earnings ...........................................................................................
Other reserves ................................................................................................ 16
Shareholders’ equity ........................................................................................
Total liabilities and shareholders’ equity .......................................................

5,471.1
46.8
371.0
554.5
6,443.4

2.1
138.7
0.8
60.1
744.4
6.7
3,604.6
1,184.6
5,742.0
12,185.4

196.5
1,938.2
399.6
-
811.7
3,346.0

180.8
73.4
462.3
55.8
4,032.0
4,804.3

8.7
718.6
1.3
2,706.2
600.3
4,035.1
12,185.4

5,060.3
46.8
260.3
0.4
5,367.8

2.5
124.2
1.1
58.1
16.7
13.3
1,498.3
1,730.1
3,444.3
8,812.1

150.0
1,561.2
467.9
-
95.4
2,274.5

133.9
43.2
368.6
90.4
2,615.7
3,251.8

8.8
704.2
1.2
2,465.1
106.5
3,285.8
8,812.1

4,906.3
46.8
221.2
5.1
5,179.4

2.7
67.7
-
56.1
78.1
24.7
2,293.4
1,240.9
3,763.6
8,943.0

138.3
1,341.4
399.9
0.3
31.8
1,911.7

135.9
50.1
346.5
127.8
3,098.4
3,758.7

9.2
687.8
0.8
2,418.6
156.2
3,272.6
8,943.0

The accompanying notes are an integral part of the financial information.

On behalf of the Board

M. O’Leary
Director

July 24, 2015

D. Bonderman
Director

156

Consolidated Income Statement

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Note

Operating revenues

Scheduled revenues ........................................................................................ 17
Ancillary revenues ......................................................................................... 17
Total operating revenues – continuing operations ........................................ 17
Operating expenses

Fuel and oil ....................................................................................................
Airport and handling charges .........................................................................
Route charges .................................................................................................
Staff costs ...................................................................................................... 18
Depreciation ................................................................................................... 2
Marketing, distribution and other ...................................................................
Maintenance, materials and repairs ................................................................
Aircraft rentals ...............................................................................................
Total operating expenses .................................................................................

4,260.3
1,393.7
5,654.0

(1,992.1)
(712.8)
(547.4)
(502.9)
(377.7)
(233.9)
(134.9)
(109.4)
(4,611.1)

3,789.5
1,247.2
5,036.7

(2,013.1)
(617.2)
(522.0)
(463.6)
(351.8)
(192.8)
(116.1)
(101.5)
(4,378.1)

3,819.8
1,064.2
4,884.0

(1,885.6)
(611.6)
(486.6)
(435.6)
(329.6)
(197.9)
(120.7)
(98.2)
(4,165.8)

Operating profit – continuing operations ......................................................

1,042.9

658.6

718.2

Other income/(expense)

Finance expense ............................................................................................. 20
Finance income ..............................................................................................
Foreign exchange (loss)/gain .........................................................................
Total other expenses ........................................................................................

Profit before tax ...............................................................................................
Tax expense on profit on ordinary activities .................................................. 12
Profit for the year – all attributable to equity holders of parent .................

Basic earnings per ordinary share (euro cent) ................................................ 22
Diluted earnings per ordinary share (euro cent) ............................................. 22
Number of ordinary shares (in Ms) ................................................................ 22
Number of diluted shares (in Ms) .................................................................. 22

(74.2)
17.9
(4.2)
(60.5)

982.4
(115.7)
866.7

62.59
62.46
1,384.7
1,387.6

(83.2)
16.5
(0.5)
(67.2)

591.4
(68.6)
522.8

36.96
36.86
1,414.6
1,418.2

(99.3)
27.4
4.6
(67.3)

650.9
(81.6)
569.3

39.45
39.33
1,443.1
1,447.4

The accompanying notes are an integral part of the financial information.

On behalf of the Board

M. O’Leary
Director

July 24, 2015

D. Bonderman
Director

157

Consolidated Statement of Comprehensive Income

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Profit for the year ........................................................................................................... 866.7

522.8

569.3

Other comprehensive income:

Items that will never be reclassified to profit or loss:
Net actuarial (loss) from retirement benefit plans ....................................................... (2.4)
(2.4)

(1.6)
(1.6)

(1.1)
(1.1)

Items that may or will be reclassified subsequently to profit or loss:
Cash-flow hedge reserve-effective portion of fair value changes to

derivatives:
Effective portion of changes in fair value of cash-flow hedges .......................................
363.4
Net change in fair value of cash-flow hedges transferred to property,
plant and equipment .........................................................................................................
(40.0)
Net change in fair value of cash-flow hedges transferred to profit or
68.3
loss ....................................................................................................................................
391.7
Net movements in cash-flow hedge reserve ......................................................................

Available for sale financial asset:
110.7
Net increase in fair value of available-for-sale asset .........................................................

500.0
Total other comprehensive expense for the year, net of income tax ........................... 500.0

(108.0)

(128.4)

(0.1)

24.4
(83.7)

39.1

(44.6)
(46.2)

4.7

(14.4)
(138.1)

71.5

(66.6)
(67.7)

Total comprehensive income for the year – all attributable to equity
holders of parent ............................................................................................................

1,366.7

476.6

501.6

The accompanying notes are an integral part of the financial information.

On behalf of the Board

M. O’Leary
Director

July 24, 2015

D. Bonderman
Director

158

Consolidated Statement of Changes in Shareholders’ Equity

Issued
Share
Capital

Other
Undenom
Share
Premium
-inated
Retained
Account Earnings Capital

Ordinary

Other
Treasury Hedging Reserve

Other Reserves

€M

-
-

6.5
-

(15.0)
-
-

Balance at March 31, 2012 ..................... 1,455.6
Profit for the year .....................................
-
Other comprehensive income
Net actuarial losses from retirement
benefits plan .............................................
Net movements in cash-flow reserve. .......
Net change in fair value of available-
for-sale asset .............................................
Total other comprehensive income/
(loss) .........................................................
Total comprehensive income ....................
Transactions with owners of the
Company, recognised directly in equity
Issue of ordinary equity shares .................
Repurchase of ordinary equity shares .......
Cancellation of repurchased ordinary
shares ........................................................
Share-based payments ..............................
Dividend Paid ...........................................
Transfer of exercised share-based
awards ......................................................
-
Balance at March 31, 2013 ..................... 1,447.1
Profit for the year………………………..
-
Other comprehensive income
Net actuarial losses from retirement
benefits plan……………………………..
Net movements in cash-flow
reserve……………………………………
Net change in fair value of available
for sale asset……………………………..
Total other comprehensive
income/(loss)……………………………
Total comprehensive income
Transactions with owners of the
Company, recognised directly in equity
Issue of ordinary equity shares……….
Share-based payments……………….
Repurchase of ordinary equity shares…..
Cancellation of repurchased ordinary
shares…………………………………….
Transfer of exercised and expired share-
based awards…………………………….
-
Balance at March 31, 2014 ..................... 1,383.3

5.7
-
-

(69.5)

-
-

€M

0.7
-

-
-

0.1
-
-

-
0.8
-

-
-

-
-
-

0.4

-
1.2

-
-

-
-
-

-
-

-
-
-

-
-

€M
138.6
-

s
€M

91.6
-

Total

€M
3,306.7
569.3

-
(138.1)

-
-

(1.1)
(138.1)

71.5

(138.1)
(138.1)

71.5
71.5

(67.7)
501.6

-
-

-
-
-

-
0.5
-

(83.7)

-
-

21.4
(67.5)

-
1.9
-

-
1.9
(491.5)

(9.3)
155.7
-

-
3,272.6
522.8

(1.6)

(83.7)

39.1

(83.7)
(83.7)

39.1
39.1

(46.2)
476.6

-
-
-

-
1.9
-

16.4
1.9
(481.7)

-
(83.2)

(7.0)
189.7

-
3,285.8

9.3
-

-
-

(0.1)
-
-

-
9.2
-

-
-

-
-
-

€M
666.4
-

€M
2,400.1
569.3

-
-

(1.1)
-

(1.1)
568.2

21.4
-

-
(67.5)

-
-
-

-
687.8
-

-
-
(491.5)

9.3
2,418.6
522.8

-
-

(1.6)

(1.6)
521.2

16.4
-
-

-
-
(481.7)

(0.4)

-
8.8

-
704.2

7.0
2,465.1

159

Consolidated Statement of Changes in Shareholders’ Equity Continued

Ordinary
Shares
M

Issued
Share
Capital
€M

Profit for the year…………………
Other comprehensive income
Net actuarial losses from retirement
benefits plan……………
Net movements in cash-flow
reserve…………………………….
Net change in fair value of
available-for -sale asset……....…
Total other comprehensive
income/(loss)……………………...
Total comprehensive income……..
Transactions with owners of the
Company, recognised directly in
equity
Issue of ordinary equity
shares………………………………
Share-based payments…………….
Repurchase of ordinary equity
shares………………………………
Cancellation of repurchased ordinary
shares…………………….
Dividend paid……………………..
Transfer of exercised and expired
share-based awards………………..
-
Balance at March 31, 2015 .................... 1,377.7

(10.6)
-

5.0
-

-
-

(0.1)
-

-
8.7

Other
Undenom
Premium
-inated
Retained
Account Earnings Capital
€M
866.7

€M

-
-

(2.4)

(2.4)
864.3

14.4
-

-
-

(108.8)

-
(520.3)

-
718.6

5.9
2,706.2

-
-

0.1
-

-
1.3

OOther Reserves

Treasury Hedging

€M

Other
Reserves
€M

391.7

Total
€M
866.7

(2.4)

391.7

110.7

391.7
391.7
-

110.7
110.7

500.0
1,366.7

-
-

-
0.5

14.4
0.5

-
-

(112.0)

-
(520.3)

308.5

(5.9)
295.0

-
4,035.1

-
-

(3.2)

-
-

-
(3.2)

The accompanying notes are an integral part of the financial information.

160

Consolidated Statement of Cash Flows

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Operating activities

Profit after tax ................................................................................................

866.7

522.8

569.3

Adjustments to reconcile profit after tax
to net cash provided by operating activities

Depreciation...................................................................................................
Retirement costs ............................................................................................
Tax expense on profit on ordinary activities ..................................................
Share-based payments charge ........................................................................
Decrease in inventories ..................................................................................
(Increase) in trade receivables .......................................................................
(Increase) in other current assets ....................................................................
Increase/(decrease) in trade payables .............................................................
Increase in accrued expenses .........................................................................
(Decrease) in other creditors ..........................................................................
Increase/(decrease) in provisions ...................................................................
(Increase)/decrease in finance income ...........................................................
Increase/(decrease) in finance expense ..........................................................
Income tax paid .............................................................................................

Net cash provided by operating activities ..................................................

377.7
0.2
115.7
0.5
0.4
(2.0)
(12.3)
46.5
364.4
(34.6)
44.0
(2.2)
12.8
(88.4)
1,689.4

Investing activities

Capital expenditure (purchase of property, plant and equipment) ................. (788.5)
Decrease in restricted cash .............................................................................
6.6
(Increase)/decrease in financial assets: cash > 3 months................................ (2,106.3)
(2,888.2)

Net cash (used)/provided by investing activities ........................................

Financing activities

Shares purchased under share buy-back programme ..................................... (112.0)
14.4
Net proceeds from shares issued ....................................................................
Dividend paid ................................................................................................ (520.3)
Proceeds from long term borrowings ............................................................. 1,690.9
Repayments of long term borrowings ............................................................ (419.7)
653.3

Net cash provided by financing activities...................................................

(Decrease)/Increase in cash and cash equivalents .....................................

(545.5)
Cash and cash equivalents at beginning of year ............................................. 1,730.1
1,184.6

Cash and cash equivalents at end of year ..................................................

351.8
(1.2)
68.6
1.9
0.2
(2.0)
(56.6)
11.7
220.7
(37.4)
(2.7)
0.1
(0.9)
(32.4)
1,044.6

(505.8)
11.4
795.1
300.7

(481.7)
16.4
-
-
(390.8)
(856.1)

489.2
1,240.9
1,730.1

329.6
-
81.6
1.9
0.1
(4.6)
(5.0)
(42.9)
107.2
(18.5)
31.1
2.2
(2.7)
(25.8)
1,023.5

(310.7)
10.4
(1,521.2)
(1,821.5)

(67.5)
21.4
(491.5)
234.6
(366.4)
(669.4)

(1,467.4)
2,708.3
1,240.9

The accompanying notes are an integral part of the financial information.

161

Notes forming part of the Consolidated Financial Statements

Basis of preparation and significant accounting policies

The accounting policies applied in the preparation of the consolidated financial statements for the 2015
fiscal year are set out below. These have been applied consistently for all periods presented, except as otherwise
stated.

Business activity

Ryanair Limited and its subsidiaries (“Ryanair Limited”) has operated as an international airline since
commencing operations in 1985. On August 23, 1996, Ryanair Holdings Limited, a newly formed holding
company, acquired the entire issued share capital of Ryanair Limited. On May 16, 1997, Ryanair Holdings
Limited re-registered as a public limited company, Ryanair Holdings plc (the “Company”). Ryanair Holdings
plc and its subsidiaries are hereafter together referred to as “Ryanair Holdings plc” (or “we”, “our”, “us”,
“Ryanair” or the “Company”) and currently operate a low-fares airline headquartered in Dublin, Ireland. All
trading activity continues to be undertaken by the group of companies headed by Ryanair Limited.

Statement of compliance

In accordance with the International Accounting Standards (“IAS”) Regulation (EC 1606 (2002))
which applies throughout the European Union (“EU”), the consolidated financial statements have been prepared
in accordance with International Accounting Standards and International Financial Reporting Standards
(“IFRS”) as adopted by the EU (“IFRS as adopted by the EU”), which are effective for the year ended and as at
March 31, 2015. In addition to complying with its legal obligation to comply with IFRS as adopted by the EU,
the consolidated financial statements have been prepared in accordance with IFRS as issued by the International
Accounting Standards Board (“IASB”) (“IFRS as issued by the IASB”). The consolidated financial statements
have also been prepared in accordance with the Companies Acts 2014.

Details of legislative changes and new accounting standards or amendments to accounting standards,
which are not yet effective and have not been early adopted in these consolidated financial statements, and the
likely impact on future financial statements are set forth below in the prospective accounting changes section.

New accounting standards adopted during the year

The following new and amended standards, that have been issued by the International Accounting
Standards Board (IASB), and are effective under those standards for the first time for the financial year
beginning on or after January 1, 2014, and have also been endorsed by the EU, have been applied by the Group
for the first time in the consolidated financial statements;



IAS 32 (amendment) “Offsetting Financial Assets and Financial Liabilities” (effective for fiscal periods
beginning on or after January 1, 2014).

IAS 39 (amendment) “Novation of Derivatives and Continuation of Hedge Accounting” (effective for
fiscal periods beginning on or after January 1, 2014).

IFRIC 21 “Levies” (effective for fiscal periods beginning on or after January 1, 2014).

The adoption of these new or amended standards did not have a material impact on our financial position or
results from operations in the year ended March 31, 2015.

162

Basis of preparation

These consolidated financial statements are presented in euro millions, the euro being the functional
currency of the parent entity and the majority of the group companies. They are prepared on the historical cost
basis, except for derivative financial instruments and available-for-sale securities which are stated at fair value,
and share-based payments, which are based on fair value determined as at the grant date of the relevant share
options. Certain non-current assets, when they are classified as held for sale, are stated at the lower of cost and
fair value less costs to sell.

Critical accounting policies

The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and
liabilities, income and expenses. These estimates and associated assumptions are based on historical experience
and various other factors believed to be reasonable under the circumstances, and the results of such estimates
form the basis of judgements about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results could differ materially from these estimates. These underlying assumptions are
reviewed on an ongoing basis. A revision to an accounting estimate is recognised in the period in which the
estimate is revised if the revision affects only that period or in the period of the revision and future periods if
these are also affected. Principal sources of estimation uncertainty have been set forth in the critical accounting
policies section below. Actual results may differ from estimates.

The Company believes that its critical accounting policies, which are those that require management’s
most difficult, subjective and complex judgements, are those described in this section. These critical accounting
policies, the judgements and other uncertainties affecting application of these policies and the sensitivity of
reported results to changes in conditions and assumptions are factors to be considered in reviewing the
consolidated financial statements.

Long-lived assets

As of March 31, 2015, Ryanair had €5.5 billion of property, plant and equipment long-lived assets,
virtually all of which consisted of aircraft. In accounting for long-lived assets, Ryanair must make estimates
about the expected useful lives of the assets, the expected residual values of the assets and the potential for
impairment based on the fair value of the assets and the cash flows they generate.

In estimating the lives and expected residual values of its aircraft, Ryanair has primarily relied on its
own and industry experience, recommendations from Boeing, the manufacturer of all of the Company’s aircraft,
and other data available in the marketplace. Subsequent revisions to these estimates, which can be significant,
could be caused by changes to Ryanair’s maintenance programme, changes in utilisation of the aircraft, changes
to governmental regulations on aging aircraft, and changing market prices for new and used aircraft of the same
or similar types. Ryanair evaluates its estimates and assumptions in each reporting period, and, when warranted,
adjusts these assumptions. Generally, these adjustments are accounted for on a prospective basis, through
depreciation expense.

Ryanair periodically evaluates its long-lived assets for impairment. Factors that would indicate
potential impairment would include, but are not limited to, significant decreases in the market value of an
aircraft, a significant change in an aircraft’s physical condition and operating or cash flow losses associated with
the use of the aircraft. While the airline industry as a whole has experienced many of these factors from time to
time, Ryanair has not yet been seriously impacted and continues to record positive cash flows from these long-
lived assets. Consequently, Ryanair has not yet identified any impairments related to its existing aircraft fleet.
The Company will continue to monitor its long-lived assets and the general airline operating environment.

The Company’s estimate of the recoverable amount of aircraft residual values is 15% of current market
value of new aircraft, determined periodically, based on independent valuations and actual aircraft disposals
during prior periods. Aircraft are depreciated over a useful life of 23 years from the date of manufacture to
residual value.

163

Heavy maintenance

An element of the cost of an acquired aircraft is attributed, on acquisition, to its service potential,

reflecting the maintenance condition of the engines and airframe.

For aircraft held under operating lease agreements, Ryanair is contractually committed to either return
the aircraft in a certain condition or to compensate the lessor based on the actual condition of the airframe,
engines and life-limited parts upon return. In order to fulfill such conditions of the lease, maintenance, in the
form of major airframe overhaul, engine maintenance checks, and restitution of major life-limited parts, is
required to be performed during the period of the lease and upon return of the aircraft to the lessor. The
estimated airframe and engine maintenance costs and the costs associated with the restitution of major life-
limited parts, are accrued and charged to profit or loss over the lease term for this contractual obligation, based
on the present value of the estimated future cost of the major airframe overhaul, engine maintenance checks, and
restitution of major life-limited parts, calculated by reference to the number of hours flown or cycles operated
during the year.

While Ryanair may, in very limited circumstances, sub-lease its aircraft, it remains fully liable to

perform all of its contractual obligations under the ‘head lease’ notwithstanding any such sub-leasing.

Both of these elements of accounting policies involve the use of estimates in determining the quantum
of both the initial maintenance asset and/or the amount of provisions to be recorded and the respective periods
over which such amounts are charged to income. In making such estimates, Ryanair has primarily relied on its
own and industry experience, industry regulations and recommendations from Boeing; however, these estimates
can be subject to revision, depending on a number of factors, such as the timing of the planned maintenance, the
ultimate utilisation of the aircraft, changes to government regulations and increases or decreases in estimated
costs. Ryanair evaluates its estimates and assumptions in each reporting period and, when warranted, adjusts its
assumptions, which generally impact maintenance and depreciation expense in the income statement on a
prospective basis.

Tax Audits

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax payable on
taxable profits is recognised as an expense in the period in which the profits arise using tax rates enacted or
substantively enacted at the balance sheet date. Deferred tax is provided in full, using the balance sheet liability
method on temporary differences arising from the tax basis of assets and liabilities and their carrying amount in
the consolidated financial statements.

Social insurance, passenger taxes and sales taxes are recorded as a liability based on laws enacted in

the jurisdictions to which they relate. Liabilities are recorded when an obligation has been incurred.

Ryanair reviews its tax obligations by jurisdiction regularly. There are many complexities and
judgements in determining tax obligations due to the inherent complexity of tax law, the manner in which airline
businesses are carried out whereby operations can begin and end in different jurisdictions and assumptions made
about the timing and amount of individual balances to be included in financial statements and tax returns.

Ryanair has an internal tax group and takes professional advice on more complex matters in estimating
its tax liabilities. Ryanair also deals extensively with revenue authorities in each jurisdiction in which it
operates. Tax liabilities are based on the best estimate of the likely obligation at each reporting period. These
estimates are subject to revision based on the outcome of tax audits and discussions with revenue authorities that
can take several years to conclude.

164

Basis of consolidation

The consolidated financial statements comprise the financial statements of Ryanair Holdings plc and its
subsidiary undertakings as of March 31, 2015. Subsidiaries are entities controlled by Ryanair. Control exists
when Ryanair is exposed or has rights to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.

All inter-company account balances and any unrealised income or expenses arising from intra-group

transactions have been eliminated in preparing the consolidated financial statements.

The results of subsidiary undertakings acquired or disposed of in the period are included in the
consolidated income statement from the date of acquisition or up to the date of disposal. Upon the acquisition of
a business, fair values are attributed to the separable net assets acquired.

Foreign currency translation

Items included in the financial statements of each of the group entities are measured using the currency
of the primary economic environment in which the entity operates (the “functional currency”). The consolidated
financial statements are presented in euro, which is the functional currency of the majority of the group entities.

Transactions arising in foreign currencies are translated into the respective functional currencies at the
rates of exchange in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies are re-translated at the rate of exchange prevailing at the balance sheet date. Non-monetary assets and
liabilities denominated in foreign currencies are translated to euro at foreign exchange rates in effect at the dates
the transactions were effected. Foreign currency differences arising on retranslation are recognised in profit or
loss, except for differences arising on qualifying cash-flow hedges, which are recognised in other
comprehensive income.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and provisions
for impairments, if any. Cost includes expenditure that is directly attributable to the acquisition of the asset. Cost
may also include transfers from other comprehensive income of any gain or loss on qualifying cash-flow hedges
of foreign currency purchases of property, plant and equipment.

Borrowing costs directly attributable to the acquisition or construction of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use, are capitalised, until
such time until such time as the assets are substantially ready for their intended use. Investment income earned
on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing costs eligible for capitalisation.

Depreciation is calculated so as to write off the cost, less estimated residual value, of assets on a

straight-line basis over their expected useful lives at the following annual rates:

Hangar and buildings .....................................................................................................................
Plant and equipment (excluding aircraft) .......................................................................................
Fixtures and fittings .......................................................................................................................
Motor vehicles ...............................................................................................................................

Rate of
Depreciation

5%
20-33.3%
20%
33.3%

Aircraft are depreciated on a straight-line basis over their estimated useful lives to estimated residual

values. The estimates of useful lives and residual values at year-end are:

Aircraft Type
Boeing 737-800s

Number of Owned Aircraft

at March 31, 2015

257(a)

Useful Life
23 years from date of
manufacture

Residual Value
15% of current market value of new
aircraft, determined periodically

(a) The Company operated 308 aircraft as of March 31, 2015, of which 51 were leased.

165

An element of the cost of an acquired aircraft is attributed on acquisition to its service potential,
reflecting the maintenance condition of its engines and airframe. This cost, which can equate to a substantial
element of the total aircraft cost, is amortised over the shorter of the period to the next maintenance check
(usually between 8 and 12 years for Boeing 737-800 aircraft) or the remaining life of the aircraft. The costs of
subsequent major airframe and engine maintenance checks are capitalised and amortised over the shorter of the
period to the next check or the remaining life of the aircraft.

Advance and option payments made in respect of aircraft purchase commitments and options to acquire
aircraft are recorded at cost and separately disclosed within property, plant and equipment. On acquisition of the
related aircraft, these payments are included as part of the cost of aircraft and are depreciated from that date.

Rotable spare parts held by the Company are classified as property, plant and equipment if they are

expected to be used over more than one period.

Gains and losses on disposal of items of property, plant and equipment are determined by comparing
the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised on a
net basis within other income/(expenses) in profit or loss.

Aircraft maintenance costs

The accounting for the cost of providing major airframe and certain engine maintenance checks for

owned aircraft is described in the accounting policy for property, plant and equipment.

For aircraft held under operating lease agreements, Ryanair is contractually committed to either return
the aircraft in a certain condition or to compensate the lessor based on the actual condition of the airframe,
engines and life-limited parts upon return. In order to fulfill such conditions of the lease, maintenance, in the
form of major airframe overhaul, engine maintenance checks, and restitution of major life-limited parts, is
required to be performed during the period of the lease and upon return of the aircraft to the lessor. The
estimated airframe and engine maintenance costs and the costs associated with the restitution of major life-
limited parts, are accrued and charged to profit or loss over the lease term for this contractual obligation, based
on the present value of the estimated future cost of the major airframe overhaul, engine maintenance checks, and
restitution of major life-limited parts, calculated by reference to the number of hours flown or cycles operated
during the year.

Ryanair’s aircraft operating lease agreements typically have a term of seven years, which closely
correlates with the timing of heavy maintenance checks. The contractual obligation to maintain and replenish
aircraft held under operating lease exists independently of any future actions within the control of Ryanair.
While Ryanair may, in very limited circumstances, sub-lease its aircraft, it remains fully liable to perform all of
its contractual obligations under the ‘head lease’ notwithstanding any such sub-leasing.

All other maintenance costs, other than major airframe overhaul, engine maintenance checks, and

restitution of major life-limited parts costs associated with leased aircraft, are expensed as incurred.

Intangible assets - landing rights

Intangible assets acquired are recognised to the extent it is considered probable that expected future
benefits will flow to the Company and the associated costs can be measured reliably. Landing rights acquired as
part of a business combination are capitalised at fair value at that date and are not amortised, where those rights
are considered to be indefinite. The carrying values of those rights are reviewed for impairment at each
reporting date and are subject to impairment testing when events or changes in circumstances indicate that
carrying values may not be recoverable. No impairment to the carrying values of the Company’s intangible
assets has been recorded to date.

166

Available-for-sale securities

The Company holds certain equity securities, which are classified as available-for-sale, and are
measured at fair value, less incremental direct costs, on initial recognition. Such securities are classified as
available-for-sale, rather than as an investment in an associate if the Company does not have the power to
exercise significant influence over the investee. Subsequent to initial recognition they are measured at fair value
and changes therein, other than impairment losses, are recognised in other comprehensive income and reflected
in shareholders’ equity in the consolidated balance sheet. Fair value losses, subsequent to any impairments are
recognised in other comprehensive income against net cumulative gains in the reserve. Fair value losses below
the impaired value are recognised in the income statement. The fair values of available-for-sale securities are
determined by reference to quoted prices in active markets at each reporting date. When an investment is de-
recognised the cumulative gain or loss in other comprehensive income is transferred to the income statement.

Such securities are considered to be impaired if there is objective evidence which indicates that events
have occurred that can reasonably be expected to adversely affect the future cash flows of the securities, such
that the future cash flows do not support the current fair value of the securities. This includes where there is a
significant or prolonged decline in the fair value below its cost. All impairment losses are recognised in the
income statement and any cumulative loss in respect of an available-for-sale asset recognised previously in other
comprehensive income is also transferred to the income statement.

Other financial assets

Other financial assets (other than available-for-sale financial assets) comprise cash deposits of greater
than three months’ maturity. All amounts are categorised as loans and receivables and are carried initially at fair
value and then subsequently at amortised cost, using the effective interest method in the balance sheet.

Derivative financial instruments

Ryanair is exposed to market risks relating to fluctuations in commodity prices, interest rates and
currency exchange rates. The objective of financial risk management at Ryanair is to minimise the impact of
commodity price, interest rate and foreign exchange rate fluctuations on the Company’s earnings, cash flows
and equity.

To manage these risks, Ryanair uses various derivative financial instruments, including interest rate
swaps, foreign currency forward contracts and commodity contracts. These derivative financial instruments are
generally held to maturity. The Company enters into these arrangements with the goal of hedging its operational
and balance sheet risk. However, Ryanair’s exposure to commodity price, interest rate and currency exchange
rate fluctuations cannot be neutralised completely.

Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition,
derivative financial instruments continue to be re-measured to fair value, and changes therein are accounted for
as described below.

The fair value of interest rate swaps is computed by discounting the projected cash flows on the
Company’s swap arrangements to present value using an appropriate market rate of interest. The fair value of
forward foreign exchange contracts and commodity contracts is determined based on the present value of the
quoted forward price. The credit quality of Ryanair and counterparties are considered in setting fair value.
Recognition of any resultant gain or loss depends on the nature of the item being hedged.

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a
recognised asset or liability or a highly probable forecasted transaction, the effective part of any gain or loss on
the derivative financial instrument is recognised in other comprehensive income (in the cash flow hedging
reserve on the balance sheet). When the hedged forecasted transaction results in the recognition of a non-
financial asset or liability, the cumulative gain or loss is removed from other comprehensive income and
included in the initial measurement of that asset or liability. Otherwise the cumulative gain or loss is removed
from other comprehensive income and recognised in the income statement at the same time as the hedged
transaction. The ineffective part of any hedging transaction and the gain or loss thereon is recognised in the
income statement immediately.

167

When a hedging instrument or hedge relationship is terminated but the underlying hedged transaction is
still expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is
recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no
longer expected to take place, the cumulative unrealised gain or loss recognised in other comprehensive income
is recognised in the income statement immediately.

Where a derivative financial instrument hedges the changes in fair value of a recognised asset or
liability or an unrecognised firm commitment, any gain or loss on the hedging instrument is recognised in the
income statement. The hedged item is also stated at fair value in respect of the risk being hedged, with any gain
or loss also being recognised in the income statement.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is based on invoiced price on
an average basis for all stock categories. Net realisable value is calculated as the estimated selling price arising
in the ordinary course of business, net of estimated selling costs.

Trade and other receivables and payables

Trade and other receivables and payables are stated on initial recognition at fair value plus any
incremental direct costs and subsequently at amortised cost, net (in the case of receivables) of any impairment
losses, which approximates fair value given the short-dated nature of these assets and liabilities.

Cash and cash equivalents

Cash represents cash held at banks and available on demand, and is categorised for measurement

purposes as “loans and receivables.”

Cash equivalents are current asset investments (other than cash) that are readily convertible into known
amounts of cash, typically cash deposits of more than one day but less than three months at the date of purchase.
Deposits with maturities greater than three months are recognised as short-term investments, are categorised as
loans and receivables and are carried initially at fair value and then subsequently at amortised cost, using the
effective-interest method.

Interest-bearing loans and borrowings

All loans and borrowings are initially recorded at fair value, being the fair value of the consideration
received, net of attributable transaction costs. Subsequent to initial recognition, non-current interest-bearing
loans are measured at amortised cost, using the effective interest yield methodology.

Leases

Leases under which the Company assumes substantially all of the risks and rewards of ownership are
classified as finance leases. Assets held under finance leases are capitalised in the balance sheet, at an amount
equal to the lower of their fair value and the present value of the minimum lease payments, and are depreciated
over their estimated useful lives. The present values of the future lease payments are recorded as obligations
under finance leases and the interest element of a lease obligation is charged to the income statement over the
period of the lease in proportion to the balances outstanding.

Other leases are operating leases and the associated leased assets are not recognised on the Company’s
balance sheet. Expenditure arising under operating leases is charged to the income statement as incurred. The
Company also enters into sale-and-leaseback transactions whereby it sells the rights to an aircraft to an external
party and subsequently leases the aircraft back, by way of an operating lease. Any profit or loss on the disposal
where the price achieved is not considered to be at fair value is spread over the period during which the asset is
expected to be used. The profit or loss amount deferred is included within “other creditors” and split into
components of greater than and less than one year.

168

Provisions and contingencies

A provision is recognised in the balance sheet when there is a present legal or constructive obligation
as a result of a past event, and it is probable that an outflow of economic benefit will be required to settle the
obligation. If the effect is material, provisions are determined by discounting the expected future outflow at a
pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks
specific to the liability.

The Company assesses the likelihood of any adverse outcomes to contingencies, including legal
matters, as well as probable losses. We record provisions for such contingencies when it is probable that a
liability will be incurred and the amount of the loss can be reasonably estimated. A contingent liability is
disclosed where the existence of the obligation will only be confirmed by future events, or where the amount of
the obligation cannot be measured with reasonable reliability. Provisions are re-measured at each balance sheet
date based on the best estimate of the settlement amount.

In relation to legal matters, we develop estimates in consultation with internal and external legal
counsel taking into account the relevant facts and circumstances known to us. The factors that we consider in
developing our legal provisions include the merits and jurisdiction of the litigation, the nature and number of
other similar current and past litigation cases, the nature of the subject matter of the litigation, the likelihood of
settlement and current state of settlement discussions, if any.

Segment reporting

Operating segments are reported in a manner consistent with the internal organisational and
management structure and the internal reporting information provided to the chief operating decision maker,
who is responsible for allocating resources and assessing performance of operating segments. The Company is
managed as a single business unit that provides low fares airline-related services, including scheduled services,
and ancillary services including hotel, travel insurance and internet and other related services to third parties,
across a European route network.

Income statement classification and presentation

Individual income statement captions have been presented on the face of the income statement,
together with additional line items, headings and sub-totals, where it is determined that such presentation is
relevant to an understanding of our financial performance, in accordance with IAS 1, “Presentation of Financial
Statements”.

Expenses are classified and presented in accordance with the nature-of-expenses method. We disclose
separately on the face of the income statement, within other income and expense, losses on the impairment of
available-for-sale financial assets and gains or losses on disposal of property, plant and equipment. The nature
of the Company’s available-for-sale asset is that of a financial investment; accordingly any impairment of the
investment is categorised as finance expense and included in other income/(expense) as a separate line item. The
presentation of gains or losses on the disposal of property, plant and equipment within other income/(expense)
accords with industry practice.

Revenues

Scheduled revenues comprise the invoiced value of airline and other services, net of government taxes.
Revenue from the sale of flight seats is recognised in the period in which the service is provided. Unearned
revenue represents flight seats sold but not yet flown and a provision for government tax refund claims
attributable to unused tickets, and is included in accrued expenses and other liabilities. Revenue, net of
government taxes, is released to the income statement as passengers fly. Unused tickets are recognised as
revenue on a systematic basis, such that twelve months of time expired revenues are recognised in revenue in
each fiscal year. Miscellaneous fees charged for any changes to flight tickets are recognised in revenue
immediately.

Ancillary revenues are recognised in the income statement in the period the ancillary services are

provided.

169

Share-based payments

The Company engages in equity-settled, share-based payment transactions in respect of services
received from certain of its employees. The fair value of the services received is measured by reference to the
fair value of the share options on the date of the grant. The grant measurement date is the date that a shared
understanding of the terms of the award is established between the Company and the employee. The cost of the
employee services received in respect of the share options granted is recognised in the income statement over
the period that the services are received, which is the vesting period, with a corresponding increase in equity. To
the extent that service is provided prior to the grant measurement date, the fair value of the share options is
initially estimated and re-measured at each balance sheet date until the grant measurement date is achieved. The
fair value of the options granted is determined using a binomial lattice option-pricing model, which takes into
account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility
of the Ryanair Holdings plc share price over the life of the option and other relevant factors. Non-market vesting
conditions are taken into account by adjusting the number of shares or share options included in the
measurement of the cost of employee services so that ultimately, the amount recognised in the income statement
reflects the number of vested shares or share options.

Retirement benefit obligations

The Company provides certain employees with post-retirement benefits in the form of pensions. The
Company currently operates a number of defined contribution schemes and a small defined benefit pension
scheme in the U.K.

Costs arising in respect of the Company’s defined contribution pension schemes (where fixed
contributions are paid into the scheme and there is no legal or constructive obligation to pay further amounts)
are charged to the income statement in the period in which they are incurred. Any contributions unpaid at the
balance sheet date are included as a liability.

A defined benefit plan is a post-employment benefit plan other than a defined-contribution plan. The
liabilities and costs associated with the Company’s defined benefit pension scheme are assessed on the basis of
the projected unit credit method by professionally qualified actuaries and are arrived at using actuarial
assumptions based on market expectations at the balance sheet date. The net obligation in respect of defined
benefit schemes is calculated separately for each plan by estimating the amount of future benefits that
employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine its present value and the fair value of any plan asset is deducted. The discount rates employed in
determining the present value of each scheme’s liabilities are determined by reference to market yields at the
balance sheet date of high quality corporate bonds in the same currency and term that is consistent with those of
the associated pension obligations. The net surplus or deficit arising on the Company’s defined-benefit scheme
is shown within non-current assets or liabilities on the balance sheet. The deferred tax impact of any such
amount is disclosed separately within deferred tax.

Re-measurements, comprising actuarial gains and losses and the return on plan assets (excluding net
interest), are recognised immediately in the balance sheet with a corresponding debit or credit to retained
earnings through other comprehensive income in the period in which they occur.

Taxation

Income tax on the profit or loss for a year comprises current and deferred tax. Income tax is recognised
in the income statement except to the extent that it relates to items recognised in other comprehensive income
(such as certain hedging derivative financial instruments, available-for-sale assets, retirement benefit
obligations). Current tax payable on taxable profits is recognised as an expense in the period in which the profits
arise using tax rates enacted or substantively enacted at the balance sheet date.

Deferred income tax is provided in full, using the balance sheet liability method, on temporary
differences arising from the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates and legislation enacted or substantively
enacted by the balance sheet date and expected to apply when the temporary differences reverse.

170

The following temporary differences are not provided for: (i) the initial recognition of assets and
liabilities that effect neither accounting nor taxable profit and (ii) differences relating to investments in
subsidiaries to the extent that it is probable they will not reverse in the future.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which temporary differences can be utilised. The carrying amounts of deferred tax assets are
reviewed at each balance sheet date and reduced to the extent that it is no longer probable that a sufficient
taxable profit will be available to allow all or part of the deferred tax asset to be realised.

Social insurance, passenger taxes and sales taxes are recorded as a liability based on laws enacted in

the jurisdictions to which they relate. Liabilities are recorded when an obligation has been incurred.

Tax liabilities are based on the best estimate of the likely obligation at each reporting period. These
estimates are subject to revision based on the outcome of tax audits and discussions with revenue authorities that
can take several years to conclude.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of
ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. When share
capital recognised as equity is repurchased, the amount of consideration paid, which includes any directly
attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are
classified as treasury shares and are presented as a deduction from total equity, until they are cancelled.

Prospective accounting changes, new standards and interpretations not yet adopted

The following new or revised IFRS standards and IFRIC interpretations will be adopted for purposes
of the preparation of future financial statements, where applicable. Those that are not as yet EU endorsed are
flagged below. We do not anticipate that the adoption of these new or revised standards and interpretations
will have a material impact on our financial position or results from operations.

 Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) (effective for fiscal periods

beginning on or after July 1, 2014).**



IFRS 9, “Financial Instruments” (2014) (effective for fiscal periods beginning on or after January 1,
2018).*

“Annual Improvements to IFRSs”. 2010-2012 Cycle (effective for fiscal periods beginning on or after
July 1, 2014).**

“Annual Improvements to IFRSs”. 2011-2013 Cycle (effective for fiscal periods beginning on or after
July 1, 2014).**

“Annual Improvements to IFRSs”. 2012-2014 Cycle (effective for fiscal periods beginning on or after
January 1, 2016).*

 Amendments to IFRS 10 and IAS 28 — Sales or contributions of assets between an investor and its

associate/joint venture (effective for fiscal periods beginning on or after January 1, 2016).*

 Amendments to IFRS 11: “Accounting for Acquisitions of Interests in Joint Operations” (effective for

fiscal periods beginning on or after January 1, 2016).*



IFRS 14, “Regulatory Deferral Accounts” (effective for fiscal periods beginning on or after January 1,
2016).*

 Amendments to IAS 16 and IAS 38: “Clarification of Acceptable Methods of Depreciation and

Amortisation” (effective for fiscal periods beginning on or after January 1, 2016).*

171



IFRS 15, “Revenue from Contracts with Customers” (expected to be effective for fiscal periods
beginning on or after January 1, 2018).*

 Amendments to IAS 27: “Equity Method in Separate Financial Statements” (effective for fiscal periods

beginning on or after January 1, 2016).*

 Amendments to IAS 1: “Disclosure Initiative” (effective for fiscal periods beginning on or after

January 1, 2016).*

* These standards or amendments to standards are not as yet EU endorsed.

** These standards or amendments to standards have been EU endorsed and have an effective date for periods

beginning after February 1, 2015 or can be early adopted.

172

Property, plant and equipment

Aircraft
€M

Hangar and
Buildings
€M

Plant and
Equipment
€M

Fixtures
and
Fittings
€M

Motor
Vehicles
€M

Total
€M

Year ended March 31, 2015
Cost

At March 31, 2014 ........................................
Additions in year ..........................................
Disposals in year ...........................................
At March 31, 2015 ........................................

6,815.7
777.0
(54.6)
7,538.1

Depreciation

At March 31, 2014 ........................................
Charge for year .............................................
Eliminated on disposal ..................................
At March 31, 2015 ........................................

1,814.6
367.7
(54.6)
2,127.7

Net book value

At March 31, 2015 ........................................

5,410.4

67.3
0.1
-
67.4

18.3
3.4
-
21.7

45.7

26.6
2.9
-
29.5

21.5
2.5
-
24.0

5.5

36.5
8.4
(0.8)
44.1

31.6
4.0
(0.8)
34.8

9.3

2.4
0.1
-
2.5

2.2
0.1
-
2.3

0.2

6,948.5
788.5
(55.4)
7,681.6

1,888.2
377.7
(55.4)
2,210.5

5,471.1

Aircraft
€M

Hangar and
Buildings
€M

Plant and
Equipment
€M

Fixtures
and
Fittings
€M

Motor
Vehicles
€M

Total
€M

Year ended March 31, 2014
Cost

At March 31, 2013 ........................................
Additions in year ..........................................
Disposals in year ...........................................
At March 31, 2014 ........................................

6,409.6
490.5
(84.4)
6,815.7

Depreciation

At March 31, 2013 ........................................
Charge for year .............................................
Eliminated on disposal ..................................
At March 31, 2014 ........................................

1,555.1
343.9
(84.4)
1,814.6

Net book value

At March 31, 2014 ........................................

5,001.1

58.8
8.5
-
67.3

15.7
2.6
-
18.3

49.0

23.2
3.4
-
26.6

19.3
2.2
-
21.5

5.1

33.2
3.3
-
36.5

28.6
3.0
-
31.6

4.9

2.3
0.1
-
2.4

2.1
0.1
-
2.2

0.2

6,527.1
505.8
(84.4)
6,948.5

1,620.8
351.8
(84.4)
1,888.2

5,060.3

Aircraft
€M

Hangar and
Buildings
€M

Plant and
Equipment
€M

Fixtures
and
Fittings
€M

Motor
Vehicles
€M

Total
€M

Year ended March 31, 2013
Cost

At March 31, 2012 ........................................
Additions in year ..........................................
Disposals in year ...........................................
At March 31, 2013 ........................................

6,158.3
293.4
(42.1)
6,409.6

Depreciation

At March 31, 2012 ........................................
Charge for year .............................................
Eliminated on disposal ..................................
At March 31, 2013 ........................................

1,275.9
321.3
(42.1)
1,555.1

Net book value

At March 31, 2013 ........................................

4,854.5

20.8
2.4
-
23.2

17.1
2.2
-
19.3

3.9

46.8
12.0
-
58.8

13.4
2.3
-
15.7

43.1

173

30.5
2.8
(0.1)
33.2

25.0
3.7
(0.1)
28.6

2.3
0.1
(0.1)
2.3

2.1
0.1
(0.1)
2.1

6,258.7
310.7
(42.3)

6,527.1

1,333.5
329.6
(42.3)
1,620.8

4.6

0.2

4,906.3

At March 31, 2015, aircraft with a net book value of €5,131.8 million (2014: €4,471.1 million; 2013:
€4,663.0 million) were mortgaged to lenders as security for loans. Under the security arrangements for the
Company’s new Boeing 737-800 “next generation” aircraft, the Company does not hold legal title to those
aircraft while these loan amounts remain outstanding.202

At March 31, 2015, the cost and net book value of aircraft included advance payments on aircraft of
€631.3 million (2014: €282.1 million; 2013: Nil). Such amounts, where present, are not depreciated. The cost
and net book value also includes capitalised aircraft maintenance, aircraft simulators and the stock of rotable
spare parts.

The net book value of assets held under finance leases at March 31, 2015, 2014 and 2013 was €535.0

million, €559.0 million, and €582.9 million respectively.

During the year, €9.8 million (2014: Nil; 2013: Nil) of borrowing costs were capitalized as part of
property, plant and equipment. Borrowing costs have been capitalized at a rate of 1.836% (2014: Nil; 2013:
Nil).

Intangible assets

2015
€M

At March 31,
2014
€M

2013
€M

Landing rights ........................................................................................................... 46.8

46.8

Landing slots were acquired with the acquisition of Buzz Stansted Limited in April 2003. As these
landing slots have no expiry date and are expected to be used in perpetuity, they are considered to be of
indefinite life and accordingly are not amortised. The Company also considers that there has been no
impairment of the value of these rights to date. The recoverable amount of these rights has been determined on a
value-in-use basis, using discounted cash-flow projections for a twenty-year period for each route that has an
individual landing right. The calculation of value-in-use is most sensitive to the operating margin and discount
rate assumptions. Operating margins are based on the existing margins generated from these routes and adjusted
for any known trading conditions. The trading environment is subject to both regulatory and competitive
pressures that can have a material effect on the operating performance of the business. Foreseeable events,
however, are unlikely to result in a change of projections of a significant nature so as to result in the landing
rights’ carrying amounts exceeding their recoverable amounts. These projections have been discounted based on
the estimated discount rate applicable to the asset of 4.0% for 2015, 5.3% for 2014 and 7.0% for 2013.

Available-for-sale financial assets

2015
€M

At March 31,
2014
€M

2013
€M

Investment in Aer Lingus ......................................................................................... 371.0

260.3

221.2

As at March 31, 2015 Ryanair’s total percentage shareholding in Aer Lingus was 29.8% (2014: 29.8%;
2013: 29.8%). The balance sheet value of €371.0 million (2014: €260.3 million; 2013: €221.2 million) reflects
the market value of this investment as at March 31, 2015. In accordance with the Company’s accounting policy,
this asset is held at fair value with a corresponding adjustment to other comprehensive income following initial
acquisition. Any impairment losses that arise are recognised in the income statement and are not subsequently
reversed. Any cumulative loss previously recognised in other comprehensive income is transferred to the
income statement once an impairment is considered to have occurred.

174

The movement on the available for sale financial asset from €260.3 million at March 31, 2014 to
€371.0 million at March 31, 2015 is comprised of a gain of €110.7 million, recognised through other
comprehensive income, reflecting the increase in the share price of Aer Lingus from €1.64 per share at March
31, 2014 to approximately €2.33 per share at March 31, 2015.

This investment is classified as available-for-sale, rather than as an investment in an associate, because
the Company does not have control or the power to exercise “material influence” over the entity. The
Company's determination that it does not have control, or even exercise a “significant influence” over Aer
Lingus through its minority shareholding has been based on the following factors, in particular:

 Ryanair does not have any representation on the Aer Lingus Board of Directors, nor does it have a right to

appoint a director;

 Ryanair does not participate in Aer Lingus’ policy-making decisions, nor does it have a right to participate

in such policy-making decisions;

 There are no material transactions between Ryanair and Aer Lingus, there is no interchange of personnel

between the two companies and there is no sharing of technical information between the companies;

 Aer Lingus and its significant shareholder (the Irish government: 25.1%) have openly opposed Ryanair’s

investment or participation in the company;



In August 2007, September 2007 and November/December 2011, Aer Lingus refused Ryanair’s attempt to
assert its statutory right to requisition a general meeting (a legal right of any 10% shareholder under Irish
law);

 On April 15, 2011, the High Court in Dublin ruled that Aer Lingus was not obliged to accede to Ryanair’s
request that two additional resolutions (on the payment of a dividend and on payments to pension schemes)
be put to vote at Aer Lingus’ annual general meeting;

 The European Commission has formally found that Ryanair’s shareholding in Aer Lingus does not grant
Ryanair “de jure or de facto control of Aer Lingus” and that “Ryanair’s rights as a minority shareholder
are associated exclusively to rights related to the protection of minority shareholders” (Commission
Decision Case No. COMP/M.4439 dated October 11, 2007). The European Commission’s finding has been
confirmed by the European Union's General Court which issued a decision on July 6, 2010 that the
European Commission was justified to use the required legal and factual standard in its refusal to order
Ryanair to divest its minority shareholding in Aer Lingus and that, as part of that decision, Ryanair’s
shareholding did not confer control of Aer Lingus (Judgment of the General Court (Third Chamber) Case
No. T-411/07 dated July 6, 2010); and

 On February 27, 2013 the European Commission prohibited Ryanair’s bid made on June 19, 2012, to
acquire the entire share capital of Aer Lingus on the claimed basis that it would be incompatible with the
EU internal market. Ryanair appealed this decision to the EU General Court on May 8, 2013. The
judgment of the EU General Court is expected in 2016 and may affirm or annul the decision of the
European Commission.

Following the European Commission’s decision to prohibit its offer for Aer Lingus, Ryanair actively engaged
with the UK Competition Commission’s (Competition Commission) investigation of the minority stake. On
August 28, 2013, the Competition Commission issued its final decision in which it found that Ryanair’s
shareholding “gave it the ability to exercise material influence over Aer Lingus” and “had led, or may be
expected to lead, to a substantial lessening of competition in the markets for air passenger services between
Great Britain and Ireland”. As a result of its findings, the Competition Commission ordered Ryanair to reduce
its shareholding in Aer Lingus to below 5 per cent of Aer Lingus’ issued ordinary shares. Ryanair appealed the
Competition Commission’s final decision to the Competition Appeal Tribunal (CAT) on September 23, 2013.
The CAT rejected Ryanair’s appeal on March 7, 2014. On April 23, 2014, the CAT granted Ryanair permission
to appeal the CAT’s judgment to the UK Court of Appeal. The UK Court of Appeal rejected Ryanair’s appeal
on February 12, 2015. On March 12, 2015, Ryanair applied to the UK Supreme Court for permission to appeal
the judgment of the UK Court of Appeal. On July 14, 2015 the Supreme Court refused permission, bringing the
appeal process against the Competition Commission’s final decision to conclusion.

175

Moreover, on February 12, 2015, Ryanair applied to the Competition and Markets Authority (formerly
the Competition Commission) for a review of its August 28, 2013 decision on the basis that the proposed offer
by the International Airlines Group (IAG) for Aer Lingus, announced in December 2014, amounted to a
material change of circumstances which necessitated such review and the setting aside of the divestment order.
On June 11, 2015 the Competition and Markets Authority adopted a decision in which it claimed that the IAG
proposed bid did not amount to a material change of circumstances, and imposed its divestment order. Ryanair
appealed this decision and imposition of the divestment order to the CAT. On July 15, 2015 the CAT dismissed
Ryanair’s appeal. Ryanair is currently preparing an application for permission to appeal this ruling to the UK
Court of Appeal.

176

Derivative financial instruments

The Audit Committee of the Board of Directors has responsibility for monitoring the treasury policies
and objectives of the Company, which include controls over the procedures used to manage the main financial
risks arising from the Company’s operations. Such risks comprise commodity price, foreign exchange and
interest rate risks. The Company uses financial instruments to manage exposures arising from these risks. These
instruments include borrowings, cash deposits and derivatives (principally jet fuel derivatives, interest rate
swaps, cross-currency interest rate swaps and forward foreign exchange contracts). It is the Company’s policy
that no speculative trading in financial instruments takes place.

The Company’s historical fuel risk management policy has been to hedge between 70% and 90% of the
forecast rolling annual volumes required to ensure that the future cost per gallon of fuel is locked in. This policy
was adopted to prevent the Company being exposed, in the short term, to adverse movements in global jet fuel
prices. However, when deemed to be in the best interests of the Company, it may deviate from this policy. At
March 31, 2015, 2014 and 2013, the Company had hedged approximately 90% of its estimated fuel exposure for
the next fiscal year.

Foreign currency risk in relation to the Company’s trading operations largely arises in relation to non-
euro currencies. These currencies are primarily U.K. pounds sterling and the U.S. dollar. The Company manages
this risk by matching U.K. pounds sterling revenues against U.K. pounds sterling costs. Surplus U.K. pounds
sterling revenues are sometimes used to fund forward foreign exchange contracts to hedge U.S. dollar currency
exposures that arise in relation to fuel, maintenance, aviation insurance, and capital expenditure costs and excess
U.K. pounds sterling are converted into euro. Additionally, the Company swaps euro for U.S. dollars using
forward currency contracts to cover any expected U.S. dollar outflows for these costs. From time to time, the
Company also swaps euro for U.K. pounds sterling using forward currency contracts to hedge expected future
surplus U.K. pounds sterling. From time to time the Company also enters into cross-currency interest rate swaps
to hedge against fluctuations in foreign exchange rates and interest rates in respect of U.S. dollar denominated
borrowings.

The Company’s objective for interest rate risk management is to reduce interest-rate risk through a
combination of financial instruments, which lock in interest rates on debt and by matching a proportion of
floating rate assets with floating rate liabilities. In addition, the Company aims to achieve the best available
return on investments of surplus cash – subject to credit risk and liquidity constraints. Credit risk is managed by
limiting the aggregate amount and duration of exposure to any one counterparty based on third-party market-
based ratings. In line with the above interest rate risk management strategy, the Company has entered into a
series of interest rate swaps to hedge against fluctuations in interest rates for certain floating rate financial
arrangements and certain other obligations. The Company has also entered into floating rate financing for
certain aircraft, which is matched with floating rate deposits. Additionally, certain cash deposits have been set
aside as collateral for the counterparty’s exposure to risk of fluctuations on certain derivative arrangements with
Ryanair (restricted cash). At March 31, 2015, such restricted cash amounted to €6.7 million (2014: €13.3
million; 2013: €24.7 million). Additional numerical information on these swaps and on other derivatives held by
the Company is set out below and in Note 11 to the consolidated financial statements.

177

The Company utilises a range of derivatives designed to mitigate these risks. All of the above
derivatives have been accounted for at fair value in the Company’s balance sheet and have been utilised to
hedge against these particular risks arising in the normal course of the Company’s business. All have been
designated as hedging derivatives for the purposes of IAS 39 and are fully set out below.

Derivative financial instruments, all of which have been recognised at fair value in the Company’s

balance sheet, are analysed as follows:

2015

At March 31,
2014
€M

2013
€M

Non-current assets
Gains on cash-flow hedging instruments – maturing after one year ....................................................

554.5
554.5

Current assets
Gains on cash flow hedging instruments – maturing within one year ..................................................

744.4
744.4

Total derivative assets .......................................................................................................................

1,298.9

Current liabilities
Losses on cash flow hedging instruments – maturing within one year ................................................

(811.7)
(811.7)

Non-current liabilities
Losses on cash flow hedging instruments – maturing after one year ...................................................

Total derivative liabilities ..................................................................................................................

Net derivative financial instrument position at year-end ..............................................................

413.8

All of the above gains and losses were unrealised at the period-end.

The table above includes the following derivative arrangements:

(73.4)
(73.4)
(885.1)

0.4
0.4

16.7
16.7

17.1

(95.4)
(95.4)

(43.2)
(43.2)
(138.6)

(121.5)

5.1
5.1

78.1
78.1

83.2

(31.8)
(31.8)

(50.1)
(50.1)
(81.9)

1.3

Fair value
2015 (a)
€M

Fair value
2014 (a)
€M

Fair value
2013 (a)
€M

Interest rate swaps (b)
Less than one year (c). ......................................................................................... (7.4)
Between one and five years ................................................................................. (3.5)
0.2
After five years ....................................................................................................
(10.7)

Foreign currency forward contracts (b)
Less than one year ............................................................................................... 702.2
Between one and five years ................................................................................. 534.0
1.5
After five years .................................................................................................... .
1,237.7

Commodity forward contracts (d)
Less than one year ............................................................................................... (762.1)
Between one and five years ................................................................................. . (51.1)
(813.2)
Net derivative position at year end ................................................................... 413.8

(31.0)
(40.9)
(0.5)
(72.4)

(64.4)
(0.7)
(1.1)
(66.2)

16.7
0.4
17.1
(121.5)

(31.8)
(49.9)
(0.2)
(81.9)

42.3
5.1
-
47.4

35.8
-
35.8
1.3

(a) The derivative arrangements in the above table have been netted for disclosure purposes only. The amounts included

on the Balance Sheet are gross amounts as the Company does not qualify for netting.

(b) Additional information in relation to the above interest rate swaps and forward currency contracts (i.e. notional value

and weighted average interest rates) can be found in Note 11 to the consolidated financial statements.

178

(c)

€7.4 million interest rate swap financial liabilities falling due within one year, is net of €4.5 million derivative financial
assets, falling due within one year, in respect of cross currency interest rate swaps (see Note 11 to the consolidated
financial statements).

(d) €813.2 million commodity forward contracts relate solely to jet fuel derivative financial assets (see Note 11 of the

consolidated financial statements).

Interest rate swaps are primarily used to convert a portion of the Company’s floating rate exposures on
borrowings and operating leases into fixed rate exposures and are set so as to match exactly the critical terms of
the underlying debt or lease being hedged (i.e. notional principal, interest rate settings, re-pricing dates). These
are all designated in cash-flow hedges of the forecasted variable interest payments and rentals due on the
Company’s underlying debt and operating leases and have been determined to be highly effective in achieving
offsetting cash flows. Accordingly, no ineffectiveness has been recorded in the income statement relating to
these hedges in the current and preceding years.

The Company also utilises cross currency interest rate swaps to manage exposures to fluctuations in
foreign exchange rates of U.S. dollar denominated floating rate borrowings, together with managing the
exposures to fluctuations in interest rates on these U.S. dollar denominated floating rate borrowings. Cross
currency interest rate swaps are primarily used to convert a portion of the Company’s U.S. dollar denominated
debt to euro and floating rate interest exposures into fixed rate exposures and are set so as to match exactly the
critical terms of the underlying debt being hedged (i.e. notional principal, interest rate settings, re-pricing dates).
These are all designated in cash-flow hedges of the forecasted U.S. dollar variable interest payments on the
Company’s underlying debt and have been determined to be highly effective in achieving offsetting cash flows.
Accordingly, no ineffectiveness has been recorded in the income statement relating to these hedges in the
current year.

Foreign currency forward contracts may be utilised in a number of ways: forecast U.K. pounds sterling
and euro revenue receipts are converted into U.S. dollars to hedge against forecasted U.S. dollar payments
principally for jet fuel, insurance, capital expenditure and other aircraft related costs. These are designated in
cash-flow hedges of forecasted U.S. dollar payments and have been determined to be highly effective in
offsetting variability in future cash flows arising from the fluctuation in the U.S. dollar to U.K. pounds sterling
and euro exchange rates for the forecasted U.S. dollar purchases. Because the timing of anticipated payments
and the settlement of the related derivatives is very closely coordinated, no ineffectiveness has been recorded for
these foreign currency forward contracts in the current or preceding years (the underlying hedged items and
hedging instruments have been consistently closely matched).

The Company also utilises jet fuel forward contracts to manage exposure to jet fuel prices. These are
used to hedge the Company’s forecasted fuel purchases, and are arranged so as to match as closely as possible
against forecasted fuel delivery and payment requirements. These are designated in cash-flow hedges of
forecasted fuel payments and have been determined to be highly effective in offsetting variability in future cash
flows arising from fluctuations in jet fuel prices. No ineffectiveness has been recorded on these arrangements in
the current or preceding years.

The European Union Emissions Trading System (EU ETS) began operating for airlines on January 1,
2012. In order to manage the risks associated with the fluctuation in the price of carbon emission credits, the
Company entered into swap arrangements to fix the cost of a portion of its forecasted carbon emission credit
purchases. The Company can forecast its requirement for carbon credits as they are directly linked to its
consumption of jet fuel. These instruments have been designated in cash-flow hedges and no ineffectiveness has
been recorded in the current year.

The (gains)/losses on the aircraft firm commitments are recognised as part of the capitalised cost of
aircraft additions, within property, plant and equipment. The (gains)/losses on interest rate swaps, commodity
forward contracts and forward currency contracts (excluding aircraft firm commitments) are recognised in the
income statement when the hedged transaction occurs.

179

The following table indicates the amounts that were reclassified from other comprehensive income into
the income statement, analysed by income statement category, in respect of cash-flow hedges realised during the
year:

2015

Year ended March 31,
2014
€M

2013
€M

Commodity forward contracts
Reclassification adjustments for losses/(gains) recognised in fuel
and oil operating expenses, net of tax ..........................................................................
135.4
Interest rate swaps
Reclassification adjustments for losses recognised
in finance expense, net of tax ........................................................................................ 18.9
Foreign currency forward contracts
Reclassification adjustments for losses/(gains) recognised in fuel
(86.0)
and oil operating expenses, net of tax ............................................................................
68.3

0.7

(38.0)

24.0

25.9

(0.3)
24.4

(2.3)
(14.4)

The following table indicates the amounts that were reclassified from other comprehensive income into
the capitalised cost of aircraft additions within property, plant and equipment, in respect of cash-flow hedges
realised during the year:

Foreign currency forward contracts
Recognised in property plant and equipment – aircraft additions .......

Year ended March 31,
2014
€M

2013
€M

2015
€M

(40.0)
(40.0)

(0.1)
(0.1)

4.7
4.7

The following tables indicate the periods in which cash flows associated with derivatives that are

designated as cash-flow hedges were expected to occur, as of March 31, 2015, 2014 and 2013:

At March 31, 2015
Interest rate swaps ..............................
U.S. dollar currency forward
contracts .............................................
U.K. pounds sterling currency
forward contracts ................................
Commodity forward contracts ............

At March 31, 2014
Interest rate swaps ..............................
U.S. dollar currency forward
contracts .............................................
U.K. pounds sterling currency
forward contracts ................................
Commodity forward contracts ............

Carrying
Amount
€M

Expected
Cash
Flows
€M

2016
€M

2017
€M

2018
€M

2019
€M

Thereafter
€M

(10.7)

(17.7)

(12.5)

(6.3)

0.6

(0.5)

1,262.2

1,283.3

726.7

424.2

125.4

(24.5)
(813.2)
413.8

(24.5)
(813.2)
427.9

(24.5)
(762.1)
(72.4)

-
(51.1)
366.8

-
-
126.0

2.9

-
-
2.4

0.9

4.1

-
-
5.0

Carrying
Amount
€M

Expected
Cash
Flows
€M

2015
€M

2016
€M

(72.4)

(51.0)

(22.0)

(17.6)

(66.4)

(66.7)

(64.6)

0.3

0.2
17.1
(121.5)

0.2
17.1
(100.4)

0.2
16.7
(69.7)

-
0.4
(16.9)

2017
€M

(9.2)

(0.4)

-
-
(9.6)

2018
€M

Thereafter
€M

(1.6)

(0.3)

-
-
(1.9)

(0.6)

(1.7)

-
-
(2.3)

180

At March 31, 2013
Interest rate swaps ..............................
U.S. dollar currency forward
contracts .............................................
Commodity forward contracts ............

Carrying
Amount
€M

Expected
Cash
Flows
€M

2014
€M

2015
€M

2016
€M

2017
€M

Thereafter
€M

(81.9)

(72.3)

(27.1)

(22.0)

(14.6)

47.4
35.8
1.3

48.5
35.8
12.0

42.3
35.8
51.0

1.6
-
(20.4)

1.7
-
(12.9)

(7.3)

1.8
-
(5.5)

(1.3)

1.1
-
(0.2)

Derivative transactions entered into by the Company with a particular counterparty are not settled net

and there are no provisions within these agreements to off-set similar transactions.

The Company entered into a series of interest rate swaps to hedge against fluctuations in interest rates
for certain floating rate financing of certain aircraft. Cash deposits are required to be set aside as collateral for
certain historic interest rate swaps to mitigate the counterparty’s exposure to fluctuations in the underlying
interest rate swaps. The following table sets out the carrying amounts of recognised financial instruments that
are subject to the above agreements:

2015
€M

At March 31,
2014
€M

2013
€M

Gross financial instruments in the statement of financial
position
Derivative financial liabilities

Interest rate swaps .....................................................................................................................

(4.5)

(11.0)

Related financial instruments that are not offset
- Restricted Cash ......................................................................................................................... Restricted cash
Net amount

13.3
2.3

6.7
2.2

(21.6)

24.7
3.1

The following tables indicate the periods in which cash flows associated with derivatives designated as

cash-flow hedges were expected to impact profit or loss, as of March 31, 2015, 2014 and 2013:

At March 31, 2015
Interest rate swaps ..............................
U.S. dollar currency forward
contracts .............................................
U.S. dollar currency forward
contracts to be capitalised in
property plant & equipment- aircraft
additions .............................................
U.K. pounds sterling currency
forward contracts ................................
Commodity forward contracts ............

Carrying
Amount
€M

Expected
Cash
flows
€M

2016
€M

2017
€M

2018
€M

2019
€M

Thereafter
€M

(10.7)

(17.7)

(12.5)

(5.8)

647.6

654.6

469.6

172.1

614.6

628.7

11.2

22.1

(24.5)
(813.2)
413.8

(24.5)
(813.2)
427.9

(24.5)
(762.1)
(318.3)

-
(51.1)
137.3

0.8

5.9

27.3

-
-
34.0

(0.5)

2.9

27.3

-
-
29.7

0.3

4.1

540.8

-
-
545.2

181

At March 31, 2014
Interest rate swaps ..............................
U.S. dollar currency forward
contracts .............................................
U.S. dollar currency forward
contracts to be capitalised in
property plant & equipment- aircraft
additions .............................................
U.K. pounds sterling currency
forward contracts ................................
Commodity forward contracts ............

Carrying
Amount
€M

Expected
Cash
flows
€M

2015
€M

2016
€M

(72.4)

(51.0)

(22.0)

(17.6)

(51.4)

(51.7)

(50.6)

1.3

(15.0)

(14.0)

(1.0)

0.2
17.1

0.2
16.7

-
0.4

2017
€M

(9.2)

(0.4)

-
-

2018
€M

(1.6)

(0.3)

Thereafter
€M

(0.6)

(1.7)

-
-

(121.5)

(100.4)

(69.7)

(16.9)

(9.6)

(1.9)

(2.3)

Carrying
Amount
€M

Expected
Cash
flows
€M

2014
€M

2015
€M

2016
€M

2017
€M

Thereafter
€M

(81.9)

(72.3)

(27.1)

(22.0)

(14.6)

47.4
35.8

1.3

48.5
35.8

12.0

42.3
35.8

51.0

1.6
-

1.7
-

(20.4)

(12.9)

(7.3)

1.8
-

(5.5)

(1.3)

1.1
-

(0.2)

At March 31, 2013
Interest rate swaps ..............................
U.S. dollar currency forward
contracts .............................................
Commodity forward contracts ............

Inventories

2015

€M

At March 31,
2014

€M

2013

€M

Consumables ............................................................................................................. 2.1

2.5

2.7

In the view of the directors, there are no material differences between the net realisable value of

inventories and the balance sheet amounts.

Other assets

2015
€M

At March 31,
2014
€M

2013
€M

Prepayments ............................................................................................................ 133.9
Interest receivable ................................................................................................... 4.8
138.7

121.6
2.6
124.2

64.9
2.8
67.7

All amounts fall due within one year.

182

Trade receivables

2015
€M

At March 31,
2014
€M

2013
€M

Trade receivables .............................................................................................................. 60.2
(0.1)
Allowance for impairment ................................................................................................
60.1

58.2
(0.1)
58.1

56.2
(0.1)
56.1

All amounts fall due within one year.

There has been no change to the allowance for impairment during the year (2014: Nil; 2013: Nil).

There were no bad debt write-offs in the year (2014: Nil; 2013: Nil).

No individual customer accounted for more than 10% of our accounts receivable at March 31, 2015, at

March 31, 2014 or at March 31, 2013.

At March 31, 2015, €1.1 million (2014: €1.4 million; 2013: €1.1 million) of our total accounts
receivable balance were past due, of which €0.1 million (2014: €0.1 million; 2013: €0.1 million) was impaired
and provided for and €1.0 million (2014: €1.3 million; 2013: €1.0 million) was considered past due but not
impaired.

Restricted cash

Restricted cash consists of €6.7 million (2014: €13.3 million; 2013: €24.7 million) placed on deposit as

collateral for certain derivative financial instrument arrangements entered into by the Company.

Accrued expenses and other liabilities

2015
€M

At March 31,
2014
€M

Accruals .............................................................................................................................
417.1
Taxation .............................................................................................................................
433.3
1,087.8
Unearned revenue ..............................................................................................................
1,938.2

397.8
308.1
855.3
1,561.2

Taxation comprises:

2015
€M

At March 31,
2014
€M

PAYE (payroll taxes) ......................................................................................................... 9.7
423.6
Other tax (principally air passenger duty in various countries) ..........................................
433.3

6.7
301.4
308.1

Financial instruments and financial risk management

2013
€M

431.6
251.5
658.3
1,341.4

2013
€M

5.2
246.3
251.5

The Company utilises financial instruments to reduce exposures to market risks throughout its
business. Borrowings, cash and cash equivalents and liquid investments are used to finance the Company’s
operations. Derivative financial instruments are contractual agreements with a value that reflects price
movements in an underlying asset. The Company uses derivative financial instruments, principally jet fuel
derivatives, interest rate swaps, cross-currency interest rate swaps and forward foreign exchange contracts to
manage commodity risks, interest rate risks and currency exposures and to achieve the desired profile of fixed
and variable rate borrowings and leases in appropriate currencies. It is the Company’s policy that no speculative
trading in financial instruments shall take place.

183

The main risks attaching to the Company’s financial instruments, the Company’s strategy and approach
to managing these risks, and the details of the derivatives employed to hedge against these risks have been
disclosed in Note 5 to the consolidated financial statements.

(a)

Financial assets and financial liabilities – fair values
The carrying value and fair value of the Company’s financial assets by class and measurement category

at March 31, 2015, 2014 and 2013 were as follows:

Available
For Sale
€M

Cash-
Flow
Hedges
€M

Loans and
Receivables
€M

Total
Carrying
Value
€M

At March 31, 2015
Available-for-sale financial assets ..............................................................................................
Cash and cash equivalents ..........................................................................................................
Financial asset: cash > 3 months .................................................................................................
Restricted cash ............................................................................................................................
Derivative financial instruments:-
- U.S. dollar currency forward contracts .....................................................................................
- Interest rate swaps ....................................................................................................................
- Jet fuel derivative contracts ......................................................................................................
Trade receivables ........................................................................................................................
Other assets .................................................................................................................................

1,262.2
21.3
15.4
-
-

371.0
-
-
-

-
1,184.6
3,604.6
6.7

-
-
-
60.1
4.8

-
-
-
-
-

-
-
-
-

371.0
1,184.6
3,604.6
6.7

1,262.2
21.3
15.4
60.1
4.8

Total Fair
Value
€M

371.0

1,262.2
21.3
15.4

Total financial assets at March 31, 2015 .....................................................................................

371.0

1,298.9

4,860.8

Available
For Sale
€M

Cash-
Flow
Hedges
€M

Loans and
Receivables
€M

At March 31, 2014
Available-for-sale financial assets ..............................................................................................
Cash and cash equivalents ..........................................................................................................
Financial asset: cash > 3 months .................................................................................................
Restricted cash ............................................................................................................................
Derivative financial instruments:-
- Jet fuel derivative contracts ......................................................................................................
Trade receivables ........................................................................................................................
Other assets .................................................................................................................................

260.3
-
-
-

-
1,730.1
1,498.3
13.3

17.1
-
-

-
58.1
2.6

-
-
-
-

-
-
-

Total financial assets at March 31, 2014 .....................................................................................

17.1

3,302.4

260.3

6,530.7

1,669.9

Total
Carrying
Value

€M

260.3
1,730.1
1,498.3
13.3

17.1
58.1
2.6

Total Fair
Value

€M

260.3

17.1

3,579.8

277.4

Available
For Sale
€M

Cash-
Flow
Hedges
€M

Loans and
Receivables
€M

Total
Carrying
Value
€M

At March 31, 2013
Available-for-sale financial assets ..............................................................................................
Cash and cash equivalents ..........................................................................................................
Financial asset: cash > 3 months .................................................................................................
Restricted cash ............................................................................................................................
Derivative financial instruments:-
- U.S. dollar currency forward contracts .....................................................................................
- Jet fuel derivative contracts ......................................................................................................
- Carbon derivative contracts ......................................................................................................
Trade receivables ........................................................................................................................
Other assets .................................................................................................................................
Total financial assets at March 31, 2013 .....................................................................................

-
-
-
-
-
221.2

-
-
-
56.1
2.8
3,617.9

-
1,240.9
2,293.4
24.7

47.4
35.0
0.8
-
-
83.2

221.2
-
-
-

-
-
-
-

221.2
1,240.9
2,293.4
24.7

47.4
35.0
0.8
56.1
2.8
3,922.3

Total Fair
Value
€M

221.2

47.4
35.0
0.8

304.4

The Company has not disclosed the fair value of the financial instruments: cash and cash equivalents, financial
assets: cash > 3 months, restricted cash, trade receivables and other assets because their carrying amounts are a
reasonable approximation of their fair values due to the short term nature of the instruments.

184

The carrying values and fair values of the Company’s financial liabilities by class and category were as follows:

Liabilities at
Amortised
Cost
€M

Cash-Flow
Hedges
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

At March 31, 2015
Current and non-current maturities of debt..................................................................................
Derivative financial instruments:-
-GBP currency forward contracts ............................................................................................
-Jet fuel derivative contracts ....................................................................................................
-Interest rate swaps ..................................................................................................................
Trade payables ............................................................................................................................
Accrued expenses ........................................................................................................................

-
-
-
196.5
417.1

24.5
828.7
31.9
-
-

4,431.6

Total financial liabilities at March 31, 2015 ................................................................................

5,045.2

885.1

At March 31, 2014
Current and non-current maturities of debt..................................................................................
Derivative financial instruments:-
- Interest rate swaps .................................................................................................................
- Foreign exchange forward contracts .....................................................................................
Trade payables ............................................................................................................................
Accrued expenses ........................................................................................................................

-
-
150.0
397.8

72.4
66.2
-
-

3,083.6

Total financial liabilities at March 31, 2014 ................................................................................

3,631.4

138.6

At March 31, 2013
Current and non-current maturities of debt..................................................................................
Derivative financial instruments:-
-Interest rate swaps ..................................................................................................................
Trade payables ............................................................................................................................
Accrued expenses ........................................................................................................................
Total financial liabilities at March 31, 2013 ................................................................................

-
138.3
431.6
4,068.2

81.9
-
-
81.9

3,498.3

4,431.6

4,529.6

24.5
828.7
31.9

24.5
828.7
31.9
196.5
417.1

5,930.3

5,414.7

3,083.6

3,128.8

72.4
66.2

72.4
66.2
150.0
397.8

3,770.0

3,267.4

3,498.3

3,555.7

81.9
138.3
431.6
4,150.1

81.9

3,637.6

The Company has not disclosed the fair value for financial liabilities such as trade payables and accrued expenses because
their carrying amounts are a reasonable approximation of their fair values due to the short term nature of the instruments.

Estimation of fair values

Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly
transaction between market participants at the measurement date. The following methods and assumptions were
used to estimate the fair value of each material class of the Company’s financial instruments:

Financial instruments measured at fair value

Derivatives – interest rate swaps: Discounted cash-flow analyses have been used to determine the

Available-for- sale: The fair value of available-for-sale financial assets is their quoted market bid price


at the balance sheet date. (Level 1)

fair value, taking into account current market inputs and rates. (Level 2)

Derivatives – currency forwards, aircraft fuel contracts and carbon swaps: A comparison of the
contracted rate to the market rate for contracts providing a similar risk profile at March 31, 2015 has been used
to establish fair value. The Company’s credit risk and counterparties credit risk is taken into account when
establishing fair value. (Level 2)

185

Financial instruments not measured at fair value

 Fixed-rate long-term debt: The repayments which Ryanair is committed to make have been discounted at
the relevant market rates of interest applicable (including credit spreads) at the relevant reporting year end date
to arrive at a fair value representing the amount payable to a third party to assume the obligations.

There were no significant changes in the business or economic circumstances during the year to March

31, 2015 that affect the fair value of the Company’s Financial Assets and Financial Liabilities.

The table below analyses financial instruments carried at fair value in the balance sheet categorised by the type
of valuation method used. The different valuation levels are defined as follows:

 Level 1: Inputs are based on unadjusted quoted prices in active markets for identical instruments.

 Level 2: Inputs are based on quoted prices for identical or similar instruments in markets that are
not active, quoted prices for similar instruments in active markets, and model-based valuation
techniques for which all significant assumptions are observable in the market or can be
corroborated by observable market data for substantially the full term of the asset or liability.

 Level 3: Inputs for the asset or liability are not based on observable market data.

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

At March 31, 2015
Assets measured at fair value
Available-for-sale financial asset .............................................................................
Cash-flow hedges – U.S. dollar currency forward contracts ....................................
Cash-flow hedges – jet fuel derivative contracts ......................................................
Cash-flow hedges – interest rate swaps ....................................................................

371.0
-
-
-
371.0

Liabilities measured at fair value
Cash-flow hedges – GBP currency forward contracts ..............................................
Cash-flow hedges – jet fuel derivative contracts ......................................................
Cash-flow hedges – interest rate swaps ....................................................................
Cash-flow hedges – carbon derivative contracts ......................................................

-
-
-
-
-

Liabilities not measured at fair value
Long-term debt .........................................................................................................

-
-

-
1,262.2
15.4
21.3
1,298.9

(24.5)
(828.7)
(31.9)
-
(885.1)

4,529.6
4,529.6

-
-
-
-
-

-
-

371.0
1,262.2
15.4
21.3
1,669.9

(24.5)
(828.7)
(31.9)
-
(885.1)

4,529.6
4,529.6

During the year ended March 31, 2015, there were no transfers between Level 1 and Level 2 fair-value

measurements, and no transfers into or out of Level 3 fair-value measurement.

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

At March 31, 2014
Assets measured at fair value
Available-for-sale financial asset .............................................................................
Cash-flow hedges – jet fuel derivative contracts ......................................................

260.3
-
260.3

Liabilities measured at fair value
Cash-flow hedges – interest rate swaps ....................................................................
Cash-flow hedges – Foreign exchange forward contracts .......................................

-
-
-

Liabilities not measured at fair value
Long-term debt .........................................................................................................

-
-

-
17.1
17.1

72.4
66.2
138.6

3,128.8
3,128.8

-
-
-

-
-

260.3
17.1
277.4

72.4
66.2
138.6

3,128.8
3,128.8

During the year ended March 31, 2014, there were no transfers between Level 1 and Level 2 fair-value

measurements, and no transfers into or out of Level 3 fair-value measurement.

186

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

At March 31, 2013
Assets measured at fair value
Available-for-sale financial asset .............................................................................
Cash-flow hedges – U.S. dollar currency forward contracts ....................................
Cash-flow hedges – jet fuel derivative contracts ......................................................
Cash-flow hedges –carbon derivative contracts .......................................................

221.2
-
-
-
221.2

Liabilities measured at fair value
Cash-flow hedges – interest rate swaps ....................................................................

-
-

-
47.4
35.0
0.8
83.2

(81.9)
(81.9)

-
-
-
-
-

-
-

221.2
47.4
35.0
0.8
304.4

(81.9)
(81.9)

During the year ended March 31, 2013, there were no transfers between Level 1 and Level 2 fair-value

measurements, and no transfers into or out of Level 3 fair-value measurement.

(b)

Commodity risk

The Company’s exposure to price risk in this regard is primarily for jet fuel used in the normal course

of operations.

At the year-end, the Company had the following jet fuel and carbon arrangements in place:

Carbon swaps – fair value ........................................................................................
-
Jet fuel forward contracts – fair value ...................................................................... (813.2)
(813.2)

-
17.1
17.1

2015
€M

At March 31,
2014
€M

2013
€M

0.8
35.0
35.8

All of the above commodity contracts are matched against highly probable forecast commodity cash

flows.

(c)

Maturity and interest rate risk profile of financial assets and financial liabilities

At March 31, 2015, the Company had total borrowings of €4,431.6 million (2014: €3,083.6 million;
2013: €3,498.3 million) from various financial institutions, provided primarily on the basis of guarantees
granted by the Export-Import Bank of the United States to finance the acquisition of 202 Boeing 737-800 “next
generation” aircraft (2014: 210; 2013: 210). The guarantees are secured with a first fixed mortgage on the
delivered aircraft. The remaining long-term debt relates to two unsecured eurobonds for $850 million each, 26
aircraft held under finance leases (2014: 30; 2014: 30), 6 aircraft financed by way of other commercial debt
(2014: 6; 2014: 6).

The maturity profile of the Company’s financial liabilities (excluding derivative financial liabilities,

aircraft provisions, trade payables and accrued expenses) at March 31, 2015 was as follows:

Weighted
average
fixed rate
(%)

2.70%
1.48%

3.36%

2.25%
2.82%

Fixed rate
Secured long term-debt .................
Unsecured long term-debt .............
Debt swapped from floating to

fixed ...........................................

Secured long-term
debt after swaps ...........................
Finance leases ...............................
Total fixed rate debt ......................

2016
€M

2017
€M

2018
€M

2019
€M

Thereafter
€M

Total
€M

93.9
7.1

97.1
7.1

96.1
7.1

71.7
7.1

185.9
1,705.1

544.7
1.733.5

159.0

147.1

242.9

158.5

295.4

1,002.9

260.0
-
260.0

251.3
46.5
297.8

346.1
61.2
407.3

237.3
65.1
302.4

2,186.4
101.6
2,288.0

3,281.1
274.4
3,555.5

187

Weighted
average
fixed rate
(%)

2016
€M

2017
€M

2018
€M

2019
€M

Thereafter
€M

Total
€M

Floating rate
Secured long-term debt .................
Debt swapped from floating to

fixed ...........................................

Secured long-term debt after

swaps .........................................
Finance leases ...............................
Total floating rate debt ..................
Total financial liabilities ...............

248.8

239.0

338.4

249.4

469.4

1,545.1

(159.0)

(147.1)

(242.9)

(158.5)

(295.4)

(1,002.9)

0.50%
1.27%
0.79%

89.8
49.8
139.6
399.6

91.9
66.9
158.8
456.6

95.5
70.7
166.2
573.5

90.9
62.6
153.5
455.9

174.0
83.9
257.9
2,545.9

542.1
333.9
876.1
4,431.5

All of the above debt maturing after 2019 will mature between fiscal 2019 and fiscal 2025.

The maturity profile of the Company’s financial liabilities (excluding derivative financial liabilities,

aircraft provisions, trade payables and accrued expenses) at March 31, 2014 was as follows:

Weighted
average
fixed rate
(%)

2.93%

3.79%

3.30%
2.81%

2015
€M

2016
€M

2017
€M

2018
€M

Thereafter
€M

Total
€M

90.9

93.9

97.1

96.1

257.7

635.7

171.9

150.7

138.5

207.3

430.5

1,098.9

262.8
41.6
304.4

244.6
-
244.6

235.6
45.6
281.2

303.4
59.8
363.2

688.2
162.4
850.6

1,734.6
309.4
2,044.0

261.8

240.5

230.6

302.7

695.5

1,731.1

(171.9)

(150.7)

(138.5)

(207.3)

(430.5)

(1,098.9)

0.74%
1.48%
1.03%

89.9
73.6
163.5
467.9

89.8
49.7
139.5
384.1

92.1
66.9
159.0
440.2

95.4
70.7
166.1
529.3

265.0
146.5
411.5
1,262.1

632.2
407.4
1,039.6
3,083.6

Fixed rate
Secured long term-debt .................
Debt swapped from floating to

fixed ...........................................

Secured long-term
debt after swaps ...........................
Finance leases ...............................
Total fixed rate debt ......................

Floating rate
Secured long-term debt .................
Debt swapped from floating to

fixed ...........................................

Secured long-term debt after

swaps .........................................
Finance leases ...............................
Total floating rate debt ..................
Total financial liabilities ...............

All of the above debt maturing after 2018 will mature between fiscal 2018 and fiscal 2025.

188

The maturity profile of the Company’s financial liabilities (excluding derivative financial liabilities,

aircraft provisions, trade payables and accrued expenses) at March 31, 2013 was as follows:

Weighted
average
fixed rate
(%)

2.93%

3.88%

3.36%
2.81%

2014
€M

2015
€M

2016
€M

2017
€M

Thereafter
€M

Total
€M

87.9

90.9

94.0

97.0

353.7

723.5

171.4

174.1

152.9

140.9

654.0

1,293.3

259.3
-
259.3

265.0
40.7
305.7

246.9
-
246.9

237.9
-
237.9

1,007.7
261.1
1,268.8

2,016.8
301.8
2,318.6

258.6

264.0

242.7

233.0

1,013.9

2,012.2

(171.4)

(174.1)

(152.9)

(140.9)

(654.0)

(1,293.3)

0.65%
1.42%
0.95%

87.2
53.4
140.6
399.9

89.9
55.8
145.7
451.4

89.8
67.5
157.3
404.2

92.1
66.9
159.0
396.9

359.9
217.2
577.1
1,845.9

718.9
460.8
1,179.7
3,498.3

Fixed rate
Secured long term-debt .................
Debt swapped from floating to

fixed ...........................................

Secured long-term debt after

swaps .........................................
Finance leases ...............................
Total fixed rate debt ......................

Floating rate
Secured long-term debt .................
Debt swapped from floating to

fixed ...........................................

Secured long-term debt after

swaps .........................................
Finance leases ...............................
Total floating rate debt ..................
Total financial liabilities ...............

All of the above debt maturing after 2017 will mature between fiscal 2017 and fiscal 2025.

The following provides an analysis of changes in borrowings during the year:

2015
€M

At March 31,
2014
€M

2013
€M

Balance at start of year ...................................................................................................... 3,083.6
Loans raised to finance aircraft acquisitions– denominated in euro .................................. 1,690.9
-
Loans raised to finance aircraft acquisitions– denominated in U.S. dollars ......................
Repayments of amounts borrowed .................................................................................... (419.7)
Foreign exchange loss/(gain) on conversion of U.S. dollar loans ..................................... 76.8
Balance at end of year .................................................................................................... 4,431.6

Less than one year ............................................................................................................ 399.6
More than one year ........................................................................................................... 4,032.0
4,431.6

3,498.3
-
-
(390.8)
(23.9)
3,083.6

467.9
2,615.7
3,083.6

3,625.2
82.8
151.8
(366.4)
4.9
3,498.3

399.9
3,098.4
3,498.3

189

The maturities of the contractual undiscounted cash flows (including estimated future interest payments

on debt) of the Company’s financial liabilities are as follows:

At March 31, 2015
Long term debt and finance
leases:-
-Fixed rate debt (excluding
Swapped debt) .........................
-Swapped to fixed rate debt
- Fixed rate debt ......................
- Floating rate debt ..................

Derivative financial instruments
- Interest rate swaps ................
- Currency forward contracts ..
- Commodity forward contracts
Trade payables ........................
Accrued expenses ....................

Total at March 31, 2014 ..........

2.29%
0.79%

At March 31, 2014
Long term debt and finance
leases:-
-Fixed rate debt (excluding
Swapped debt) ................................
-Swapped to fixed rate debt
- Fixed rate debt ............................. 3.23%
- Floating rate debt ......................... 1.03%

Derivative financial instruments
- Interest rate swaps .......................
- U.S dollar currency forward ........
Trade payables ...............................
Accrued expenses ...........................

Total at March 31, 2014 .................

At March 31, 2013
Long term debt and finance
leases:-
-Fixed rate debt (excluding
Swapped debt) ................................
-Swapped to fixed rate debt
- Fixed rate debt ............................. 3.23%
- Floating rate debt ......................... 1.03%

Derivative financial instruments
- Interest rate swaps .......................
Trade payables ...............................
Accrued expenses ...........................
Total at March 31, 2013 .................

Total
Carrying
Value
€M

Total
Contractual
Cash flows

€M

2016
€M

2017
€M

2018
€M

2019
€M

Thereafter

€M

2,552.7
1,002.9
3,555.6
876.0
4,431.6

31.9
24.5
828.7
196.5
417.1
5,930.3

2,827.9
1,059.5
3,887.4
903.6
4,791.0

30.9
24.5
828.7
196.5
417.1
6,288.7

147.0
183.6
330.6
146.9
477.5

16.8
24.5
765.1
196.5
417.1
1,897.5

193.2
162.8
356.0
165.3
521.3

10.8
-
63.6
-
-
595.7

201.6
249.5
451.1
171.1
622.2

2.5
-
-
-
-
624.7

177.7
162.9
340.6
157.3
497.9

0.8
-
-
-
-
498.7

2,108.3
300.7
2,409.0
263.0
2,672.0

0.0
-
-
-
-
2,672.0

Total
Carrying
Value
€M

Total
Contractual
Cash flows
€M

2015
€M

2016
€M

2017
€M

2018
€M

Thereafter
€M

945.1
1,098.9
2,044.0
1,039.6
3,083.6

72.4
66.4
150.0
397.8
3,770.2

1,020.7
1,109.7
2,130.4
1,088.6
3,219.0

51.0
66.7
150.0
397.8
3,884.5

148.7
178.4
327.1
175.0
502.1

22.0
64.6
150.0
397.8
1,136.5

108.2
153.9
262.1
148.9
411.0

17.6
(0.3)
-
-
428.3

154.9
139.5
294.4
167.1
461.5

9.2
0.4
-
-
471.1

165.8
207.3
373.1
172.8
545.9

1.6
0.3
-
-
547.8

443.1
430.6
873.7
424.8
1,298.5

0.6
1.7
-
-
1,300.8

Total
Carrying
Value
€M

Total
Contractual
Cash flows
€M

2015
€M

2016
€M

2017
€M

2018
€M

Thereafter
€M

105.9
182.1
288.0
154.8
442.8

27.1
138.3
431.6
1,039.8

107.1
180.6
287.7
156.7
444.4

22.0
-
-
466.4

148.9
156.2
305.1
166.1
471.2

14.6
-
-
485.8

109.3
141.8
251.1
166.6
417.7

7.3
-
-
425.0

660.1
668.5
1,328.6
582.1
1,910.7

1.3
-
-
1,912.0

1,025.3
1,293.3
2,318.6
1,179.7
3,498.3

81.9
138.3
431.6
4,150.1

1,131.3
1,329.2
2,460.5
1,226.3
3,686.8

72.3
138.3
431.6
4,329.0

190

Interest rate re-pricing

Floating interest rates on financial liabilities are generally referenced to European inter-bank interest
rates (EURIBOR). Secured long-term debt and interest rate swaps typically re-price on a quarterly basis with
finance leases re-pricing on a semi-annual basis. We use current interest rate settings on existing floating rate
debt at each year-end to calculate contractual cash flows.

Fixed interest rates on financial liabilities are fixed for the duration of the underlying structures

(typically between 7 and 12 years).

The Company holds significant cash balances that are invested on a short-term basis. At March 31,
2015, all of the Company’s cash and liquid resources attracted a weighted average interest rate of 0.39% (2014:
0.37%; 2013: 0.39%).

March 31, 2015

March 31, 2014

March 31, 2013

Financial assets

Within
1 year
€M

Total
€M

Within
1 year
€M

Total
€M

1,184.6
Cash and cash equivalents ................................................................................................
3,604.6
Cash > 3 months ...............................................................................................................
6.7
Restricted cash ..................................................................................................................
4,795.9
Total financial assets .........................................................................................................

1,184.6
3,604.6
6.7
4,795.9

1,730.1
1,498.3
13.3
3,241.7

Within
1 year
€M

1,240.9
2,293.4
24.7
3,559.0

Total
€M

1,240.9
2,293.4
24.7
3,559.0

Interest rates on cash and liquid resources are generally based on the appropriate EURIBOR, LIBOR or

bank rates dependent on the principal amounts on deposit.

(d)

Foreign currency risk

The Company has exposure to various foreign currencies (principally U.K. pounds sterling and U.S.
dollars) due to the international nature of its operations. The Company manages this risk by matching U.K.
pound sterling revenues against U.K. pound sterling costs. Any remaining unmatched U.K. pound sterling
revenues are used to fund U.S. dollar currency exposures that arise in relation to fuel, maintenance, aviation
insurance and capital expenditure costs or are sold for euro. The Company also sells euro forward to cover
certain U.S. dollar costs. Further details of the hedging activity carried out by the Company are disclosed in
Note 5 to the consolidated financial statements.

The following table shows the net amount of monetary assets of the Company that are not denominated
in euro at March 31, 2015, 2014 and 2013. Such amounts have been translated using the following year-end
foreign currency rates in 2015: €/£: 0.7273; €/$: 1.0759 (2014: €/£: 0.8282; €/$: 1.3788; 2013: €/£: 0.8456; €/$:
1.2805)

March 31, 2015

March 31, 2014

March 31, 2013

GBP U.S.$
$M
£M

euro
equiv.
€M

GBP
£M

U.S.$
$M

euro
equiv. GBP U.S.$
$M
£M

€M

euro
equiv.
€M

Monetary assets
U.K. pounds sterling cash and liquid
resources ............................................................
72.6
U.S. Dollar cash and liquid
resources ............................................................ -
72.6

99.8

22.0
22.0

20.5
120.3

79.0

-
79.0

95.4

73.6

87.1

9.3
9.3

6.7
102.1

-
73.6

206.9
206.9

161.6
248.7

191

The following table shows the net amount of monetary liabilities of the Company that are not
denominated in euro at March 31, 2015, 2014 and 2013. Such amounts have been translated using the following
year-end foreign currency rates in 2015: €/$: 1.0759.

Monetary liabilities
U.S dollar long term debt ...................................

March 31, 2015
euro
equiv.
€M

U.S.$
$M

March 31, 2014
euro
equiv.
€M

U.S.$
$M

March 31, 2013
euro
equiv.
€M

U.S.$
$M

371.2
371.2

345.0
345.0

411.1
411.1

298.1
298.1

450.0
450.0

351.4
351.4

The Company has entered into cross currency interest rate swap arrangements to manage exposures to
fluctuations in foreign exchange rates on these U.S. dollar denominated floating rate borrowings, together with
managing the exposures to fluctuations in interest rates on these U.S. dollar denominated floating rate
borrowings. The fair value of these cross currency interest rate swap instruments at March 31, 2015 was €4.5
million, (2014: €8.5 million; 2013: €5.2 million) which has been classified within current assets, specifically
derivative assets falling due within one year (see Note 5 to the consolidated financial statements).

The following table gives details of the notional amounts of the Company’s currency forward contracts

as at March 31, 2015, 2014 and 2013:

Currency forward contracts

March 31, 2015

March 31, 2014

March 31, 2013

U.S.$
$M

euro
equiv.
€M

U.S.$
$M

euro
equiv.
€M

U.S.$
$M

euro
equiv.
€M

U.S. dollar currency forward
contracts
- for fuel and other purchases ............................................................................................
4,910.3
4,085.3
- for aircraft purchases ......................................................................................................
8,995.6

3,216.4
919.3
4,135.7

3,881.5
3,121.9
7,003.4

2,385.9
683.2
3,069.1

2,417.8
-
2,417.8

1,836.2
-
1,836.2

Currency forward contracts

March 31, 2015

March 31, 2014

March 31, 2013

Stg £
£M

euro
equiv.
€M

Stg £
£M

euro
equiv.
€M

Stg £
£M

euro
equiv.
€M

U.K pounds sterling currency
232.0
forward contracts ..............................................................................................................
232.0

293.4
293.4

22.5
22.5

27.4
27.4

-
-

(e)

Equity risk

The Company has exposure to equity price risk primarily in relation to its 29.8% investment in Aer
Lingus. The Company does not have significant influence over Aer Lingus and accordingly, this investment is
classified as an available-for-sale financial asset rather than an investment in an associate. Additional
information in relation to the available-for-sale financial asset can be found in Note 4 to the consolidated
financial statements.

192

(f)

Credit risk

The Company holds significant cash balances, which are classified as either cash and cash equivalents
or financial assets >3 months. These deposits and other financial instruments (principally certain derivatives and
loans as identified above) give rise to credit risk on amounts due from counterparties. Credit risk is managed by
limiting the aggregate amount and duration of exposure to any one counterparty through regular review of
counterparties’ market-based ratings, Tier 1 capital level and credit default swap rates and by taking into
account bank counterparties’ systemic importance to the financial systems of their home countries. The
Company typically enters into deposits and derivative contracts with parties that have a long term Standard and
Poors “A” category rating or equivalent credit rating. The maximum exposure arising in the event of default on
the part of the counterparty is the carrying value of the relevant financial instrument. The Company is authorised
to place funds on deposit for periods up to 3 years. The Board of Directors monitors the return on capital as well
as the level of dividends to ordinary shareholders on an ongoing basis.

The Company’s revenues derive principally from airline travel on scheduled services, internet income
and in-flight and related sales. Revenue is primarily derived from European routes. No individual customer
accounts for a significant portion of total revenue.

(g)

Liquidity and capital management

The Company’s cash and liquid resources comprise cash and cash equivalents, short-term investments
and restricted cash. The Company defines the capital that it manages as the Company’s long-term debt and
equity. The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to maintain sufficient financial resources to mitigate against risks and unforeseen events.

The Company finances its working capital requirements through a combination of cash generated from
operations, bank loans and debt capital market issuances for general corporate purposes including the
acquisition of aircraft. The Company had cash and liquid resources at March 31, 2015 of €4,795.9 million
(2014: €3,241.7 million; 2013: €3,559.0 million). During the year, the Company funded €788.5 million in
purchases of property, plant and equipment (2014: €505.8 million; 2013: €310.7 million). Cash generated from
operations has been the principal source for these cash requirements, supplemented primarily by general
corporate purposes debt capital markets issuances.

The Board of Directors periodically reviews the capital structure of the Company, considering the cost
of capital and the risks associated with each class of capital. The Board approves any material adjustments to the
capital structure in terms of the relative proportions of debt and equity.

Ryanair has generally been able to generate sufficient funds from operations to meet its non-aircraft
acquisition-related working capital requirements. Management believes that the working capital available to the
Company is sufficient for its present requirements and will be sufficient to meet its anticipated requirements for
capital expenditures and other cash requirements for the 2015 fiscal year.

(h)

Guarantees

Details of the Company’s guarantees and the related accounting have been disclosed in Note 23 to the

consolidated financial statements.

193

(i)

Sensitivity analysis

(i) Interest rate risk: Based on the levels of and composition of year-end interest bearing assets and
liabilities, including derivatives, at March 31, 2015, a plus or minus one-percentage-point movement in interest
rates would result in a respective increase or decrease of €32.9 million (net of tax) in net interest income and
expense in the income statement (2014: €18.0 million; 2013: €18.3 million) and €9.6 million in equity (2014:
€16.7 million: 2013: €28.8 million). All of the Group’s interest rate swaps are used to swap variable rate debt to
fixed rate debt; consequently any changes in interest rates would have an equal and opposite income statement
effect for both the interest rate swaps and the debt.

(ii) Foreign currency risk: A plus or minus change of 10% in relevant foreign currency exchange rates,

based on outstanding foreign currency-denominated financial assets and financial liabilities at March 31, 2015
would have a respective positive or negative impact on the income statement of €3.2 million (net of tax) (2014:
€3.0 million; 2013: €2.6 million). The same movement of 10% in foreign currency exchange rates would have a
positive €818.7 million impact (net of tax) on equity if the rate fell by 10% and negative €766.4 million impact
(net of tax) if the rate increased by 10% (2014: €288.2 million positive or negative; 2013: €183.1 million
positive or negative).

(iii) Equity price risk: An increase/decrease of 10% in the Aer Lingus share price as of March 31, 2015

would result in an increase/decrease of €37.1 million in the fair value of the available-for-sale financial assets
(2014: €26.0 million; 2013: €22.1 million). The increase/decrease would be recognised in other comprehensive
income.

Deferred and current taxation

The components of the deferred and current taxation in the balance sheet are as follows:

2015
€M

At March 31,
2014
€M

2013
€M

Current tax (assets)/liabilities
Corporation tax (prepayment)/provision .......................................................................... (0.8)
Total current tax (assets)/liabilities .................................................................................. (0.8)

Deferred tax liabilities
Origination and reversal of temporary differences on property, plant and
equipment, derivatives, pensions and available-for-sale securities ................................ 462.3
Total deferred tax liabilities ............................................................................................ 462.3

(1.1)
(1.1)

368.6
368.6

0.3
0.3

346.5
346.5

Total deferred tax liabilities (net) ................................................................................ 462.3

368.6

346.5

Total tax liabilities (net) ................................................................................................ 461.5

367.5

346.8

2015
€M

At March 31,
2014
€M

2013
€M

Reconciliation of current tax

At beginning of year ..................................................................................................... (1.1)
Corporation tax charge in year ..................................................................................... 90.1
-
Adjustment in respect of prior-year under/(over) provision ........................................
Other adjustments ......................................................................................................... (1.4)
Tax paid ........................................................................................................................ (88.4)
At end of year ............................................................................................................... (0.8)

0.3
31.1
-
-
(32.5)
(1.1)

(9.3)
34.1
1.3
-
(25.8)
0.3

194

2015
€M

At March 31,
2014
€M

2013
€M

Reconciliation of deferred tax

At beginning of year .................................................................................................... 368.6
Release of deferred tax asset for prior-year net operating losses .................................
-
New temporary differences on property, plant and equipment,
derivatives, pensions and other items .......................................................................... 93.7
At end of year .............................................................................................................. 462.3

346.5
-

22.1
368.6

319.4
5.0

22.1
346.5

The charge in the year to March 31, 2015 consisted of temporary differences of a charge of €26.5
million for property, plant and equipment and a credit of €0.9 million for other temporary differences, both
recognised in the income statement, and a charge of €68.5 million for derivatives and a credit of €0.4 million for
pensions, both recognised in other comprehensive income. The charge in the year to March 31, 2014 consisted
of temporary differences of a charge of €37.5 million for property, plant and equipment recognised in the
income statement and a credit of €15.2 million for derivatives and a credit of €0.2 million for pensions, all
recognised in other comprehensive income. The charge in the year to March 31, 2013 consisted of temporary
differences of a charge of €41.3 million for property, plant and equipment recognised in the income statement, a
credit of €19.0 million for derivatives and a credit of €0.2 million for pensions, all recognised in other
comprehensive income.

The components of the tax expense in the income statement were as follows:

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Corporation tax charge in year ....................................................................................... 90.1
Deferred tax charge relating to origination and reversal of

temporary differences ............................................................................................ 25.6
115.7

31.1

37.5
68.6

35.4

46.2
81.6

The following table reconciles the statutory rate of Irish corporation tax to the Company’s effective

corporation tax rate:

Year ended
March 31,
2015
%

Year ended
March 31,
2014
%

Year ended
March 31,
2013
%

Statutory rate of Irish corporation tax ............................................................................ 12.5
Adjustments for earnings taxed at higher rates .............................................................. 0.1
Adjustments for earnings taxed at lower rates ............................................................... (0.6)
Other differences ........................................................................................................... (0.2)
Total effective rate of taxation ....................................................................................... 11.8

12.5
-
(0.5)
(0.4)
11.6

12.5
0.1
(0.7)
0.6
12.5

Deferred tax applicable to items charged or credited to other comprehensive income were as follows:

Defined benefit pension obligations .............................................................................. (0.4)
Derivative financial instruments .................................................................................... 68.5
Total tax charge in other comprehensive income ........................................................... 68.1

(0.2)
(15.2)
(15.4)

2015
€M

At March 31,
2014
€M

2013
€M

(0.2)
(19.0)
(19.2)

195

The majority of current and deferred tax recorded in each of fiscal 2015, 2014 and 2013 relates to
domestic tax charges and there is no expiry date associated with these temporary differences. In fiscal 2015, the
Irish corporation tax rate remained at 12.5%.

The principal components of deferred tax at each year-end were:

2015
€M

At March 31,
2014
€M

2013
€M

Arising on capital allowances and other temporary differences............................... 411.1
Arising on derivatives .............................................................................................. ( 51.7
Arising on pension ................................................................................................... (0.5)
Total......................................................................................................................... 462.3

385.7
(16.9)
(0.2)
368.6

348.2
-
(1.7)
346.5

At March 31, 2015, 2014 and 2013, the Company recognised all required deferred tax assets and
liabilities. No deferred tax has been provided for on the un-remitted earnings of overseas subsidiaries because
there is no intention to remit these to Ireland.

Provisions

Provision for aircraft maintenance on operating leased aircraft (a) ..............................
176.2
Provision for pension obligation (b) ............................................................................. 4.6
180.8

2015
€M

(a) Provision for aircraft maintenance on operating leased aircraft

At beginning of year .....................................................................................................
132.2
Increase in provision during the year ............................................................................ 44.0
Utilisation of provision upon the hand-back of aircraft ................................................ -
176.2
At end of year ...............................................................................................................

2015
€M

At March 31,
2014
€M

132.2
1.7
133.9

At March 31,
2014
€M

122.4
38.0
(28.2)
132.2

2013
€M

122.4
13.5
135.9

2013
€M

91.3
41.9
(10.8)
122.4

During the 2015 fiscal year, the Company did not return any aircraft held under operating lease to the

lessors.

The expected timing of the outflows of economic benefits associated with the provision at March 31, 2015,
2014 and 2013 are as follows:

At March 31, 2015
Provision for leased aircraft
maintenance .......................................

At March 31, 2014
Provision for leased aircraft
maintenance .......................................

At March 31, 2013
Provision for leased aircraft
maintenance .......................................

Carrying
Value
€M

2016
€M

2017
€M

2018
€M

2019
€M

Thereafter
€M

176.2

65.4

51.4

15.0

22.9

21.4

Carrying
Value
€M

2015
€M

2016
€M

2017
€M

2018
€M

Thereafter
€M

132.2

1.4

49.0

44.5

22.2

15.1

Carrying
Value
€M

2014
€M

2015
€M

2016
€M

2017
€M

Thereafter
€M

122.4

52.0

10.4

20.7

23.3

16.0

196

At March 31,

2015
€M

2014
€M

2013
€M

b) Provision for pension obligation

At beginning of year ......................................................................................... 1.7
Settlement on closure of Irish defined benefit plan ........................................... -
Movement during the year ................................................................................ 2.9
At end of year ................................................................................................... 4.6

13.5
(12.5)
0.7
1.7

11.9
-
1.6
13.5

See Note 21 to the consolidated financial statements for further details.

Other creditors

This consists of deferred gains arising from the sale and leaseback of aircraft. During fiscal year 2015,
no sale-and-leaseback aircraft were returned and Ryanair did not enter into sale-and-leaseback arrangements for
any new Boeing 737-800 “next generation” aircraft (2014: 8; 2013: 4). Total sale-and-leaseback aircraft at
March 31, 2015 was 51.

(a)

Issued share capital, share premium account and share options

Share capital

2015
€M

At March 31,
2014
€M

2013
€M

Authorised:

1,680,000,000 ordinary equity shares of 0.635 euro cent each ... 0

10.7

Allotted, called-up and fully paid:

1,377,661,859 ordinary equity shares of 0.635 euro cent each ......
1,383,237,668 ordinary equity shares of 0.635 euro cent each ......
1,447,051,752 ordinary equity shares of 0.635 euro cent each ......

8.7
-
-

-
8.8
-

-
-
9.2

The movement in the share capital balance year-on-year principally relates to 5.0 million (2014: 5.7
million; 2013: 6.5 million) new shares issued due to the exercise of share options, less the cancellation of 10.6
million shares relating to share buy-backs (2014: 69.5 million; 2013:15.0 million).

The share capital of Ryanair consists of one class of stock, the ordinary equity shares. The ordinary

equity shares do not confer on the holders thereof the specific right to be paid a dividend out of profits.

(b)

Share premium account

Balance at beginning of year .........................................................................................
704.2
Share premium arising from the exercise of 5.0 million options in

fiscal 2015, 5.7 million options in 2014, 6.5 million options in
fiscal 2013.............................................................................................................. 14.4
718.6
Balance at end of year....................................................................................................

2015
€M

At March 31,
2014
€M

2013
€M

687.8

666.4

16.4
704.2

21.4
687.8

197

(c)

Share options and share purchase arrangements

The Company has adopted a number of share option plans, which allow current or future employees or
executive directors to purchase shares in the Company up to an aggregate of approximately 5% (when
aggregated with other ordinary shares over which options are granted and which have not yet been exercised) of
the outstanding ordinary shares of Ryanair Holdings plc, subject to certain conditions. All grants are subject to
approval by the Remuneration Committee. These are exercisable at a price equal to the market price of the
ordinary shares at the time options are granted. The key terms of these option plans include the requirement that
certain employees remain in employment with the Company for a specified period of time and that the
Company achieves certain net profit targets and/or share price targets.

Details of the share options outstanding are set out below:

Share Options

Weighted
Average
Exercise Price

Outstanding at March 31, 2013 ..........................................................................................
Exercised ...........................................................................................................................
Outstanding at March 31, 2014 ..........................................................................................
Exercised ...........................................................................................................................
Granted ..............................................................................................................................
Expired ..............................................................................................................................
Forfeited ............................................................................................................................
Outstanding at March 31, 2015 ..........................................................................................

11.5
(5.7)
5.8
(5.0)
18.5
(0.5)
(0.8)
18.0

€2.97
€2.90
€3.04
€2.88
€6.91
€4.99
€6.25
€6.86

The mid-market price of Ryanair Holdings plc’s ordinary shares on the Irish Stock Exchange at March
31, 2015 was €11.13 (2014: €7.61; 2013: €5.95). The highest and lowest prices at which the Company’s shares
traded on the Irish Stock Exchange in the 2015 fiscal year were €11.13 and €6.35, respectively (2014: €7.70 and
€5.33, respectively; 2013: €6.16 and €3.83, respectively). There were 0.3 million options exercisable at March
31, 2015 (2014: 5.8 million; 2013: 2.1 million). The average share price for the year was €8.12 (2014: €6.59;
2013: €4.65).

The weighted average share price (as of the dates of exercises) for all options exercised during the 2015

fiscal year was €8.56 (2014: €6.67; 2013: €4.94).

At March 31, 2015 the range of exercise prices and weighted average remaining contractual life of

outstanding and exercisable options was as follows:

Options outstanding

Options exercisable

Number
outstanding

0.3
17.7

Weighted-
average
remaining
contractual life
(years)

0.5
6.9

Weighted-
average
exercise
price (€)

2.56
6.94

Number
exercisable

0.3
-

Weighted-
average
remaining
contractual life
(years)

0.5
-

Weighted-
average
exercise
price (€)

2.56
-

Range of
exercise
price (€)

2.59-4.99
5.00-8.35

The Company has accounted for its share option grants to employees at fair value, in accordance with
IFRS 2, using a binomial lattice model to value the option grants. This has resulted in a charge of €0.5 million to
the income statement (2014: €1.9 million charge; 2013: €1.9 million charge) being recognised within the
income statement in accordance with employee services rendered.

198

The table below shows, for all share option grants, the weighted-average assumptions used in the
binomial lattice model and the resulting weighted-average grant date fair value of share options granted in 2015:

Fair value at grant date
Share price at grant date
Exercise Price
Expected dividend yield
Volatility
Range of risk free interest rates
Expected term (years)

Year ended
March 31, 2015

1.27
7.36
6.91
3%
25%
0.3% - 0.5%
5 years

A blend of the historical and implied volatilities of the Company’s own ordinary shares is used to
determine expected volatility for share option granted. The weighted-average volatility is determined by
calculating the weighted-average of volatilities for all share options granted in a given year. The expected term
of share option grants represents the weighted-average period the awards are expected to remain outstanding.
For share options granted in 2015, we estimated the weighted-average expected term based on historical
exercise data.

The risk-free interest rate assumption was based on Eurozone zero-coupon bond instruments whose
term was consistent with the expected term of the share option granted. The expected dividend yield
assumption was based on our history and expectation of dividend payouts.

Other equity reserve

The total share based payments reserve at March 31, 2015 was €3.7 million (2014: €9.1 million; 2013:
€14.2 million). The available-for-sale financial asset reserve at March 31, 2015 was €291.4 million (2014:
€180.6 million; 2013: €141.5 million). The total cash-flow hedge reserve amounted to €308.5 million at March
31, 2015 (2014: negative €83.2 million; 2013: €0.5 million). Further details of the group’s derivatives are set out
in Notes 5 and 11 to the consolidated financial statements.

Analysis of operating revenues and segmental analysis

The Company is managed as a single business unit that provides low fares airline-related services,
including scheduled services, internet and other related services to third parties across a European route
network. The Company operates a single fleet of aircraft that is deployed through a single route scheduling
system.

The Company determines and presents operating segments based on the information that internally is
provided to Michael O’Leary, CEO, who is the Company’s Chief Operating Decision Maker (CODM). When
making resource allocation decisions the CODM evaluates route revenue and yield data, however resource
allocation decisions are made based on the entire route network and the deployment of the entire aircraft fleet,
which are uniform in type. The objective in making resource allocation decisions is to maximise consolidated
financial results, rather than results on individual routes within the network.

The CODM assesses the performance of the business based on the consolidated adjusted profit/(loss)
after tax of the Company for the year. This measure excludes the effects of certain income and expense items,
which are unusual, by virtue of their size and incidence, in the context of the Company’s ongoing core
operations, such as the impairment of a financial asset investment, accelerated depreciation related to aircraft
disposals and one off release of ticket sale revenue.

All segment revenue is derived wholly from external customers and, as the Company has a single

reportable segment, inter-segment revenue is zero.

199

The Company’s major revenue-generating asset class comprises its aircraft fleet, which is flexibly
employed across the Company’s integrated route network and is directly attributable to its reportable segment
operations. In addition, as the Company is managed as a single business unit, all other assets and liabilities have
been allocated to the Company’s single reportable segment.

There have been no changes to the basis of segmentation or the measurement basis for the segment

profit or loss since the prior year.

Reportable segment information is presented as follows:

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

External revenues ................................................................................................ 5,654.0

5,036.7

4,884.0

Reportable segment adjusted profit after income tax ....................................... 866.7

522.8

569.3

Other segment information:
Depreciation .......................................................................................................... (377.7)
Finance income ......................................................................................................
17.9
Finance expense ..................................................................................................... (74.2)
Capital expenditure ................................................................................................ (788.5)

(351.8)
16.5
(83.2)
(505.8)

(329.6)
27.4
(99.3)
(310.7)

Reportable segment assets (i) ................................................................................. 11,814.4

8,551.8

8,721.8

At March 31,
2015
€M

At March 31,
2014
€M

At March 31,
2013
€M

(i) Excludes the available-for-sale financial asset.

Entity-wide disclosures:

Geographical information for revenue by country of origin is as follows:

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Ireland .................................................................................................................... 560.7
United Kingdom .................................................................................................... 1,550.1
Other European countries ...................................................................................... 3,543.2
5,654.0

532.4
1,253.6
3,250.7
5,036.7

471.3
1,227.1
3,185.6
4,884.0

Ancillary revenues included in total revenue above comprise:

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Non-flight scheduled.............................................................................................. 1,164.4
In-flight .................................................................................................................. 128.1
Internet income ...................................................................................................... 101.2
1,393.7

1,012.4
117.3
117.5
1,247.2

832.9
109.8
121.5
1,064.2

Non-flight scheduled revenue arises from the sale of rail and bus tickets, hotel reservations, car hire
and other sources, including excess baggage charges and administration fees, all directly attributable to the low-
fares business.

200

All of the Company’s operating profit arises from low-fares airline-related activities, its only business
segment. The major revenue earning assets of the Company are its aircraft, which are registered in Ireland and
therefore profits accrue principally in Ireland. Since the Company’s aircraft fleet is flexibly employed across its
route network in Europe, there is no suitable basis of allocating such assets and related liabilities to geographical
segments.

Staff numbers and costs

The average weekly number of staff, including the executive director, during the year, analysed by

category, was as follows:

Year ended
March 31,
2015

Year ended
March 31,
2014

Year ended
March 31,
2013

Flight and cabin crew....................................................................................... 8,699
Sales, operations, management and administration ......................................... 887
9,586

8,706
795
9,501

8,280
779
9,059

At March 31, 2015 the company had a team of 9,393 people (2014: 8,992; 2013: 9,137).

The aggregate payroll costs of these persons were as follows:

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Staff and related costs .................................................................................................................
Social welfare costs ....................................................................................................................
Other pension costs (a) ...............................................................................................................
Share based payments (b) ...........................................................................................................

479.1
19.8
3.5
0.5
502.9

441.5
18.7
1.5
1.9
463.6

412.3
18.4
2.9
2.0
435.6

(a) Costs in respect of defined-contribution benefit plans and other pension arrangements were €3.2 million in 2015 (2014:
€2.6 million; 2013: €2.1 million) while costs associated with the defined benefit plans included here were €0.3 in 2015
(2014: credit of €1.1 million; 2013: costs of €0.8 million). (See Note 21 to the consolidated financial statements).
(b) In the year ended March 31, 2015 the charge in the income statement of €0.5 million for share based compensation
comprises a charge for the fair value of various share options granted in the period, which are being recognised in the
income statement in accordance with services rendered, offset by a reversal of previously recognised share-based
compensation expense for awards that did not vest.

201

Statutory and other information

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Directors’ emoluments:
-Fees .............................................................................................................................. 0.5
-Share based compensation ............................................................................................ 0.6
-Other emoluments, including bonus and pension contributions ................................... 1.9
Total directors’ emoluments .......................................................................................... 3.0

Auditor’s remuneration (including reimbursement of outlay):
- Audit services (i) ......................................................................................................... 0.5
- Tax advisory services (ii) ............................................................................................ 0.3
Total fees ....................................................................................................................... 0.8

Included within the above total fees, the following fees were
payable to other KPMG firms outside of Ireland:
Audit services ................................................................................................................
-
Tax services ................................................................................................................... 0.2
Total fees ....................................................................................................................... 0.2

0.5
-
1.8
2.3

0.5
0.3
0.8

-
0.2
0.2

0.3
-
1.3
1.6

0.5
0.3
0.8

-
0.2
0.2

Depreciation of owned property, plant and equipment .................................................. 357.8
Depreciation of property, plant and equipment held under finance leases ..................... 19.9
Operating lease charges, principally for aircraft ............................................................ 109.4

333.9
17.9
101.5

311.2
18.4
98.2

(i) Audit services comprise audit work performed on the consolidated financial statements. In 2015, €1,000 (2014:

(ii)

€1,000; 2013: €1,000) of audit fees relate to the audit of the Parent Company.
Tax services include all services, except those services specifically related to the audit of financial statements,
performed by the independent auditor’s tax personnel, supporting tax-related regulatory requirements, and tax
compliance and reporting.

(a) Fees and emoluments - executive director

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Basic salary .................................................................................................................... 1.0
Bonus (performance and target-related) ......................................................................... 0.9
Share based compensation ............................................................................................. 0.5
2.4

1.0
0.8
-
1.8

0.8
0.5
-
1.3

During the years ended March 31, 2015, 2014, and 2013 Michael O’Leary was the only executive

director.

202

(b) Fees and emoluments – non-executive directors

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Fees
David Bonderman .......................................................................................................... 0.10
Michael Cawley (i) ........................................................................................................ 0.03
Michael Horgan ............................................................................................................. 0.04
Klaus Kirchberger ..........................................................................................................
-
Charles McCreevy ......................................................................................................... 0.05
Declan McKeon ............................................................................................................. 0.05
Kyran McLaughlin ......................................................................................................... 0.05
Dick Milliken ................................................................................................................. 0.05
Julie O’Neill ................................................................................................................. 0.05
James Osborne ............................................................................................................... 0.05
Louise Phelan ................................................................................................................ 0.05
-
Paolo Pietrogrande .........................................................................................................
0.52

Emoluments
Michael Horgan ............................................................................................................. 0.04
Share based compensation ............................................................................................. 0.06
Total ............................................................................................................................... 0.62

(i) Michael Cawley was appointed to the Board of Directors on August 7, 2014.

0.10
-
0.04
-
0.05
0.05
0.05
0.03
0.05
0.05
0.05
-
0.47

0.04
-
0.51

-
-
0.03
0.04
0.05
0.05
0.05
-
0.01
0.05
0.01
0.02
0.31

0.04
-
0.35

From October 1, 2008, Michael O’Leary was no longer an active member of a Company defined-
benefit plan. The total accumulated accrued benefit for Michael O’Leary at March 31, 2015 was €0.1 million
(2014: €0.1 million; 2013 €0.1 million). Pension benefits have been computed in accordance with Section 6.8
of the Listing Rules of the Irish Stock Exchange. Increases in transfer values of the accrued benefits have been
calculated as at the year-end in accordance with version 1.1 of Actuarial Standard of Practice PEN-11. No non-
executive directors are members of the Company defined-benefit plan.

Michael O’Leary is a member of a defined-contribution plan. During the years ended March 31, 2015,
2014, and 2013 the Company did not make contributions to the defined-contribution plan for Michael O’Leary.
No non-executive directors are members of the Company defined-contribution plan.

(d) Shares and share options

(i) Shares

Ryanair Holdings plc is listed on the Irish, London and NASDAQ stock exchanges.

The beneficial interests as at March 31, 2015, 2014 and 2013 of the directors in office at March 31,

2015 and of their spouses and dependent children in the share capital of the Company are as follows:

No. of Shares at March 31,
2014

2013

2015

7,680,671
David Bonderman ......................................................................................................
615,588
Michael Cawley .........................................................................................................
50,000
Michael Horgan .........................................................................................................
225,000
Kyran McLaughlin .....................................................................................................
10,000
Dick Milliken .............................................................................................................
51,381,256
Michael O’Leary ........................................................................................................
James Osborne ...........................................................................................................
310,256
Louise Phelan ............................................................................................................ 7,000

7,655,671
-
50,000
200,000
10,000
51,081,256
310,256
7,000

9,230,671
-
50,000
200,000
-
51,081,256
310,256
-

203

(ii) Share options

The share options held by each director in office at the end of fiscal 2015 were as follows:

No. of Options at March 31,
2014

2015

2013

David Bonderman (a) (b) .........................................................................................................
Michael Cawley (a)..................................................................................................................
Charles McCreevy (a) ..............................................................................................................
Declan McKeon (a)..................................................................................................................
Michael Horgan (a) (b) ........................................................................................................... [
Kyran McLaughlin (a) (b) ........................................................................................................
Dick Milliken (a) .....................................................................................................................
Michael O’Leary (c) ................................................................................................................
Julie O’Neill (a) .......................................................................................................................
James Osborne (a) (b) .............................................................................................................
Louise Phelan (a) ....................................................................................................................

30,000
30,000
30,000
30,000
30,000
30,000
30,000
5,000,000
30,000
30,000
30,000

25,000
-
-
-
-
-
-
-
-
25,000
-

25,000
-
-
-
25,000
25,000
-
-
-
25,000
-

(a) These 30,000 options were granted to the directors at an exercise price of €6.25 (the market value at the

date of grant) during the 2015 fiscal year and are exercisable between June 2019 and July 2022.

(b) These 25,000 options were granted to the directors at an exercise price of €4.96 (the market value at the
date of grant) during the 2008 fiscal year and were exercisable between June 2012 and June 2014.

(c) These options were granted to Mr. O’Leary during fiscal 2015 at an exercise price of €8.345 (the
market value at the date of the grant) and are exercisable between September 2019 and November
2021.

In the 2015 fiscal year the Company incurred total share-based compensation expense of €0.58 million
(2014: €nil million; 2013: €0.01 million) in relation to directors.

20 Finance expense

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Interest payable on bank loans wholly repayable after five years ............................ 74.1
Interest arising on pension liabilities, net (see Note 21) .......................................... 0.1
74.2

82.3
0.9
83.2

99.1
0.2
99.3

Pensions

The Company accounts for pensions in accordance with IAS 19, “Employee Benefits.” The Company
applied IAS 19 (amendment 2011), “Employee benefits” with effect from April 1, 2013. The Company has not
restated previously recognised amounts for the years ended March 31, 2013 and 2012 due to this change in
accounting policy. The Company has determined that any restatement of prior period amounts would not result
in a material change in the previous recognised amounts.

The Company operates defined-benefit and defined-contribution schemes.

The Company funds the pension entitlements of certain employees through defined-benefit plans. At

March 31, 2015 there was one plan operated for eligible UK employees.

The Irish defined benefit plan was closed effective December 31, 2013. In the year ended March 31,
2014, the Company made a final contribution of €12.5 million into the Irish defined benefit plan which
represented a full and final settlement of the Company’s liability to contribute to the Irish defined benefit plan.

204

The UK and Irish schemes were closed to new entrants on January 1, 2000. In general, on retirement, a
member is entitled to a pension calculated at 1/60th of the final pensionable salary for each year of pensionable
service, subject to a maximum of 40 years. The UK plan is fully funded on a discontinuance basis and the
related pension costs and liabilities are assessed in accordance with the advice of a professionally qualified
actuary. The investments of the UK plan at March 31, 2015 consisted of units held in independently
administered funds. The most recent full actuarial valuations of the UK plan was carried out at January 1, 2014,
in accordance with local regulatory requirements using the projected unit credit method, and the valuation
reports are not available for public inspection.

A separate annual actuarial valuation has been performed for the purposes of preparing these financial
statements. The principal actuarial assumptions used for the purpose of this actuarial valuation were as follows:

2015

At March 31,
2014

2013

%
Discount rate used for Irish plan .......................................................................................... -
3.40
Discount rate used for UK plan............................................................................................
Return on plan assets for Irish plan ...................................................................................... -
Return on plan assets for UK plan .......................................................................................
6.29
Rate of euro inflation ........................................................................................................... -
Rate of UK inflation ............................................................................................................
3.00
Future pension increases in Irish plan .................................................................................. -
Future pension increases in UK plan ...................................................................................
2.90
Future salary increases for Irish plan ................................................................................... -
1.75
Future salary increases for UK plan ....................................................................................

%
-
4.60
-
7.14
-
3.30
-
3.20
-
1.75

%
4.30
4.40
5.92
6.52
2.00
3.30
0.00
3.20
1.75
1.75

The Company uses certain mortality rate assumptions when calculating scheme liabilities. The
mortality assumptions of the UK scheme have been based on the “SAPS” mortality table while the mortality
assumptions of the Irish scheme for the years ended March 31, 2013 and 2012 have been based on the mortality
table 62%/70% PNM/FL00. Both mortality assumptions make allowance for future improvements in mortality
rates. Retirement ages for scheme members are 60 for pilots and 65 for other staff.

The current life expectancies underlying the value of the scheme liabilities for the UK scheme are as

follows:

2015

At March 31,
2014

2013

Retiring at age 60:
Male ............................................................................................................................... 26.5
Female ........................................................................................................................... 28.9
Retiring at age 65:
Male ............................................................................................................................... 21.9
Female ........................................................................................................................... 24.4

26.6
28.9

22.1
24.1

26.4
28.7

21.9
23.9

The amounts recognised in the consolidated balance sheet in respect of defined benefit plans are as

follows:

2015
€M

At March 31,
2014
€M

2013
€M

Present value of benefit obligations ............................................................................... (16.7)
Fair value of plan assets ................................................................................................. 12.0
Present value of net obligations ..................................................................................... (4.7)
Related deferred tax asset .............................................................................................. 0.5
Net pension liability ....................................................................................................... (4.2)

(11.5)
9.8
(1.7)
0.2
(1.5)

(48.1)
34.6
(13.5)
1.7
(11.8)

205

The amounts recognised in the consolidated income statement in respect of our defined-benefit plans

are as follows:

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Included in payroll costs
Service cost ................................................................................................................. 0.2
-
Settlement gain ...........................................................................................................
Net defined benefit pension (gain)/costs ..................................................................... 0.2

Included in finance expense
Net finance expense .................................................................................................... 0.1

0.8
(1.9)
(1.1)

0.9

0.9
-
0.9

0.2

Analysis of amounts included in the Consolidated Statement of Comprehensive Income (“CSOCI”);

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Return on scheme assets .............................................................................................. 2.0
Experience gains/(loss) on scheme liabilities ............................................................... (1.8)
Changes in assumptions underlying the present value of scheme
liabilities ...................................................................................................................... (3.0)
Actuarial loss recognised in the CSOCI ....................................................................... (2.8)
Related deferred tax asset ............................................................................................ 0.5
Net actuarial losses recognised in the CSOCI .............................................................. (2.3)

0.1
-

(1.9)
(1.8)
0.2
(1.6)

2.0
0.3

(3.6)
(1.3)
0.2
(1.1)

Changes in the present value of the defined-benefit obligation of the plans are as follows:

2015
€M

At March 31,
2014
€M

2013
€M

Projected benefit obligation at beginning of year ........................................................ 11.5
Service cost .................................................................................................................. 0.2
Interest cost .................................................................................................................. 0.6
Plan participants’ contributions ................................................................................... 0.1
Actuarial loss ............................................................................................................... 3.0
Benefits paid ................................................................................................................ (0.5)
Foreign exchange rate changes .................................................................................... 1.8
-
Liabilities extinguished on closure of Irish defined benefit plan .................................
Projected benefit obligation at end of year funded....................................................... 16.7

48.1
0.8
1.7
0.2
1.9
(0.7)
0.3
(40.8)
11.5

42.2
0.9
2.1
0.3
3.5
(0.8)
(0.1)
-
48.1

206

Changes in fair values of the plans’ assets are as follows:

2015
€M

At March 31,
2014
€M

2013
€M

Fair value of plan assets at beginning of year ............................................................. 9.8
Expected return on plan assets ....................................................................................
-
Interest income............................................................................................................ 0.4
Actuarial gain/(loss) on plan assets ............................................................................. 0.6
Employer contribution ................................................................................................ 0.2
Settlement on closure of Irish defined benefit plan .....................................................
-
Plan participants’ contributions .................................................................................. 0.1
Benefits paid ............................................................................................................... (0.5)
Foreign exchange rate changes ................................................................................... 1.4
-
Assets distributed on closure of Irish defined benefit plan .........................................
Fair value of plan assets at end of year ....................................................................... 12.0

34.6
0.4
0.8
0.1
0.5
12.5
0.2
(0.7)
0.3
(38.9)
9.8

30.3
1.9
-
2.0
0.8
-
0.3
(0.8)
0.1
-
34.6

The fair value of the plans’ assets at March 31 of each year is analysed as follows:

2015 (i)
€M

At March 31,
2014 (ii)
€M

2013 (ii)
€M

Equities ........................................................................................................................ 9.5
Bonds ........................................................................................................................... 1.1
Property ....................................................................................................................... 0.1
Other assets .................................................................................................................. 1.3
Total fair value of plan assets ...................................................................................... 12.0

7.0
1.9
0.1
0.8
9.8

26.8
5.8
0.7
1.3
34.6

(i) Amounts for the year ended March 31, 2015 and 2014 relate to the UK plan only.
(ii) Amounts for the years ended March 31, 2013 relate to both the Irish and UK plans combined.

The plans’ assets do not include any of our own financial instruments, nor any property occupied by, or

other assets used by us.

The expected long-term rate of return on assets was 7.14% in 2014 and 6.52% in 2013 for the UK
schemes. This was calculated based on the assumptions of the following returns for each asset class: Equities
8.30% in 2014 and 7.50% in 2013; Corporate and Overseas Bonds 4.30% in 2014 and 4.40% in 2013; and Other
3.65% in 2014 and 2.85% in 2013.

Since there are no suitable euro-denominated AA-rated corporate bonds, the expected return is
estimated by adding a suitable risk premium to the rate available from government bonds. The assumptions are
based on long-term expectations at the beginning of the reporting period and are expected to be relatively stable.

The history of the plans for the current and prior periods is as follows:

2015
€M

2014
€M

At March 31,
2013
€M

2012
€M

2011
€M

Difference between expected and actual
return on assets ....................................................................................
Expressed as a percentage of scheme assets ........................................
Experience (loss)/gain on scheme liabilities ........................................
Expressed as a percentage of scheme
liabilities ..............................................................................................
Total actuarial (losses)/gains ................................................................
Expressed as a percentage of scheme
liabilities ..............................................................................................

0.6
5%
0.1

1%
(2.8)

(17%)

0.1
1%
-

-%
(1.8)

(17%)

2.0
6%
0.3

1%
(1.3)

(3%)

(0.8)
(3%)
(0.8)

(2%)
(7.1)

(17%)

(0.3)
(1%)
0.9

3%
5.5

17%

The Company expects to contribute approximately €0.2 million to our defined-benefit plan in 2015.

207

Defined-contribution schemes

The Company operates defined-contribution retirement plans in Ireland and the UK. The costs of these
plans are charged to the consolidated income statement in the period in which they are incurred. The pension
cost of these defined-contribution plans was €3.4 million in 2015 (2014: €2.6 million; 2013: €2.1 million).

Earnings per share

2015

At March 31,
2014

2013

Basic earnings per ordinary share (in euro cent) .......................................................... 62.59
Diluted earnings per ordinary share (in euro cent) ....................................................... 62.46
Number of ordinary shares (in Ms) used for EPS
Basic ........................................................................................................................... 1,384.7
Diluted (a) ................................................................................................................... 1,387.6
______________
(a) Details of share options in issue have been described more fully in Note 15 to the consolidated financial statements.

1,414.6
1,418.2

36.96
36.86

1,443.1
1,447.4

39.45
39.33

See below for explanation of diluted number of ordinary shares.

Diluted earnings per share takes account solely of the potential future exercise of share options granted
under the Company’s share option schemes. For the 2015 fiscal year, the weighted average number of shares in
issue of 1.387.6 million includes weighted average share options assumed to be converted, and equal to a total
of 2.9 million shares. For the 2014 fiscal year, the weighted average number of shares in issue of 1,418.2
million includes weighted average share options assumed to be converted, and equal to a total of 3.6 million
shares. For the 2013 fiscal year, the weighted average number of shares in issue of 1,447.4 million includes
weighted average share options assumed to be converted, and equal to a total of 4.3 million shares.

Commitments and contingencies

Commitments

In March 2013, the Group entered into a contract with Boeing (the “2013 Boeing Contract”) whereby
the Group agree to purchase 175 Boeing 737-800 “next-generation” aircraft over a five year period from
calendar 2014 to 2018.

In April 2014, the Company agreed to purchase an additional 5 Boeing 737-800 “next-generation”
aircraft for delivery in fiscal year 2016 on the same terms and conditions as the 2013 Boeing Contract. In
March 2015, the Company announced the purchase of an additional 3 Boeing 737-800 aircraft for delivery in
early 2016 on the same terms as the 2013 Boeing Contract. This brings the total “firm” new deliveries to 183
aircraft.

In September 2014, the Group agreed to purchase up to 200 (100 firm and 100 options) Boeing 737-
Max-200 aircraft from The Boeing Corporation during the period Fiscal 2019 to Fiscal 2024. This agreement
was approved at an EGM of Ryanair Holdings plc on November 28, 2014.

The table below details the firm aircraft delivery schedule at March 31, 2015 and March 31, 2014 for

the Company pursuant to the 2013 Boeing contracts.

Aircraft
Delivered at
March 31,
2015

Firm
Aircraft
Deliveries
Fiscal 2016

Firm Aircraft
Deliveries
Post Fiscal
2015/2016

Total
“Firm”
Aircraft

2013 Contract .......................
2014 Contract .......................
Total ......................................

11
-
11

131
100
231

183
100
283

41
-
41

208

Basic
price per
aircraft
(U.S.$
million)

78.49
102.50

Firm Aircraft
Deliveries
Fiscal 2014-
2015 at March
31, 2014

-
-
-

The “Basic Price” (equivalent to a standard list price for an aircraft of this type) for each aircraft
governed by the 2013 Boeing contract will be increased by (a) an estimated U.S.$2.9 million per aircraft for
certain “buyer furnished” equipment the Company has asked Boeing to purchase and install on each of the
aircraft, and (b) an “Escalation Factor” designed to increase the Basic Price, as defined in the purchase
agreement, of any individual aircraft by applying a formula which reflects increases in the published U.S.
Employment Cost and Producer Price indices between the time the Basic Price was set and the period of 18 to
24 months prior to the delivery of such aircraft.

The “Basic Price” (equivalent to a standard list price for an aircraft of this type) for each aircraft
governed by the 2014 Boeing contract will be increased by (a) an estimated U.S.$1.6 million per aircraft for
certain “buyer furnished” equipment the Company has asked Boeing to purchase and install on each of the
aircraft, and (b) an “Escalation Factor” designed to increase the Basic Price, as defined in the purchase
agreement, of any individual aircraft by applying a formula which reflects increases in the published U.S.
Employment Cost and Producer Price indices between the time the Basic Price was set and the period of 18 to
24 months prior to the delivery of such aircraft.

Boeing has granted Ryanair certain price concessions as part of the Boeing 2013 Contract and the 2014
Contract. These take the form of credit memoranda to the Company for the amount of such concessions, which
the Company may apply toward the purchase of goods and services from Boeing or toward certain payments,
other than advance payments, in respect of the purchase of the aircraft under the various Boeing contracts.

Boeing and CFMI (the manufacturer of the engines to be fitted on the purchased aircraft) have also
agreed to give the Company certain allowances in addition to providing other goods and services to the
Company on concessionary terms. These credit memoranda and allowances will effectively reduce the price of
each aircraft to the Company. As a result, the effective price of each aircraft (the purchase price of the new
aircraft net of discounts received from Boeing) will be significantly below the Basic Price mentioned above. At
March 31, 2015, the total potential commitment to acquire all 283 “firm” aircraft, not taking such increases and
decreases into account, will be approximately U.S. $24.6 billion. At March 31, 2014, the total potential
commitment was U.S. $13.8 billion to acquire all 175 “firm” aircraft.

Operating leases

The Company financed 76 of the Boeing 737-800 aircraft delivered between December 2003 and
March 2014 under seven-year, sale-and-leaseback arrangements with a number of international leasing
companies, pursuant to which each lessor purchased an aircraft and leased it to Ryanair under an operating
lease. Between October 2010 and December 2012, 17 operating lease aircraft were returned to the lessor at the
agreed maturity date of the lease. At March 31, 2015 Ryanair had 51 operating lease aircraft in the fleet. As a
result, Ryanair operates, but does not own, these aircraft. Ryanair has no right or obligation to acquire these
aircraft at the end of the relevant lease terms. 18 of these leases are denominated in euro and require Ryanair to
make fixed rental payments over the term of the leases. 33 remaining operating leases are U.S. dollar-
denominated which require Ryanair to make fixed rental payments. The Company has an option to extend the
initial period of seven years on 31 of the 51 remaining operating lease aircraft as at March 31, 2015, on pre-
determined terms. This includes 4 operating lease arrangements which are due to mature during the year ended
March 31, 2016 but have been extended for a further 6 months. The following table sets out the total future
minimum payments of leasing 51 aircraft (2014: 51 aircraft; 2013: 59 aircraft), ignoring movement in interest
rates, foreign currency and hedging arrangements, at March 31, 2015, 2014 and 2013, respectively:

209

2015

At March 31,
2014

2013

Present
value of
Minimum
payments
€M

Minimum
payments
€M

Present
value of
minimum
payments
€M

Due within one year ................
Due between one and five
years ........................................
Due after five years .................
Total ........................................

139.9

272.7
20.2
432.8

134.6

241.7
16.0
392.3

118.7

292.1
61.9
472.7

112.7

246.5
44.4
403.6

107.2

342.4
94.5
544.1

98.4

258.0
53.3
409.7

Finance leases

The Company financed 30 Boeing 737-800 aircraft delivered between March 2005 and March 2014
with 13-year euro-denominated Japanese Operating Leases with Call Options (“JOLCOs”). These structures are
accounted for as finance leases and are initially recorded at fair value in the Company’s balance sheet. Under
each of these contracts, Ryanair has a call option to purchase the aircraft at a pre-determined price after a period
of 10.5 years, which it may exercise. Ryanair exercised this option for 4 of these aircraft in fiscal year 2015. Six
aircraft have been financed through euro-denominated 12 year amortising commercial debt transactions.

The following table sets out the total future minimum payments of leasing 26 aircraft (2014: 30

aircraft; 2013: 30 aircraft) under JOLCOs at March 31, 2015, 2014 and 2013, respectively:

2015

At March 31,
2014

2013

Present
value of
Minimum
payments
€M

Minimum
payments
€M

Present
value of
minimum
payments
€M

Due within one year ................
Due between one and five
years ........................................
Due after five years .................
Total minimum lease
payments .................................
Less amounts allocated to
future financing costs ..............
Present value of minimum
lease payments ........................

52.7

565.7
-

618.4

(10.1)

608.3

49.8

284.1
-

333.9

78.1

408.6
248.4

735.1

(18.2)

716.9

73.5

250.0
83.9

407.4

58.1

359.1
365.7

782.9

(20.3)

762.6

53.4

260.9
146.5

460.8

Commitments resulting from the use of derivative financial instruments by the Company are described

in Notes 5 and 11 to the consolidated financial statements.

Contingencies

The Company is engaged in litigation arising in the ordinary course of its business. Management does
not believe that any such litigation will individually or in aggregate have a material adverse effect on the
financial condition of the Company. Should the Company be unsuccessful in these litigation actions,
management believes the possible liabilities then arising cannot be determined but are not expected to have a
material adverse affect on the Company’s results of operations or financial position.

210

In February 2004, the European Commission ruled that Ryanair had received illegal state aid from the
Walloon regional government in connection with its establishment of a low cost base at Brussels (Charleroi).
Ryanair advised the regional government that it believed no money was repayable as the cost of establishing the
base exceeded the amount determined to be illegal state aid. Ryanair also appealed the decision of the European
Commission to the European Court of First Instance (“CFI”), requesting that the Court annul the decision on the
basis that Ryanair’s agreement at Brussels (Charleroi) was consistent with agreements at similar privately
owned airports and therefore did not constitute illegal state aid. The Company placed €4.0 million in an escrow
account pending the outcome of this appeal. In December 2008, the CFI annulled the Commission’s decision
against Charleroi Airport and Ryanair was repaid the €4 million that the Commission had claimed was illegal
state aid. A further action taken by the Belgian government for €2.3 million has also been withdrawn.

Ryanair is facing similar legal challenges with respect to agreements with certain other airports. In
January 2010, the European Commission concluded that the financial arrangements between Bratislava airport
in Slovakia and Ryanair do not constitute state aid within the meaning of EU rules, because these arrangements
were in line with market terms. In July 2012 the European Commission similarly concluded that the financial
arrangements between Tampere airport in Finland and Ryanair do not constitute state aid. In February 2014 the
European Commission found that the financial arrangements between Aarhus, Berlin (Schönefeld) and
Marseille airports, and Ryanair, do not constitute state aid. In July 2014 the European Commission announced a
‘no state aid’ decision in respect of Dusseldorf (Weeze) airport. In October 2014, the European Commission
concluded that Ryanair’s agreements with the Brussels (Charleroi), Frankfurt (Hahn), Alghero and Stockholm
(Västerås) airports did not constitute State aid. In July and October 2014, the European Commission announced
findings of state aid to Ryanair in its arrangements with Pau, Nimes, Angouleme, Altenburg and Zweibrücken
airports, ordering Ryanair to repay a total of approximately €10.4m of alleged aid. Ryanair has appealed the
Angouleme and Pau decisions to the EU General Court, and is currently preparing appeals against the remaining
‘aid’ decisions. These appeal proceedings are expected to take between 2 and 4 years. The remaining eight
investigations involving Ryanair and Lübeck, Paris (Beauvais), La Rochelle, Klagenfurt, Carcassonne, Cagliari,
Girona and Reus airports are ongoing and Ryanair currently expects that they will conclude mid to late 2015,
with any European Commission decisions appealable to the EU General Court.

State aid complaints by Lufthansa about Ryanair’s cost base at Frankfurt (Hahn) have been rejected by
German courts, as have similar complaints by Air Berlin in relation to Ryanair’s arrangement with Lübeck
airport, but following a German Supreme Court ruling on a procedural issue in early 2011, these cases are
currently being re-heard by lower courts. In addition, Ryanair has been involved in legal challenges including
allegations of state aid at Alghero, Berlin (Schönefeld) and Marseille airports. The Alghero case (initiated by
Air One) was dismissed in its entirety in April 2011. The Berlin (Schönefeld) case (initiated by Germania) was
discontinued following the European Commission’s finding in February 2014 that Ryanair’s arrangement with
the airport contained no state aid. The Marseille case was withdrawn by the plaintiffs (subsidiaries of Air
France) in May 2011.

The Company has also entered into a series of interest rate swaps to hedge against fluctuations in
interest rates for certain floating-rate financing arrangements. Cash deposits have been set aside as collateral for
the counterparty’s exposure to risk of fluctuations on certain long-term derivative and other financing
arrangements with Ryanair (restricted cash) (see Note 9 to the consolidated financial statements for further
details). Additional numerical information on these swaps and on other derivatives held by the Company is set
out in Notes 5 and 11 to the consolidated financial statements.

211

Note to cash flow statement

2015
€M

At March 31,
2014
€M

2013
€M

Net funds/(debt) at beginning of year ..........................................................................
(Decrease)/increase in cash and cash equivalents in year ............................................
Increase/(decrease) in financial assets > 3 months .......................................................
Decrease in restricted cash ...........................................................................................
Net cash flow from (increase)/decrease in debt ...........................................................
Movement in net funds resulting from cash flows .......................................................
Net funds at end of year ...............................................................................................
Analysed as:
Cash and cash equivalents, financial assets and restricted cash ...................................
Total borrowings* ........................................................................................................
Net funds/(debt) ...........................................................................................................
*includes both current and non-current maturities of debt.

158.1
(545.5)
2,106.3
(6.6)
(1,348.0)
206.2
364.3

4,795.9
(4,431.6)
364.3

60.7
489.2
(795.1)
(11.4)
414.7
97.4
158.1

3,241.7
(3,083.6)
158.1

(109.6)
(1,467.4)
1,521.2
(10.4)
126.9
170.3
60.7

3,559.0
(3,498.3)
60.7

Dividends and share buy-backs

In the year ended March 31, 2015 the Company bought back 10.9 million ordinary shares at a total cost
of €112.0 million. This is equivalent to approximately 0.8% of the Company’s issued share capital at March 31,
2015. 10.6 million ordinary shares repurchased have been cancelled at March 31, 2015. The remaining 0.3
million were cancelled on April 1, 2015. Accordingly, share capital decreased by 10.6 million ordinary shares
with a nominal value of €0.1 million and other undenominated capital increased by a corresponding €0.1
million. Other undenominated capital is required to be created under Irish law to preserve permanent capital in
the Parent Company.

On June 20, 2013 the Company detailed plans to return up to €1.0 billion to shareholders over the
following two years. At March 31, 2014, the Company bought back 69.5 million ordinary shares at a total cost
of €481.7 million. This was equivalent to approximately 4.8% of the Company’s issued share capital. All
ordinary shares repurchased were cancelled. Accordingly share capital decreased by 69.5 million ordinary
shares with a nominal value of €0.4 million and other undenominated capital increased by a corresponding €0.4
million. In February 2015 we paid a special dividend of €520 million to shareholders. This is our third special
dividend and the total of these dividends paid to shareholders amounts to €1.5 billion.

Post-balance sheet events

From April 01, 2015 to July 23, 2015 the Company bought back 21.3m shares at a total cost of
€246.5m under its €400.0 million share buy-back programme. These shares represent approximately 2.4% of the
Company’s issued share capital. All ordinary shares repurchased were cancelled.

212

Subsidiary undertakings and related party transactions

The following is the principal subsidiary undertaking of Ryanair Holdings plc:

Name

Ryanair Limited (a) .....................

Effective date of
acquisition/incorporation

Registered
Office

Nature of
Business

August 23, 1996
(acquisition)

Airside Business Park
Swords
Co Dublin, Ireland.

Airline operator

(a) Ryanair Limited is wholly owned by Ryanair Holdings plc.

Information regarding all other subsidiaries will be filed with the Company’s next Irish Annual Return

as provided for by Section 16(3) of the Irish Companies (Amendment) Act, 1986.

In accordance with the basis of consolidation policy, as described in Note 1 of these consolidated
financial statements, the subsidiary undertaking referred to above has been consolidated in the financial
statements of Ryanair Holdings plc for the years ended March 31, 2015, 2014 and 2013.

The total amount of remuneration paid to senior key management (defined as the executive team
reporting to the Board of Directors) and directors amounted to €9.0 million in the fiscal year ended March 31,
2015, (2014: €7.9 million; 2013: €7.1 million), the majority of which comprises short-term employee benefits.

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Basic salary and bonus ................................................................................................... 7.2
Pension contributions ..................................................................................................... 0.2
Share-based compensation expense ............................................................................... 1.6
9.0

6.8
0.1
1.0
7.9

6.0
0.1
1.0
7.1

Date of approval

The consolidated financial statements were approved by the Board of Directors of the Company on

July 24, 2015.

213

……………………………………………….. …………………………………………

………………………………………………..

………………………………………………………….

Company Balance Sheet

At March 31,

Note

2015
€M

2014
€M

2013
€M

Non-current assets
Investments in subsidiaries ............ ....................................................................

105.8

105.3

103.4

Current assets
Loans and receivables from subsidiaries ....................................................................
Cash and cash equivalents .................................... ..............................................

1,214.1
………………………………
1,095.9
2.6
2.9

979.8
2.2

Total assets .......................................................................................................

1,204.6

1,322.0

1,085.4

Current liabilities
Amounts due to subsidiaries .............................................................................. ....................................................................

35.2

Shareholders’ equity
Issued share capital ............................................................................................ ....................................................................
Share premium account ..................................................................................... ....................................................................
Other undenominated capital reserve .................................................................
Retained earnings ............................................................................................... ....................................................................
Other reserves ................................................................................................... ....................................................................

8.7
718.6
1.3
440.4
0.4

8.8
704.2
1.2
563.6
9.0

9.2
687.8
0.8
338.3
14.1

Shareholders’ equity ........................................................................................

1,169.4

1,286.8

1,050.2

Total liabilities and shareholders’ equity .......................................................

1,204.6

1,322.0

1,085.4

The accompanying notes are an integral part of the financial information.

On behalf of the Board

M. O’Leary
Director

July 24, 2015.

D. Bonderman
Director

214

Company Statement of Cash Flows

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

-
-

537.7

(67.5)

(491.5)

21.4

(537.6)

0.1

2.1

2.2

Operating activities
Profit for the year ................................................................ .
Net cash provided by operating activities

Investing activities
Decrease/(Increase) in loans to subsidiaries ........................

Net cash (used in)/from investing activities .....................

500.0
500.0

118.2

700.0
700.0

(234.3)

Financing activities
Shares purchased under share buy-back programme ...........

(112.0)

(481.7)

Dividend paid ......................................................................
Net proceeds from shares issued .......................................... 14.4
(617.9)

Net cash (used in)/from financing activities .....................

(520.3)

16.4

(465.3)

Increase/(decrease) in cash and cash equivalents ............

Cash and cash equivalents at beginning of year ..............

Cash and cash equivalents at end of year ........................

0.3

2.6

2.9

0.4

2.2

2.6

The accompanying notes are an integral part of the financial information.

215

Company Statement of Changes in Shareholders’ Equity

Issued
Share
Capital
€M

9.3

Share
Retained
Premium
Account Earnings

€M
666.4

€M
888.0

Other
Undenom-
inated
Capital
€M

Other
Reserves
€M

0.7

21.5

Ordinary
Shares
M
1,455.6

Balance at March 31, 2012……………...
Comprehensive income
Profit for the year…………………….......
Transactions with owners of the
Company, recognised directly in equity
Issue of ordinary equity shares……………
Repurchase of ordinary equity shares……
Cancellation of repurchased ordinary
shares……………………………………
Share-based payments…………………….
Transfer of exercised and expired share
based awards……………………………...
Dividend paid……………………………...
Balance at March 31, 2013……………..
Comprehensive income
Profit for the year…………………….......
Total comprehensive income……………..
Transactions with owners of the
Company, recognised directly in equity
Issue of ordinary equity shares……………
Repurchase of ordinary equity shares……
Cancellation of repurchased ordinary
shares….…………………………………
Share-based payments…………………….
Transfer of exercised and expired share
based awards……………………………...
Balance at March 31, 2014……………..
Comprehensive income
Profit for the year…………………….......
Total comprehensive income……………..
Transactions with owners of the
Company, recognised directly in equity
Issue of ordinary equity shares……………
Repurchase of ordinary equity shares……
Cancellation of repurchased ordinary
shares….…………………………………
Share-based payments…………………….
Transfer of exercised and expired share
based awards……………………………...
Dividend paid……………………………...
Balance at March 31, 2015……………..

6.5
-

(15.0)
-

-
-
1,447.1

-
-

5.7
-

(69.5)
-

-
1,383.3

-
-

5.0
-

(10.6)
-

-
-
1,377.7

-
-

(0.1)
-

-
-
9.2

-
-

(0.4)
-

-
8.8

-
-

(0.1)
-

-
-
8.7

21.4
-

-
(67.5)

-
-

-
-
687.8

9.3
(491.5)
338.3

-
-

700.0
700.0

16.4
-

-
(481.7)

-
-

-
704.2

-
-

7.0
563.6

500.0
500.0

14.4
-

-
(108.8)

-
-

-
-
718.6

5.9
(520.3)
440.4

-
-

0.1
-

-
-
0.8

-
-

0.4
-

-
1.2

-
-

0.1
-

-
-
1.3

Total
€M
1,585.9

21.4
(67.5)

-
1.9

-
(491.5)
1,050.2

700.0
700.0

16.4
(481.7)

-
-

-
1.9

(9.3)
-
14.1

-
-

-
1.9

(7.0)
9.0

-
1,286.8

-
-

500.0
500.0

-
(3.2)

14.4
(112.0)

-
0.5

(5.9)
-
0.4

-
0.5

-
(520.3)
1,169.4

The accompanying notes are an integral part of the financial information.

216

Notes forming part of the Company Financial Statements

29 Basis of preparation and significant accounting policies

The Company financial statements have been prepared in accordance with International Accounting
Standards and International Reporting Standards (collectively “IFRS”) as adopted by the European Union (EU),
which are effective for the year ended and as at March 31, 2014. In addition to complying with its legal
obligation to comply with IFRS as adopted by the EU, the consolidated financial statements comply with IFRS
as issued by the International Accounting Standards Board (“(IASB”). The consolidated financial statements
have also been prepared in accordance with the Companies Acts, 2014. On publishing parent entity financial
statements together with group financial statements the Company is taking advantage of the exemption
contained in Section 304 of the Companies Act, 2014 not to present its individual income statement, statement
of comprehensive income and related notes that form a part of these approved financial statements.

The Company financial statements are presented in euro millions, being its functional currency. They are
prepared on an historical cost basis except for certain share based payment transactions, which are based on fair
values determined at grant date.

The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. These estimates and associated assumptions are based on historical experience
and various other factors believed to be reasonable under the circumstances, the results of which form the basis
of making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ materially from these estimates. These underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the period of the revision and future periods if these are also
affected. Principal sources of estimation uncertainty have been set out in the critical accounting policy section
in Note 1 to the consolidated financial statements. Such uncertainties may impact the carrying value of
investments in subsidiaries at future dates.

Statement of compliance

The Company financial statements have been prepared in accordance with IFRS as adopted by the EU. In
addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the Company
financial statements comply with IFRS as issued by the IASB. The Company financial statements have also
been prepared in accordance with the Companies Acts, 2014.

The directors have reviewed all new or revised IFRS standards and IFRIC interpretations, effective for
future financial years, as set forth in Note 1 to the consolidated financial statements, and have concluded their
adoption will not have a significant impact on the parent entity financial statements.

Share-based payments

The Company accounts for the fair value of share options granted to employees of a subsidiary as an
increase in its investment in that subsidiary. The fair value of such options is determined in a consistent manner
to that set out in the Group share-based payment accounting policy and as set out in Note 15 (c) to the
consolidated financial statements.

Income taxes

Income taxes are accounted for by the Company in a manner consistent to that set out in the Group income

tax accounting policy.

Financial assets

The Company holds investments in subsidiary companies, which are carried at cost less any impairments.

217

Guarantees

The Company occasionally guarantees certain liabilities of subsidiary companies. These are considered
to be insurance arrangements and are accounted for as such i.e. a contingent liability until such time as it
becomes probable that the Company will be required to make a payment under the guarantee. Additional
details are provided in Note 34 to the company financial statements.

Loans and borrowings

All loans and borrowings are initially recorded at the fair value of consideration received, net of
attributable transaction costs. Subsequent to initial recognition, non-current interest bearing loans are measured
at amortised cost, using the effective interest yield methodology.

30 Investments in subsidiaries

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Balance at start of year
New investments in subsidiaries by way of share option
grant to subsidiary employees ................................................................................
Reversal of unvested cumulative share based expense ...........................................
Balance at end of year

0.5
-
105.8

105.3

103.4

1.9
-
105.3

101.5

1.9
-
103.4

31 Loans and receivables from subsidiaries

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Due from Ryanair Limited (subsidiary) ................................................................

1,095.9
1,095.9

1,214.1
1,214.1

979.8
979.8

All amounts due from subsidiaries are interest free and repayable upon demand.

32 Amounts due to subsidiaries

Year ended
March 31,
2015
€M

Year ended
March 31,
2014
€M

Year ended
March 31,
2013
€M

Due to Ryanair Limited ..........................................................................................

35.2
35.2

At March 31, 2015, Ryanair Holdings plc had borrowings of €35.2 million (2014: €35.2 million; 2013:

€35.2 million) from Ryanair Limited. The loan is interest free and repayable on demand.

218

33 Financial instruments

The Company does not undertake hedging activities on behalf of itself or other companies within the

Group. Financial instruments in the Company primarily take the form of loans to subsidiary undertakings.

Amounts due to or from subsidiary undertakings (primarily Ryanair Limited) in the form of inter-company
loans are interest free and are repayable upon demand and further details of these have been given in Notes 31
and 32 of the parent entity financial statements. These inter-company balances are eliminated in the group
consolidation.

The euro is the functional and presentation currency of the Company’s balance sheet and all transactions
entered into by the Company are euro denominated. As such, the Company does not have any significant
foreign currency risk.

The credit risk associated with the Company’s financial assets principally relates to the credit risk of the
Ryanair group as a whole. Ryanair has received a BBB+ (stable) credit rating from both Standard and Poor’s
and Fitch Ratings. Additionally the Company had guaranteed certain subsidiary company liabilities. Details of
these arrangements are given in Note 34 of the Company financial statements.

34 Contingencies

a) The Company has provided €7,663.0 million (2014: €4,803.4 million; 2013: €5,973.6 million) in
letters of guarantee to secure obligations of subsidiary undertakings in respect of loans, bank advances and long
dated foreign currency transactions.

b) In order to avail itself of the exemption contained in Section 357 of the Companies Act, 2014, the
holding company, Ryanair Holdings plc, has guaranteed the liabilities of its subsidiary undertakings registered
in Ireland. As a result, the subsidiary undertakings have been exempted from the requirement to annex their
statutory financial statements to their annual returns. Details of the Group’s principal subsidiaries have been
included at Note 27. The Irish subsidiaries of the Group covered by the Section 17 exemption are listed at Note
27 to the consolidated financial statements also. Eight additional Irish subsidiaries covered by this exemption,
which are not listed as principal subsidiaries at Note 27 to the consolidated financial statements, are Airport
Marketing Services Limited, FRC Investments Limited, Coinside Limited and Mazine Limited.

35 Dividends

Please refer to Note 25 of the Consolidated Financial Statements.

36 Post-balance sheet events

Please refer to Note 26 of the Consolidated Financial Statements.

37 Date of approval

The Company financial statements were approved by the Board of Directors of the Company on July 24, 2015.

219

Chairman

Chief Executive

Directors

Secretary

Registered Office

Auditors

Principal Bankers

Solicitors &Attorneys at Law

Directors and Other Information

D. Bonderman
M. Cawley
M. Horgan
C. McCreevy
D. McKeon
K. McLaughlin
D. Milliken
M. O’Leary
J. O’Neill
J. Osborne
L. Phelan

J. Komorek

Airside Business Park
Swords
Co. Dublin
Ireland

KPMG – Chartered Accountants
1 Stokes Place
St. Stephens Green
Dublin 2
Ireland

Barclays Bank Plc
2 Park Place
Upper Hatch Street
Dublin 2
Ireland

Bank of Ireland
Dublin Airport
Co. Dublin
Ireland

A&L Goodbody - Solicitors
International Financial Services Centre
North Wall Quay
Dublin 1
Ireland

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006, United States

220

APPENDIX A

GLOSSARY

Certain of the terms included in the section on Selected Operating and Other Data and elsewhere in this
annual report on Form 20-F have the meanings indicated below and refer only to Ryanair’s scheduled passenger
service.

Average Booked Passenger Fare ................... Represents the average fare paid by a fare-paying passenger who

has booked a ticket.
Average Daily Flight Hour Utilization .......... Represents the average number of flight hours flown in service per

day per aircraft for the total fleet of operated aircraft.

Average Fuel Cost Per U.S. Gallon ............... Represents the average cost per U.S. gallon of jet fuel for the fleet

(including fueling charges) after giving effect to fuel hedging
arrangements.
Average Length of Passenger Haul ............... Represents the average number of miles traveled by a fare-paying

passenger.

Ancillary Revenue per Booked Passenger .... Represents the average revenue earned per booked passenger flown

from ancillary services.

Baggage Commissions .................................. Represents the commissions payable to airports on the revenue
collected at the airports for excess baggage and airport baggage
fees.

Booked Passenger Load Factor ..................... Represents the total number of seats sold as a percentage of total

seat capacity on all sectors flown.

Break-even Load Factor ................................ Represents the number of RPMs at which passenger revenues

would have been equal to operating expenses divided by ASMs
(based on Average Yield per RPM). For the purposes of this
calculation, the number of RPMs at which passenger revenues
would have been equal to operating expenses is calculated by
dividing operating expenses by Average Revenue per RPM.

Cost Per Booked Passenger ........................... Represents operating expenses divided by revenue passengers

booked.

Net Margin .................................................... Represents profit after taxation as a percentage of total revenues.
Number of Airports Served ........................... Represents the number of airports to/from which the carrier offered

scheduled service at the end of the period.

Number of Owned Aircraft Operated ............ Represents the number of aircraft owned and operated at the end of

the period.
Operating Margin .......................................... Represents operating profit as a percentage of total revenues.
Part 145 ......................................................... The European regulatory standard for aircraft maintenance

established by the European Aviation Safety Agency.

Revenue Passengers Booked ......................... Represents the number of fare-paying passengers booked.
Sectors Flown ................................................ Represents the number of passenger flight sectors flown.

221