Ryanair Holdings plc Annual Report 2021

FY2021 Annual Report · Ryanair Holdings plc

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ANNUAL R EP OR T 20 21

Alejandra
Head of Communications

Leslie
Head of Inﬂight Safety,
Security & Regulatory Compliance
Leslie
Head of Inﬂight Safety,
Security & Regulatory Compliance

Tracey
Chief Financial Officer

Carol
Chief Risk Officer

Lorna
Deputy Director HR

Celebrating the Leaders
of Ryanair

Aine
Head of Customers
& Audiences
Aine
Head of Customers
& Audiences

Danielle
Head of Digital

Shauna
Head of HR

Izabella
Head of Customer Operations,
Training & Quality
Izabella
Head of Customer Operations,
Training & Quality

Rose
Standards Captain

Jennifer
Data Protection Officer

Chiara
Head of Sales & Marketing

Jennifer
Data Protection Officer

Chiara
Head of Sales & Marketing

Sinead
Director of Inﬂight

Laura
Head of Product & Design

Joelle
Deputy Director of Security
& Compliance
Joelle
Deputy Director of Security
& Compliance

Lisa
Deputy Director
of Technical Services
Lisa
Deputy Director
of Technical Services

Yvonne
Head of Pilot Rostering

Tracy
Director of Customer Service

Yvonne
Head of Pilot Rostering

Tracy
Director of Customer Service

Aoife
Head of Inﬂight Retail

Lisa
Deputy Director HR

Sinead
General Manager
Ground Operations
Sinead
General Manager
Ground Operations

Ruth
Head of Brand Communications

Sandra
Head of Payroll

Heli
Head of Internal Audit

Here’s to our fantastic female leaders who have
helped us navigate through this challenging year.

CONTENTS

Financial Summary

Chairman's Report

Group CEO Report

11 Directors' Report

15 Corporate Governance Report

Environmental & Social Report

59 Report of the Remuneration Committee on

Directors’ Remuneration

65 Statement of Directors’ Responsibilities in respect

of the Annual Report and the Financial Statements

66 Responsibility Statement as required by the

Transparency Directive and U.K. Corporate

Governance Code

Independent auditor’s report to the members of

Ryanair Holdings plc

75 Presentation of Financial & Certain Other Information

76 Cautionary Statement Regarding Forward-Looking

Information

77 Detailed Index

80 Key Information

83 Risk Factors

102

Information on the Company

127 Operating and Financial Review and Prospects

129 Critical Accounting Policies

139 Directors, Senior Management and Employees

147 Major Shareholders and Related Party Transactions

148 Financial Information

152 Additional Information

165 Quantitative and Qualitative Disclosures

about Market Risk

170 Controls and Procedures

173 Consolidated Financial Statements

236 Company Financial Statements

242 Directors and Other Information

243 Appendix

Financial Summary

INCOME STATEMENT

MAR 31, 2021

MAR 31, 2020

MAR 31, 2019

€’m

Scheduled Revenue

Ancillary Revenue

Total Revenue

Fuel

Ex-Fuel Costs

Total Operating Costs

Interest

Hedge Ineffectiveness

(Loss)/Profit Before Tax

Tax

(Loss)/Profit After Tax

1,036

600

1,636

543

1,932

2,475

(54)

(216)

(1,109)

(1,015)

5,566

2,929

8,495

2,762

4,605

7,367

(50)

(407)

671

(22)

649

5,261

2,436

7,697

2,427

4,254

6,681

(68)

—

948

(63)

885

BALANCE SHEET

MAR 31, 2021

MAR 31, 2020

MAR 31, 2019

Non-Current Assets

Gross Cash

Current Assets

Total Assets

Current Liabilities

Non-Current Liabilities

Shareholder Equity

€’m

8,870

3,150

308

€’m

10,253

3,808

686

€’m

9,447

3,195

609

12,328

14,747

13,251

3,527

4,154

4,647

5,508

4,325

4,914

4,097

3,939

5,215

Total Liabilities & Equity

12,328

14,747

13,251

Net Debt

2,277

403

450

Annual Report 2021RYANAIR GROUP
Key Stats at a Glance (March 31, 2021):

149m guests
pre-Covid-19
(27.5m FY21)
200m p.a. by FY26

Choice & Coverage

2,000 +

Daily flights

Bases
Across Europe

Unrivaled Footprint

Operates in

37
Countries

15,000 +

Aviation Professionals

Service from
225

Airports

96%

On-time
performance

36 year

Safety
record

• 422 Boeing 737s
• 210 Gamechangers on order
• 29 A320s
• 87% unencumbered fleet

83g CO2 emissions pax/km
(66g pre-Covid due to
higher load factor)

B-

CDP

Climate Protection Rating

BBB

S&P and Fitch

Credit Ratings

Annual Report 2021RYANAIR GROUPCHAIRMAN’S
REPORT

Dear Shareholder,

Fiscal year 2021 (FY21) was the most challenging
in Ryanair’s 36-year history. Covid-19 saw traffic
collapse, almost overnight, from 149m to just 27.5m
as many European Governments imposed flight
bans, travel restrictions and national lockdowns
in an effort to combat the pandemic. This created
enormous disruptions and uncertainty for both our
customers and our people and led to significant
challenges for our industry.

Highlights of FY21 include:
• Traffic fell 81% from 149m to 27.5m due to

Covid-19 travel restrictions.

• Liquidity preservation prioritized with €3.15bn

cash at year end (March 31).

• Cost reductions implemented across all Group

airlines.

• Unprecedented backlog of Covid-19 customer

requests /refunds processed.

• Job losses minimized via engagement with our

people and their unions.

• B737-8200 “Gamechanger” firm order increased

to 210 aircraft (from 135).

• CDP awarded Ryanair a very strong (first time)

“B-” climate protection score.

• Non-EU shareholder voting rights were restricted

post Brexit.

responded promptly, and
The Ryanair Group
effectively, to the Covid-19 crisis by working hard
to assist millions of customers with flight changes,
refunds and changed travel plans. Cost reduction
and cash preservation were prioritized with the
Group
in EU
lowering cash burn, participating
Government payroll support schemes, cancelling
share buybacks and deferring non-essential capital
expenditure. Thanks to our strong balance sheet, and
BBB investment grade rating, the Group successfully
raised €1.95bn new finance (including €400m share
placing, €850m Eurobond and £600m U.K. CCFF)
throughout FY21. Additionally, following the release
of full-year results in May, the Group issued €1.2bn,
5-year unsecured, bonds at our lowest ever coupon
of 0.875%. This leaves the Group well positioned as
it recovers operations this summer (thanks to the
successful European rollout of Covid-19 vaccines),

Annual Report 2021RYANAIR GROUPand capitalizes on the many growth opportunities
that are available across Europe for our lowest cost/
low fares model.

Following over two years of delays, Ryanair took
delivery of our first Boeing 737-8200 “Gamechanger”
aircraft in June. This aircraft, which has 4% more
seats, delivers 16% less fuel burn and 40% lower
noise emissions, will enable the Ryanair Group to
grow traffic to 200m p.a. within the next 5-years
while reducing our CO2 and noise footprint for the
next decade. In December, I travelled to Washington
D.C. to sign a contract where the Group increased
its firm orders for the Gamechanger from 135 to
210 aircraft - while securing further, modest, price
discounts.

ESG is a key focus area for the Board and Ryanair’s
new Director of Sustainability briefs the Board
quarterly. In FY21 Ryanair received a (first time)
“B-” industry leading climate protection rating from
independent ratings agency CDP and announced
an ambitious goal to power 12.5% of flights with
sustainable aviation fuels (SAF) by 2030. Throughout
the Covid-19 crisis we minimized job losses through
agreed pay cuts (with pay restoration from years
3 to 5 of multi-year agreements) and participation
in Government job support schemes, while at the

same time keeping our pilots, cabin crew and
aircraft current and ready to resume service once
normality returns. Following my appointment as
Chairman in June 2020, I asked Róisín Brennan to
become the non-executive director responsible for
workforce engagement. Róisín held a series of panel
discussions with staff groups last year and updates
the Board quarterly. Additionally, I appointed Louise
Phelan as Senior Independent Director and refreshed
the Chairs and membership of the Nominations and
Remuneration Committees.

I wish to personally thank our dedicated team of
over 15,000 aviation professionals and my Board
colleagues who worked tirelessly throughout the
past year to ensure that the Ryanair Airlines Group
emerges strongly from the Covid-19 crisis. As we
hopefully return to more normal operations this
summer, we look forward to welcoming our guests
back onboard. Finally, I would like to thank you, our
shareholders, for your ongoing support.

Yours sincerely,

Stan McCarthy
Chairman
July 23, 2021

Annual Report 2021RYANAIR GROUPCEO
REPORT

We are pleased to present our Annual
Report for the year to March 31, 2021,
a year during which our business was
devastated by the Covid-19 pandemic,
which posed an unprecedented crisis
for the world in general, but more
especially for the airline industry,
which was substantially grounded for
much of the past 12 months.

Dear Shareholder,

We are pleased to present our Annual Report for
the year to March 31 2021, a year during which our
business was devastated by the Covid-19 pandemic,
which posed an unprecedented crisis for the world in
general, but more especially for the airline industry,
which was substantially grounded for much of the
past 12 months.

Covid-19 Pandemic
The Covid-19 virus, which spread across Europe
from March 2020, had a profound and devastating
impact on air travel last year. Without notice or
warning, our monthly traffic collapsed from 10.5m
in February 2020, to 5.7m in March, and then to
just 0.04m in April 2020, as many EU Governments
grounded flights and banned air travel. There was
a partial recovery in July, August and September
2020 as initial lockdowns were eased, but a second
Covid wave across Europe in the Autumn, followed
by a third wave in the Spring created enormous

challenges for our guests and our people, who faced
constantly changing Government guidelines, travel
bans, and movement restrictions.

The recent development of multiple Covid vaccines
since December 2020 offers the world, and the airline
industry, real confidence that vaccination programs
will enable intra-EU air travel and tourism to recover
strongly during Summer 2021. If, as is presently
predicted, most European adult populations will
be largely vaccinated by September 2021, then we
believe we can all look forward to a strong recovery
in air travel, jobs and tourism in the second half of
the current fiscal year.

Our Group responded promptly, and effectively,
to this unprecedented crisis, which is the first
global pandemic we have suffered since the
growth of mass market air travel after the Second
World War. Our first priority was to cancel flights

Annual Report 2021RYANAIR GROUP
and comply with health restrictions mandated by
various EU Governments. Our second focus was
to reaccommodate passengers or provide them
with travel vouchers and refunds, even though this
proved to be a huge logistical challenge at a time
when all our offices were closed due to Covid
work restrictions during the June quarter of 2020.
When our offices reopened, we quickly increased
Customer Service staffing to eliminate what was an
unprecedented backlog of over 30m customer re-
accommodation and refund requests. Over the last
9 months, we have issued travel vouchers and cash
refunds worth over €1.5bn to our customers and
their families whose travel plans were disrupted by
Covid travel restrictions.

Once we had spooled up to respond promptly and
efficiently to customer service requests, we then
focused on costs and our post-Covid recovery. We
started with significant cuts to senior management
pay, and bonus payments were cancelled last year.
We then negotiated modest but sensible pay cuts
with our pilots, cabin crew and engineers across all
our European bases, under which their basic pay was
cut in Year 1 and Year 2, but will then be restored
in Years 3, 4 & 5 of multi-year pay agreements.
These were very difficult discussions set against
an extraordinary background of cancelled flights
and rosters, with most of our pilots and cabin crew
put on Government payment support or furlough
schemes, and we are grateful to our people and their
unions for these practical and timely agreements,
which were concluded to minimize job losses, and
pave the way for a rapid recovery of our flights and
schedules post Covid.

During the year we focused on keeping our aircraft,
our pilots and our cabin crew “current”, even if in
many cases this meant flying aircraft empty for short
periods, to keep the engines and air frames moving
regularly. We have rotated what flying we had across
as many pilots and cabin crew as possible so that
they could meet their currency requirements of
regular flight duties.

Our teams have conducted detailed negotiations
with all our core suppliers of aircraft, engines,
airports, handling, maintenance & engineering to
adjust our cost base to reflect this unforeseen
collapse in flights and traffic over the last year. The
success of these discussions allowed our Group
to right size our cost base, demonstrated that a
huge majority of Ryanair’s costs are variable rather
than “fixed” like many of our competitors who
survive only because they received multibillion-euro
packages of State Aid.

Looking forward into the post Covid recovery, we
have negotiated lower airport & handling costs and
traffic recovery incentives. We extended many of
our low-cost airport growth deals, most significantly
including London Stansted,
at our main bases
which now extends from 2024 until 2028. We have
negotiated a reasonable and fair compensation
with Boeing for the considerable delivery delays we
suffered to our B737 “Gamechanger” aircraft order.
In December 2020, we increased this firm order from
135 to 210 aircraft in return for a further modest
discount in the price of these aircraft. These aircraft
will, we believe, further widen the cost gap between
Ryanair and all other airline competitors in Europe
for the coming decade. Our negotiations with Boeing

Annual Report 2021RYANAIR GROUP
for a follow-on MAX-10 order continue, and we hope
to conclude an agreement with our major aircraft
supplier before the end of the current year. The new
Boeing “Gamechanger” aircraft deliver us 4% more
seats, but burn 16% less fuel, and reduce noise by
40% & CO2 emissions by approximately 16%, so they
are our key to further unit cost reductions within
Ryanair Group Airlines for the next decade.

While we wait impatiently for the vaccine rollout
across Europe to gather pace and catch up with the
very successful Israeli and U.K. vaccine rollouts,
there remains some uncertainty over the strength
and rate of air travel recovery into the late Summer of
2021. We take some comfort from current forecasts
that most EU countries will vaccinate over 80% of
their adult populations by the end of September, and
we hope this will lead to the removal of all intra-EU
travel restrictions, paving the way for a significant
short-haul traffic recovery during the peak months of
July, August and September.

The Ryanair Group remains poised and ready to
respond quickly to any improvements in demand
patterns, and we will flex our schedules sooner rather
than later to respond to any changes in customer
demand and/or Government travel restrictions.

We will emerge from this Covid-19 crisis with a lower
cost base, a better business model, and with one of the
strongest balance sheets in the industry, which leaves
us well positioned to capture further growth over the
next 5 years. We are absolutely committed to delivering
this growth in a manner that prioritizes customer
service, environmental efficiency and rewards our
customers, our people and our shareholders for their
patience and forbearance over the last year.

Prioritizing Customer Service
As we recover from Covid-19, restore our flights,
rebuild our schedules, and welcome back our loyal
customer base, we are determined to prioritize and
continuously improve our Customer Service.

In recent years, our Customer Service has prioritized
the key demands for lowest prices, on time flights, and
ease of access to travel services via our internet and
mobile platforms. However, our collective Covid-19
experience last year convinces us that we must work
harder and faster to continuously improve Customer
Service in all areas of our business services.

Already during 2021, we have made it easier for
customers to book with Ryanair Airlines by lowering
air fares, cutting change fees to zero so that if
customer plans (or Covid regulations) change,
then customers can change their bookings at ‘zero’
cost. We opened a new Covid Help Centre where
customers can interact easily, both online and in
person, with our Covid Help Team who will respond
promptly and quickly to these customer requests.

increased and

We have now automated all travel voucher issues,
cutting our refund process from 7 days to just
improved
24 hours. We have
communications with customers during
flight
disruptions or flight cancellations. For the very small
minority of customers who make bookings through
unauthorized 3rd party screenscrapers, we have
established an online cash refund request form to
give these consumers easy access to cash refunds
and travel vouchers in cases where Ryanair is unable
to communicate with them because 3rd party Online
Travel Agents have given us fake customer contact
and/or fake payment details.

Annual Report 2021RYANAIR GROUPAs we emerge out of the Covid-19 pandemic, we
must do more for our customers in addition to
offering them our lowest fares and the most on time
flights. This year, we invite all our customers to rate
their trip within 24 hours of flying, and we have set
up a Customer Panel, which will meet seasonally to
recommend service improvements that we should
implement. We are improving our self-service Hub
with real time status updates for all customer claims,
100% of customer queries will be tracked online, and
we commit that 95% of all queries will be answered
within 24 hours of being raised in the Hub.

We plan to further streamline our refund process
with vouchers accelerated to issue within 24 hours
of flight cancellation and 95% of all cash refund
requests will be processed and paid within 5 working
days (which is half of the current 10 day limit), and
we continue to streamline our customer verification
process so that those passengers who have been
duped or misled into booking through unauthorized
3rd party agents, can apply for and obtain their
refunds quickly and directly from the airline.

We are working hard to improve our day of travel
experience. We will shortly rollout real time flight
status, boarding gate and FastTrack updates to our
mobile app. We have a dedicated “Day of Travel”
help team available to help customers during flight
disruptions, and we are improving our online access
to inflight shopping and pre-order services, so that
each customer can obtain the travel services they
need, at the prices they love, as we improve not
just our Customer Service, but we transform our
passenger experience.

Improving Our Environment
At Ryanair, we are committed to growing annual traffic
from almost 150m (pre-Covid) to 200m customers
p.a. over the next 5 years. We are determined to carry
these customers and their families in a way that not
just lowers the cost of air travel, but also reduces
their impact on the environment. At the heart of
Ryanair’s environmental revolution will be our $22bn
investment in new technology aircraft, which will
deliver more seats per flight, with more leg room for

Annual Report 2021RYANAIR GROUPimproved comfort, yet these aircraft burn 16% less
fuel, and will reduce noise emissions by 40%. We will
maintain our high load factors to ensure every flight
maximizes traffic, while minimizing per passenger
emissions. We intend to cut our CO2 emissions per
passenger/km by 10% over the next decade, and we
are committed to be plastic free onboard our aircraft
during the next 4 years. We were the first major
airline to publish our monthly CO2 emissions, even
while we paid over €630m in environmental taxes in
2019, and with our voluntary carbon offset schemes,
we are now supporting green partnerships in Ireland,
Malawi, Portugal, Turkey and Uganda, all of which
invest in reforestation programs, green technology,
and improved climate action.

thereby significantly

Ryanair continues to work actively with the European
Commission and fuel manufacturers to incentivize
sustainable aviation fuel use. We are working with
A4E and the EU Commission to accelerate reform
of the Single European Sky, so we can eliminate
reduce
ATC delays, and
oil consumption and CO2 emissions. We have
established a new Sustainable Aviation Research
Centre with Trinity College Dublin on a 4 year project
to accelerate the development of sustainable aviation
fuels, so that as Ryanair grows with new technology
aircraft, we can further reduce fuel consumption and
CO2 emissions through improved fuel technology.
We have committed Ryanair airlines to a new goal to
power 12.5% of flights with sustainable aviation fuel
usage by 2030.

At Ryanair, we have demonstrated that we can grow
traffic while reducing our impact on the environment.
Every passenger that switches to Ryanair from
one of Europe’s legacy airlines is cutting their CO2
emissions by up to 50% per journey. With our new
aircraft, new engine technology, and sustainable
aviation fuel
investments, we are determined
to widen that gap. We have appointed our first
Director of Sustainability, so that our ambitious
environmental goals are placed at the very center
of every management decision and each business
strategy. We are delighted, honored and proud to
receive our first ever CPD Environmental score of
“B-“ for climate protection, and we were rated an “A”
for environmental corporate governance. We have
committed to improving our climate protection score
to at least an “A” over the next 2 years. Aviation has
a crucial role to play in improving both our mobility
and environment over the next decade, and Ryanair
will continue to lead environmental action from
airlines and aviation in Europe as we reach our goal
of achieving zero net carbon by 2050.

Diversity
We are very proud of the major strides our Airline
Group has made in recent years in promoting diversity
and inclusion within our Board, our management
team, and our training and recruitment. We are proud
that 40% of the Group Board are female leaders,
and over the last 12 months, more than 60% of
our promotions to middle and senior management
teams have been female. We are now developing
and growing female leadership in all areas of the
Group, especially in airline safety, finance, customer
service, HR, ground operations, rostering, inflight,
and in our pilot leadership teams.

Annual Report 2021RYANAIR GROUPWe are enhancing our workforce engagement in
addition to an extensive series of meetings and
contacts with our employees and their unions across
all EU countries. We are developing Peer Support
Groups, new work life balance policies, to encourage
our people to adopt a mix of working from home and
from our offices, and we are continuing to refine and
improve our world class training and development
for aviation professionals. Our Group opened our
new €100m training centre in Dublin in addition to
our training centres in Milan, London Stansted, East
Midlands and Frankfurt, and we hope these new
training facilities, which include aircraft simulators,
inflight and engineering training aircraft, will improve
not just the training but also the experience of new
recruits and promotees as they develop their careers
within the Ryanair Group of Airlines.

same time keeping our pilots, cabin crew and
aircraft current and ready to resume service once
normality returns. We expect a substantial return
to pre-Covid traffic volumes through the 2nd half of
2021, and we look forward to returning to pre-Covid
growth in Summer 2022 with the help of our new
Boeing “Gamechanger” aircraft, new bases including
those recently announced in Agadir, Billund, Riga,
Stockholm, Turin, Zadar and Zagreb. We have
committed ourselves to delivering this growth in
an environmentally sustainable manner, which
reduces both fuel consumption and CO2 emissions
per passenger while, at the same time, improving
and extending Ryanair’s leading industry customer
service and customer experience.

New state of the art Sim Center - Dublin

Looking to the Future
There is no doubt that the airline industry in general,
and the Ryanair Airline Group in particular, has
suffered a traumatic 12 months, during which our
business, our schedules, our profits, our guests and
our people have been devastated by the impact of
the Covid-19 pandemic. Governments were right
to take urgent action to protect public health, but
we believe that the successful development and
rollout of vaccines will enable a return to pre-Covid
normality through the Summer and Autumn of 2021.
The Ryanair Group of Airlines have worked hard last
year to assist customers with refunds and changes
of travel plans. We have striven to minimize job
losses through agreed pay cuts, and participating
in Government job support schemes, while at the

Gamechanger signing, Washington D.C. Dec. 2020.

We are all determined to ensure that as our business
and air travel recovers, we can continue to offer the
lowest fares, with the most on-time flights, but now
with a much reduced environmental impact, and an
ever improving customer experience for the benefit
of our 150m customers annually, our hard working
15,000 aviation professionals, and also for our
shareholders, who have loyally supported us through
a very difficult past 12 months, and I hope we can all
now look forward to better returns as our business
recovers over the next years. We are all working
hard here in Ryanair to deliver on these exciting and
ambitious challenges.

Yours sincerely,

Michael O’Leary
Group CEO
July 23, 2021

Annual Report 2021RYANAIR GROUPDIRECTORS’
REPORT
The Directors present their Annual Report and financial statements of Ryanair Holdings plc (“the
Company”), incorporated in the Republic of Ireland, and its subsidiaries (with the Company and the
subsidiaries being together “the Group”) for the year ended March 31, 2021.

Review of business activities and future developments in the business

The Company operates a low fares/low-cost, short-haul airline Group and plans to develop this activity by expanding

its successful business model on new and existing routes. Information on the Company is set out on pages 102 to

127. A review of the Company’s operations for the year is set out on pages 127 to 139.

Results for the year

Results for the year are set out in the consolidated income statement starting on page 175.

Principal risks and uncertainties

Details of the principal risks and uncertainties are on pages 83 to 101.

Key performance indicators

The key performance indicators are set out on pages 82; 102 to 127; 127 to 139.

Financial risk management

Details of the Group’s financial risk management policies and exposures are set out in Note 13 on pages 200 to 217.

Share capital

The number of ordinary shares in issue at March 31, 2021 was 1,128,062,028 (2020: 1,089,181,737; and 2019:

1,133,395,322). Details of the classes of shares in issue and the related rights and obligations are set out in Note

16 on pages 221 to 223.

Accounting records
The Directors believe that they have complied with the requirements of Section 281 to 285 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, Airside Business Park, Swords, Co. Dublin, K67 NY94, 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,
K67 NY94, Ireland. It is a public limited company and operates under the laws of Ireland.

People

At March 31, 2021, the Company had a team of over 15,000 aviation professionals.

Annual Report 2021RYANAIR GROUP
Substantial interests in share capital

Details of substantial interests in the share capital of the Company, which represent over 3% of the issued share

capital, are set out on page 147. At March 31, 2021 the free float in shares was 95.98%.

Directors and Company Secretary

The names of Directors who served throughout fiscal year 2021 are: Róisín Brennan; Michael Cawley; Emer Daly;

Stan McCarthy; Howard Millar; Dick Milliken; Mike O’Brien; Michael O’Leary; Julie O’Neill; and Louise Phelan. David

Bonderman and Kyran McLaughlin retired from the Board on May 31, 2020.

Juliusz Komorek served as Company Secretary. Details of the appointment and re-election of Directors are on page 17.

Interests of Directors and Company Secretary

The Directors who held office at March 31, 2021 had no interests other than those outlined in Note 20(d) on page

229 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, but in the context

of a low-cost airline Group, having regard to the comparative marketplace in Europe, in order to ensure that they are

motivated to perform in the best interests of the shareholders. Details of remuneration paid to key management

personnel (defined as including each director, whether executive or otherwise, of the Group, as well as the Executive

team reporting to the Board of Directors) is set out in Note 28 on page 235. Details of total remuneration paid to the

Directors is set out in Note 20 on page 227.

Executive Director’s service contract

In February 2019, Michael O’Leary signed a 5-year contract as Group CEO, commencing on April 1, 2019, which

commits him to the Company until July 31, 2024. Mr. O’Leary is subject to a covenant not to compete with the

Group within the EU for a period of two years after the termination of his employment. 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 150.

Share buybacks
There were no shareholders returns in the year ended March 31, 2021.

In the year ended March 31, 2020 the Company bought back 47.2m ordinary shares at a total cost of €581m. These

buybacks were equivalent to approximately 4.2% of the Company’s issued share capital at March 31, 2019. All of

these repurchased shares were canceled at March 31, 2020.

In the year ended March 31, 2019 the Company bought back 37.8m shares at a total cost of €561m These buybacks

were equivalent to approximately 3.2% of the Company’s issued share capital at March 31, 2018. All of these
repurchased shares were canceled at March 31, 2019.

In the year ended March 31, 2021 the Company issued approximately 35.2m shares under a non-pre-emptive placing
to institutional investors and certain of the Company’s directors and members of its senior management team.

Annual Report 2021RYANAIR GROUPThe shares were issued at a price of €11.35 per share raising gross proceeds of approximately €400m. The shares

issued represented approximately 3.2% of the Company’s issued share capital immediately prior to the placing.

Directors’ Compliance Statement

The Company complies with its relevant obligations (as defined in the Companies Act 2014). The Directors

have drawn up a compliance policy statement (as defined in section 225(3)(a) of the Companies Act 2014) and

appropriate arrangements and structures are in place that are, in the Directors’ opinion, designed to secure material

compliance with the Company’s relevant obligations. The Directors confirm that these arrangements and structures

were reviewed during the financial year. As required by Section 225(2) of the Companies Act 2014, the Directors

acknowledge that they are responsible for the Company’s compliance with the relevant obligations. In discharging

their responsibilities under Section 225, the Directors relied on the advice both of persons employed by the

Company and of persons retained by the Company under contract, who they believe have the requisite knowledge

and experience to advise the Company on compliance with its relevant obligations.

Relevant audit information

The Directors believe that they have taken all steps necessary to make themselves aware of any relevant audit

information and have established that the Company’s statutory auditors are aware of that information. In so far as

they are aware, there is no relevant audit information of which the Group’s statutory auditors are unaware.

Accountability and audit

The Directors have set out their responsibility for the preparation of the financial statements on page 65. They have

also considered the going concern position of the Company and their conclusion is set out on pages 30 to 31.

The Board 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, 2021 the Audit Committee met on 8

occasions. At least quarterly, the Audit Committee receives an extensive report from the Head of Internal Audit

detailing the reviews performed in the year to date, and an enterprise risk assessment of the Group. 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, ethical report

See pages 146 for details of staff and labor relations.

See pages 123 to 125 for details on environmental policies.

See page 171 for details of Ryanair’s Code of Ethics.

See page 25 for details of Ryanair’s Code of Business Conduct.

See page 58 for details of Anti-Bribery & Corruption policy.

See page 20 for details the Group’s policies in respect of diversity.

Annual Report 2021RYANAIR GROUPAir safety & security

Commitment to air safety and security is a priority of the Company. See page 112 for details.

Critical accounting policies

Details of the Company’s critical accounting policies are set out on page 129.

Subsidiary companies

Details of the principal subsidiary undertakings are disclosed in Note 28 on page 235.

Political contributions

During the financial years ended March 31, 2021, 2020 and 2019 the Company made no political contributions

which require disclosure under the Electoral Act, 1997.

Corporate Governance Report

The Corporate Governance Report on pages 15 to 32 forms part of the Directors’ Report.

Post balance sheet events

Details of significant post balance sheet events are set out in Note 27 to the consolidated financial statements on

page 234.

Auditor

The auditor, KPMG, Chartered Accountants, who were appointed in 1985, will continue in office in accordance with

the provisions of Section 383(2) of the Companies Act 2014. As required under Section 381(1)(b) of the Companies

Act 2014, a resolution authorising the Directors to determine the remuneration of the auditor will be proposed at

the 2021 AGM.

Annual General Meeting

The Annual General Meeting will be held at 9.00a.m. on September 16, 2021 in the Ryanair Technical Centre,

230/240 Lakeshore Drive, Airside Business Park, Swords, Co. Dublin, Ireland.

On behalf of the Board,

Stan McCarthy
Chairman
July 23, 2021

Michael O’Leary

Group CEO

Annual Report 2021RYANAIR GROUP

CORPORATE
GOVERNANCE REPORT
Ryanair has its primary listing on Euronext Dublin, 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 2018 U.K. Corporate Governance Code (the “2018 Code”), the version of the
Code in force during the year ended March 31, 2021. This Report also covers the disclosure requirements set
out in the Irish Corporate Governance Annex to the Listing Rules of Euronext Dublin, which supplements the
2018 Code with additional corporate governance provisions and is also applicable to Ryanair.

A copy of the 2018 Code can be obtained from the Financial Reporting Council’s website, www.frc.org.U.K..
The Irish Corporate Governance Annex is available on Euronext Dublin’s website, www.euronext.com.

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 & procedures, internal control, audit and risk management,
remuneration of the Non-Executive Director and Executive management and corporate governance. The Board has
delegated responsibility for the management of the Group to the Group CEO and the Senior Management team.
There is a clear division of responsibilities between the Chairman and the Group CEO, which is set out in writing and
has been approved by the Board.

Chairman
Stan McCarthy has served as the Chairman of the Board since June 2020, when he replaced David Bonderman. Mr.
McCarthy became Deputy Chairman in April 2019 and was appointed a Director in May 2017. 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 Group CEO, 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 Stan McCarthy holds a small number of other Directorships (see page 139), the Board considers that these
do not interfere with the discharge of his duties to Ryanair.

Annual Report 2021RYANAIR GROUP
Senior Independent Director
The Board has appointed Louise Phelan as the Senior Independent Director (SID). She is available to shareholders
who have concerns that cannot be addressed through the Chairman, Group CEO or Group CFO 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 (Juliusz Komorek), who is responsible to the Board for ensuring that
Board procedures are complied with.

Membership
The Board consists of one Executive and nine Non-Executive Directors following the retirement of Messrs. Bonderman
and McLaughlin at the end of May 2020. It is the practice of Ryanair that a majority of the Board will be Non-Executives,
each considered by the Board to be independent, and the Chairman is Non-Executive. The Board considers the current
size, composition and diversity of the Board to be appropriate. 40% of the current board are female. The composition
of the Board and the principal Board Committees are set out below. Biographies of the Directors are available on
pages 139 to 140. 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, diversity, and experience,
including international and aviation experience, necessary to lead the Group.
The Chairman has significant public company experience. Historically, the
Company has always separated the roles of Chairman and Group CEO for the
running of the business and implementation of the Board’s strategy and policy.

Stan McCarthy (Non Exec Chairman)

Independent: Yes

Years: 4

Commitee:
Executive
Nomination (Chair)

Louise Phelan (Non Exec-SID)

Róisín Brennan (Non Exec)

Michael Cawley (Non Exec)

Independent: Yes

Years: 8

Commitee:
Executive (Chair)
Nomination

Independent: Yes

Years: 3

Commitee:
Audit
Remuneration

Independent: Yes

Years: 7

Commitee:
Executive
Remuneration

Emer Daly (Non Exec)

Howard Millar (Non Exec)

Dick Milliken (Non Exec)

Independent: Yes

Years: 3

Commitee:
Audit

Independent: Yes

Years: 6

Commitee:
Executive
Nomination

Independent: Yes

Years: 8

Commitee:
Audit (Chair)

Mike O’Brien (Non Exec)

Michael O’Leary (Exec)

Julie O’Neill (Non Exec)

Independent: Yes

Years: 5

Commitee:
Safety & Security
(Co-Chair)

Independent: No

Years: 25

Commitee:
Executive

Independent: Yes

Years: 8

Commitee:
Remuneration (Chair)

Annual Report 2021RYANAIR GROUPAppointment
Directors are appointed following selection by the Nomination Committee and approval by the Board and must
be elected by the shareholders at the following Annual General Meeting. The focus of the Board, through the
Nomination Committee, is to maintain a Board with the relevant expertise, quality and experience required by
Ryanair to advance the Company and shareholder value. Ryanair recognizes the benefits of diversity, including
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, however, will be offering themselves for re-election at the AGM
on September 16, 2021.

Dick Milliken is Chair of the Audit Committee, Stan McCarthy is Chair of the Nomination Committee (“Nomco”), and
Julie O’Neill is Chair of the Remuneration Committee (“Remco”).

Senior Management regularly briefs the Board, including new members, in relation to operating, financial,
environmental and strategic issues concerning the Ryanair Group. The Board also has 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.

Other relevant factors
Non-Executive Directors hold share options over a small quantity of shares as set out on page 229. Whilst the
2018 Code notes that the remuneration of Non-Executive Directors should not ordinarily include share options,
the Company has a NASDAQ listing and has a substantial U.S. shareholder base. The granting of share options to
Non-Executive Directors to align interests of shareholders and Directors is an established market practice in the
U.S. which is generally encouraged by U.S. investors. The Company in accordance with the 2018 Code sought and
received shareholder approval to make these share option grants to its Non-Executive Directors and the Board
believes the modest number of options granted to Non-Executive Directors does not impair their independence
of judgement and character. Following consultation with key shareholders and the approval of a new Long Term
Incentive Plan (“LTIP 2019”) by shareholders at the 2019 AGM, which replaced the previous 2013 Share Options
Plan for all future share based payments, the Non-Executive Directors will not receive any further share option
grants or performance based shares.

With the exception of the historic modest grant of share options, there were no relationships or circumstances of
relevance under the 2018 Code impacting Non-Executive Directors independence.

Furthermore, in line with best governance practices, Ryanair has adopted a policy whereby all Directors retire on
an annual basis and being eligible for re-election, offer themselves for election. This therefore affords Ryanair’s
shareholders an annual opportunity to vote on the suitability of each Director.

The Nomination Committee have confirmed to the Board that it considers all Directors offering themselves for
re-election at the 2021 AGM to be independent and that they continue to effectively contribute to the work of the
Board. The Nomination 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

Annual Report 2021RYANAIR GROUPall Directors in connection with the Board and Committee 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’ and 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 Group’s developments and plans.

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 2018 Code, namely, whether each Director is independent in character and
judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the
Director’s judgement. The Board regards all of the Non-Executive Directors at the date of this report as independent
and has concluded that no one individual or group exerts an undue influence on others.

Within its independence review, the Board has considered the following items with respect to certain individual
Non-Executive Directors.

Director
& Role

Circumstances of relevance under
the 2018 Code in determining
independence

Basis upon which the Board has
determined independence

Status within the spirit
and meaning of the
2018 Code

M. Cawley

Non-Exec.

Served as Deputy CEO of Ryanair
from 2003 to March 2014.

H. Millar

Non-Exec.

Served as Deputy CEO of Ryanair
from 2003 to December 2014.

M. O’Brien

Non-Exec.

Served as Chief Pilot and Flight
Ops Manager of Ryanair from
1987 to 1991.

The Board considered Michael Cawley’s
outside business interests, as well as the (6
month) gap between finishing his Executive
role and his election to the Board in 2014
and concluded that his previous employment
with Ryanair did not compromise his
independence of judgement and character.
Additionally, as it is more than 5 years since
he served as a Company Manager, Michael
Cawley is considered to be independent
under the 2018 Code.

The Board considered Howard Millar’s
outside business interests and the (9 month)
gap between finishing his Executive role in
2014 and his election to the Board in 2015
and concluded that his previous employment
with Ryanair did not compromise his
independence of judgement and character.
Additionally, as it is more than 5 years since
he served as a Company Manager, Howard
Millar is considered to be independent under
the 2018 Code.

The Board considered Mike O’Brien’s
outside business
interests, as well as
the gap (25 years) between finishing his
Executive role with Ryanair and his election
to the Board in 2016 and concluded that his
previous employment with Ryanair did not
compromise his independence of judgement
and character.

Independent

Annual Report 2021RYANAIR GROUPMeetings
The Board meets at least quarterly and in the year to March 31, 2021 the Board convened meetings on 23 occasions.
Individual attendance at these meetings is set out in the table on page 25. 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 Board meetings and the fact that many matters require Board approval, demonstrates 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 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 20 on page 227. Also, please see the Report of the
Remuneration Committee on Directors’ Remuneration on page 59.

Non-Executive Directors
Non-Executive Directors are remunerated primarily by way of modest Directors’ fees. Full details are disclosed in
Note 20(b) and 20(d) on pages 228 to 229.

Executive Director Remuneration
The Group CEO 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 base salary dependent upon the achievement of certain financial and personal
targets. It is considered that the significant shareholding of the Group CEO as well as share options granted as
part of his contract extension in 2019, 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
20(a) on page 227.

Share Ownership and Dealing
Details of the Directors’ interests in Ryanair shares are set out in Note 20(d) on page 229.

The Board has adopted a code of dealing, to ensure compliance with the Listing Rules of Euronext Dublin and
the U.K. Financial Conduct Authority, applicable to transactions in Ryanair shares, debt instruments, derivatives
or other financial instruments by persons discharging managerial responsibilities (“PDMRs”) (e.g. Directors),
persons closely associated with persons discharging managerial responsibilities (“PCAs”) and relevant Company
employees (together, “Covered Persons”). The code of dealing also includes provisions which are intended to
ensure compliance with U.S. securities laws and regulations of the NASDAQ National market. Under the code,
Covered Persons are required to notify the Company and in the case of PDMRs and PCAs only, the Central Bank, of
any transaction conducted on their own account in Ryanair shares, debt instruments, derivatives or other financial
instruments. Directors are also required to obtain clearance from the Chairman or Group CEO (or other person
designated for such purpose) before undertaking such transactions, whilst Covered Persons who are not Directors
must obtain clearance from designated senior management. Covered Persons are prohibited from undertaking
such transactions during Closed Periods as defined by the code and at any time during which the individual is in
possession of inside information (as defined in the E.U. Market Abuse Regulation (596/2014)) in respect of the EU
(“EU MAR”) and, in respect of the UK, the retained version of EU MAR that applies in the UK from January 1, 2021.

Board Succession and Structure
The Board plans for its own succession with guidance from the Nomination Committee. The Nomination Committee
regularly reviews the structure, size and composition (including the skills, knowledge and experience) required of

Annual Report 2021RYANAIR GROUPthe 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 Nomination Committee identifies and selects candidates on merit against objective criteria, to ensure
that the Board has the skills, knowledge and expertise required. The Nomination Committee has access to external
advisors/recruiters as required and, during the past year, engaged PwC to assist with Board succession planning.

The Board currently comprises 10 Directors. The Group CEO is the only Executive Director. The 9 Non-Executive
Directors include Chairman Stan McCarthy and Senior Independent Director Louise Phelan. Biographies of all
current Directors are set out on pages 139 to 140. 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 2018 Code. Ryanair continually endeavors to maintain the
quality and independence of its Board.

Diversity
The Board is supportive of the target that women should represent 33% of boards and is pleased that 40% of the
Company’s Directors are female. Diversity is a key criteria for the Board as part of its renewal and succession plans,
and the Board appoints members based on merit without discriminating on age, gender, race, colour, religious or
social beliefs, sexual orientation, disability or any other factors.

Workforce Engagement
In June 2020 Róisín Brennan was appointed Ryanair’s Non-Executive Director with oversight of workforce
engagement.

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

1. 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 3 Non-Executive Directors who are independent for the purposes of the
listing rules of the NASDAQ and the U.S. federal securities laws: Dick Milliken (Chair), Róisín Brennan and Emer
Daly. The Board has determined that Dick Milliken is the Committee’s financial expert. It can be seen from the
Directors’ biographies appearing on page 139 to 140, 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 8 times during the year ended March 31, 2021. Individual attendance at these meetings is set
out in the table on page 25. The Group CFO, the Head of Internal Audit and other senior Finance and IT managers
(as required) normally attend meetings of the Committee. The external auditors attend as required and have direct
access to the Committee Chair 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 Chair at all times.

Annual Report 2021RYANAIR GROUPSummary 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 at https://investor.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 judgements
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, Annual Report and Form 20-F before submission to the
Board including advising the Board whether, taken as a whole, the content of the Annual Report and Form 20-F
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;
• Monitoring and reviewing the effectiveness of the Group’s Internal Audit function;
• 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

utilized and the results of the audit;

• Approving the remuneration of the external auditors, in particular ensuring that the pre-approval of non-audit
services pertains only to those services deemed permissible under Statutory Instrument No. 312 of 2016 and
U.S. SEC rules;

• 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; and

• 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 judgemental areas and compliance with stock exchange,
legal and regulatory requirements. The Committee receives reports from the external auditors identifying any
accounting or judgemental issues requiring its attention;

• The Committee also meets with management and external auditors to review the Annual Report and Form 20-F,
which is filed annually with the Irish Companies Office, the National Storage Mechanism in the U.K. and with the
United States Securities and Exchange Commission respectively;

• The Committee regularly reviews 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 function. 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;

Annual Report 2021RYANAIR GROUP• The Committee receives reports from the Head of Internal Audit detailing the reviews performed during the year

and a risk assessment (including a semi-annual Enterprise Risk Management Register) of the Company;

• The Committee has a process in place to ensure the independence of the external auditor is not compromised,
which includes monitoring the nature and extent of services provided by the external auditor through its annual
review of fees paid to the external auditor for audit and non-audit services. Pre-approval from the Committee
is required for all non-audit services to be provided by the external auditor. The Committee’s review process
was reviewed and updated during fiscal year 2017 to ensure full compliance with EU Audit Reform legislation
which is applicable to the Company’s financial year commencing April 1, 2017. Only those services deemed
permissible under Statutory Instrument No. 312 of 2016 and U.S. SEC rules, may be provided by the external
auditor. Accordingly, the external auditor is permitted to provide non-audit services that are not, or not perceived
to be, in conflict with auditor independence, provided it has the skill, experience, competency and integrity
to perform the work, and is considered by the Committee to be the most appropriate party to provide such
services in the best interests of the Company. Furthermore, effective for the financial year which is the subject
of this report, permitted non-audit services will be capped at 70% of the average statutory audit fees over the
preceding three years. Details of the amounts paid to the external auditors during the year for audit and other
services are set out in Note 20 on page 227; and

• The Committee receives presentations in areas such as treasury and taxation operations, ESG, information

systems and security, including cyber security, 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 Group CEO’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 auditor and was discussed with
management and the external auditor.

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 129, the critical accounting policy for long lived assets is disclosed. There is a detailed description
of the matters of estimate and the judgmental 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 value of the assets, the estimated cost of major airframe and engine overhaul, and
whether there are impairment indicators in respect of the assets. In particular, the Audit Committee considered
manufacturers’ recommendations, expert valuation analysis and other available marketplace information
in respect of the expected useful and residual lives of the assets, and whether there were any impairment
indicators associated with Ryanair’s aircraft fleet. The Committee agreed with management’s approach and
conclusions in relation to the accounting for long lived assets.

• Also on page 130, the critical accounting policy for the hedging of derivative financial instruments is disclosed,
which provides a detailed description of the significant judgements involved in the determination of the
effectiveness of the Company’s jet fuel and aircraft purchase hedge arrangements.

Annual Report 2021RYANAIR GROUPThe Audit Committee had detailed discussions with management concerning the judgements involved in:

(i) determining the timing of the removal of flight restrictions imposed by European governments relating to the
Covid-19 pandemic, the expected recovery of passenger demand and the revised flight schedules for fiscal year
2022, all of which have an impact on the effectiveness of the Company’s jet-fuel hedges; and

(ii) the timing of future payments for aircraft purchases that are dependent on the aircraft manufacturer’s ability to
meet forecast aircraft delivery schedules, which can impact on the effectiveness of the Company’s hedges of
future aircraft purchases.

•

In considering management’s assessment of the Group’s ability to continue as a going concern, the Committee
had regard to available sources of finance including access to the capital markets, sale & leaseback transactions,
secured debt structures, gross cash of approximately €3.15bn at March 31, 2021 and the sensitivity to changes
in these items. The Committee considered the Group’s cash generation and preservation projections throughout
the Covid-19 crisis and through to the end of the current aircraft purchase program (over the next five years).
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. Please also refer to the Company’s Viability
Statement on page 31.

The Committee considered the requirements under section 225 of the Irish Companies Act 2014 in relation to
the Directors’ Compliance Statement which applied to the Company for the year ended March 31, 2021 and has
ensured that the Directors are aware of their responsibilities and fully comply with this provision.

In addition, the Committee updated the prior year evaluation of the external audit process. The Committee considered
a range of factors including the quality of service provided, the specialist expertise of the external auditor, the level
of audit fees and independence. The Committee have evaluated the work completed by the external auditor in
the year to March 31, 2021, taking into account the fees paid to KPMG, and are satisfied with their effectiveness,
objectivity and their independence.

The Committee typically meets the external auditors 4 times per year. At these meetings:
• The external audit plan is considered and approved;
• The quarterly, interim and annual results are considered and are recommended to the Board for approval, 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 20-F, which is filed annually with the United States Securities and Exchange
Commission, Euronext Dublin and the London Stock Exchange, is considered and recommended to the Board
for approval;

• 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 auditor 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 auditor. The Committee’s policy is to expressly pre-approve every
engagement of Ryanair’s independent auditor for all audit and non-audit services provided to the Company.
Only those services deemed permissible under Statutory Instrument No. 312 of 2016 and U.S. SEC rules may
be provided by the external auditor.

Annual Report 2021RYANAIR GROUPKPMG have been auditor to Ryanair since the incorporation of Ryanair DAC in 1985. The last external audit tender
was conducted in 2010 and detailed consideration was given to the external audit arrangements in 2013. Under the
requirements imposed by EU Audit Reform legislation for the rotation of the external auditor, KPMG will be required
to cease acting as statutory auditor effective for the Company’s financial year ending March 31, 2024.

2. EXECUTIVE COMMITTEE
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. Louise Phelan (Chair), Michael Cawley, Stan McCarthy, Howard Millar and Michael O’Leary are the
members of the Executive Committee.

3. NOMINATION COMMITTEE
Stan McCarthy (Chair), Howard Millar and Louise Phelan 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, https://investor.ryanair.com. The Nomination Committee uses its members’
extensive business and professional contacts, as well as the services of professional advisors/recruitment
specialists, 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 recognizes the
benefits of gender diversity.

4. REMUNERATION COMMITTEE
The Remuneration Committee has authority to determine the remuneration of Senior Executives of the Company
and to administer the share based remuneration 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 measured against the annual
budget. The Remuneration Committee determines the remuneration and bonuses of the Group CEO, who is the only
Executive Director. Julie O’Neill (Chair), Róisín Brennan and Michael Cawley 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, https://investor.ryanair.com. The terms of reference of the Remuneration
Committee are reviewed annually.

5. SAFETY & SECURITY COMMITTEE
The Ryanair Air Safety and Security Committee reviews and discusses air safety and security related issues.
The Committee reports to the Board of Directors each quarter. Members include; Mike O’Brien and the Ryanair

Accountable Manager, Neil Sorahan (who both act as co-chair), as well as the following Executive Officers of

Ryanair: Carol Sharkey (Chief Risk Officer), Eddie Wilson (Ryanair CEO) and Aidan Murray (Chief Pilot). Nominated

Persons and a number of other managers are invited to attend.

Annual Report 2021RYANAIR GROUPA Ryanair Group Safety & Security Committee has also been established to review air safety and security related

issues across all Group Airlines. This Committee includes Carol Sharkey, Ryanair’s Chief Risk Officer (who acts as

chair), the Accountable Managers of each of the Ryanair Group Airlines and Mike O’Brien. This forum also facilitates

the sharing of best safety and security practice across the Group. The Ryanair Group Safety & Security Committee

reports to the Board of Directors each quarter.

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, which incorporates the Group’s Anti-Bribery & Corruption policy. This code is applicable to all Ryanair

Group 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, https://investor.ryanair.com.

Attendance at Board and Committee Meetings

Name

Mr. S. McCarthy (Chairman)

Ms. R. Brennan

Mr. M. Cawley

Ms. E. Daly

Mr. H. Millar

Mr. D. Milliken

Mr. M. O’Brien

Mr. M. O’Leary

Ms. J. O’Neill

Ms. L . Phelan (SID)

Board

23/23

21/23

22/23

21/23

23/23

Audit

ExexCo

NomCo

RemCo

Safety &
Security

8/8

7/8

8/8

5/5

4/4

Note: Committee membership was refreshed on June 1, 2020 as set out on page 16.

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 Group CEO, the Chairman and

individual Non-Executive Directors. 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

Board of Directors considered that the self-assessment process followed by Ryanair provides sufficient insights

into the effectiveness of the Board, creates a roadmap of areas for improvement, and enhances the performance

and effectiveness of the Board.

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.

Annual Report 2021RYANAIR GROUPThe 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 Board considers the results of the evaluation process and any issues identified. The above evaluations

were conducted in May 2020 and were presented to the Board at the September 2020 Board meeting in respect

of the year under review. The May 2021 evaluations will be presented to the Board at the September 2021

Board meeting.

Shareholders

Ryanair recognizes the importance of communications with shareholders. Ryanair communicates with its

shareholders following the release of quarterly and annual results directly via roadshows, recorded results

presentations made available on the investor relations section of our website (investor.ryanair.com), investor

days, conferences and/or by analyst calls. The Group CEO, Group CFO, Director of Sustainability, Head of Investor

Relations, and other senior managers participate in these events.

During the year ended March 31, 2021 the Company held discussions with a substantial number of institutional

investors, analysts, The Investor Forum, ESG advisors (incl. MSCI, Sustainalytics and ISS-Governance) and proxy

advisor firms (incl. Glass Lewis, ISS and PIRC). Additionally, Non-Executive Directors including the Chairman,

Senior Independent Directors, Committee Chairs and Workforce Engagement Director (as appropriate) meet

shareholders at the company's semi-annual Shareholder Corporate Governance & ESG forums.

The Board is kept informed of the views of shareholders through the Executive Director and Senior Management

(including the Group CFO, Head of Investor Relations and Director of Sustainability). Furthermore, broker feedback

from roadshow 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, Senior Independent Director, Workforce Engagement Director and/or Chairs of other Board Committees

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 Annual General Meeting (“AGM”) at which a Director reviews the
results and comments on current business activity. Financial, operational and other information on the Company

is provided on the Company website, https://investor.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. The Board Chair and the Chair of

the Audit and Remuneration Committees are available to answer questions from all shareholders.

The Group CEO makes a presentation at the AGM 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

Annual Report 2021RYANAIR GROUP
to limitations described under note “Limitations on Share Ownership by Non-EU Nationals” on page 156. 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 or 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 an 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 AGM and the Form of Proxy are sent to shareholders at least 21 days before the meeting. The

Company’s Annual Report is available on the Company’s website, https://investor.ryanair.com. The AGM will

be held at 9.00a.m. on September 16, 2021 in the Ryanair Technical Centre, 230/240 Lakeshore Drive, Airside

Business Park, Swords, Co. Dublin, Ireland.

All general meetings other than the AGM are called Extraordinary General Meetings (“EGM”). An EGM must be

called by giving at least 21 clear days’ notice. Except in relation to an adjourned meeting, 3 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 a 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. At the 2020 AGM, as was highlighted by the Meetings Chair during the AGM

and reported immediately following the AGM, discretionary proxies representing approximately 4.8% of shares

were voted in favor of all resolutions by the meeting’s Chairman. The Company will continue to report such

discretionary proxy voting in future Annual Reports and with the results of AGM voting (issued immediately

following each AGM).

2020 AGM

Post the 2020 AGM (September 17, 2020), Board members and senior management engaged with shareholders on

the voting outcomes where less than 80% of votes were in favor of the resolutions. The Board is pleased to present

the outcomes from these engagements.

Resolution 2: Remuneration Report

Shareholders noted the 2018 Code discourages share options for Non-Executive Directors. At the 2019 AGM,

shareholders approved LTIP 2019 whereby no further share options or performance related awards can be made

Annual Report 2021RYANAIR GROUP
to Non-Executive Directors ensuring that this is now a legacy issue. Shareholders also had concerns about the

granting of bonuses to the executive director in a period of uncertainty facing the aviation industry. As part of

the Group’s response to the Covid-19 crisis, the Group CEO agreed to reduce his base pay to €250,000 (a 50%

reduction) for fiscal year 2021. Senior management and the Board also agreed to base pay/fee cuts during fiscal

year 2021. Additionally, despite a strong performance by management throughout the past year and a circa 30%

increase in the Company’s share price, the Remuneration Committee did not award bonuses to Senior Management

for fiscal year 2021.

Resolution 3D. Re-elect Michael Cawley

Shareholders noted Michael Cawley’s previous ties to the Company. Over five years have passed since Michael

Cawley was a full-time employee of Ryanair and hence, he is considered Independent under the 2018 Code. See page

18 (Independence). Additionally, the Company’s new Chairman, Stan McCarthy, refreshed the Board Committees

from June 1, 2020 and Mr. Cawley is no longer the chair of the Nominations Committee.

Resolution 3F. Re-elect Howard Millar

Shareholders noted Howard Millar’s previous ties to the Company. Over five years have passed since Howard Millar

was a full-time employee of Ryanair and hence he is considered Independent under the 2018 Code. See page 18

(Independence). Additionally, the Company’s new Chairman, Stan McCarthy, refreshed the Board Committees from

June 1, 2020 and Mr. Millar is no longer the chair of the Remuneration Committee.

Risk Management & 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 Financial Reporting Council’s “Guidance on Risk Management, Internal Control and Related

Financial and Business Reporting”, most recently revised in September 2014, 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 2018 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 four times per year and has separate Group CEO and

Chairman roles;

• A clearly defined organizational structure along functional lines and a clear division of responsibility and

authority in the Company, including the appointment of a Chief Risk Officer;

Annual Report 2021RYANAIR GROUP• 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 and Company 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 including senior Group and airline management, to review the

performance and activities of the Group;

• 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 & procedures which

clearly define authorization limits and procedures;

• An internal audit function which reviews key financial, IT and 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 program 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, 2021 and has reported thereon to the Board.

The Audit Committee monitors management’s response to significant control failure or weakness in the risk

management process, receives regular progress updates, and ensures issues are sufficiently remediated.

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.

Second Shareholders’ Rights Directive

Under section 1110M of the Companies Act 2014, the Company will seek shareholder approval for its Directors’

Remuneration Policy at its annual general meeting in 2021. As the Company has not previously put its Directors’

Annual Report 2021RYANAIR GROUPRemuneration Policy to shareholders for approval, the current policy allows the Remuneration Committee to

exercise the full discretion conferred by Articles 78, 79, 81, 94, 96, 97 and 98 of the Company’s Articles of

Association subject to the following restrictions:

1. Article 77 of the Company’s Articles of Association, which provides that the ordinary remuneration of the

Directors shall be determined from time to time by an ordinary resolution of the Company;

2. Section 238 of the Companies Act 2014, which requires certain substantial non-cash transactions involving

Directors to be approved by shareholders;

3. Irish Listing Rule 6.1.32 and 6.1.35, which require certain incentive schemes and discounted option

arrangements to be approved by shareholders;

4. Irish Listing Rule 11 and section 1110 of the Companies Act 2014, which require certain transactions with

related parties to be approved by shareholders; and

5. The rules of the Option Plan 2013 and the LTIP 2019.

Takeover Bids Directive

Information regarding rights and obligations attached to shares are set forth in Note 16 on pages 221 to 223.

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

voting rights), if/when options are exercised by employees and/or share grants vest.

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) restrict the voting rights of shares held by

non-EU nationals if the Board believes the number of non-EU nationals holding shares in Ryanair would put it

in breach of the regulations, licenses and permits which allow it to operate.

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

the Directors’ Report. There are no specific rules regarding the amendment of the Company’s Articles

of Association. Details of the Company’s share buyback program are set forth on pages 150 to 151. The

shareholders approved the power of the Company to buyback shares at the 2006 AGM and at subsequent

general meetings.

None of the significant agreements to which the Company is party contain change of control provisions. As

referred to above in the Directors’ Report, the Group CEO’s employment agreement does not contain provisions

providing for compensation on his termination.

Going Concern

In adopting the going concern basis in preparing the financial statements, the Directors have considered

Ryanair’s available sources of finance including access to the capital markets, sale and leaseback transactions,

secured debt structures, the Group’s cash-on-hand of over €3.15bn at March, 31 2021, and cash generation and

preservation projections, together with factors likely to affect its future performance, as well as the Group’s

principal risks and uncertainties.

Annual Report 2021RYANAIR GROUPThe Board are satisfied that it remains appropriate to adopt the going concern concept. In arriving at this

decision, the Board considered, among other things:

1. The Ryanair Group’s liquidity with over €4bn cash at June 30, 2021, a €0.62bn reduction in net debt in

quarter 1, Fiscal Year 2022, and the Group’s continued focus on cash management;

2. The Group’s solid BBB credit ratings (from both S&P and Fitch Ratings);

3. The Group’s strong balance sheet with almost 90% of its B737 fleet unencumbered;

4. The Group’s access to the debt capital markets. In May 2021, the Group raised a €1.2bn, 5-year unsecured,

Eurobond at a low coupon of 0.875%;

5. Ongoing cost reductions across the Group;

6. The widespread rollout of Covid-19 vaccines in Europe, with it reported that the vast majority of the European

adult population will be vaccinated before the end of September 2021;

7. Increased bookings; and

8. The Group’s flexibility to react quickly to improved customer demand following vaccine rollouts, the launch

of EU Digital Covid Certificates, the relaxation of quarantine requirements for vaccinated arrivals to the UK

from mid-July, and the (expected) further easing of European Governments travel restrictions/lockdowns

over the coming months.

Based on the assessment of the adequacy of the financial forecasts, testing various scenarios and considering

the uncertainties described above, and current funding facilities outlined the Directors have formed a

judgement, 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 a period

of at least twelve months from the date of approval of the financial statements and that there were no material

uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. 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 65 and the reporting responsibilities

of the auditor are set out in their report on page 74.

Viability Statement

The Group’s internal strategic planning processes currently extend to March 2026 which covers the expected

delivery timeframe for the Group’s existing aircraft orders and its long-term passenger growth target to

approximately 200m customers p.a. Future assessments of the Group’s prospects are subject to uncertainty

that increases with time and cannot be guaranteed or predicted with certainty.

The Directors have taken account of the Group’s strong financial and operating condition, its BBB credit rating

(with both S&P and Fitch Ratings), the available sources of finance including access to the capital markets,

sale & leaseback transactions, secured debt structures, cash on hand of approximately €3.15bn at March 31,

2021 and over €4bn at June 30, 2021 and the sensitivity to changes in these items. The Directors considered

the Group’s cash generation and preservation projections throughout the Covid-19 crisis and through to the

end of the current aircraft purchase program (over the next five years) together with the principal risks and

uncertainties facing the Group, as outlined in the Principal Risks and Uncertainties section starting on page 83,

and the Group’s ability to mitigate and manage those risks. Appropriate stress-testing of the Group’s internal

budgets, liquidity and cashflows are undertaken by management on an ongoing basis to consider the potential

impact of severe but plausible scenarios in which combinations of principal risks materialize together.

Annual Report 2021RYANAIR GROUPBased on this assessment, the Directors have a reasonable expectation that the Group will be able to continue

in operation and meet its liabilities as they fall due over the course of the existing Boeing aircraft order.

Compliance Statement

Ryanair has complied, throughout the year ended March 31, 2021, with the provisions set out in the U.K.

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 2018 Code, but continues to

review these situations on an ongoing basis:

• Non-Executive Directors historically participated in the Company’s share option plans. The 2018 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 2018 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 as to impair their independence. At the 2019 AGM, shareholders

approved a new Long-Term Incentive Plan (“LTIP 2019”). Under LTIP 2019, Non-Executive Directors cannot

receive share options but will be eligible to receive non-conditional ordinary shares from time to time. No

grants have been issued to Non-Executive Directors under LTIP 2019 to date.

On behalf of the Board

Stan McCarthy
Chairman
July 23, 2021

Michael O’Leary

Group CEO

Annual Report 2021RYANAIR GROUPENVIRONMENTAL
& SOCIAL REPORT

Ryanair - The journey

$22bn invested
in new fuel aircraft

CDP ‘A’ Rating
by 2023

Sustainable Aviation
Research Centre – TCD

A LIST

Highest load
factors - lowest
emiss. per pax

96%

66g CO2 per passenger/
km cut by 10%
(to < 60g) by 2030

Goal of 12.5%
SAF by 2030

EUROPE’S
CLEANEST &
GREENEST
AIRLINES
GROUP

60g

CO2
by 2030

New Boeing 737s will cut
noise by up to 40% per seat

Plastic free
by 2025
(80% there)

Vol. carbon offsets.
4 Green Partners
(Malawi, Portugal,
Turkey & Uganda)

Call on EU Comm & states to
accelerate SESAR reform –
10% less emissions (easy win)

Paid €630m in
envir. taxes in 2019

1ST

AIRLINE

First major airline
to report monthly
CO2 emissions

Annual Report 2021RYANAIR GROUPAt Ryanair, we are committed to growing
annual traffic from 150m p.a. to 200m p.a.
over the next 5 years. We are passionate
about carrying these guests and their
families in a way that lowers their cost of air
travel and also reduces their impact on our
environment.

Thomas Fowler
Director Of Sustainability

Ryanair & Our Environment

Ryanair is Europe’s most environmentally efficient

every flight maximizes traffic while minimizing

major airline with the youngest fleet and the highest

emissions per passenger/km. Our investment in

load factors. Our CO2 per passenger/km pre

these new fuel-efficient “Gamechanger” aircraft will

Covid-19 was just 66 grams, which is approximately

help Ryanair deliver our target of cutting our CO2

50% less than the comparative figure for many EU

emissions per passenger/km by a further 10% to

flag carriers. Customers switching to Ryanair are

just 60 grams (already reduced by 15% since 2010)

choosing the “greener” option to fly.

by 2030.

At the heart of Ryanair’s environmental agenda is

Aviation will play a crucial role in environmental

our $22bn investment in new technology Boeing

sustainability over the next 30 years and Ryanair will

737-8200 “Gamechanger” aircraft which delivers

continue to lead environmental innovation among

4% more seats per flight, but 16% less fuel burn,

airlines and European aviation to exceed our goal of

and 40% lower noise emissions. We will maintain

achieving net-zero carbon emissions by 2050. With

our industry-leading high load factors to ensure

the main areas of focus being the following:

Annual Report 2021RYANAIR GROUP• Working actively with the European Commission

support best-in-class research in the areas of

through Airlines for Europe (A4E), Fueling Flight

SAF, zero carbon aircraft propulsion systems and

Initiative and with our fuel suppliers to incentivize

noise mapping. Through these efforts our goal is

the use of Sustainable Aviation Fuel (SAF).

to power 12.5% of our flights with SAF by 2030.

• Working with A4E and the EU Commission to

accelerate reform of the Single European Sky, so

Over the last decade, we have demonstrated that we

we can reduce ATC delays and fuel consumption

can grow traffic, while reducing our impact on the

along with CO2 emissions.

environment. With our investments in new aircraft,

•

In April 2021, we signed a multi-year partnership

new engine technology and SAF, we are determined

with Trinity College Dublin (TCD) to establish a

to grow in an environmentally sustainable manner

Sustainable Aviation Research Centre where we

over the next decade.

Share of global carbon dioxide (CO2) from fossil fuels and cement as of 2020 emissions

s
n
o
s
s
m
e

a
b
o
g
f
o
e
r
a
h
S

44.3%

50%

40%

30%

20%

10%

Ryanair works actively with the European
Commission through Airlines for Europe (A4E)
and with our fuel suppliers to incentivize the
use of Sustainable Aviation Fuel (SAF).

22.4%

20.6%

5.6%

4.2%

2.8%

Power

Industry

Surface transport

Homes

Buildings

Aviation

Source: Worldwide; Various sources (Le Queré et al.); 2020

Annual Report 2021RYANAIR GROUP

Aviation & The Environment

Long-haul vs short-haul emissions

Aviation is the most efficient form of mass point-to-

point transport, accounting for approximately 2.8%

of CO2 emissions. By contrast, surface transport

generates 20.6% of emissions. Aviation must play

its role in addressing climate change, and Ryanair,

as Europe’s largest, most efficient airline group, is

committed to leading the way.

Long-Haul vs Short-Haul

Recent Eurocontrol data shows that long-haul flights

(over 4,000km) are responsible for 52% of the EU’s

aviation emissions despite only accounting for 6% of

EU departing flights.

Ryanair does not operate

long-haul flights. By

contrast, short-haul flights (below 1,500km) account

for just 25% of the EU’s aviation CO2 emissions, with

medium haul flights (1,500km-4,000km) accounting

for the remaining 23%.

> 4000km

1500 - 4000km

500 - 1500km

0 - 500km

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

6.2%

19.6%

43.6%

30.6%

6.2% of flights
create 51.9% of CO2

30.6% of flights
create 4.3% of
CO2

51.9%

23.2%

20.6%

4.3%

Departing Flights
(2020)

CO2 Emmisions
(2020)

Source: EUROCONTROL Jan. 2021

Source: EUROCONTROL data Jan-Dec 2019

Annual Report 2021RYANAIR GROUPAviation is the only transport sector that
currently pays EU-ETS taxes and it is the only
industry that will soon have a global scheme
in place to reduce emissions even further.

ETS & Taxes

Ryanair pays environmental taxes on

its CO2

connectivity and does not address the environmental

emissions through the EU Emissions Trading Scheme

challenge from long-haul flights which account for the

(ETS) environmental tax system and Air Passenger

majority of aviation CO2 emissions. Additionally, it

Duty (APD). In fiscal year 2020 (pre-covid-19), Ryanair

replaces environmentally efficient flights with higher

paid €630m in environmental taxes, which is over €4

CO2 emitting ground transportation.

per ticket (approximately 11% of our average fare).

Aviation is the only transport sector that currently

participates in EU-ETS and it is the only industry that

will soon have a global scheme in place to reduce

emissions even further. From 2024 onwards, a Carbon

Offsetting and Reduction Scheme for International

is
Aviation (CORSIA) will be operational which
estimated to reduce carbon by around 2.5bn tonnes

between 2021 and 2035.

Ryanair Environmental Taxes

Ryanair Environmental
Taxes (€m)

FY19

FY20

UK APD

GERMAN APD

SCANDINAVIA APD

AUSTRIAN APD

BCN TAX

330

383

Further taxation on aviation is not a solution to achieve

EU-ETS CARBON CREDITS

115

150

climate gains as these funds are not reinvested in the

environment and extra costs for airlines endanger

investments in more climate friendly carbon reduction

solutions, such as new technology engines and
Sustainable Aviation Fuel (SAF).

TOTAL

544

630

COST PER GUEST
(% of avg ticket)

€3.82
10%

€4.12
11%

Equally, bans on short-haul flights, as has been

occasionally mooted, is unhelpful as it damages EU

11% OF THE COST OF THE AVERAGE TICKET
ARE ENVIRONMENTAL TAXES

Annual Report 2021RYANAIR GROUP
Our Journey: What We’ve Done

As Europe’s largest passenger airline, Ryanair accepts

new ways of improving on, and investing in, the right

that we have a responsibility to minimize our impact

mechanisms to offset and reduce our carbon footprint.

on the environment, to make flying greener and more

This will enable the Ryanair Group airlines to continue

attractive for our customers and to lead the industry

to make sustainable air travel affordable for all.

towards an environmentally friendly way of flying.

We can facilitate our growth plans while reducing our

We are very proud of each milestone achieved. Our

environmental impact. We commit to becoming a net

significant progress on fleet renewal, coupled with

carbon neutral airline by 2050 through an ambitious

ongoing audits of every aspect of our operations, has

strategy which looks at our aircraft sustainable

played a crucial role in reducing our CO2 emissions

aviation

fuel, our operational procedures, our

to date. As we continue to grow, we constantly seek

environmental partnerships and our passengers.

largest airline, Ryanair
As Europe’s
accepts that it has a responsibility to
minimize its impact on the environment.

Annual Report 2021RYANAIR GROUPWith an average age of just 9 years, the
the
Ryanair Group currently operates
youngest fleet of any major European Airline.

Green: Aircraft

With an average age of just 9 years, the Ryanair

Group currently operates the youngest fleet of any

major European Airline with 422 Boeing 737 aircraft

and 29 Airbus A320 aircraft, with 189 and 180 seats

respectively.

Cutting carbon emissions and aiming to

lower

Greenhouse Gas emissions (GHGs) is not something

new for Ryanair. In the 2 decades from 2000 to 2020,

we took delivery of 531 new Boeing Next Generation

aircraft with much

improved

fuel efficiencies

compared to our older B737-800 and B737-200

(classic) models then

in operation. During this

period, Ryanair disposed of 91 of our oldest and least

fuel-efficient aircraft,

lowering carbon emissions

and keeping our average fleet age among the lowest

in Europe.

Boeing 737-8200 "Gamechanger" Aircraft

In June 2021 we took delivery of our first Boeing 737-

8200 “Gamechanger” aircraft. The Ryanair Group has

agreed to purchase 210 of these newest generation

Boeing aircraft with a total value of $22bn.

The “Gamechanger”, fitted with CFM LEAP-1B engines,

advanced technology winglets and other aerodynamic

improvements, will lower fuel consumption by up

to 16% and reduce operational noise emissions by

approximately 40% compared to our existing Boeing

737-800NG fleet.

This medium range aircraft is perfect for Ryanair’s

point-to-point model as it can carry 197 passengers

(4% more than our existing 737-800NG fleet, but with

even more leg room!). Our new, light-weight comfy

seats also save fuel by reducing weight, and the

slimline seat design maximizes passengers per flight.

Annual Report 2021RYANAIR GROUPGreen: Noise & Air Quality
We are committed to reducing emissions and
noise through (i) “Gamechanger”, next generation
aircraft and efficient CFM LEAP-1B Engines, and (ii)
implementing operating procedures which minimize
environmental impact.

Next Generation of Aircraft
As new fuel-efficient, 40% quieter, Boeing aircraft join
our fleet, our impact on local communities’ noise and
air quality will become even better than they are today.

Our new Boeing 737 “Gamechanger” aircraft reduces
noise by up to 40%. The switch from Boeing 737-200 to
Boeing 737-800NG aircraft in the mid 2000’s previously
reduced our take-off noise footprint per passenger
by 86%. Our new Boeing 737 “Gamechanger” fleet
extends these reductions to 93%.

Noise and Emissions Compliance
100% of Ryanair aircraft meet ICAO Environmental
Protection NOx Standard.

100% of Ryanair aircraft meet ICAO Environmental
Protection Noise Standard. Ryanair is ranked Number
1 of 30 airlines for Noise Abatement Compliance
(99.6%) at London Stansted Airport (our biggest
base). We are ranked Number 1 for Continuous
Descent Approach at 7 major U.K. airports.

for perfection

“Ryanair continues
in
its drive
Environmental Noise Abatement Compliance. The
airline sets the highest standards for others to aspire
to, including its stated aim of 100% compliance for
continuous descent approaches (CDA). In April 2019
this came to fruition as this target of perfection was
achieved with CDA compliance of 100% from over
1,500 arrivals to runway 22.”
Stansted Airport Flight Performance Manager,
August 2019

Green: Operations
Flying our aircraft in the safest and most efficient
way is at the heart of Ryanair operations. Our flight
operations team ensure every flight is flown safely,
arrives on time and maximizes its fuel efficiency.

Ryanair established a Sustainability Committee as
far back as 2008 and it is chaired by our Director
of Sustainability. Key members of this Committee
include our Group CFO, Director of Operations,
Chief Pilot, Director of Engineering and CTO. This
Committee identifies, proposes and implements fuel
efficient measures into our Group Airlines operations.

Some of these initiatives include:
•

Implementing a new dynamic flight planning
system, reducing unnecessary flying.

• Single engine taxi policy. Approximately 90% of
flights perform single-engine taxi operations,
saving approximately 68,000 tonnes of fuel
per year.

• Continuous Decent Operations. A continuous
descent rate operation, rather than a stepped
descent during approach, results
in aircraft
remaining at a higher altitude for longer. Less
time at lower altitude means lower fuel burn and
therefore fewer emissions by avoiding the use of
engine thrusts. During the past year this saved
80,000 tonnes of fuel.

• The Group implemented a policy of using Ground
Powered Units (GPUs) on turnarounds rather
than Aircraft Power Units (APUs), reducing fuel
consumption on aircraft start up and shut down
saving 25,000 tonnes of fuel.

• Pilots receive timely, up-to-date, flight plans which
minimizes the excess fuel they need to carry.
We also cut paper use by approximately 16.5
tonnes p.a. with the introduction of a “paperless”
cockpit environment (electronic flight bags in
2014).

Source: Boeing

B737-200

B737-800NG

B737-8200

Annual Report 2021RYANAIR GROUPGreen: Customers

A core part of Ryanair's greener agenda is to educate

our customers so they can make an informed and

environmentally conscious decision.

Since April 2020, Ryanair has enabled its customers

to double their voluntary carbon offset contribution

from €1 to €2 per booking. This voluntary customer

carbon off-set scheme has raised €3.5m so far, with

more than 4% of our customers having contributed

to date. Furthermore, during fiscal year 2022 Ryanair

will launch a new Carbon Calculator that provides

customers the ability to offset their entire carbon

cost upfront at the time of booking, all of which (we

hope) will further support multiple projects for our

environmental partners.

Ryanair introduced enhanced customer communica-

tions in 2019 which educates customers on how

they can fly greener, an initiative which allows us

to measure the environmental awareness of our

customers on a quarterly basis. The focus of these

communications is to ensure that customers have

In August 2018, thousands of hectares of trees were

the appropriate knowledge and all the relevant facts

destroyed and millions of euro lost as a result of

to allow them to make better, greener, travel choices.

Green: Partners

the devastation. Ryanair has worked with Renature

Monchique since 2019. In the last 2 years, over

135,000 trees have been planted with the help of over

With the help of contributions from our environmentally

150 local volunteers from the Algarve community. To

conscious customers, Ryanair partners with credible,

date, the project has helped many local landowners

sustainable projects. The majority of the projects are

and their families to restore an area covering over 600

Verified Carbon Standard (VCS) and Gold Standard.

hectares – none of which would have been possible

We are proud to partner with Renature Monchique

without the support of our customers through our

(Reforestation in the Algarve), First Climate (Ugandan
Cook stoves), Shell’s Wind Power Plant Project in

Turkey as well as Improved Kitchen Regimes in Malawi.

voluntary Carbon Offset Scheme.

Ryanair has invested in several Verified Carbon/Gold

Standard projects, which are 100% funded by donations

from Ryanair customers through our voluntary Carbon

Renature Monchique was founded in partnership
with GEOTA, ICNF, the Algarve Tourism Board and The

Offset Scheme. One such project is First Climate,
who Ryanair has worked with since 2019, supporting

Municipality of Monchique to help with the region’s

their Uganda Cookstove Project, which distributes

reforestation following the

largest, uncontrolled

energy efficient cookstoves to households in the

wildfire to have ever hit Europe.

Kampala region.

Annual Report 2021RYANAIR GROUPThis project helps families to significantly reduce their

charcoal use, which in turn reduces greenhouse gas

emissions and contributes to the conservation of native

woodland in Uganda. The improved design of thousands

of these stoves leads to much higher combustion

temperatures which lowers indoor air pollution. This

prevents associated health problems like respiratory

infections, cardiovascular and ocular diseases.

Improved Kitchen Regimes, Malawi
This Gold Standard project developed by CO2BALANCE
supports the Dowa and Kasungu Districts of Malawi
where there is limited access to clean water.

Water must be boiled first for disinfection, which
requires timber for the fuel. Providing clean water
directly through rehabilitated boreholes stops the
need to boil water, saving firewood and preventing the
release of carbon emissions. A clean water supply
also provides significant health benefits improving
sanitation and hygiene, mitigating against disease,
which was common.

To date, Ryanair’s involvement in the project has
saved 245,000 tonnes of CO2 emissions.

Shell (Malawi & Turkey)
Since 2020, Ryanair has worked with Shell to support
Gold Standard offsetting initiatives developed by
CO2BALANCE and Enerji SA.

Balikesir Wind Power Plant, Turkey
This Gold Standard project developed by Enerji SA
aims to reduce greenhouse emissions in Turkey by
helping to stimulate the growth of the wind power
industry. It also increases employment, reduces other
pollutants resulting from fossil fuel dependent power
generation, helps to reduce Turkey’s increasing energy
deficit and diversifies the electricity generation mix
and reduces import dependency.

Ryanair’s involvement in this project has saved 330,000
tonnes of CO2 emissions so far and this project is
also recognized as an important commitment to the
UN’s Sustainable Development Goals (SDGs).

Annual Report 2021RYANAIR GROUPIn 2020, Ryanair was ranked as one of
the highest-rated airlines in the world for
environmental performance, receiving a “B-”
climate protection rating from the independent
Carbon Disclosure Project (CDP).

We support all ten of the UN Global Compact
principles, including all environmental principals.

Destination 2050
Destination 2050 sets out in detail how to achieve
net-zero CO2 emissions from all flights departing the
EU, U.K. and EFTA, while combining new technologies
with improved operations, sustainable aviation fuels
and further economic measures.

Sustainable Development
Finally, we actively participate in many initiatives
which focus on how to best incentivize and use
Sustainable Aviation Fuel (SAF). In March 2021, we
joined the ambitious Fueling Flight Initiative which
calls for SAF to be introduced in a sustainable
manner in Europe.

Green Participation & Accreditation

CDP (Carbon Disclosure Project)
In 2020, Ryanair was ranked as one of the highest-rated
airlines in the world for environmental performance,
receiving a “B-” climate protection rating from the
independent Carbon Disclosure Project (CDP) with
an “A” score for environmental corporate governance
and for emission reduction initiatives. CDP is a not-
for-profit charity that runs the global disclosure
system for investors, companies, cities, states and
regions to manage their environmental impacts.
Ryanair has set an ambitious goal of improving from
a “B-” to an “A” rating over the next 2 years.

CNBC ESG Council
Ryanair is a founding member of the CNBC ESG
Council. This is a roundtable for discussion and
collaboration among CEOs from some of the
world’s most prominent companies to discuss the
challenges posed by sustainability. The Ryanair
Group engages with ESG agencies on a regular basis
to ensure they have access to all the relevant and
latest information with regards to the Group.

UN Global Compact
the United Nations
Ryanair
Sustainable Development Goals and has signed up
to the UN GlobalCompact.

is committed

Annual Report 2021RYANAIR GROUP"Ryanair operates the youngest fleet, with
the highest load factor and an efficient
point-to-point model, leading to only 66
grams of CO2 emissions per passenger/ km".

Deliver CO2 per passenger/km

50% lower than average of
Europe’s other big 4 airlines

The Winning Formula

96%

Point-to-point

Routes with high load
factors (96% p.a.)

Continuously invest

Cut noise footprint

$22bn investment in 210
fuel-efficient new aircraft and
improved engine tech. (16%
lower fuel burn)

By 93% with the introduction of the
new Boeing 737-8200 "Gamechanger"
fleet versus the older Boeing 737-200
classic aircraft

Operations procedures

Sustainable Aviation Fuels

Most efficient in the industry

Goal of 12.5% SAF by 2030

Annual Report 2021RYANAIR GROUPOur Journey: the future
Ryanair operates the youngest fleet, with the highest
load factor and an efficient point-to-point model, leading
to just 66 grams (pre-covid-19) of CO2 emissions per
passenger/ km — the lowest emissions of any major
airline in Europe.

Even though we are already the most environmentally
efficient of the major EU airlines, we take the fight
against climate change very seriously. Our goal is to
power 12.5% of Ryanair flights with SAF by 2030. Our
recent order of 210 B737-8200 “Gamechanger” aircraft
will help us reduce our emissions by an additional 16%
due to improved engine and aviation technology.

Sustainability Aviation Fuels - SAF
Sustainable Aviation Fuels (SAF) will play a key role
in helping our industry achieve its ambitious carbon
neutral targets by 2050. It is essential, however, that
a proper framework is put in place to ensure that the
SAF produced is verified as being sustainable. For
this reason, Ryanair has partnered with Trinity College

Dublin (TCD) to set up the Ryanair Sustainable Aviation
Research Center in April 2021.

This partnership focuses on the following research:
1. Determination of fuel sustainability by performing
life-cycle analyses of embodied CO2 levels in fuel.
2. Developing a pre-screening tool to accelerate
certification of early stage SAF candidates. This will
remove regulatory barriers for the approval of more
SAFs, leading to a more competitive marketplace.

Ryanair has signed up to the Fueling Flight Initiative
through the European Climate Foundation which calls
on Europe to ensure future fuel policy only promotes
the most sustainable fuels for reducing the climate
impact of aviation.

Through our leadership role in Airlines for Europe
(A4E) we are actively encouraging governments to
support industry investment in SAF through incentives,
and work with the energy sector to ensure sufficient
availability of renewable energy at affordable prices.

Fixing Air Traffic Control (ATC)

Ryanair, together with Airlines for Europe (A4E), fully

We have repeatedly called on EU Member States to

supports the urgent reform of European airspace and

urgently implement the SESAR without further delay.

the Single European Sky (SESAR). If implemented, this

The sooner this improved ATC system is implemented,

will improve airspace efficiencies and cut emissions by

the sooner we can realise these significant (10%)

up to 10% immediately.

emissions savings.

CURRENT ATC

BETTER ATC

+10% CO2

-10% CO2

Annual Report 2021RYANAIR GROUP
Taskforce on Climate-related Financial Disclosures (TCFD)

The Ryanair Group is committed to ensuring that our climate change related disclosures align to the TCFD
recommendations. The Group has begun developing climate scenario analysis during FY21. Despite the impact of
Covid-19, we continue to monitor our climate change readiness including enhanced internal analysis and disclosures.

TCFD Recommendation

Ryanair Group Approach

Board oversight of
climate-related risks and
opportunities.

The Ryanair Board has the ultimate oversight of climate related issues
and receives regular reports and updates from the Group CEO, the
Group CFO and Director of Sustainability.

Governance

Management's role in
assessing and managing
climate-related risks and
opportunities.

Key risks are identified and analysed as part of the bi-annual review
of the Group enterprise risk register. Climate related risks, along with
associated plans to mitigate such risk, are assessed and scored and
highlighted to the Audit Committee and the Board.

On a quarterly basis, the Board receives an update from the Director of
Sustainability on performance with respect to climate related issues.
On an annual basis, the Board reviews the Group's Climate strategy.

The Director of Sustainability
is responsible for day-to-day
management of climate-related risks, annual reporting, strategy
implementation and risk assessment.

On a monthly basis, the Sustainability Committee, made up of
senior management from Operations, Engineering, Finance, Legal
and Ryanair Labs, meet to monitor our climate related impacts,
existing and upcoming environmental legislation, fuel efficiency
and energy performance. This committee identifies, assesses and
makes recommendations for addressing climate-related risks and
opportunities.

The Director of Sustainability reports to the Board quarterly with
respect to performance on climate related issues.

Within the semi-annual review of the enterprise risk register, senior
management across the Group have the opportunity to highlight
climate related risks to provide a variety of perspectives, and highlight
actions taken to mitigate those risks.

Climate-related risks and
opportunities identified over
the short, medium and long
term.

The Ryanair Group's long-term strategy identifies climate change as
a key area for the business which will have an impact going forward.

Short- and medium-term risks and opportunities are addressed on
an ongoing basis by the Sustainability Committee and Sustainability
Department who report onwards to the Board.

Strategy

Please see our environmental policy of the key risks and opportunities
for further detail.

Impact of climate-related
risks and opportunities
on the organization's
businesses, strategy and
financial planning.

Climate-related risks and opportunities are incorporated into the
Ryanair Group's environmental policy. The Board reviews the
environmental policy once a year and receives quarterly update on
performance. Environmental opportunities and threats are factored
into our financial and operational planning, including operational fuel
efficiencies and regulatory impacts.

Annual Report 2021RYANAIR GROUPStrategy

Resilience of organization's
strategy taking into account
different climate scenarios,
including 2-degree scenario.

The Group is currently reviewing differing future climate scenarios
and the associated potential impact on the Group.

Processes for identifying
and assessing climate-
related risks.

The Ryanair Group has short, medium and long-term climate related
physical and transition risks identified. These risks are an inherent
part of operating in the airline industry and their impacts are assessed
through the enterprise risk register. The potential financial impact is
assessed through forecasting scenario analysis.

For transition risks, the Group is currently reviewing differing future
climate scenarios and the associated potential resilience and impact
on the Group.

Risk
Management

Processes for managing
climate-related risks

Key areas of the business (e.g. Operations and Sustainability
Departments) are responsible for the ongoing monitoring and
management of climate related risk based on the likelihood and
impact to the Group.

How processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organization's overall risk
management.

All risks including those related to climate change are identified
through the Group's enterprise risk register. The register highlights
the risks, their likelihood of occurring and impact with associated risk
mitigation.

The key elements of risks identified by the Group and their effective
management are discussed extensively at Audit Committee and at
Board levels twice a year. See our Risk section (from page 83) for
further details.

Metrics used by the
organization to assess
climate-related risks and
opportunities in line with
its strategy and risk
management process.

The Ryanair Group has outlined all key metrics (in line with SASB
disclosure requirements) used to measure and manage climate-
related risks. See our environmental policy for further details. See
page 48 for details of key metrics.

Metric and
Targets

Scope 1, Scope 2, and if
appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the related
risks.

The Ryanair Group reports on its Scope 1 greenhouse gas emissions
annually (see page 48), in accordance with the EU Emissions Trading
Scheme. 99% of the Group's direct greenhouse gas emissions relates
to jet fuel.

Targets used by the
organization to manage
climate-related risks
and opportunities and
performance against
targets.

The Ryanair Group reports on performance against targets annually.
See FY21 performance section for information and historical
performance.

Annual Report 2021RYANAIR GROUPSustainability Accounting Standards Board (SASB) Index (Airline Industry Standard)

Greenhouse Gas Emissions

Accounting Metric

Unit of Measure

FY21

FY20

FY19

FY18

FY17

SASB Code

Gross Global
Scope 1 Emission

millions of metric
tons (t) CO2-e

Total Fuel Consumed

USG (millions)

2.9

12.7

11.8

11.0

9.9

TR-AL-110a.1

307

1,339

1,244

1,157

1,043

TR-AL-110a.3

Activity Metrics

Accounting Metric

Unit of Measure

FY21

FY20

FY19

FY18

FY17

SASB Code

Available seat
kilometers

ASK (millions)

Passenger load factor

Rate

Revenue passenger
kilometers

RPK (millions)

Number of departures

Number

Average age of fleet
(owned)

Years

49,271

192,165

184,325

170,745

158,260

TR-AL-000-A

71%

95%

96%

95%

94%

TR-AL-000-B

34,982

182,556

176,952

162,208

148,764

TR-AL-000-C

204,828

823,897

789,771

725,044

675,482

TR-AL-000-E

TR-AL-000-F

Annual Report 2021RYANAIR GROUPGreen: Campus
At Ryanair, our efforts do not stop at our fleet and flight
operations. We are taking big steps towards a greener
future at our Dublin campus and in our engineering
hangers, as well.

Inside our offices and our hangers, we are always
looking for ways to improve. Our teams are supplied
with recycling bins, we use motion sensor LED lighting
so the lights are never left on at home-time, and our
new technology goes one step further by automatically
dimming the lights as natural sunlight floods into our
modern working spaces. We also use LED lighting in
our hangers across Europe.

We are phasing out plastic in our canteens. Team
members are incentivized to bring their re-usable cups
for morning coffees, and if they forget their ‘keep cup’,
we’ve got compostable plant-based ones to hand.
You’ll also notice our casual dress code in the office,
keeping the unnecessary dry-cleaning of suits at bay!

Our energy efficient buildings are A-Rated, with our
newest building, Airside Green, home to a Recycling
Centre, 25 e-charging points, over 100 solar panels and
200 covered bicycle spaces - encouraging Ryanair’s
team to opt for a greener commute, when not working
from home.

We are also pleased to take part in the Irish Government’s
tax efficient “Bike to Work” scheme, helping our team
to invest in brand-new bicycles and safety equipment,
including an electric bike, in a tax-efficient manner.

AIRSIDE GREEN INITIATIVES

SOLAR

PAPERLESS

Solar panels
satisfy our
electricity and
hot water
requirements.

Striving for a
paperless office.
We are already
paperless in the
cockpit.

ELECTRIC
VEHICLES

Electric
vehicle charging
points.

CANTEEN

GYM

A canteen with
a focus on
healthy food
and nutrition.

Discounted gym
membership for
staff, to promote
exercise and a
healthy work/life
balance.

RECYCLING

WORK FROM
HOME

CYCLE TO
WORK

Recycling paper,
toner, computer
equipment and
other waste.

Work from home
policy promote
healthy work/life
balance.

Operating a “Cycle
to Work” Scheme,
which allows
staff to purchase
bicycles in a tax
efficient manner.
This contributes
to lowering
carbon emissions,
reducing traffic
congestion and
improving the
health and fitness
levels of our team.

Annual Report 2021RYANAIR GROUP
Safety and Security

Safety and Security is our Number 1 priority. As part of
this unwavering commitment, we will continue to invest
in, and develop, our Safety Management System (SMS)
to ensure that it is robust and facilitates our goal of
continuous improvement.

Ryanair is evolving, and the Group now comprises five
Airlines – Buzz, Lauda Europe, Malta Air, Ryanair and
Ryanair U.K. We will ensure that, so far as possible,
our policy and procedures, developed over 36 years of
safe operations are rolled out in a standardized manner
across all Ryanair Group Airlines.

Strategic Safety Goals

Goal 1

Goal 2

We will, so far as possible, standardize the
Management Systems across all Ryanair
Group Airlines to ensure that we draw on the
extensive operational experience of 36 years
of safe operations.

We will manage the growth of Ryanair Group
Airlines, to ensure that safety and security
remain at the heart of everything we do.

Goal 3

We will continue to integrate the Airbus A320
into our Approved Training Organization (ATO).

We will make the necessary arrangements for
the safe introduction of the Boeing 737-8200
into our operations from 2021 onwards.

We will remain vigilant to emerging threats and
ensure that appropriate mitigations are in place.

Goal 4

Goal 5

Goal 6

Goal 7

Our latest Group Corporate Safety Strategy (2020-
2024) builds on our experience, acknowledges our past
achievements and establishes safety targets for the
future.

We have identified 5 Focus Areas and 14 Strategic
Safety Goals which take account of:
•
•
•
•
•

Management of Change
Key Operational Risk Areas (KORAs)
SMS Continuous Improvement
Aviation Security
Group Operations

We remain committed to keeping safety and security at
the heart of everything we do.

Monitoring our progress
To achieve the Safety Goals set out in the Ryanair Group
Corporate Safety Strategy, a number of actions have
been identified. Detailed action plans will be developed
and regularly updated. Progress will be tracked at
our Safety and Security Committee, and updates will
continue to be presented to the Board quarterly.

Goal 8

Goal 9

Goal 10

Goal 11

Goal 12

We will ensure that our processes for the
prevention of maintenance errors are robust
and effective.

We will continue to invest in safety enhancing
technology and manage its safe introduction
into our Group Airlines.

We will ensure we have robust processes in
place for safety and security promotion and
communication.

We will continue to work closely with European
and National Regulators to ensure that safety
and security is at the heart of rulemaking activity.

We will review our Cyber Security policies and
procedures to ensure they take account of
regulatory requirements and are robust and
effective in managing this developing risk.

We will carry out a Safety Survey to ensure our
KORAs remain appropriate.

Goal 13

We will ensure that our Security Management
the potential
System (SeMS) addresses
‘insider
security
and
considerations as we continue our growth.

aviation

threat’

We will review our Safety Performance
Indicators (SPIs) to ensure they remain in
assessing our safety performance.

Goal 14

We will work with regulators to safely deliver
Group Operations between Boeing Airlines.

Annual Report 2021RYANAIR GROUP
Behind every take-off and landing is a
dedicated team of aviation professionals.
Our people are key to the success of the
business.

Ryanair’s People

Behind every take-off and landing is a dedicated team

Airlines and European Base network which allows our

of aviation professionals. From the cockpit and cabin

people to question and address senior management.

to the engineering hangars and our support teams, our

Our teams have a suite of people engagement tools

people are key to the success of the business. We are

including a digital helpdesk, Ryanair TV, Safety TV and

committed to delivering an outstanding combination of

FleetTweet (which is our in-house short messaging

career development, world class training, competitive

service). Last year we sent over 4,000 tweets to our

pay, job security and strong employee engagement.

people through FleetTweet on a wide range of social,

We specifically hire talented and ambitious people who

health and business content.

enjoy a challenge and thrive in a busy environment.

People Engagement

Employee Representative Groups & Trade Unions

Ryanair continues to invest in its relationships with

At Ryanair we understand the importance of keeping

our people and their trade unions throughout Europe.

our teams engaged and up to date with the day-to-day

We regularly meet with our Pilot and Cabin Crew union

issues affecting our airlines. Our philosophy is open

partners to negotiate on pay and conditions for our

and direct communications with our people. We use

people.

our Ryanair Labs technology centers to develop an

industry leading suite of internal communication tools.

Since recognizing trade unions in December 2017, we

Through the Covid-19 crisis we have been able to

have concluded long-term collective agreements with

leverage these digital tools to keep our people in-touch

our people and their representatives in all of our major

and informed. Over the last 12 months we have held

markets throughout Europe, on topics such as pay,

over 100 virtual townhall meetings across our Group

rosters and annual leave.

Annual Report 2021RYANAIR GROUPWorkforce Engagement

Róisín Brennan

This year our Group built on its well-established workforce communication
and engagement mechanisms with my appointment as Workforce Engagement
Non-Executive Director. My role is to engage with employees and bring feedback
to the Board so that the Board can understand and consider these views in our
decision making.

This is a new role which we look forward to developing in the year ahead. This year
we established Colleague Contribution Panels to gather feedback from key business
areas. We conducted a series of virtual consultations including with pilot and cabin
crew colleagues from a range of Group airline bases, as well as colleagues from
our Airside (Dublin) office. Although the Covid Pandemic has restricted my ability
to travel and meet staff groups, I have had very positive engagement in our online
panel discussions, and I look forward to building on this early success with more
engagement next year including, I hope, some face-to-face visits if Covid permits.

I report to the Board quarterly on this activity and the Board includes Workforce
Engagement as an agenda item at least quarterly. I am grateful to our crews and
people who have shared their views and time in our engagements to date, and we
look forward to meeting more of our 15,000 aviation professionals whose hard work,
dedication to safety and customer service are key to our Group’s success.

Our People's Response to the Covid-19 Crisis

Delivering for Our People – Our Benefits

We prioritized the safety and wellbeing of our crew and

We deliver for our people on the things that really

support staff while protecting the maximum number

matter – pay, job security, work/life balance, and

of jobs. From early on in the crisis we leveraged our

career.

internal engagement channels to give our people

regular updates and communicate the range of health

protection measures we implemented onboard our

aircraft and in our support facilities to maximize the

health and safety of our people and our customers.

In March 2020, we began discussions with our union

partners and employee representatives throughout

Europe on Emergency Agreements which included

modest short term pay cuts (which will be fully

restored over the

life of the agreements) plus

productivity improvements and job protection. These

agreements gave us a platform to flex our operation

through the crisis while also giving our people the

reassurance that we would protect their jobs at a

time when our competitors were shedding tens of

thousands of staff.

Job
security

Sustainable business model, negotiated
agreements on job protection, path to
growth.

Best
pay

Best
roster

Market
leading earnings driven by
productivity pay which rewards hard work.

Stable, industry leading fixed rosters – 5 on
4 off, for pilots & 5 on 3 off, for cabin crew.

Unrivalled
work/life
balance

Crew home every night, no planned hotel
nights. New work/life balance policies will
encourage our support teams to adopt a mix
of working from home and from our offices.

Career
Progression

Growth delivers promotions and long-term
careers, thousands of promotions every
year.

World class
training

Comprehensive, industry leading training
for pilots, engineers and support staff.

Multiple
bases

Employment opportunities in regions and
cities under-serviced by other airlines.

Annual Report 2021RYANAIR GROUPPLC
BOARD

MANAGEMENT

40%

38%

60%

62%

FLIGHT
CREW

95%

CABIN
CREW

SUPPORT
TEAM

60%

40%

50%

Gender Diversity

Graduate Programme

At Ryanair, as part of our Diversity & Inclusion program,

Ryanair offers graduate programs and internships

we are committed to improving the ratio of female

ranging from 1-4 years across all key areas of

employees in management and leadership positions.

the business. Graduates on the program rotate

The airline industry has traditionally suffered from a

through different teams, giving them unprecedented

lack of female pilot and male cabin crew applicants,

experience in their chosen field. Ryanair currently

but we have seen some encouraging trends in recent

employs over 50 graduates who are a vital part of

years with more female pilot trainees and more male

our talent pipeline with 70% of each intake moving

cabin crew applying which helps us increase the

into permanent positions within the Ryanair Group.

proportion of female pilots and male cabin crew.

High performers are fast tracked into management

People Development

positions which is made possible by our track record

of growth across the airline group and our strong

Ryanair’s people management philosophy rewards

belief in promoting from within.

hard work and gives our people opportunities

to fast track their careers within a supportive

Succession Planning

environment that prioritizes and encourages people

This year we enhanced our succession management

development and internal promotions. Our focus

processes to identify and develop future business

on people development applies across all areas of

leaders and give high-potential people ownership of

the business from growing junior cabin crew into

their career paths. All senior management roles have

supervisors, to promoting first officers to captains, to

a succession plan including development goals and

developing IT graduates into skilled developers, and

strategies for the next generation of leaders.

finance graduates into qualified accountants, etc.

Ryanair’s open culture, world class training, focus on

Pilots

developing internal talent and our growth, allow our

Ryanair has positioned itself as a leading employer

people develop their confidence and skillset quickly,

of pilots in Europe with a pilot workforce of 5,000+

so they are well positioned to develop their careers

pilots from over 50 different nationalities. With an

and secure promotions.

industry leading fixed roster pattern (5 days on, 4

Annual Report 2021RYANAIR GROUP
days off) and the opportunity to work from over 80

We offer cabin crew great pay, industry leading

bases across Europe and North Africa, we can offer

5 on, 3 off rosters and outstanding promotional

our pilots a work/life balance that is truly unique.

opportunities into supervisor and trainer roles.

This is coupled with unrivalled career progression

and outstanding earnings potential. In recent years,

we have worked closely with pilot groups and their

unions to implement new local contracts, a new

annual leave system and a fair and transparent base

transfer system, which fit the Group’s needs to flex

its operation as it grows while providing our pilots

with a unique set of benefits made possible because

of our efficient, point-to-point operation.

Our track record of growth also allows suitable first

officers secure much sought-after promotions to

captain in less than half the waiting time of traditional

Engineering

airlines (3-5 years compared to 10 years plus).

We pride ourselves on the skill and expertise of our

Cabin Crew

team of engineers and their continued focus on the

highest standards of safety, quality and reliability.

Ryanair’s team of 8,000 cabin crew have been at

Our

teams work behind

the scenes planning

the forefront of the work we have done this year to

maintenance, purchasing and moving parts, solving

implement our healthy flying program and protect

technical issues from our state-of-the-art engineering

the health of our crew and customers through the

facilities throughout Europe each and every day

Covid crisis.

to ensure the continued airworthiness of our fleet.

What Our People Say
Javier, First Officer
Stansted

My experience in Ryanair started back in 2007. I was offered a Cabin Crew
(agency) contract and I could be based in any of Ryanair’s bases, the idea of living
in a new place, meeting new people, discovering a new profession sounded good
to me, but especially that job was going to bring me closer to the flight deck, which
was my target since I was a kid. At the end of the training I was told I was going
to be based in London Stansted, the biggest base, it was perfect to start to get to
know the job and the company, I was highly motivated and received a promotion
to Customer Service Agent within 7 months. I transferred to Madrid base in 2008
and I started to look for flight schools to start my pilot training. By summer 2008
I had started to become a pilot. In July 2009 I was promoted to Customer Service
Supervisor and at the same time I finished my Pilot training. Ryanair were very
accommodating with granting me annual leave when needed for Pilot exams.

Annual Report 2021RYANAIR GROUPRyanair Engineering offers a number of programs for

Ryanair continues to invest heavily in our people

engineers starting out on, or developing, their careers

and their training as we work through the Covid-19

including apprentice schemes, graduate programs,

recovery phase and prepare for growth to 200m

JAE (junior aircraft engineer) training and heavy

customers p.a. over the next 5 years.

maintenance training programs at Group facilities in

Lithuania, Poland, Scotland and Spain. We continue

Ryanair Labs

to invest in our heavy maintenance facilities and this

Ryanair LABS is our technology hub with teams of

year we built a new maintenance line at Prestwick,

dedicated, highly specialized, IT professionals spread

Scotland and started construction of a new hanger in

throughout our European locations in Dublin, Madrid,

Seville. These hangers support the growth of Ryanair

Wroclaw and our new virtual team located in Lisbon.

engineering over the next 12 months as we take new

aircraft deliveries and will complement our established

LABS is most renowned for developing and hosting

heavy maintenance facilities in Germany, Ireland, Italy,

the world’s

largest

travel website Ryanair.com,

Lithuania, Poland, Spain, and the U.K.

however, that is but a small fraction of the LABS team’s

Training

contribution. All aspects of life in Ryanair are under

constant review to see where Software & Systems

Training is at the forefront of everything we do at

developed by LABS can improve operational efficiency

Ryanair and our people have access to the best

and bring competitive advantages through automation.

training facilities in the industry. Our pilot and cabin

crew training facilities in Germany, Ireland, Italy and

From driving paperless cockpit ambitions with our

the U.K. are strategically located with state-of-the-art

Pilot App projects, to providing Cabin Crew with time

flight and cabin simulators and facilities. We started a

saving tools on their inflight devices, and providing

new partnership this year with Airline Flight Academy

more accurate ways to track aircraft movements at our

(AFA) in Dublin with a new training facility which

airports, LABS is constantly looking to innovate and

houses Full Flight Boeing MAX and Airbus Flight

improve the overall performance of the Ryanair Group to

Simulators, as well as Cabin Crew training facilities.

meet the dual strategies of growth and cost reduction.

Labs Scrum Team

Annual Report 2021RYANAIR GROUPCharities & Social

As Europe’s largest Airline Group, Ryanair is committed
to giving back to charities and organizations that truly
have an impact in the countries and communities in
which our airlines operate. Ryanair’s current charity
partners are the ISPCC (The Irish Society for the
Prevention of Cruelty to Children) – its nominated
charity in Ireland, and across Europe, Ryanair supports
Pequeño Deseo (‘Little Wishes’). To date, €10.2m has
been donated to deserving causes.

Ryanair & ISPCC Charity partnership
The ISPCC provides a range of services directly to
children and families and advocates for change to
enhance the lives of children in Ireland.

its partnership with

Ryanair commenced
ISPCC
Childline 5 years ago and has fundraised more than
€0.5m to date. Over the years, Ryanair has engaged
in a number of initiatives to support the work of the
charity, ensuring that Childline can continue listening
to children 24 hours a day, every day.

ISPCC and Ryanair work in collaboration on a number
of campaigns and competitions to help their mission of
making the protection of children everybody’s priority.

Ryanair and Pequeño Deseo charity
Ryanair has worked with Pequeño Deseo for more
than 5 years – first as one of our scratch card charity
partners and since 2019, as our chosen European
charity partner.

Ryanair is committed to giving back to
charities and organizations that truly
have an impact in the countries and
communities in which we operate.

Ryanair believes that it is its responsibility to give back
to charities and organizations that need funding and
awareness. Ryanair is proud to help such a charity
that provides a service of bringing a smile to sick
children throughout Spain. Ryanair and its customers
will support key awareness initiatives throughout the
year across Spain and Europe.

Ryanair’s FAI Cerebral Palsy Football Team
Sponsorship In 2019, Ryanair nominated the FAI’s
Cerebral Palsy Football Team as a charity partner as
well as flying the Irish team to Seville for the World
Cup tournament, through the Ryanair scratch card
charity partnership fund.

The FAI’s Football
for All Program provided
opportunities for over 3,500 players to play football
in their
local community, and Ireland’s Cerebral
Palsy Football team was one of nine international
disability player pathways that ensured players of
all ability would have an opportunity to tog out in the
green jersey.

Malta Air & Puttinu Cares Charity partnership
In September 2020, Malta Air launched its local charity
partnership with Puttinu Cares, supporting Maltese
families of children requiring cancer treatment abroad
by providing accommodation for family members
travelling with the children. Puttinu Cares aim is to
support family members of children who need to
go abroad to pursue any kind of further treatment.

Annual Report 2021RYANAIR GROUP
Puttinu Cares
is there for all accommodation
requirements for the accompanying family, facilitating
a home away from home. This alleviates a huge
burden, since when a child gets sick parents don’t
have to shoulder the expense of accommodation to
be able to stay with their child in hospital and care for
them in between stays.

Scratch Cards
Ryanair also has a number of nominated scratch card
charity partners. Ryanair scratch cards, available to
buy onboard, offer customers the opportunity to
win several prizes, with ongoing donations made to
numerous charities across Europe.

Ryanair’s Erasmus Student Network
Ryanair has been the exclusive partner of the Erasmus
Student Network since 2017, offering Erasmus students
across Europe huge savings, with fare discounts, free
bags and tailored travel offers. Ryanair has done more
than any other company or institution to make the
movement of people a reality within Europe. Our role
in bringing Europe together made Ryanair a natural
partner for the Erasmus program and it has proved to
be a huge success since it launched four years ago.

This partnership offers students with an ESN card the
following:
• 15% discount on Ryanair flights (Ryanair.com and

app only)

• A free 20kg check-in bag
• Community forum to share travel hints and tips
• Weekly travel offers to enable Erasmus students to

travel easily across Europe

• Tailored Ryanair in-journey offers on the mobile app

Annual Report 2021RYANAIR GROUPEthics & Transparency

is committed to conducting business

Business Ethics
Ryanair
in
an ethical fashion that complies with all laws and
regulations in the countries in which Ryanair operates.
Employees and representatives of Ryanair must
consider how their actions affect the integrity and
credibility of the Company as a whole. Ryanair’s
standards of integrity and ethical values have been
established and are documented in the Code of
Business Conduct and Ethics and the Anti-Bribery and
Anti-Corruption Policy. There are established channels
for reporting code and policy violations or other
concerns in a confidential manner.

Ryanair’s Code of Business Conduct and Ethics
This Code is applicable to all Ryanair Group employees.
The Group CEO and management at all levels of
Ryanair are responsible for ensuring adherence to the
Code. They are expected to promote an “open door”
policy so that they are available to anyone with ethical
concerns, questions or complaints. All concerns,
questions, and complaints will be taken seriously and
handled promptly, confidentially and professionally.
The Personnel Department investigates any instances
reported under the Code and the Head of Internal
Audit reports findings directly to the Audit Committee.
The Code is reviewed and approved by the Audit
Committee at least annually. The Code is available on
the Company’s website (https://investor.ryanair.com).

Anti-Bribery and Corruption
Ryanair has in place policies, procedures, training,
management systems and internal controls to prevent
bribery and corruption. Employees must not give
or offer anything of material value to any customer
or supplier as an inducement to obtain business or

favorable treatment. Similarly, employees must not
accept anything with a monetary value for themselves
or others, in return for giving favorable treatment to
customers or suppliers. These obligations are set
out in the Anti-Bribery and Anti-Corruption Policy.
The Policy also includes guidance on receiving and
offering gifts and hospitality, political donations and
contributions and charitable donations. Annual training
is provided to relevant employees. The Board has
overall responsibility for this policy and the Company’s
Internal Audit function monitors implementation. The
Group CFO has day-to-day responsibility for monitoring
and updating this Policy. The policy is available on the
Company’s website (https://investor.ryanair.com) and
is reviewed and approved by the Audit Committee at
least annually.

Modern Slavery Act 2015
Ryanair does not tolerate any infringement of human
rights, including the use of forced, compulsory or
trafficked labor, or anyone held in slavery or servitude
(whether adults or children) in any part of our business
or supply chain. We endeavor to only use suppliers
that adhere to these principles and provide a safe and
healthy working environment for their employees.

Whistleblowing
The Code of Business Conduct and Ethics includes
Ryanair’s whistleblowing policy and the procedure
in place to encourage employees to raise issues
regarding possible improprieties in matters of financial
reporting or other matters on a confidential basis.
The Audit Committee monitored the effectiveness
and was advised of notifications made under the
whistleblowing policy during the financial year ending
on March 31, 2021.

Annual Report 2021RYANAIR GROUPREPORT OF THE REMUNERATION COMMITTEE
ON DIRECTORS’ REMUNERATION

1. The Remuneration Committee (“Remco”)
The Remco has the authority to determine the remuneration of senior management (including the Executive Director)
of the Company and to administer the Company’s share-based remuneration plans as described on page 152. The
members of Remco are Julie O’Neill (Chair), Róisín Brennan and Michael Cawley. The role and responsibilities of
Remco are set out in its written terms of reference, which are available on the Company’s website, https://investor.
ryanair.com. All members of Remco have access to the advice of the Group CEO and Group CFO and may, in the
furtherance of their duties, obtain independent professional advice at the Company’s expense.

Following discussions with shareholders on the voting outcome on the Remuneration Report at the 2020 AGM,
Remco noted shareholders’, and proxy advisors’, comments regarding the payment of a performance related
bonus for fiscal year 2020 (despite fiscal year 2020 being a year of strong profitability and growth) to the Executive
Director. During the past year the Executive Director, senior management and the Board agreed significant pay
reductions/fee cuts in response to the Covid-19 crisis. Additionally, Remco did not award a bonus for fiscal year
2021 to the Executive Director or to the senior management team.

2. Proposed Remuneration Policy
This section sets out a summary of principles underpinning the Group’s proposed Remuneration Policy, which is
set out in full on https://investor.ryanair.com/remuneration-policy/. The full remuneration policy will be put to an
advisory and non-binding vote at the upcoming AGM in September 2021 in accordance with Section 1110M of the
Irish Companies Act 2014 (as amended). While the proposed policy relates to Director remuneration, information
on senior management remuneration is included below for information purposes.

(I) Clarity: The Group CEO (who is the only Executive Director) and the senior management team are rewarded
competitively, but in keeping with the ethos of a low-cost airline group, having regard to the comparative
marketplace primarily in Ireland and the U.K. to ensure that they are motivated to deliver in the best interests of
the shareholders.

(II) Simplicity: The remuneration of the Group CEO and senior management is structured towards a relatively low basic
salary (by EU airline comparatives) and a bonus scheme which allows the Group CEO and senior management
to earn up to a maximum of 100% of their base pay each year by way of performance related bonus. In selecting
annual performance targets, Remco takes into account the Group’s strategic objectives, short and long-term
business priorities. The Group CEO and each senior manager’s bonus is determined annually with up to 50% of
the total quantum being determined by reference to achieving the Company’s budgeted profit after tax (“PAT”)
for the fiscal year, and up to 50% of the total quantum being determined by reference to a written assessment of
the Group CEO and each senior manager’s personal performance against a list of rigorous performance targets
for their individual airline, department or areas of responsibility for that fiscal year. These personal performance
targets focus on strategic objectives such as (but are not limited to) traffic targets, ancillary revenue growth, cost
control (measured against ex-fuel unit costs) and liquidity, customer service metrics, management succession,
operational performance (including punctuality and customer satisfaction) and ESG targets. A key focus in fiscal
year 2021, and throughout the Covid-19 Crisis, was in relation to: cash preservation, minimizing job losses, keeping
aircraft and crews current, right sizing the Group’s cost base, financing the Group and further improving the Group’s
ESG credentials. Historically, senior managers have rarely received 100% of their bonus entitlement, the average in
recent years (when budgeted PAT has been achieved) is between 70% to 90%.

Annual Report 2021RYANAIR GROUPIn March 2020 the Group CEO, as part of the Group’s response to the Covid-19 crisis, agreed to further
reduce his base pay to €250,000 for fiscal year 2021 (another 50% reduction to the 50% pay cut he agreed
when he signed his new 5-year contract in February 2019). The senior management team and the Board of
Directors also agreed to base pay reductions/fee cuts. While Remco acknowledges that the Group CEO’s,
and the senior management team’s, performance was impressive throughout fiscal year 2021, in due
acknowledgement of the Group’s net loss for fiscal year 2021 and its participation in the UK CCFF scheme,
no bonuses were awarded to the Group CEO or senior management for fiscal year 2021.

(III) Risk: Reputational and other risks from excessive rewards, and behavioural risks that can arise from

target-based incentive plans should be identified and mitigated.

(IV) Predictability: The Group CEO’s share option grant (awarded as part of his 5-year contract in February
2019), when the share price was €11.12, has clear but challenging targets. The PAT of the Ryanair Group
must be doubled to exceed €2bn in any year up to fiscal year 2024 (inclusive) and/or the Company’s share
price exceeds €21 for a period of 28 days between April 1, 2021 and March 31, 2024. This gives certainty
to all stakeholders if the targets have been met.

(V) Proportionality: Linking annual bonuses to Ryanair’s short-term targets (including budgeted PAT and
other performance metrics), and share based remuneration to the Company’s ambitious long-term targets
(e.g. PAT above €2bn and/or share price above €21 as noted above) ensures that suboptimal performance
is not rewarded.

(VI) Alignment to Culture: The Group has a policy of minimizing management expenses and accordingly it
does not provide defined benefit pensions, company cars, or unvouched expenses to senior managers. All
expense claims must be fully vouched and are rigorously vetted on a monthly basis by the Group CFO.

The total remuneration paid to senior management (defined as the Executive team reporting to the Board of
Directors together with all Non-Executive Directors’ fees) is set out in Note 20 of the consolidated Financial
Statements. Company policy in respect of share-based remuneration is dealt with in section 6 below.

As the Group emerges from the Covid-19 crisis and embarks upon a 5-year growth plan, including the delivery
of 210 Boeing 737-8200 “Gamechanger” aircraft, which should see annual traffic grow to approximately 200m
by fiscal year 2026, Remco plans to engage remuneration specialists in the second half of fiscal year 2022
to review senior management remuneration arrangements. The purpose of this exercise is to ensure that
Group CEO and senior management remuneration continues to be aligned to the Group’s strategy, long term
interests and sustainability goals, while promoting retention and succession planning. Any material change to
the remuneration policy will (to the extent necessary) be tabled at the next appropriate AGM.

3. Group CEO Pay
In February 2019 Michael O’Leary signed a five-year contract as Group CEO commencing April 1, 2019
and expiring on July 31, 2024, when the share price was €11.12. As part of this contract the Group CEO
agreed to a 50% cut in base pay from €1m to €500,000 p.a., a 50% cut to his maximum potential annual bonus
(to €500,000) and, in line with best practice in the updated Corporate Governance Code, he does not receive
any pension benefits from Ryanair. This new contract included 10m share options, which are exercisable at
a price of €11.12 only if the PAT of the Ryanair Group is doubled to exceed €2bn in any year up to fiscal year
2024 (inclusive) and/or the share price of the Company exceeds €21 for a period of 28 days between April
1, 2021 and March 31, 2024. These options will lapse automatically should the Group CEO leave the Ryanair
Group’s employment on/ before July 31, 2024.

Annual Report 2021RYANAIR GROUPTo the extent that options vest, they can only be exercised between September 30, 2024 and February 2027. The
ambitious profit and share price targets mean that the Group CEO is fully aligned with, and committed to delivering
superior returns for shareholders over the term of his contract of employment. The Group CEO is subject to a
covenant not to compete with the Company within the EU for two years after the termination of his employment.
The options grant contains malus and claw back provisions.

The Group CEO is the only Executive Director of the Board. For the year ended March 31, 2021, the Group CEO
volunteered to a 50% reduction in his base pay to €250,000 and his maximum bonus was capped at €500,000.
While Remco acknowledges that Mr. O’Leary’s performance throughout fiscal year 2021 was impressive, the 50%
of Mr. O’Leary’s bonus, that is linked to budgeted PAT, was not achieved as the Group recorded a net loss in fiscal
year 2021. Additionally, as the Group participated in the UK CCFF scheme, Remco did not award a bonus for the
achievement of Mr. O’Leary’s personal targets in fiscal year 2021. As such, no bonus was awarded to Mr. O’Leary
for fiscal year 2021.

The Group CEO’s pay and bonus for fiscal years 2019, 2020 and 2021, is set out below.

Fiscal Year ended March 31,

2019

2020

2021

Percentage change FY21 v FY20

Base Pay
€’000

1,058

500

250

Bonus
€’000

Pension
€’000

Subtotal
€’000

Share Based
€’000

Total
€’000

768

458

1,826

1,547

3,373

958

250

-74%

2,509

3,467

1,780*

2,030

-41%

*€1.78m non-cash accounting charge for 10m options granted under the Group CEO’s new 5-year contract in February 2019

4. Performance
Fiscal year 2021 was the most challenging in Ryanair’s history. Covid-19 saw traffic collapse, almost
overnight, from 149m (pre Covid-19) to just 27.5m as many European Governments (with little notice or
co-ordination) imposed flight bans, travel restrictions and national lockdowns. The Group reported a full year loss
of €815m (excluding hedge ineffectiveness). During the year revenue fell by 81% to €1.64bn, in line with the fall
in traffic to just 27.5m from 149m. Ancillary revenue delivered a solid performance as more guests chose priority
boarding and reserved seating, resulting in an 11% increase in per passenger spend to almost €22. Fiscal year
2021 cost performance was strong, with absolute costs falling 66%. Due to an 81% reduction in traffic and aircraft
delivery delays, the Group recorded a €200m ineffectiveness charge on fuel and currency hedges in fiscal year
2021. At year end, the Group had strong liquidity with over €3.15bn gross cash and 85% of its owned (Boeing 737)
fleet was unencumbered. During the year, the Group received a (first time) “B-“ climate protection rating from CDP
and on time performance improved significantly with 96% of flights on time.

5. Non-Executive Directors
In keeping with the Company’s low-cost ethos, the level of Non-Executive Director fees is low by EU airline industry
comparatives. Directors are appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the AGM following their appointment. Ryanair’s Articles of
Association require that all Directors retire after a fixed period not exceeding 3 years. Ryanair has adopted a policy
whereby all Directors retire on an annual basis and being eligible for re-election, offer themselves for election. This
therefore gives Ryanair’s shareholders an annual opportunity to vote on the suitability of each Director.

Annual Report 2021RYANAIR GROUPTo align themselves with Ryanair Group employees, Non-Executive Directors agreed to waive 50% of their directors’
fees for the months of April and May 2020 as part of the Company’s response to the Covid-19 crisis.

None of the Non-Executive Directors hold a service agreement with the Company that provides for benefits upon
termination. Directors fees for fiscal year 2021 and 2020 are set out below:

Fees and emoluments – Non-Executive Directors

Fees

David Bonderman (i)
Róisín Brennan
Michael Cawley
Emer Daly
Stan McCarthy (ii)
Kyran McLaughlin (i)
Howard Millar
Dick Milliken
Mike O’Brien
Julie O’Neill
Louise Phelan

Total Fees

Share based remuneration (Non cash)

Total

Year ended
March 31, 2021
€'000

Year ended
March 31, 2020
€'000

Annual
percentage change
FY21 v FY20

16.7
45.8
45.8
45.8
87.5
11.9
45.8
45.8
68.8
45.8
45.8

505.5

83.1

588.6

100.0
50.0
50.0
50.0
50.0
50.0
50.0
50.0
75.0
50.0
50.0

625.0

150.2

775.2

-83%
-8%
-8%
-8%
75%
-76%
-8%
-8%
-8%
-8%
-8%

-19%

-45%

-24%

(i) Retired from the Board effective May 31, 2020. (ii) Appointed Chairman from June 1, 2020.

Change in remuneration of Directors
The Covid-19 pandemic has had an impact on the remuneration of everyone in the Group. The table in section
3 and the table above show the percentage decrease in Executive (-41%) and Non-Executive Directors’ (-24%)
remuneration from fiscal year 2021 compared to fiscal year 2020. The average percentage change in remuneration
for all other employees from fiscal year 2021 compared to fiscal year 2020 was a decrease of 43%. Flight & cabin
crew remuneration decreased by 47% primarily due to the reduction in variable pay which was impacted by a 75%
reduction in flight hours in fiscal year 2021. The average percentage change for all other employees from fiscal
year 2021 compared to fiscal year 2020 was a reduction of 11%. Remuneration relating to government subsidies
or Company top-up pay has been excluded.

6. Share Based Remuneration
The Company’s share option plan, which was approved by shareholders at the 2013 AGM (“Options Plan 2013”),
encourages our people to think and act like long-term shareholders and prioritize sustainable returns. While
this plan was successful, following a broad review by Remco (with the assistance of Deloitte) of the Company’s
variable pay arrangements during 2019, it became clear that there was a need to put in place a more regular,
formalized, long-term incentive arrangements for senior managers. As such, at the September 2019 AGM the
Company requested, and received, shareholder approval for the 2019 Long-Term Incentive Plan (“LTIP 2019”).
Under this new framework, senior managers may be eligible to receive regular annual awards, typically of whole
shares rather than share options, with vesting based on performance against stretching three-year targets. In light
of the award of options in February 2019 (as part of his contract renewal) to the Group CEO under Options Plan
2013, Remco has determined that no awards will be made to the Group CEO under LTIP 2019 for the duration
of his existing five-year contract out to July 2024. While Non-Executive Directors are permitted to receive share
awards (but not options) under LTIP 2019, such awards, in line with good corporate governance, are not subject to
performance conditions.

Annual Report 2021RYANAIR GROUPThis more formal framework will, over time, provide senior managers with a schedule of overlapping awards,
each aligned with key performance goals for their respective periods. In this manner Remco considers that it will
act as a more effective driver of sustainable returns than the previous framework and a strong retention tool.
It is recognized that the framework of LTIP 2019 is more aligned with the general direction of the market, with
arrangements in close peers, and with the expectations of many shareholders.

The performance conditions which will attach to awards to be granted to senior managers under the LTIP 2019 are
currently expected, at the discretion of Remco, to be a combination of absolute profit growth / EPS growth, relative
TSR performance against airline peers and achievement of ESG targets. Absolute profit growth / EPS growth
provides a direct measure of bottom-line financial performance and is a key performance indicator for Ryanair,
TSR measures the Company’s relative performance against peers and reflects the overall shareholder experience
and ESG targets (including environmental targets) align with the Group’s goal of reducing its CO2 per passenger/
km over the coming years. Remco will determine the appropriate performance targets when making grants under
LTIP 2019.

A description of the Company’s Option Plan 2013 and LTIP 2019 are available on page 152. Details of the share
options granted to Executive and Non-Executive Directors are set forth in Note 20(d) to the consolidated Financial
Statements.

Prior to the shareholder approval of LTIP 2019, share options were granted occasionally (under Options Plan
2013), at the discretion of the Board and Remco, to incentivize superior performance by the management team,
to encourage their long-term commitment to Ryanair and to align the objectives of management with those of
the shareholders. Management are encouraged, through share-based remuneration, to think and act like long
term shareholders and prioritize shareholder returns. Options will only be exercisable where exceptional PAT or
share price targets have been achieved over a 5-year period from date of grant. Managers must remain in full
time employment with the Group for a 5-year period from the grant date in order to exercise these options. The
5-year targets set by Remco are ambitious, with the final grant under Options Plan 2013 (fiscal year 2019) setting
performance vesting targets of a €21 share price and/or €2bn PAT by fiscal year 2024 inclusive. The fiscal year
2019 options grant contains malus and clawback provisions.

As at March 31, 2021, Non-Executive Directors held a modest number of share options as set out on page 229.
Whilst the 2018 Code discourages the grant of options to Non-Executive Directors, the Company has a policy
of complying with these codes or explaining why it does not. In this case, because of its substantial NASDAQ
listing and US shareholder base, where US investors generally encourage and promote modest Non-Executive
Directors’ options, the Company historically granted a small amount of share options to Non-Executive Directors.
The Company, in accordance with the 2018 Code, sought and received shareholder approval to make these share
option grants and Remco believes that this very modest number of options does not impair the independence of
judgement or character of Non-Executive Directors. Following consultation with shareholders and the subsequent
adoption of LTIP 2019 at the 2019 AGM, no further share options or performance related shares will be granted to
Non-Executive Directors. This legacy issue will, therefore, naturally disappear as options are exercised.

Ryanair fully complies with the Investment Association’s Principles of Remuneration whereby the Company’s
share-based remuneration schemes do not exceed 10% of the issued share capital in any rolling 10-year period.

Details of employee share option plans are set forth on pages 222 to 223 in Note 16(c) to the consolidated Financial
Statements.

Annual Report 2021RYANAIR GROUP7. Directors’ Pension Benefits
None of the Directors, including the Executive Director, receive any pension benefits as set forth in Note 20(c)
to the consolidated Financial Statements.

8. Directors’ Shareholdings
The interests of each Director, that held office at the end of fiscal year 2021, in the share capital of the Company
as at March 31, 2021, are set out below.

The Group CEO has a 3.9% shareholding which aligns him with long-term shareholder interests and comfortably
exceeds the Pensions and Lifetime Savings Association recommendation on Executive Director share ownership
(circa 200% of base salary).

Michael Cawley

Emer Daly

Stan McCarthy

Howard Millar

Dick Milliken

Mike O'Brien

Michael O’Leary

Julie O'Neill

Louise Phelan

2021

756,198

6,840

10,000

435,000

9,750

4,405

No. of Shares at March 31,
2020

756,198

3,260

10,000

390,000

9,750

—

2019

756,198

3,260

10,000

390,000

9,750

—

44,096,725

5,000

30,000

1,000

30,000

1,000

30,000

9. Shareholders’ Votes on Remuneration Report and Remuneration Policy
A resolution to approve the Remuneration Report will be put to shareholders at the Company’s AGM. This
advisory and non-binding resolution is often referred to as a “say on pay”. Details of the voting outcomes at
the 2018, 2019 and 2020 AGMs are set out below:

For

Against

Total*

2018
VOTES (m)

2019
VOTES (m)

2020
VOTES (m)

709

807

387

380

767

502

261

763

* Between August, 2018 and August, 2020, the Company repurchased or canceled over 62m ordinary shares.

At the 2020 AGM, discretionary proxies representing approximately 4.8% of shares were voted in favor of the
resolutions by the meeting’s Chairman.

The Company has actively engaged with shareholders, The Investor Forum, and the large ESG proxy advisor
firms (including Glass Lewis, ISS, MSCI, PIRC and Sustainalytics) on corporate governance matters in recent
years, including during fiscal year 2021.

In accordance with Section 1110M of the Companies Act 2014, the Company will seek shareholder approval
(via an advisory and non-binding vote) for its Directors Remuneration Policy at its AGM on September 16, 2021.

Annual Report 2021RYANAIR GROUPSTATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE
ANNUAL REPORT AND THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual

The Directors are also required by the Transparency

Report and the Group and Company financial statements,

(Directive 2004/109/EC) Regulations 2007

(as

in accordance with applicable law and regulations.

amended), the Central Bank (Investment Market

Conduct) Rules and the Transparency Rules of the U.K.

Company law requires the Directors to prepare Group

Financial Conduct Authority to include a management

and Company financial statements for each financial

report containing a fair review of the business and a

year. Under that law, the Directors are required to prepare

description of the principal risks and uncertainties

the Group financial statements in accordance with IFRS

facing the Group.

as adopted by the European Union and applicable law

including Article 4 of the IAS Regulation. The Directors

The Directors are responsible for keeping adequate

have elected to prepare the Company financial statements

accounting records which disclose with reasonable

in accordance with IFRS as adopted by the European

accuracy at any time the assets, liabilities, financial

Union as applied in accordance with the provisions of

position and profit or loss of the Company and which

Companies Act 2014. In preparing the Group Financial

enable them to ensure that the financial statements

Statements the Directors have also elected to comply

comply with the provision of the Companies Act

with IFRS as issued by the International Accounting

2014. The Directors are also responsible for taking

Standards Board (“IASB”).

all reasonable steps to ensure such records are kept

by its subsidiaries which enable them to ensure that

Under company law the Directors must not approve the

the financial statements of the Group comply with

Group and Company financial statements unless they

the provisions of the Companies Act 2014 including

are satisfied that they give a true and fair view of the

Article 4 of the IAS Regulation. They are responsible for

assets, liabilities and financial position of the Group and

such internal controls as they determine is necessary

Company and of the Group’s profit or loss for that year.

to enable the preparation of financial statements

In preparing each of the Group and Parent Company

that are free from material misstatement, whether

financial statements, the Directors are required to:

due to fraud or error, and have general responsibility

• select suitable accounting policies and then apply

for safeguarding the assets of the Group, and hence

them consistently;

• make judgements and estimates that are reasonable

and prudent;

for taking reasonable steps for the prevention and

detection of fraud and other irregularities. The Directors
are also responsible for preparing a Directors’ Report

• state whether applicable Accounting Standards have

that complies with the requirements of the Companies

been followed, subject to any material departures

Act 2014.

disclosed and explained in the financial statements;

• assess the Group and Company’s ability to continue

The Directors are responsible for the maintenance and

as a going concern, disclosing, as applicable, matters

integrity of the corporate and financial information

related to going concern; and

included on the Group’s and Company’s website,

• use the going concern basis of accounting unless
they either intend to liquidate the Group or Company

https://investor.ryanair.com.
the
Republic of Ireland concerning the preparation and

Legislation

or to cease operations or have no realistic alternative

dissemination of financial statements may differ from

but to do so.

legislation in other jurisdictions.

Annual Report 2021RYANAIR GROUPRESPONSIBILITY STATEMENT AS REQUIRED BY THE
TRANSPARENCY DIRECTIVE AND U.K. CORPORATE
GOVERNANCE CODE

Each of the Directors, whose names and functions

• The Directors’ report contained in the annual

are listed on pages 139 to 140 of this annual report,

report includes a fair review of the development

confirm that, to the best of each person’s knowledge

and performance of the business and the position

and belief:

of the Group and Company, together with a

description of the principal risk and uncertainties

• The Group

financial statements, prepared

that they face; and

in accordance with IFRS as adopted by the

European Union and IFRS as issued by the IASB,

• The annual report and financial statements, taken

and the Company financial statements prepared

as a whole, provides the information necessary

in accordance with IFRS as adopted by the

to assess the Group’s performance, business

European Union and IFRS as issued by the IASB,

model and strategy and is fair, balanced and

as applied in accordance with the provisions of

understandable and provides the information

Companies Act 2014, give a true and fair view of

necessary

for shareholders

to assess

the

the assets, liabilities, and financial position of the

Company’s position and performance, business

Group and Company at March 31, 2021 and of the

model and strategy.

profit or loss of the Group for the year then ended;

On behalf of the Board

Stan McCarthy
Chairman
July 23, 2021

Michael O’Leary
Group CEO

Annual Report 2021RYANAIR GROUP
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF RYANAIR HOLDINGS PLC

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Ryanair Holdings plc (‘the Company’) and its consolidated undertakings
(‘the Group’) for the year ended March 31, 2021, 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 Shareholder’s Equity, the Consolidated and Company Statements of Cash
Flows, and related notes, including the summary of significant accounting policies set out in note 1. The financial
reporting framework that has been applied in their preparation is Irish Law and International Financial Reporting
Standards (IFRS) as adopted by the European Union and, as regards the Company financial statements, as applied
in accordance with the provisions of the Companies Act 2014.

In our opinion:

• the financial statements give a true and fair view of the assets, liabilities and financial position of the Group and

Company as at March 31, 2021 and of the Group’s loss for the year then ended;

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

Union;

• the Company financial statements have 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 Group and Company 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.

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

As explained in Note 1 on page 179 of the financial statements, the Group, in addition to complying with its legal
obligation to comply with IFRS as adopted by the European Union, has also prepared its Group financial statements
in compliance with IFRS as issued by the International Accounting Standards Board (IASB).

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 March 31, 2021 and of its loss for the year then ended; and

• the Group financial statements have been properly prepared in accordance with IFRS as issued by the IASB.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities
section of our report. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for
our opinion. Our audit opinion is consistent with our report to the audit committee.

We were appointed as auditor by the Directors on December 31, 1985. The period of total uninterrupted engagement
is the 35 years ended March 31, 2021. We have fulfilled our ethical responsibilities under, and we remained

Annual Report 2021RYANAIR GROUPindependent of the Group in accordance with, ethical requirements applicable in Ireland, including the Ethical
Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA) as applied to public interest
entities. No non-audit services prohibited by that standard were provided.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Director's use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the Director’s assessment
of the Group’s and Company’s ability to continue to adopt the going concern basis of accounting included:
- Evaluating the Group’s process around the going concern assessment performed by management;
- Agreeing the underlying cash flow projections to board approved forecasts, assessing how these forecasts are

compiled, and assessing the accuracy of management’s forecasts;

- Testing of the clerical accuracy of management’s going concern model including the data used in stress testing;
- Evaluating the key assumptions within management’s forecasts;
- Assessing whether the plausible downside scenario prepared by management appropriately considered the

principal risks facing the business;

- Evaluating the feasibility of management’s mitigating actions in the plausible downside scenario;
- Substantiation of certain financial resources available to the Group; and
- Assessing the appropriateness of the going concern disclosures by evaluating the consistency with

management’s assessment and for compliance with the relevant reporting requirements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group or the Company’s ability to
continue as a going concern for a period of at least twelve months from the date when the financial statements
are authorised for issue.

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. However, because not all future events
or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s ability to
continue as a going concern.

In relation to the Group and the Company’s reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial
statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.

Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit
of the financial statements and include the most significant assessed risks of material misstatement (whether
or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as
follows (unchanged from 2020):

Annual Report 2021RYANAIR GROUP
Evaluation of hedge effectiveness of jet fuel and foreign currency derivative financial instruments
Refer to note 1 (accounting policy and critical accounting estimates and judgements) and note 13 (financial
disclosures)

The key audit matter

The Group enters into derivative financial instruments in order to manage its exposure to (a) jet fuel price risk (being
commodity price and related foreign exchange risk) generally through forward contracts covering periods of up to
18 months of anticipated jet fuel requirements and (b) changes in the fair value of aircraft purchase commitments,
through foreign currency contracts to hedge against fluctuations in the Euro/U.S. dollar exchange rates on jet fuel
and on aircraft deliveries for the term of the contract with the aircraft manufacturer i.e. through 2024.

Ryanair recognises all derivative instruments as either assets or liabilities in its consolidated balance sheet and
measures them at fair value. At March 31, 2021, a net liability of €19.8 million was recognised on balance sheet
in respect of the Group’s jet fuel commodity price derivative instruments and a net asset of €148.5 million was
recognised in respect of its foreign currency derivative instruments primarily associated with future aircraft and
jet fuel purchases.

We identified the evaluation of hedge effectiveness of jet fuel and foreign currency derivative financial instruments
as a key audit matter:
-

In respect of jet fuel hedge effectiveness (commodity price and related foreign exchange), there is a high degree
of subjective auditor judgement involved in assessing whether the volumes of jet fuel hedged are expected to be
highly probable forecast transactions. Specifically, the assumptions related to the timing of the removal of flight
restrictions imposed by governments relating to the COVID-19 pandemic and passenger demand impacting
forecast fuel consumption were challenging to test as minor changes to those assumptions had a significant
effect on the assessment of hedge effectiveness.
In respect of foreign currency hedge effectiveness for aircraft payments, there is a high degree of subjective
auditor judgement involved in assessing whether the future aircraft payments are considered highly probable of
occurring and the timing of these future payments. The timing of future payments for aircraft is dependent on
the aircraft manufacturer’s ability to meet forecast delivery schedules.

How the matter was addressed in our audit

We undertook, amongst others, the following procedures:
- We evaluated the design and tested the operating effectiveness of certain internal controls over the Group’s
assumptions impacting forecast fuel consumption and forecast payments for aircraft purchases, including
controls related to the hedge effectiveness of jet fuel and foreign currency derivative financial instruments;
- We involved valuation professionals with specialised skills and knowledge, who assisted in inspecting the
Group’s hedge documentation for certain contracts, for the purposes of considering whether the related
accounting treatment was in accordance with the requirements of the prevailing accounting standards;

- We evaluated the Group’s forecast fuel consumption assumptions impacting on its hedge effectiveness
determination, by comparing those assumptions to (i) Group-specific operational information and internal
communications to the Board of Directors and (ii) publicly available information including published
government policies on flight restrictions for route destinations, recent public filings and news articles;

- We evaluated the Group’s forecast aircraft purchases assumptions impacting on its hedge effectiveness
determination, by comparing those assumptions to (i) Group-specific capital expenditure information and
internal communications to the Board of Directors and (ii) publicly available information including updates
from the aircraft manufacturer and aircraft certification status from global aviation regulators, and recent
public filings;

Annual Report 2021RYANAIR GROUP- We performed sensitivity analyses over the Group’s forecast fuel consumption assumptions and forecast
payments for aircraft assumptions, to assess the impact of changes to those assumptions on the Group’s
hedge effectiveness determination;

- We assessed the Group’s ability to accurately forecast fuel consumption and aircraft deliveries by comparing

the Group’s historical forecasted assumptions to actual historic outcomes; and

- We assessed the adequacy of the related disclosures.

As a result of our work, we found that the judgements made by management were supported by reasonable
assumptions.

Evaluation of the estimates used in initial recognition and periodic depreciation of aircraft and aircraft
impairment
Refer to note 1 (accounting policy and critical accounting estimates and judgements) and note 2 (financial
disclosures)

Property, plant and equipment amounted to €8,361.1 million as of March 31, 2021, of which €8,192.9 million
related to owned aircraft, including engines and related equipment (“aircraft”). The aircraft-related depreciation
charge for the year ended March 31, 2021 was €476.0 million.

We identified the evaluation of the estimates used in initial recognition and periodic depreciation of aircraft and
aircraft impairment as a key audit matter. Specifically, there was a high degree of subjective auditor judgement
involved in assessing management’s judgements about the expected useful life, the expected residual value, the
cost attributable to major engine overhaul and the evaluation of changes in market conditions.

How the matter was addressed in our audit

We undertook, amongst others, the following procedures:
- We evaluated the design and tested the operating effectiveness of certain internal controls over the Group’s
aircraft process, including controls related to the development of the useful economic life and residual value
assumptions, the estimated cost of major engine overhaul and the evaluation of changes in market conditions;
- We assessed the estimated useful life and estimated residual value by comparing a) the fair value of a mid-life
aircraft to independent third party valuation reports prepared by specialist aircraft valuation experts, and b) the
estimated useful life and estimated residual value to manufacturer’s recommendations, published estimates
of other international airlines, the Group’s own experience of disposal of its aircraft and to independent expert
commentary;

- We assessed the estimated cost of major engine overhaul by comparing it to actual historic maintenance

costs incurred;

- We evaluated the Group’s assumptions with regard to market conditions impacting on its aircraft fleet, by
comparing those assumptions to (i) Group-specific operational information and internal communications to
the Board of Directors, (ii) independent third party reports prepared by specialist aircraft valuation experts
and (iii) publicly available information including third party market reports, recent public filings and news
articles which may identify events or changes in circumstances that may indicate potential impairment;

- We performed sensitivity analyses over the Group’s assumptions with regard to market conditions impacting
its aircraft fleet, to assess the impact of changes to those market conditions on the Group’s determination of
the recoverability of aircraft;

- We assessed the Group’s ability to forecast, by comparing the Group’s estimated useful life and estimated

residual value assumptions to the Group’s own experience of disposal of its aircraft; and

- We assessed the adequacy of the related disclosures.

Annual Report 2021RYANAIR GROUPAs a result of our work, we found that the judgements made by management were supported by reasonable
assumptions and we found the related disclosures to be appropriate.

Company key audit matters

Due to the nature of the Company’s activities, there are no key audit matters that we are required to communicate
in accordance with ISAs (Ireland).

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

Materiality for the Group financial statements as a whole was set at €45.0 million (2020: €50.8 million). This
has been calculated with reference to a benchmark of net assets (2020: profit before tax). In the current year, we
consider net assets to be the most appropriate benchmark as it provides a more stable measure year-on-year than
profit before tax. Materiality represents 1% of this benchmark (2020: 5% of profit before tax).

We applied materiality to assist us determine what risks were significant risks and the procedures to be performed.

We reported to the Audit Committee all corrected and uncorrected misstatements we identified through our audit
with a value in excess of €2.3 million (2020: €2.5 million), in addition to other audit misstatements below that
threshold that we believed warranted reporting on qualitative grounds.

Of the Group’s seven (2020: six) reporting components, we subjected one (2020: one) to full scope audit for Group
purposes and six (2019: five) to audit of account balances and specified risk-focused audit procedures. The latter
were not individually financially significant enough to require a full scope audit for Group purposes but did present
specific individual risks that needed to be addressed or were included in the scope of our Group reporting work in
order to provide further coverage over the Group’s results. Our approach to audit scoping is consistent with that
applied in previous years. The components subjected to full scope audit contributed 95% of total revenues and
94% of total assets.

Materiality for the Company financial statements as a whole was set at €15.3 million (2020: €11.4 million). This
was determined with reference to a benchmark of net assets, of which it represents 1% (2020: 1% of net assets).
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding €0.8 million
(2020: €0.5 million), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Other information

The Directors are responsible for the preparation of the other information presented in the Annual Report together
with the financial statements. The other information comprises the information included in the annual report other
than the financial statements and our auditor’s report thereon.

The financial statements and our auditor’s report thereon do not comprise part of the other information. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not express an
audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements
audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit
knowledge. Based solely on that work we have not identified material misstatements in the other information.

Annual Report 2021RYANAIR GROUPBased solely on our work on the other information undertaken during the course of the audit, we report that, in
those parts of the Directors’ report specified for our consideration:
• we have not identified material misstatements in the Directors’ report;
•
•

in our opinion, the information given in the Directors’ report is consistent with the financial statements; and
in our opinion, the Directors’ report has been prepared in accordance with the Companies Act 2014.

Disclosures of principal risks and longer-term viability

Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or
draw attention to in relation to:

• the Principal Risks and Uncertainties disclosures describing these risks and explaining how they are being

managed and mitigated;

• the Directors’ confirmation within the Viability Statement on page 31 that they have carried out a robust
assessment of the principal risks facing the Group, including those that would threaten its business model,
future performance, solvency and liquidity; and

• the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over
what period they have done so and why they considered that period to be appropriate, and their statement as
to whether they have a reasonable expectation that the Group will be able to continue in operation and meet
its liabilities as they fall due over the period of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.

Other corporate governance disclosures

We are required to address the following items and report to you in the following circumstances:

• Fair, balanced and understandable: if we have identified material inconsistencies between the knowledge we
acquired during our financial statements audit and the Directors’ statement that they consider that 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 position and performance, business model and strategy;

• Report of the Audit Committee: if the section of the Annual Report describing the work of the Audit Committee

does not appropriately address matters communicated by us to the Audit Committee;

• Statement of compliance with UK Corporate Governance Code: if the Directors’ statement does not properly
disclose a departure from provisions of the UK Corporate Governance Code specified by the Listing Rules of
Euronext Dublin and the UK Listing Authority for our review.
If the Directors’ statement relating to Going Concern required under the Listing Rules of Euronext Dublin and the
UK Listing Authority set out on page 30 is materially inconsistent with our audit knowledge.

•

We have nothing to report in these respects.

In addition, as required by the Companies Act 2014, we report, in relation to information given in the Corporate
Governance Statement on pages 15 to 32, that:
• based on the work undertaken for our audit, in our opinion, the description of the main features of internal
control and risk management systems in relation to the financial reporting process, and information relating
to voting rights and other matters required by the European Communities (Takeover Bids (Directive 2004/EC)
Regulations 2006 and specified for our consideration, is consistent with the financial statements and has been
prepared in accordance with the Act;

Annual Report 2021RYANAIR GROUP
• based on our knowledge and understanding of the Company and its environment obtained in the course of our

audit, we have not identified any material misstatements in that information; and

• the Corporate Governance Statement contains the information required by the European Union (Disclosure of

Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017.

We also report that, based on work undertaken for our audit, the information required by the Act is contained in the
Corporate Governance Statement.

Our opinions on other matters prescribed by the Companies Act 2014 are unmodified

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

In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be
readily and properly audited and the financial statements are in agreement with the accounting records.

We have nothing to report on other matters on which we are required to report by exception

The Companies Act 2014 requires us to report to you if, in our opinion:

• the disclosures of Directors’ remuneration and transactions required by Sections 305 to 312 of the Act are not

made;

• the Company has not provided the information required by Section 1110N in relation to its remuneration report

for the financial year March 31, 2021; and

• the Company has not provided the information required by section 5(2) to (7) of the European Union (Disclosure
of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 for
the year ended March 31, 2020 as required by the European Union (Disclosure of Non-Financial and Diversity
Information by certain large undertakings and groups) (amendment) Regulations 2018.

We have nothing to report in this regard.

The Listing Rules of Euronext Dublin and the UK Listing Authority require us to review:

• the Directors’ Statement, set out on pages 30 to 32, in relation to going concern and longer-term viability;
• the part of the Corporate Governance Statement on page 32 relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code and 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.

We have nothing to report in this regard.

Respective responsibilities and restrictions on use

Directors’ responsibilities

As explained more fully in their statement set out on page 65, the Directors are responsible for: the preparation of
the financial statements including being satisfied that they give a true and fair view; such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error; assessing the Group and Company’s ability to continue as a going concern, disclosing,

Annual Report 2021RYANAIR GROUPas applicable, matters related to going concern; and using the going concern basis of accounting unless they either
intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report.
Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance
with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud,
other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements. The risk of
not detecting a material misstatement resulting from fraud or other irregularities is higher than for one resulting
from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control and may involve any area of law and regulation and not just those directly affecting the financial
statements.

A fuller description of our responsibilities is provided on IAASA’s website at http://www.iaasa.ie/Publications/
Auditing-standards/International-Standards-on-Auditing-for-use-in-Ire/Description-of-the-auditor-s-
responsibilities-for.

The purpose of our audit work and to whom we owe our responsibilities

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 our report, or for the opinions we have formed.

Sean O’Keefe
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green Dublin 2
Ireland

July 23, 2021

Annual Report 2021RYANAIR GROUPPRESENTATION OF
FINANCIAL AND CERTAIN OTHER INFORMATION

As used herein, the term “Ryanair Holdings” refers to

with International Financial Reporting Standards as

Ryanair Holdings plc. The term the “Company” refers

issued by the International Accounting Standards

to Ryanair Holdings or Ryanair Holdings together with

Board (“IASB”). Additionally, in accordance with

its consolidated subsidiaries, as the context requires.

its legal obligation to comply with the International

The term “Ryanair” refers to Ryanair DAC, a wholly

Accounting Standards Regulation (EC 1606 (2002),

owned subsidiary of Ryanair Holdings, together with

which applies throughout the EU, the consolidated

its consolidated subsidiaries, unless the context

financial statements of the Company must comply

requires otherwise. The term “Ryanair Group” refers

with International Financial Reporting Standards

to the wholly owned subsidiary airlines of Ryanair

as adopted by the EU. Accordingly, the Company’s

Holdings, including Ryanair Sun S.A. (“Buzz”), Lauda

consolidated financial statements and the selected

Europe Limited (“Lauda”), Malta Air Limited, Ryanair

financial data

included herein comply with

DAC, and Ryanair U.K. Limited. The term “fiscal year”

International Financial Reporting Standards as issued

refers to the 12-month period ended on March 31

by the IASB and also International Financial Reporting

of the quoted year. The term “Ordinary Shares”

Standards as adopted by the EU, in each case as in

refers to the outstanding par value 0.600 euro cent

effect for the year ended and as of March 31, 2021

per share common stock of the Company. All

(collectively referred to as “IFRS” throughout).

references to “Ireland” herein are references to

the Republic of Ireland. All references to the “U.K.”

The Company publishes its consolidated financial

herein are references to the United Kingdom and

statements in euro. Solely for the convenience

all references to the “United States” or “U.S.” herein

of the reader, this report contains translations of

are references to the United States of America.

certain euro amounts into U.S. dollars at specified

References to “U.S. dollars,” “dollars,” “$” or “U.S.

rates. These translations should not be construed as

cents” are to the currency of the United States,

representations that the converted amounts actually

references to “U.K. pound sterling,” “U.K. £” and “£”

represent such U.S. dollar amounts or could be

are to the currency of the U.K. and references to

converted into U.S. dollars at the rates indicated or at

“€,” “euro,” “euros” and “euro cent” are to the euro,

any other rate. Unless otherwise indicated, such U.S.

the common currency of nineteen member states

dollar amounts have been translated from euro at a

of the European Union (the “EU”), including Ireland.
Various amounts and percentages set out in this

rate of €1.00 = $1.1743, or $1.00 = €0.8516, the official
rate published by the U.S. Federal Reserve Board in

Annual Report on Form 20-F have been rounded and

its weekly “H.10” release (the “Federal Reserve Rate”)

accordingly may not total.

on March 31, 2021. The Federal Reserve Rate for

euro on June 30, 2021 was €1.00 = $1.1848 or $1.00

The Company owns or otherwise has rights to the

= €0.8440. See “Item 3. Key Information— Exchange

trademark Ryanair® in certain jurisdictions. See

Rates” for information regarding historical rates

“Item 4. Information on the Company—Trademarks.”

of exchange relevant to the Company, and “Item 5.

This report also makes reference to trade names and

Operating and Financial Review and Prospects” and

trademarks of companies other than the Company.

“Item 11. Quantitative and Qualitative Disclosures

About Market Risk” for a discussion of the effects of

The Company publishes its annual and interim

changes in exchange rates on the Company.

consolidated financial statements in accordance

Annual Report 2021RYANAIR GROUPCAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING INFORMATION

Except for the historical statements and discussions

which are outside the Company’s control, that could

contained herein, statements contained in this report

cause actual results to differ materially from such

constitute “forward-looking statements” within the

statements. It is not reasonably possible to itemize

meaning of Section 27A of the U.S. Securities Act

all the many factors and specific events that could

of 1933, as amended (the “Securities Act”), and

affect the outlook and results of an airline operating

Section 21E of the U.S. Securities Exchange Act of

in the European economy. Among the factors that

1934, as amended (the “Exchange Act”). Forward-

are subject to change and could significantly impact

looking statements may include words such as

the Company’s expected results are and global

“expect,” “estimate,” “project,” “anticipate,” “should,”

pandemics such as Covid-19 the airline pricing

“intend,” and similar expressions or variations on

environment, fuel costs, competition from new and

such expressions. Any filing made by the Company

existing carriers, market prices for replacement

with the U.S. Securities and Exchange Commission

aircraft and aircraft maintenance services, aircraft

(the “SEC”) may include forward-looking statements.

availability, costs associated with environmental,

In addition, other written or oral statements which

safety and security measures, significant outbreaks

constitute forward-looking statements have been

of airborne disease, terrorist attacks, cyber-attacks,

made and may in the future be made by or on behalf

actions of the Irish, U.K., EU and other governments

of the Company, including statements concerning

and their respective regulatory agencies, dependence

its future operating and financial performance, the

on external service providers and key personnel,

Company’s share of new and existing markets,

fluctuations in currency exchange rates and interest

general

industry and economic trends and the

rates, fluctuations in corporate tax rates, changes

Company’s performance relative thereto and the

to the structure of the European Union and the euro,

Company’s expectations as to requirements for

airport handling and access charges,

litigation,

capital expenditures and regulatory matters. The

labor relations, the economic environment of the

Company’s business is to provide a low-fares airline

airline industry, the general economic environment

service in Europe and North Africa, and its outlook is

in Europe, the general willingness of passengers to

predominantly based on its interpretation of what it

travel, continued acceptance of low fares airlines and

considers to be the key economic factors affecting

flight interruptions caused by Air Traffic Controllers

that business and the European economy. Forward-
looking statements with regard to the Company’s

(“ATC”) strikes and staff shortages, extreme
weather events or other atmospheric disruptions.

business

rely on a number of assumptions

The Company disclaims any obligation to update or

concerning future events and are subject to a

revise any forward-looking statements, whether as a

number of uncertainties and other factors, many of

result of new information, future events or otherwise.

Annual Report 2021RYANAIR GROUPTABLE OF CONTENTS

PART I

Item 1.

Identity of Directors, Senior Management and Advisers

Item 2. Offer Statistics and Expected Timetable

Item 3. Key Information

Item 4.

The Company
Selected Financial Data
Selected Operating and Other Data
Risk Factors

Information on the Company
Introduction
Strategy
Route System, Scheduling and Fares
Marketing and Advertising
Reservations on Ryanair.Com
Aircraft
Ancillary Services
Maintenance and Repairs
Safety Record
Airport Operations
Fuel
Insurance
Facilities
Trademarks
Government Regulation
Description of Property

Item 4A. Unresolved Staff Comments

Item 5. Operating and Financial Review and Prospects

History
Business Overview
Recent Operating Results
Critical Accounting Policies
Results of Operations
Fiscal Year 2021 Compared with Fiscal Year 2020
Fiscal Year 2020 Compared with Fiscal Year 2019
Seasonal Fluctuations
Recently Issued Accounting Standards
Liquidity and Capital Resources
Contract Obligations
Trend Information
Off-Balance Sheet Transactions
Inflation

80
80
81
82
83

102
102
103
107
108
108
109
111
111
112
113
114
115
116
117
118
127

127

127
127
128
129
129
131
131
133
134
134
134
137
138
138
139

Table of Contents
Item 6.

Directors, Senior Management and Employees
Directors
Executive Officers
Compensation of Directors and Executive Officers
Staff and Labor Relations

Item 7.

Item 8.

Major Shareholders and Related Party Transactions
Major Shareholders
Related Party Transactions

Financial Information
Consolidated Financial Statements
Other Financial Information
Significant Changes

Item 9.

The Offer and Listing
Trading Markets

Item 10.

Additional Information
Description of Capital Stock
Options to Purchase Securities from Registrant or Subsidiaries
Articles of Association
Material Contracts
Exchange Controls
Limitations on Share Ownership by Non-EU Nationals
Taxation
Documents on Display

Item 11.

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

Item 12.

Description of Securities Other than Equity Securities

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Item 14.

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

Item 15.

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

Item 16.

Reserved

Item 16A. Audit Committee Financial Expert

Item 16B. Code of Ethics

139
139
144
145
146

147
147
148

148
148
148
151

151
151

152
152
152
154
155
156
156
159
165

165
165
166
167
168

169

170

170
170
170
171

171

Item 16C. Principal Accountant Fees and Services

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F.

Change in Registrant’s Certified Accountant

Item 16G. Corporate Governance

Item 16H. Mine Safety Disclosure

Item 17.

Financial Statements

Item 18.

Financial Statements

PART III

171

172

173

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 Holdings operates a low fare, low cost scheduled airline group serving short-haul, point-to-point routes
from 86 bases to airports across Europe and North Africa, 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, 2021, the Ryanair Group had a fleet of 422 owned
Boeing 737s, including 3 Boeing 737-8200 “Gamechanger” aircraft. In addition, the Group had 29 leased Airbus A320
aircraft. Prior to the grounding of aircraft in March 2020, as a result of EU governments reactions to the spread of Covid-
19, the Group offered over 2,500 short-haul flights per day serving over 240 airports across Europe and North Africa. It
is anticipated that similar capacity will be offered over the next twelve months, subject to the timing of the removal of
government lockdown restrictions and assuming such lockdown and travel restrictions are not re-imposed. Ryanair is
Europe’s greenest, cleanest major airline group and customers switching to fly Ryanair can reduce their CO₂ emissions
by up to 50% compared to the other Big 4 European major airlines. 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 year
2021 has been translated from € to U.S.$ using the Federal Reserve Rate on March 31, 2021. 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:

Total operating revenues
Total operating expenses
Operating (loss)/profit
Other income/(expense)
(Loss)/profit before taxation
Tax expense on (loss)/profit

2021(a)

2021

Fiscal year ended March 31,
2020

2018
(in millions, except per-Ordinary Share data)

2019

2017

$
1,920.9 € 1,635.8 € 8,494.8 € 7,697.4 € 7,151.0 € 6,647.8
$ (2,906.6) € (2,475.2) € (7,367.4) € (6,680.6) € (5,483.7) € (5,113.8)
(839.4) € 1,127.4 € 1,016.8 € 1,667.3 € 1,534.0
$
(63.7)
(269.3) € (457.1) €
$
(68.7) €
948.1 € 1,611.3 € 1,470.3
670.3 €
$ (1,302.0) € (1,108.7) €
(154.4)
(63.1) €
(21.6) €
93.6 €
$

(985.7) €
(316.3) €

(161.1) €

(56.0) €

109.9 €

(Loss)/profit after taxation

$ (1,192.1) € (1,015.1) €

648.7 €

885.0 € 1,450.2 € 1,315.9

Ryanair Holdings basic earnings per Ordinary Share (U.S.
dollars)/(euros)
Ryanair Holdings diluted earnings per Ordinary Share
(U.S. dollars)/(euros)

(1.0735) € (0.9142) € 0.5824 € 0.7739 € 1.2151 € 1.0530

(1.0735) € (0.9142) € 0.5793 € 0.7665 € 1.2045 € 1.0464

Balance Sheet Data:

Cash and cash equivalents
Total assets
Current and long-term debt, including lease obligations
Shareholders’ equity
Issued share capital
Weighted Average Number of Ordinary Shares in issue
during the year

Cash Flow Statement Data:

Net cash (outflow)/inflow from operating activities**
Net cash inflow/(outflow) from investing activities
Net cash inflow/(outflow) from financing activities**
Increase/(decrease) in cash and cash equivalents

2021(a)

2021

As of March 31,
2019

2020

(in millions)

2018

2017

$ 4,827.0 € 2,650.7 € 2,566.4 € 1,675.6 € 1,515.0 € 1,224.0
$ 14,476.8 € 12,328.0 € 14,747.2 € 13,250.7 € 12,361.8 € 11,989.7
$ 6,161.3 € 5,426.8 € 4,211.2 € 3,644.4 € 3,963.0 € 4,384.5
$ 5,456.5 € 4,646.6 € 4,914.5 € 5,214.9 € 4,468.9 € 4,423.0
7.3
6.5 €
$

7.0 €

6.8 €

6.7 €

7.9 €

1,110.4

1,113.8

1,143.6

1,193.5

1,249.7

2021(a)

2021

Fiscal year ended March 31,
2020*

2019*

(in millions)

2018

2017

$ (2,874.7) € (2,448.0) € 1,327.1 € 1,759.3 € 2,233.2 € 1,927.2
(719.4) € (1,290.8)
1,100.3 €
$
937.0 € (301.1) € (744.2) €
(671.6)
1,905.3 € 1,622.5 € (287.0) € (854.5) € (1,222.8) €
$
(35.2)
291.0 €
$

111.5 € 739.0 €

160.6 €

131.0 €

*includes amendments to trade payables and capital expenditure. See note 1 of the financial statements for further detail
**Amounts are inclusive of net foreign currency differences

(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, 2021 of €1.00 = $1.1743 or $1.00 = €0.8516.

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 from certain
other data, and are not audited. For definitions of the terms used in this table, see the Glossary in Appendix A.

Fiscal Year ended March 31,
2019

2020

2018

13%
83%
37.46
19.71
57.17
49.58
2.06

12%
83%
37.03
17.14
54.17
47.01
1.79

23%
73%
39.40
15.48
54.88
42.08
1.65

Fiscal Year ended March 31,
2019

2020

2018

149
95%
761
823,897
242
9.11
17,268
37

142
96%
774
789,771
219
9.02
16,840
36

130
95%
775
725,044
216
9.13
14,583
34

2017

22%
73%
40.58
14.83
55.41
42.62
1.83

2017

120
94%
770
675,482
207
9.33
13,026
34

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

Other Data:
Revenue Passengers Booked (millions)
Booked Passenger Load Factor
Average Sector Length (miles)
Sectors Flown
Number of Airports Served at Period End
Average Daily Flight Hour Utilization (hours)
Team Members at Period End
Team Members per Aircraft at Period End

2021

(51)%
108%
37.65
21.80
59.45
89.95
1.74

2021

28
71%
776
204,828
225
2.37
15,016
33

RISK FACTORS

Risks Related to the Company

The Covid-19 pandemic and measures to reduce its spread have had, and will likely continue to have, a material
adverse impact on the Company’s business, results of operations, financial condition and liquidity. In December 2019, a
novel strain of coronavirus (“Covid-19”) was reported in Wuhan, China, and the World Health Organization (“WHO”)
subsequently declared Covid-19 a “Public Health Emergency of International Concern”. Since February 2020,
governments globally have implemented a range of travel restrictions including lockdowns, “do not travel” advisories,
restrictions on travel from certain international locations, enhanced airport screenings, mandatory quarantine
requirements, and other similar measures. Other governmental restrictions and regulations in the future in response to
Covid-19 could include additional travel restrictions, quarantines of additional populations (including the Company’s
personnel), restrictions on our ability to access our facilities or aircraft or requirements to collect additional passenger
data. In addition, governments, non-governmental organizations and entities in the private sector have issued and may
continue to issue non-binding advisories or recommendations regarding air travel or other social distancing measures,
including limitations on the number of persons that should be present at public gatherings. Finally, wariness among the
public of travel by aircraft due to the perceived risk of health impacts, as well as cancelations of conventions,
conferences, sporting events, concerts and other similar events, the closure of popular tourist destinations and the
increased use of videoconferencing, have resulted in an unprecedented decline in business and leisure travel. There is
no indication of when these restrictions may be fully lifted, whether they will be fully or partly reimposed or when demand
may return to pre-pandemic levels.

Ryanair began experiencing a substantial decline in international and domestic demand related to Covid-19
during the quarter ended March 31, 2020, and this reduction in demand has continued throughout FY21 and into the first
half of FY22. There is no clarity as to when demand for air travel will recover to pre-pandemic levels. The Company has
taken a number of actions in response to decreased demand and EU flight restrictions, including grounding a substantial
portion of its fleet, reducing flight schedules and reducing capital and operating expenditures (including by postponing
projects deemed non-critical to the Company's operations, cancelling share buybacks, implementing restructurings,
controlling discretionary spending, and renegotiating contractual terms and conditions (including salaries) with
personnel, airports, aircraft suppliers and vendors). The Company may also take additional actions to improve its
financial position, including measures to improve liquidity. Ryanair's reduction in expenditures, measures to improve
liquidity or other strategic actions that it may take in the future in response to Covid-19 may not be effective in offsetting
decreased demand, which could result in a material adverse effect on the Company’s business, results of operations,
financial condition and liquidity.

In addition, Ryanair has incurred, and will continue to incur, significant Covid-19 related costs for enhanced
aircraft cleaning and additional procedures to limit transmission among its personnel and customers. Although these
procedures are currently elective, the industry may in the future be subject to further cleaning and safety measures,
which may be costly and take a significant amount of time to implement. These measures, individually and combined,
could have a material adverse impact on the Company’s business.

The full extent of the ongoing impact of Covid-19 on the Company’s longer-term operational and financial
performance will depend on future developments, many of which are outside of the Company’s control, including the
duration and spread of Covid-19 and related travel advisories and restrictions, the impact of Covid-19 on overall long-
term demand for air travel, the impact of Covid-19 on the financial health and operations of the Company’s business
partners (particularly Boeing), and future governmental actions, all of which are highly uncertain and cannot be predicted.
Even after the Covid-19 pandemic has moderated and the enhanced screenings, quarantine requirements and travel
restrictions have eased, the Company may continue to experience similar adverse effects to its businesses, results of
operations, financial position and cash flows resulting from a recessionary global economic environment that may

persist. Finally, an outbreak of another disease or similar public health threat, or fear of such an event, that affects travel
demand, travel behavior or travel restrictions could have a material adverse impact on the Company's business, financial
condition and operating results. Outbreaks of other diseases could also result in increased government restrictions and
regulation, such as those actions described above or otherwise, which could adversely affect the Company’s operations.

Covid-19 has disrupted the Company’s strategic growth plans. Covid-19 has disrupted the Company’s strategic
growth plans in the near term, and there are risks to its business, operating results and financial condition associated
with executing its strategic growth plans in the long term. In developing its strategic growth plans, the Company makes
certain assumptions, including, but not limited to, those related to customer demand, competition, market consolidation,
the availability of aircraft and the global economy. Actual economic, market and other conditions have been and may
continue to be different from its assumptions. Demand has been, and is expected to continue to be, significantly
impacted by Covid-19, which has materially disrupted the timely execution of the Company’s strategic operating plans,
including plans to add capacity in fiscal year 2022. If the Company does not successfully execute or adjust its strategic
growth plans in the long term, or if actual results continue to vary significantly from its prior assumptions or vary
significantly from its future assumptions, the Company’s business, operating results and financial condition could be
materially and adversely impacted.

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 and mobile app, security breaches could expose it to
a risk of loss or misuse of customer information, litigation and potential liability. A third-party service organization is
used for the reservation process which is also subject to cyber security risks. Ryanair secures its website and follows
the National Institute of Standards and Technology Cyber Security Framework. Nevertheless, the security measures
which have been or will be implemented may not be effective, and Ryanair’s 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.

Ryanair is subject to increasingly complex data protection laws and regulations. Ryanair’s business involves the
processing and storage on a large scale of personal data relating to its customers, employees, business partners and
others. Ryanair is subject to the European Union’s General Data Protection Regulation 2016/679 (the “GDPR”) (which
became fully applicable on May 25, 2018) as well as relevant national implementing legislation (Irish Data Protection
Act 2018), which impose a number of significant obligations and requirements upon subject companies. Ensuring
compliance with data protection laws is an ongoing commitment which involves substantial costs, and it is possible
that, despite Ryanair’s efforts, governmental authorities or third parties will assert that Ryanair’s business practices fail
to comply with these laws and regulations. If its operations are found to be in violation of any of such laws and
regulations, Ryanair may be subject to significant civil, criminal and administrative damages, penalties and fines, as well
as reputational harm, which could have a material adverse effect on its business, financial condition or results of
operations.

Changes in fuel costs and availability affect the Company’s results. Jet fuel is subject to wide price 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. Oil prices in fiscal year 2021 decreased when compared to fiscal year 2020,
although they have started to rise in fiscal year 2022. 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, prior to the Covid-19 crisis, entered into hedging arrangements providing for substantial
protection against fluctuations in fuel prices, generally through forward contracts covering periods of up to 24 months
of anticipated jet fuel requirements. There is no assurance that Ryanair will hedge fuel to the same extent in the future.
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 recent volatility in the relevant currency
and commodity markets. Any movements in fuel costs could have a material adverse effect on Ryanair’s financial
performance. In addition, any strengthening of the U.S. dollar against the euro could have an adverse effect on the cost
of buying fuel in euro.

No assurances whatsoever can be given about trends in fuel prices. Average fuel prices for future years may be
significantly higher than current prices. 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. The expansion of
Ryanair’s fleet has resulted and will likely (in coming years) continue to result in an increase in Ryanair’s aggregate fuel
consumption.

Additionally, declines in the price of oil and/or capacity declines may expose Ryanair to some risk of hedging
losses and hedge ineffectiveness that could lead to negative effects, including income statement volatility, on Ryanair’s
financial condition and/or results of operations.

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 expects increased marketing and advertising costs along with higher airport charges at 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” and “—Changes in Fuel Costs and Availability Affect the
Company’s Results”.

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 as happened (and may continue
to happen) during the Covid-19 pandemic. In addition, the EU-U.S. Open Skies Agreement 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—European Union.”

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. 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.

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.

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

Ryanair has a significant amount of debt and fixed obligations, and insufficient liquidity may have a material
adverse effect on the Company’s financial condition. Ryanair carries, and will continue to carry for the foreseeable future,
a substantial amount of debt related to aircraft financing commitments, as well as commitments for maintenance and
other obligations. Although the Company has historically been able to generate sufficient cash flow from operations to
pay debt and other fixed obligations when they become due, the impacts of Covid-19 and other risks described in this
report may limit the Company’s ability to do so in the future and may adversely affect its overall liquidity. As a result, the
Company has incurred and will continue to seek new financing sources to fund its operations for the unknown duration
of any economic recovery period. Although the Company has issued two Eurobonds (for an aggregate nominal amount
of €2.05bn) in the period since September 1, 2020, volatility and uncertainty in the global markets generally, and the air
transportation industry specifically, may make it difficult for Ryanair to raise additional capital on acceptable terms, or
at all. Additionally, future debt agreements may contain more restrictive covenants or require security beyond historical
market terms, which may restrict Ryanair’s ability to successfully access capital.

If the Company’s liquidity is materially diminished, it may not be able to timely pay aircraft leases and debts or
comply with certain covenants under its financing agreements or with other material provisions of its contractual
obligations. In addition, in light of the affect Covid-19 is having on demand and, in turn, capacity, Ryanair has seen an
increase in demand from consumers for refunds on their tickets and/or waiver of change fees, and Ryanair anticipates
this will continue to be the case for the near future. Refunds and waivers lower the Company’s liquidity. See “Item 5.
Operating and Financial Review and Prospects—Liquidity and Capital Resources” for additional information regarding
the Company's liquidity as of March 31, 2021.

The Company faces legal challenges by regulatory authorities and consumers due to delays in the processing of
cash refunds during the Covid-19 pandemic and its policy of offering travel vouchers in lieu of cash refunds in the interim.
EU Regulation (EC) No. 261/2004 requires airlines to offer passengers affected by a flight cancellation the option to
choose between re-routing to their final destination at the earliest opportunity and reimbursement of their ticket price
within seven days. The reimbursement may be issued in cash or, where the passenger so accepts, in the form of a travel
voucher. Ryanair experienced considerable delays in processing cash refunds in the first few months of the Covid-19
crisis due to staff shortage linked to lockdown restrictions and an unprecedented high rate of flight cancellations. From
June 2020 onwards, staff began to return to the office in the Company’s customer service centers, which allowed Ryanair
to clear the backlog of cash refund requests by the end of the summer and to begin processing the majority of cash
refund requests within seven days. The initial delay in processing cash refunds has led Ryanair to consider the alternative
of offering travel vouchers to passengers who claimed reimbursement, with passengers retaining the ability to request
that their voucher be redeemed for cash at any time. Ryanair believes that its policy was in line with the requirements of
the ‘European Commission’s Recommendation (EU) 2020/648 of 13 May 2020 on vouchers offered to passengers and
travelers as an alternative to reimbursement for cancelled package travel and transport services in the context of the

COVID-19 pandemic’ (“the Recommendation”), in which the Commission recognized airlines’ right to offer travel
vouchers as long as the offer does not affect passengers’ right to opt for a cash refund instead.

While national authorities responsible for the enforcement of EU Regulation (EC) No. 261/2004 have generally
recognized Ryanair’s efforts and accepted that the seven days’ deadline provided for by the Regulation to process
refunds should be interpreted in a reasonable manner in light of the circumstances of the Covid-19 crisis, there is a risk
that some authorities or courts may find Ryanair’s inability during the initial stages of the Covid-19 pandemic to process
refunds within a timeframe acceptable to them, or certain terms of the Company’s travel vouchers, to be in breach of
the Regulation. Further, some consumer protection enforcement authorities or courts may find Ryanair’s decision to
encourage passengers to accept travel vouchers in lieu of a cash refund to amount to a breach of the information
obligations contained in the Regulation and/or a misleading commercial practice.

Ryanair has seasonally grounded aircraft. In prior years, in response to typically lower traffic and yields from
November to March (inclusive) (“winter”), higher airport charges and/or taxes and, at times, higher fuel prices, Ryanair
adopted a policy of grounding a certain portion of its fleet during the winter months. Ryanair carries out the majority of
scheduled heavy maintenance during the winter months which also results in the grounding of aircraft. In the winter of
fiscal year 2021, due to Covid-19, the majority of Ryanair aircraft were grounded. During this period, aircraft were typically
flown each week to remain “current” in line with approved Boeing procedures. The Company intends to ground aircraft
in fiscal year 2022 although the number of aircraft grounded may be lower than in the previous year due to the gradual
ramp up of capacity following the return of flight operations after Covid-19 related aircraft groundings in fiscal year 2021,
coupled with the winter 2021 heavy maintenance program. 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 the
negative impact on operating income 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.

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
interested in year-round employment. Such risks could lead to negative effects on Ryanair’s financial condition and/or
results of operations.

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
451 aircraft in its fleet at March 31, 2021 and has ordered an additional 210 Boeing 737-8200 aircraft for delivery during
fiscal years 2022 to 2025 inclusive, pursuant to a contract with the Boeing Company (“Boeing,” and such contract
inclusive of subsequent amendments, the “2014 Boeing Contract”). Ryanair expects to have approximately 600 narrow-
body aircraft in its fleet following delivery of all the Boeing 737-8200 aircraft, depending on the level of lease returns,
Boeing’s ability to fulfill the 2014 Boeing Contract and aircraft disposals. For additional information on the Company’s
aircraft fleet and expansion plans, see “—A majority of Ryanair’s aircraft and certain parts are sourced from a single
supplier; therefore, Ryanair would be materially and adversely affected if such supplier were unable to provide additional
equipment or support,” and “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 a 2013 purchase agreement with Boeing (the “2013 Boeing Contract”), the 2014 Boeing Contract
and other general corporate purposes, Ryanair has raised and expects to continue to raise substantial debt financing.

Ryanair’s ability to raise unsecured or secured debt to pay for aircraft is subject to potential volatility in the worldwide
financial markets. Additionally, 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 and any failure to raise necessary amounts of unsecured or secured debt to pay for
aircraft, would have a material adverse effect on its results of operations and financial condition.

Using the debt capital markets to finance the Company requires the Company to retain its investment grade
credit ratings (the Company has a BBB credit rating from both S&P and Fitch Ratings). There is a risk that the Group 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 the Group and a material adverse effect on its results and
financial condition.

Ryanair has also entered into significant derivative transactions intended to hedge some of its 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.”

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 Group has significant operating
revenues and operating expenses, as well as assets and liabilities, denominated in U.K. pounds sterling. In addition, fuel,
aircraft, insurance, aircraft leases and some maintenance obligations are denominated in U.S. dollars. Ryanair’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 substantially 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
and, from time to time, between the euro and the U.K. pound sterling, hedging activities are not expected to eliminate
currency risks. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”

The continuing uncertainty associated with the Brexit process could adversely affect Ryanair’s business. The
U.K.’s exit from the European Union on January 31, 2020 has had a significant impact on the U.K. and the EU. Further,
the implementation period under which the U.K. remained subject to EU law for a limited period after the exit from the
European Union ended on December 31, 2020. The U.K. and the European Union announced on December 24, 2020 that
they had reached agreement on a Trade and Cooperation Agreement (the “EU–U.K. TCA”). The EU–U.K. TCA covers a
wide range of topics, including trade in goods and in services, digital trade, intellectual property, public procurement,
aviation and road transport, energy, fisheries, social security coordination, law enforcement and judicial cooperation in
criminal matters, and thematic cooperation and participation in EU programs.

The current and future arrangements between the EU and the U.K., including the EU–U.K. TCA, could directly
impact Ryanair’s business in a number of ways. They include, inter alia, the status of the U.K. in relation to the EU’s open
air transport market, freedom of movement between the U.K. and the EU, and employment, social security, tax and
customs rules between the U.K. and the EU. Adverse changes to any of these arrangements could potentially materially
impact on Ryanair’s financial condition and results of operations in the U.K. or other markets Ryanair serves.

As a result of the EU–U.K. TCA, flights between the U.K. and the EU can be offered by any of the Company’s
airline subsidiaries. U.K. domestic flights and flights between the U.K. and non-EU destinations can, however, only be

operated by the Company’s U.K. subsidiary, Ryanair U.K. Limited (“Ryanair U.K.”), which received an Air Operator
Certificate and Operating License (“U.K. AOC”) from the U.K. Civil Aviation Authority (“U.K. CAA”) in December 2018.

Ryanair is exposed to Brexit-related risks and uncertainties, as approximately 15% of revenue in fiscal year 2021
came from operations in the U.K., although this was offset somewhat by approximately 13% of Ryanair’s non-fuel costs
in fiscal year 2021 which were related to operations in the U.K.

Brexit could also present Ryanair with a number of potential regulatory challenges. Brexit could lead to
potentially divergent national laws and regulations as the U.K. determines which EU laws (including, but not limited to,
in respect of aviation safety and security, consumer rights, data protection, public health and the environment) to replace
or replicate. It also requires special efforts to ensure Ryanair’s continuing compliance with EU Regulation No. 1008/2008,
which requires that air carriers registered in EU member states be majority-owned and effectively controlled by EU
nationals. The Board of Directors has taken action to ensure continuing compliance with EU Regulation No. 1008/2008
after December 31, 2020, i.e., the date following which U.K. holders of the Company’s shares are no longer treated as
EU nationals for the purposes of EU regulation No. 1008/2008. For additional information, please see “–Risks Related
to Ownership of the Company’s Ordinary Shares or ADRs”.

Brexit has caused, and may continue to cause, both significant volatility in global stock markets and currency
exchange rate fluctuations, as well as create significant uncertainty among U.K. businesses and investors. In particular,
to June 30 2021, the pound sterling had lost approximately 7% and 11% of its value against the U.S. Dollar and the euro
respectively since the Referendum. Further, the Bank of England and other observers have warned of a significant
probability of a Brexit-related recession in the U.K., which may be further impacted by the negative economic effects of
the Covid-19 pandemic. The Company earns a significant portion of its revenues in pounds sterling, and any significant
decline in the value of the pound and/or recession in the U.K. would materially impact its financial condition and results
of operations. For the remainder of fiscal year 2022, taking account of timing differences between the receipt of sterling
denominated revenues and the payment of sterling denominated costs, Ryanair estimates that every 1 pence sterling
movement in the €/£ exchange rate will impact income by approximately €1 million. For additional information, please
see “––Currency fluctuations affect the Company’s results”.

A majority of Ryanair’s aircraft and certain parts are sourced from a single supplier; therefore, Ryanair would be
materially and adversely affected if such supplier were unable to provide additional equipment or support. Because Ryanair
currently sources the majority of its aircraft and many related aircraft parts from Boeing, if Ryanair was unable to acquire
additional aircraft from Boeing, or if Boeing was unable or unwilling to make timely deliveries of aircraft or to provide
adequate support for its products, Ryanair’s operations could be materially and adversely affected.

Entry into service of the Boeing 737-8200. Ryanair has 210 Boeing 737-8200 aircraft on firm order from Boeing.
These aircraft were originally due to commence delivery in April 2019. During fiscal year 2021, the FAA and EASA
approved the ungrounding of the MAX and approved Ryanair’s variant the Boeing 737-8200. Ryanair received the first
aircraft in June 2021.

There also can be no assurance that EASA will not, now or in the future, apply additional maintenance and/or,
simulator training in relation to the operation of the Boeing 737-8200 aircraft, that will materially increase the cost of
operating this aircraft type. In addition, should any negative public perception develop in relation to the safety of the
Boeing 737-MAX aircraft series, Ryanair’s growth plans and profitability could be materially adversely affected.

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
200m passengers per annum over the next 4 to 5 years. 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 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 have
a material adverse effect on 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. 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 significant cash needs as it expands, including the cash required to fund
aircraft purchases or aircraft deposits related to the acquisition of 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”.

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 Group airlines are 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 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” below.

Labor relations could expose the Company to risk. Ryanair announced in December 2017 its decision to recognize
trade unions for collective bargaining purposes. Since then, Ryanair Group airlines have concluded Collective Labor
Agreements (“CLAs”) with Trade Unions in most of their major markets. The CLAs concluded to date vary by country but

include agreements on recognition, seniority, base transfers, promotions, pay and rostering arrangements. There may
be a push for legacy type working conditions which if acceded to could decrease the productivity of pilots, increase
costs and have an adverse effect on profitability.

In fiscal year 2021, Ryanair Group airlines concluded agreements with their people and unions on job protection
and temporary pay cuts of up to 20%, with pay restored over 3-5 years as the Company works through the recovery phase
of the Covid-19 pandemic. Whilst these agreements include job protection mechanisms, there may be periods of labor
unrest if a deteriorating commercial position in any particular market leads to redundancies.

Ryanair intends to retain its low fare, high people productivity model; however, there may be periods of labor
unrest as unions challenge the existing high people productivity model which may have an adverse effect on customer
sentiment and profitability.

Ryanair has transitioned from Irish to local contracts of employment in a number of EU countries which could
impact on costs, productivity and complexity of the business. Any subsequent decision to switch to lower cost locations
could result in redundancies and a consequent deterioration in labor relations.

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 (“Part 145”) established by the European Aviation Safety Agency (“EASA”). The Company also
assigns its passenger, aircraft and ground handling services at airports (other than Dublin, London Stansted and certain
airports in Poland, Spain and Portugal) 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
Group’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 Group 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 Group CEO, and key financial, commercial,
operating, IT and maintenance personnel. See “Item 6. Directors, Senior Management and Employees—Compensation
of Directors and Executive Officers—Remuneration 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 several 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 elimination of airport check-in
facilities. Ryanair’s flight reservations are made through its website, mobile app and Global Distribution Systems
including Travelport (which operates the Galileo and Worldspan GDS) and Sabre (collectively, the “GDSs”) (GDSs).
Ryanair has established contingency programs which include migrating its website to the cloud and having a back-up

booking engine available to support its existing booking platform in the event of a breakdown in this facility. Nonetheless,
the process of switching over to the back-up booking 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.

All Ryanair passengers are 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 Group 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 Paris (Beauvais), La Rochelle, Carcassonne, Girona,
Reus, Târgu Mures and Beziers airports, and Ryanair’s agreements from 2009 with Frankfurt (Hahn) airport. The
investigations seek to determine whether the agreements constitute illegal state aid under EU law. The investigations
are currently expected to be completed in 2021, with the European Commission’s decisions being appealable to the EU
General Court. Between 2010 and 2020, investigations into Ryanair’s agreements with the Bratislava, Tampere, Marseille,
Berlin (Schönefeld), Aarhus, Dusseldorf (Weeze), Brussels (Charleroi), Alghero, Stockholm (Västerås), Lübeck and Riga
airports, and into Ryanair’s agreements prior to 2009 with Frankfurt (Hahn), concluded with findings that these
agreements contained no state aid. Between 2014 and 2020, the European Commission announced findings of state
aid to Ryanair in its arrangements with Pau, Nimes, Angouleme, Altenburg, Zweibrücken, Cagliari, Klagenfurt and
Montpellier airports, ordering Ryanair to repay a total of approximately €32m of alleged state aid. Ryanair appealed
eight of these “aid” decisions to the EU General Court, which ruled in favor of the European Commission in four of the
cases, in Ryanair’s favor in one of the cases, and the remaining three cases are pending before the General Court.

In late 2018, the General Court upheld the European Commission’s findings regarding Ryanair’s arrangements
with Pau, Nimes, Angouleme and Altenburg airports, and overturned the European Commission’s finding regarding
Ryanair’s arrangement with Zweibrücken airport. Ryanair appealed these four negative findings to the European Court
of Justice but discontinued the appeals in 2019 after the Court decided to proceed without oral hearings. The appeal
proceedings before the General Court regarding Ryanair’s arrangements with Klagenfurt airport are expected to
conclude in 2021, and the appeal proceedings before the General Court regarding Ryanair’s arrangements with Cagliari
and Montpellier airports are expected to conclude in 2022 or 2023. In addition to the European Commission
investigations, Ryanair is facing an allegation that it has benefited from unlawful state aid in a German court case in
relation to its arrangements with Frankfurt (Hahn). 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.

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 a material 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 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 and copyright protection, etc.
Ryanair is currently involved in a number of legal proceedings against the proprietors of screenscraper websites in
Ireland, Germany, France, Italy, Switzerland, and the US. Ryanair’s objective is to prevent any unauthorized use of its
website and to prevent consumer harm, and the resultant reputational damage to the Company, that may arise due to
the failure by some operators of screenscraper websites to provide Ryanair with the passengers’ genuine contact and
payment method details. 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) and
Sabre, GDS operators, to provide access to Ryanair’s fares to traditional and corporate travel agencies. Ryanair has
obtained both favorable and unfavorable rulings in its actions in EU member states 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 conditions.

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

Legal Proceedings Against Internet Ticket Touts.”

Corporation tax rates could rise. The Company is principally subject to corporation tax on profits across a
number of EU jurisdictions from which its airlines are managed and controlled (i.e. Ireland, Malta, Poland, and the U.K.).
There continues to be a risk that governments could look at increasing corporation tax rates in the future. In particular,
in July 2021, 131 countries supported OECD proposals to introduce a global minimum corporation tax rate (of at least
15%) and the Company is keeping any developments in this area under review.

Any increase in corporation tax rates to which the Company is exposed, or adverse changes in the basis of
calculation would result in the Company paying higher corporation taxes and could have an adverse impact on Ryanair’s
cash flows, financial position and results of operations.

Change in EU regulations in relation to employers and employee social insurance could increase costs. European
legislation governs the country in which employees and employers must pay social insurance costs. Under the terms of
legislation introduced in 2012, employees and employers must pay social insurance in the country where the employee
is based. Prior to June 2012, Ryanair paid employee and employer social insurance in the country under whose laws the
employee’s contract of employment was governed, which was either the U.K. or Ireland. The legislation introduced in
2012 included grandfathering rights whereby existing employees (i.e. those employed prior to the introduction of the
new legislation in June 2012) were exempt from the effects of the new legislation for a period of 10 years up until 2022
provided they did not transfer between bases. Each country within the EU has different rules and rates in relation to the
calculation of employee and employer social insurance contributions and any increase in the rates of contributions will
have a material adverse effect on Ryanair’s cash flows, financial position and results of operations.

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.

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 “— Corporation tax rates could rise” above.

Risks associated with the Company’s restructuring. Over the course of fiscal years 2019 to 2021, the Company
has undergone a corporate restructuring which resulted in the transition from a single airline operating model (i.e.
Ryanair DAC) to an airline modeled through five airlines: Buzz (Ryanair Sun), Lauda Europe (“Lauda”), Malta Air, Ryanair
DAC and Ryanair U.K. (collectively the “Airline Entities”).

The cost of implementing these plans has been material, and the Company may continue to incur additional
material expenses in relation thereto. In addition, the implementation of the changes involves a number of risks related
to both the revised structure and also the process of transition to such new structure. For example:

•

Increased costs and complexity related to establishing and maintaining intra-group agreements for
management, funding, shared services and customer support between the Airline Entities;
Increased costs and complexity related to compliance with the applicable regulatory authorities and legal
regimes governing each Airline Entity;

• Operational risks related to the addition of 29 leased Airbus aircraft to the Company’s predominantly Boeing

fleet, including impacts related to expanding the Company’s aircraft maintenance programs;

• Development and implementation of consistent and efficient operating models across the Airline Entities; and
• Potential accounting consequences, including tax costs, as a result of asset transfers in connection with the

restructuring.

As a result, the implementation of the restructuring could have a material adverse effect on the Company's

business, its financial condition, results of operations and prospects.

Risks associated with the euro. The Company is headquartered in Ireland and its reporting currency is the euro.
As a result of the uncertainty arising from the Eurozone debt crisis, there was widespread speculation regarding the
future of the Eurozone. In addition, following the U.K.’s Brexit referendum in 2016, the pound sterling increased in
volatility against the euro and could become more volatile over the course of the post-transition period. Ryanair Group
airlines predominantly operate to/from countries within the Eurozone and have 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 strengthening in
the value of the euro primarily against U.K. pound sterling and other non-Eurozone currencies such as Polish zloty or a
weakening against the U.S. dollar could have a material adverse impact on 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, austerity measures still in effect in several European countries, the Covid-19 crisis and
social and political instability associated with the influx of refugees related to the wars in Syria, Afghanistan and
elsewhere 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

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 and pandemics. 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, swine flu, Zika virus and the current Covid-19
pandemic 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 effect on the Company’s financial performance. A severe outbreak of swine flu, MERS, SARS, foot-and-mouth
disease, avian flu, new (vaccine-resistant) variants of Covid-19, or another pandemic or livestock-related disease may
also result in European or national authorities imposing/re-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. See “The Covid-19 pandemic
and measures to reduce its spread have had, and may continue to have, a material adverse impact on the Company’s
business, results of operations, financial condition and liquidity” and “Covid-19 have disrupted the Company’s strategic
growth plan”.

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 canceled or delayed more than three hours on arrival. The regulation calls for compensation of €250,
€400, or €600 per passenger, depending on the length of the flight and the cause of the cancellation or delay, i.e. whether
it is caused by “extraordinary circumstances”. 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 regulation if Ryanair experiences a large number of delays or canceled flights,
which could occur as a result of certain types of events beyond its control. Further, recently courts in several jurisdictions
have been narrowing the definition of the term “extraordinary circumstances”, thus allowing increased consumer claims
for compensation. In September 2015, the Court of Justice of the EU, in Van der Lans v KLM, held that airlines are
required to provide compensation to passengers even in the event of a flight cancellation on account of unforeseen
technical defects. Further, in April 2018, the Court of Justice of the EU found in Krusemann v TUIfly that “wildcat” strikes
which stem from restructuring measures taken by an air carrier do not constitute extraordinary circumstances. Ryanair
considered that the union-led strikes which it experienced during 2018 could be differentiated from the Krusemann case,
because the union-led strikes were beyond Ryanair’s control and did not stem from a decision taken by Ryanair. Indeed,
in the recent Airhelp v SAS Court of Justice of the EU proceedings, the Advocate General agreed with this position and
determined that “a strike called by a trade union, in the exercise by the air carrier’s staff of the right to strike, with a view
to putting demands relating to the improvement of working conditions, where that strike is not triggered by a prior decision
of the undertaking but by the workers’ demands, constitutes an ‘extraordinary circumstance’ exempting the air carrier from
liability”. While the Court of Justice of the EU generally follows the Advocate General’s opinions, it did not on this
occasion, and has effectively imposed strict liability on airlines to pay EU261 compensation where flights are canceled
or delayed more than three hours on arrival due to strikes by airline staff. See “—Extreme Weather Events Could Affect
the Company and Have a Material Adverse Effect on the Company’s Results of Operations” below.

Under the terms of Regulation (EC) No. 261/2004, described above, in addition to the payment of compensation,
Ryanair has certain duties to passengers whose flights are canceled. In particular, Ryanair is required to reimburse
passengers who have had their flights canceled 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 canceled. 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 re-routing obligations cease.

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 impact of Covid-19 lockdowns of the European economy, the uncertainty relating to the
Eurozone and the U.K. following Brexit, 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 and Brexit-related uncertainty in the U.K., 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 effect on its financial results.

The introduction of government/environmental taxes or prohibitions on travel could damage Ryanair’s ability to
grow and could have a material adverse impact on operations. Travel taxes are levied on a per passenger basis in a
number of Ryanair markets for example in the U.K., Air Passenger Duty (APD) is charged at £13 per adult passenger. In
Germany there is an air passenger tax of €12.90 and similar taxes exist in Morocco (MAD100), Sweden (SEK63) and
Italy (municipal taxes of €6.50, Rome at €7.50) amongst others. These taxes are levied as a flat amount per departing
passenger and account for a higher percentage when applied to low fares. In Ryanair’s experience the imposition of
travel taxes reduces the growth potential of a market as fares do not increase by the amount of the tax. In most markets
transfer passengers are exempt from these taxes and as a result they distort the market by giving an unfair subsidy to
inefficient high cost airlines who operate connecting flight networks.

The introduction of government taxes on travel has had a negative impact on passenger volumes, particularly
given the current period of decreased economic activity within the industry as a result of the Covid-19 pandemic. The
introduction of further government taxes on travel across Europe could have a material adverse effect on Ryanair’s
financial results.

In 2021 the French government began the process of prohibiting domestic routes where an alternative direct
train journey operates in under two hours thirty minutes with exceptions made for connecting flights. This distorts the
market giving an unfair monopoly to inefficient high cost airlines who operate connecting flight networks.

While management believes that any such restriction of airlines’ commercial freedom would be incompatible
with EU law, it cannot be guaranteed that some form of government intervention in airline ticket prices will not be
introduced at a national or European level. This would severely impact the Company’s ability to attract the most price
sensitive consumers.

In July 2021, the European Commission (EC) announced details of the proposed “Fit for 55” legislation. These
proposals potentially see, inter alia, the introduction of a jet fuel through the Energy Taxation Directive on intra-EU flights.
This tax would potentially be fully phased in over a 10 year period from 2024 to 2033. The introduction of this tax on
intra-EU flights could have a material adverse effect on Ryanair’s financial results.

Political uncertainty and an increase of trade protectionism could have a material adverse effect on Ryanair’s
business, results of operation and financial condition. The announcement of unilateral tariffs on imported products by
the U.S. has triggered retaliatory actions from certain foreign governments and may trigger retaliatory actions by other
foreign governments, potentially resulting in a “trade war”. Certain foreign governments have instituted or are
considering imposing trade sanctions on certain U.S. goods. Others are considering the imposition of sanctions that will

deny U.S. companies access to critical raw materials. These measures could increase the price of goods and services
globally and may affect Ryanair, which has exposure, either directly or indirectly, to certain raw materials, including steel
used for aircraft it purchases and jet fuel. A “trade war” of this nature or other governmental action related to tariffs or
international trade agreements could have a material adverse effect on demand for Ryanair’s services, its costs,
customers, suppliers and/or the Irish, EU, U.S. or world economy or certain sectors thereof and, thus, Ryanair’s business
and financial results.

The Company is substantially dependent on discretionary air travel. 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 could have a material adverse effect on the Company’s
profitability or financial condition. Similarly, any significant increase in expenses related to security, insurance or related
costs could have a material adverse effect on the Company’s profitability or financial condition. As a consequence, any
future aircraft safety incidents (particularly involving other low-fare airlines or aircraft models flown by Ryanair), changes
in public opinion regarding the environmental impacts of air travel, terrorist attacks in Europe, the U.S. or elsewhere,
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
“—The Company is dependent on the continued acceptance of Low-fares airlines.”

Environmental Regulation will increase costs. Many aspects of Ryanair’s operations are subject to increasingly
stringent national and international laws, regulations and levies protecting the environment, including those relating to
carbon emissions, clean water, management of hazardous materials and climate change. Compliance with existing and
future environmental laws, regulations and levies can require significant expenditures, and violations can lead to
significant fines, penalties and reputational damage.

In particular, the EU Emissions Trading Scheme (“ETS”), is a cap-and-trade system for CO2 emissions to
encourage industries to improve their CO2 efficiency. Under the current legislation, airlines are granted initial CO2
allowances based on historical performance and a CO2 efficiency benchmark. Under the “Fit for 55” proposed
legislation, the EU ETS allowances will be phased out over the period from 2024 to 2027. Any shortage of allowances
has to be purchased in the open market and/or at government auctions. The cost of such allowances increased
significantly during fiscal year 2021 and fiscal year 2022. 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.

Additionally, the EC “ReFuel EU” proposal provides for a Sustainable Aviation Fuel (SAF) blending mandate to be
implemented. It sets SAF targets of 2% by 2025 rising to 5% by 2030 and 20% by 3035. There can be no assurance that
sufficient SAF will be available in the market for Ryanair to purchase or that the cost of SAF will not have a material
adverse effect on Ryanair’s financial results.

Extreme weather events could affect the Company and have a material adverse effect on the Company’s results
of operations. In 2010 and 2011 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, which resulted in the cancellation
of a significant number of flights.

Extreme weather events 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, the
occurrence of such events and the 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.

The Company is dependent on the continued acceptance of low-fares airlines. In past years, 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 (regardless of Ryanair’s own safety record), and could have a material adverse effect on
Ryanair’s financial condition and results of operations. In particular, an accident or other safety-related incident involving
an aircraft operated by another airline of the same model or manufacturer as operated by Ryanair could have a material
adverse effect on Ryanair if such accident or other safety-related incident resulted in actions or investigations by global
aviation authorities or created a public perception that Ryanair’s operations are not safe or reliable, or are less safe or
reliable than other airlines. Such regulatory actions and/or public perceptions could, in turn, result in adverse publicity
for Ryanair, cause harm to Ryanair’s brand and reduce travel demand on Ryanair’s flights, resulting in a material adverse
effect on the Company’s financial condition and results of operations. For additional information, see “—Risks Related
to the Company—A majority of Ryanair’s aircraft and certain parts are sourced from a single supplier; therefore, Ryanair
would be materially and adversely affected if such supplier were unable to provide additional equipment or support.”

The Company faces the risk of loss and liability. 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 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 Company is substantially dependent on discretionary air travel” 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 22% of total operating expenses in fiscal year 2021 and approximately 37%
in fiscal year 2020 (pre Covid-19 aircraft groundings), management anticipates that these percentages 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 FAA and EASA have required a number of such procedures with regard to Boeing 737 aircraft, including major
modifications to implement changes to the take-off configuration warning lights, cabin pressurization system, pitot
system heating, CFM fan blade nondestructive testing (NDT) on certain production CFM-56 engines, fuel tank boost
pump electrical arcing protection, and the European Commission’s Datalink mandate. As a result of the grounding of the
Boeing 737-MAX-8 aircraft due to safety concerns in March 2019, the delivery of new Boeing 737-8200 aircraft ordered
from Boeing was delayed until June 2021. Ryanair’s policy is to implement any required safety procedures in accordance
with FAA and EASA guidance and to perform such procedures in close collaboration with Boeing.

In 2019, the FAA and EASA implemented a regular inspection requirement of the aircraft pickle fork for all aircraft
with more than 22,600 cycles and this inspection requirement will continue and may become more stringent. 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 and EASA 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, delays in the delivery of aircraft 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.

State Aid to the Company’s competitors could adversely affect its results. In response to the Covid-19 pandemic,
several European governments have pledged to support their flag carrier airlines with State Aid through recapitalizations,
loans, loan guarantees and other measures. As at the date of this report, the European Commission has authorized
almost €30bn in such aid to approximately 20 airlines. Ryanair believes that aid that includes a nationality condition is
discriminatory and therefore unlawful under EU law, and has decided to challenge the European Commission’s approval
decisions in the General Court. However, the result of these appeals is uncertain. Should Ryanair be unsuccessful, its
competitors may use the aid to offer below cost prices in the market, which could negatively impact the Company’s
business and operations.

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 applied a ban on the purchase of ordinary shares by Non-EU nationals (which now includes U.K. nationals)
since 2002. 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 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, 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” (within the meaning of the Articles).

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, with any such transfer subject to legal challenge by the relevant holder. 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. Since April 2012, the Company has had the
necessary authorities in place to repurchase ADRs as part of its general authority to repurchase up to 10% 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 a result of Brexit, with effect from January 1, 2021 U.K. nationals ceased to qualify as EU nationals.
Consequently, as of that date, the 2002 ban on the purchase of ordinary shares by non-EU nationals has applied to U.K.
nationals also. In addition, in accordance with the resolutions passed by the Board of the Company on March 8, 2019,
all Ordinary Shares and ADSs held by or on behalf of non-EU nationals (including U.K. nationals) are, as of January 1,
2021, treated as “Restricted Shares”. Restricted Share Notices were issued to the registered holder(s) of each Restricted
Share specifying that the holder(s) of such shares shall not be entitled to attend, speak or vote at any general meeting
of the Company for so long as those shares are treated as Restricted Shares pursuant to Article 41(J)(i) of the Articles.
U.K. nationals are not required to dispose of Ordinary Shares which they purchased prior to January 1, 2021. These
resolutions will remain in place until the Board determines that the ownership and control of the Company is no longer
such that there is any risk to the airline licenses held by the Company's subsidiaries pursuant to EU Regulation No.
1008/2008.

Holders of ordinary shares are currently unable to convert those shares into ADRs. 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”.

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

100

of many airline company stocks. These broad market fluctuations may materially adversely affect the market price of
the Ordinary Shares and ADRs.

Ryanair Holdings may or may not pay dividends. Since its incorporation in 1996, Ryanair Holdings, has only
occasionally declared special dividends on both its Ordinary Shares and ADRs. Ryanair Holdings’ ability to pay dividends
in the future will be dependent on the financial performance of the Company and there is no guarantee that any further
dividends will be paid. See “Item 8. Financial Information—Other Financial Information—Dividend Policy”. As a holding
company, Ryanair Holdings does not have any material assets other than its shares in the Company’s operating airlines
and in other entities within the Ryanair Holdings group structure.

Increased costs for possible future ADR and share repurchases. As the ADRs have historically traded on the
NASDAQ Stock Market (“NASDAQ”) at a premium compared to Ordinary Shares, the inclusion of ADRs in buyback
programs may result in increased costs in performing share buybacks. Since fiscal year 2008 the Company has
repurchased shares as follows:

Year ended March 31,
2009-2017
2018
2019
2020
2021
Period through July 23, 2021
Total

No. of shares (m) Approx. cost (€m)
2,555.8
829.1
560.5
580.5
—
—
4,525.9

276.0
46.7
37.8
47.2
—
—
407.7

There is no guarantee that the Company’s current Central Securities Depository (“CSD”) will provide equivalent
functionality to the Company’s previous CSD, which may adversely impact the Company and/or holders of ADRs and/or
interests in Ordinary Shares. Ireland does not have a domestic CSD, and Irish issuers, including Ryanair Holdings, whose
shares are traded on Euronext Dublin or the London Stock Exchange have historically relied on CREST. CREST is a system
which facilitated the recording of ownership and effecting transfers of shares in Irish incorporated companies, operated
by Euroclear U.K. & Ireland (“EUI”) and authorized as a CSD in the United Kingdom.

EU issuers are required by EU Regulation 2014/909 (“EU CSD Regulation”) to use a CSD authorized in an EU
Member State. One of the consequences of Brexit is therefore that the CREST system is no longer authorized to act as
a CSD for Irish securities. This is because EUI became a third country CSD following Brexit and is no longer authorized
to passport its services into Ireland pursuant to European law.

The Company held an Extraordinary General Meeting at which it was resolved that the Ordinary Shares of Ryanair
Holdings would be migrated from the CREST System to the settlement system operated by Euroclear Bank SA/NV
(“Euroclear Bank”), the CSD in Belgium, over the course of the weekend commencing March 12, 2021 (the “Migration”).
The Migration, involving all Irish companies listed on Euronext Dublin, was successfully completed on March 15, 2021.

The Euroclear Bank model is structurally different to CREST. Euroclear Bank operates an “intermediated”
settlement system, where legal title to shares in the issuer is held by a nominee of Euroclear Bank. Participants in
Euroclear Bank (e.g., credit institutions, stockbrokers, investment managers) have rights in relation to these shares under
Belgian law (Belgium being Euroclear Bank’s place of incorporation), and underlying investors hold their interests in the
shares through their contractual relationship with a participant, or the direct or indirect counterparty of a participant.

The Company’s securities have never before been deposited on an “intermediated” settlement basis and it
cannot be guaranteed that the Euroclear Bank CSD will be able to support the Company in respect of its continued
compliance with EU ownership and control requirements pursuant to Regulation (EC) 1008/2008.

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Item 4. Information on the Company

INTRODUCTION

Ryanair Holdings was incorporated in 1996 as a holding company for Ryanair Limited, now known as Ryanair
Designated Activity Company (“DAC”). The latter operates a low fare, scheduled-passenger airline serving short-haul,
point-to-point routes mainly within Europe. In fiscal year 2019, the Company set up Buzz, formally known as Ryanair Sun,
(a Polish charter and scheduled passenger airline with a Polish AOC), and acquired Lauda (now a Maltese wet lease
provider to the Ryanair Group with a Maltese AOC), and set-up Ryanair U.K. (with a U.K. AOC). In fiscal year 2020, Malta
Air became the fifth airline in the Ryanair Group. Each of Buzz, Lauda, Malta Air, Ryanair DAC and Ryanair U.K. are wholly
owned airlines within the Ryanair Group. See “Item 5. Operating and Financial Review and Prospects—History” for detail
on the history of the Company. As of June 30, 2021, the Ryanair Group had a principal fleet of approximately 422 Boeing
737 aircraft and 29 Airbus A320 aircraft. As of July 23, 2021, the Group offered over 2,100 short-haul flights per day
serving over 210 airports across Europe. It is anticipated that additional capacity will be offered over the next twelve
months, subject to the timing of the removal of European government lockdown and travel restrictions and assuming
such lockdown restrictions are not re-imposed. 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 loss after taxation of €1,015m in fiscal year 2021, as compared with a profit of €649m in
fiscal year 2020. This decrease was primarily attributable to an 81% decline in traffic as European Governments imposed
travel restrictions/lockdowns due to the Covid-19 pandemic. Ryanair generated an average booked passenger load
factor of approximately 71% in fiscal year 2021, compared to 95% in fiscal year 2020 and total revenue decreased by
81% to €1,636m, down from €8,495m in fiscal year 2020.

Management believes that 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 where it commences
service. Fiscal year 2021 was the most challenging in Ryanair’s history. Covid-19 saw traffic collapse, almost overnight,
from 149m to just 27.5m as many European governments (with little notice or co-ordination) imposed flight bans, travel
restrictions and national lockdowns. There was a partial recovery during summer 2020, as initial lockdowns eased,
however a second Covid-19 wave in Europe followed quickly in the autumn with a third wave in spring 2021. This created
enormous disruptions and uncertainty for both Ryanair’s customers and its people, as they suffered constantly changing
government guidelines, travel bans and restrictions. Ryanair responded promptly, and effectively, to this crisis, by
working hard to assist millions of customers with flight changes, refunds and changed travel plans. The Ryanair Group
minimized job losses through agreed pay cuts and participation in government job support schemes, while at the same
time keeping pilots, cabin crew and aircraft current and ready to resume service once normality returns.

The address of Ryanair Holdings’ registered office is: c/o Ryanair DAC, Dublin Office, Airside Business Park,
Swords, County Dublin, K67 NY94, Ireland. The Company’s contact person regarding this Annual Report on Form 20-F is:
Neil Sorahan, Group CFO (same address as above). The telephone number is +353-1-945-1212 and facsimile number is
+353-1-945-1213. Under its current Articles, Ryanair Holdings has an unlimited corporate duration.

Ryanair Holdings files annual reports, special reports, and other information with the SEC. Its SEC filings are
available on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC. Ryanair Holdings also makes available on its
website, free of charge, its annual reports on Form 20-F and the text of its reports on Form 6-K, including any
amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are
electronically filed with or furnished to the SEC. Ryanair’s website address is https://www.ryanair.com. The information

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on these websites, and any other website referenced herein, is not part of this report except as specifically incorporated
by reference herein.

STRATEGY

Ryanair’s objective is to establish itself as Europe’s largest scheduled passenger airline group, through
continued improvements and expanded offerings of its low-fares service. The Ryanair Group 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—Widely Available Low Fares” below.

Customer Service. Ryanair’s strategy is to deliver the best customer service performance in its peer group.
Ryanair delivers industry leading punctuality (target >90% excluding ATC disruptions) and fewer lost bags than its peer
group in Europe. Ryanair achieves this by focusing strongly on the execution of these services. 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” checks and every passenger that
flies with Ryanair can rate their flying experience. Monthly Net Promoter Scores (“NPS”) and customer satisfaction
scores are analyzed to ensure Ryanair are delivering on the things that matter most for our customers.

Ryanair is continuously implementing new strategic initiatives that are expected to improve its customer service
offering. As part of Ryanair’s “We’re Listening” initiative, Ryanair invited customers to join a new Customer Advisory
Panel that will allow its teams to gain valuable insight on how the Group can continue to improve customer services.

Frequent point-to-point flights on short-haul routes. Ryanair provides frequent point-to-point service on short- haul
routes. In fiscal year 2021, Ryanair flew an average route length of approximately 776 miles and an average flight
duration of approximately 1.88 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 the Ryanair Group’s operating costs are among the lowest of
any European scheduled-passenger airline group. Ryanair strives to reduce or control four of the primary expenses
involved in running a major scheduled airline group: (i) aircraft equipment and finance costs; (ii) personnel costs; (iii)
customer service costs; and (iv) airport access and handling costs:

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(i) Aircraft Equipment and Finance Costs. Ryanair currently operates mainly “next generation” Boeing 737-800s.
The operation of primarily a single aircraft type (mainly B737s) 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 favorable to Ryanair. The strength of Ryanair’s balance sheet and
cashflows also enables the Group to lease aircraft at competitive rates (such as the 29 A320s leased by Lauda).
See “—Aircraft” below for additional information on Ryanair’s fleet. The Company has a BBB rating from both
S&P and Fitch Ratings (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” above) and can raise
inexpensive unsecured debt in the Capital Markets. The Company also finances aircraft from its strong
cashflows.

(ii) Personnel Costs. Ryanair endeavors to control its labor costs through incentivizing high productivity.
Compensation for personnel emphasizes productivity-based pay incentives. These incentives include sales
bonus payments for onboard sales of products for cabin crew and payments based on the number of hours or
sectors flown by pilots and cabin crew within strict limits set by industry standards or regulations fixing
maximum working hours.

(iii) Customer Service Costs. Ryanair has entered into agreements 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. Ryanair negotiates 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 (“AGB”)
customer experience program launched in 2013, the Company has broadened its distribution base by making
Ryanair’s fares available to Travelport (trading as Galileo and Worldspan) 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.

(iv) Airport Access and Handling Costs. Ryanair prioritizes airports that offer competitive prices. The Ryanair
Group’s record of delivering a consistently high volume of passenger traffic growth at many airports has allowed
it to negotiate favorable growth contracts with such airports since the launch of AGB, the Company has
accessed more primary airports, which typically have higher airport charges and greater competition along with
slot limitations. Secondary and regional airports 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 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. Ryanair requires all passengers to check-in on the Internet, which reduces waiting times at airports and
speeds a passenger’s journey from arrival at the airport to boarding, as well as significantly reducing airport
handling costs. Ryanair also charges a checked-bag fee, which is payable on the Internet at the time of booking
or post booking and is aimed at reducing the number of bags carried by passengers in order to further reduce
handling and CO2 costs. See “Item 3. Key Information—Risks Related to the Company—The Company Faces
Risks Related to its Internet Reservations Operations and its Elimination of Airport Check-in Facilities.”

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Taking advantage of digital platforms. Ryanair’s reservation system operates under a hosting agreement with
Navitaire which currently extends to November 2027. 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. The Company also has a
mobile app which makes it simpler and easier for customers to book Ryanair flights. The website and app also offer
customers the ability to add additional ancillary products on day of travel (e.g. bags, priority boarding, preferred seating
and fast track). Ryanair has continued to invest in its website with the key features being personalization, a “My Ryanair”
account, easier booking flow, more content, faster, intuitive and fully responsive for mobile devices. The “My Ryanair”
registration service, 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. Membership of “My Ryanair” is
automatic for all bookings. Ryanair will endeavor to continue 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. 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 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 36-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 an EASA Part 145 approval. Ryanair currently performs the
majority of heavy airframe maintenance in-house, but contracts with other parties who perform engine overhaul services
and rotable repairs. Ryanair also outsources some heavy maintenance activity. These contractors also provide similar
services to a number of other major European airlines.

Enhancement of operating results through ancillary services. Ryanair distributes accommodation services and
travel insurance primarily through its website. For accommodation services, Ryanair currently has a contract with core
providers (Hotels.com, Hotelopia.com and Hostelsclub) to market hotels and other accommodation offerings during
and after the booking process. Ryanair also offers airport transfers and car park services through its website and on
board its aircraft. Ryanair offers car hire services via a contract with RentalCars. Ancillary revenues accounted for
approximately 37% of Ryanair’s total operating revenues in fiscal year 2021 and approximately 34% of Ryanair’s total
operating revenues in fiscal year 2020. See “—Ancillary Services” below and “Item 5. Operating and Financial Review and
Prospects—Results of Operations—Fiscal Year 2021 Compared with Fiscal Year 2020—Ancillary Revenues” for
additional information.

Focused criteria for growth. Ryanair believes it will have opportunities for continued growth by: (i) using
aggressive fare promotions to stimulate demand; (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 and the UK; (vi) considering acquisition opportunities that may become available in the future;
(vii) connecting airports within its existing route network; (viii) establishing new bases; and (ix) initiating new routes not
currently served by any carrier.

Responding to market challenges. In recent periods, Ryanair’s low-fares business model faced substantial
pressure due to significantly increased fuel costs and economic contraction in the economies in which it operates
(including global market disruptions related to the Covid-19 pandemic outbreak). The Company has aimed to meet these
challenges by: (i) grounding approximately 200 aircraft in fiscal year 2021 during the winter season with nearly all of the
fleet grounded in Quarter 1, fiscal year 2021; (ii) disposing of aircraft (11 lease hand-backs and 7 aircraft sales in fiscal
year 2021); (iii) controlling costs and liquidity; and (iv) renegotiating contracts with existing suppliers, airports and

105

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 prior years, in response to an operating environment characterized by high fuel prices, typically lower seasonal
yields and higher airport charges and/or taxes, Ryanair adopted a policy of grounding a certain portion of its fleet during
the winter months. Ryanair also carries out its scheduled aircraft maintenance at this quieter time of the year. While
seasonal grounding does reduce the Company’s operating costs, it also decreases Ryanair’s winter season 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—Risks Related to the Company—Ryanair has Seasonally Grounded Aircraft.”

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ROUTE SYSTEM, SCHEDULING AND FARES

Route System and Scheduling

As of July 23, 2021, the Company offered over 2,100 daily scheduled short-haul flights serving over 210 airports
largely throughout Europe and North Africa as it gradually returns to service following the lifting of European
Governments’ Covid-19 lockdowns and travel restrictions. Prior to the grounding of aircraft in March 2020 as a result of
EU government restriction to stop the spread of Covid-19, the Ryanair Group offered over 2,500 scheduled short-haul
flights per day serving over 240 airports largely throughout Europe and North Africa. The following table lists Ryanair’s
86 operating bases:

Agadir *

Alicante

Athens

Operating Bases

Fez

Frankfurt (Hahn)

Frankfurt (Main)

Baden-Baden

Gdansk

Paphos

Paris (Beauvais)

Pescara

Pisa

Barcelona (El Prat)

Glasgow (Prestwick)

Ponta Delgada

Bari

Berlin (Brandenburg)

Billund *

Birmingham

Bologna

Bordeaux

Bournemouth

Bratislava

Brindisi

Bristol

Gothenburg

Ibiza

Katowice

Krakow

Kaunas

Lamezia

Leeds Bradford

Lisbon

Liverpool

London (Luton)

Brussels (Charleroi)

London (Southend)

Porto

Poznan

Prague

Rhodes

Riga *

Rome (Ciampino)

Rome (Fiumicino)

Santiago

Seville

Shannon

Sofia

Brussels (Zaventem)

London (Stansted)

Stockholm (Arlanda) *

Thessaloniki

Toulouse

Treviso

Turin *

Valencia

Vienna

Vilnius

Warsaw (Modlin)

Wroclaw

Zadar

Zagreb

Bucharest

Budapest

Cagliari

Catania

Chania

Cologne

Corfu

Dublin

Madrid

Malaga

Mallorca

Malta

Manchester

Marrakesh

Marseille

Memmingen

Dusseldorf (Weeze)

Milan (Bergamo)

East Midlands

Milan (Malpensa)

Edinburgh

Faro

Naples

Palermo

* New bases announced and opening in Winter 2021

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See Note 18, “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.

Ryanair’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 11:30 p.m. Management regularly reviews the need for adjustments in
the number of flights on all of its routes.

As part of Ryanair’s AGB customer experience program Ryanair has focused on high frequency and business

friendly timings between Europe’s main business centers.

Over the past year, the Ryanair Group launched 167 new routes across its network. See “Item 3. Key
Information—Risk Factors— Risks Related to the Company—Ryanair’s New Routes and Expanded Operations May Have
an Adverse Financial Impact on Its Results.”

Widely Available Low 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 (although certain
fee holidays have been implemented throughout the Covid-19 crisis) and applicable upgrade charges. However, tickets
are generally non-cancellable and non-refundable and must be paid for at the time of reservation.

Ryanair’s discounted fares are driven by Ryanair’s “load factor active – yield passive” policy whereby seats are

priced to ensure that high load factor targets are achieved.

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 care.
In doing so, Ryanair primarily advertises its services in national and regional media across Europe. In addition, Ryanair
uses advertising, email marketing and social media. 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 who have 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. The vast majority of such reservations and purchases are made through the website Ryanair.com, although an
increasing number of customers are also booking on the Ryanair app and therefore, we are not reliant on travel agents.

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Ryanair’s reservations system is hosted under an agreement with the system provider, Navitaire. Under the
agreement, 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 back-up booking engines to support operations in the event of a
breakdown in the main system.

Over the last year Ryanair has introduced several new features such as Multi Airport City and Fare Finder which
makes it easier and quicker for customers to find the lowest fares. Ryanair also requires internet check-in for all
passengers. These enhancements and changes have been made to reduce waiting times at airports and speed up the
passenger’s journey from arrival at the airport to boarding, as well as significantly reduce airport handling costs.

The Company has also entered into an agreement with the GDSs Travelport (which operates the Galileo and
Worldspan GDS) and Sabre. The Company’s fares (except for the three lowest fare categories) are currently distributed
on the GDSs’ systems. Ryanair has negotiated an attractive per segment price which enables it to sell tickets via travel
agents at no commission to a mix of largely business/corporate travelers.

Boeing Aircraft

AIRCRAFT

As of June 30, 2021, the Company had a fleet of 422 Boeing 737 aircraft which are currently operated by Buzz,
Malta Air, Ryanair DAC and Ryanair U.K. The fleet was composed of 3 Boeing 737-8200 aircraft, each having 197 seats,
and 419 Boeing 737-800 “next generation” (“NG”) aircraft, each having 189 seats. The Company’s fleet totaled 422
Boeing 737-800 aircraft at March 31, 2021.

Between March 1999 and March 2021 Ryanair took delivery of 531 new Boeing 737NG aircraft under its
contracts with Boeing and disposed of 109 Boeing 737NG aircraft, including 74 lease hand-backs. In the period April
2021 to June 2021, Ryanair took delivery of 3 new Boeing 737-8200 aircraft and returned 3 Boeing 737NG leased aircraft.

Under the terms of the 2013 Boeing Contract, Ryanair agreed to purchase 183 Boeing 737-800 aircraft over a
five-year period from fiscal years 2015 to 2019, with delivery beginning in September 2014 and ending in December
2018. These aircraft benefited from a net effective price not dissimilar to that under the 2005 Boeing Contract. Under
the terms of the 2014 Boeing Contract, which was repriced in December 2020, Ryanair has agreed to purchase 210 new
Boeing 737-8200 “Gamechanger” aircraft delivering between fiscal years 2022 and 2025. Deliveries commenced in June
2021. The new aircraft will be used on new and existing routes to grow the Ryanair Group’s business.

The Boeing 737-8200 represents the newest generation of Boeing's 737 aircraft. It is a short-to-medium range
aircraft and seats 197 passengers (eight (4%) more than Ryanair’s existing Boeing 737-800 189 seat fleet). The basic
price (equivalent to a standard list price for an aircraft of this type) for each of the Boeing 737-8200 series aircraft under
the 2014 Boeing Contract is approximately US$102.5m. Net of basic credits and reflective of price escalation over the
original scheduled delivery timeframe, the value of the 210 Boeing 737-8200 aircraft under the 2014 Boeing Contract is
approximately US$9.6bn.

Boeing has granted Ryanair certain price concessions as part of the 2014 Boeing Contract. 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 delivering from
fiscal year 2022 through to fiscal year 2025.

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For additional details on the Boeing contracts, scheduled aircraft deliveries and related expenditures and their

financing, 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 737-8200 being the most recent in current production.

The Boeing 737NGs 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 737-8200 are fitted
with CFM LEAP-1B engines which, combined with the Advanced Technology winglet and other aerodynamic
improvements, should reduce fuel consumption by up to approximately 16% on a per seat basis compared to the Boeing
737NGs in Ryanair’s configuration and reduce operational noise emissions by approximately 40%.

For additional information, please see “Item 3—Key Information—Risk Factors—Risks Related to the Company—
A majority of Ryanair’s aircraft and certain parts are sourced from a single supplier; therefore, Ryanair would be
materially and adversely affected if such supplier were unable to provide additional equipment or support”.

At March 31, 2021, the average aircraft age of the Company’s Boeing 737 fleet was approximately 9 years.

Airbus Aircraft

As of June 30, 2021, the Company had a fleet of 29 leased Airbus A320 aircraft (unchanged from March 31,
2021). These aircraft are operated by Lauda, as a wet lease operator for the Group, and have 180 seats. They are powered
by a mix of CFM 56-5B and Pratt & Whitney V2500 engines. At March 31, 2021, the average aircraft age of the Company’s
leased Airbus A320 fleet was approximately 13.9 years and the average remaining lease term on these aircraft was 3.3
years, with the first aircraft due to return off lease in November 2022.

Summary

The Company expects to have an operating fleet comprising approximately 600 narrow-body aircraft at March
31, 2025, depending on the level of lease hand-backs and aircraft disposals. The operating fleet will likely comprise of
primarily Boeing 737s.

Training and Regulatory Compliance

Ryanair currently owns and operates 11 Boeing 737-800NG, 3 Boeing 737-8200 and 2 A320 full flight simulators
for pilot training. The simulators were purchased from CAE Electronics Ltd. of Quebec, Canada (“CAE”). In addition,
Ryanair currently owns and operates 9 state of the art, fixed base simulators from Multi Pilot Simulations (“MPS”) which
are used for pilot assessments and pilot training. In fiscal year 2021, Ryanair, in partnership with Aviation Flight Academy
(AFA), developed a new, state of the art, training center in Dublin which includes 1 Boeing 737-8200 full flight simulator,
1 Boeing 737-8200 fixed base simulator, 2 A320 full flight simulators, 1 A320 fixed base simulator and a full Boeing 737
Cabin Trainer.

Management believes that Ryanair is currently in compliance with all applicable regulations and EU directives
concerning its fleet of Boeing 737 and Airbus A320 aircraft and will comply with any regulations or applicable EU and
UK directives that may come into effect in the future. However, there can be no assurance that the FAA, EASA, the UK
CAA 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, in particular safety-related undertakings related to
the Boeing 737-8200. See “Item 3. Key Information—Risk Factors—Risks Related to the Airline Industry— Safety-Related
Undertakings Could Affect the Company’s Results.”

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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.

Ryanair primarily markets car hire, accommodation services and travel insurance through its website and mobile
app. Ryanair offers car hire services via a contract with RentalCars. For hotel and accommodation services, Ryanair
launched Ryanair Rooms in October 2016 to market hotels, hostels, B&Bs, homestays and villas during and after the
booking process. Ryanair receives a commission on these sales.

Ryanair markets car parking, attractions and activities on its website & mobile app. Ryanair also sells gift

vouchers which are redeemable online.

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 EASA Regulations and 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
EASA Part 145. 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 licensed to
operate approved maintenance training courses under a Part 147 approval from the U.K. CAA in its training school at
London Stansted Airport and Glasgow Prestwick. It is also licensed to operate approved maintenance training courses
under a Part 147 approval by the Irish Aviation Authority (“IAA”) in Dublin and by the Italian Civil Aviation Authority
(“ENAC”) in Bergamo.

Ryanair is itself an EASA Part 145-approved maintenance organization and provides its own routine aircraft
maintenance and repair services. Ryanair also performs certain line maintenance checks on its aircraft, including pre-
flight and daily checks at some of its bases, as well as A-checks at its Dublin, London (Stansted), Madrid, Hahn, Vienna
and Bergamo facilities to support line maintenance on Boeing 737 and Airbus A320 aircraft. Ryanair performs the
majority of its Boeing 737 heavy airframe maintenance utilizing a Ryanair associated Part 145 approval/organization for
heavy maintenance with a seasonal use of third-party maintenance repair and overhaul (the “MRO”) facilities. Ryanair
operates a six-bay hangar facility at its base at Glasgow (Prestwick) in Scotland. In addition, Ryanair has hangar facilities
in Kaunas (2 bays, Lithuania), Wroclaw (2 bays, Poland) and Seville (2 bays, Spain) which are used for C-check
maintenance activities. Ryanair is currently planning to extend the hangar facilities in Seville for heavy maintenance by
the end of fiscal year 2022 from 2 to 5 bays.

Ryanair has a 5-bay hangar and stores facility at its London (Stansted) airport base enabling Ryanair to carry out
line maintenance on its expanding fleet. This facility has eight full flight simulators (including 2 Boeing 737-8200,
installed in March 2019 and September 2019), 3 fixed base simulators and the associated training rooms. Ryanair in
partnership with Aviation Flight Academy (AFA) has developed a separate training facility adjacent to the hangar to
accommodate a full-size Boeing 737NG training aircraft to allow for cabin crew and engineering training. Ryanair has 5
simulators in its East Midlands facility (3 full flight and 2 fixed based). Ryanair operates a 2-bay hangar in Vienna to
maintain a mix of Airbus and Boeing aircraft and, in fiscal year 2021, built a new pilot and cabin crew training facility in

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Dublin which accommodates Boeing and Airbus full flight simulators to meet the increased training needs of the Group.
Ryanair has a 30-year sole-tenancy agreement with Frankfurt (Hahn) airport where it maintains a 2-bay hangar and stores
facility. This facility allows Ryanair to carry out additional line maintenance including A-checks. Ryanair has two single-
bay hangars and an additional leased hangar in Bergamo, Italy (3 in total), which are used for line maintenance activities
and A-checks. Ryanair has also built a 1 bay hangar in Madrid to support aircraft located in Spain and operates 2 leased
hangars at Dublin Airport. Ryanair has also built a technological center of excellence in Bergamo with 2 full flight
simulators, 1 fixed base simulator and a full-size Boeing 737NG training aircraft to allow for pilot, engineering and cabin
crew training.

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

Heavy Maintenance

Ryanair expects to be dependent on external service contractors for Airbus A320 and Boeing 737 maintenance,
particularly for engine and component maintenance, for the foreseeable future, notwithstanding the capabilities provided
by its maintenance facilities at Bergamo, Dublin, Frankfurt (Hahn), Glasgow (Prestwick), Kaunas, London (Stansted),
Madrid, Seville and Wroclaw. See “Item 3. Key Information – Risk Factors – Risks Related to the Company - The Company
Is Dependent on External Service Providers”.

Ryanair contracts out engine overhaul service for its Boeing 737-800 aircraft to CFM under a ten-year agreement
to December 2027, with an option for extension, which is a follow on to the previous General Electric Engine Services
agreement. This comprehensive maintenance contract provides for the repair and overhaul of the CFM56-7B series
engines fitted to Ryanair’s Boeing 737-800 aircraft, the repair of parts and general technical support for the fleet of
engines. CFM mainly uses its EASA Part 145-approved repair facility in Cardiff, Wales for this work, but also uses its
EASA Part 145-approved facility in Celma (Brazil), Paris (France) and Queretaro (Mexico). By contracting with
experienced EASA Part 145-approved maintenance providers, management believes it is better able to ensure the quality
of its engine maintenance. Ryanair assigns EASA Part 145-certified mechanics/engineers to oversee all engine
overhauls performed by third parties. Engine Maintenance providers are also monitored closely by the national
authorities under EASA and national regulations. Ryanair trained engineering staff with Boeing and CFM in advance of
the introduction of the Boeing 737-8200 aircraft.

SAFETY RECORD

Ryanair has not had a single passenger or flight crew fatality in its 36-year operating history. Ryanair
demonstrates its commitment to safe operations through its safety policy, 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 & Security Committee to review and discuss air safety and security
related issues. Mike O’Brien, a Non-Executive Director, is the joint chair of this Committee (along with the Ryanair
Accountable Manager, Neil Sorahan), and reports to the Board of Directors. Ryanair’s Chief Risk Officer, Carol Sharkey,
chairs quarterly meetings of the Group Airlines Accountable Managers (Group Safety & Security Committee) and Mike
O’Brien attends these meetings. This forum facilitates the sharing of best Safety and Security practice across the Group.

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 flight crew training,
including initial, recurrent, and upgrade phases. All training programs are approved by the relevant National Aviation
Authority, (including the IAA, TM-CAD Malta and the Polish CAA) which regularly audits operations control standards

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and flight crew training standards for compliance with EU legislation. All Boeing 737s that Ryanair has bought are
certified for Category IIIA landings (automatic landings with minimum horizontal visibility of 200 meters and a 50 feet
decision height).

Ryanair has a comprehensive and documented Safety Management System. Management encourages flight
crews to report any safety-related issues through the Air Safety Report (“ASR”) reporting program, which is available
online. Also available to crew is Ryanair’s Confidential Reporting System (“RCRS”) which affords personnel the
opportunity to report directly to the Safety Officer any event, error, or discrepancy in operations that they do not wish to
report through standard reporting channels. Management uses the de-identified information reported through all
reporting systems to modify operating procedures and improve flight operations standards as necessary. Additionally,
Ryanair promotes the use of CHIRP, a confidential reporting system that is endorsed by the U.K. CAA as an alternative
confidential reporting channel.

Ryanair has installed an automatic data capturing system on each of its Boeing 737 and Airbus A320 aircraft.
This system captures and downloads aircraft performance information for use as part of Operational Flight Data
Monitoring (“OFDM”) which automatically provides a confidential report on exceedances 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
can 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.

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. Blue Handling (part of the Omniserve Group) provides
Ryanair’s ticketing, passenger and aircraft handling, and ground handling services at Ryanair’s largest base, Stansted,
while similar services in continental Europe are generally provided by the local airport authorities, either directly through
sub-contractors, or partners in self-handling at airports in Spain, Portugal and Poland. Management attempts to obtain
competitive rates for such services by negotiating multi-year contracts at fixed prices with growth incentives where
possible. These contracts are generally scheduled to expire in one to five years, unless renewed, and certain contracts
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.”

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/or access to new destinations, 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.

See “Item 3. Key Information—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 Information⎯Legal Proceedings⎯EU State Aid-Related Proceedings” for

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information regarding legal proceedings in which Ryanair’s economic arrangements with several publicly owned airports
are being contested.

FUEL

The cost of jet fuel accounted for approximately 22% and 37% of Ryanair’s total operating expenses in the fiscal
years ended 2021 (reduced due to lower flying as a result of European Governments’ travel restrictions implemented as
a result of the Covid-19 pandemic) and 2020, 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 0.8% and 0.6% of
total fuel costs in the fiscal years ended 2021 and 2020 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 in
absence of 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 significant protection against fluctuations in
fuel prices, generally through forward contracts covering periods of up to 18 to 24 months of anticipated jet fuel
requirements. If capacity is significantly reduced, as was the case in fiscal year 2021 due to European Governments,
response to the spread of Covid-19, these forward contracts may become ineffective for hedge accounting purposes.
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 2021 Compared with Fiscal Year 2020—Fuel and Oil.”

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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. Key Information—Risk Factors—Risks Related to the Company—The Covid-19 pandemic
and measures to reduce its spread have had, and will likely continue to have, a material adverse impact on the Company’s
business, results of operations, financial conditions and liquidity and “—Risks Related to the Airline Industry—Extreme
Weather Events Could Affect the Company and Have a Material Adverse Effect on the Company’s Results of Operations.”

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. 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.

Ryanair has established Aviation Insurance Limited (“AIL”), a wholly owned captive insurance company
subsidiary based in Malta, 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 US$15m. In
addition to aviation insurance, AIL underwrites most of the single and multi-trip travel insurance policies sold on
Ryanair.com.

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.

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The following are the principal facilities owned or leased by the Ryanair Group:

FACILITIES

Location

Dublin Airport

Airside Business Park, Dublin

Woodford Business Park, Dublin

Vienna Airport (Hangar)

Vienna, Austria

Enterprise House, Stansted

Satellite 3, Stansted Airport

Stansted Airport (Hangar)

Stansted Storage Facilities

East Midlands Airport

Prestwick Airport (Hangar)

Frankfurt (Hahn) Airport (Hangar)

Bergamo Airport (Hangar 1)

Bergamo Airport (Hangar 2)

Bergamo Airport (Hangar 3)

Bergamo Airport Technological Centre of Excellence

Wroclaw Airport, Poland (Hangar)

Wroclaw, Poland

Warsaw, Poland

Kaunas Airport (Hangar)

Pieta, Malta

Madrid Airport (Hangar)

Madrid, Spain

Seville, Spain (Hangar)

Modlin Airport

Kraków Airport

Katowice, Airport

Vienna, Airport

Site Area

Floor Space

(Sq. Meters) (Sq. Meters)

8,190

8,269

37,752

163,890

4,113

12,567

1,325

516

605

4,113

7,696

1,325

516

605

12,536

10,676

3,605

5,935

2,505

3,435

16,022

14,295

5,064

4,125

4,040

3,500

4,982

8,701

1,935

747

4,500

480

1,850

1,914

9,800

129

248

144

5,064

2,200

2,593

2,280

2,490

7,484

1,935

747

4,500

480

1,850

1,914

8,000

129

248

144

Tenure
Leasehold
Freehold

Freehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold

Activity

Administrative Offices / Aircraft Maintenance

Offices, Travel Labs Dublin & Training Center

Cabin Crew, Engineering & Simulator Training Center

Aircraft Maintenance

Administrative Offices

Operations Center

Aircraft Maintenance and Simulator Training Center

Aircraft Maintenance

Simulator Training Center

Aircraft Maintenance

Aircraft Maintenance & Simulator Training Center

Aircraft Maintenance

Cabin Crew, Engineering & Simulator Training Center

Aircraft Maintenance

Travel Labs Poland

Administrative Offices

Aircraft Maintenance

Administrative Offices

Aircraft Maintenance

Travel Labs Madrid

Aircraft Maintenance

Administrative Offices

Aircraft Maintenance

Ryanair has agreements with the DAA, the Irish government authority charged with operating Dublin Airport, to
lease check-in 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 third party service providers.

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TRADEMARKS

Ryanair’s name and logo are registered as European Union Trade Marks (“EUTMs”). Ryanair has also registered
the slogans “Ryanair.com The Low Fares Website” and “Low Fares. Made Simple” and the domain name
“Ryanairhotels.com” as EUTMs. An EUTM 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 in respect of similar services and the right to sue for trademark
infringement should another party use an identical or similar mark in relation to identical or similar services.

As of January 1, 2021, registered EUTMs have been automatically registered as equivalent national U.K.

trademarks.

Trademarks owned by the Company include:

• European Union (Word) Trade Mark registration number 004168721 comprised of the word “Ryanair” in classes
16, 28, 35, 36, 37, 38, 39 and 42 (Nice Classification), and equivalent U.K. trademark number UK00904168721,
protected until December 13, 2024;

• European Union (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 22.01.16 (Vienna classification), and
equivalent U.K. trademark number UK00900338301, protected until August 21, 2026;

• European Union (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 27.05.01 (Vienna classification), and
equivalent U.K. trademark number UK00901493329, protected until February 4, 2030;

• European Union (Word) Trade Mark registration number 004187721 comprised of the word “Ryanairhotels.com”
in classes 16, 39 and 43 (Nice Classification), and equivalent U.K. trademark number UK00904187721, protected
until January 13, 2025;

• European Union (Word) Trade Mark registration number 013185988 comprised of the word “LOW FARES. MADE
SIMPLE” in classes 16, 28, 35, 36, 37, 38, and 42 (Nice Classification), and equivalent U.K. trademark number
UK00913185988, protected until August 19, 2024.

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• European Union (Word) Trade Mark registration number 18295804 comprised of the word “Lauda Europe” in

classes 12, 16, 18, 25, 28, 35, 36, 37, 38, 39, 43, protected until 25 August 2030.

• United Kingdom (Word) Trade Mark registration number UK00003247027 comprised of the word “Buzz About”

in class 39, protected until 29 July 2027.

THE ENVIRONMENT

Ryanair’s Environmental Policy, commits the Group to what the Board and management believe are ambitious
future environmental targets, building on impressive achievements to date, including commitments to address climate
change, and the priorities and policies which will allow the Group to continue to lower CO2 emissions and noise pollution.

Ryanair’s Environmental Policy illustrates Ryanair’s commitment to managing its impact on the environment,

with key targets and achievements including:

• Reduce CO2 per revenue passenger kilometer (RPK) to below 60 grams by 2030;
• Becoming the first Airline Group to publish its CO2 statistics monthly;
• Achieving net carbon zero by 2050;
•
• Eliminate non-recyclable plastics over the next 5 years. (Over 80% removed at the end of fiscal year 2021);
•

Investing billions of euro in new, fuel and noise efficient aircraft;

Investment in Verified Carbon Standard (VCS) and Gold Standard carbon projects funded by our Voluntary
Carbon Contribution scheme;

Improve the Group’s CDP climate protection rating from “B-“ to an “A” rating;

• Appointment of a Director of Sustainability to achieve ambitious environmental commitments;
•
• Partnered with Trinity College Dublin to launch a Sustainable Aviation Research Centre;
• Set a goal to power 12.5% of our flights with Sustainable Aviation Fuel (SAF).

Ryanair manages its impact on the environment and lowers CO2 emissions by operating the youngest fleet of any
major airline group in Europe, achieving high load factors and efficient fuel burn. These enable Ryanair to minimize fuel
and energy consumption and reduce noise pollution.

Regulatory Authorities

GOVERNMENT REGULATION

EU air carriers such as the Company and the Group Airlines are generally able to provide passenger services on
domestic routes within any EU member state outside their home country, as well as between EU member states without
restriction, subject to applicable EU and national regulations implemented by competent authorities, including the
European Commission and EASA, as well as oversight by the European Organization for the Safety of Air Navigation
(“Eurocontrol”). The Group Airline are also subject to national regulation in their home countries, which is implemented
primarily by (i) in Ireland, the Irish Commission for Aviation Regulation (“CAR”), the Irish Aviation Authority (“IAA”) and
the Irish Department of Transport, Tourism and Sport (“DTTAS”) in the case of Ryanair DAC, (ii) in Poland, the Polish Civil
Aviation Authority (“Polish CAA”) in the case of Buzz, (iii) in Malta, Transport Malta and the Maltese Civil Aviation
Directorate (“Maltese CAD”) in the case of Lauda Europe and Malta Air, and (iv) in the United Kingdom, the U.K. CAA and
the U.K. Department for Transport (“U.K. DfT”) in the case of Ryanair U.K.

Management believes that the present regulatory environment in the EU is generally 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. During the Covid-19 crisis, various public health

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measures have also been imposed on airlines, including requirements in certain countries to verify passenger’s health
documentation and, in certain cases, restrictions on the freedom to operate flights.

Ireland

Commission for Aviation Regulation. CAR is responsible for issuing operating licenses to Irish air carriers under
the provisions of EU Regulation 1008/2008. 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 its management. In addition, EU regulations require
that (i) the air carrier must be owned, for the purposes of EU Regulation 1008/2008, and continue to be owned (directly
or through majority ownership) by EU member states and/or EU nationals and (ii) the air carrier must at all times be
effectively controlled by such EU member states or EU nationals. 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. Key
Information—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 Applied
a Ban on the Purchase of Ordinary Shares by Non-EU Nationals since 2002” above.

Ryanair’s current operating license (No 05/16) was issued by the CAR on September 20, 2016 and is subject to

periodic review.

Irish Aviation Authority. The IAA is primarily responsible for regulating the safety, security and technical aspects
of aviation in Ireland. The IAA has broad regulatory and enforcement powers, including the authority to require reports
and investigate and institute enforcement proceedings.

To operate in the EU, an Irish air carrier is required to hold an AOC 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 AOC, with Ryanair’s ability to continue to hold its AOC being subject to ongoing
compliance with current and future applicable statutes, rules and regulations pertaining to the airline industry. Ryanair
DAC’s current AOC (No IE 07/94) was issued by the IAA on October 21, 2020.

Each aircraft operated by Ryanair DAC is required to have a Certificate of Airworthiness issued by the IAA. The
validity of each Certificate of Airworthiness, and the Company’s Flight Operations Department, flight personnel, flight
and emergency procedures, aircraft, and maintenance facilities are each subject to periodic review and inspections by
the IAA.

Department of Transport, Tourism and Sport. The DTTAS is responsible for implementation of certain EU and

Irish legislation and international standards relating to air transport.

Malta

Maltese Civil Aviation Directorate. The Maltese CAD is Malta's aviation regulator, assisting the Maltese Director
General for Civil Aviation in fostering the development of civil aviation in Malta within a safety oversight system. The
Maltese CAD is responsible for: the safety of aircraft, aircraft and aerodrome operators, air navigation service providers,
licensing of aeronautical personnel and the conclusion of international air services agreements. To operate in the EU, a
Maltese air carrier is required to hold an AOC granted by the Maltese CAD attesting to the air carrier’s operational and
technical competence to conduct airline services with specified types of aircraft. The Maltese CAD has authority to
amend or revoke the AOC, with Lauda Europe’s and Malta Air’s ability to continue to hold its AOC being subject to ongoing
compliance with applicable statutes. Lauda Europe’s and Malta Air’s flight operations, aircraft, maintenance facilities
and air crew are subject to ongoing review and inspections by the Maltese CAD.

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The Company’s subsidiary, Malta Air, obtained an AOC (No MT-57) and operating license (No (CAD/MT-57) from

the Maltese CAD on June 12, 2019.

The Company’s subsidiary, Lauda Europe, obtained an AOC (No MT-62) and operating license (No (CAD/MT-62)

from the Maltese CAD on September 4, 2020.

Transport Malta. Transport Malta is a government body overseeing transport in Malta, including the work of the
Maltese CAD. It is responsible for implementation of certain EU and Maltese legislation and international standards
relating to air transport.

Poland

Polish Civil Aviation Authority. The Polish CAA is a government body and the civil aviation supervisory authority
in Poland. Apart from certification and licensing of airlines, the Polish CAA performs operational and regulatory functions
in all matters relating to qualifications of personnel, safety, security, as well as maintaining registers of aircraft,
personnel and training entities, amongst others.

The Company’s subsidiary Ryanair Sun S.A., operating as Buzz, obtained an AOC (No PL-066) and operating

license (No ULC-LER-1/4000-0156/06/17) from the Polish CAA in April 2018.

U.K.

U.K. Civil Aviation Authority. The U.K. CAA is primarily responsible for: ensuring safety standards, consumer
protection, efficient use of airspace and security risks. To operate in the EU, a U.K. air carrier is required to hold an AOC
granted by the U.K. CAA attesting to the air carrier’s operational and technical competence to conduct airline services
with specified types of aircraft. The U.K. CAA has an authority to amend or revoke the AOC, with Ryanair U.K.’s ability to
continue to hold its AOC being subject to ongoing compliance with applicable statutes. Ryanair U.K.’s flight operations,
aircraft, maintenance facilities and air crew are subject to ongoing review and inspections by the U.K. CAA.

The Company’s subsidiary, Ryanair U.K., obtained an AOC (No GB 2451) and an operating license (No GB 2451)

from the U.K. CAA on December 20, 2018.

U.K. Department for Transport. The U.K. DfT is responsible for implementation of certain EU and U.K. legislation

and international standards relating to air transport.

European Union

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. 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 European Organization for the Safety of Air Navigation. Eurocontrol is an autonomous international
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 charges for air navigation services throughout Europe.

International agreements concerning Eurocontrol provide 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. The Company’s airline subsidiaries,

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as aircraft operators, are primarily responsible for the payment to Eurocontrol of charges incurred in relation to their
aircraft. The legislation also 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 the EU body with primary responsibility for the preparation
of legislative proposals (for adoption by the European Parliament and the Council of the EU) and for the monitoring of
the implementation of EU legislation by member states of the EU. The European Commission is also responsible for the
enforcement of EU competition law and certain other laws.

The European Commission has published guidelines on the financing of airports and start-up aid to airlines by
regional airports that 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 has adopted several legislative acts aimed at modernizing the EU’s air traffic control
system, including the legislative package known as the “single European sky”, and its subsequent amendments “SES2”
and “SES2+” For example, EU Regulation 1070/09 (under “SES2”) focused on air traffic control performance and
extended the authority of EASA to include airports and air traffic management. The objective of the EU’s policy in this
area is to enhance safety standards and the overall efficiency of air traffic control in Europe, as well as to reduce the
cost of air traffic control services.

The European Union has 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 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 has passed legislation calling for increased transparency in airline fares, which requires the
inclusion of all mandatory taxes, fees, and charges in advertised prices. Ryanair includes this information in its
advertised fares in all markets where it operates. Some consumer law enforcement authorities argue that certain
optional price components should be included in advertised prices and/or that certain optional services should be
considered mandatory, which could limit the Company’s commercial freedom.

The European Union has also passed legislation governing the allocation and use of airport slots, a directive
governing access to the ground handling market at EU airports, a directive on the terms of airlines’ participation in the
EU Emissions Trading Scheme, regulations on passenger rights and the rights of passengers with reduced mobility, and
several other legislative acts affecting air transport, including matters of aviation security, noise and social security.

Registration of Aircraft

Pursuant to the Irish Aviation Authority (Nationality and Registration of Aircraft) Order 2015 (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, nine of the
ten 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

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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 canceled 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.

The Company’s aircraft operated by Malta Air and Lauda Europe are registered in Malta, the aircraft operated by
Buzz are registered in Poland and the aircraft operated by Ryanair U.K. are registered in the U.K. In each of these
countries similar regulations apply to the registration of aircraft as those described above in relation to aircraft operated
by Ryanair DAC, which are 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, as
well as in the U.K. and other non-EU countries where the Company operates. Ryanair is subject to the application of the
general rules of competition law as well as specific rules on competition in the airline sector.

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

Competition law in Ireland is primarily embodied in the Competition Acts 2002 to 2017. This legislation 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 and Consumer Protection Commission) 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 Competition
and Consumer Protection Commission in relation to service between Dublin and Cork. The Competition and Consumer
Protection Commission (then known as 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 and 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 European Commission 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.

Under the terms of the EU—U.K. TCA, the U.K. has committed to develop a new State aid regime in order to

prevent distortions of competition between the U.K. and the EU.

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See “Item 3. Key Information⎯Risk Factors⎯Risks Related to the Company—The Company is subject to legal
Information⎯Other Financial

proceedings alleging state aid at certain airports” and “Item 8. Financial
Information⎯Legal Proceedings.”

Data Protection

Ryanair’s processing of personal data is subject to increasingly complex data protection laws including the EU’s
GDPR as well as relevant national implementing legislation (Irish Data Protection Act 2018). The GDPR is directly
applicable across the member states of the European Union and an equivalent data protection regime operates in the
U.K. from January 1, 2021. The GDPR imposes strict obligations on companies which process personal data, including
requirements to implement appropriate security measures to ensure that processing, storing and transferring of
personal data is done in accordance with the key data protection principles contained in the GDPR. There is an obligation
to report data breaches which are likely to result in a risk to the rights and freedoms of natural persons (and in some
instances an obligation to inform the data subjects) within stipulated timeframes. The GDPR also provides data subjects
with enhanced rights in respect of their personal data. It introduces new data subject rights, such as the “right to be
forgotten” (to be erased from the databases of organizations holding their personal data, including erased from third
party providers’ databases, provided there are no legitimate grounds for retaining the personal data) and the right to
“data portability” (the right to receive the personal data concerning the data subject in a structured and commonly used
and machine-readable format and to transmit that data to a nominated third party).

A breach of the GDPR may result in the imposition of fines by supervisory authorities up to €20m or 4% of annual
group-wide turnover (whichever is higher). Supervisory authorities also have the power to audit businesses and require
measures be taken by businesses to rectify any non-compliance (which can include orders to suspend data processing
activities). Additionally, data subjects are entitled to seek compensation for any damage (including non-material
damage) suffered in the event that the processing of their personal data is in breach of the GDPR’s requirements. See
“Item 3. Key Information—Risk Factors—Risks Related to the Company—Ryanair is subject to increasingly complex data
protection laws and regulations”

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. All of Ryanair’s aircraft currently comply with these regulations. Certain airports in Ryanair’s network
(including London Stansted, London Gatwick, Rome Ciampino, Dublin and Amsterdam) 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 Acts 2000 to 2016 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), Bergamo, Wroclaw, Kaunas, Seville, Madrid and Vienna. However, at all times
Ryanair’s storage and handling of these substances complies with the relevant regulatory requirements. At 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. Ryanair adheres to all local and EU regulations as applicable at its facilities.

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Ryanair’s Policy on Noise and Emissions. Ryanair is committed to reducing emissions and noise through
investments in new, efficient 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. Additionally, in December 2020, CDP
awarded Ryanair a (first time) “B” rating, with an “A” rating for environmental corporate governance.

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” (“NG”) aircraft, and Ryanair now
operates a fleet of mainly Boeing 737-800NG aircraft with an average age of 9 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 a younger Boeing 737-800NG fleet, Ryanair reduced the unit emissions per
passenger due to the inherent capacity increase in the Boeing 737-800NG aircraft. The Boeing 737-800NG aircraft have
a significantly superior fuel-burn to passenger-kilometer ratio than Ryanair’s former fleet of Boeing 737-200A aircraft.
Ryanair has installed winglets on all of its Boeing 737-800NG aircraft. Winglets reduce both the rate of fuel burn and
carbon dioxide emissions by approximately 4%, and also reduce noise emissions

In September 2014, Ryanair entered into an agreement with Boeing to purchase up to 200 Boeing 737-8200
“Gamechanger” aircraft (including 100 firm orders and 100 aircraft subject to option). The contract was approved by the
shareholders of the Company at an extraordinary general meeting (“EGM”) on November 28, 2014. In June 2017, the
Group agreed to purchase an additional 10 Boeing 737-8200 aircraft. In April 2018, the Company announced that it had
converted 25 Boeing 737-8200 options into firm orders. In December 2020, the Company announced that it had
converted the remaining 75 options to firm orders. This brings the Company’s firm order to 210 Boeing 737-8200s with
a total contract value of approximately US$9.6bn at standard list price of approximately US$103m per aircraft (net of
basic credits and reflective of price escalation over the originally scheduled delivery timeframe). These aircraft have 197
seats and are fitted with CFM-LEAP-1B engines which, combined with the Advanced Technology winglet and other
aerodynamic improvements, should reduce fuel consumption by up to approximately 16% on a per seat basis compared
to the Boeing 737-800NGs in Ryanair’s configuration and reduce operational noise emissions by approximately 40%.
See “—Aircraft” above for details on Ryanair’s fleet plan.

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 which will increase by 4% to 197 on the Boeing 737-8200
aircraft, the first of which delivered in June 2021, 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. The Lauda Europe A320 fleet has a high density
of 180 seats;

• has reduced per passenger/Km emissions through high load factors (95% in fiscal year 2020, pre Covid-19);
• 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 mainly 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 minimal scheduled late-night departures of aircraft, reducing the impact of noise emissions.

Since 2020, the French legislature has been considering a proposal to ban certain short-haul flights, specifically
where a suitable train alternative exists. If passed, the legislation is expected to come into force in 2022 and could

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encourage other states to consider similar restrictions. Ryanair does not believe that any such measures can in fact
make a significant contribution to reducing aviation’s environmental impact given that over half of all emissions from
European aviation come from long-haul flights (which account for just a few percent of total European flights) and has
argued that policy-makers should instead focus on measures that discourage connecting flights, the most
environmentally inefficient form of air travel. A widespread introduction of bans on short haul flights could have a
negative impact on the Company’s results and operations.

Emissions Trading. On November 19, 2008, the European Union adopted legislation to add aviation to the EU
Emissions Trading Scheme as of 2012. This scheme, which had previously 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 as it does
not sufficiently promote environmentally efficient growth.

Ryanair takes its environmental responsibilities seriously and intends to continue to improve its environmental
efficiency and to minimize emissions. Under Regulation 7 of The U.K. Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013, Ryanair is obliged to state its annual quantity of emissions in tons 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 2020, the Ryanair Group emitted 5.0m tCO2 (Calendar 2019:
13.08m), which equates to 0.25 tCO2 (Calendar 2019: 0.086) per passenger. This increase in tCO2 per passenger in 2020
was primarily due to significantly lower load factors (71% in fiscal year 2021, compared to 95% pre Covid-19) arising
from European government lockdowns and travel restrictions throughout the Covid-19 crisis.

Aviation Taxes / Minimum Prices Proposals. Ryanair is fundamentally opposed to the introduction of additional
aviation taxes, including new environmental taxes, fuel taxes or emissions levies. Ryanair has offered, and continues to
offer, among the lowest fares in Europe, to make passenger air travel affordable and accessible to European consumers.
Ryanair paid approximately €630m in various environmental taxes in fiscal year 2020 up from approximately €540m in
fiscal year 2019. 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.

As a company, Ryanair believes in free market competition and that the imposition of aviation taxation would
distort competition by favoring the less efficient flag carriers which generally have smaller and older aircraft, lower load
factors, which offer connecting flights and operate primarily into congested airports, and which, as a result, have a much
higher fuel burn per passenger. 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. Ryanair believes that the
introduction of such a tax would also be incompatible with international law.

In 2020 some national politicians in Austria and Italy called for the introduction of minimum prices on airline
tickets and/or for a ban on prices lower than the sum of applicable government taxes and airport charges. While
management believes that any such restriction of airlines’ commercial freedom would be incompatible with EU law, it
cannot be guaranteed that some form of government intervention in airline ticket prices will not be introduced at a
national or European level. This would severely impact the Company’s ability to attract the most price sensitive
consumers.

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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 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, many of Ryanair Group’s airports have no “slot” allocation restrictions; however, traffic at a substantial
number of the airports the Ryanair Group airlines serve, 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. EU
law regulates the acquisition, transfer and loss of slots. The European Union adopted a regulation in April 2004
(Regulation (EC) No. 793/2004) that made some minor amendments to the then existing allocation system. 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. In March 2020, the European Union
suspended the “80/20 use it or lose it” rule for the IATA summer season 2020 due to the Covid-19 crisis. The “80/20”
rule provides that an airline is entitled to the same slot in the next equivalent scheduling period if it has used the allocated
slot 80% of the time. Due to the Covid-19 crisis, airlines were unlikely to be able to demonstrate 80% use in the IATA
summer season 2020. The suspension of the “80/20” rule was subsequently extended to the IATA winter season
2020/21, for the same reason. For the summer season 2021, the European Union adopted an amendment to the “80/20”
rule, that allowed airlines not to use 50% of their airport slots whilst maintaining historic rights to these slots, and that
imposed a reduced “50/50” usage requirement on the remaining slots. This amendment to the standard “80/20” rule
may be extended in some form in the IATA winter season 2021/22, and possibly also in future scheduling seasons until
traffic recovers to pre-Covid levels. There is no assurance that the Ryanair Group 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

The Company transitioned to local contracts of employment in a number of EU countries over the past two

years, where this transition has occurred the Company is subject to local laws and regulations, examples below.

Health and occupational safety issues relating to Ryanair employees employed under Irish law are addressed in
Ireland by the Safety, Health and Welfare at Work Act, 2005 (as amended) 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

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(the “Authority”), which is the regulating body in this area. The Authority periodically reviews Ryanair DAC’s health and
safety record and when appropriate, issues improvement notices or prohibition notices. Ryanair DAC has responded to
all such notices to the satisfaction of the Authority.

For Malta Air and Lauda Europe, health and occupational safety issues are addressed in the Maltese
Occupational Health and Safety Authority Act XXVII of 2000. Compliance is monitored by the Occupational Health and
Safety Authority (“OHSA”), which enforces the law in workplaces. OHSA advises the Minister responsible for
occupational health and safety regarding the making of regulations to promote, maintain and protect a high level of
occupational health and safety, as well as takes enforcement action. OHSA can also carry out investigations on any
matter concerning occupational health and safety.

The Polish Labor Code (Journal of Laws of 2019, item 1040, with amendments) covers health and occupational
safety issues. Under Article 18 of the Labor Code, compliance with provisions on health and occupational safety is
monitored by the National Labor Inspectorate (“Państwowa Inspekcja Pracy”) and the National Sanitary Inspectorate
(“Państwowa Inspekcja Sanitarna”).

Occupational health and safety issues relating to Ryanair U.K. are governed by various legislation, the primary
statute in England being the Health and Safety at Work etc. Act 1974 (the “Health and Safety at Work Act”). The Health
and Safety Executive (“HSE”), monitors compliance with the Health and Safety at Work Act and related legislation.

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 Ryanair became the first European airline to
replicate the low-fares, 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, 2021, the Ryanair Group launched service on more than 2,500 routes throughout
Europe and also increased the frequency of service on a number of its principal routes. During that period, Ryanair
established 86 airports as bases of operations. During fiscal years 2019 and 2020 the Company established a low-cost

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airline group adding startup airlines in Poland (Buzz) and the U.K. (Ryanair U.K.) along with the acquisition of Lauda and
Malta Air (both now based in Malta) to Ryanair DAC in Ireland. 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 5m in fiscal year 1999 to approximately 149m in fiscal year 2020 (pre Covid-19), although this dropped
to 27.5m in fiscal year 2021 as a result of travel restrictions and European government lockdowns due to the Covid-19
crisis. As of June 30, 2021, Ryanair had a principal fleet of 422 Boeing 737 (including 3 Boeing 737-8200
“Gamechangers”) aircraft, and 29 Airbus A320 aircraft and serves over 200 airports.

Ryanair expects to have approximately 600 narrow-body aircraft in its operating fleet following the delivery of
all of the Boeing 737-8200 currently on order over the next five years. This is subject to lease hand-backs and disposals
over the period 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 the Company has substantially increased capacity
and demand has been sufficient to match the increased capacity. Ryanair’s annual booked passenger volume has grown
from approximately 1m passengers in the calendar year 1991 to approximately 152m passengers in the calendar year
2019 before the Covid-19 pandemic resulted in a severe decline in European traffic.

Total revenues decreased from €8,495m in fiscal year 2020 to €1,636m in fiscal year 2021 due to an 81%
decrease in traffic to approximately 27.5m, offset by a 1% increase in average fare and a 3% increase in ancillary spend
per passenger.

Reduced passenger volumes arising from European Governments’ imposed travel restrictions/lockdowns due
to the Covid-19 pandemic resulted in operating losses. Ryanair’s total break-even load factor was 83% in fiscal year 2020
and 108% in fiscal year 2021. Ryanair recorded operating profits of €1,127m in fiscal year 2020 and an operating loss of
€839m in fiscal year 2021. The Company recorded a profit after taxation of €649m in fiscal year 2020 and a loss after
tax of €1,015m in fiscal year 2021. The decrease was primarily attributable to a decline in traffic as European
Governments imposed travel restrictions/lockdowns due to the Covid-19 pandemic. Due to the grounding of over 99%
of its fleet in the first quarter of fiscal year 2021 as a result of EU governments’ reaction to the spread of Covid-19 and
the gradual ramp up of flight operations following the relaxation of lockdowns and travel restrictions, the Group expects
traffic to increase significantly in fiscal year 2022. See “Item 3. Key Information—Risk Factors—Risks Related to the
Company— Ryanair Has Seasonally Grounded Aircraft.”

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, flight disruptions and other
global economic impacts caused by the Covid-19 pandemic, 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; the ability of the Company to generate profits for new acquisitions;
terrorist threats or attacks (including cyber-attacks) within the EU; seasonal variations in travel; developments in
government regulations, litigation and labor relations; foreign currency fluctuations, potential break-up of the Eurozone;
Brexit; the availability of aircraft; competition and the public’s perception regarding the safety of low-fares airlines;
changes in aircraft acquisition, leasing, and other operating costs; flight interruptions caused by extreme weather events
or other atmospheric disruptions; aircraft safety concerns; flight disruptions caused by periodic and prolonged ATC

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strikes in Europe; the rates of income and corporate taxes paid, and the financial impact of the Covid-19 crisis on
European economies. 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, production restrictions imposed by fuel oil producers and the
imposition of sustainable aviation fuel (SAF) mandates by the EU. Maintenance expenses may also increase as a result
of Ryanair’s fleet expansion and replacement program and the two-year delay in the delivery of the new Boeing 737-8200
aircraft. In addition, the financing of new Boeing 737-8200 aircraft 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. See “Item 3. Key Information—Risk Factors—Risks Related to the Company—The Covid-19 pandemic
and measures to reduce its spread have had, and will likely continue to have, a material adverse impact on the Company’s
business, results of operations, financial condition and liquidity” and “—Risks related to the Airline Industry— The
Company is substantially dependent on discretionary air travel.”

RECENT OPERATING RESULTS

The Company’s net loss for the quarter ended June 30, 2021 (the first quarter of the Company’s fiscal year 2022)
was €273m as compared to a net loss of €185m for the corresponding period of the previous year. The Company
recorded an increase in operating loss, from an operating loss of €188m in the first quarter of fiscal year 2021 to an
operating loss of €305m in the recently completed quarter. Total operating revenues increased from €125m in the first
quarter of fiscal year 2021 to €371m in the first quarter of fiscal year 2022. Operating expenses increased from €313m
in the first quarter of fiscal year 2021 to €675m in the first quarter of fiscal year 2022, driven primarily by variable costs
as traffic increased from 0.5m to 8.1m passengers. The Company’s cash and cash equivalents, restricted cash and
financial assets with terms of less than three months amounted to €4,056m at June 30, 2021 as compared with €3,936m
at June 30, 2020.

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 require management’s most difficult,
subjective and complex judgments, are those which are described in this section. This 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 this policy, 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, 2021, Ryanair had €8.36bn of property, plant and equipment long-lived assets, of which €8.19bn
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, the cost of major airframe and engine overhaul and the potential for
impairment based on the fair value of the assets and the cash flows they generate.

129

In estimating the lives and expected residual values of its aircraft and the cost of major airframe and engine
overhaul, Ryanair has primarily relied on its own and industry experience, recommendations from the Boeing Company
(“Boeing”), the manufacturer of all of the Company’s owned 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
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.
Despite the losses and cash outflows incurred in the current year as a result of the impact of covid-19, Ryanair is
forecasting a return to profitability and positive cash flows in 2022 and subsequent years. 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.

Derivative financial instruments

Ryanair uses various derivative financial instruments to manage its exposure to market risks, including the risks
relating to fluctuations in commodity prices and currency exchange rates. Ryanair uses forward contracts for the
purchase of its jet fuel (jet kerosene) requirements to reduce its exposure to commodity price risk. It also uses foreign
currency forward contracts to reduce its exposure to risks related to foreign currencies, principally the U.S. dollar
exposure associated with the purchase of new Boeing 737-8200 aircraft and the U.S. dollar exposure associated with
the purchase of jet fuel.

Ryanair recognizes all derivative instruments as either assets or liabilities in its consolidated balance sheet and
measures them at fair value. At March 31, 2021, a liability of €46m (2020: net liability €1,228m) was recognized on
balance sheet in respect of the Company’s jet fuel and carbon commodity derivative instruments and an asset of €171m
(2020: net asset €486m) was recognized in respect of its foreign currency derivative instruments associated with future
aircraft purchases.

Jet fuel and foreign currency forward contracts are designated as a hedge of the variability in cash flows of
highly probable forecasted transactions, whereby the effective part of any gain or loss on the derivative financial
instrument is recognized in other comprehensive income (included in “other reserves” on the balance sheet).

In determining the hedge effectiveness of derivative instruments used to hedge Ryanair’s fuel requirements,
there is significant judgement involved in assessing whether the volumes of jet fuel hedged are still expected to be highly
probable forecast transactions. Specifically, significant judgement is required in respect of the assumptions related to
the timing of the removal of flight restrictions imposed by European governments relating to the Covid-19 pandemic, the
expected recovery of passenger demand and the subsequent flight schedules. All of these assumptions impact upon
forecast fuel consumption, and minor changes to these assumptions, in particular for those forecast transactions that
are still probable to occur, could have a significant effect on the assessment of hedge effectiveness.

130

In Quarter 2 of fiscal year 2022, the Group expects to operate approximately 83% of its pre Covid-19 schedules,

with further growth into the winter.

In respect of foreign currency hedge effectiveness for future aircraft purchases, there is a high degree of
judgement involved in assessing whether the future aircraft payments are still considered highly probable of occurring,
and the timing of these future payments for aircraft. The timing of future payments for aircraft is dependent on the
aircraft manufacturer’s ability to meet forecast aircraft delivery schedules. At June 30, 2021, three Boeing 737-8200
aircraft had delivered, with a further nine due to deliver during summer 2021.

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:

Fiscal Year ended March 31,
2020

2019

2021

Total revenues

Scheduled revenues
Ancillary revenues

Total operating expenses

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

Operating (loss)/profit
Net finance expense
(Loss)/profit before tax

Tax credit/(expense) on (loss)/profit

(Loss)/profit after taxation

100%
63
37
151
33
18
29
11
35
12
13
—
(51)
(17)
(68)
6
(62)

100%
66
34
87
33
13
13
9
9
7
3
—
13
(5)
8
—
8

100%
68
32
87
32
14
13
10
8
7
2
1
13
(1)
12
(1)
11

FISCAL YEAR 2021 COMPARED WITH FISCAL YEAR 2020

(Loss)/profit after taxation. Ryanair recorded a loss after taxation of €1,015m in fiscal year 2021, as compared
with a profit after taxation of €649m in fiscal year 2020. This decrease was primarily attributable to an 81% decline in
traffic as European Governments imposed travel restrictions/lockdowns due to the Covid-19 pandemic.

Scheduled revenues. Ryanair's scheduled passenger revenues decreased by 81%, from €5,566m in fiscal year
2020 to €1,036m in fiscal year 2021, primarily reflecting an 81% decline in traffic to 27.5m passengers as European
Governments imposed travel restrictions/lockdowns due to the Covid-19 pandemic. This grounded approx. 99% of the
Group’s fleet for almost 4 months (from mid-March to late June). The Group operated approximately 26% of its normal
twelve months schedule with a 71% load factor.

Scheduled passenger revenues accounted for 66% of Ryanair's total revenues in fiscal year 2020 and 63% in

fiscal year 2021.

Ancillary revenues. Ryanair's ancillary revenues, which comprise revenues from non-flight scheduled operations,
in-flight sales and internet-related services, decreased by 80%, from €2,929m in fiscal year 2020 to €600m in fiscal year

131

2021. The overall decrease in ancillary revenues was due to an 81% decline in traffic to 27.5m passengers offset
somewhat by a solid performance in priority boarding and reserved seating.

Operating expenses. As a percentage of total revenues, Ryanair's operating expenses were at 87% in fiscal year
2020 compared to 151% in fiscal year 2021. In absolute terms, total operating expenses decreased by 66%, from
€7,367m in fiscal year 2020 to €2,475m in fiscal year 2021, principally as a result of reduction in sectors flown, arising
from Covid-19 fleet groundings and cost control initiatives implemented throughout fiscal year 2021. Fuel remained flat
as a percentage of total revenues. Airport and handling charges, staff costs, route charges, depreciation, marketing,
distribution and other and maintenance, materials and repairs increased as a percentage of total revenues due to lower
load factors and reduced flights.

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 fiscal years 2021 and 2020 under IFRS. This data is 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
Staff costs
Route charges
Depreciation
Marketing, distribution and other
Maintenance, materials and repairs
Aircraft rentals
Total operating expenses

At March 31,

2021
€
19.72
10.44
17.16
6.81
20.75
7.32
7.51
0.24
89.95

2020
€
18.59
7.67
7.45
4.95
5.04
3.9
1.73
0.26
49.59

% Change

(6)
(36)
(130)
(38)
(312)
(88)
(334)
8
(81)

Fuel and oil. Ryanair's fuel and oil costs per passenger increased by 6%, while in absolute terms, these costs
decreased by 80% from €2,762m in fiscal year 2020 to €543m in fiscal year 2021, in each case after giving effect to the
Group’s fuel hedging activities. The 80% decrease reflected a 75% reduction in sectors flown, arising from Covid-19 fleet
groundings. 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 by 16% from €2.06 per U.S. gallon in fiscal year 2020 to €1.74 per
U.S. gallon in fiscal year 2021, in each case excluding the ineffectiveness charge on jet fuel hedges which is included in
finance expense in the consolidated income statement.

Airport and handling charges. Ryanair's airport and handling charges per passenger increased by 36% in fiscal
year 2021 compared to fiscal year 2020. In absolute terms, airport and handling charges decreased by 75%, from
€1,140m in fiscal year 2020 to €287m in fiscal year 2021, broadly reflecting a decline in traffic allied to reduced charges.

Staff costs. Ryanair's staff costs, which consist primarily of salaries, wages and benefits, increased by 130% on
a per passenger basis, while in absolute terms, these costs decreased by 57%, from €1,107 million in fiscal year 2020 to
€472m in fiscal year 2021. The decrease in absolute terms was primarily attributable to reduced flight hours, Group wide
pay cuts and participation in European Government payroll support schemes.

132

Route charges. Ryanair's route charges per passenger increased by 38%. In absolute terms, route charges
decreased by 75%, from €736m in fiscal year 2020 to €187m in fiscal year 2021, primarily as a result of lower sectors
arising from Covid-19 travel restrictions.

Depreciation. Ryanair's depreciation per passenger increased by 312%, while in absolute terms these costs
decreased by 24% from €749m in fiscal year 2020 to €571m in fiscal year 2021. The decrease was primarily attributable
to lower amortization as a result of reduced aircraft utilization, and aircraft sales.

Marketing, distribution and other expenses. Ryanair's marketing, distribution and other operating expenses,
including those applicable to the generation of ancillary revenues, increased by 88% on a per passenger basis in fiscal
year 2021, while in absolute terms, these costs decreased by 65%, from €579m in fiscal year 2020 to €202m in fiscal
year 2021, with the overall decrease reflecting lower discretionary spending across the Group airlines and fewer flights
qualifying for EU 261 compensation due to improved (96%) on-time performance.

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 by
334% on a per passenger basis, while in absolute terms these expenses decreased by 19% from €256m in fiscal year
2020 to €207m in fiscal year 2021. The decrease in absolute terms during the fiscal year was due to reduced aircraft
utilization, offset by lease hand back charges.

Aircraft rentals. These expenses decreased by 6% on a per passenger basis, while in absolute terms these
expenses decreased by 82% from €38m reported in fiscal year 2020 to €7m in fiscal year 2021, reflecting 11 fewer
leased B737 aircraft in the fleet.

Operating (loss)/profit. As a result of the factors outlined above, an operating loss per passenger was recorded

in fiscal year 2021, compared to an operating profit per passenger in fiscal year 2020.

Finance expense. Ryanair's interest and similar charges decreased by €183m, from €480m in fiscal year 2020
to €297m in fiscal year 2021 primarily due to a hedge ineffectiveness charge of €192m (net of tax) in relation to jet fuel
hedges (2020: €353m charge) and an €8m charge (net of tax) in relation to ineffective currency cashflow hedges arising
from delayed aircraft capital expenditure (2020: €39m gain). This was offset by an increase in gross debt by €1,216m
to €5,427m due to €850m Eurobond issuance in September 2020 and the drawdown of £600m unsecured debt under
the HMT and Bank of England CCFF, offset by secured debt and lease liability payments.

Finance income. Ryanair’s interest income decreased by €5m from €21m in fiscal year 2020 to €16m in fiscal

year 2021, primarily due to lower cash deposits and negative deposit interest rates.

Foreign exchange gains/losses. Ryanair recorded foreign exchange gains of €12m in fiscal year 2021, and
foreign exchange gains of €2m in fiscal year 2020, primarily due to the impact of euro exchange rates against U.S. dollar
and U.K. pound sterling.

Taxation. The effective tax rate for fiscal year 2021 was 8.4%, as compared to an effective tax rate of 3.2% in

fiscal year 2020, reflecting increased deferred tax credits incurred primarily relating to operating losses.

FISCAL YEAR 2020 COMPARED WITH FISCAL YEAR 2019

A discussion of fiscal year 2020 compared with fiscal year 2019 is included in Ryanair’s 2020 Annual Report

and Form 20-F.

133

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.

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 general corporate purposes. 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
gross cash resources at March 31, 2021 and 2020 of €3,150m and €3,808m, respectively. The €658m reduction in gross
cash resources year on year primarily reflects outflows arising from operating losses incurred in fiscal year 2021 coupled
with reduced forward booking levels, offset by a reduction in capital expenditure, the receipt of supplier reimbursements,
proceeds from share issues and an increase in long-term borrowings.

The Company’s net cash outflow from operating activities in fiscal year 2021 amounted to €2,448m (fiscal year
2020 net cash inflow of €1,327m). The €3,775m decrease in net cash flows from operating activities year on year
primarily reflects the Covid-19 pandemic related material deterioration in operating performance year on year together
with reduced forward booking levels.

During fiscal year 2021, Ryanair’s primary cash requirements have been for operating expenses, refunds in
respect of cancelled services, payments due on unutilized fuel hedges and payments on indebtedness. Proceeds from
new long-term borrowings and net proceeds from shares issued were the primary source of funding cash requirements
in fiscal year 2021. In fiscal year 2020, Ryanair’s primary cash requirements were for operating expenses, aircraft and
aircraft related capital expenditure, payments on related indebtedness, payments of corporation tax and €581m of share
buybacks. Cash generated from operations were the primary source for cash requirements in fiscal year 2020.

The Company’s net cash inflows from operating activities (inclusive of net foreign exchange differences) in
fiscal years 2020 and 2019 amounted to €1,327m and €1,759m, respectively. The €432m decrease in net cash flows
from operating activities before net foreign exchange differences for fiscal year 2020 compared to fiscal year 2019 was
principally due to reductions in accrued expenses and profit after tax.

The Company’s net cash provided by investing activities in fiscal year 2021 totaled €937m, primarily reflecting
a reduction in financial assets and the receipt of supplier reimbursements, offset by 295m capital expenditure in relation
to property, plant and equipment.

The Company’s net cash used in investing activities in fiscal year 2020 totaled €301m, reflecting capital

expenditure of €579m, offset by a decrease in financial assets of €278m.

134

Net cash provided by financing activities (inclusive of net foreign exchange differences) totaled €1,623m in
fiscal year 2021, largely reflecting proceeds from new borrowings and net proceeds from shares issued offset by
repayments of long-term borrowings and lease liabilities.

Net cash used in financing activities (inclusive of net foreign exchange differences) totaled €287m in fiscal year
2020, largely reflecting share buybacks of €581m and repayments of long-term borrowings of €408m offset by proceeds
from a new €750m syndicated bank facility.

Capital Expenditures. Capital Expenditures in fiscal years 2021 and 2020 were €295m and €579m respectively.
Prior to fiscal year 2014, Ryanair funded a significant portion of its acquisition of new Boeing 737 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, 2021, Ryanair had a fleet of 422
Boeing 737 aircraft, 66 of which were funded by Ex-Im Bank-guaranteed financing. At March 31, 2021, 3 Boeing 737s
were financed through lease arrangements, 183 Boeing 737s were financed from Ryanair’s own resources on an
unsecured basis and the remaining 171 Boeing 737s, have no outstanding remaining debt. 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 fiscal year 2022.

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

Company:

At March 31,

Fiscal Year End
Opening Fleet
Firm deliveries under 2014 Boeing Contract
Planned returns or disposals
A320 operating leases
Closing Fleet

2021 2022 2023 2024 2025 2026 Total
466
210
(54)
(26)
596

451
61
(13)
—
499

466
—
(18)
3
451

583
37
(3)
(17)
600

542
57
(10)
(6)
583

499
55
(10)
(2)
542

600
—
—
(4)
596

Capital Resources. Ryanair’s debt (including current maturities) totaled €4,211m at March 31, 2020 and €5,427m
at March 31, 2021, with the change being primarily attributable to addition of a 5-year (unsecured) €850m Eurobond and
£600m unsecured CCFF facility offset by repayments of long term borrowings and lease liabilities. Please see the table
“Obligations Due by Period” on page 138 for more information on Ryanair’s long-term debt (including current maturities)
and leases as of March 31, 2021. See also Note 13 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, 2021, 66 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 7
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

135

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.

At March 31, 2021, there were 29 leased A320 aircraft in the Lauda Europe fleet.

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 16% 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, this is currently managed as part of the Ryanair risk management strategy. The net result is
that Ryanair has effectively swapped or drawn down fixed-rate euro-denominated debt with remaining maturities of up
to 5 years in respect of approximately 84% of its outstanding aircraft debt financing at March 31, 2021 and approximately
16% of total debt was floating rate at that date.

Ryanair’s ability to obtain additional loans pursuant to each of the facilities to finance the price of future Boeing
737-8200 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 credit rating from Standard & Poor’s (“S&P”) and Fitch Ratings and following Ryanair’s issuance of €850m in
1.875% unsecured Eurobonds with a 7-year tenor in June 2014 (repaid in June 2021), issuance of €850m in 1.125%
unsecured Eurobonds with an 8-year tenor in March 2015, issuance of €750m in 1.125% unsecured Eurobonds with an
6.5-year tenor in February 2017, issuance of €850m in 2.875% unsecured Eurobonds with a 5-year tenor in September
2020 and €1,200m unsecured Eurobonds with a 5-year tenor at a coupon of 0.875% in May 2021 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 737s, Ryanair has entered into certain lease
agreements and related arrangements. Pursuant to these arrangements, legal title to 66 aircraft delivered and remaining
in the fleet as of March 31, 2021 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% U.S. Ex-Im Bank loan guarantees and
capital markets (with 85% loan to value) financing, 24% through sale and leaseback financing, and 10% through JOLCOs
and commercial debt. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Under the Aviation Sector Understanding which came into effect from January 1, 2013, the fees payable to Ex-
Im Bank for the provision of loan guarantees significantly increased, thereby making it more expensive than more

136

traditional forms of financing. As a result, Ryanair’s current intention is to finance the new aircraft obtained under the
2014 Boeing Contract 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, JOLCOs and sale and 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.

At March 31, 2021, Ryanair had 32 leased aircraft in the fleet including the 29 Lauda Airbus A320 leases. 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. All 32 leases
are U.S. dollar-denominated and require Ryanair Group airlines to make fixed rental payments and, following the adoption
of IFRS16 are shown as lease liabilities on the Group’s balance sheet (with related right of use assets also recognized).
5 of these leases are due to mature in the next 2 years (with 3 Boeing 737-800NG leases maturing before the end of
Quarter 1, fiscal year 2022). In addition to the above, the Company financed 30 of the Boeing 737 aircraft delivered
between March 2005 and March 2014 with 13-year euro-denominated JOLCOs. None of these JOLCO arrangements are
still outstanding as of March 31, 2021. These structures were originally accounted for as finance leases under IAS 17
and were initially recorded at fair value on the Group’s balance sheet. Under each of these contracts, Ryanair had a call
option to purchase the aircraft at a pre-determined price after a period of 10.5 years. Ryanair exercised this option for
10 of these aircraft in fiscal year 2021.

Since, under each of the Group’s leases, the Group 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
checks, 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 corporate ratings of BBB from both S&P and Fitch Ratings and a €5bn EMTN program.
Ryanair issued €850m in unsecured Eurobonds with a 7-year tenor at a coupon of 1.875% in June 2014 (repaid in June
2021), €850m in unsecured Eurobonds with an 8-year tenor at a coupon of 1.125% in March 2015, €750m in unsecured
Eurobonds with a 6.5-year tenor at a coupon of 1.125% in February 2017, €850m in unsecured Eurobonds with a 5-year
tenor at a coupon of 2.875% in September 2020, and €1,200m in unsecured Eurobonds with a 5-year tenor at a coupon
of 0.875% in May 2021 under this program. All of these issuances are guaranteed by Ryanair Holdings. The Company
used the proceeds from these issuances for general corporate purposes.

In May 2019, Ryanair DAC entered into a €750m general corporate purposes unsecured term loan facility, with
a syndicate of 10 banks. The facility is at a cost of 0.75% per annum and has a 5-year tenor. Additionally, in April 2020,
Ryanair raised £600m unsecured debt under the HMT and Bank of England CCFF at a 0.44% interest rate. This debt was
subsequently extended in March 2021 for a further 12 months at a 0.46% interest rate.

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, 2021. These
obligations primarily relate to Ryanair’s aircraft purchase and related financing obligations, which are described in more
detail above. For additional information on the Company’s contractual obligations and commercial commitments, see
Note 24 to the consolidated financial statements included in Item 18.

137

The amounts listed under “Purchase Obligations” in the table reflect future obligations for firm aircraft
purchases under the existing 2014 Boeing Contract and are calculated by multiplying the number of firm aircraft the
Company is obligated to purchase under its agreement with Boeing during the relevant period by the standard list price
of approximately US$102.5m for each aircraft (net of basic credits and reflective of price escalation over the original
scheduled delivery timeframe, and taking account of advance payments paid in prior fiscal years) pursuant to the
relevant contract, with the dollar-denominated obligations being converted into euro at an exchange rate of U.S. $1.1725
= €1.00 (based on the European Central Bank Rate on March 31, 2021). The Company is eligible for further customer
specific credits (reflective, inter alia, of its longstanding partnership with Boeing, its launch customer status for the
Boeing 737-8200 aircraft, its commitment to purchase 210 Boeing 737-8200 aircraft under the 2014 Boeing Contract
and the delayed commencement of aircraft deliveries), which will reduce the average amount payable per aircraft. Under
the terms of the 2014 Boeing Contract, the Company is required to make periodic advance payments of the purchase
price for aircraft it has agreed to purchase over the two-year period preceding the scheduled delivery of aircraft with the
balance of the purchase price being due at the time of delivery. Purchase obligations detailed below are based on an
estimated delivery schedule as of March 31, 2021.

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

operating lease arrangements at March 31, 2021.

Obligations Due by Period

Contractual Obligations

Debt (a)
Purchase Obligations (b)
Operating Lease Obligations
Future Interest Payments (c)
Total Contractual Obligations

Total
€M

Less than 1 year
€M

1-2 years
€M

2-5 years
€M

After 5 years

€M

5,244.0
7,752.0
189.0
237.0
13,422.0

1,726.0
1,801.0
56.3
72.0
3,655.3

998.0
5,063.0
54.6
51.0
6,166.6

2,520.0
888.0
78.1
115.0
3,601.1

—
—
—
—
—

(a) For additional information on Ryanair’s debt obligations, see Note 13 and Note 24 to the consolidated financial statements included in Item 18.
(b) This reflects the 210 firm aircraft ordered under the 2014 Boeing Contract assuming delivery of 61 aircraft in fiscal year 2022, 57 in fiscal year
2023 and 92 thereafter. For additional information on the Company’s purchase obligation, see Note 24 to the consolidated financial statements
included in Item 18.
In determining an appropriate methodology to estimate future interest payments, the Company has 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.

(c)

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 Market Challenges” above.

OFF-BALANCE SHEET TRANSACTIONS

The Company uses certain off-balance sheet arrangements in the ordinary course of business, including
financial guarantees. Details 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.

Guarantees. Ryanair Holdings has provided an aggregate of approximately €5,432m (as at March 31, 2021) in
letters of guarantee to secure obligations of certain of its subsidiaries in respect of loans, capital market transactions

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and bank advances, including those relating to aircraft financing and related hedging transactions. This amount
excludes guarantees given in relation to the 2014 Boeing Contract under which there was a total of 210 firm aircraft
under order as at March 31, 2021 amounting to approximately U.S. $9.6bn at the standard list price of US$102.5m (net
of basic credits and reflective of price escalation over the originally scheduled delivery timeframe).

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

INFLATION

the three fiscal years ended March 31, 2021.

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

DIRECTORS

of July 23, 2021:

Name
Stan McCarthy (b)(c)
Louise Phelan (b)(c)
Róisín Brennan (a)(d)
Michael Cawley (b)(d)
Emer Daly (a)
Howard Millar (b)(c)
Dick Milliken (a)
Mike O’Brien (e)
Michael O’Leary (b)
Julie O’Neill (d)

Age
63
54
56
67
58
60
70
77
60
66

Positions
Chairman & Director
Senior Independent Director
Director
Director
Director
Director
Director
Director
Director & Group CEO
Director

(a) Audit Committee.
(b) Executive Committee.
(c) Nomination Committee.

(d) Remuneration Committee.
(e) Safety & Security Committee.

Stan McCarthy was appointed as a Director of Ryanair in May 2017, Deputy Chairman in April 2019 and Chairman in
June 2020. Mr. McCarthy was Chief Executive of Kerry Group plc from January 2008 until September 2017. Mr. McCarthy
joined Kerry Group in 1976 and worked in a number of finance roles before being appointed as Vice President of Sales
and Marketing in the USA in 1991, as President of Kerry North America in 1996 and as a Director of Kerry Group in 1999.
Mr. McCarthy is an investor, advisor and Board member of a number of privately-owned companies in diverse industries.
An active philanthropist in both Ireland and the US, he donates to various organizations in health, education and poverty
reduction. He has dual Irish and U.S. citizenship.

Louise Phelan has served as a Director since December 2012 and was appointed Senior Independent Director (SID) in
June 2020. Ms. Phelan is currently Group CEO of the Phelan Energy Group. Prior to that, Ms. Phelan was Vice President
of PayPal, leading a global team in Continental Europe, Middle East and Africa, having previously spent 16 years with
General Electric in various leadership roles. She is an Irish citizen.

139

Róisín Brennan has served as a Director since May 2018. Ms. Brennan is a former Chief Executive of IBI Corporate
Finance Ltd where she had extensive experience advising public companies in Ireland. She is currently a Non-Executive
Director of Hibernia REIT plc, Musgrave Group plc, Glanbia plc and Dell Bank International DAC having previously been a
Non-Executive Director of DCC plc from 2005 until 2016. She is an Irish Citizen.

Michael Cawley has served as a Director since September 2014. Mr. Cawley previously worked with Ryanair for 17 years
as Ryanair’s Deputy CEO and Chief Operating Officer until he retired in March 2014. Mr. Cawley’s other Non-Executive
Directorships include Flutter Entertainment plc, Kingspan Group plc and Hostelworld Group plc. He is an Irish citizen.

Emer Daly has served as a Director of Ryanair since December 2017. Ms. Daly is currently Board Chairman at RSA
Insurance Ireland DAC and a Non-Executive Director of Chetwood Financial Limited and RGA International Reinsurance
Company DAC. Ms. Daly previously served as a Non-Executive Director of Permanent TSB Group plc and as a Director
of Payzone plc. Ms. Daly also held senior roles with PwC and AXA Insurance for over 20 years. She is an Irish citizen.

Howard Millar was appointed as a Director of Ryanair in August 2015. Mr. Millar had served as Ryanair’s Deputy CEO
and Chief Financial Officer from 2003 to December 2014 having previously been Director of Finance from 1993 and
Financial Controller in 1992. Mr. Millar currently serves as CEO of Sirius Aviation Capital Holdings Ltd. Mr. Millar is a
member of Irelandia Aviation’s advisory board and a Non-Executive Director of Viva Latinamerica the holding company
for the airlines Viva Colombia and Viva Peru. He is an Irish citizen.

R.A. (Dick) Milliken has served as a Director since July 2013 having previously been Chief Financial Officer of Almac
Group and former Chief Executive of Lamont plc. He is a former council member of the Institute of Chartered
Accountants in Ireland. Mr. Milliken is Chairman of Lotus Group and a Director of a number of private companies. He is
a British citizen.

Mike O’Brien was appointed as a Director of Ryanair in May 2016. Mr. O’Brien was Head of Flight Operations
Inspectorate with the Maltese Civil Aviation Authority until he retired in 2016, having previously spent 10 years as the
Head of Operating Standards with the Irish Aviation Authority until 2001. Mr. O’Brien served 4 years as the Chief Pilot
and Flight Operations Manager of Ryanair from 1987 to 1991. He is an Irish citizen.

Michael O’Leary has served as a Director of Ryanair since 1988 and as CEO since 1994. Mr. O’Leary was appointed
Group CEO in April 2019. He is an Irish citizen.

Julie O’Neill has served as a Director since December 2012. She was Secretary General of the Irish Department of
Transport from 2002 to 2009 and served in eight Government Departments over the course of 37 years in the Irish public
service. She is Chairperson of The Convention Centre Dublin, a Non-Executive Director of AXA Life Europe, XL Insurance
Company SE and Architas Multi-manager Europe Ltd. and a Senior Advisor at AMP Capital (U.K.) Ltd. She previously
chaired the Sustainable Energy Authority of Ireland and served as Senior Independent Director of Permanent TSB Group
plc. She is an Irish citizen.

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

(a)

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. Mr. Milliken, Ms. Brennan and Ms. Daly are the
members of the Audit Committee. In accordance with the recommendations of the Irish Combined Code of Corporate
Governance (the “Combined Code”), a independent Non-Executive Director, Mr. Milliken, is the chair of the Audit

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Committee. All members of the Audit Committee are independent for the purposes of the listing rules of the NASDAQ
and the U.S. federal securities laws.

(b)

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. Ms.
Phelan, Mr. McCarthy, Mr. Cawley, Mr. Millar and Mr. O’Leary are members of the Executive Committee.

(c)

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. Mr. McCarthy, Ms. Phelan and Mr.
Millar are the members of the Nomination Committee.

(d)

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 share based remuneration 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 Remuneration Committee determines the remuneration and bonuses of the Group
CEO, who is the only Executive Director. Ms. O’Neill, Ms. Brennan and Mr. Cawley are the members of the Remuneration
Committee.

(e)

Safety & Security Committee. The Board of Directors established the Safety and Security Committee in
March 1997 to review and discuss air safety and related issues. The Safety and Security Committee reports to the full
Board of Directors each quarter. The Safety and Security Committee is composed of Mr. O’Brien and Mr. Sorahan,
(Accountable Manager Ryanair DAC and Ryanair UK) who both act as co-chair. Other attendees include the Group Airline
Accountable Managers, nominated persons and the Chief Risk Officer, Ms. Carol Sharkey. A number of other managers
are invited to attend, as required, from time to time. Each airline has a separate Safety & Security Committee to comply
with their local regulators’ requirements.

Powers of, and Action by, the Board of Directors

The Board of Directors is empowered by the Articles of Association of Ryanair Holdings (the “Articles”) to carry
on the business of Ryanair Holdings, subject to the Articles, provisions of general law and the right of shareholders 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 fifteen
Directors, unless otherwise determined by the shareholders. There is no maximum age for a Director and no Director is
required to own any shares of Ryanair Holdings.

141

Directors are elected (or have their appointments confirmed) at the annual general meetings of shareholders.

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 1/3% 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 two 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 Euronext Dublin 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 and the Irish
Companies Act.

• 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 value of a transaction, as measured under any one or more of four class tests, exceeds a certain
percentage of the size of the listed company undertaking the transaction as measured for the purposes of
same tests.

• 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 Act. However, it has been Ryanair’s policy to solicit holders of ADSs, and will do so again, once
the restriction on non-EU shareholders voting rights because of Brexit has been removed. For additional
information, please see “Item 3 Key Information—Risk Factors—Risks Related to Ownership of the
Company’s Ordinary Shares or ADRs”. Details of Ryanair’s 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 Act, the Company’s Articles of
Association and the Irish Listing Rules.

• 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.

142

The Company also follows certain other practices under the U.K. 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 nine serving Non-Executive
Directors is “independent” under the standards set forth in the U.K. 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, 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) is or has been an employee of the relevant company or group within the last five years; (ii) has, or has had within the last
three years a direct or indirect material business relationship with such company; (iii) has received or receives 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 nine serving 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.
Cawley, Millar and O’Brien.

The Board considered Michael Cawley’s independence given that he served as Deputy CEO 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.

The Board considered Howard Millar’s independence given that he was Ryanair’s Deputy CEO up to December 31,
2014, and Chief Financial Officer up to September 30, 2014. The Board has considered Howard’s employment and has
concluded that Howard Millar is an independent Non-Executive Director within the spirit and meaning of the Code.

The Board considered Mike O’Brien’s independence given that he served as Chief Pilot and Flight Operations
Manager of Ryanair from 1987 to 1991. The Board has considered Mr. O’Brien’s employment and has concluded that he is
an independent Non-Executive Director within the spirit and meaning of the Code.

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 bring their own level of senior experience gained in
their fields of international business and professional practice.

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.

143

The following table sets forth certain information concerning the Executive Officers of the Ryanair Group at July

EXECUTIVE OFFICERS

23, 2021:

Name
Michael O’Leary
Neil Sorahan
Juliusz Komorek
Edward Wilson
Carol Sharkey
Tracey McCann
Andreas Gruber
David O'Brien
Michal Kaczmarzyk
John Hurley

Age
60
49
43
57
46
47
36
57
42
46

Position
Group CEO
Group CFO
Group CLO; Co. Secretary
Ryanair CEO
Chief Risk Officer
Ryanair CFO
Lauda Joint CEO
Malta Air CEO & Lauda Joint CEO
Buzz CEO
CTO

Michael O’Leary. Michael has served as a Director of Ryanair DAC since 1988 and a Director of Ryanair Holdings since
1996. Michael was appointed CEO of Ryanair in 1994 and Group CEO in April 2019, having previously served as CFO
since 1988.

Neil Sorahan. Neil was appointed Group CFO in October 2019, having previously served as Ryanair’s CFO from October
2014. Prior to this he was Ryanair’s Finance Director since June 2006 and Treasurer from January 2003. Before joining
Ryanair, Neil held various finance and treasury roles at CRH plc.

Juliusz Komorek. Juliusz was appointed Group CLO; Company Secretary in late 2019 having previously served as
Ryanair’s Chief Legal & Regulatory Officer; Company Secretary from 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.

Edward Wilson. Eddie was appointed Ryanair CEO in September 2019, having previously served as Ryanair’s CPO since
December 2002. Prior to this he served as Head of Personnel since December 1997. Before joining Ryanair, Eddie was
the Human Resources Manager for Gateway 2000 and held a number of other human resources-related positions in the
Irish financial services sector.

Carol Sharkey. Carol was appointed Chief Risk Officer in May 2018 having held the position of Director of Safety and
Security since 2014. She has worked at Ryanair since 1995 having previously held roles in inflight, flight operations and
in recent years has overseen the flight safety department.

Tracey McCann. Tracey was appointed Ryanair CFO in January 2020 having previously served as Ryanair’s Director of
Finance. She joined Ryanair in 1991 and has held various senior finance roles.

Andreas Gruber. Andreas was appointed CEO of Lauda in early 2018. Prior to that, he held various operational and
network planning roles within the Aerberlin Group. Andreas remained as CEO of Lauda following its acquisition by the
Ryanair Group and is currently Lauda’s Joint CEO.

144

David O’Brien. David was appointed Joint CEO Lauda in April 2020 and CEO of Malta Air in December 2020, having
previously served as Ryanair’s CCO since January 2014. Prior to that David was 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.

Michal Kaczmarzyk. Michal was appointed CEO of Buzz in April 2017. Prior to joining Buzz, Michal served as the General
Director of the Polish Airports State Company and CEO of Warsaw Chopin Airport. A former CEO of LS Airport Services
and supervisory board member of Euro LOT Airline, Krakow Airport and Gdansk Airport, Michal also held roles with the
Polish Industrial Development Agency, the Office of Competition and Consumer Protection and PwC.

John Hurley. John was appointed CTO 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 over 20 years of experience in the IT industry.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation

The aggregate amount of compensation paid by Ryanair Holdings and its subsidiaries to its key management
personnel (defined as including each director, whether executive or otherwise, of the Group, as well as the Executive
team reporting to the Board of Directors) named above in fiscal year 2021 was €6.6m. For details of Mr. O’Leary’s
compensation in such fiscal year, see “—Remuneration Agreement with Mr. O’Leary” below.

Each of Ryanair Holdings’ 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.
The additional remuneration paid to all Committee members for service on that committee is €15,000 per annum, with
the exception of the Chair of the Safety and Security Committee who is entitled to receive €40,000 per annum in
connection with the additional duties in relation to that committee.

For further details of share based remuneration 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 20 to the consolidated financial statements included herein.

Remuneration Agreement with Mr. O’Leary

The Group CEO is the only Executive Director of the Board. In February 2019, Mr. O’Leary signed a five-year
contract as Group CEO commencing April 1, 2019 and expiring on July 31, 2024. As part of this contract the Group CEO
agreed to a 50% cut in base pay from €1m to €500,000 per annum, a 50% cut to his maximum annual bonus (to €500,000)
and, in line with best practice in the updated Corporate Governance Code, he does not receive any pension benefits from
Ryanair. This new contract also includes 10m share options at a strike price of €11.12 which are exercisable at a price
of €11.12 if the profit after tax (PAT) of Ryanair Holdings plc is doubled to exceed €2bn in any fiscal year up to March
31, 2024 and/or the share price of Ryanair Holdings plc exceeds €21 for a period of 28 days between April 1, 2021 and
March 31, 2024 (and so long as Mr. O’Leary continues to be employed by the Group until July 31, 2024). Such options,
to the extent that they vest, are exercisable between September 30, 2024 and early February 2026. The accounting
charge for the share based remuneration is approximately €1.8m per annum over the 5 year term of the Group CEO’s
contract of employment. In March 2020, Mr. O’Leary agreed to further reduce his base pay to €250,000 until the end of
fiscal year 2021 as part of the Company’s response to the Covid-19 crisis.

145

STAFF AND LABOR RELATIONS

The following table sets forth the details of Ryanair’s team (including all Group airlines) at each of March 31,

2021, 2020 and 2019:

Classification
Management
Administrative/IT Labs
Maintenance
Ground Operations
Pilots
Cabin Crew
Total

Number of Staff at March 31,
2020

2019

2021

97
759
417
312
5,170
8,261
15,016

150
859
395
555
5,584
9,725
17,268

177
992
426
704
5,446
9,095
16,840

Ryanair Group airlines are engaged in collective bargaining with unions in relation to long term pay and
conditions agreements, as well as cost saving measures (including pay cuts) in response to the Covid-19 crisis. Ryanair
will continue to defend its existing high productivity business model. Ryanair believes that existing terms and conditions
for both pilots and cabin crew are industry leading among European low cost B737 operators with competitive pay,
advantageous fixed rosters, outstanding promotional opportunities and a wide choice of base locations across Europe.

European regulations require pilots to be licensed as commercial pilots with specific ratings for each aircraft
type flown. In addition, European regulations require all commercial pilots to be medically certified as physically fit.
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.
Cabin crew must undergo initial and periodic competency training. Training programs are subject to approval and
monitoring by the competent authority. 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
competent authority. 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. The consolidation within the
aviation industry, airline closures and downsizing has resulted in an increase in pilot applications to join Ryanair. Ryanair
has also been able to satisfy its needs for additional pilots and cabin crew through the use of contract agencies. These
contract pilots and cabin crew are included in the table above.

Ryanair’s crew 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 cabin crew (within limits set by
industry standards or regulations governing maximum working hours.) Ryanair’s pilots are currently subject to EASA-
approved limits of 900 flight-hours per calendar 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 Holdings’ shareholders have approved a number of share based remuneration plans for employees and
Directors including Share Option Plan 2013 and LTIP 2019 (which replaces Option Plan 2013 for share based
remuneration granted after the 2019 AGM). Ryanair Holdings has issued share options to several of its senior managers.
For details of all outstanding share options, see “Item 10. Additional Information – Options to Purchase Securities from
Registrant or Subsidiaries.”

146

Item 7. Major Shareholders and Related Party Transactions

As of June 30, 2021, there were 1,128,585,028 Ordinary Shares outstanding. As of that date, 97,672,993 ADRs,
representing 488,364,966 Ordinary Shares, were held of record in the United States by 51 holders, and represented in the
aggregate 43.3% 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, 2021, June 30, 2020 and June 30, 2019, 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, 2021
% of
Class

As of June 30, 2020
% of
Class

No. of Shares

As of June 30, 2019
% of
Class

Capital
Baillie Gifford
HSBC Holdings PLC
Société Générale SA (SG SA)
Parvus Asset Management Europe
AKO Capital
Fidelity
Egerton Capital
Michael O’Leary
MFS

No. of Shares
130,030,773
102,427,272
82,194,848
79,113,810
57,414,314
54,195,746
47,096,727
46,430,130
44,096,725
39,839,051

11.5% 57,032,560
66,071,123
9.1%
67,354,927
7.3%
7.0%
—
—
5.1%
4.8% 52,742,694
4.2% 37,445,184
4.1% 51,570,640
3.9% 44,096,725
3.5% 42,511,940

No. of Shares
59,883,817
61,916,922
—
—
—
54,851,101
—
—
44,096,725
—

5.2%
6.1%
6.2%
—
—
4.8%
3.4%
4.7%
4.0%
3.9%

5.3%
5.5%
—
—
—
4.9%
—
—
3.9 %
—

As of June 30, 2021, the beneficial holdings in Ordinary Shares of the Directors of Ryanair Holdings as a group
was 45,353,918 Ordinary Shares, representing 4.02% of Ryanair Holdings’ outstanding Ordinary Shares as of such date.
See also Note 20(d) to the consolidated financial statements included herein.

As of March 31, 2021, there were 1,128,062,028 Ordinary Shares outstanding. Based on information available to
Ryanair Holdings, the following table summarizes shareholdings in excess of 3% or more of the Ordinary Shares as of
March 31, 2021, March 31, 2020 and March 31, 2019.

As of March 31, 2021
% of
Class

As of March 31, 2020
% of
Class

As of March 31, 2019
% of
Class

Capital
Baillie Gifford
Société Générale SA (SG SA)
HSBC Holdings PLC
AKO Capital
Fidelity
Egerton Capital
Michael O’Leary
Parvus Asset Management Europe
MFS

No. of Shares
127,825,495
105,753,192
82,686,947
81,175,344
54,526,393
47,674,061
46,270,426
44,096,725
41,007,236
39,933,396

No. of Shares
39,857,370
64,478,495
-
62,229,577
55,240,252
34,436,688
47,829,821
44,096,725
-
42,478,088

11.3%
9.4%
7.3%
7.2%
4.8%
4.2%
4.1%
3.9%
3.6%
3.5%

No. of Shares
100,394,424
58,805,558
-
-
51,079,882
-
-
44,096,725
-
-

3.5%
5.9%
-
5.7%
5.1%
3.1%
4.4%
4.0%
-
3.9%

8.9%
5.2%
-
-
4.5%
-
-
3.9%
-
-

147

RELATED PARTY TRANSACTIONS

The Company has not entered into any “related party transactions” (except for remuneration paid by Ryanair to
members of key management personnel as disclosed in Note 28 to the consolidated financial statements) in the three
fiscal years ending March 31, 2021 or in the period from March 31, 2021 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. Since 2002, the European Commission has examined the agreements
between Ryanair and various airports to establish whether they constituted illegal state aid. In many cases, the European
Commission has concluded that the agreements did not constitute state aid. In other cases, Ryanair has successfully
challenged the European Commission finding that there was 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 €10m of alleged aid. In 2016, the European Commission announced
findings of state aid to Ryanair in its arrangements with Cagliari and Klagenfurt, ordering Ryanair to repay approximately
€13m of alleged aid. Ryanair appealed the seven “aid” decisions to the EU General Court. In 2018, the EU General Court
upheld the European Commission’s findings regarding Ryanair’s arrangements with Pau, Nimes, Angouleme and
Altenburg airports, and overturned the European Commission’s finding regarding Ryanair’s arrangement with
Zweibrücken airport. Ryanair appealed these four negative rulings to the European Court of Justice, but in December
2019 Ryanair discontinued the appeals as the Court had refused to grant an oral hearing in any of the cases. The appeal
before the General Court regarding Ryanair’s arrangements with Cagliari airport is pending. In September 2020, the EU
General Court hearing of Ryanair’s appeal of the Klagenfurt “aid” decision took place. The judgment is expected in 2021.
In August 2019, the European Commission announced findings of state aid to Ryanair in its arrangements with
Montpellier airport, ordering Ryanair to repay a total of approximately €9m of alleged aid. Ryanair appealed the
Montpellier “aid” decision to the General Court. It is expected that the appeal proceedings before the General Court
regarding Ryanair’s arrangements at Montpellier airport will conclude in 2022 or 2023.

Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably Paris
(Beauvais), La Rochelle, Carcassonne, Girona, Reus, Târgu Mureș, Beziers and Frankfurt (Hahn). These investigations
are ongoing and Ryanair currently expects that they will conclude in 2021, with any European Commission decisions
appealable to the EU General Court.

Ryanair is also facing an allegation that it has benefited from unlawful state aid in a German court case in

relation to its arrangements with Frankfurt (Hahn).

148

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.

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, France, Italy, Switzerland and the US.
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 and to prevent consumer harm, and the resultant
reputational damage to the Company, that may arise due to the failure by some operators of screenscraper websites to
provide Ryanair with the passengers’ genuine contact and payment method details. 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 GDSs to
provide access to Ryanair’s fares to traditional bricks and mortar travel agencies. The Company has received favorable
rulings in France, Germany, Ireland, Italy and The Netherlands, and unfavorable rulings in Germany, Spain, France,
Switzerland 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—The Company Faces Risks Related to
Unauthorized Use of Information from the Company’s Website”.

U.S. Litigation. In November 2018, a putative securities class action complaint was filed against the Company
and Mr. O’Leary in the United States District Court for the Southern District of New York (the “District Court”). The District
Court appointed lead plaintiffs, the City of Birmingham Retirement and Relief System and City of Birmingham Firemen’s
and Policemen’s Supplemental Pension System (the “Birmingham Funds”), in January 2019. The Birmingham Funds
filed an amended complaint in April 2019 that purports to be on behalf of purchasers of Ryanair American Depositary
Shares (“ADSs”) between May 30, 2017 and September 28, 2018. The amended complaint alleges, among other things,
that in filings with the SEC, investor calls, interviews, and other communications, the Company and/or Mr. O’Leary made
materially false and misleading statements and omissions regarding employment and financial data, employee
negotiation processes, the September 2017 pilot rostering management issue, and the likelihood and financial impact
of unionization, which allegedly artificially inflated the market value of the Company’s securities. In June 2020, the
District Court issued a ruling dismissing in part the Birmingham Funds’ claims, including claims regarding employment
and financial data, employee negotiation processes, the September 2017 pilot rostering management issue, and the
financial impact of unionization. The Birmingham Funds’ claims regarding the likelihood of unionization were not
dismissed. In March 2021, the Birmingham Funds issued a motion to amend their claim seeking, among other things, to
re-introduce prior dismissed claims. The Company and Mr. O’Leary filed an opposition to the motion to amend in May
2021.

149

Dividend Policy

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 May 21,
2012 that Ryanair Holdings intended to pay a special dividend of €0.34 per ordinary share (approximately €492m) and
this special dividend was paid on November 30, 2012. The Company indicated on May 19, 2014 that it planned to pay a
special dividend of up to approximately €520m in the fourth quarter of fiscal year 2015, and this special dividend was
paid on February 27, 2015. In September, 2015 the Company announced a B share scheme of €398m to return the
proceeds from the sale of its shares in Aer Lingus to shareholders; payments to shareholders issued in October 2015.

Share Buyback Program

Following shareholder approval at the 2006 annual general meeting, a €300m share buyback program was
formally announced on June 5, 2007. Permission was received at the annual general meeting held on September 20,
2007 to repurchase a maximum of 75.6m Ordinary Shares representing 5% of the Company’s then outstanding share
capital. The €300m share buyback of approximately 59.5m 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 buyback program of up to €200m worth of Ordinary Shares, which was ratified by shareholders at the
annual general meeting held on September 18, 2008. 18.1m Ordinary Shares were repurchased under this program at a
cost of approximately €46m. The Company also completed share buybacks of €125m in respect of 36.5m Ordinary
Shares in fiscal year 2012 and 15m Ordinary Shares at a cost of approximately €68m in fiscal year 2013.

In April 2012, the Company held an 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. Up until April 2012, shareholders had only
authorized the Directors to repurchase Ordinary Shares. As the ADRs typically trade at a premium compared to Ordinary
Shares, this has resulted in increased costs in performing share buybacks and may continue to do so in the future. This
authority was renewed at the Annual General Meeting held on September 20, 2013 and at subsequent Annual General
Meetings and an Extraordinary General Meeting in 2016.

In fiscal year 2014, 69.5m Ordinary Shares (including Ordinary Shares underlying just over 6m ADRs) were
repurchased at a cost of approximately €482m. In February 2015, the Company announced a €400m ordinary share
buyback program which was completed between February and August 2015. In February 2016, the Company announced
an €800m Ordinary Share buyback program (including Ordinary Shares underlying ADRs) and this program was
subsequently increased to €886m in June 2016. €418m of this program was completed in fiscal year 2016 to buyback
approximately 29.1m shares (including approximately 19.9m shares underlying ADRs) with the remaining €468m spent
in fiscal year 2017 to buyback approximately 36m shares (including approximately 3.9m shares underlying ADRs). In
addition to the above, in fiscal year 2017, the Company bought back 36.4m shares (including approximately 17.7m
shares underlying ADRs) at a total cost of approximately €550m during the period November 2016 to February 2017. In
February 2017 the Company announced the commencement of a €150m share buyback program in respect of shares
underlying ADRs. The Company bought back approximately 2m shares underlying ADRs at a cost of €39m under this
program during fiscal year 2018. In addition to the above, in fiscal year 2018, the Company bought back 33m shares at
a total cost of €600m under its €600m share buyback program which commenced in May 2017 and 11.7m shares at a
total cost of €190m under its €750m share buyback which commenced in February 2018. In fiscal year 2019 the
Company bought back 37.8m shares at a total cost of approximately €561m under its €750m share buyback which
commenced in February 2018. In fiscal year 2020 the Company bought back approximately 47.2m shares (including
15.8m shares underlying ADRs) at a cost of €581m under its €700m share buyback program (including Ordinary Shares
underlying ADRs) which was announced and commenced in May 2019. This share buyback program was terminated in
March 2020 as part of a series of measures introduced to preserve cash during the Covid-19 crisis.

150

In fiscal year 2021 the Company issued approximately 35.2m shares under a non-pre-emptive placing to a
number of institutional investors and certain of the Company’s directors and members of its senior management team.
The shares were issued at a price of €11.35 per share raising gross proceeds of approximately €400m. The shares
issued represented approximately 3.2% of the Company’s issued share capital immediately prior to the placing.”

See “Item 9. The Offer and Listing—Trading Markets and Share Prices” below for further information regarding

share buybacks.

In May 2021, the Group raised approximately €1.2bn, 5-year unsecured, Eurobonds at a fixed coupon of 0.875%

SIGNIFICANT CHANGES

for general corporate purposes.

Item 9. The Offer and Listing

TRADING MARKETS

The primary market for Ryanair Holdings’ Ordinary Shares is Euronext Dublin; Ordinary Shares are also traded
on the London Stock Exchange. The Ordinary Shares were first listed for trading on the Official List of Euronext Dublin
on June 5, 1997 and were first admitted to the Official List of the London Stock Exchange on July 16, 1998.

ADRs, each representing 5 Ordinary Shares, are traded on NASDAQ. The Bank of New York Mellon is Ryanair

Holdings’ depositary for purposes of issuing ADRs evidencing the ADSs.

Ryanair Holdings’ shares trade under the following stock symbols:

Euronext Dublin
London Stock Exchange RYA
NASDAQ

RY4C

RYAAY

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 51, 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.

151

The Company, at its AGM and EGM of the Shareholders, has, in recent years, passed a special resolution
permitting the Company to engage in Ordinary Share buyback programs subject to certain limits noted below. Since
June 2007 (when the Company engaged in its first Ordinary Share buyback program) the Company has repurchased the
following Ordinary Shares:

Year ended March 31,
2009-2017
2018
2019
2020
2021
Period through July 23, 2021
Total

No. of shares (m) Approx. cost (€m)
2,555.8
829.1
560.5
580.5
—
—
4,525.9

276.0
46.7
37.8
47.2
—
—
407.7

At an EGM 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. Any ADRs purchased are
converted to Ordinary Shares by the Company’s brokers for subsequent repurchase and cancellation by the Company.

As of June 30, 2021, the total number of options over Ordinary Shares outstanding under the Company’s Option
Plan 2013 was 29.2m, representing 2.6% of the Company’s issued share capital at that date. As of June 30, 2021, the
total number of conditional share awards outstanding under the Company’s LTIP 2019 was 0.6m, representing 0.0% of
the Company’s issued share capital at that date.

Item 10. Additional Information

DESCRIPTION OF CAPITAL STOCK

Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.600 euro cent. As of

March 31, 2021, a total of 1,128,062,028 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, with a par value of 1.27 euro cent, was split into two new Ordinary Shares, with a par value of 0.635 euro. On
October 27, 2015, the Company completed a capital reorganization which involved the consolidation of its ordinary share
capital on a 39 for 40 basis which resulted in the reduction of ordinary shares in issue by 33.8m ordinary shares to
1,319.3m as at that date. The par value of an ordinary share was also reduced from 0.635 euro cent each to 0.600 euro
each under the reorganization. All ‘B’ Shares and Deferred Shares issued in connection with the B scheme were either
redeemed or cancelled during fiscal year 2016 such that there were no ‘B’ Shares or Deferred Shares remaining in issue
as at March 31, 2016. 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

During fiscal year 2014, Ryanair Holdings’ shareholders approved a stock option plan at the Company’s 2013
AGM (referred to herein as “Option Plan 2013”), under which all employees and Directors were 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 (Option
Plan 2013 was replaced by LTIP 2019 following shareholder approval at the 2019 AGM – see details below). Options
are subject to a 5-year performance period. Under the rules of Option Plan 2013, no option is capable of being exercised
after the eighth anniversary of the date of grant. The Remuneration Committee (“Remco”) has discretion to determine
the financial performance targets that must be met with respect to the financial year. Those targets relate directly to

152

the achievement of certain year-on-year growth targets in the Company’s profit after tax (“PAT”) figures for each of the
financial years of the performance period and/or certain share price targets.

Under Option Plan 2013, 36 senior managers were granted 10m share options, in aggregate, at a strike price of
€6.25 in July 2014. These options vested in May 2019 for Managers/Directors who continued to be employed at April
30, 2019. Further, 3.5m share options were granted, in aggregate, to Executive Officers (excluding Mr. O’Leary) at a
strike price of €6.74 in October 2014. These options vested in July 2019. In November 2014, 5m options were granted
to Mr. O’Leary as part of his 5-year employment contract. These options, which were granted at a strike price of €8.35,
vested in July 2019. During fiscal year 2016, 30,000 options were granted to new Non-Executive Board members at a
strike price of €11.38. These options vested in May 2019. During the fiscal year 2017, 34 managers (excluding the
Executive Officers) were granted 3m share options, in aggregate, at a strike price of €12.00. These options were subject
to certain targets in relation to PAT and/or share price and partially vested in March 2021. The balance will vest in March
2023, subject to performance conditions being met and the managers remaining in the Group’s employment until March
31, 2023. During fiscal year 2018, 100,000 options were granted at a strike price of €17.55 to a new senior manager as
part of their employment contract. These options vested in May 2018. During fiscal year 2019, 10m options were granted
to Mr. O’Leary as part of his new 5-year contract as Group CEO. These options, which were granted at a strike price of
€11.12, will only vest in their entirety if the Group’s PAT doubles to exceed €2bn in any fiscal year up to, and including,
fiscal year 2024 or, alternatively, the Company’s share price is equal to or exceeds €21.00 for any 28 day calendar period
between April 1, 2021 and March 31, 2024 and, subject to the exceptions provided for in the rules of Option Plan 2013,
will only be available if Mr. O’Leary continues to be employed by the Group through July 31, 2024. Also, during fiscal
year 2019, 102 managers and the 9 Non-Executive Board Members were granted 10m share options, in aggregate (of
which a cumulative 450,000 relates to Non-Executive Directors), at a strike price of €11.12. These options have the same
vesting conditions as Mr. O’Leary’s fiscal year 2019 grant referred to above.

At the 2019 AGM, shareholders approved a new Long Term Incentive Plan (“LTIP 2019”), which replaces Option
Plan 2013 for all future grants. The implementation of LTIP 2019 followed a review by Remco (with the assistance of
Deloitte) of the Company’s remuneration policy for senior employees and directors of the Company to ensure it
continued to support the Company’s strategic objectives and aligns with external views on executive compensation.
Awards to employees under LTIP 2019 will ordinarily be in the form of performance-based shares (“conditional shares”)
with an upper limit on the market value of such conditional shares of 150% of base salary applicable in any year for an
employee or Executive Director of the Group, with the possibility of up to 200% of base salary if the Board determines
that exceptional circumstances exist. For flexibility, LTIP 2019 also includes the ability to make awards of share options,
with the expectation that any such awards will be on an infrequent basis and will be principally focused on a small
number of the Group’s executive management team. Non-executive directors will not be eligible to receive share option
or performance-based-share awards under LTIP 2019. LTIP 2019 also contains provisions for the issue of conditional
shares to facilitate the recruitment of senior management. In aggregate, in any ten-year period, the number of shares
which may be in issue under the LTIP 2019 (and Option Plan 2013) by the Company may not exceed 10% of the issued
ordinary share capital of the Company from time to time. Remco has determined that Mr. O’Leary will not be eligible to
participate in LTIP 2019 grants until after the vesting period for his 2019 share options grant has elapsed.

No share based remuneration was granted in fiscal year 2021. The aggregate of 29.2m Ordinary Shares that
would be issuable upon exercise in full of the options that were outstanding as of June 30, 2021 under Option Plan 2013
represent approximately 2.6% of the issued share capital of Ryanair Holdings as of such date. Of such total, options in
respect of an aggregate of 21.5m Ordinary Shares were held by the Directors and Executive Officers of Ryanair Holdings.
For further information, see Notes 16 and 20 to the consolidated financial statements included herein.

In April 2021 (fiscal year 2022), as a management retention tool, Remco granted conditional shares
(approximately 0.6m in aggregate) under LTIP 2019 to over 80 managers (excluding the Group CEO and Non-Executive
Directors). The market value of such grants ranged between 20% and 100% of base salary for participants (at the lower

153

end of potential allocations due to Covid-19 disruptions at that date). These conditional shares have a 3-year vesting
period, with a 2-year hold period for certain senior managers, and will only vest in their entirety if (i) the cumulative Group
PAT (50% weighting) is €3,550m or higher over the 3-years ended March 31, 2024; (ii) Ryanair’s Total Shareholder Return
(30% weighting) outperforms a peer group including AirFrance/KLM, easyJet, IAG, Southwest Airlines & Wizz over the 3-
years vesting period; (iii) ESG (20% weighting), if the Ryanair Group’s CDP environmental protection score improves from
“B-“ rating (achieved in fiscal year 2021) to an “A-“ or better rating over the 3-year vesting period; (iv) participants sign a
12-month non-compete clause; and (v) participants continue to be employed by the Ryanair Group through March 31,
2024. These grants include malus and clawback provisions.

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.

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. 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 (rounded down to the next whole number if it is a fractional number)
retire and offer themselves for re-election at each annual general meeting of the Company. However, in compliance with
the requirements of the U.K. Corporate Governance Code, all Directors retire and present themselves for re-election by
the shareholders annually. 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. All
Ryanair shareholders who are entitled to attend, speak at and vote at general meetings of the Company may appoint
proxies electronically to attend, speak, ask questions and vote on behalf of them at annual general meetings. All holders
of Ordinary Shares are entitled to attend, speak at and vote at general meetings of the Company, subject to limitations
described under “—Limitations on the Right to Own Shares” and “Item 10. Additional Information—Limitations on Share
Ownership by Non-EU Nationals”.

Rights, Preferences and Dividends Attaching to Shares. The Company has only three classes of shares, Ordinary
Shares with a par value of 0.600 euro cent per share, B Shares with a nominal value of 0.050 cent per share and Deferred
Shares with a nominal value of 0.050 cent per share. The B Shares and the Deferred Shares were created at an EGM of
the Company held on October 22, 2015 in connection with a return of value to shareholders arising from the sale of the
Company’s shareholding in Aer Lingus plc, and no such shares remain in issue. Accordingly, the Ordinary Shares
currently represent the only class of shares in issue and 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 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.

154

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 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 provide that the Directors will not register any person as a holder of shares unless
such person has completed a declaration indicating his/her nationality and the nature and extent of any interest which
he/she holds in 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 3% of the total voting
rights of the Company, and every whole percentage thereafter up to 100%, he must notify the Company and the Central
Bank of Ireland of that. The Company must disclose any notification it receives through the regulatory announcement
service of Euronext Dublin. Such notifications should also be filed by the party with the U.K. Financial Conduct Authority
(the “FCA”), using the form and filing portal available on the FCA’s website, and passed on to the Company. The Company
must disclose any notification it receives through an approved announcement service in the U.K., such the Regulatory
News Service of the London Stock Exchange.

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

In September 2014, the Group entered into an agreement with The Boeing Company to purchase up to 200
Boeing 737-8200 aircraft (100 firm orders and 100 aircraft subject to option), over a five year period originally due to
commence in fiscal year 2020 (the “2014 Boeing Contract”). This agreement was approved by shareholders at an EGM
of the Company on November 28, 2014. Subsequently, the Group agreed to purchase an additional 10 Boeing 737-8200
aircraft bringing the total number of Boeing 737-8200 aircraft on order to 210 (assuming all options are exercised). In
April 2018, the Company announced that it had converted 25 Boeing 737-8200 options into firm orders bringing the
Company’s firm order to 135 Boeing 737-8200s with a further 75 options remaining. In December 2020, Ryanair
increased its firm orders from 135 to 210 aircraft. The value of the 210 Boeing 737-8200 aircraft under the 2014 Boeing
Contract is approximately U.S. $9.6bn at standard list price of U.S. $102.5m per aircraft (net of basic credits and

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reflective of price escalation over the originally scheduled delivery timeframe). The first Boeing 737-8200 aircraft was
delivered to Ryanair in June 2021.

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 and underlying EU regulations prohibit financial transfers involving President Lukashenko, the
Belarusian leadership and certain other officials of Belarus, certain persons and entities associated with the now
deceased Osama Bin Laden, the Al-Qaeda network and the Taliban of Afghanistan, certain persons, entities and activities
in Afghanistan, Burma (Myanmar), Burundi, the Democratic Republic of Congo, China (relating to human rights violations
of the Uyghur people), the Republic of Guinea, the Democratic People’s Republic of Korea (North Korea), Iraq, Libya,
Lebanon, Mali, Nicaragua, Pakistan, Palestinian Territory, Russia, Sudan, South Sudan, Somalia, Tunisia, Venezuela,
Yemen, Zimbabwe, Syria, Iran, Ukraine, the Republic of Guinea-Bissau and certain known terrorists and terrorist groups,
and countries that harbor certain terrorist groups, including the Albanian branch of Al-Haramain, and Boko Haram in
Nigeria 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 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. As described below, the Directors 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%.

In accordance with its Articles, 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, through Belgian law rights in the Euroclear Bank settlement system, or through CREST
Depositary Interests, in each case in the Ordinary Shares of Ryanair Holdings underlying the relevant ADRs, Belgian law
rights or CREST Depositary Interests. The Directors can require relevant parties to provide them with information to

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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.

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 (or any subsidiary) 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,
(iii) an Intervening Act may occur as a consequence of the level of non-EU ownership of Ordinary Shares or (iv) 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 shareholder or shareholders 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, and/or (ii) treat such number of Affected Shares
(or ADRs representing Affected Shares) held by any particular shareholder or shareholders 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. Holders of Restricted Shares may be deprived of the rights to attend, vote and speak at general
meetings, which they would otherwise have as a consequence of holding such Ordinary Shares or ADRs. Holders of
Restricted Shares may also be required 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. Shareholders 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
automatically 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. Holders of interests in Ordinary Shares through Belgian law
rights in the Euroclear system or CREST Depositary Interests in the CREST system must complete a nationality
declaration in accordance with the processes and procedures of Euroclear Bank and Euroclear U.K. & Ireland
respectively.

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In deciding which Affected Shares are to be selected as Restricted Shares, the Directors may 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 shareholder or shareholders 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.

The Permitted Maximum is currently set at 49.9%. This maximum level can be reduced at any time if it becomes
necessary for the Directors to exercise their 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 interests in 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 interests in 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 interests in Ordinary Shares to an EU national within the specified time period, the Company can then 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 manage the Company’s EU nationality requirements, at the EGM held on April 19,
2012 the Company obtained a repurchase authority to enable the repurchase of ADRs for up to 5% of the issued share
capital of the Company traded on the NASDAQ. This authority (which in 2017 was increased to 10% of the issued share
capital of the Company traded on the NASDAQ) was renewed at each subsequent Annual General Meeting up to and
including the September 2020 meeting.

In order to protect the Company’s operating license and ensure that the Company (and its subsidiary EU airlines)
remain majority EU owned and controlled in the event of a no-deal or “hard” Brexit, on March 8, 2019 the Board resolved
that with effect from the date on which U.K. nationals cease to qualify as nationals of Member States for the purposes
of Article 4 of EU Regulation 1008/2008 all Ordinary Shares and Depositary Shares held by or on behalf of non-EU
(including U.K.) shareholders would be treated as Restricted Shares.

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In anticipation of the end of the Brexit transition period on December 31, 2020, on December 29, 2020 the
Company announced that, with effect from January 1, 2021 U.K. nationals would cease to qualify as EU nationals and
in accordance with the resolutions passed by the Board of the Company on March 8, 2019 all Ordinary Shares and
Depositary Shares held by or on behalf of non-EU nationals (including U.K. nationals) would be treated as “Restricted
Shares” (within the meaning of the Articles of Association). Restricted Share Notices were issued to the registered
holder(s) of each Restricted Share specifying that the holder(s) of such shares are not entitled to attend, speak or vote
at any general meeting of the Company for so long as those shares are treated as Restricted Shares pursuant to Article
41(J)(i) of the Articles of Association. U.K. nationals are not required to dispose of Ordinary Shares which they purchased
prior to January 1, 2021.

In January 2021, the Company published a notice in the Financial Times, the Irish Times and the Wall Street
Journal to again notify and confirm to shareholders that with effect from January 1, 2021 U.K. nationals ceased to qualify
as EU nationals and in accordance with the resolutions passed by the Board of the Company on March 8, 2019, all
Ordinary Shares and Depositary Shares held by or on behalf of non-EU nationals (including U.K. nationals) are treated as
“Restricted Shares” (within the meaning of the Articles of Association).

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

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. Key Information—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 Applied a Ban on the Purchase of Ordinary Shares by Non-EU Nationals since 2002” above.

As a result of the measures introduced by the Company at the beginning of 2021 to protect the Group’s operating
licenses under EU Regulation 1008/2008 following Brexit, as at March 31, 2021, EU nationals owned 100% of the Ryanair
Holdings’ Ordinary Shares with voting rights and approximately 32% of the Ryanair Holdings’ Ordinary Shares with
economic rights (in each case assuming conversion of all outstanding ADRs into Ordinary Shares)

Irish Tax Considerations

TAXATION

The following is a discussion of certain Irish tax consequences of the purchase, ownership and disposition of
Ordinary Shares or ADRs. 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.

Dividends. If Ryanair Holdings pays dividends or makes other relevant distributions, the following is relevant:

Withholding Tax. Unless exempted, a withholding (currently 25%) 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

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certain categories of Irish resident stockholders or to distributions paid to certain categories of non-resident
stockholders.

The following Irish resident stockholders, inter-alia, 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 in relation to approved retirement funds (“ARF”s)

or approved minimum retirement funds (“AMRF”s);

• 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 Double Taxation Agreement 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 an
Irish resident or 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.

The Irish Department of Finance had sought to introduce a Dividend Withholding Tax Real-Time Reporting
system from January 1, 2021. Under this system, Irish resident companies would be required to obtain tax reference
numbers from shareholders in advance of making a distribution. A public consultation process between stakeholders,
shareholders and representative bodies with the Irish Revenue Commissioners ran between October 2019 and March
2020, the outcomes of which are to be published in due course. One of the main areas of concern raised was in regards
the impractically of managing such a system in respect of listed companies who have a large and diverse base of
international investors. In May 2020, having regard to the scale of the challenge facing the industry in preparing for the
transfer of the Irish equities market to a new settlement system by March 2021, and business challenges and disruption
caused by the Covid-19 pandemic, the Irish Revenue Commissioners postponed the planned introduction of the Real-
Time Reporting System from January 1, 2021 until an undefined later date.

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. ADR 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.

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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, however individual shareholders should confirm this with their own tax adviser.

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 ADRs. 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 ADRs.

Irish Capital Acquisitions Tax. A gift or inheritance of the Ordinary Shares or ADRs 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 donee. 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 ADRs 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 ADRs 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 ADRs by persons purchasing such ADRs or on any
subsequent transfer of ADRs. A transfer of Ordinary Shares (including transfers effected through Euroclear UK & 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 ADRs 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 ADRs 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 may 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 may be payable on the transfer. Under Irish law, it is not clear whether the mere deposit of Ordinary
Shares for ADRs or ADRs 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 ADRs or ADRs 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

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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

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 beneficial owner of the Ordinary Shares or ADRs who 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 (a “U.S. Holder”). This summary does not purport
to be tax advice or a comprehensive description of all of the tax considerations that may be relevant to a decision to
purchase, hold, or dispose of 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, regulated investment companies, insurance
companies, tax-exempt organizations 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 (measured by vote or value), persons whose “functional currency” is not U.S. dollars or persons
that hold the Ordinary Shares or the ADRs as a synthetic security or as part of an integrated investment (including a
“straddle” or hedge) consisting of the Ordinary Shares or the ADRs and one or more other positions. Moreover, this
summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, the Medicare
contribution tax on net investment income of certain non-corporate U.S. Holders, or alternative minimum tax
consequences of acquiring, holding or disposing of Ordinary Shares or ADSs.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history,
existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in
effect. These authorities are subject to change, possibly on a retroactive basis. In addition, this summary assumes the
deposit agreement, and all other related agreements, will be performed in accordance with their terms.

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.

For U.S. federal income tax purposes, holders of the ADRs generally will be treated as the beneficial owners of

the Ordinary Shares represented by those ADRs.

Taxation of Dividends

The gross amount of any dividends (including any amount withheld in respect of Irish taxes) paid with respect
to the Ordinary Shares, including Ordinary Shares represented by ADRs, will generally be includible in the taxable
income of a U.S. Holder when the dividends are received by the holder, in the case of Ordinary Shares, or when received
by the Depositary, in the case of ADRs. Such dividends will 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 generally
should be included 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, in the case of Ordinary Shares, or the Depositary, in the case of
ADRs. 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 with respect to the Ordinary Shares or ADRs will be taxable at the preferential rates for “qualified
dividends” if (i) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States
that the Internal Revenue Service (“IRS”) has approved for the purposes of the qualified dividend rules and (ii) the
Company

163

was not, in the year prior to the year in which the dividend is paid, and is not, in the year in which the dividend is paid, a
passive foreign investment company (a “PFIC”). The Convention between the Government of the United States of
America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income and Capital Gains, dated as of July 28, 1999 (the “U.S.-Ireland Income Tax Treaty”) has
been approved for the purposes of the qualified dividend rules. 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 2020 and 2021 taxable years. 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 2022 taxable year.

Dividends received by U.S. Holders generally will constitute foreign source and “passive category” income for
U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or
deductions for foreign taxes, any Irish taxes withheld at the appropriate rate from cash dividends on the Ordinary Shares
or ADRs may be treated as a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability
(or at a U.S. Holder’s election, may be deducted in computing taxable income if the U.S. Holder has elected to deduct all
foreign income taxes for the taxable year). The rules with respect to foreign tax credits are complex and 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
should not be subject to U.S. federal income tax, unless the U.S. Holder has the right to receive cash or property instead,
in which case the U.S. Holder will be treated as if it received cash equal to the fair market value of the distribution.

Taxation of Capital Gains

Upon a sale or other disposition of the Ordinary Shares or ADRs, U.S. Holders will recognize a gain or loss for
U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount
realized on the disposition and the U.S. Holder’s tax basis, determined in U.S. dollars, in the Ordinary Shares or ADRs.
Generally, such gains or losses will be capital gains or losses, and will be long-term capital gains or losses if the Ordinary
Shares or ADRs have been held for more than one year. Short-term capital gains are subject to U.S. federal income
taxation at ordinary income rates, while long-term capital gains realized by a U.S. Holder that is an individual generally
are subject to taxation at preferential rates. Gains realized by a U.S. Holder generally should constitute income from
sources within the United States for foreign tax credit purposes and generally should constitute “passive category”
income for such purposes. The deductibility of capital losses, in excess of capital gains, is subject to limitations.

Deposits and withdrawals of Ordinary Shares by U.S. Holders in exchange for ADRs should not result in the

realization of gain or loss for U.S. federal income tax purposes.

Foreign Financial Asset Reporting

Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of
U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required
to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets.
“Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as
securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. The
understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000 extends the statute
of limitations with respect to the tax return to six years after the return was filed. U.S. Holders who fail to report the
required information could be subject to substantial penalties. Holders are encouraged to consult with their own tax
advisors regarding the possible application of these rules, including the application of the rules to their particular
circumstances.

164

Information Reporting and Backup Withholding

Dividends paid on, and proceeds from, the sale or other disposition of the Ordinary Shares or ADRs that are
made within the United States or through certain U.S. related financial intermediaries generally will be subject to
information reporting and may also be subject to backup withholding unless the holder (i) provides a correct taxpayer
identification number and certifies that it is not subject to backup withholding or (ii) otherwise establish an exemption
from backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund
or credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to
the IRS.

DOCUMENTS ON DISPLAY

Copies of Ryanair Holdings’ Articles may be examined at its registered office and principal place of business at
Dublin Office, Airside Business Park, Swords, County Dublin, K67 NY94, Ireland and are also available on the Ryanair
website.

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.

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 swaps,
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.

165

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, 2021.
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 22% and 37% of such
expenses in fiscal years 2021 and 2020, respectively). 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 24 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 2021 Compared with Fiscal Year 2020—Fuel and Oil.” Prior to the Covid-19 related groundings in March 2020,
Ryanair had entered into forward jet fuel (jet kerosene) contracts covering approximately 90% of its estimated
requirements for the fiscal year ending March 31, 2021 at prices equivalent to approximately US$606 per metric ton.
Due to Covid-19 related groundings and reduced capacity in fiscal year 2021, the Company recorded a charge of €192m
(net of a tax credit) to the fiscal year 2021 income statement due to the discontinuation of hedge accounting for jet fuel.
As of July 2021, the Company had entered into forward jet fuel hedging contracts covering approximately 60% of its
estimated requirements for the fiscal year 2022 and approximately 35% of its estimated requirements for the fiscal year
2023 at prices equivalent to approximately US$545 and approximately US$600 per metric ton respectively. The Company
believes these hedges to be effective for hedge accounting purposes.

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, 2021 and
2020, based on their fair values, amounted to a €20m loss and €1,228m loss (gross of tax), respectively. Based on
Ryanair’s fuel consumption for fiscal year 2021, a change of US$1.00 in the average annual price per metric ton of jet
fuel would have caused a change of approximately €0.8m 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. In fiscal year 2021, the Company recorded a positive fair-value adjustment of
€589m (net of tax), and in fiscal year 2020, the Company recorded a negative fair-value adjustment of €896m (net of
tax) within accumulated other comprehensive income in respect of jet fuel forward contracts.

166

FOREIGN CURRENCY EXPOSURE AND HEDGING

In recent years, Ryanair’s revenues have been denominated primarily in two currencies, the euro and the U.K.
pound sterling. The euro and the U.K. pound sterling accounted for approximately 67% and 27%, respectively, of Ryanair’s
total revenues in fiscal year 2021 (2020: 66% and 24% respectively). 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 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 practically 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 fiscal years 2021 and 2020, 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. At
March 31, 2021, the total unrealized loss relating to these contracts amounted to €22m, compared to a €166m total
unrealized gain at March 31, 2020.

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 fiscal year 2021, the Company
recorded a negative fair-value adjustment of €521m (net of tax) within accumulated other comprehensive income in
respect of these contracts, as compared to a negative fair-value adjustment of €124m (net of tax) in fiscal year 2020.

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 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 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, 2021, 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 €3m (gross of tax) compared to a gain of €8m (gross of
tax) in fiscal year 2020. In fiscal year 2021, the Company recorded a positive fair-value adjustment of €4m (net of tax),
compared to a positive fair-value adjustment of €4m (net of tax) in fiscal year 2020, within accumulated other
comprehensive income in respect of these contracts.

167

Hedging associated with capital expenditures. During fiscal years 2020 and 2019, the Company also held 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. At March 31, 2021, the total
unrealized gain relating to these contracts amounted to €178m, compared to €495m unrealized gain at March 31, 2020.

Under IFRS, the Company generally accounts for these contracts as cash-flow hedges. 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, 2021, the total unrealized gains relating to these contracts amounted to €178m, while at March 31,
2020 unrealized gain amounted to €495m. Under IFRS, the Company recorded a negative fair-value adjustment of €217m
and a positive fair-value adjustments of €221m for cash-flow hedges in fiscal years 2020 and 2019, respectively. No fair-
value adjustments were recorded with respect to fair-value hedges in fiscal years 2020 and 2019 as the Company did
not enter into any fair value hedges.

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, 2021 would have a positive impact of €40m
on the income statement (net of tax) (2020: €246m; 2019: nil) if the rate fell by 10% and a negative impact of €33m on
the income statement (net of tax) (2020: €235m; 2019: nil) if the rate increased by 10%. The same movement of 10% in
foreign currency exchange rates would have a negative €372m impact (net of tax) on equity if the rate fell by 10% and a
positive €304m impact (net of tax) if the rate increased by 10% (2020: €649m positive or €531m negative; 2019: €894m
positive or €731m negative).

INTEREST RATE EXPOSURE AND HEDGING

The Company’s purchase of 66 of the 422 Boeing 737 aircraft in the fleet as of March 31, 2021 has been funded
by financing in the form of loans supported by a loan guarantee from Ex-Im Bank. In addition, the Company has raised
unsecured debt via capital market bond issuances and syndicated bank loans. The Company had outstanding
cumulative borrowings under the above facilities of €5,243.7m with a weighted average interest rate of 1.30% at March
31, 2021. 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, 2021. At March 31,
2021, the fair value of the interest rate swap agreements relating to this debt was represented by a gain of €3m (gross
of tax), as compared with a gain of €8m at March 31, 2020. See Note 13 to the consolidated financial statements
included in Item 18 for additional information.

Interest rate risk. Based on the levels of and composition of year-end interest bearing assets and liabilities,
including derivatives, at March 31, 2021, a plus one-percentage-point movement in interest rates would result in a
respective increase of €6.4m (net of tax) in net interest income and expense in the income statement and a minus one-
percentage-point movement in interest rates would result in a respective increase of €47.8m (net of tax) in net interest
income and expense in the income statement (2020: €10m; 2019: €10m).

168

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.

Distribution of securities distributed by the issuer to the holders of
common securities, which are distributed by the depositary to ADS
holders.

Registration or transfer fees.

Transfer and registration of shares on Ryanair’s 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.

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).

As necessary.

Any charges incurred by the depositary or its
agents for servicing the deposited securities.

As necessary.

Reimbursement of Fees

From April 1, 2020 to June 30, 2021 the Depositary collected annual depositary services fees equal to

approximately U.S.$1.7m from holders of ADSs, net of fees paid to the Depositary by the Company.

169

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

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, 2021, under the supervision and with the
participation of the Company’s management, including the Group CEO and Group CFO, 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 Group CEO and Group CFO have concluded that, as of
March 31, 2021, 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 Group CEO and Group CFO, as
appropriate to allow timely decisions regarding required disclosure.

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, 2021, 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

170

the evaluation, management has concluded that the Company maintained effective internal control over financial
reporting as of March 31, 2021.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no change in the Company’s internal control over financial reporting during fiscal year 2021 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 Dick Milliken qualifies as an “Audit Committee financial
expert” within the meaning of this Item 16A. Mr. Milliken 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 and an Anti-bribery and Corruption
(ABAC) policy 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 and the ABAC policy applies to the Company’s Group CEO, Group CFO, 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 and ABAC policy 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 or the ABAC policy that apply to its Group CEO, Group CFO, 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, 2021, 2020 and 2019:

Audit fees
Audit related fees
Tax fees
Total fees

2021
€M

Year ended March 31,
2020
€M

2019
€M

0.6
0.1
0.1
0.8

0.7
0.0
0.2
0.9

0.5
0.0
0.2
0.7

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 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.

Audit related fees comprise fees for assurance and services related to audit and other attestation services

performed by KPMG as required by statute, regulation or contract and which are not reported under “Audit fees”.

171

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.

All Other Fees

No fees were billed for each of the last two fiscal years for products and services other than above.

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.

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

None.

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

From April 1, 2020 to July 23, 2021 the Company did not buy any ordinary shares.

See “Item 8. Financial Information—Other Financial Information—Share Buyback Program” and “Item 9. The
Offer and Listing—Trading Markets and Share Prices” for further information regarding the Company’s Ordinary Share
buyback 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.

Item 16H. Mine Safety Disclosure

Not applicable.

Item 17. Financial Statements

Not applicable.

PART III

172

Item 18. Financial Statements

RYANAIR HOLDINGS PLC
INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheet of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2021,
March 31, 2020 and March 31, 2019

Consolidated Income Statement of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2021,
March 31, 2020 and March 31, 2019

Consolidated Statement of Comprehensive Income of Ryanair Holdings plc and Subsidiaries for the Years
ended March 31, 2021, March 31, 2020 and March 31, 2019

Consolidated Statement of Changes in Shareholders’ Equity of Ryanair Holdings plc and Subsidiaries for the
Years ended March 31, 2021, March 31, 2020 and March 31, 2019

Consolidated Statement of Cash Flows of Ryanair Holdings plc and Subsidiaries for the Years ended March 31,
2021, March 31, 2020 and March 31, 2019

Notes

Page

174

175

176

177

178

179

173

Non-current assets

Property, plant and equipment
Right of use assets
Intangible assets
Derivative financial instruments
Other assets
Deferred tax

Total non-current assets
Current assets
Inventories
Other assets
Current tax
Assets held for sale
Trade receivables
Derivative financial instruments
Restricted cash
Financial assets: cash > 3 months
Cash and cash equivalents

Total current assets
Total assets

Current liabilities

Provisions
Trade payables
Accrued expenses and other liabilities
Current lease liability
Current maturities of debt
Current tax
Derivative financial instruments

Total current liabilities
Non-current liabilities

Provisions
Trade payables
Derivative financial instruments
Deferred tax
Non-current lease liability
Non-current maturities of debt

Total non-current liabilities
Shareholders’ equity
Issued share capital
Share premium account
Other undenominated capital
Retained earnings
Other reserves

Shareholders’ equity
Total liabilities and shareholders’ equity

Consolidated Balance Sheet

At March 31,

Note

2021
€M

2020
€M

2019
€M

2
3
5
13
7
14

6
7
14
8
9
13
10
13
13

15
11
12
3
13
14
13

15
11
13
14
3
13

16
16

8,361.1
188.2
146.4
111.3
48.7
14.0
8,869.7

3.6
179.8
—
—
18.6
106.0
34.1
465.5
2,650.7
3,458.3
12,328.0

10.3
336.0
1,274.9
52.5
1,725.9
48.1
79.2
3,526.9

47.4
179.9
6.4
272.4
130.6
3,517.8
4,154.5

6.7
1,161.6
3.5
3,232.3
242.5
4,646.6
12,328.0

9,438.0
236.8
146.4
378.5
—
53.6
10,253.3

3.3
178.7
44.5
98.7
67.5
293.2
34.4
1,207.2
2,566.4
4,493.9
14,747.2

43.3
1,368.2
2,589.4
75.0
382.3
—
1,050.0
5,508.2

36.6
—
180.5
353.5
170.9
3,583.0
4,324.5

6.5
738.5
3.5
4,245.0
(79.0)
4,914.5
14,747.2

9,029.6
—
146.4
227.5
—
43.2
9,446.7

2.9
238.0
—
—
59.5
308.7
34.9
1,484.4
1,675.6
3,804.0
13,250.7

—
573.8
2,992.1
—
309.4
31.6
189.7
4,096.6

135.6
—
8.0
460.6
—
3,335.0
3,939.2

6.8
719.4
3.2
4,181.9
303.6
5,214.9
13,250.7

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy
Chairman
July 23, 2021

Michael O’Leary
Group CEO

174

Consolidated Income Statement

Operating revenues

Scheduled revenues
Ancillary revenues

Total operating revenues
Operating expenses

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

Operating (loss)/profit
Other income/(expense)

Finance expense
Finance income
Foreign exchange gain/(loss)
Gain on sale of associate
Share of associate losses

Total other expenses
(Loss)/profit before tax
Tax credit/(expense)

(Loss)/profit for the year – all attributable to equity holders of parent

Basic (loss)/earnings per ordinary share (€)
Diluted (loss)/earnings per ordinary share (€)
Number of weighted average ordinary shares (in Ms)
Number of weighted average diluted shares (in Ms)

Year ended March 31,
2020
€M

2019
€M

2021
€M

1,036.0
599.8
1,635.8

(571.0)
(542.6)
(472.2)
(287.2)
(206.7)
(201.5)
(187.3)
(6.7)
(2,475.2)
(839.4)

(297.1)
16.0
11.8
—
—
(269.3)
(1,108.7)
93.6
(1,015.1)

(0.9142)
(0.9142)
1,110.4
1,110.4

5,566.2
2,928.6
8,494.8

(748.7)
(2,762.2)
(1,106.9)
(1,140.2)
(256.4)
(578.8)
(736.0)
(38.2)
(7,367.4)
1,127.4

(480.1)
21.4
1.6
—
—
(457.1)
670.3
(21.6)
648.7

0.5824
0.5793
1,113.8
1,119.8

5,261.1
2,436.3
7,697.4

(640.5)
(2,427.3)
(984.0)
(1,061.5)
(190.9)
(547.3)
(745.2)
(83.9)
(6,680.6)
1,016.8

(59.1)
3.7
(3.5)
6.0
(15.8)
(68.7)
948.1
(63.1)
885.0

0.7739
0.7665
1,143.6
1,154.6

Note

18
18
18

2 & 3

4
4

23
23
23
23

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy
Chairman
July 23, 2021

Michael O’Leary
Group CEO

175

Consolidated Statement of Comprehensive Income

Year ended March 31,
2020
€M

2019
€M

2021
€M

(1,015.1)

648.7

885.0

(Loss)/profit for the year

Other comprehensive income:

Items that are or may be reclassified subsequently to profit or loss:
Movements in hedging reserve, net of tax:

Effective portion of changes in fair value of cash-flow hedges
Net change in fair value of cash-flow hedges transferred to property, plant and
equipment
Net hedge ineffectiveness and discontinuation transferred to profit or loss
Net other changes in fair value of cash-flow hedges transferred to profit or loss
Net movements in cash-flow hedge reserve

691.1

197.4

325.5

4.8
(147.4)
(225.9)
322.6

—
(353.5)
(229.8)
(385.9)

59.6
—
249.2
634.3

Total other comprehensive income/(loss) for the year, net of income tax
Total comprehensive (loss)/income for the year – all attributable to equity holders of
parent

322.6

(385.9)

634.3

(692.5)

262.8

1,519.3

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy
Chairman
July 23, 2021

Michael O’Leary
Group CEO

176

Consolidated Statement of Changes in Shareholders’ Equity

Issued
Share
Capital

€M

Premium
Account

Retained
Earnings

Other
Undenominated
Capital
€M

Other Reserves

Hedging
€M

Other
Reserves
€M

Balance at March 31, 2018
Adjustment on initial application of IFRS 15 (net of tax)
Adj. balance at April 1, 2018
Profit for the year
Other comprehensive income
Net movements in cash-flow reserve
Total other comprehensive income/(loss)
Total comprehensive income
Transactions with owners of the Company, recognized directly in equity
Share-based payments
Repurchase of ordinary equity shares
Other
Cancellation of repurchased ordinary shares
Balance at March 31, 2019
Adjustment on initial application of IFRS 16 (net of tax)
Adj. balance at April 1, 2019
Profit for the year
Other comprehensive income
Net movements in cash-flow reserve
Total other comprehensive income
Total comprehensive income
Transactions with owners of the Company, recognized directly in equity
Issue of ordinary equity shares
Share-based payments
Repurchase of ordinary equity shares
Other
Cancellation of repurchased ordinary shares
Transfer of exercised and share based awards
Balance at March 31, 2020
Loss for the year
Other comprehensive loss
Net movements in cash-flow reserve
Total comprehensive loss
Transactions with owners of the Company, recognized directly in equity
Issue of ordinary equity shares
Share-based payments
Transfer of exercised and expired share based awards
Balance at March 31, 2021

Ordinary
Shares

1,171.2
—
1,171.2
—

—
—
—

—
—

(37.8)
1,133.4
—
1,133.4
—

—
—
—

3.0
—
—
—
(47.2)
—
1,089.2
—

—
—

38.9
—

1,128.1 —

7.0
—
7.0
—

—
—
—

—
—

(0.2)
6.8
—
6.8
—

—
—
—

—
—
—
—
(0.3)
—
6.5
—

—
—

0.2
—
—
6.7

€M
719.4
—
719.4
—

—
—
—

—
—

—
719.4
—
719.4
—

—
—
—

19.1
—
—
—
—
—
738.5
—

€M

4,077.9
(249.4)
3,828.5
885.0

—
—
885.0

—
(560.5)
28.9
—
4,181.9
(9.7)
4,172.2
648.7

—
—
648.7

—
—
(580.5)
0.9
—
3.7
4,245.0
(1,015.1)

—
—

—
(1,015.1)

423.1
—
—
1,161.6

(2.3)
—
4.7
3,232.3

3.0
—
3.0
—

—
—
—

—
—

0.2
3.2
—
3.2
—

—
—
—

—
—
—
—
0.3
—
3.5
—

—
—

—
—
—
3.5

(359.7)
—
(359.7)
—

634.3
634.3
634.3

—
—

—
274.6
—
274.6
—

(385.9)
(385.9)
(385.9)

—
—
—
—
—
—
(111.3)
—

322.6
322.6

—
—
—
211.3

Total
€M

4,468.9
(249.4)
4,219.5
885.0

634.3
634.3
1,519.3

7.7
(560.5)
28.9
—
5,214.9
(9.7)
5,205.2
648.7
—
(385.9)
(385.9)
262.8
—
19.1
7.0
(580.5)
0.9
—
—
4,914.5
(1,015.1)

21.3
—
21.3
—

—
—
—

7.7
—

—
29.0
—
29.0
—

—
—
—

—
7.0
—
—
—
(3.7)
32.3
—

—
—

322.6
(692.5)

—
3.6
(4.7)
31.2

421.0
3.6
—
4,646.6

The accompanying notes are an integral part of the consolidated financial statements.

177

Consolidated Statement of Cash Flows

Operating activities

(Loss)/profit after tax
Adjustments to reconcile profit after tax to net cash provided by operating
activities
Depreciation
(Increase)/decrease in inventories
Tax (credit)/expense on (loss)/profit
Share-based payments
Decrease/(increase) in trade receivables
Increase/(decrease) in other assets
Decrease/(increase) in trade payables
(Decrease)/increase in accrued expenses & other liabilities
(Decrease) in other creditors
(Decrease) in provisions
Decrease/(increase) in finance income
(Decrease) in finance expense
Gain on sale of associate
Share of associate losses
Hedge ineffectiveness/foreign exchange
Income tax refunded/(paid)

Net cash (used in)/provided by operating activities
Investing activities

Capital expenditure - purchase of property, plant and equipment
Supplier reimbursements for property, plant and equipment
Proceeds from sale of property, plant and equipment
Decrease/(increase) in restricted cash
Decrease in financial assets: cash > 3 months
Acquisition of subsidiary (net of cash acquired)
Investment in associate

Net cash provided by/(used in) investing activities
Financing activities

Shareholder returns (net of tax)
Net proceeds from shares issued
Proceeds from borrowings
Repayments of borrowings
Lease liabilities paid

Net cash provided by/(used in) financing activities
Increase in cash and cash equivalents
Net foreign exchange differences
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Year ended March 31,
2020

2019

2021

Restated*

Note

€M

(1,015.1)

648.7

885.0

2 & 3
6
14
19
9

4
4

13
13

571.0
(0.3)
(93.6)
3.6
48.9
(3.5)
(407.6)
(1,318.8)
—
(21.9)
—
(3.7)
—
—
(294.1)
87.1
(2,448.0)

(294.7)
377.6
112.1
0.3
741.7
—
—
937.0

—
421.0
2,228.6
(950.3)
(76.8)
1,622.5
111.5
(27.2)
2,566.4
2,650.7

748.7
(0.4)
21.6
7.0
(8.1)
61.9
15.2
(401.4)
—
(55.7)
2.9
—
—
—
407.2
(120.5)
1,327.1

(578.8)
—
—
0.5
277.2
—
—
(301.1)

(580.5)
19.1
750.0
(408.1)
(67.5)
(287.0)
739.0
151.8
1,675.6
2,566.4

640.5
0.8
63.1
7.7
(1.9)
(2.1)
66.0
198.6
(2.8)
(2.5)
(0.5)
(1.5)
(6.0)
15.8
—
(100.9)
1,759.3

(1,288.5)
—
—
(0.3)
646.1
(86.5)
(15.0)
(744.2)

(531.6)
—
99.9
(422.8)
—
(854.5)
160.6
—
1,515.0
1,675.6

Included in the cash flows from operating activities for the year are the following
amounts:

Interest income received
Interest expense paid

0.2
(59.2)

24.4
(74.3)

3.2
(60.6)

The accompanying notes are an integral part of the consolidated financial statements.

* Includes amendments to trade payables and capital expenditure. See note 1 (vi) for further detail.

178

Notes forming part of the Consolidated Financial Statements

1. Basis of preparation and significant accounting policies

The accounting policies applied in the preparation of the consolidated financial statements for fiscal year 2021

are set out below. These have been applied consistently for all periods presented, except as otherwise stated.

(i) Business activity

Ryanair DAC and its subsidiaries (“Ryanair DAC”) 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 DAC. 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”, the “Company”, the “Ryanair Group”, or the “Group”) and
currently operate a low fares airline Group headquartered in Dublin Office, Airside Business Park, Swords, Dublin, Ireland.
Ryanair Holdings plc incorporated Buzz during the year ended March 31, 2018; it acquired Lauda and set-up Ryanair U.K.
during the year ended March 31, 2019 and Malta Air during the year ended March 31, 2020. The principal trading activities
of the Group are undertaken by Buzz, Lauda, Malta Air and Ryanair DAC.

(ii) 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, 2021. 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 Act 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.

(iii) 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 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.

In adopting the going concern basis in preparing the financial statements, the Directors have considered
Ryanair’s available sources of finance including access to the capital markets, sale and leaseback transactions, secured
debt structures, the Group’s cash on-hand and cash generation and preservation projections, together with factors likely
to affect its future performance, as well as the Group’s principal risks and uncertainties.

The Covid-19 pandemic and measures to reduce its spread have had, and will likely continue to have, a material
adverse impact on the Group’s business, results of operations, financial condition and liquidity. Since February 2020,
governments globally have implemented a range of travel restrictions including lockdowns, “do not travel” advisories,
restrictions on travel from certain international locations, enhanced airport screenings, mandatory quarantine
requirements, mandatory pre-travel PCR test requirements and other similar measures. Other governmental restrictions

179

and regulations in the future in response to Covid-19 could include additional travel restrictions, quarantines of additional
populations (including the Group’s personnel), restrictions on our ability to access our facilities or aircraft or
requirements to collect additional passenger data. In addition, governments, non-governmental organizations and
entities in the private sector have issued and may continue to issue non-binding advisories or recommendations
regarding air travel or other social distancing measures, including limitations on the number of persons that should be
present at public gatherings. In addition, Ryanair has incurred, and will continue to incur, significant Covid-19 related
costs for enhanced aircraft cleaning and additional procedures to limit transmission among its personnel and customers.
Although these procedures are currently elective, the industry may in the future be subject to further cleaning and safety
measures, which may be costly and take a significant amount of time to implement. These measures, individually and
combined, could have a material adverse impact on the Group’s business.

The full extent of the ongoing impact of Covid-19 on the Group’s longer-term operational and financial
performance will depend on future developments, many of which are outside its control, including the duration and
spread of Covid-19 and related EU Governments travel advisories and restrictions, the impact of Covid-19 on overall
long-term demand for air travel, the impact of Covid-19 on the financial health and operations of the Group’s business
partners (particularly Boeing), and other governmental actions including the roll-out of Covid-19 vaccines, all of which
are highly uncertain and cannot be predicted.

The Group has taken a number of actions in response to decreased demand and EU flight restrictions, including
grounding a substantial portion of its fleet, reducing flight schedules and reducing capital and operating expenditures
(including by postponing projects deemed non-critical to the Group's operations, cancelling share buybacks,
implementing restructurings and freezing discretionary spending, and renegotiating contractual terms and conditions
(including salaries) with personnel, airports and vendors).

The Directors have reviewed the financial forecasts across a range of scenarios. Ryanair has modeled a base
case of how the business plans to return to operation as travel restrictions are lifted across Europe, and this assumes a
phased return to its flight schedule. In Quarter 2 of fiscal year 2022, the Group expects to operate approximately 83% of
its pre Covid-19 schedules. Ryanair is forecasting traffic of between 90m and 100m guests in the year ending March 31,
2022. The Group has also considered ongoing cost reductions, the projected increase in bookings upon the widespread
rollout of Covid-19 vaccines during 2021, and potential cost preservation measures. However, there remains a risk that
multiple waves of the pandemic could lead to further travel restrictions being imposed. Accordingly, Ryanair has also
modeled downside scenarios based on further waves of the pandemic. These downside scenarios include combinations
of a decrease in yield, additional grounding periods, adverse variations in fuel price, and unfavorable foreign exchange
rate movements.

As at June 30, 2021, the Group had a strong liquidity position with cash of over €4bn and net debt of €1,662m
down approximately €615m from March 31, 2021. The Group raised €1.2bn in unsecured 5-year financing at a fixed
coupon of 0.875% in May 2021 and has the ability to raise additional financing at low interest rates if needed. This level
of cash, together with available sources of finance, is sufficient to cover the Group’s projected cash requirements for
operating expenses, capital expenditure (primarily related to the acquisition of new Boeing 737-8200 aircraft),
repayments of indebtedness and payment of corporation tax liabilities as they fall due, within at least the next 12 month
period. Furthermore, as at July 23, 2021, Ryanair has 378 unencumbered, owned aircraft (just under 90% of its owned
fleet) and a BBB credit rating (from both Standard & Poor’s and Fitch Ratings).

Based on the assessment of the adequacy of the financial forecasts, testing various scenarios and considering
the uncertainties described above, and current funding facilities outlined, the Directors have formed a judgement, 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 a period of at least twelve months from the date
of approval of the financial statements and that there were no material uncertainties that may cast significant doubt on

180

the Group’s ability to continue as a going concern. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.

(iv) New IFRS standards adopted during the year

The following new and amended standards, have been issued by the IASB, and have also been endorsed by the
EU. These standards are effective for the first time for the financial year beginning on April 1, 2020 and therefore have
been applied by the Group for the first time in these consolidated financial statements:

•
•
•
•
•
•

Amendments to References to Conceptual Framework in IFRS Standards
Definition of Material (Amendments to IAS 1 and IAS 8)
Definition of a Business (Amendments to IFRS 3)
Interest Rate Benchmark Reform – Phase 1 (Amendments to IFRS 9, IAS 39 and IFRS 7)
Covid-19-Related Rent Concessions (Amendments to IFRS 16)

Extension of the temporary exemption from applying IFRS 9 (amendments to IFRS 4)

The calculation methodology of EURIBOR changed during 2019. In July 2019, the Belgian Financial Services and
Markets Authority granted authorization with respect to EURIBOR under the European Union Benchmarks regulation.
This allows market participants to continue to use EURIBOR for both existing and new contracts and the Group expects
that EURIBOR will continue to exist as a benchmark for the foreseeable future. The Group has evaluated the extent to
which its cashflow hedging relationships are subject to uncertainty driven by IBOR reform. The Group’s hedged items
and hedging instruments continue to be indexed to EURIBOR and as such there is no impact on the Group’s financial
position or performance. These benchmark rates are quoted each day and the IBOR cash flows are exchanged with
counterparties as usual.

The Group has early adopted COVID-19-Related Rent Concessions – Amendment to IFRS 16 issued on May 28,
2020. The amendment introduces an optional practical expedient for leases in which the Group is a lessee – i.e. for
leases to which the Group applies the practical expedient, the Group is not required to assess whether eligible rent
concessions that are a direct consequence of the Covid-19 pandemic are lease modifications. The Group has applied
the amendment retrospectively. The amendment has no impact on retained earnings at April 1, 2020.

The adoption of these new or amended standards did not have a material impact on the Group’s financial

position or results from operations in the year ended March 31, 2021.

(v) Prospective IFRS accounting changes, new standards and interpretations not yet effective

The following new or revised IFRS standards and IFRIC interpretations will be adopted for the purposes of the
preparation of future financial statements, where applicable. Those that are not as of yet EU endorsed are flagged. While
under review, we do not anticipate that the adoption of the other new or revised standards and interpretations will have
a material impact on our financial position or results from operations.

•

Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
(effective for periods beginning on or after January 1, 2021)

• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods beginning on

or after January 1, 2022)*

• Annual Improvements to IFRS Standards 2018-2020 (effective for periods beginning on or after January 1, 2022)

181

• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods

beginning on or after January 1, 2022)*

•

Reference to the Conceptual Framework (Amendments to IFRS 3) (effective for periods beginning on or after
January 1, 2022)*

• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (effective for periods beginning

on or after January 1, 2023)*

•

IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts (effective for periods beginning
on or after January 1, 2023)*

• Amendments to IAS 8 – Definition of Accounting Estimates (effective for fiscal periods beginning on or after

January 1, 2023)*

• Amendments to IFRS 16 – Covid-19 Related Rent Concessions Beyond June 30, 2021 (effective for fiscal periods

beginning or after April 1, 2021)*

• Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policy (effective for fiscal

periods beginning on or after January 1, 2023)*

• Definition of Accounting Estimate (Amendments to IAS 8) (effective for fiscal periods beginning on or after

January 1, 2023)*

• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single

Transaction (effective for fiscal periods beginning on or after January 1, 2023)*

*These standards or amendments to standards are not as of yet EU endorsed.

(vi) Statement of Cash Flows restatement

Operating cash inflows and investing cash outflows for the year ended March 31, 2020 and 2019 have been

restated. They have been reduced by €617m (2019: €258m) to reflect accrued supplier payables which had previously

been presented as capital expenditure in the consolidated cash flows. Accrued supplier payables were originally

presented as cash flows relating to capital expenditure but were subsequently included as an adjustment to trade

payables as they have not been paid and do not constitute actual cash flows.

There is no impact on the Group’s consolidated balance sheet, consolidated income and basic and diluted

earnings per share for the years ended March 31, 2020 or March 31, 2019.

(vii) 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 recognized 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

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uncertainty have been set forth in the critical accounting policies section below. Actual results may differ from
estimates.

The Group 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, 2021, Ryanair had €8.4bn of property, plant and equipment long-lived assets, of which €8.2bn
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, the cost of major airframe and engine overhaul 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 and the cost of major airframe and engine
overhaul, Ryanair has primarily relied on its own and industry experience, recommendations from the Boeing Company
(“Boeing”), the manufacturer of all of the Group's owned 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
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.
Despite the losses and cash outflows incurred in the current year as a result of the impact of Covid-19, Ryanair is
forecasting a return to profitability and positive cash flows in 2022 and subsequent years. Consequently, Ryanair has
not yet identified any impairments related to its existing aircraft fleet. The Group will continue to monitor its long-lived
assets and the general airline operating environment.

The Group'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.

Derivative financial instruments

Ryanair recognizes all derivative instruments as either assets or liabilities in its consolidated balance sheet and
measures them at fair value. At March 31, 2021, a liability of €46m (2020: net liability €1,228m) was recognized on-
balance sheet in respect of the Company’s jet fuel and carbon commodity derivative instruments and an asset of €171m

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(2020: net asset €486m) was recognized in respect of its foreign currency derivative instruments associated with future
aircraft purchases.

Jet fuel and foreign currency forward contracts are designated as a hedge of the variability in cash flows
of highly probable forecasted transactions, whereby the effective part of any gain or loss on the derivative financial
instrument is recognized in other comprehensive income (included in “other reserves” on the balance sheet).

In determining the hedge effectiveness of derivative instruments used to hedge Ryanair’s fuel requirements,
there is significant judgement involved in assessing whether the volumes of jet fuel hedged are still expected to be highly
probable forecast transactions. Specifically, significant judgement is required in respect of the assumptions related to
the timing of the removal of flight restrictions imposed by governments relating to the Covid-19 pandemic, the expected
recovery of passenger demand and the subsequent flight schedules. All of these assumptions impact upon forecast
fuel consumption, and minor changes to these assumptions, in particular for those forecast transactions that are still
probable to occur, could have a significant effect on the assessment of hedge effectiveness.

In Quarter 2 of fiscal year 2022, the Group expects to operate approximately 83% of its pre Covid-19 schedules,

with further growth into the winter.

In respect of foreign currency hedge effectiveness for future aircraft purchases, there is a high degree of
judgement involved in assessing whether the future aircraft payments are still considered highly probable of occurring,
and the timing of these future payments for aircraft. The timing of future payments for aircraft is dependent on the
aircraft manufacturer’s ability to meet forecast aircraft delivery schedules. The company took delivery of its first Boeing
737-8200 aircraft in June 2021 and expects to have received 12 Boeing 737-8200s during Summer 2021, with a further
50 aircraft delivering in advance of Summer 2022.

(viii) Basis of consolidation

The consolidated financial statements comprise the financial statements of Ryanair Holdings plc and its
subsidiary undertakings as of March 31, 2021. 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 unrealized 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.

(iv) Summary of significant accounting policies

Accounting for assets held for sale

Non-current assets are classified as held for sale if it is highly probable that they will be recovered primarily
through sale rather than through continuing use. Such assets are generally measured at the lower of their carrying
amount and fair value less costs to sell. Impairment losses on initial classification as held for sale or held for distribution
and subsequent gains and losses on re-measurement are recognized in the income statement. Once classified as held
for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-
accounted investee is no longer equity accounted.

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Accounting for business combinations

Business combinations are accounted for using the acquisition method from the date that control is transferred
to the Group. Under the acquisition method, consideration transferred is measured at fair value on the acquisition date,
as are the identifiable assets acquired and liabilities assumed. When the initial values of assets and liabilities in a
business combination have been determined provisionally, any subsequent adjustments to the values allocated to the
identifiable assets and liabilities (including contingent liabilities) are made within twelve months of the acquisition date
and presented as adjustments to the original acquisition accounting. Acquisition related costs are expensed in the
period incurred.

Accounting for subsidiaries

Subsidiaries are all entities controlled by the Group. The Group controls an entity when it is exposed to (has
rights to) variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. The results of subsidiary undertakings acquired during the year are included in the consolidated income
statement from the date at which control of the entity was obtained. They continue to be included in the consolidated
income statement until control ceases.

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 recognized in profit or loss, except for
differences arising on qualifying cash-flow hedges, which are recognized in other comprehensive income.

Segment reporting

The Group determines and presents operating segments based on the information that is provided internally to

the Group CEO, who is the Chief Operating Decision Maker (CODM).

The Group currently comprises four key separate airlines, Buzz, Lauda, Malta Air and Ryanair DAC. Ryanair U.K.

has only two aircraft on its register at this time and is included in the Ryanair DAC segment.

Historically, the Group was managed as a single business unit and was reported as a single reportable segment.
A new group structure was announced in February 2019 and became effective in fiscal year 2020, comprising primarily
four separate airlines: Buzz, Lauda, Malta Air and Ryanair DAC. Accordingly, in line with the revised management and
organizational structures of the businesses, the Group changed the basis of segmentation to identify each of the airlines
as a separate operating segment.

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The CODM assessed the performance of the business based on the profit/(loss) after tax of each airline for the
reporting period. Resource allocation decisions for all airlines are based on airline performance for the relevant period,
the objective in making resource allocation decisions is to optimize consolidated financial results.

In fiscal year 2021, Ryanair DAC and Malta Air are reportable segments for financial reporting purposes. Buzz
and Lauda do not exceed the quantitative thresholds for reporting purposes and accordingly have been presented on an
aggregate basis.

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, gain on sale of associates and share
of associate losses.

Property, plant and equipment

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less
accumulated depreciation and accumulated impairment losses. 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 capitalized, 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
capitalization.

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

3.33 to 5%
20 to 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 737s

Number of Owned Aircraft
at March 31, 2021
419 (a)

Useful Life
23 years from date
of manufacture

Residual Value

15% of current market value of

new aircraft, determined
periodically

(a) The Group operated 451 aircraft as of March 31, 2021, of which 3 were leased Boeing 737 aircraft and 29 were leased Airbus A320 aircraft.

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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 amortized over the shorter of the period to the next maintenance check (usually between 8 and 12 years
for Boeing 737 aircraft) or the remaining life of the aircraft. The costs of subsequent major airframe and engine
maintenance checks are capitalized and amortized over the shorter of the period to the next check or the remaining life
of the aircraft.

Advance and option payments in respect of aircraft purchase commitments and options to acquire aircraft are
recorded at cost and are initially recognized in Trade Payables prior to payment. On acquisition of the related aircraft,
these payments are included as part of the cost of aircraft and are depreciated from that date. Where the company
receives reimbursements from the supplier they are reflected as a reduction in the cost of the asset.

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 recognized 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 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. Lauda’s A320 lease agreements typically have a term of up to five
years which, due to their older age, aligns with the timing of their heavy maintenance checks.

Ryanair’s Boeing aircraft lease agreements typically have a term of seven or eight years, which closely correlates
with the timing of heavy maintenance checks. The contractual obligation to maintain and replenish aircraft held under
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.

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Intangible assets - landing rights

Intangible assets acquired are recognized 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 capitalized at fair value at that date and are not amortized, 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.

Other financial assets

Other financial assets comprise cash deposits of greater than three months’ maturity. All amounts are
categorized as amortized cost (prior years: “loans and receivables”) and are recognized initially at fair value and then
subsequently are measured at amortized 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 minimize 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
neutralized completely.

Derivative financial instruments are recognized 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 derivative financial instruments entered into by the Group are not subject to offsetting, enforceable master
netting arrangements.

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.

The Group has elected not to adopt the new general hedge accounting model in IFRS 9 and continues to hedge
account in accordance with IAS 39. Where a derivative financial instrument is designated as a hedge of the variability in
cash flows of a recognized asset or liability or a highly probable forecasted transaction, the effective part of any gain or
loss on the derivative financial instrument is recognized in other comprehensive income (included in “other reserves” 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
recognized 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 recognized in the income statement immediately.

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 recognized

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in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to
take place, the cumulative unrealized gain or loss recognized in other comprehensive income is recognized in the income
statement immediately.

Where a derivative financial instrument hedges the changes in fair value of a recognized asset or liability or an
unrecognized firm commitment, any gain or loss on the hedging instrument is recognized 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 recognized
in the income statement.

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is based on invoiced price on an average
basis for all stock categories. Net realizable 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 amortized 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 categorized for measurement purposes as

amortized cost (prior years “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 but less than one year are recognized as short-term investments,
are measured at amortized cost (prior years “loans and receivables”) and are carried initially at fair value and then
subsequently at amortized 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
amortized cost, using the effective interest yield methodology.

Leases

The Group has early adopted Covid-19-Related Rent Concessions - Amendment to IFRS 16 issued on May 28,
2020. The amendment introduces an optional practical expedient for leases in which the Group is a lessee - i.e. for
leases to which the Group applies the practical expedient, the Group is not required to assess whether eligible rent
concessions that are a direct consequence of the Covid-19 pandemic are lease modifications. The Group has applied
the amendment retrospectively. The amendment has no impact on retained earnings at April 1, 2021.

The Group applies the practical expedient consistently to contracts with similar characteristics and in similar
circumstances. For rent concessions in leases to which the Group chooses not to apply the practical expedient, or that
do not qualify for the practical expedient, the Group assesses whether there is a lease modification.

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Accounting policy applied from April 1, 2019 (IFRS 16 Leases, or IFRS 16)

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or
contains a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
uses the definition of a lease in IFRS 16.

Right of use assets and lease liabilities are recognized based on the present value of the future minimum lease
payments over the lease term at commencement date. In determining the net present value of lease payments, the
Group uses its incremental borrowing rate based on information available at the lease commencement date. The right
of use asset is initially measured at cost, which compromises the initial amount of the lease liability adjusted for lease
payments made at or before the commencement date, plus any initial direct costs incurred.

The Group recognizes a depreciation charge for right of use assets on a straight-line basis over the lease term
within depreciation expenses, and an interest expense on lease liabilities within finance expenses in the Group’s
consolidated income statement. In addition, the right of use asset is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.

The lease liability is measured at amortized cost using the effective interest method. The interest rate implicit
in the lease cannot be readily determined, and therefore the incremental borrowing rate of the Group has been used. The
incremental borrowing rate is determined by reference to the borrowing rate the Group would be offered if it took out a
securitized loan from a third party financial institution for a similar amount and similar period. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment
of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease
payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right of use asset or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced
to zero.

The Group has lease agreements for aircraft with lease and non-lease components, which the Group has elected

to account for as a single lease component.

The Group has elected to take the short-term lease exemption and, therefore, does not recognize a right of use
asset or corresponding liability for lease arrangements with an original term of 12 months or less. Lease payments
associated with short-term leases are recognized in the Group’s consolidated income statement on a straight-line basis
over the lease term.

The Group has elected to take the low value lease exemption and, therefore, does not recognize a right of use
asset or corresponding liability for lease arrangements for which the underlying value is of low value. Lease payments
associated with these leases are recognized in the Group’s consolidated income statement on a straight-line basis over
the lease term.

Accounting policy applied up until March 31, 2019 (IAS 17 Leases, or IAS 17)

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 capitalized 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

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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 recognized 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.

Provisions and contingencies

A provision is recognized 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, the Company develops estimates in consultation with internal and external legal
counsel taking into account the relevant facts and circumstances known to the Group. The factors that the Company
considers in developing 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.

Revenues

Scheduled revenues comprise the invoiced value of airline and other services, net of government taxes. Revenue

from the sale of flight seats is recognized in the period in which the flight 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.

A refund liability is recognized for consideration received or receivable if the Group expects to refund some, or
all, of the consideration to the customer. This is included in accrued expenses and other liabilities, separate to the
unearned revenue liability, as it does not constitute deferred revenue.

Ancillary revenues are recognized when performance obligations have been satisfied. The majority of ancillary
services are related to passenger travel and accordingly are recognized in the period in which the flight service is
provided.

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Share-based payments

The Company engages in equity-settled, share-based payment transactions in respect of services received from
certain 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 recognized 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 recognized 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.

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.

Government grants

Grants that compensate the Company for related expenses incurred are recognized in the income statement on

a systematic basis in the periods in which the related expenses are recognized in staff costs.

During the year ended March 31, 2021, many European countries in which the Ryanair Group operates made
available payroll support schemes. The Group utilized a number of these employment retention schemes to protect jobs
within the Group. These schemes were a mix of short term Covid-19 specific programs and long-term schemes linked
to social security that existed pre Covid-19. The total amount of payroll supports received by the Group under the various
schemes amounted to approximately €84M and are offset against staff costs in the Consolidated Income Statement.
In April 2020, the Group raised £600M unsecured debt for general corporate purposes under the HMT and Bank of
England CCFF. The 0.44% interest rate was the prevailing rate for strong BBB rated companies. This debt was
subsequently extended in March 2021 for a further 12 months at a 0.46% interest rate.

Taxation

Income tax on the profit or loss for the year comprises current and deferred tax. It is recognized in the income
statement except to the extent that it relates to items recognized directly in equity or other comprehensive income
(“OCI”). The Group has determined that the interest and penalties related to income taxes, including uncertain tax
treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 - Provisions,
Contingent Liabilities and Contingent Assets.

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Current Tax

Current tax comprises the expected tax payable and receivable on the taxable income or loss for the year and
any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to
income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax
also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred Tax

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.

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 recognized to the extent that it is probable that future taxable profits will be available
against which temporary differences can be utilized. 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 realized.

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

Social insurance, passenger taxes and sales taxes

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.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary
shares and share options are recognized as a deduction from equity, net of any tax effects. When share capital
recognized as equity is repurchased, the amount of consideration paid, which includes any directly attributable costs,
net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares
and are presented as a deduction from total equity, until they are canceled.

Dividend distributions are recognized as a liability in the period in which the dividends are declared by the

Company’s shareholders.

193

2. Property, plant and equipment

Year ended March 31, 2021
Cost

At March 31, 2020
Additions in year
Supplier Reimbursements*
Contractual amendments*
Disposals in year
At March 31, 2021

Depreciation

At March 31, 2020
Charge for year
Eliminated on disposal
At March 31, 2021

Net book value

At March 31, 2021

Year ended March 31, 2020
Cost

At March 31, 2019
Additions in year
Disposals in year
Transfer to assets held for sale
At March 31, 2020

Depreciation

At March 31, 2019
Charge for year
Eliminated on disposal
At March 31, 2020

Net book value

At March 31, 2020

Year ended March 31, 2019
Cost

At March 31, 2018
Additions in year
Disposals in year
At March 31, 2019

Depreciation

At March 31, 2018
Charge for year
Eliminated on disposal
At March 31, 2019

Net book value

At March 31, 2019

Aircraft
€M

Hangar and Plant and
Equipment

Buildings

€M

Fixtures and Motor

Fittings
€M

Vehicles
€M

Total
€M

13,278.9
274.4
(377.6)
(496.9)
(83.7)
12,595.1

4,009.9
476.0
(83.7)
4,402.2

8,192.9

107.4
16.7
—
—
—
124.1

29.7
4.3
—
34.0

90.1

127.8
4.1
—
—
—
131.9

50.6
14.3
—
64.9

67.0

80.7
4.5
—
—
—
85.2

67.1
7.4
—
74.5

10.7

5.0
0.3
—
—
—
5.3

4.5
0.4
—
4.9

0.4

13,599.8
300.0
(377.6)
(496.9)
(83.7)
12,941.6

4,161.8
502.4
(83.7)
4,580.5

8,361.1

Aircraft
€M

Hangar and Plant and
Equipment

Buildings

€M

Fixtures and Motor

Fittings
€M

Vehicles
€M

Total
€M

12,629.2
1,160.8
(412.4)
(98.7)
13,278.9

3,716.7
665.0
(371.8)
4,009.9

9,269.0

78.1
29.3
—
—
107.4

26.1
3.6
—
29.7

77.7

87.9
39.9
—
—
127.8

38.2
12.4
—
50.6

77.2

74.3
6.5
(0.1)
—
80.7

59.5
7.7
(0.1)
67.1

13.6

4.5
0.5
—
—
5.0

3.9
0.6
—
4.5

0.5

12,874.0
1,237.0
(412.5)
(98.7)
13,599.8

3,844.4
689.3
(371.9)
4,161.8

9,438.0

Aircraft
€M

Hangar and Plant and
Equipment

Buildings

€M

Fixtures and Motor

Fittings
€M

Vehicles
€M

Total
€M

11,303.5
1,485.2
(159.5)
12,629.2

3,251.3
624.9
(159.5)
3,716.7

82.7
2.4
(7.0)
78.1

29.5
3.6
(7.0)
26.1

8,912.5

52.0

40.7
47.2
—
87.9

32.9
5.3
—
38.2

49.7

62.7
11.7
(0.1)
74.3

53.3
6.3
(0.1)
59.5

14.8

4.3
0.2
—
4.5

3.5
0.4
—
3.9

0.6

11,493.9
1,546.7
(166.6)
12,874.0

3,370.5
640.5
(166.6)
3,844.4

9,029.6

194

*In December 2020, the Group revised its 2014 agreement with Boeing to increase its firm orders with Boeing
from 135 to 210. The terms of this agreement are confidential, but it sets out a restructured payment schedule over the
delivery period from June 2021 to December 2024. This has resulted in a reversal of certain pre-delivery trade payables
of approximately €497m and the related amount capitalized into PPE. In addition, the €378m reimbursements related to
reasonable, and fair, compensation agreed with Boeing for the 2-year delivery delay of the Boeing 737-8200 aircraft is
recorded as a reduction in PPE.

At March 31, 2021, the cost and net book value of aircraft included advance payments on aircraft, net of
reimbursements, of approximately €507m (2020: €1,329m; 2019: €711m). Such amounts are not depreciated. The cost
and net book value also includes capitalized aircraft maintenance, aircraft simulators and the stock of rotable spare
parts.

At March 31, 2021, aircraft with a net book value of €950m (2020: €1,337m; 2019: €2,395m) were mortgaged to
lenders as security for loans. Under the security arrangements for the Company’s Ex-Im financed Boeing 737-800 “next
generation” aircraft, the Company does not hold legal title to those aircraft while these loan amounts remain outstanding.

The net book value of leased assets classified as property, plant and equipment (see note 3) at March 31, 2021,

2020 and 2019 was €nil, €132m and €198m, respectively.

195

Right of use assets & lease liabilities

Leases under IFRS 16 recognized in Profit and Loss

Interest on lease liabilities
Depreciation charge
Expenses relating to short-term leases
Lease charge for year end

Leases under IAS 17
Lease expense

Right of use-assets
Balance at beginning of year
Depreciation charge for the year
Additions
Modification of leases
Balance at end of year
Net book value of leased assets classified as property, plant and equipment (note 2)
Total right of use assets at end of year

Lease Liabilities
Balance at beginning of year
Additions
Financing cash outflows from lease liabilities
Interest expense
Modification of leases
Exchange movements
Balance at end of year
Present value of future minimum lease payments classified as debt
Total lease liabilities at end of year

Lease Liabilities
Current lease liability
Non-current lease liability
Total lease liabilities at end of year

Year ended March 31,
2020
2021
€M
€M

4.6
68.6
6.7
79.9

5.6
59.4
38.2
103.2

Year ended March 31, 2019

€M

83.9

At March 31,

2021

2020

236.8
(68.6)
27.9
(7.9)
188.2
—
188.2

130.7
(59.5)
166.1
(0.5)
236.8
132.0
368.8

At March 31,

2021

2020

245.9
27.9
(76.8)
4.6
(2.7)
(15.8)
183.1
—
183.1

140.4
166.1
(67.5)
5.6
—
1.3
245.9
172.0
417.9

At March 31,

2021

2020

52.5
130.6
183.1

75.0
170.9
245.9

A maturity analysis of our lease liabilities as at March 31, 2021 has been disclosed within Note 13.

The Group negotiated rent concessions with its lessors for some of its aircraft leases as a result of the severe
impact of the Covid-19 pandemic during fiscal year 2021. The Group applied the practical expedient for Covid-19-related
rent concessions consistently to eligible rent concessions.

The amount recognized in profit or loss for the reporting period to reflect changes in lease payments arising
from rent concessions to which the Group has applied the practical expedient for Covid-19-related rent concessions is
€nil (2020: €nil, 2019: €nil).

196

Business combinations

Acquisition of a Subsidiary

In April 2018, the Company purchased a 24.9% stake in Lauda for €15m consideration. This investment was
accounted for using the equity method. In August 2018, the Company acquired a further 50.1% of the shares and voting
interests in Lauda. As a result, the Group’s equity interest increased from 24.9% to 75%, with a put option over the
remaining 25%. From this date, the Group had a controlling interest and Lauda has been accounted for as a consolidated
subsidiary. In December 2018, the Company subsequently exercised the put option and increased its holding in Lauda
to 100%.

As part of purchase accounting, Ryanair recognized a gain on sale of associate of €6m within the consolidated
income statement. The put option over the remaining 25% ownership interest in Lauda was accounted for under the
anticipated acquisition method i.e. the 25% residual interest was deemed to have been acquired at the date of
acquisition and the financial liability arising from the put option was included in the consideration transferred at its fair
value of €6m (see table below). Lauda provided the Group access to valuable landing slots at slot constrained airports
in Germany, Austria and Spain.

The following table summarizes the fair value of assets acquired, and liabilities assumed at the date of

acquisition of control and the consideration transferred to acquire control of Lauda.

Consideration transferred and assets and liabilities assumed

Consideration:

Fair value of cash consideration
Fair value of put option for remaining 25% of Lauda
Fair value of existing 24.9% equity interest
Settlement of pre-existing loans

Net assets acquired:
Intangible assets
Cash and cash equivalents
Trade receivables
Inventories
Property, plant and equipment
Other assets
Accrued expenses and other liabilities
Trade payables
Current tax

Year ended
March 31,

2019
€M

26.0
6.0
6.0
60.5
98.5

99.6
7.0
38.5
3.4
1.4
0.1
(42.1)
(9.1)
(0.3)
98.5

The excess of the purchase consideration over the acquired assets and assumed liabilities, was entirely
attributable to the value of identifiable intangible assets acquired, being the landing slots. Accordingly, no goodwill was
recognized in respect of the Lauda acquisition. Further, no contingent liabilities were recognized in respect of the Lauda
acquisition.

In the year ended March 31, 2019, Lauda contributed revenue of approximately €135m and an operating loss of
approximately €173m to the Group’s results. Ryanair also recognized approximately €16m in share of losses in
associate prior to consolidation of Lauda in August 2018, and recognized a deferred tax credit of approximately €43m
relating to the recognition of a deferred tax asset in respect of Lauda’s post-acquisition losses.

197

Intangible assets

Landing rights

Balance at beginning of year
Acquisition through business combination (note 4)
Balance at end of year

2021
€M

At March 31,
2020
€M

146.4
—
146.4

2019
€M

46.8
99.6
146.4

Landing slots were acquired with the acquisition of Buzz Stansted Limited in April 2003 and Lauda in fiscal year

2019.

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 amortized. 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, including
an estimate of the impact of the travel restrictions imposed by Covid-19 at the reporting date. 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 11.5% for 2021, 9% for 2020 and 6% for
2019.

6. Inventories

Consumables

7. Other assets

Prepayments*
Interest receivable

2021
€M

At March 31,
2020
€M

2019
€M

3.6

3.3

2.9

2021
€M

228.5
—
228.5

At March 31,
2020
€M

176.4
2.3
178.7

2019
€M

237.2
0.8
238.0

*Included in prepayments are amounts due after 1 year of approximately €49m (2020: €nil; 2019: €nil).

8. Assets held for sale

In August 2019, the Company entered into an agreement to sell 10 Boeing 737NG aircraft for delivery in fiscal
year 2020 and 2021. 3 of these aircraft were sold in the year ended March 31, 2020. The remaining 7 aircraft were sold
in the year ended March 31, 2021 resulting in a gain of just over €13m, which is included in finance income on the
Consolidated Income Statement. Note 18 shows the reportable segments for the Group. The segment to which the sold
aircraft relate is Ryanair DAC.

198

9. Trade receivables

Trade receivables
Allowance for impairment

All amounts fall due within one year.

2021
€M

18.6
—
18.6

At March 31,
2020
€M

67.5
—
67.5

2019
€M

59.6
(0.1)
59.5

There has been no change to the allowance for impairment during the year (2020: €nil; 2019: €nil). There were

no bad debt write-offs in the year (2020: €nil; 2019: €nil).

At March 31, 2021, €1.0m (2020: €3.3m; 2019: €0.8m) of the total accounts receivable balance were past due,
of which €nil (2020: €nil; 2019: €0.1m) was impaired and €nil (2020: €3.3m; 2019: €0.6m) was considered past due but
not impaired for which the expected credit loss was considered immaterial.

10. Restricted cash

Restricted cash consists of approximately €34m (2020: €34m; 2019: €35m) placed in escrow accounts for

certain legal cases and appeals (which accounts for the majority of the balance).

11. Trade payables

Trade payables - Current
Trade payables - Non-current

2021
€M

336.0
179.9
515.9

At March 31,
2020
€M
1,368.2
—
1,368.2

2019
€M

573.8
—
573.8

During the year ended March 31, 2021, the Group revised its 2014 agreement with Boeing which resulted in a
reversal of certain pre-delivery trade payables of €497m. Refer to note 2 to the consolidated financial statements for
further details.

199

12. Accrued expenses and other liabilities

Accruals
Indirect tax and duties
Unearned revenue (contract liabilities)

Contract liabilities comprises:

Opening contract liabilities
IFRS 15 transition adjustment
Revenue deferred during the year
Revenue recognized during the year
Closing contract liabilities

Indirect tax and duties comprise:

PAYE (payroll taxes)
Other tax (principally air passenger duty in various countries)

13.

Financial instruments – Fair values and risk management

2021
€M

887.3
96.7
290.9
1,274.9

2021
€M

546.5
—
1,248.0
(1,503.6)
290.9

At March 31,
2020
€M
1,553.1
489.8
546.5
2,589.4

At March 31,
2020
€M
1,962.3
—
6,107.2
(7,523.0)
546.5

2019
€M

320.8
709.0
1,962.3
2,992.1

2019
€M
1,408.3
287.0
6,914.9
(6,647.9)
1,962.3

2021
€M

11.2
85.5
96.7

At March 31,
2020
€M

25.3
464.5
489.8

2019
€M

20.1
688.9
709.0

The Company utilizes 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. 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.

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 13 to the consolidated financial statements.

(a)

Accounting classifications and fair values

The following tables show the carrying amounts and fair values of financial assets and financial liabilities, by
class and category, as at March 31, 2021, 2020 and 2019. It does not include fair value information for financial assets
and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value
(including cash and cash equivalents, financial assets: cash > 3 months, restricted cash, trade receivables, other assets,
trade payables and accrued expenses).

200

The carrying value and fair value of the Company’s financial assets by class and category at March 31, 2021,

2020 and 2019 were as follows:

At March 31, 2021
Cash and cash equivalents
Financial asset: cash > 3 months
Restricted cash
Derivative financial instruments:
- U.S. dollar currency forward contracts
- Cross-currency swaps
- GBP currency swaps
Trade receivables
Other assets
Total financial assets at March 31, 2021

At March 31, 2020
Cash and cash equivalents
Financial asset: cash > 3 months
Restricted cash
Derivative financial instruments:
- U.S. dollar currency forward contracts
- Interest rate swaps
Trade receivables
Other assets
Total financial assets at March 31, 2020

At March 31, 2019
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
Total financial assets at March 31, 2019

Amortized
Cost
€M

Cash-
Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

2,650.7
465.5
34.1

—
—
—
18.6
—
3,168.9

—
—
—

208.9
3.0
5.4
—
—
217.3

—
—
—

—
—
—
—
—
—

2,650.7
465.5
34.1

208.9
3.0
5.4
18.6
—
3,386.2

—
—
—

208.9
3.0
5.4
—
—
217.3

Amortized
Cost
€M

Cash-
Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

2,566.4
1,207.2
34.4

—
—
67.5
2.3
3,877.8

—
—
—

663.7
8.0
—
—
671.7

—
—
—

—
—
—
—
—

2,566.4
1,207.2
34.4

663.7
8.0
67.5
2.3
4,549.5

—
—
—

663.7
8.0
—
—
671.7

Amortized
Cost
€M

Cash-
Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

1,675.6
1,484.4
34.9

—
—
—
59.5
0.8
3,255.2

—
—
—

527.7
4.0
4.5
—
—
536.2

—
—
—

—
—
—
—
—
—

1,675.6
1,484.4
34.9

527.7
4.0
4.5
59.5
0.8
3,791.4

—
—
—

527.7
4.0
4.5
—
—
536.2

201

The carrying values and fair values of the Company’s financial liabilities by class and category were as follows:

At March 31, 2021
Current and non-current maturities of debt
Derivative financial instruments:

- U.S. dollar currency forward contracts
- Jet fuel & carbon derivative contracts
- Interest rate swaps
Trade payables (Current)
Trade payables (Non-current)
Accrued expenses
Total financial liabilities at March 31, 2021

At March 31, 2020
Current and non-current maturities of debt
Derivative financial instruments:

- U.S. dollar currency forward contracts
- Jet fuel derivative contracts
-Interest rate swaps

Trade payables
Accrued expenses
Total financial liabilities at March 31, 2020

At March 31, 2019
Current and non-current maturities of debt
Derivative financial instruments:

-U.S. dollar currency forward contracts
-Jet fuel derivative contracts
- Interest rate swaps

Trade payables
Accrued expenses
Total financial liabilities at March 31, 2019

Liabilities at
Amortized
Cost
€M

Cash-Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

5,243.7

—
—
—
336.0
179.9
887.3
6,646.9

—

40.0
19.8
—
—
—
—
59.8

—

5,243.7

5,356.4

25.8
—
—
—
—
—
25.8

65.8
19.8
—
336.0
179.9
887.3
6,732.5

65.8
19.8
—
—
179.9
—
5,621.9

Liabilities at
Amortized
Cost
€M

Cash-Flow

Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

3,965.3

—

—
—
—
1,368.2
1,553.1
6,886.6

2.2
1,228.3
—
—
—
1,230.5

—

—
—
—
—
—
—

3,965.3

3,495.8

2.2
1,228.3
—
1,368.2
1,553.1
8,117.1

2.2
1,228.3
—
—
—
4,726.3

Liabilities at
Amortized
Cost
€M

Cash-Flow

Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

3,644.4

—

—
—
—
573.8
320.8
4,539.0

8.0
189.7
—
—
—
197.7

—

—
—
—
—
—
—

3,644.4

3,725.3

8.0
189.7
—
573.8
320.8
4,736.7

8.0
189.7
—
—
—
3,923.0

202

(b)

Measurement of fair values

Valuation techniques

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 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 other than quoted prices included in Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: Inputs for the asset or liability are not based on observable market data.

The following paragraphs describe the valuation techniques used in measuring Level 2 and Level 3 fair values
for each material class of financial instruments in the consolidated balance sheet, as well as the significant
unobservable inputs used.

Financial instruments measured at fair value

Derivatives – interest rate swaps: Discounted cash-flow analyses have been used to determine their fair value,
taking into account current market inputs and rates. The Group’s credit risk and counterparty’s credit risk is taken into
account when establishing fair value (Level 2).

Derivatives – currency forwards and aircraft jet fuel contracts: A comparison of the contracted rate to the
market rate for contracts providing a similar risk profile at March 31, 2021 has been used to establish fair value. The
Group’s credit risk and counterparty’s credit risk is taken into account when establishing fair value (Level 2).

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.

Trade payables: The value of trade payables has not been discounted as the effects of discounting would not

be material.

203

At March 31, 2021
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
GBP currency swap
Cross-currency swaps

Derivative liabilities measured at fair value for risk management
purposes
U.S. currency forward contracts
Jet fuel

Liabilities not measured at fair value
Debt
Non-current trade payables

At March 31, 2020
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
Jet fuel & carbon derivative contracts
Cross-currency swaps

Derivative liabilities measured at fair value for risk management
purposes
U.S. currency forward contracts
Jet fuel & carbon derivative contracts

Liabilities not measured at fair value
Long-term debt

At March 31, 2019
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
Jet fuel derivative contracts
Cross-currency swaps

Derivative liabilities measured at fair value for risk management
purposes
U.S. currency forward contracts
Jet fuel derivative contracts

Liabilities not measured at fair value
Long-term debt

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

—
—
—
—

—
—
—

—
—

208.9
5.4
3.0
217.3

65.8
19.8
85.6

5,356.4
179.9
5,536.3

—
—
—
—

—
—
—

—
—

208.9
5.4
3.0
217.3

65.8
19.8
85.6

5,356.4
179.9
5,536.3

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

—
—
—
—

—
—
—

—

663.7
—
8.0
671.7

2.2
1,228.3
1,230.5

3,495.8

—
—
—
—

—
—
—

—

663.7
—
8.0
671.7

2.2
1,228.3
1,230.5

3,495.8

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

—
—
—
—

—
—
—

—

527.7
4.5
4.0
536.2

8.0
189.7
197.7

3,725.3

—
—
—
—

—
—
—

—

527.7
4.5
4.0
536.2

8.0
189.7
197.7

3,725.3

204

Transfers between Levels 1 and 2 and transfers out of Level 3

During the years ended March 31, 2021, 2020, and 2019 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.

(c)

Financial risk management

Risk management framework

The Audit Committee of the Board of Directors has responsibility for monitoring the treasury policies and
procedures of the Group, which include controls over the procedures used to manage the main financial risks arising
from the Group’s operations. Such risks comprise market risks including commodity price, foreign exchange and interest
rate risks, credit risk and liquidity risk. The Group uses a range of financial instruments to manage exposures arising
from these risks, as fully set out below. 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).
Derivative financial instruments are designated as hedging derivatives, where effective, for the purposes of IAS 39 and
accounted for at fair value in the Group’s consolidated balance sheet. It is the Group’s policy that no speculative trading
in financial instruments takes place.

Market risk

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 impact of commodity price,
interest rate and foreign exchange rate fluctuations on the Company’s earnings, cash flows and equity.

The Group uses derivatives to manage market risks. All such transactions are carried out within the guidelines
set by the Audit Committee. Generally, the Group seeks to apply hedge accounting to manage volatility in profit or loss.

Currency risk

The Group is exposed to foreign currency risk to the extent that there is a mismatch between the currencies in
which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of Group
companies. The functional currencies of Group companies is the euro. The main currencies in which non-euro
transactions occur giving rise to foreign currency risk are primarily denominated in U.S. dollars and U.K. pounds sterling.

The Company manages this risk by typically 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 typically U.K. pounds sterling are converted into euro. Additionally, the Group 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 Group 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.

Forward currency contracts are designated as 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 and euro exchange rates for the forecasted U.S. dollar purchases.

In these hedge relationships, the main sources of ineffectiveness are changes in the timing of the hedged
transactions. The Group recorded a hedge ineffectiveness loss of €8m on ineffective currency cash-flow hedges for

205

fiscal year 2021 (2020: €40m gain, 2019: nil) primarily related to delayed capital expenditure (principally due to the late
delivery of new aircraft) and a reduced requirement for USD fuel purchases.

Exposure to currency risk

The summary quantitative data about the Group’s exposure to currency risk as reported to the management of

the Group is as follows:

Monetary assets

U.K. pounds sterling cash and liquid
resources
U.S. Dollar cash and liquid resources

Monetary liabilities

U.S. dollar long term debt
U.K. GBP debt

Pre-delivery payments due to Boeing

GBP

2021
U.S.$

Euro €

GBP

At March 31,
2020
U.S.$

Euro €

GBP

2019
U.S.$

Euro €

£M

€M

£M

€M

£M

€M

8.1
—
8.1

—
506.7
506.7

9.5
432.0
441.5

22.5
—
22.5

—
2,150.1
2,150.1

25.3
1,949.5
1,974.8

17.0
—
17.0

—
485.2
485.2

19.6
432.5
452.1

GBP
£M

2021
U.S.$
$M

Euro €
€M

GBP
£M

2020
U.S.$
$M

Euro €
€M

GBP
£M

2019
U.S.$
$M

Euro €
€M

At March 31,

—
597.3
—
597.3

95.7
—
517.3
613.0

81.6
701.8
441.1
1,224.5

—
—
—
—

129.2
—
1,051.8
1,181.0

117.1
—
957.6
1,074.7

—

—
—

202.4
—
—
202.4

180.5
—
—
180.5

The following exchange rates have been applied:

USD 1.0000
GBP 1.0000

2021
€
1.1728
0.8510

At March 31,
2020
€
1.1029
0.8883

2019
€
1.1217
0.8606

The notional principal amounts of forward foreign exchange contracts are as follows:

Within Year 1
Greater than 1 Year
Total

2021
€M
1,506.9
1,562.4
3,069.3

At March 31,
2020
€M
3,670.9
4,075.7
7,746.6

2019
€M
4,007.0
4,665.0
8,672.0

These foreign currency exchange contracts were all initially treated as cash-flow hedges to hedge jet fuel, capital
expenditure and maintenance contracts in U.S. dollars. See section (d) below for details of the ineffectiveness of certain
of these hedges. As at March 31, 2021 the hedged U.S. dollar rate is US$1.2099 to €1.00.

Sensitivity analysis

206

on the income statement (net of tax) (2020: €246m; 2019: nil) if the rate fell by 10% and a negative impact of €33m on
the income statement (net of tax) (2020: €235m; 2019: nil) if the rate increased by 10%. The same movement of 10% in
foreign currency exchange rates would have a negative €372m impact (net of tax) on equity if the rate fell by 10% and a
positive €304m impact (net of tax) if the rate increased by 10% (2020: €649m positive or €531m negative; 2019: €894m
positive or €731m negative).

Interest rate risk

The Group’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 line with the above interest rate risk management strategy, the Group 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 Group also utilizes 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 Group’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 Group’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.

Floating interest rates on financial liabilities are referenced to European interbank interest rates (EURIBOR).
Secured long-term debt and interest rate swaps typically re-price on a quarterly basis. The Group uses 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.

207

Exposures to interest rate risk

The following was the maturity profile of the Group’s financial liabilities (excluding aircraft provisions, trade

payables and accrued expenses).

At March 31, 2021
Fixed rate
Secured debt
Unsecured debt
Debt
Lease liabilities - right of use
Total fixed rate debt

Floating rate
Secured long term debt
Unsecured long term debt
Total floating rate debt
Total financial liabilities

At March 31, 2020
Fixed rate
Secured long term debt
Unsecured long term debt
Long term debt
Finance leases
Lease liabilities - right of use
Total fixed rate debt

Floating rate
Secured long term debt
Unsecured long term debt
Finance leases
Total floating rate debt
Total financial liabilities

At March 31, 2019
Fixed rate
Secured long term debt
Unsecured long term debt
Long term debt
Finance leases
Total fixed rate debt

Floating rate
Secured long term debt
Finance leases
Total floating rate debt
Total financial liabilities

Weighted
average
rate
(%)

2022
€M

2023
€M

2024
€M

2025
€M

2.47%
1.46%
1.50%
2.39%

0.70%

63.5
1,617.4
1,680.9
52.5
1,733.4

61.4
916.2
977.6
53.8
1,031.4

45.0
—
45.0
1,778.4

20.7
—
20.7
1,052.1

51.3
808.9
860.2
48.1
908.3

—
—
—
908.3

11.3
49.0
60.3
24.8
85.1

—
750.0
750.0
835.1

Weighted
average
rate
(%)

2.48%
1.32%
1.42%
2.51%
2.47%

0.58%

1.19%
0.62%

Weighted
average
rate
(%)

2.52%
1.30%
1.44%
2.54%

0.75%
1.27%
0.83%

2021
€M

2022
€M

2023
€M

2024
€M

63.8
34.0
97.8
116.0
75.0
288.8

105.9
—
62.6
168.5
457.3

65.4
876.9
942.3
—
51.6
993.9

63.0
877.5
940.5
—
52.1
992.6

45.0
—
—
45.0
1,038.9

20.7
—
—
20.7
1,013.3

52.2
770.2
822.4
—
46.0
868.4

—
—
—
—
868.4

2020
€M

2021
€M

2022
€M

2023
€M

75.8
34.0
109.8
(2.8)
107.0

181.1
21.4
202.5
309.5

63.3
34.0
97.3
116.0
213.3

161.9
62.6
224.5
437.8

64.9
876.9
941.8
—
941.8

105.8
—
105.8
1,047.6

62.5
877.5
940.0
—
940.0

26.0
—
26.0
966.0

2026 -
2027
€M

Total
€M

—
849.0
849.0
3.9
852.9

187.5
4,240.5
4,428.0
183.1
4,611.1

—
—
—
852.9

65.7
750.0
815.7
5,426.8

2025 -
2026
€M

12.1
50.0
62.1
—
21.2
83.3

—
750.0
—
750.0
833.3

2024 -
2025
€M

63.8
819.7
883.5
—
883.5

—
—
—
883.5

Total
€M

256.5
2,608.6
2,865.1
116.0
245.9
3,227.0

171.6
750.0
62.6
984.2
4,211.2

Total
€M

330.3
2,642.1
2,972.4
113.2
3,085.6

474.8
84.0
558.8
3,644.4

208

The Group holds significant cash balances that are invested on a short-term basis. At March 31, 2021, all of the
Group’s cash and liquid resources attracted a weighted average interest rate of -0.26% (2020: 0.73%; 2019: 0.01%).
Interest rates on cash and liquid resources are generally based on the appropriate EURIBOR or bank rates dependent on
the principal amounts on deposit.

Financial assets
Cash and cash equivalents
Cash > 3 months
Restricted cash
Total financial assets

2021
Within
1 year
€M
2,650.7
465.5
34.1
3,150.3

At March 31,
2020
Within
1 year
€M
2,566.4
1,207.2
34.4
3,808.0

2019
Within
1 year
€M
1,675.6
1,484.4
34.9
3,194.9

Derivative financial instruments – Interest rate risk exposure

The Group has cross currency swaps to swap fixed rate U.S. dollar denominated debt of US$65m (2020:
US$82m; 2019: US$98m) into a fixed rate euro debt of €52m (2020: €65m; 2019: €78m). As at March 31, 2021 the
hedged euro fixed interest rate varies between 1.54% to 1.79% depending on the various tranches.

Sensitivity analysis

Based on the levels of and composition of year-end interest bearing assets and liabilities, including derivatives,
at March 31, 2021, a plus one-percentage-point movement in interest rates would result in a respective increase of
approximately €6m (net of tax) and a minus one-percentage point movement in interest rates would result in a respective
increase of approximately €48m in net interest income and expense in the income statement (2020: €38m; 2019: €5m)
and a nil increase or decrease in equity (2020: nil; 2019: nil). All of the Group’s interest rate swaps (to the extent that it
has any) 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.

Jet fuel and carbon credits price risk

The Group’s historical fuel risk management policy has been to hedge up to approximately 90% of the forecast
fuel consumption to ensure that the future cost per gallon of fuel is locked in. This policy was adopted to prevent the
Group 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 Group, the Group does not necessarily hedge up to this limit. At March 31, 2021 approximately
50% of the Group’s estimated fuel exposure for fiscal year 2022.

The Group utilizes jet fuel forward contracts to manage exposure to jet fuel prices. These are used to hedge the
Group’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 as 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.

The Group has entered into jet fuel forward contracts with a number of counterparties to hedge jet fuel
purchases over a period of up to 18 months. The notional amount of these contracts are €609m (2020: €2,829m; 2019:
€2,482m) at an average hedged rate of approximately US$545 per metric tonne. (2020: US$588; 2019: US$705).

In these hedging relationships the main sources of ineffectiveness are changes in the timing of the hedged
transactions. The Group recorded a hedge ineffectiveness charge of €219m in fiscal year 2021 (2020: €447m; 2019: nil)

209

in relation to jet fuel hedges (€161m in relation to jet fuel swaps, and €58m in relation currency forward contracts). This
is due to the widespread grounding of aircraft, travel restriction and lockdowns as a result of European Governments
reactions to the spread of Covid-19.

The European Union Emissions Trading System (“EU-ETS”) is applicable to airlines from January 1, 2012. Ryanair
recognizes the cost associated with the purchase of carbon credits as part of the EU-ETS as an expense in the income
statement. This expense is recognized in line with fuel consumed during the fiscal year as the Group’s carbon emissions
and fuel consumptions are directly linked.

The Group’s fuel risk management policy includes hedging of the Group’s EU-ETS (carbon) exposures. This
policy was adopted to prevent the Group being exposed, in the short term, to adverse movements in carbon credit prices.
However, when deemed to be in the best interests of the Group, it may deviate from this policy. At March 31, 2021, the
Group had hedged approximately 100% and 55% of the Group’s estimated carbon exposure for fiscal year 2022 and
fiscal year 2023 respectively at approximately €24 per EUA.

Sensitivity Analysis

A plus or minus change of 10% in the price of jet fuel at March 31,2021 would have a €3.5m impact (2020: €26m)
on the income statement (net of tax) if the price fell by 10% and a €3.5m impact (2020: €26m) if the price increased by
10%. The same movement of 10% in the price of jet fuel at March 31, 2021 would have a €65m impact (2020: €31m) on
equity if the price fell by 10% and a €65m impact (2020: €31m) if the price increased by 10%.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from trade receivables, cash and cash equivalents, derivatives
and guarantees.

Trade receivables

The Group’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.

At March 31, 2021, approximately €1m (2020: €3m; 2019: €1m) of our total accounts receivable balance were
past due, of which €0m (2020: €0m; 2019: €0m) was impaired and €0m (2020: €3m; 2019: €1m) was considered past
due but not impaired for which the expected credit loss was considered immaterial.

Cash and cash equivalents

The Group 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 Group limits the concentration of risk in relation to any
one institution for cash and cash equivalents. Deposits are entered into with parties that have high investment grade
credit ratings from the main rating agencies, including Standard & Poor’s (“S&P”) Moody’s and Fitch ratings. The Group
also monitors where counterparty credit default swaps are trading. The maximum exposure arising in the event of

210

default on the part of the counterparty is the carrying value of the relevant financial instrument. The Group is authorized
to place funds on deposit for periods up to 18 months.
Derivatives

In line with the Group’s policies and procedures, derivatives are entered into with parties that have high
investment grade credit ratings from the main rating agencies, including Standard & Poor’s (“S&P”), Moody’s and Fitch
ratings. The Group also avoids concentration of risk in relation to derivative counterparties.

Guarantees

At March 31, 2021, the Group has provided approximately €5,432m (2020: €4,236m; 2019: €3,797m) in letters
of guarantee to secure obligations of subsidiary undertakings in respect of loans, bank advances and long dated foreign
currency transactions.

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 and commitments 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.

Liquidity risk and capital management

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial activities that are settled by delivering cash or another financial asset. The Group’s objective when managing
liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when fall due and to provide adequately for
contingencies.

The Group’s cash and liquid resources comprise cash and cash equivalents, short-term investments and
restricted cash. The Group defines the capital that it manages as the Group’s long-term debt and equity. The Group’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. In addition, the Group aims to achieve the
best available return on investments of surplus cash – subject to credit risk and liquidity constraints.

The Group finances its working capital requirements through a combination of cash generated from operations,
bank loans, debt capital market issuances and government corporate financing facilities for general corporate purposes
including the acquisition of aircraft. The Group had cash and liquid resources at March 31, 2021 of €3,150m (2020:
€3,808m; 2019: €3,195m). During the year, the Group had a net cash inflows of €195m in relation to property, plant and
equipment (2020: outflow of €579m; 2019: outflow of €1,547m). Cash generated from operations has been the principal
source for these cash requirements, supplemented primarily by general corporate purposes debt capital market
issuances, a €400m share placing and participation in the HMT and Bank of England CCFF. During the year, the Group
funded €nil in share buybacks (2020: €581m; 2019: €561m).

The Board of Directors periodically reviews the capital structure of the Group, 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. Management believes that the working capital available to the
Group is sufficient for its present requirements and will be sufficient to meet its anticipated requirements for capital
expenditures and other cash requirements for fiscal year 2022.

At March 31, 2021, the Group had total borrowings of €5,427m (2020: €4,211m; 2019: €3,644m), including

capitalized leases (under IFRS 16) of €183m (2020: €246m; 2019: €nil) from various financial institutions and the debt
capital markets. Financing for the acquisition of 66 Boeing 737-800 “next-generation” aircraft (2020: 89; 2019: 144) was

211

provided on the basis of guarantees granted by the Ex-Im Bank. The guarantees are secured with a first fixed mortgage
on the delivered aircraft. The remaining long-term debt relates to four unsecured Eurobonds, three for €850m, and one
for €750m, a €750m unsecured syndicate bank loan leases, and 31 aircraft held under leases in right of use assets.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. These
amounts are gross and undiscounted and include contractual interest payments. The total contractual cash flows for
the derivative financial instruments have been presented to reflect the gross settled amounts associated with the
currency and commodity forward contracts.

At March 31, 2021
Long and short term debt and leases:
- Fixed rate debt: 1.40%
- Floating rate debt: 0.70%
- Lease liabilities – Right of use

Derivative financial instruments
- Currency forward contracts – outflows
- Currency forward contracts – inflows
- Commodity forward contracts
Trade payables
Accrued expenses
Total at March 31, 2021

At March 31, 2020
Long term debt and leases:
- Fixed rate debt 1.42%
-Floating rate debt 0.62%
-Lease liabilities – Right of use

Derivative financial instruments
- Currency forward contracts
- Commodity forward contracts
Trade payables
Accrued expenses
Total at March 31, 2020

At March 31, 2019
Long term debt and finance leases:
- Fixed rate debt: 1.48%
- Floating rate debt: 0.83%

Derivative financial instruments
- Currency forward contracts
- Commodity forward contracts
Trade payables
Accrued expenses
Total at March 31, 2019

Total

Carrying Contractual
Cash Flows
€M

Value
€M

2022
€M

2023
€M

2024
€M

2025
€M

Thereafter
€M

4,428.0
815.7
183.1
5,426.8

4,646.7
834.4
189.0
5,670.1

1,746.7
50.8
56.3
1,853.8

1,022.8
26.5
54.6
1,103.9

65.8

19.8
515.9
887.3
6,915.6

3,181.9
(3,117.2)
19.8
515.9
887.3
7,157.8

2,718.7
(2,662.8)
19.8
336.0
887.3
3,152.8

428.7
(418.7)
—
130.0
—
1,243.9

894.2
5.7
49.7
949.6

8.9
(9.1)
—
26.8
—
976.2

85.1
751.4
24.5
861.0

22.9
(23.8)
—
23.1
—
883.2

897.9
—
3.9
901.8

2.7
(2.8)
—
—
—
901.7

Total

Carrying Contractual
Cash Flows
€M

Value
€M

2021
€M

2022
€M

2023
€M

2024
€M

Thereafter
€M

2,981.1
984.2
245.9
4,211.2

3,089.8
1,006.5
245.9
4,342.2

2.2
1,228.3
1,368.2
1,553.1
8,363.0

2.2
1,228.3
1,368.2
1,553.1
8,494.0

253.8
174.6
75.0
503.4

980.6
50.1
51.6
1,082.3

961.1
25.7
52.1
1,038.9

2.2
1,047.8
1,368.2
1,553.1
4,474.7

—
180.5
—
—
1,262.8

—
—
—
—
1,038.9

832.0
4.9
46.0
882.9

—
—
—
—
882.9

62.3
751.2
21.2
834.7

—
—
—
—
834.7

Total

Carrying Contractual
Cash Flows
€M

Value
€M

2020
€M

2021
€M

2022
€M

2023
€M

Thereafter
€M

3,085.6
558.8
3,644.4

8.0
189.7
573.8
320.8
4,736.7

3,242.0
562.3
3,804.3

151.6
204.8
356.4

256.0
226.5
482.5

980.1
105.3
1,085.4

8.0
189.7
573.8
320.8
4,896.6

—
189.7
573.8
320.8
1,440.7

—
—
—
—
482.5

0.6
—
—
—
1,086.0

960.6
25.7
986.3

4.6
—
—
—
990.9

893.7
—
893.7

2.8
—
—
—
896.5

212

The interest payments on floating rate debt in the table above reflect market forward interest rates at the7
reporting date and these amounts may change as market interest rates change. The future cash flows on derivative
instruments may be different from the amount in the above table as interest rates and exchange rates change. Except
for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur
significant earlier, or at significantly different amounts.

(d)

Derivative financial instruments – Designated as cash flow hedges

As a result of the widespread grounding of aircraft due to the Covid-19 pandemic, the Group operated a
significantly reduced flying schedule in the year ending March 31, 2021 compared to what was originally expected.
Accordingly, as at March 31, 2021, the Group’s exposures for jet fuel and foreign currency were significantly reduced,
causing some derivative financial instruments, which previously qualified for hedge accounting, to become ineffective,
resulting in the discontinuance of certain cash-flow hedge arrangements. As a result, a net expense of €200m (net of
tax) was recognized within the income statement for the year ended March 31, 2021 (2020: €407m), comprising a charge
of €192m (net of tax) in respect of jet fuel exposures (2020: €447m) and a charge of €8m (net of tax), primarily
associated with ineffective currency cash-flow hedges, jet fuel and delayed capital expenditure (2020: gain of €40m).

As of March 31, 2021, a €109m gain (net of tax) is recognized in the cash flow hedge reserve in respect of

continuing hedges and €102m gain in respect of hedging relationships for which hedge accounting is no longer
applied. The balance on the hedging reserve as of March 31, 2021 is a gain of €211m.

Derivative financial instruments:

Foreign currency risk
Property, plant and equipment - aircraft additions
Fuel and oil operating expenses
GBP currency swaps
Interest rate risk
Variable-rate instruments
Commodity price risk
Fuel and carbon operating expenses
Net derivative position at year end

Change in gross value used for calculating hedge ineffectiveness:

Foreign currency risk
Property, plant and equipment - aircraft additions
Fuel and oil operating expenses
GBP currency swap
Interest rate risk
Variable-rate instruments
Commodity price risk
Fuel and carbon operating expenses
Total

2021
€M

At March 31,
2020
€M

2019
€M

170.1
(27.0)
5.4

495.3
166.2
—

284.7
235.0
—

3.0

8.0

4.0

(19.8)
131.7

(1,228.3)
(558.8)

(185.3)
338.4

2021
€M

At March 31,
2020
€M

2019
€M

356.7
210.6
(5.4)

(170.8)
131.0
—

697.7
425.2
—

5.1

(3.8)

(10.1)

(1,108.5)
(541.5)

271.9
228.3

(688.0)
424.8

213

The gross amounts at the reporting date relating to items designated as hedged items were as follows:

Continuing
hedges
€M

At March 31, 2021
Balance
remaining **
€M

Total
€M

139.7
(10.6)
5.4

102.3
—
—

242.0
(10.6)
5.4

(6.1)

—

(6.1)

(14.0)
114.4

—
102.3

(14.0)
216.7

* Deferred taxes included in Hedge reserve were €5m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

Foreign currency risk
Property, plant and equipment - aircraft additions
Fuel and oil operating expenses
Interest rate risk
Variable-rate instruments
Commodity price risk
Fuel and carbon operating expenses
Gross cashflow hedge reserve

Continuing
hedges
€M

At March 31, 2020
Balance
remaining **
€M

Total
€M

406.3
97.0

47.8
—

454.1
97.0

(2.8)

—

(2.8)

(711.8)
(211.3)

—
47.8

(711.8)
(163.5)

* Deferred taxes included in Hedge reserve were €52m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

Continuing
hedges
€M

At March 31, 2019
Balance
remaining **
€M

Total
€M

284.6
235.0

(17.4)

(185.3)
316.9

—
—

—

—
—

284.6
235.0

(17.4)

(185.3)
316.9

* Deferred taxes included in Hedge reserve were €42m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

214

Movement: in derivative financial instruments designated as hedging instruments were as follows:

At March 31, 2021

Change in
fair value
recognized
in OCI
€M

Hedge
ineffectiveness
recognized in
profit or loss*
€M

Reclassified
from
hedging
reserve
to profit or
loss**
€M

(356.7)
(210.6)
5.4

38.4
(57.1)
—

(5.1)

—

—
5.2
—

0.1

1,108.5
541.5

(153.1)
(171.8)

(263.5)
(258.2)

At March 31, 2020

Change in
fair value
recognized
in OCI
€M

Hedge
ineffectiveness
recognized in
profit or loss*
€M

Reclassified
from
hedging
reserve
to profit or
loss**
€M

170.8
(131.0)

40.0
69.2

—
(7.0)

3.8

—

0.2

(271.9)
(228.3)

(516.4)
(407.2)

(254.8)
(261.6)

At March 31, 2019

Change in
fair value
recognized in
OCI
€M

Hedge
ineffectiveness
recognized in
profit or loss*
€M

(697.7)
(425.2)

(10.1)

688.0
(445.0)

—
—

—

—
—

Reclassified
from
hedging
reserve
to profit or
loss**

€M

—
8.8

(0.6)

(293.0)
(284.8)

* Hedge ineffectiveness is classified within “Finance Expense” on the Consolidated Income Statement
** Reclassified from hedging reserve to profit or loss – Fuel & Oil Foreign Currency & Commodity are reclassified in Fuel and Oil; Variable rate
instruments are reclassified to Finance expense

215

The effective (gains)/losses arising on the hedging of aircraft capital expenditure are recognized as part of the
capitalized cost of aircraft additions, within property, plant and equipment. The (gains)/losses arising on the hedging of
interest rate swaps, commodity forward contracts and forward currency contracts (excluding aircraft capital
expenditure) are recognized in the income statement when the hedged transaction occurs.

The following table indicates the amounts that were reclassified from other comprehensive income into the

income statement, analyzed by income statement category, in respect of cash-flow hedges realized during the year:

Commodity forward contracts
Reclassification adjustments for (gains)/losses recognized in fuel and oil operating
expenses
Interest rate swaps
Reclassification adjustments for (gains)/losses recognized in finance expense
Foreign currency forward contracts
Reclassification adjustments for (gains) recognized in fuel and oil operating expenses

2021
€M

At March 31,
2020
€M

2019
€M

(263.5)

(254.8)

293.0

0.1

0.2

0.6

(5.2)
(268.6)

(7.0)
(261.6)

(8.8)
284.8

The following table indicates the amounts that were reclassified from other comprehensive income into the
capitalized cost of aircraft additions within property, plant and equipment, in respect of cash-flow hedges realized during
the year:

Foreign currency forward contracts
Recognized in property plant and equipment – aircraft additions

2021
€M

At March 31,
2020
€M

2019
€M

5.0
5.0

—
—

59.6
59.6

The following table sets out the fair values of the derivative financial instruments, as reported in the consolidated
balance sheet, analyzed between those designated as continuing cash flow hedges and those where hedge accounting
is no longer applied, along with the notional amounts and average price or rate for the hedging instrument, where
applicable, for cash flow hedges.

216

2021
> 1 Year
(non—
current)

Within
1 Year
(current)
€M

€M

Total
€M

At March 31,

2020
> 1 Year
(non—
current)

€M

Within
1 Year
(current)
€M

2019
> 1 Year
(non—
current)

€M

Within
1 Year
(current)
€M

Total
€M

Foreign currency risk notional amounts
for effective hedges

PP&E — aircraft additions
Fuel and oil operating expenses
GBP currency swaps

— Within derivative financial assets
— Within derivative financial liabilities

Interest rate risk notional amounts for effective
hedges

1,632.7 1,935.7
—
1,202.2
—
695.3

3,568.4 1,519.8
—
1,202.2
—
695.3

2,763.7
1,312.0
—

4,283.5 1,455.8
1,312.0 2,515.9
—
—

3,982.0
718.9
—

5,437.8
3,234.8
—

104.9
(59.4)
45.5

109.4
(6.4)
103.0

214.3
(65.8)
148.5

291.2
(2.2)
289.0

372.5
—
372.5

663.7
(2.2)
661.5

307.0
—
307.0

220.7
(8.0)
212.7

527.7
(8.0)
519.7

Variable—rate instruments

13.4

38.2

51.6

64.8

—

64.8

(77.8)

—

(77.8)

Total fair value for all interest rate risk related
derivative instruments
— Within derivative financial assets

Commodity price risk notional amounts for
effective hedges

1.0
1.0

2.0
2.0

3.0
3.0

2.0
2.0

6.0
6.0

8.0
8.0

1.7
1.7

2.3
2.3

4.0
4.0

Fuel and carbon operating expenses

577.6

—

577.6

—

672.7

672.7 (2,482.1)

—

(2,482.1)

Total fair value for all interest rate risk related
derivative instruments:
— Within derivative financial assets
— Within derivative financial liabilities

Fair values as reported in the
consolidated balance sheet
Derivative financial assets
Derivative financial liabilities

Derivative financial assets analyzed
between those:

— Designated as continuing cash flow
hedges
— Where hedge accounting is no longer
applied

Derivative financial liabilities analyzed
between those:

— Designated as continuing cash flow
hedges
— Where hedge accounting is no longer
applied
— Designated as fair value financial
instruments

—
(19.8)
(19.8)

—
—
—

—

—
(19.8) (1,047.8)
(19.8) (1,047.8)

—
(180.5)
(180.5)

—
(1,228.3)
(1,228.3)

—
(189.7)
(189.7)

4.5
—
4.5

4.5
(189.7)
(185.2)

106.0
(79.2)

111.3
(6.4)

217.3

293.2
(85.6) (1,050.0)

378.5
(180.5)

671.7
(1,230.5)

308.7
(189.7)

227.5
(8.0)

536.2
(197.7)

72.3

98.1

170.4

184.0

378.5

562.5

308.7

227.5

536.2

33.7
106.0

13.2
111.3

46.9
217.3

109.2
293.2

—
378.5

109.2
671.7

—
308.7

—
227.5

—
536.2

(36.9)

(0.6)

(37.5)

(533.5)

(180.5)

(714.0)

(189.7)

(8.0)

(197.7)

(22.4)

—

(22.4)

(516.5)

—

(516.5)

—

(19.9)
(79.2)

(5.8)
(6.4)

(25.7)
—
(85.6) (1,050.0)

—
(180.5)

—
(1,230.5)

—
(189.7)

—
(8.0)

—
(197.7)

217

14. Deferred and current taxation

The components of the deferred and current taxation in the balance sheet are as follows:

Current tax assets
Current tax assets
Total current tax assets

Current tax liabilities
Corporation tax provision
Total current tax liabilities

Deferred tax assets
Recognition of tax losses
Total deferred tax assets

2021
€M

At March 31,
2020
€M

2019
€M

—
—

48.1
48.1

(44.5)
(44.5)

—
—

31.6
31.6

(14.0)
(14.0)

(53.6)
(53.6)

(43.2)
(43.2)

Deferred tax liabilities
Origination and reversal of temporary differences on property, plant and equipment,
derivatives and pensions
Total deferred tax liabilities

272.4
272.4

353.5
353.5

460.6
460.6

Total deferred tax liabilities (net)

258.4

299.9

417.4

Total tax liabilities (net)

306.5

255.4

449.0

Reconciliation of current tax

Liability/(asset) at beginning of year
Corporation tax charge in year
Tax received/(paid)
Liability/(asset) at end of year

2021
€M

At March 31,
2020
€M

2019
€M

(44.5)
5.5
87.1
48.1

31.6
44.4
(120.5)
(44.5)

36.0
96.5
(100.9)
31.6

2021
€M

At March 31,
2020
€M

2019
€M

Reconciliation of deferred tax

Net liability at beginning of year
New temporary differences on property, plant and equipment, net operating losses,
derivatives, pensions and other items
Net liability at end of year

299.9

417.4

395.2

(41.5)
258.4

(117.5)
299.9

22.2
417.4

218

The components of the tax expense in the income statement were as follows:

Corporation tax charge in year
Deferred tax credit relating to origination and reversal of temporary differences

Year ended March 31,
2020
€M

2019
€M

2021
€M

5.5
(99.1)
(93.6)

44.4
(22.8)
21.6

96.5
(33.4)
63.1

The tax credit in the year to March 31, 2021 consisted mainly of temporary differences of a net credit of €99m
for property, plant and equipment, tax losses, transitional adjustments and debit of €58m for derivatives. The tax credit
in the year to March 31, 2020 consisted mainly of temporary differences of a net credit of €23m for property, plant and
equipment, deferred tax losses, transitional adjustments and a credit of €95m for derivatives. The tax charge in the year
to March 31, 2019 consisted of temporary differences of a credit of €69m (including IFRS 15 adjustment of €36m which
was recognized directly in equity) for property, plant and equipment, deferred tax losses and a charge of €91m for
derivatives.

The following table reconciles the statutory rate of Irish corporation tax to the Company’s effective corporation

tax rate:

Statutory rate of Irish corporation tax on (loss)/profits
Non-Irish profits and losses taxed at other rates
Other movements
Total effective rate of taxation on (loss)/profits

Year ended March 31,
2020
%

12.5
(9.3)*
—
3.2

2021
%
(12.5)
(0.7)
4.8**
(8.4)

2019
%

12.5
(5.8)*
—
6.7

* Primarily relates to the impact of net operating losses incurred in LaudaMotion (taxable at 25%).
** Primarily relates to the derecognition of deferred tax asset in respect of net operating losses incurred in LaudaMotion (taxable at 25%).

The deferred tax movement per each type of temporary difference is detailed below:

Property, plant and equipment
IFRS 15 transition adjustment
Right of use assets & lease liabilities
Deferred tax asset on net operating losses
Derecognition of deferred tax asset
Pension payments
Share based payments
Deferred tax credit

Year ended March 31,
2020
€M

2019
€M

2021
€M

(21.9)
7.1
0.6
(138.7)
53.7*
—
0.1
(99.1)

(14.4)
7.1
(1.1)
(10.4)
—
—
(4.0)
(22.8)

2.7
7.1
—
(43.2)
—
—
—
(33.4)

*Relates to the derecognition by Group of a deferred tax asset in respect of losses of LaudaMotion operations in Austria, as part of an internal group
restructure.

219

Deferred tax applicable to items charged or credited to other comprehensive income were as follows:

Effective portion of changes in fair value of cash-flow hedges
Net change in fair value of cash-flow hedges transferred to property, plant and equipment
Net hedge ineffectiveness and discontinuation transferred to profit or loss
Net other changes in fair value of cash-flow hedges transferred to profit or loss
Total tax charge in other comprehensive income

The principal components of net deferred tax at each year-end were:

Arising on capital allowances and other temporary differences
Arising on losses
Arising on derivatives
Arising on pension
Total

2021
€M

124.5

0.2
(24.4)
(42.7)
57.6

At March 31,
2020
€M

(9.4)

—
(53.5)
(31.8)
(94.7)

2019
€M

55.6

—
—
35.6
91.2

2021
€M

392.9
(138.7)
4.8
(0.6)
258.4

At March 31,
2020
€M

2019
€M

299.3
53.6
(52.4)
(0.6)
299.9

343.3
32.4
42.3
(0.6)
417.4

Deferred tax assets are recognized on the basis that sufficient future profits will be available against which they

may be utilized.

The Company recognized all appropriate deferred tax assets and liabilities at March 31, 2021, 2020 and 2019,
with the exception of some deductible temporary differences. The tax value of deductible temporary differences where
near-term recovery is not probable and therefore have not been recognized in the Consolidated Balance Sheet amounts
to approximately €104m (2020: €132m; 2019: €nil). These deductible temporary differences are not subject to expiry
based on current tax legislation and are subject to annual review. No deferred tax has been provided for unremitted
earnings of overseas subsidiaries. No temporary differences arise on the carrying value of the tax base of subsidiary
companies as the Company’s trading subsidiaries are resident in countries with which Ireland has concluded double
taxation agreements.

15. Provisions

Provision for aircraft maintenance on leased aircraft (a)
Provision for pension obligation (b)

(a) Provision for aircraft maintenance on leased aircraft
At beginning of year
Increase in provision during the year
Utilization of provision upon the hand-back of aircraft
At end of year

2021
€M

53.2
4.5
57.7

At March 31,
2020
€M

75.4
4.5
79.9

2019
€M

130.7
4.9
135.6

2021
€M

At March 31,
2020
€M

2019
€M

75.4
37.3
(59.5)
53.2

130.7
23.2
(78.5)
75.4

133.2
19.8
(22.3)
130.7

During fiscal year 2021, the Company returned 11 Boeing 737 aircraft held under lease to the lessors.

220

The expected timing of the outflows of economic benefits associated with the provision at March 31, 2021,

2020 and 2019 are as follows:

At March 31, 2021
Provision for leased aircraft maintenance

53.2

10.3

4.1

11.5

24.3

3.0

Carrying
Value

2022
€M

2023
€M

2024
€M

2025
€M

Thereafter

€M

Carrying
Value

€M

2021
€M

2022
€M

2023
€M

2024
€M

Thereafter
€M

75.4

43.3

12.1

3.2

5.9

10.9

Carrying
Value

€M

2020
€M

2021
€M

2022
€M

2023
€M

Thereafter
€M

130.7

100.5

18.8

7.6

3.8

—

At March 31, 2020
Provision for leased aircraft maintenance

At March 31, 2019
Provision for leased aircraft maintenance

(b) Provision for pension obligation
At beginning of year
Movement during the year
At end of year

See Note 22 to the consolidated financial statements for further details.

16. Issued share capital, share premium account and share options

(a)

Share capital

Authorized/Share Capital reorganization

1,550,000,000 ordinary equity shares of 0.600 euro cent each
1,368,000,000 'B' Shares of 0.050 euro cent each
1,368,000,000 Deferred shares of 0.050 euro cent each

Allotted, called-up and fully paid:

1,089,181,737 ordinary equity shares of 0.600 euro cent each
1,133,395,322 ordinary equity shares of 0.600 euro cent each
1,128,062,028 ordinary equity shares of 0.600 euro cent each

2021
€M

At March 31,
2020
€M

2019
€M

4.5
—
4.5

4.9
(0.4)
4.5

4.9
—
4.9

2021
€M

At March 31,
2020
€M

2019
€M

9.3
0.7
0.7
10.7

—
—
6.7

9.8
0.7
0.7
11.2

6.5
—
—

9.3
0.7
0.7
10.7

—
6.8
—

In September 2020, 35.2m ordinary shares were issued via an ordinary share placing at a price of €11.35 per
share generating approximately €400m proceeds. Transaction costs of approximately €2m were accounted for as a
deduction from equity.

221

Other movement in the share capital balance year-on-year principally relates 3.6m new shares issued in fiscal
year 2021, following the exercise of vested share options, (2020: 3m; 2019: nil). There were no share buybacks, resulting
in no cancelled shares, in fiscal year 2021 (2020: 47.2m; 2019: 37.8m).

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
Issue of ordinary equity shares
Balance at end of year

2021
€M

738.5
423.1
1,161.6

At March 31,
2020
€M

719.4
19.1
738.5

2019
€M

719.4
—
719.4

(c)

Share options and share purchase arrangements

Option Plan 2013 allows employees or 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. At the 2019 AGM, shareholders approved LTIP 2019. LTIP 2019
replaces Option Plan 2013 for all future share based remuneration grants. There were no grants under LTIP 2019 in
fiscal year 2021.

Details of the share options outstanding are set out below:

Share Options

Weighted
Average
Exercise Price
(€)

Outstanding at March 31, 2018

Exercised
Granted
Forfeited
Outstanding at March 31, 2019

Granted
Forfeited
Exercised
Outstanding at March 31, 2020

Granted
Forfeited
Exercised
Outstanding at March 31, 2021

20.1

—
20.0
(0.3)
39.8

—
(2.0)
(3.0)
34.8

—
(1.2)
(3.6)
30.0

7.70

—
11.12
12.00
9.38

—
12.47
6.31
9.57

—
11.56
6.42
9.83

The mid-market price of Ryanair Holdings plc’s ordinary shares on Euronext Dublin at March 31, 2021 was
€16.55 (2020: €9.33; 2019: €11.67). The highest and lowest prices at which the Company’s shares traded on Euronext
Dublin in fiscal year 2021 were €17.56 and €8.20 respectively (fiscal year 2020 were €16.07 and €8.32 respectively;
fiscal year 2019 were €16.72 and €10.04 respectively). There were 10.9m options exercisable at March 31, 2021 (2020:
nil; 2019: nil). The average share price for fiscal year 2021 was €13.01 (2020: €11.77; 2019: €13.28).

222

There were 3.6m options exercised during fiscal years 2021 (2020: 3.0m; 2019: nil).

At March 31, 2021 the range of exercise prices and weighted average remaining contractual life of outstanding

options are shown in the table below.

Vested
Vested
Vested

Weighted average

Exercise
price
€

No.
options

Remaining
contractual

outstanding

life
(years)

6.25
6.74
8.35
11.12
12.00
14.40
17.55
9.83

3.6
2.2
5.0
17.4
1.6
0.1
0.1
30.0

1.3
1.5
1.6
5.9
3.4
4.1
1.3
4.1

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 approximately €4m to the
income statement (2020: €7m; 2019: €8m) being recognized within the income statement in accordance with employee
services rendered.

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. The service period is five years.

17. Other equity reserves

The total share-based payments reserve at March 31, 2021 was approximately €31m (2020: €32m; 2019: €29m).
The treasury reserve amounted to €nil at March 31, 2021 (2020: €nil; 2019: €nil). The total cash-flow hedge reserve
amounted to positive €211m at March 31, 2021 (2020: negative €111m; 2019: positive €275m). Further details of the
Group’s derivatives are set out in note 13 of the consolidated financial statements

18. Analysis of operating revenues and segmental analysis

The Group determines and presents operating segments based on the information that is provided internally to
the Group CEO, who is the Company’s Chief Operating Decision Maker (CODM). The Group currently comprises four key
separate airlines, Buzz, Lauda, Malta Air and Ryanair DAC. Ryanair DAC and Malta Air are separate reportable segments
as they each exceed the applicable quantitative thresholds for reporting purposes. Buzz and Lauda do not individually
exceed the quantitative thresholds and accordingly are presented on an aggregate basis as they exhibit similar
economic characteristics and their services, activities and operations are sufficiently similar in nature. The results of
these operations are included as ‘Other Airlines.’ This is the first year that Malta Air has been required to be presented
as a separate reportable segment and hence the prior year information has been represented for comparability
purposes.

The CODM assesses the performance of the business based on the profit/(loss) after tax of each airline for the
reporting period. Resource allocation decisions for all airlines are based on airline performance for the relevant period,
with the objective in making these resource allocation decisions being to optimize consolidated financial results.

Reportable segment information is presented as follows overleaf:

223

External revenue
Inter-segment revenue
Segment revenue

Ryanair DAC
€M
1,620.0
586.4
2,206.4

Malta Air

At March 31, 2021
Other Airlines Elimination

€M

—
464.2
464.2

15.8
196.9
212.7

€M

—
(1,247.5)
(1,247.5)

Total
€M
1,635.8
—
1,635.8

Reportable segment profit/(loss) after income tax (i)

(641.6)

(18.7)

(155.1)

—

(815.4)

Other segment information:
Depreciation
Finance expense
Finance income
Capital expenditure

Reportable segment assets
Reportable segment liabilities

External revenue
Inter-segment revenue
Segment revenue

(506.6)
(65.6)
10.9
(343.0)

—
—
—
—

11,898.7
6,830.8

86.7
108.3

(64.4)
(4.2)
5.1
(33.6)

342.6
742.3

—
—
—
—

—
—

Ryanair DAC
€M
8,122.6
2.4
8,125.0

At March 31, 2020

Malta Air

Other Airlines Elimination

€M

—
210.8
210.8

372.2
187.2
559.4

€M

—
(400.4)
(400.4)

Reportable segment profit/(loss) after income tax (i)

1,097.7

(3.2)

(92.4)

(693.7)
(475.2)
21.4
(1,195.8)

14,194.5
8,995.2

—
—
—
—

64.4
67.9

(55.0)
(4.9)
—
—

488.3
769.6

—

—
—
—
—

—
—

Reportable segment profit/(loss) after income tax (i)

1,023.7

Other segment information:
Depreciation
Finance expense
Finance income
Capital expenditure`

Reportable segment assets
Reportable segment liabilities

(635.4)
(59.1)
3.7

(1,546.7)

13,037.6
7,635.8

Ryanair DAC
€M
7,525.8

At March 31, 2019

Malta Air

Other Airlines Elimination

€M

—

—
—
—
—

—
—

€M

171.6

(138.7)

(5.1)
—
—
—

213.1
400.0

—

—
—
—
—

—
—

(i)
hedge ineffectiveness charge on jet fuel derivative instruments, foreign currency derivative instruments related to jet fuel, and aircraft delivery delays.

Adjusted loss after tax in the financial year ended March 31, 2021, excludes a charge of €200m (March 31, 2020: €353m), attributable to a

224

(571.0)
(69.8)
16.0
(376.6)

12,328.0
7,681.4

Total
€M
8,494.8
—
8,494.8

1,002.1

(748.7)
(480.1)
21.4
(1,195.8)

14,747.2
9,832.7

Total
€M
7,697.4

885.0

(640.5)
(59.1)
3.7
(1,546.7)

13,250.7
8,035.8

Other segment information:
Depreciation
Finance expense
Finance income
Capital expenditure

Reportable segment assets
Reportable segment liabilities

Segment revenue

Entity-wide disclosures:

Disaggregation of revenues

The following table disaggregates revenue by primary geographical market. In accordance with IFRS 8
paragraph 13, revenue by country of origin has been provided where revenue for that country is in excess of 10% of total
revenue. Ireland is presented as it represents the country of domicile. “Other European countries” includes all other
countries in which the Group has operations.

United Kingdom
Italy
Spain
Germany
Ireland
Other European countries
Total revenue

Year ended March 31,

2021
€M

251.4
377.5
315.7
N/A
81.0
610.2
1,635.8

2020
€M
1,782.3
1,522.1
1,107.1
823.3
594.5
2,665.5
8,494.8

2019
€M
1,715.3
1,440.8
1,005.6
773.2
529.8
2,232.7
7,697.4

Ancillary revenues comprise of revenues from non-flight scheduled operations, in-flight sales and Internet-
related services. Non-flight scheduled revenue arises from the sale of priority boarding, allocated seats, car hire, travel
insurance, room reservations and other sources, including excess baggage charges and administration fees, all directly
attributable to the low-fares business.

The vast majority of ancillary revenue is recognized at a point in time, which is typically the flight date. The
economic factors that would impact the nature, amount, timing and uncertainty of revenue and cashflows associated
with the provision of passenger travel related ancillary services are homogeneous across the various component
categories within ancillary revenue. Accordingly, there is no further disaggregation of ancillary revenue required in
accordance with IFRS 15, paragraph 114.

All of the Company’s operating profit arises from low fares airline-related activities. The major revenue earning
assets of the Company are its aircraft. As the majority of the Groups’ aircraft were registered in Ireland at March 31,
2021 losses accrue principally in Ireland, although all Group Airlines recorded losses in fiscal year 2021. 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.

19.

Staff numbers and costs

The average weekly number of staff, including the Executive Director, during the year, analyzed by category, was

as follows:

Flight and cabin crew
Sales, operations, management and administration
Average

Year ended March 31,

2021

2020

2019

13,806
1,896
15,702

15,653
2,289
17,942

13,911
2,027
15,938

At March 31, 2021 the Company had a team of 15,016 aviation professionals (2020: 17,268, 2019: 16,840).

225

The aggregate payroll costs of these persons were as follows:

2021
€M

Staff and related costs
Social welfare costs
Other pension costs (a)
Share based payments (b)

Year ended March 31,
2020
€M
1,039.4
47.5
13.0
7.0
1,106.9

438.4
25.0
5.2
3.6
472.2

2019
€M

929.2
38.5
8.6
7.7
984.0

(a) Costs in respect of defined-contribution benefit plans and other pension arrangements were €5m in 2021 (2020:

€13m; 2019: €9m).

(b) In the year ended March 31, 2021 the charge in the income statement of €3.6m for share based compensation
comprises a charge for the fair value of various share options granted in prior periods, which are being recognized
in the income statement in accordance with services rendered.

Government grants and assistance

During fiscal year 2021, many European countries in which the Ryanair Group operates made available payroll
support schemes. The Group utilized a number of these employment retention schemes to protect jobs within the Group
airlines. These schemes were a mix of short term Covid-19 specific programs and long-term schemes linked to social
security that existed pre Covid-19. The total amount of payroll supports received by the Group under the various schemes
amounted to approximately €84m and are offset against staff costs in the Consolidated Income Statement.

In April 2020, the Group raised £600m unsecured debt for general corporate purposes under the HMT and Bank
of England CCFF. The 0.44% interest rate was the prevailing rate for strong BBB rated companies. This debt was
subsequently extended in March 2021 for a further 12 months at a 0.46% interest rate.

There are no unfulfilled conditions or other contingencies attaching to government assistance at March 31,

2021.

226

20. Statutory and other information

Directors’ emoluments:
-Fees
-Share based compensation
-Other emoluments
Total Directors’ emoluments

Auditor’s remuneration (including reimbursement of outlay):
- Audit fees (i)
- Audit related fees (ii)
- Tax advisory fees (iii)
Total fees

Included within the above total fees, the following fees were payable to other KPMG firms
outside of Ireland:
Audit fees (i)
Audit related fees (ii)
Tax advisory fees (iii)
Total fees

Depreciation of owned property, plant and equipment
Depreciation of property, plant and equipment held under finance leases
Lease charges, principally for aircraft (iv)

Year ended March 31,
2020
€M

2019
€M

2021
€M

0.5
1.9
0.3
2.7

0.6
0.1
0.1
0.8

0.1
—
—
0.1

496.5
5.9
6.7

0.6
2.7
0.9
4.2

0.7
—
0.2
0.9

0.1
—
0.1
0.2

0.7
1.9
1.8
4.4

0.5
—
0.2
0.7

0.1
—
0.1
0.2

683.5
5.9
38.2

633.4
7.1
83.9

(i) Audit fees comprise audit work performed on the consolidated financial statements, including statutory financial
statements of subsidiary entities. In fiscal year 2021 €1,000 (2020: €1,000; 2019: €1,000) of audit fees relate to the
audit of the Parent Company.

(ii) Audit related fees comprise fees for assurance and services related to audit and other attestation services
performed by KPMG as required by statute, regulation or contract and which are not reported under “Audit fees”.
(iii) Tax fees 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.

(iv) Lease charges relates to leases with a duration of less than 12 months for which the Company availed of the short-

term lease exemption under IFRS 16.

(a) Fees and emoluments - Executive Director

Basic salary
Bonus (performance and target-related)
Share based compensation (i)

Year ended March 31,
2020
€M

2019
€M

2021
€M

0.25
—
1.78
2.03

0.50
0.46
2.51
3.47

1.06
0.77
1.55
3.38

(i)

2020 and 2021 include €1.78m non-cash accounting charge for 10m share options granted under the Group CEO’s
new 5-year contract in February 2019. The remaining charge in 2020 and 2019 relates to share options that vested
in 2019.

During the years ended March 31, 2021, 2020, and 2019 Michael O'Leary was the only Executive Director.

227

(b) Fees and emoluments – Non-Executive Directors

Fees
David Bonderman (i)
Róisín Brennan (ii)
Michael Cawley
Emer Daly
Stan McCarthy (iii)
Charles McCreevy (iv)
Declan McKeon (v)
Kyran McLaughlin (i)
Howard Millar
Dick Milliken
Mike O’Brien
Julie O’Neill
Louise Phelan

Emoluments
Share based compensation
Total

Year ended March 31,

2021
€’000

2020
€’000

2019
€’000

16.7
45.8
45.8
45.8
87.5

—
—
11.9
45.8
45.8
68.8
45.8
45.8
505.5

83.1
588.6

100.0
50.0
50.0
50.0
50.0

—
—
50.0
50.0
50.0
80.0
50.0
50.0
630.0

150.0
780.0

100.0
40.0
50.0
50.0
50.0
30.0
30.0
50.0
50.0
50.0
80.0
50.0
50.0
680.0

290.0
970.0

David Bonderman and Kyran McLaughlin retired from the Board of Directors on May 31, 2020.
Róisín Brennan was appointed to the Board of Directors in May 2018.

(i)
(ii)
(iii) Stan McCarthy was appointed Chairman from June 1, 2020.
(iv) Charles McCreevy retired from the Board of Directors in September 2018.
(v)

Declan McKeon retired from the Board of Directors in September 2018.

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 Mr. O’Leary at March 31, 2021 was €0.1m (2020: €0.1m; 2019: €0.1m). Pension
benefits have been computed in accordance with Section 6.1 of the Listing Rules of Euronext Dublin. 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.

Mr. O’Leary is a member of a defined contribution plan. During the years ended March 31, 2021, 2020 and 2019
the Company did not make contributions to the defined contribution plan for Mr. O’Leary. No Non-Executive Directors
are members of the Company defined benefit plan or received contributions under the defined contribution plan in fiscal
years ended March 31, 2021, 2020 and 2019.

228

(d) Shares and share options

(i) Shares

Ryanair Holdings plc is listed on the Euronext Dublin, London and NASDAQ stock exchanges.

The beneficial interests as at March 31, 2021, 2020 and 2019 of the Directors in office at March 31, 2021 and of

their spouses and dependent children in the share capital of the Company are as follows:

Michael Cawley
Emer Daly
Stan McCarthy
Howard Millar
Dick Milliken
Mike O'Brien
Michael O’Leary
Julie O'Neill
Louise Phelan

(ii) Share options

No. of Shares at March 31,
2020
756,198
3,260
10,000
390,000
9,750
—
44,096,725
1,000
30,000

2019
756,198
3,260
10,000
390,000
9,750
—
44,096,725
1,000
30,000

2021
756,198
6,840
10,000
435,000
9,750
4,405
44,096,725
5,000
30,000

The share options held by each Director in office at the end of fiscal year 2021 were as follows:

No. of Options at March 31,
2020

2019

2021

Róisín Brennan (d)
Michael Cawley (a) (d)
Emer Daly (d)
Stan McCarthy (d)
Howard Millar (c) (d)
Dick Milliken (a) (d)
Mike O'Brien (d)
Michael O’Leary (b) (e)
Julie O’Neill (a) (d)
Louise Phelan (a) (d)

50,000
80,000
50,000
50,000
50,000
80,000
50,000
15,000,000
50,000
80,000

50,000
80,000
50,000
50,000
80,000
80,000
50,000
15,000,000
80,000
80,000

(a) 30,000 options were granted to these Directors at an exercise price of €6.25 (the market value at the date of grant)

during fiscal year 2015, these options vested in May 2019.

(b) 5,000,000 options were granted to Mr. O’Leary during fiscal year 2015 at an exercise price of €8.35 (the market value

at the date of grant), these options vested in July 2019.

during fiscal year 2016, these options vested in May 2019.

(d) 50,000 options were granted to these Directors at an exercise price of €11.12 (the market value at the date of grant)
during fiscal year 2019. These options are exercisable subject to the Director still being a Non-Executive Director of
the Company through July 31, 2024.

(e) 10,000,000 options were granted to Mr. O’Leary at an exercise price of €11.12 (the market value at the date of grant)
during fiscal year 2019. These options are exercisable subject to him still being an employee of the Ryanair Group
through July 31, 2024.

In fiscal year 2021 the Company incurred total share-based compensation expense of €1.9m (2020: €2.7m;

2019: €1.9m) in relation to Directors.

229

21.

Finance expense

Interest expense
Hedge discontinuance and ineffectiveness (see note 13)

22.

Retirement benefits

Defined contribution schemes

Year ended March 31,
2020
€M

2019
€M

2021
€M

69.8
227.3
297.1

72.9
407.2
480.1

59.1
—
59.1

At March 31, 2021 the Company operates defined-contribution retirement plans in Ireland and the U.K. 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 €5m in fiscal year 2021 (2020: €13m; 2019: €9m).

Defined-benefit schemes

During fiscal year 2016 the Company closed the defined benefit plan for U.K. employees to future accruals. The
net pension liability recognized in the consolidated balance sheet for the scheme at March 31, 2021 was €4m (2020:
€4m; 2019: €4m). Costs associated with the scheme during fiscal year 2021 was €nil (2020: €nil; 2019: €nil).

The amounts recognized in the consolidated balance sheet in respect of defined benefit plans are as follows:

Present value of benefit obligations
Fair value of plan assets
Present value of net obligations
Related deferred tax asset
Net pension liability

23.

(Loss)/Earnings per share

Basic (loss)/earnings per ordinary share (€)
Diluted (loss)/earnings per ordinary share (€)

Number of ordinary shares (in Ms) used for EPS (weighted average)
Basic
Diluted (a)

2021
€M

At March 31,
2020
€M

2019
€M

(14.9)
10.4
(4.5)
0.6
(3.9)

(15.0)
10.3
(4.7)
0.6
(4.1)

Year ended March 31,
2020

2021
(0.9142)
(0.9142)

1,110.4
1,110.4

0.5824
0.5793

1,113.8
1,119.8

2019

0.7739
0.7665

1,143.6
1,154.6

(a) Details of share options in issue have been described more fully in note 16 to the consolidated financial statements.

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 fiscal year 2021, due to the loss-making position, share options are anti-
dilutive in accordance with IAS 33 and therefore are not assumed to be converted. For fiscal year 2020, the weighted
average number of shares in issue of 1,120m includes weighted average share options assumed to be converted, and
equal to a total of 6m shares. For fiscal year 2019, the weighted average number of shares in issue of 1,155m includes
weighted average share options assumed to be converted, and equal to a total of 11m shares.

230

The average market value of the Company’s shares for the purpose of calculating the dilutive effect of the share

options was based on quoted market prices for the year during which the options were outstanding.

24. Commitments and contingencies

Commitments

In September 2014, the Group agreed to purchase up to 200 Boeing 737-8200 aircraft (100 firm orders and 100
subject to option) from The Boeing Company over a five year period originally due to commence in fiscal year 2020 (the
“2014 Boeing Contract”). This agreement was approved at an EGM of Ryanair Holdings plc on November 28, 2014.
Subsequently, the Group agreed to purchase an additional 10 Boeing 737-8200 aircraft bringing the total number of
Boeing 737-8200 aircraft on order to 210 (assuming all options are exercised). In April 2018, the Company announced
that it had converted 25 Boeing 737-8200 options into firm orders bringing the Company’s firm order to 135 Boeing 737-
8200s with a further 75 options remaining. In December 2020, shortly after the FAA's ungrounding of the Boeing 737-
MAX aircraft in the U.S., the Company announced that it had converted its remaining 75 Boeing 737-8200 options into
firm orders bringing the Company’s firm order to 210 Boeing 737-8200 aircraft. Following certification of the Boeing 737-
8200 by the FAA in late March 2021, and EASA in early April 2021, the Group took delivery of its first Boeing 737-8200 in
June 2021. Deliveries are expected to continue until December 2024.

The table below reflects the future purchase obligations for firm aircraft purchases under the existing 2014
Boeing Contract, and are calculated by multiplying the number of firm aircraft the Company is obligated to purchase
under its agreement with Boeing during the relevant period by the standard list price of approximately U.S. $102.5m for
each aircraft (net of basic credits and reflective of price escalation over the originally scheduled delivery timeframe, and
taking account of advance payments paid in prior fiscal years) pursuant to the relevant contract, with the dollar-
denominated obligations being converted into euro at an exchange rate of $1.1725 = €1.00 (based on the European
Central Bank Rate on March 31, 2021). The Company is eligible for further customer specific credits (reflective, inter alia,
of its longstanding partnership with Boeing, its launch customer status for the Boeing 737-8200 aircraft, its commitment
to purchase 210 Boeing 737-8200 aircraft under the 2014 Boeing Contract and the delayed commencement of aircraft
deliveries) which will reduce the average amount payable per aircraft.

Under the terms of the 2014 Boeing Contract, the Company is required to make periodic advance payments of
the purchase price for aircraft it has agreed to purchase over the two-year period preceding the scheduled delivery of
aircraft with the balance of the purchase price being due at the time of delivery. Purchase obligations detailed below are
based on an agreed delivery schedule as of March 31, 2021.

Purchase Obligations

2014 Boeing Contract

Finance leases

Total
€M

Obligations Due by Period
1-2 years
€M

< 1 year
€M

2-5 years
€M

After 5 years
€M

7,752

1,801

5,063

888

—

The Company financed 30 Boeing 737 aircraft delivered between March 2005 and March 2014 with 13-year
euro-denominated Japanese Operating Leases with Call Options (“JOLCOs”). These structures were accounted for as
finance leases and are initially recorded at fair value in the Company’s balance sheet. Under each of these contracts,
Ryanair had a call option to purchase the aircraft at a pre-determined price ahead of maturity. Ryanair exercised these
options, the last 10 of which were purchased during fiscal year 2021.

231

The following table sets out the total future minimum payments of leasing the remaining nil aircraft (2020: 10

aircraft; 2019: 12 aircraft) under JOLCOs at March 31, 2021, 2020 and 2019, respectively:

2021

At March 31,
2020

2019

Present
value of
Minimum
payments

Minimum
payments

€M

Minimum
payments
€M

Due within one year
Due between two and five years
Due after five years
Total minimum lease payments
Less amounts allocated to future
financing costs
Present value of minimum lease payments

—
—
—
—

—
—

—
—
—
—

—
—

178.9
—
—
178.9

—
178.9

172.1
—
—
172.1

—
172.1

21.4
178.7
—
200.1

20.9
165.5
—
186.4

(0.7)

199.4

(0.6)
185.8

Commitments resulting from the use of derivative financial instruments by the Company are described in note

13 to the consolidated financial statements.

Contingencies

Since 2002, the European Commission has examined the agreements between Ryanair and various airports to
establish whether they constituted illegal state aid. In many cases, the European Commission has concluded that the
agreements did not constitute state aid. In other cases, Ryanair has successfully challenged the EU commission finding
that there was 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 €10m of alleged aid. In July and November 2016, the European Commission announced findings of
state aid to Ryanair in its arrangements with Cagliari and Klagenfurt respectively, ordering Ryanair to repay
approximately €13m of alleged aid. Ryanair appealed the seven “aid” decisions to the EU General Court. In late 2018, the
General Court upheld the Commission’s findings regarding Ryanair’s arrangements with Pau, Nimes, Angouleme and
Altenburg airports, and overturned the Commission’s finding regarding Ryanair’s arrangement with Zweibrücken airport.
Ryanair appealed these four negative findings to the European Court of Justice. In December 2019, Ryanair discontinued
the appeals to the European Court of Justice of these four negative findings as the Court had refused to grant an oral
hearing in any of the cases. The appeal proceedings before the General Court regarding Ryanair’s arrangements with
Cagliari and Klagenfurt airports are expected to take approximately two years. In August 2019, the European
Commission announced findings of state aid to Ryanair in its arrangements with Montpellier airport, ordering Ryanair to
repay a total of approximately €9m of alleged aid. Ryanair appealed the Montpellier “aid” decision in Feb 2021.

Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably Paris
(Beauvais), La Rochelle, Carcassonne, Girona, Reus, Târgu Mureș, Beziers and Frankfurt (Hahn). These investigations
are ongoing, and Ryanair expects that they will conclude in 2020, with any European Commission decisions appealable
to the EU General Court.

Ryanair is also facing an allegation that it has benefited from unlawful state aid in a German court case in

relation to its arrangements with Frankfurt (Hahn).

232

25. Note to cash flow statement

The following table outlines the changes in the carrying value of net debt:

Net debt at beginning of year
Changes from financing cashflows
Increase in cash and cash equivalents in year, including net foreign exchange differences
(Decrease) in financial assets: cash > 3 months
Decrease/(increase) in restricted cash
Net cash flow from (increase)/decrease in debt
Movement in net funds resulting from cash flows
Other changes
Translation on U.S. dollar denominated debt
Adjustment on initial application of IFRS 16 (net of tax)
Lease additions
Interest expense
Movement from other changes

2021
€M
(403.2)

84.3
(741.7)
(0.3)
(1,201.5)
(1,859.2)

15.7
—
(25.2)
(4.6)
(14.1)

At March 31,
2020
€M
(449.5)

2019
€M
(282.9)

890.8
(277.2)
(0.5)
(274.4)
338.7

19.7
(140.4)
(166.1)
(5.6)
(292.4)

160.6
(646.1)
0.3
322.9
(162.3)

(4.3)
—
—
—
(4.3)

Net debt at end of year

(2,276.5)

(403.2)

(449.5)

Analyzed as:
Cash and cash equivalents, cash > 3 months and restricted cash
Total borrowings*
Net debt

3,150.3
(5,426.8)
(2,276.5)

3,808.0
(4,211.2)
(403.2)

3,194.9
(3,644.4)
(449.5)

*Total borrowings include current and non-current maturities of debt and current and non-current lease liabilities.

The following table outlines the changes in the carrying value of share premium:

Balance at beginning of year
Changes from financing cashflows
Net proceeds from shares issued
Movement in net funds resulting from cash flows
Balance at end of year

2021
€M

At March 31,
2020
€M

2019
€M

738.5

719.4

423.1
423.1
1,161.6

19.1
19.1
738.5

—
—
719.4

During fiscal year 2021 the Group had cash outflows of €nil relating to the repurchase of ordinary shares (net of
stamp duty) (2020: €581m, 2019: €561m), which affected the retained earnings account. Please refer to the
Consolidated Statement of Changes in Equity for further detail.

233

The following table outlines the changes in liabilities arising from financing activities:

Balance at beginning of year
Net cash flow from (increase)/decrease in debt
Adjustment on initial application of IFRS 16 (net of tax)
Lease additions
Interest expense
Foreign exchange
Balance at end of year

Less than one year

More than one year

2021
€M

(4,211.2)
(1,201.5)
—
(25.2)
(4.6)
15.7
(5,426.8)
(1,778.4)
(3,648.4)

At March 31,
2020
€M

(3,644.4)
(274.4)
(140.4)
(166.1)
(5.6)
19.7
(4,211.2)
(457.3)
(3,753.9)

2019
€M

(3,963.0)
322.9
—
—
—
(4.3)
(3,644.4)

(309.4)

(3,335.0)

(5,426.8)

(4,211.2)

(3,644.4)

26. Shareholder returns

There were no shareholder returns during the year ended March 31, 2021.

In the year ended March 31, 2020 the Company bought back 47.2m ordinary shares at a total cost of
approximately €581m. This buyback was equivalent to approximately 4.2% of the Company's issued share capital at
March 31, 2020. All of these repurchased ordinary shares were canceled at March 31, 2020. As a result of the share
buybacks, share capital decreased by 47.2m ordinary shares with a nominal value of €0.3m and other undenominated
capital reserve increased by a corresponding €0.3m. The other undenominated capital reserve is required to be created
under Irish law to preserve permanent capital in the Parent Company.

In the year ended March 31, 2019 the Company bought back 37.8m ordinary shares at a total cost of
approximately €561m. This buyback was equivalent to approximately 3.2% of the Company’s issued share capital at
March 31, 2019. All of these repurchased ordinary shares were canceled at March 31, 2019.

As a result of the share buybacks, share capital decreased by 37.8m ordinary shares with a nominal value of
€0.2m and the other undenominated capital reserve increased by a corresponding €0.2m. The other undenominated
capital reserve is required to be created under Irish law to preserve permanent capital in the Parent Company.

27. Post-balance sheet events

In May 2021, the Group raised approximately €1.2bn, 5-year unsecured, Eurobonds at a fixed coupon of

0.875% for general corporate purposes.

234

28. Subsidiary undertakings and related party transactions

The following are the principal subsidiary undertakings of Ryanair Holdings plc.

Name

% Held in ordinary shares

Buzz (Ryanair Sun S.A.)

Lauda Europe Limited

Malta Air Limited

Ryanair DAC

Ryanair U.K. Limited

100

Registered
Office

21 Cybernetyki Street, 02-677
Warsaw, Poland
191, Level 3, Triq Marina, Pieta'
PTA 9041, Malta
191, Level 3, Triq Marina, Pieta’
PTA 9041, Malta
Airside Business Park, Swords, Co.
Dublin, Ireland
Enterprise House, 2nd Floor,
London Stansted Airport, England

Nature of
Business

Airline operator

Pursuant to Sections 314-316 of the Companies Act 2014, a full list of subsidiary undertakings will be annexed

to the Company’s Annual Return to be filed with the Companies Registration Office in Ireland.

In accordance with the basis of consolidation policy, as described in Note 1 of these consolidated financial
statements, the subsidiary undertakings referred to above have been consolidated in the financial statements of Ryanair
Holdings plc for the years ended March 31, 2021, 2020 and 2019.

The total amount of remuneration paid to key management personnel (defined as including each director,
whether executive or otherwise, of the Group, as well as the Executive team reporting to the Board of Directors, as set
out on page 144 amounted to €6.6m in the fiscal year 2021 (2020: €11.3m; 2019: €13.4m).

Basic salary and bonus*
Pension contributions
Non-executive directors’ fees
Share-based compensation expense

Year ended March 31,
2020
€M

2019
€M

2021
€M

3.5
0.2
0.5
2.4
6.6

6.8
0.2
0.6
3.7
11.3

8.0
0.2
0.7
4.5
13.4

*No bonus was paid for fiscal year 2021. Additionally, the Board and management agreed to significant fee/basic salary cuts for fiscal year 2021 as
part of the Company's response to the Covid-19 crisis.

29. Date of approval

The consolidated financial statements were approved by the Board of Directors of the Company on July 23,

2021.

235

Company Balance sheet

Note

2021
€M

At March 31,
2020
€M

2019
€M

167.3

138.7

131.5

1,391.1
10.8

996.0
10.0

858.7
8.1

1,569.2

1,144.7

998.3

35.2

6.7
1,161.6
3.5
331.0
31.2

6.5
738.5
3.5
328.7
32.3

6.8
719.4
3.2
204.7
29.0

Non-current assets
Investments in subsidiaries

Current assets
Loans and receivables due from subsidiaries
Cash and cash equivalents

Total assets

Current liabilities
Amounts due to subsidiaries

Shareholders’ equity
Issued share capital
Share premium account
Other undenominated capital reserve
Retained earnings
Other reserves

Shareholders’ equity

1,534.0

1,109.5

963.1

Total liabilities and shareholders’ equity

1,569.2

1,144.7

998.3

The accompanying notes are an integral part of the financial information.

On behalf of the Board

Stan McCarthy
Director
July 23, 2021

Michael O’Leary
Director

236

Company Statement of Cash Flows

Operating activities
Profit for the year
Net cash provided by operating activities

Investing activities
Decrease/(increase) in investments in subsidiaries
(Increase)/decrease in loans to subsidiaries
Net cash (used in)/from investing activities

Financing activities
Shareholder returns (net of tax)
Net proceeds from shares issued
Net cash (used in) financing activities

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Year ended March 31,
2020
€M

2019
€M

2021
€M

(0.1)
(0.1)

699.9
699.9

(25.0)
(395.1)
(420.1)

—
421.0
421.0

0.8

10.0

10.8

0.2
(137.7)
(137.5)

(579.6)
19.1
(560.5)

1.9

8.1

10.0

—
—

5.4
526.6
532.0

(531.6)
—
(531.6)

0.4

7.7

8.1

The accompanying notes are an integral part of the financial information.

237

Company Statement of Changes in Shareholders’ Equity

Issued
Share
Shares Capital

Ordinary

Other
Undenom-
Share
Premium
inated
Retained
Account Earnings Capital

M
1,171.2

€M

7.0

€M
719.4

€M
736.3

€M

3.0

Other

Reserves Total
€M
1,487.0

€M
21.3

Balance at March 31, 2018
Comprehensive income
Profit for the year
Total comprehensive income
Transactions with owners of the Company,
recognized directly in equity
Issue of ordinary equity shares
Share-based payments
Repurchase of ordinary equity shares /
stamp duty
Cancellation of repurchased ordinary
Shares
Balance at March 31, 2019
Comprehensive income
Profit for the year
Total comprehensive income
Transactions with owners of the Company,
recognized directly in equity
Issue of ordinary equity shares
Share-based payments
Repurchase of ordinary equity shares /
stamp duty
Transfer of exercised and expired share
based awards
Cancellation of repurchased ordinary
Shares
Balance at March 31, 2020
Comprehensive income
Profit for the year
Total comprehensive income
Transactions with owners of the Company,
recognized directly in equity
Issue of ordinary equity shares
Share-based payments
Transfer of exercised and expired share
based awards
Balance at March 31, 2021

—
—

—

—
—

—

—
—

—

(37.8)

1,133.4

(0.2)
6.8

—
719.4

—
—

3.0
—

—

—
—

—

—
—

19.1
—

—

(47.2)

1,089.2

(0.3)
6.5

—
738.5

—
—

(531.6)

—
204.7

699.9
699.9

—
—

(579.6)

3.7

—
328.7

(0.1)
(0.1)

38.9
—

—
1,128.1

0.2
—

423.1
—

(2.3)
—

—
6.7

—
1,161.6

4.7
331.0

—
—

—

—
—

—
7.7

—
—

—
7.7

—

(531.6)

0.2
3.2

—
29.0

—
963.1

699.9
699.9

19.1
7.0

—
—

—
7.0

—

(579.6)

(3.7)

—

—
32.3

—
1,109.5

—
—

—
3.6

(0.1)
(0.1)

421.0
3.6

(4.7)
31.2

—
1,534.0

—
—

—

0.3
3.5

—
—

—
3.5

The accompanying notes are an integral part of the financial information.

238

Notes forming part of the Company Financial Statements

30. Basis of preparation and significant accounting policies

The Company’s 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 as at March 31, 2021. 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 Act, 2014. 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 recognized 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 Act, 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 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 payments accounting policy and as set out in Note 1 and 16 (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.

239

Investments in subsidiaries

The Company holds investments in subsidiary companies, which are carried at cost less any impairments.

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 35 to
these 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 amortized cost,
using the effective interest yield methodology.

31. Investments in subsidiaries

Balance at start of year
Increase/(decrease) in investments
New investments in subsidiaries by way of share option grant to subsidiary employees
Balance at end of year

32. Loans and receivables due from subsidiaries

Due from Ryanair DAC (subsidiary)

2021
€M

138.7
25.0
3.6
167.3

At March 31,
2020
€M

131.5
0.2
7.0
138.7

2019
€M

129.2
(5.4)
7.7
131.5

2021
€M
1,391.1
1,391.1

At March 31,
2020
€M

996.0
996.0

2019
€M

858.7
858.7

All amounts due from subsidiaries are interest free and repayable upon demand. The expected credit loss

associated with the above balances is considered to be insignificant.

33. Amounts due to subsidiaries

Due to Ryanair DAC (subsidiary)

2021
€M

35.2
35.2

At March 31,
2020
€M

35.2
35.2

2019
€M

35.2
35.2

At March 31, 2021, Ryanair Holdings plc had borrowings of €35.2m (2020: €35.2m; 2019: €35.2m) from Ryanair

DAC. The loan is interest free and repayable on demand.

240

34. 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 DAC) 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 32 and 33 of these
Company financial statements. These inter-company balances are eliminated in the group consolidation.

The euro is the functional and presentation currency of the Company 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 credit rating from both Standard & Poor’s and Fitch Ratings. Additionally,
the Company had guaranteed certain subsidiary company liabilities. Details of these arrangements are given in Note 32
of these Company financial statements.

35. Contingencies

The Company has provided €5,432m (2020: €4,236m; 2019: €3,797m) in letters of guarantee to secure
obligations of subsidiary undertakings in respect of loans, bank advances and long dated foreign currency transactions.

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 28.

36. Shareholders’ returns

Please refer to Note 26 of the Consolidated Financial Statements.

37. Post-balance sheet events

Please refer to Note 27 of the Consolidated Financial Statements.

38. Date of approval

The Company financial statements were approved by the Board of Directors of the Company on July 23, 2021.

241

Directors

Directors and Other Information

S. McCarthy
L. Phelan
R. Brennan
M. Cawley
E. Daly
H. Millar
D. Milliken
M. O’Brien
M. O’Leary
J. O’Neill

Chairman
Senior Independent Director

Group CEO

Secretary

J. Komorek

Registered Office

Auditors

Principal Bankers

Solicitors & Attorneys at Law

Ryanair Dublin Office
Airside Business Park
Swords
Co. Dublin
K67 NY94
Ireland

KPMG Chartered Accountants
One Stokes Place
St. Stephens Green
Dublin 2
Ireland
DO2 DE03

Citibank Europe Plc
One North Wall Quay
Dublin 1
Ireland
D01 T8Y1

Arthur Cox
Ten Earlsfort Terrace
Dublin 2
DO2 T380
Ireland

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006, United States

242

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.

243

CUSTOMER FEEDBACK
Don’t just take our word for it!

PRICE

NEW ROUTES

CUSTOMER SERVICE

ENVIRONMENT

Olga M. (Warsaw)

Julian & Johan (Palma)

Noah S. (Frankfurt)

Holly G. (Manchester)

My family and I really enjoy the
time we get to spend together on
holidays. It’s even better when
the cost to go to your holiday
destination is so low! It makes a
massive difference travelling in
numbers and means we can put
money towards something else or
just save.

We’re holidaying in
Bucharest! We’re finally
seeing the city we’ve been
meaning to for so long and
it doesn’t disappoint. There
are so many other places we
can visit from Palma too. It
feels like there’s someplace
new to see each week.

May. 2021

Jul. 2021

I had to make a change to my
booking and flight plans recently.
I contacted Customer Care and they
told me exactly what to do. It was a
laid-back and simple process. I was
pleasantly surprised, and grateful.

Feb. 2021

I love travelling but I also try
to do my bit for the planet
and I’m conscious of the
collective impact we all make
when holidaying. I only learned
how environmentally friendly
Ryanair is. I’ve travelled with
Ryanair lots of times, but now,
I think they’re my go-to!

Aug. 2020

PRICE

CUSTOMER SERVICE

REFUND

CHOICE

Chiara R. (Rome)

Sophie M. (London)

Stephen S. (Dublin)

Ben F. (Vienna)

I often fly for business and
flying with Malta Air you just
can’t beat them for price. Even
if I’m bringing extra luggage
for a longer business trip, it’s
all very affordable and if a
work trip gets cancelled, it’s all
very easy to rearrange.

Sep. 2020

I had to make a change to my flight
when I could no longer get away the
day I wanted to. I thought it would
take ages and that there might be a
fee too, but it was painless and the
person I spoke with in Customer
Care was so helpful.

May. 2021

My girlfriend and I were
supposed to be travelling to
Spain but had to cancel due
to unforeseen circumstances.
We wanted a full refund and
so we used Ryanair’s ChatBot
to see what our next move
should be and who to contact.
It was so easy… and we got all
our money back!

Apr. 2020

After not being able to fly for
so long it’s amazing to see
how many places I can fly to
with Lauda. The trouble now
is deciding where to go. After
so long with limited travel, the
world is my oyster again!

Jun. 2021

THE GREENEST WAY TO FLY

Ryanair is the most efficient major EU airline group. With the youngest fleet and the highest load
factors, our CO2 per passenger/km is only 66g.

The last decade has brought a lot

Our efforts include a $22bn investment in new efficient

of changes at Ryanair, and putting

aircraft that will carry more passengers, but with 16% lower

the environment at the forefront of our

fuel consumption and 40% lower noise emissions, and we’re

business is shaping the present and future

supporting the development of Sustainable Aviation Fuels.

of the airline. Although aviation represents

As Europe’s largest airline group, we recognise we have an

only a small proportion of man-made emissions worldwide, we

important responsibility and we are committed to leading

must do our part to achieve a carbon neutral industry by 2050.

the way in this journey to a green, decarbonised future.

Tom Fowler - Director of Sustainability

WHAT MAKES RYANAIR EUROPE’S MOST EFFICIENT AIRLINE GROUP?

YOUNGEST
FLEET
AVERAGE 9 YEARS

96% FILLED
SEATS
(PRE COVID-19)

FLYING
DIRECT
ROUTES

66G CO2
PAX/KM
LOWEST EMISSIONS