Ryanair Holdings plc Annual Report 2022

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FY2022 Annual Report · Ryanair Holdings plc

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ANNUAL REPORT 2022

KEY STATS YEAR END MARCH 2022

97M GUESTS
149M PRE-COVID
225M BY FY26

CHOICE & COVERAGE

T
P
U

O3,000
DAILY FLIGHTS

FLIGHTS TO/FROM

C.225
AIRPORTS
UNRIVALED CUSTOMER SERVICES

19,000+
HIGH SKILLED
AVIATION PROFESSIONALS

BASE
AIRPORTS

SERVES

S
E
I

R
T
N
U
O
C

90%
ON-TIME
PERFORMANCE

37 YEAR
SAFETY RECORD

471 B737S
29 A320S
90% FLEET DEBT FREE

G
S
E

NO.1 EUROPE AIRLINE
NO.2 GLOBAL AIRLINE
SUSTAINALYTICS

CLIMATE RATING

(STABLE)

CDP

S&P AND FITCH
CREDIT RATING

CONTENTS

Financial Summary

Chairman’s Report

Group CEO Report

Directors’ Report

Corporate Governance Report

Environmental & Social Report

Cautionary Statement Regarding Forward-
Looking Information

Detailed Index

Key Information

Risk Factors

Information on the Company

Consolidated Disclosures Persuant to Article 8
Taxonomy Regulation

108

Operating and Financial Review and Prospects

119

Directors, Senior Management and Employees

Report of the Remuneration Committee on
Directors’ Remuneration

127 Major Shareholders and Related Party

Transactions

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

128

Financial Information

132

Additional Information

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

Presentation of Financial & Certain Other
Information

145

Quantitative and Qualitative Disclosures about
Market Risk

150

Controls and Procedures

154

Consolidated Financial Statements

216

Company Financial Statements

222

Directors and Other Information

223

Appendix

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FINANCIAL
SUMMARY

INCOME STATEMENT

MAR 31, 2022

MAR 31, 2021

MAR 31, 2020

€’m

Scheduled Revenue

Ancillary Revenue

Total Revenue

Fuel

Ex-Fuel Costs

Total Operating Costs

Interest

Foreign Exchange/Hedge Ineffectiveness

(Loss)/Profit Before Tax

Tax Credit/(Expense)

(Loss)/Profit After Tax

2,653

2,148

4,801

1,699

3,442

5,141

(91)

(430)

189

(241)

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

BALANCE SHEET

MAR 31, 2022

MAR 31, 2021

MAR 31, 2020

Non-Current Assets

Gross Cash

Current Assets

Total Assets

Current Liabilities

Non-Current Liabilities

Shareholder Equity

€’m

9,675

3,626

1,849

8,870

3,150

308

€’m

10,253

3,808

686

15,150

12,328

14,747

5,399

4,206

5,545

3,527

4,154

4,647

5,508

4,325

4,914

Total Liabilities & Equity

15,150

12,328

14,747

Net Debt

1,452

2,277

403

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CHAIRMAN’S
REPORT

Dear Shareholder,

Fiscal year 2022 (FY22) was another year of
unprecedented challenges for the Ryanair Group due
to the prolonged Covid-19 pandemic. While traffic
recovered strongly from 27.5m to 97m passengers,
the delayed (and disrupted) relaxation of EU Covid-19
travel restrictions until July 2021 (October in the U.K.),
combined with the damaging impact of the Omicron
variant in Q3 and Russia’s invasion of Ukraine in Q4,
meant that fares required significant price stimulation,
leading to a second year of financial losses.

Despite the many challenges and disruptions faced
by our customers and our people, your Board, and the
entire Ryanair team, worked tirelessly over the past
year to facilitate a safe return to normal operations
and to capitalise on the many growth opportunities
that now exist.

Notable milestones in FY22 include:

•

Ryanair’s CDP (Climate Disclosure Project) rating
improved from B- to B.
Sustainalytics ranked Ryanair the No.1 EU airline
& No.2 Global airline for ESG.

• Customer Satisfaction (CSAT) scores rose again

•

as traffic recovered.
Traffic rebounded strongly to 97m from 27.5m
(although still 35% behind pre-Covid levels).

2
2

THIS SUMMER, RYANAIR’S CAPACITY WILL
GROW TO APPROX. 115% OF SUMMER 2019
(PRE-COVID) LEVELS.

• Average fares fell 27% to just €27 due to Covid,

•

Omicron and the Ukraine invasion.
61 B737 “Gamechangers” delivered in FY22 (fleet
of 500 aircraft at year-end).
770 new routes and 15 new bases were announced
for the coming year.

• Net debt fell to €1.45bn (prior year €2.28bn) and

CCFF £600m loan repaid in October.
FY23 fuel well hedged at a significant discount to
spot prices.
5-year growth accelerated to 225m p.a. by FY26.

•

to
This summer, Ryanair’s capacity will grow
(pre-Covid)
approx. 115% of Summer 2019
levels. Following
the Board’s approval of an
accelerated growth plan (announced at the 2021
AGM), the Ryanair Group expects to grow traffic by
50% to 225m p.a. (previous target 200m) over the
coming 5-years.

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emissions

AVIATION WITH PURPOSE
2022 SUSTAINABILITY REPORT

growth
delivered

will
This
more
be
our
sustainably
fleet
new B737
“Gamechanger” aircraft,
which offer 4% more
seats, but consumes 16%
less fuel and reduces
noise
by
40%. ESG remains a key
focus for the Board. We
are proud of the Group’s
achievements over the past year, including rating
upgrades from both CDP and Sustainalytics (as
highlighted above), the publication of our “Aviation
with Purpose” sustainability report mapping out
Ryanair’s path to net carbon zero by 2050 and our
plans to create over 6,000 well-paid jobs for highly
skilled aviation professionals across Europe as we
grow our fleet out to 2026.

I welcome our new Director, Geoff Doherty, who
joined the Board in October. Geoff brings a wealth of
knowledge and experience to the Board and assists
with succession planning within the Audit Committee.
He will stand for election at the upcoming AGM. I also
want to express my gratitude to Julie O’Neill who has
chosen not to go forward for re-election at the next
AGM and will retire from the Board in September. Róisín
Brennan will take over as Chair of the Remuneration
Committee (“Remco”) when Julie departs the role.

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WE ARE PROUD OF THE GROUP’S
ACHIEVEMENTS OVER THE PAST YEAR,
INCLUDING RATING UPGRADES FROM BOTH CDP
AND SUSTAINALYTICS.

I wish to personally thank our dedicated team of over
19,000 aviation professionals, our managers and my
Board colleagues who have made it possible for our
millions of customers to return to the skies. We look
forward to welcoming 165m guests onboard this year.
Finally, I would like to thank you, our shareholders, for
your ongoing support.

Yours sincerely,

Stan McCarthy
Chairman

July 21, 2022

GROUP
CEO REPORT

Dear Shareholder,

We are pleased to present our Annual Report for the
year ended 31 March 2022, the second year in a row
that our business was devastated by the Covid-19
pandemic. Our expected recovery was badly disrupted
by the Omicron variant in late November, and again by
Russia’s unlawful invasion of Ukraine on 24 February,
with the overnight loss of all of our Ukrainian flights,
severely damaged our Central and Eastern European
traffic during February and March, and this war badly
affected Easter bookings and fares during April. Life is
never boring, or easy, in the airline business!

The Covid-19 Pandemic
The airline industry has never suffered a shock as
existential to our business as the Covid-19 pandemic.
Over the past 30 years, we have faced numerous
challenges including the 9/11 attacks, the Gulf War,
Icelandic volcanoes etc. During all of these crises,
even though our flights were grounded for, at most,
a couple of days, our traffic and schedules continued
to grow on an annual basis. Covid, however, has
grounded our industry for almost 2 years.

Annual traffic of 149m guests in FY20 collapsed
to just 27.5m in FY21. There was a partial recovery
last year due to the success of vaccines and the
EU’s Digital Covid Cert., which allowed a modest
recovery of routes and traffic during Summer 2021.

THE SPREAD OF THE COVID-19 VIRUS
FROM MARCH 2020 HAD A PROFOUND AND
DEVASTATING IMPACT ON AIR TRAVEL
AND OUR BUSINESS.

This recovery was badly damaged by the sudden
emergence of the Omicron variant in late November,
which negatively impacted bookings/schedules over
Christmas, and into January. While there was a partial
recovery in February, this was again badly damaged
by Russia’s illegal invasion of Ukraine on 24 February,
which closed the skies over Ukraine, and caused a
short-term collapse in traffic into Central and Eastern
European markets through March and April.

We remain hopeful that the high rate of EU vaccinations
will allow the airline and tourism industry to finally put
the Covid-19 pandemic behind us in Summer 2022.
However, we cannot ignore the risk of new variants
emerging in Autumn 2022, but hopefully nothing
emerges that is vaccine resistant.

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If there are no adverse Covid developments, then
we will expect short-haul intra-European air travel to
recover strongly during Summer 2022, and that this
recovery will be maintained through the remainder of
FY23. But our experience with Omicron last November,
and the Ukraine invasion in February, shows how
fragile the market remains, and the strength of any
recovery will be hugely dependent upon there being
no adverse or unexpected developments over the next
fiscal year.

Russia’s invasion of Ukraine
Russia’s illegal invasion of Ukraine on 24 February
last has created another unexpected development
which will overhang our industry until it is resolved.
We responded immediately by cancelling all Ryanair
flights to/from Ukraine, with a loss of up to 2m
passengers over the next 12 months. We were able
to pivot these flights and capacity away from Ukraine
from April onwards, and so we hope to recover some
of that lost Ukraine traffic by adding routes/flights to/
from other Central and Eastern European airports.

Ryanair remains committed to recovering our routes
and traffic in Ukraine as soon as the European
Aviation Safety Agency (EASA) rules that it is safe to
resume flying there. We have recently extended our
multi-year agreements with the main Ukraine airports
(Kyiv, Lviv, and Odessa), and we intend to be the first
European airline to return to flying to/from Ukraine
as soon as the people of Ukraine successfully repel
the illegal Russian invasion. In any post invasion
scenario, there must be a substantial investment in
the Ukrainian infrastructure, by both the people and
friends of Ukraine. This will be led by the repair of their
airport infrastructure, and the return of international
flights – led by Ryanair, which will facilitate inbound
investment, and to allow the Ukrainian people and their
families to reunite and recover from the extraordinary
trauma they have suffered as a direct result of this
unlawful invasion. Ryanair will continue to stand with
the people of Ukraine, and we will return to fulfil our
mission to become Ukraine’s No.1 airline, and we have
exciting and ambitious recovery and growth plans for
that country.

The Ukraine invasion caused significant damage to
our year-end bookings and airfares during March,
and especially over the Easter holidays in mid April,
but again (as with Covid), we hope will be no further
adverse developments
in Ukraine, and that the
Ukrainian people will successfully repel the invasion,
and restore their freedom, which will in turn underpin
their economic recovery and future freedom. Ukraine
is a very exciting country with a large population of
bright and very well-educated people, and Ryanair
will continue to invest in Ukraine, and will continue
to employ many Ukrainian Citizens among our pilots,
cabin crew, engineers, and IT professionals, both in
Ukraine and elsewhere in Europe.

The Environment

the

B
RATING

last year, under
Over
leadership of Thomas
the
of
our Director
Fowler,
Sustainability, we have made
significant progress on our
ambitions.
environmental
Protection
Climate
Our
independently
as
Rating,
verified by CDP (Carbon Disclosure Project), improved
from a B- to a B rating. We took delivery of 61 new
B737 “Gamechanger” aircraft, and these aircraft are
operating successfully across Europe, delivering 4%
more seats yet consuming 16% less fuel, and they
have markedly reduced our noise emissions by up to
40%.

We continue to work hard to develop and accelerate
the production of sustainable aviation fuel. We are
in our partnership with Trinity College
investing
Dublin’s Sustainable Aviation Research Centre, and we
announced a partnership with Neste in Amsterdam,
to power up to one third of our flights from Schiphol
Airport in Amsterdam with a 40% SAF blend.

FLEET
DELIVERED

61“GAMECHANGERS”

NEW
B737

AT MARCH 31, 2022

ONBOARD
DELIVERING

4%MORE SEATS

FUEL
CONSUMES

16%LESS FUEL & CO2

EMISSIONS
UP TO

40%LESS NOISE

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We are working with other EU airlines through the
Airlines for Europe (A4E) organisation, and the
European Union, to accelerate reform of the Single
European Sky to promote ATC efficiently and cut delays,
which will substantially reduce fuel consumption, CO2
emissions and flight delays for our guests.

Last November, Ryanair published our first “Aviation
with Purpose” Sustainability Report, setting out
ambitious environmental and social targets for the
coming decade, and mapping out Ryanair’s pathway
to net carbon zero by 2050. We can and will continue
to put sustainability at the heart of our growth and
expansion over the next decade. We continue to
promote the fact that passengers flying across Europe
who trade down on price from high-fare legacy airlines
to Ryanair are reducing their environmental footprint
by up to 50%, proving that with Ryanair, growth can be
coupled with sustainability, leading to a better future
for all of our guests and their families.

50%

Customers who switch to Ryanair from EU
legacy airlines can cut their CO2 by up to
50% per flight

Social
Our growth plans to 2026 will see Ryanair create
over 6,000 well-paid jobs for highly skilled aviation
professionals all over Europe. This year, Ryanair
invested €50m
in a cutting-edge aviation skills
training centre in Dublin, which contains 4 full motion
simulators, 2 fixed-based simulators, a full-scale
in-flight training aircraft, and a state-of-the-art fire/
smoke emergency training capsule.

SIMULATORS
4 full motion simulators (3x B737 and
1x A320) and 2 fixed-based simulators

This is a substantial investment by Ryanair in training
and upgrading the skills of our aviation professionals,
which we believe will lead to safer flights and improved
customer service. We expect to open at least 2 more
of these aviation skills training centres in Europe
over the next 3 years, with at least one on the Iberian
Peninsula, and one in Central or Eastern Europe.

Ryanair is also investing heavily in our engineering
and maintenance teams. We have opened new
hangar maintenance facilities in Kaunas, Shannon,
and more recently in Malta, where we continue to
recruit and train highly skilled aviation maintenance
professionals. These in-house facilities enable us to
create cadet and apprenticeships for school leavers,
bringing through the next generation of highly skilled
aviation and engine maintenance specialists.

Ryanair has significantly strengthened and deepened
our relationships with both our people and their
Unions over the last 12 months. We worked hard
together with our Trade Union partners to minimise job
losses during Covid, but we could only do so through
a sensible package of modest pay cuts across all
team members within the airline, while also gratefully
participating in Govt. payroll support schemes, which
were made available to stricken sectors of industry
across Europe.

Ryanair’s state of the art training facility, Dublin.

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Kaunas International Airport (KUN), Lituania.

As we began to see a post-Covid recovery in air
travel and tourism in Spring 2022, we moved quickly
with our Trade Unions to negotiate accelerated pay
restoration agreements, so that we can restore all
previously agreed pay cuts as soon as our business
and profitability returns to pre-Covid levels.

At the time of writing, these accelerated pay
restoration agreements have been put in place with
Unions representing more than 80% of our pilots, and
more than c.70% of our cabin crew teams across
Europe. We hope to conclude agreements with the
small remaining balance in the near-term future.
Our first priority is to restore our business and our
profitability to pre-Covid levels, and as soon as we
see that objective being reached, we are committed
to completing the restoration of the agreed pay cuts,
which enabled Ryanair and our Union partners to
minimise job losses during Covid.

The success of these pay agreements have been
vindicated in recent months, as many European airlines,
airports, and handling companies have struggled to
restore the thousands of jobs in airlines and airports
that were cut during the Covid-19 pandemic.

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115%

We are one of the few airlines in Europe
that is fully crewed, despite operating at
115% of our pre-Covid capacity

Ryanair stands out among the major EU airlines this
Summer, insofar as we are fully crewed for both pilots
and cabin crew, despite the fact that we are operating
at 115% of our pre-Covid capacity in Summer 2022.
Our business, our schedules, and our customers are
being disrupted by unprecedented ATC and airport and
handling delays, but we remain confident that we can
operate almost 100% of our scheduled flights, keeping
air fares low while minimising delays and disruptions
for our guests and their families.

We hope the reliability of our flights and schedules
this summer will enable us to return to pre-Covid
levels of profitability, and complete the process of
pay restoration before we get to the Summer 2023
schedule. We continue to recruit and train substantial
numbers of pilots, cabin crew and engineers, so that
we can take delivery of approximately 140 new Boeing
737 “Gamechanger” aircraft over the next 4 years,

and allow our traffic to grow from 149m pre-Covid to
over 225m p.a. by FY26. We continue to work closely
with and invest in our people and their Unions, as we
believe this is the best way for the Ryanair Group of
airlines to achieve our ambitious goals.

Our Group has doubled our capacity in Rome Fiumicino,
Lisbon, and Vienna airports, and has based a record
33 aircraft in Dublin for Summer 2022, to support the
Irish Government’s visionary Covid Recovery Incentive
Scheme.

Growth
The Covid-19 pandemic has had a devasting impact
upon European aviation. The past 2 years have seen
notable bankruptcies of numerous airlines, including
Thomas Cook, Flybe, Norwegian, Stobart, SAS and
Germanwings among others, and many of Europe’s
legacy airlines, including Alitalia, TAP, and LOT have
only survived by significantly reducing their fleet and
passenger capacity, while receiving multi-billion-
euro injections of State Aid. These huge structural
reductions in capacity have created enormous growth
opportunities for a low-cost leader like the Ryanair
Group to deploy our large deliveries of fuel efficient
B737 “Gamechanger” aircraft into markets in Ireland,
Italy, Portugal, Central and Eastern Europe, Spain, the
UK, and Denmark.

Over the
last 12 months, we have opened 15
new bases in Agadir, Billund, Chania, Corfu, Cork,
Madeira, Newcastle, Nuremberg, Riga, Stockholm,
Venice (Marco Polo), Venice (Treviso), Turin, Zadar,
and Zagreb. We have also announced long-term
extensions of low-cost base agreements at London
Stansted, Milan Bergamo, Manchester, East Midlands,
and Brussels Charleroi.

CAPACITY
Our Group has doubled capacity in Rome
Fiumicino, Lisbon, and Vienna airports, and
has based a record 33 aircraft in Dublin for
Summer 2022

Over the past 2 years, Ryanair’s market share has
increased dramatically across Europe. Notable
examples include Italy, where our share has increased
from 30% pre-Covid, to over 40% this Summer.
Our market share in Vienna has jumped from 8% in
Summer 2019 to 24% in Summer 2022. In Budapest,
which was Wizz’s home base, we have gone from
18% to over 30% in market leadership, and we have
also seen significant market share gains in Ireland,
Sweden, and Poland. Our New Routes team continue
to negotiate with more airports that we can grow at for
the next 2 or 3 years, and we remain confident that we
already have homes for the, approximately, 140 new
B737 “Gamechanger” aircraft we will take delivery of
from Boeing over the next 4 years.

220M

180M

140M

100M

60M

20M

225

205

185

165

GUESTS

149

27.5

FY21

FY20

FY22

FY23

FY24

FY25

FY26

210 X B737
“GAMECHANGER”
ORDER

4% MORE SEATS
16% LESS FUEL
40% LOWER COSTS

ADDIT. CAPAC. FOR
AIRPORTS TO
RESTORE TRAFFIC

LOWER AIRPORT. &
HANDLING COSTS

TRAFFIC & PROFIT
GROWTH

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The Future
Thanks to the support of our people, and the
courageous leadership of our Board, we believe that
Ryanair has negotiated the unprecedented Covid
pandemic in much better shape than any other
European airline. We entered this crisis with a strong
balance sheet and substantial cash reserves and,
while we emerge out of Covid with a sizeable net debt,
were able to manage our way through Covid in such
a way that we continue to have one of the strongest
balance sheets in the industry. We have lowered our
cost base through sensible partnerships with Boeing,
our airports, and our people, and we have worked hard
to keep our pilots, our cabin crew, and our engineers
employed and their licenses “current” during Covid, so
that we could recover our schedules and operations
rapidly as customer demand surged through the
Summer of 2022. While most of our EU competitors
are operating between 75% to 85% of their pre-Covid
capacity this Summer, Ryanair has grown to 115%
of our pre Covid volumes, which will deliver very
significant market share gains for our business.

We must work even harder this year to earn the trust
of our guests, to improve our customer service, to
maximise our punctuality and our reliability, while
keeping our air fares low, so that we can make air
travel affordable for millions of Europeans, visitors,
and their families as air travel returns following an
unprecedented 2-year hiatus.

We will continue to invest heavily in new fuel efficient
and environmentally friendly aircraft. We will continue
to invest heavily in recruitment, training, and the
safety of many thousands of highly skilled aviation
professionals, and we will continue to expand at new
and existing airports who wish to work with us to
make flying affordable for millions of Europeans and
their families, and to replace the routes and traffic
they have lost as competitor airlines folded or slashed
capacity to survive the Covid-19 pandemic.

As a Board and a team, all of us in the Ryanair Group
are determined to work hard so that our business
and EU air travel recovers strongly, so that we can
continue to offer the lowest fares with the most on
time flights with the lowest environmental footprint
for the benefit of our 165m customers, our hard-
working team of over 19,000 aviation professionals,
and also for our shareholders, who have supported
us through an extraordinarily difficult past 2 years.
We all hope that together we can look forward to a
strong post-Covid recovery in traffic, in market shares,
and in our business, so that this in turn will enable us
to fully restore the pay of our people, to reduce our
environmental footprint as we grow, and to make
flying even easier and more affordable for not just this
generation of European families and visitors, but for
many future generations to come. We are all working
hard here in Ryanair to deliver on these ambitious and
exciting challenges and we thank you sincerely for
your support.

Best wishes,

Michael O’Leary
Group CEO
July 21, 2022

RYANAIR GROUP ANNUAL REPORT 2022DIRECTORS’
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, 2022.

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 84 to
108. A review of the Company’s operations for the year is set out on pages 108 to 118.

Results for the year
Results for the year are set out in the consolidated income statement starting on page 156.

Principal risks and uncertainties
Details of the principal risks and uncertainties are on pages 66 to 83.

Key performance indicators
The key performance indicators are set out on pages 65; 84 to 108; 108 to 118.

Financial risk management
Details of the Group’s financial risk management policies and exposures are set out in Note 12 on pages 179 to
197.

Share capital
The number of ordinary shares in issue at March 31, 2022 was 1,134,528,528 (2021: 1,128,062,028; and 2020:
1,089,181,737). Details of the classes of shares in issue and the related rights and obligations are set out in Note
15 on pages 201 to 203.

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 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, 2022, the Company had a team of over 19,000 highly skilled aviation professionals.

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 127. At March 31, 2022 the free float in shares was 95.99%.

RYANAIR GROUP ANNUAL REPORT 2022Directors and Company Secretary
The names of Directors who served throughout fiscal year 2022 are: Róisín Brennan; Michael Cawley; Emer Daly;
Geoff Doherty; Stan McCarthy; Howard Millar; Dick Milliken; Mike O’Brien; Michael O’Leary; Julie O’Neill; and Louise
Phelan.

Geoff Doherty was appointed to the Board in October 2021.

Juliusz Komorek served as Company Secretary. Details of the appointment and re-election of Directors are on page 18.

Interests of Directors and Company Secretary
The Directors who held office at March 31, 2022 had no interests other than those outlined in Note 19(d) on page
209 in the shares of the Company.

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 27 on page 215. Details of total remuneration paid to
the Directors is set out in Note 19 on pages 207 to 209.

Executive Director’s service contract
In February 2019, Michael O’Leary signed a 5-year contract as Group CEO, commencing in April, 2019, which
commits him to the Company until the end of July 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 129.

Share buybacks
There were no shareholders returns in the year ended March 31, 2022 (2021: nil).

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. 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.

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.

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.

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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 47. They have
also considered the going concern position of the Company and their conclusion is set out on pages 31 to 32.

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, 2022 the Audit Committee met on 9
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 and identifying emerging risks. 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
Ryanair complies with the European Union (Disclosure of Non-Financial and Diversity information by certain
large undertakings and groups) Regulations 2017. The table below is designed to help stakeholders navigate
to the relevant sections in this Annual Report and public documents and policies published in our website
(https://www.ryanair.com) to understand the Group’s approach to these non-financial statements.

Reporting Requirement Governing Policies

Risk Management and Additional Information

Environmental Matters

Sustainability Report - Aviation
with Purpose

Environmental and social report - page 34 to 36
Environmental regulation - pages 104 to 107
Taskforce on Climate-related Financial Disclosures - Sustainability
Report - Aviation with Purpose – pages 42 to 48 (https://corporate.
ryanair.com/sustainability/).

Social and Employee
Matters

Code of Business Conduct and
Ethics

Code of Business Conduct and Ethics – page 26

Staff and labor relations - page 126

Freedom of Association Policy

https://investor.ryanair.com/wp-content/uploads/2021/12/Ryanair_
Freedom-of-Association-Policy.pdf

Charities and Partners

https://corporate.ryanair.com/about-us/giving-back/

Respect for Human
Rights

Non-Discrimination Policy

https://investor.ryanair.com/wp-content/uploads/2021/12/Ryanair_
Non-Discrimination-Policy.pdf

Bribery and Corruption

Anti-Bribery & Corruption Policy

https://investor.ryanair.com/wp-content/uploads/2022/02/Ryanair-
Holdings-plc-Anti-Bribery-Anti-Corruption-Policy-2022.pdf

Diversity

Inclusion, Diversity & Equality

Diversity – page 21

Non-Discrimination Policy

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Principal risks and impact on business activity are described under Risk Factors in pages 66 to 83.

Our business model is described within this report under Review of business activities and future developments in
the business in page 10.

Non-financial Key Performance Indicators (“KPIs“) are disclosed within the Sustainability Accounting Standards
Board Disclosures - Sustainability Report - Aviation with Purpose – page 39 (https://corporate.ryanair.com/
sustainability/).

Air safety & security
Commitment to air safety and security is a priority of the Company. See page 93 for details.

Critical accounting policies
Details of the Company’s critical accounting policies are set out on pages 163 to 174.

Subsidiary companies
Details of the principal subsidiary undertakings are disclosed in Note 27 on page 215.

Political contributions
During the financial years ended March 31, 2022, 2021 and 2020 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 33 forms part of the Directors’ Report.

Post balance sheet events
Details of significant post balance sheet events are set out in Note 26 to the consolidated financial statements on
page 214.

Auditor
The auditor, KPMG, Chartered Accountants, who were appointed in 1985, continued in office throughout fiscal year
2022 and up to the publication of this Annual Report.

During fiscal year 2022, the Group conducted an audit tender process to select a new external auditor commencing
in fiscal year 2023. Due to the EU Regulatory Framework on statutory audits, the incumbent auditor, KPMG, was not
invited to tender.

Following a transparent and competitive tender process, which included discussions with management and
presentations from candidate firms, the Audit Committee evaluated each of the proposals and, based on cultural
fit, corporate fit, audit quality and experience criteria, recommended to the Board that PwC be appointed as external
auditors of the Company commencing with the fiscal year 2023. The Board accepted this recommendation, and the
appointment will be put to shareholders for their approval at the AGM on September 15, 2022.

As resigning auditor, KPMG will resign on completion of the fiscal year 2022 audit. 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 2022 AGM.

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Annual General Meeting
The Annual General Meeting will be held at 9:00 a.m. on September 15, 2022 in the Ryanair Engineering Centre,
230/240 Lakeshore Drive, Airside Business Park, Swords, Co. Dublin, K67 XF79, Ireland.

On behalf of the Board

Stan McCarthy
Chairman

July 21, 2022

Michael O’Leary
Group CEO

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CORPORATE
GOVERNANCE REPORT

RYANAIR HAS ITS PRIMARY LISTING ON EURONEXT DUBLIN 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, 2022. 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.uk

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.

RYANAIR GROUP ANNUAL REPORT 2022Other matters reserved to the Board include treasury policy and procedures, internal control, audit and risk
management, remuneration of the 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 119), the Board considers that these
do not interfere with the discharge of his duties to Ryanair.

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 10 Non-Executive Directors following the appointment of Geoff Doherty in
October 2021. 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. 36% 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 119
to 120. 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.

RYANAIR GROUP ANNUAL REPORT 2022Stan McCarthy (Non Exec Chairman)

Louise Phelan (Non Exec-SID)

Róisín Brennan (Non Exec)

Independent: Yes
Years: 5
Citizenship: Irish/US
Commitee:
Executive
Nomination (Chair)

Independent: Yes
Years: 9
Citizenship: Irish
Commitee:
Executive (Chair)
Nomination

Independent: Yes
Years: 4
Citizenship: Irish
Commitee:
Audit
Remuneration

Michael Cawley (Non Exec)

Emer Daly (Non Exec)

Geoff Doherty (Non Exec)

Independent: Yes
Years: 8
Citizenship: Irish
Commitee:
Executive
Remuneration

Independent: Yes
Years: 4
Citizenship: Irish
Commitee:
Audit

Independent: Yes
Years: 1
Citizenship: Irish
Commitee:
Audit

Howard Millar (Non Exec)

Dick Milliken (Non Exec)

Mike O’Brien (Non Exec)

Independent: Yes
Years: 7
Citizenship: Irish
Commitee:
Executive
Nomination

Independent: Yes
Years: 9
Citizenship: UK
Commitee:
Audit (Chair)

Independent: Yes
Years: 6
Citizenship: Irish
Commitee:
Safety & Security
(Co-Chair)

Michael O’Leary (Exec)

Julie O’Neill (Non Exec)

Juliusz Komorek (Co. Secretary)

Independent: No
Years: 26
Citizenship: Irish
Commitee:
Executive

Independent: Yes
Years: 9
Citizenship: Irish
Commitee:
Remuneration (Chair)

Years: 13
Citizenship: Polish

Summary of Director Competencies

Accounting,
Internal
Control &
Financial
Expertise(2)

Aviation &
Transport (1)

Safety &
Sustainability
(incl. climate) (3)

Talent
Mgt.(4)

Gov.
& Reg.

Consumer

Relations(5) Governance

Supply
Chain
Mgt. (6)

IT/Data/
Cyber/
Digital
Marketing

Stan McCarthy

Louise Phelan

Róisín Brennan

Michael Cawley

Emer Daly

Geoff Doherty

Howard Millar

Dick Milliken

Mike O’Brien

Michael O’Leary

Julie O’Neill

1
2
3
4
5
6

Current/previous experience in the aviation or the wider transport industry
Qualified Accountant or extensive financial experience
Understanding of the risks, impacts and opportunities of climate change
Experience of industrial relations, employment law, talent attraction & retention or other staff issues
Experience of regulatory affairs and public policy
Experience of sourcing, logistics and procurement (Supply chain)

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Appointment
Directors are appointed following selection by the Nomination Committee (“Nomco”) and approval by the Board
and must be elected by the shareholders at the following AGM. The focus of the Board, through Nomco, 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, with the exception of Julie O’Neill who is retiring from the Board in September 2022, will be offering
themselves for re-election at the AGM on September 15, 2022.

Dick Milliken is Chair of the Audit Committee, Stan McCarthy is Chair of Nomco, and Julie O’Neill is Chair of the
Remuneration Committee (“Remco”). Following Julie O’Neill’s departure from the Board in September 2022, Róisín
Brennan will take over as Chair of Remco.

Senior management regularly brief the Board, including new members, in relation to operating, financial, ESG
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 (unvested) share options over a small quantity of shares as set out on page 209.
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 typically 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. Further to the above, and 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 affords Ryanair’s shareholders an annual opportunity to
vote on the suitability of each Director.

Nomco have confirmed to the Board that it considers all Directors offering themselves for re-election at the
2022 AGM to be independent and that they continue to effectively contribute to the work of the Board. Nomco
recommends that the Company accept the re-election of the Directors.

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

Directors meet with key Executives with a particular focus on ensuring Non-Executive Directors are fully informed
on issues of relevance to Ryanair and its operations. Extensive papers on key business issues are provided to
all Directors in connection with the Board 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.

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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.

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
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.

independence of

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
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.

independence of

Independent

D. Milliken*

Non-Exec.

Tenure: served as Non-Executive
Director to the Ryanair Board
from July 2013.

independent
in character and
Dick Milliken
is
judgement and
the Board views his depth
of experience and service as enhancing his
independence in representing shareholder interest.

Independent

M. O’Brien

Non-Exec.

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

L. Phelan*

Non-Exec.

Tenure: served as Non-Executive
Director to the Ryanair Board
from December 2012.

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.

Louise Phelan
in character and
independent
judgement and the Board views her depth of experience
and service as enhancing her
in
representing shareholder interest.

independence

Independent

*The Board asked both Ms. Phelan and Mr. Milliken (who are just over the 9 years period which is considered as an indicator of independence
impairment by the 2018 Code) to remain on the Board to facilitate experienced management of the Group as it recovers from the Covid-19 crisis
(particularly as Julie O’Neill - another experienced non-executive director - is retiring in September 2022). This will in turn facilitate effective
succession planning and the development of a diverse Board. Mr. Milliken (as Audit Committee Chair) will oversee the rotation of external auditors
from KPMG to PwC during fiscal year 2023. As noted above, the Board considers both Ms. Phelan and Mr. Milliken to be independent.

RYANAIR GROUP ANNUAL REPORT 2022Meetings
The Board meets at least quarterly and in the year to March 31, 2022 the Board convened meetings on 8 occasions.
Individual attendance at these meetings is set out in the table on page 26. 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 19 on pages 207 to 209. Also, please see the Report of
the Remuneration Committee on Directors’ Remuneration on pages 39 to 46.

Non-Executive Directors
Non-Executive Directors are remunerated primarily by way of modest Directors’ fees. Full details are disclosed in Note
19(b) and 19(d) on pages 208 to 209.

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 ambitious targets. It is considered
that the significant shareholding of the Group CEO as well as (unvested) 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 19(a) on page 207.

Share Ownership and Dealing
Details of the Directors’ interests in Ryanair shares are set out in Note 19(d) on page 209.

The Board has adopted a code of dealing in securities of Ryanair Holdings plc, to ensure compliance with the Listing
Rules of Euronext Dublin, 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)).

Board Succession and Structure
The Board plans for its own succession with guidance from Nomco. Nomco regularly reviews the structure, size and
composition (including the skills, knowledge and experience) required of the Board compared to its current position
with regard to the strategic needs of Ryanair and recommends changes to the Board. There is a formal, thorough and
transparent procedure for the appointment of new Directors to the Board. Nomco identifies and selects candidates
on merit against objective criteria, to ensure that the Board has the skills, knowledge and expertise required. Nomco
has access to external advisors/recruiters as required and, during the past year, engaged PwC to assist with Board
succession planning. In October 2021, Geoff Doherty joined the Board. Due to his current financial experience,
Mr. Doherty was appointed to the Audit Committee to assist with succession planning for the Committee Chair.

RYANAIR GROUP ANNUAL REPORT 2022Following the retirement of Julie O’Neill from the Board in September 2022, Róisín Brennan will take over as Chair of
Remco.

In light of Ms. O’Neill’s decision to retire from the Board, the Chairman asked both Louise Phelan and Dick Milliken to
remain on the Board (despite having approximately 9 years term) to facilitate orderly, and planned, succession over
the next 2 years. Mr. Milliken (Audit Committee Chair) will oversee the rotation of external auditors from KPMG to PwC
during fiscal year 2023. Nomco are also kept abrest of contract extension discussions between Remco and the Group
CEO. The current Group CEO’s contract expires in July 2024. Succession planning (for both Board refreshment and
Senior Management) is typically an agenda item at each Nomco meeting and most Board meetings.

The Board currently comprises 11 Directors. The Group CEO is the only Executive Director. The 10 Non-Executive
Directors include Chairman Stan McCarthy and Senior Independent Director Louise Phelan. Biographies of all current
Directors are set out on pages 119 to 120. 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 (as set out in the Irish Governments
“Balance for Better Business” initiative). At the date of this report, approximately 36% of the Company’s Directors are
female. Diversity is a key criterion 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.

For further details, please refer to the Inclusion, Diversity & Equality section within the Sustainability Report - Aviation
with Purpose (page 28 https://corporate.ryanair.com/sustainability/) and our Non-Discrimination Policy (https://
investor.ryanair.com/wp-content/uploads/2021/12/Ryanair_Non-Discrimination-Policy.pdf).

Workforce Engagement
Róisín Brennan is 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 4 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, Emer Daly and Geoff
Doherty. The Board has determined that both Dick Milliken and Geoff Doherty are the Committee’s financial experts. It
can be seen from the Directors’ biographies appearing on pages 119 to 120, 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.

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Number of Audit Committee meetings:
The Committee met 9 times during the year ended March 31, 2022. Individual attendance at these meetings is set out in
the table on page 26. 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.

Summary of the role of the Audit Committee:
The role and responsibilities of the Committee are set out in its written terms of reference, which are available on the
Company’s website 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 judgmental areas and compliance with stock exchange, legal
and regulatory requirements. The Committee receives reports from the external auditors identifying any accounting
or judgmental issues requiring its attention;
The Committee also meets with management and the external auditors to review the Annual Report and Form 20-F,
which is filed annually with the Irish Companies Office 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;

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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. During fiscal year 2022, the Committee conducted an audit tender process to select a new external
auditor commencing in fiscal year 2023;
The Committee reviews and approves the external audit plan and the findings from the external audit of the financial
statements;
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 is fully compliant
with EU Audit Reform legislation. 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, permitted
non-audit services are 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 19 on
page 207; and
The Committee receives presentations in areas such as treasury and taxation, technical accounting and controls,
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 163, 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 (including the new Boeing
737-8200 aircraft, the first of which was delivered in fiscal year 2022), 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;

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•

Also on page 164, 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.

ii.

The Audit Committee had detailed discussions with management concerning the judgements involved in:
Accounting for the new Boeing 737-8200 aircraft, 61 of which were delivered in fiscal year 2022;
determining the level of passenger demand and its corresponding impact on the flight schedules for fiscal year
2023, which has an impact on the effectiveness of the Company’s jet-fuel hedges; and
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.

iii.

•

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 €3.63bn at March 31, 2022 and the sensitivity to changes in
these items. The Committee considered the Group’s cash generation projections through to the end of the current
aircraft purchase program (over the next four 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 32.

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, 2022 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, 2022, 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
and Euronext Dublin 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.

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During fiscal year 2022, the Committee conducted an audit tender process to select a new external statutory auditor
commencing in fiscal year 2023. Due to the EU Regulatory Framework on statutory audits, the incumbent auditor, KPMG,
was not invited to tender.

Following a transparent and competitive tender process which included presentations from candidate firms, the Audit
Committee evaluated each of the proposals and, based inter alia on cultural fit, corporate fit, audit quality and experience
criteria, recommended to the Board that PwC be appointed as external auditors of the Company commencing in fiscal
year 2023. The Board accepted the recommendation and the appointment will be put to shareholders for their approval
at the AGM on September 15, 2022.

As resigning auditor, KPMG has confirmed an intention to resign on completion of the fiscal year 2022 audit. As required
under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors to determine the remuneration
of the new auditor (PwC) will be proposed at the 2022 AGM.

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 (“Nomco”)
Stan McCarthy (Chair), Howard Millar and Louise Phelan are the members of Nomco. Nomco 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 Nomco are set out in its written terms of reference, which are available on the
Company’s website, https://investor.ryanair.com. Nomco uses its members’ extensive business and professional
contacts, as well as the services of professional advisors/recruitment specialists (including PwC in fiscal year 2022),
to identify suitable candidates. The Terms of Reference of Nomco are reviewed annually. The focus of Nomco 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 diversity.

4. REMUNERATION COMMITTEE (“Remco”)
Remco has authority to determine the remuneration to Senior Management (including the Executive Director) of the
Company and to administer the Company’s share based remuneration plans as described on page 44. The members of
Remco are Julie O’Neill (Chair), Róisín Brennan and Michael Cawley.

The role and responsibilities of the Remco are set out in its written terms of reference, which are available on the
Company’s website, https://investor.ryanair.com. Further information is set out in the Report of the Remuneration
Committee on Directors Remuneration on pages 39 to 46.

5. SAFETY & SECURITY COMMITTEE
The Ryanair Group Safety and Security Committee reviews and discusses air safety and security performance. The
Committee reports to the Board of Directors each quarter. Members include; Mike O’Brien and Ryanair’s Chief Risk
Officer, Carol Sharkey (who both act as Co-Chair) as well as the Accountable Managers of each of the Ryanair Group
Airlines. Various other Nominated Persons and managers are invited to attend.

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Code of Business Conduct and Ethics
Ryanair’s standards of integrity and ethical values have
been established and are documented in Ryanair’s Code of
Business Conduct and Ethics and the Group’s Anti-Bribery &
Corruption (“ABAC”) policy.

The Code of Business Conduct and Ethics is
available on the Company’s website,
https://investor.ryanair.com.

This code is applicable to all of the Ryanair Group team. There are established channels for reporting code violations
or other concerns in a confidential manner. The People Department investigates any instances and the Head of Internal
Audit reports findings directly to the Audit Committee.

Attendance at Board and Committee Meetings - Year Ended March 31, 2022

Name

Mr. S. McCarthy (Chair)

Ms. R. Brennan

Mr. M. Cawley

Ms. E. Daly

Mr. G. Doherty (i)

Mr. H. Millar

Mr. D. Milliken

Mr. M. O’Brien

Mr. M. O’Leary

Ms. J. O’Neill

Ms. L. Phelan (SID)

Board

Audit

ExecCo

Nomco

Remco

Safety &
Security

8/8

5/5

7/8

8/8

9/9

4/4

9/9

6/6

4/4

3/4

4/4

8/8

4/4

(i) Geoff Doherty was appointed to the Board in October 2021.

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.

The Non-Executive Directors also evaluate the performance of the Executive Director. These evaluations are
designed to determine whether each Director continues to contribute effectively and to demonstrate commitment
to the role.

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The B737 “Gamechanger”.

The Board considers the results of the evaluation process and any issues identified. The above evaluations were
conducted in May 2021 and were presented to the Board at the September 2021 Board meeting in respect of the
year under review. The May 2022 evaluations will be presented to the Board at the September 2022 Board meeting.
The Board intends to undertake an externally facilitated performance evaluation in the coming 12 to 18 months.

Stakeholder’s engagement
The Board recognises its responsibilities in respect of Provision 5 of the 2018 Code in relation to stakeholder
engagement. Key stakeholders include our Workforce, Customers and Shareholders.

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, corporate governance & ESG forums 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, 2022 the Company held discussions with a substantial number of institutional
investors, analysts, The Investor Forum, ESG advisors (incl. ISS-Governance, MSCI and Sustainalytics) and proxy
advisor firms (incl. Glass Lewis, ISS and PIRC). Additionally, Non-Executive Directors including the Chairman, Senior
Independent Director, 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, 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 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.

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Workforce
As noted above, Róisín Brennan is Ryanair’s Non-Executive Director with oversight of workforce engagement. The
role of the Workforce Engagement Non-Executive Director is to engage with employees and bring feedback to the
Board so together, the Board can understand and consider these views in its decision making. The Board includes
Workforce Engagement as an agenda item at least quarterly. During the past year, Róisín Brennan, as Workforce
Engagement Non-Executive Director, built upon previous panel engagements and hosted several panel discussions
with our engineers, Labs team, cabin crew, pilots, and office support staff. The mix of those in attendance at each
of the panel discussions provided valuable insights into the working life of our people. Suggestions made at some
of the panel discussions have subsequently been incorporated into our operations.

Customers
Every customer who flies with Ryanair is invited to rate their trip based on a number of criteria. This rating forms
the basis of the Customer satisfaction (CSAT) survey. A Customer Experience Forum, meets monthly to review
feedback from the CSAT survey and identify meaningful actions to improve customer’s experience. In fiscal year
2022, Customer panel events were held to obtain direct feedback on the improvements customers wanted. This
feedback helps form the basis of our fiscal year 2023 Customer Programme.

In fiscal year 2022, Ryanair established a Customer Panel which meets periodically to provide valuable feedback
and insights to enable Ryanair to improve it’s customer offerings. For further details, refer to “Customer” page 36
in the Environmental and Social Report.

In fiscal year 2022, a materiality assessment was conducted, whereby, key stakeholders were surveyed to
understand the ESG topics that are of importance to them. The Group has used the feedback of this assessment to
form the basis of the key topics the Group will report and monitor. Further detail on the materiality assessment is
outlined in our 2022 Sustainability Report (“Aviation with Purpose”) - https://corporate.ryanair.com/sustainability/.

General Meetings
All shareholders are given adequate notice of the Annual
General Meeting (“AGM”).

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 Committee and Remco 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 to
limitations described under note “Limitations on Share Ownership by Non-EU Nationals” on page 136. 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.

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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 9:00 a.m. on September 15, 2022 in the Ryanair Engineering Centre, 230/240 Lakeshore Drive, Airside
Business Park, Swords, K67 XF79, 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 2021 AGM, as was highlighted by the Meetings Chair during the AGM and reported
immediately following the AGM, no discretionary proxies were voted 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).

At the 2021 AGM, all resolutions were passed with more than 80% of votes in favor of each resolution.

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

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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;
The hiring of suitably qualified persons;
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, 2022 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.

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Second Shareholders’ Rights Directive
While not necessarily required, under section 1110M of the Companies Act 2014, the Company will seek (in the
interest of good corporate governance) shareholder approval for its Directors’ Remuneration Policy at its Annual
General Meeting in 2022. The Company’s Remuneration Policy, which was approved at the 2021 AGM, was updated
following a review of the Executive Director, and Senior Management, remuneration arrangements during fiscal
year 2022 to reflect changes in annual bonus targets, including the incorporation of ESG and Customer Satisfaction
targets at Remco’s discretion. 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;
Irish Listing Rule 6.1.32 and 6.1.35, which require certain incentive schemes and discounted option
arrangements to be approved by shareholders;
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 15 on pages 201 to 203.

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 page 130. 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 €3.63bn at March, 31 2022, and cash generation projections, together
with factors likely to affect its future performance, as well as the Group’s principal risks and uncertainties.

The Board are satisfied that it remains appropriate to adopt the going concern concept. In arriving at this decision,
the Board considered, among other things:

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1. The Ryanair Group’s liquidity with over €4.64bn cash at June 30, 2022, a €1.05bn reduction in net debt when
compared to March 31, 2022 (despite €416m capital expenditure), and the Group’s continued focus on cash
management;

2. The Group’s solid BBB credit ratings combined with a stable outlook (from both S&P and Fitch Ratings);
3. The Group’s strong balance sheet with over 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; coupled with the Group’s ability (as evidenced throughout the

Covid-19 crisis) to preserve cash and reduce operational and capital expenditure in a downturn;

6. The widespread rollout of Covid-19 vaccines and a booster program in Europe;

Increased bookings and passenger traffic; and

7.
8. The Group’s flexibility to react quickly to improved customer demand following vaccine rollouts and the launch

of EU Digital Covid Certificates in 2021.

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, the Group continues to adopt the going concern basis in preparing the financial statements.
The Directors’ responsibility for preparing the financial statements is explained on page 47 and the reporting
responsibilities of the auditor are set out in their report on page 56.

Viability Statement
The Group’s internal strategic planning processes currently extend to fiscal year 2026 (inclusive) which covers the
expected delivery timeframe for the Group’s existing aircraft orders and its long-term passenger growth target to
approximately 225m 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 (stable) 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 €3.63bn at March 31, 2022
and approximately €4.64bn at June 30, 2022 and the sensitivity to changes in these items. The Directors considered
the Group’s cash generation projections through to the end of the current aircraft purchase program together with
the principal risks and uncertainties facing the Group, as outlined in the Principal Risks and Uncertainties section
starting on page 66, 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.

Based 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, 2022, 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:

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•

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 historic, unvested 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 21, 2022

Michael O’Leary
Group CEO

RYANAIR GROUP ANNUAL REPORT 2022

ENVIRONMENTAL
& SOCIAL REPORT

“We will continue to lead
sustainable aviation,
focusing on the areas that
matter most to our business
and the regions we serve.”

(https://investor.ryanair.com) with

In November 2021, Ryanair published its first “Aviation
With Purpose” Sustainability Report. We are pleased to
launch the updated, 2022 edition of our Sustainability
the
Report
publication of this Annual Report (both documetns
should be read together). It contains information on
our Pathway to Net Zero, our environmental targets, our
Safety Strategy and our customer initiatives, among
other important topics.

To ensure that Ryanair is prepared for the Corporate
Sustainability Reporting Directive
(CSRD), we
conducted a materiality assessment and scenario
analysis to identify our key disclosures.

In fiscal year 2022 (FY22) CDP upgraded Ryanair’s
rating to B (from B-) and Sustainalytics ranked Ryanair
the No.1 European airline and No.2 Global airline, for
ESG.

is a brief overview on some of our key
Below
sustainability initiatives. For more detailed information
(as noted above), please see our 2022 Sustainability
Report (https://investor.ryanair.com).

Environment
In FY22 we demonstrated our commitment to the
Paris Agreement by developing a Pathway to Net
Zero emissions by 2050 underpinned by four strategic
pillars:

operational improvements

decarbonisation through the increased use
of sustainable aviation fuels (SAF)

34%
32% decarbonisation through technological &
24%
10%

decarbonisation through offsetting &
other economic measures

decarbonisation through the introduction
of better Air Traffic Management

We took delivery of 73 new Boeing 737 “Gamechangers”
ahead of peak Summer 2022. These aircraft carry 4%
more passengers, but are 16% more fuel efficient
and generate 40% less noise emissions than the
previous generation. In April, we entered our first
SAF partnership with Neste to power flights from
Amsterdam (Schiphol Airport) using a 40% SAF blend.

These initiatives led to a 9% improvement in carbon
intensity to 76g CO2 pax/km (FY21: 83g CO2 pax/km).
We remain committed to reducing emission intensity
by 10% from pre-Covid levels (66g CO2 pax/km) to 60g
CO2 pax/km by 2030.

RYANAIR GROUP ANNUAL REPORT 2022For further updates on our Pathway to Net Zero, please
see page 12 of our 2022 Sustainability Report.

For further updates on the Ryanair Sustainable
Aviation Research Centre, please see page 18 of our
2022 Sustainability Report.

In FY22, Ryanair obtained independent verification of
the Group’s emissions across the entire value chain.
We worked with our partners to understand the full
impact that Ryanair and its supply chain has on the
environment. The work was independently audited
and verified by Verifavia (See page 54 and 55 of our
2022 Sustainability Report).

The Ryanair Sustainable Aviation Research Centre,
at Trinity College Dublin
The Ryanair Sustainable Aviation Research Centre was
launched in April 2021. The Centre now has a team of
11 engineers and scientists focused on researching
SAF, zero carbon aircraft propulsion systems and
noise mapping for low-noise aircraft fleets.

For updates on all our Environmental initiatives, see
pages 10 to 18 of 2022 our Sustainability Report.

Social
FY22 saw a return to air travel and our people were
ready for it. From ground to air, our more than
19,000 aviation professionals were ready to continue
delivering exceptional service to our passengers.

Operational Safety & Security
We are proud of our industry leading safety record. The
safety and security of our customers and crew is the
No.1 priority of Ryanair. Ryanair has not had a single
flight crew fatality in its 37-year operating history.

LAUNCHED
APRIL 2021

11
ENGINEERS/SCIENTISTS

Work over the coming year will focus on:

•

The Life Cycle Assessment of the first types of
SAFs to be used by Ryanair;
Investigating the impact new aircraft technology
will have on Dublin airport and its surrounding
communities; and
Validating an aircraft design tool based on Ryanair
operational flight data.

SAF

RESEARCHING
SUSTAINABLE AVIATION

f e t y & Standards

C
o
s
t
s

PEOPLE

C
u
s
t
o
m
e
r
s

‘ONE

On Time Perf o r m a

SAFETY

This year we completed the standardisation of all our
safety procedures across Group airlines, ensuring the
sharing of knowledge and experience gathered over
37 years of safe flying.

We also carried out an extensive Safety Survey in
FY22. Hundreds of our people, across all Group
Airlines, provided feedback on our Safety Management
System including Safety Policy, Safety Reporting
and communications. The feedback from the Safety
Survey was encouraging. It confirmed that our safety
and security policy, procedures and systems are well
understood and embraced by our people.

For further updates on our approach to occupational
and operational safety, please see page 22 and 23 of
our 2022 Sustainability Report.

Training & Development
Training is at the forefront of the employee experience
at Ryanair and our people have access to some of
the best training facilities in the industry. Our pilot
and cabin crew training facilities in Germany, Ireland,
Italy and the U.K. are strategically located across the
network and house state-of-the-art flight and cabin
simulators.

RYANAIR GROUP ANNUAL REPORT 2022We promoted almost 150 First Officers to Captain in
FY22. On average, it takes just over 5 years for a Co-
Pilot to become a Captain within the Ryanair Group.

of our pilots were promoted to more
senior levels or into key training roles

For further updates on our approach to training and
development, please see page 24 and 25 of our 2022
Sustainability Report.

For updates on all our social disclosures initiatives,
see pages 20 to 31 of our 2022 Sustainability Report.

Governance

Policies
During FY22, the Ryanair Board approved the updated
Code of Business Conduct and Ethics and the Group’s
Anti-Bribery & Anti-Corruption (“ABAC”) policy. These
updates ensure policies align to best international
practice and standards.

We also published a range of new policies including
a Freedom of Association Policy, Non-discrimination
Policy and Public Affairs Statement. You can see all
our policies on the Group’s website (https://corporate.
ryanair.com).

P U B L I C A F F A I R S
S T A T E M E N T

R y a n a i r ’ s P u b l i c A ff a i r s S t a t e m e n t

NON-DISCRIMINATION
FREEDOM OF ASSOCIATION
POLICY
POLICY

Ryanair’s Public Affairs Statement

ESG Targets
To demonstrate the importance that we attribute to
ESG, management’s short and long-term variable pay
is now linked to the Group’s ESG (including customer
service) performance. The current KPIs include key
environmental targets (such as the achievement
of a CDP ‘A’ rating) and improvements in Customer
Satisfaction (CSAT) scores, which underpins the
Group’s ambitious sustainable traffic growth to 225m
p.a. by FY26. For an update on all Ryanair’s Corporate
Governance, please see page 15 of this report and our
Investor Relations website (https://investor.ryanair.
com).

EU Taxonomy
The main economic activities of the Ryanair Group is
the air transport of passengers. These activities are
not yet covered by the EU Taxonomy Regulation in the
reporting year. There were no other material activities
identified as taxonomy eligible.

Customer
Continuously improving our customers experience
is important, as we grow to 225m guests p.a. by
FY26. This year, thanks to direct feedback from our
Customer Panel and surveys, we’re launching even
more new developments, all designed to make our
customer’s experience even better. Refer to pages
32 to 39 of our Sustainability Report - Aviation
(https://corporate.ryanair.com/
with
sustainability/) for further details.

Purpose

Accessible Transport
This year we will support at least 3.5m passengers
who need special assistance with their travel. To date,
we have received high CSAT scores (+90%) for such
assistance.

We recently launched an Alexa voice recognition
overlay on our website. It is a resource for passengers
(especially those who are visually impaired) to access
our FAQ’s, check flight times and explore all of their
travel options. Our Alexa Overlay has been accredited
by the National Council for the Blind of Ireland (NCBI).

In Ryanair we transport, on average, 0.5m passengers
per day and some of these have hidden disabilities.
We have rolled out “Hidden Disabilities” training to all
of our pilots, cabin crew and Ground support teams
teaching them to recognise the sunshine lanyard and
that the person wearing it might just need a little more
time or support with their travel journey.

For further updates on our approach to our guests,
please see pages 32 to 39 of our 2022 Sustainability
Report.

Thomas Fowler
Director of Sustainability
July 21, 2022

RYANAIR GROUP ANNUAL REPORT 2022
CONSOLIDATED DISCLOSURES PURSUANT
TO ARTICLE 8 TAXONOMY REGULATION

The EU Taxonomy is a classification system for environmentally sustainable economic activities. The purpose of
which is to direct investments towards sustainable projects and activities and to provide companies, investors
and policymakers with appropriate definitions for which economic activities can be considered environmentally
sustainable.

Article 8 of Regulation (EU) 2020/852 (the “Taxonomy Regulation”) establishes a framework to facilitate sustainable
investing. As part of the Taxonomy Regulation, Ryanair is required to disclose how and to what extent the Group’s
activities are associated with economic activities that qualify as environmentally sustainable under Articles 3
and 9 of the Taxonomy Regulation and Article 10 (2) of Commission Delegated Regulation (EU) 2021/2178 (the
“Delegated Disclosures Act”).

First Time Application
Article 8 disclosure requirements are applicable for reporting periods from January 1, 2022. As such, fiscal year
2022 is the first period for reporting the share of taxonomy-eligible economic activities in terms of turnover, capital
expenditures (Capex) and operating expenditures (Opex). Only taxonomy-eligible economic activities related to
the first two environmental objectives (climate change mitigation and climate change adaptation) in accordance
with Article 9 of the Taxonomy Regulation and Article 10 (2) of the Delegated Disclosures Act are required to be
reported for Ryanair’s financial year 2022.

Ryanair Approach
The economic activities listed in Annex 1 and Annex 2 of Commission Delegated Regulation (EU) 2021/2139
(the “Climate Delegated Act”) were analysed by management. The main economic activity of the Group is the
air transport of passengers. This activity is not one of the sectors covered by the Climate Delegated Act in the
reporting year. It is expected to be included within the second climate delegated act, which is expected to be
published in 2022. However, it is expected that in the future, the Group’s use of sustainable aviation fuel (SAF) and
the best in class engine technology will be taxonomy-aligned. There were no other material activities identified as
taxonomy eligible.

KPI
With Aviation not yet one of the sectors covered by the Climate Delegated Act, the share of taxonomy-eligible
economic activities in Turnover, Capex and Opex was 0% in fiscal year 2022.

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Proportion taxonomy
eligible economic
activities (in %)

Proportion taxonomy
non-eligible economic
activities (in %)

Total €’m

Turnover

4,801

100%

Capex

1,533

100%

Opex

5,141

100%

Calculation

Explanation

Revenue derived from
taxonomy-eligible economic
activities (numerator)
divided by the net turnover
(denominator).

With regard to the numerator,
we have not identified any
Taxonomy-eligible activities
as Group revenue is primarily
derived from the air transport
of passengers (by the
Climate Delegated Act).

Taxonomy-eligible Capex
(numerator) divided by our
total Capex (denominator).

The Group did not generate
any revenues from
taxonomy-eligible products
and services during FY22.
The Group’s carbon offset
offering does not generate
any profits.

With regard to the
numerator, the largest
proportion of Capex is
in relation to aircraft
purchases. These are not
currently covered by the
Climate Delegated Act.
As such, the proportion of
taxonomy eligible spend
was 0%.

Taxonomy-eligible Opex
(numerator) -determined
against the eligible economic
activities described in the
Climate Delegated Act
divided by our total Opex
(denominator).

While the Group uses SAF
on certain routes and the
latest engine technology
this is not currently
covered by the Climate
Delegated Act. As such,
the proportion of taxonomy
eligible Opex was 0%.

Turnover
Turnover consists of Total operating revenues. See Consolidated Income Statement per page 156 alongside note
17 for details of the Groups revenue generation. The associated critical accounting policies are set out on pages
163 to 174.

Capex
Capex consists of additions to fixed assets, intangible assets (net of supplier reimbursements), maintenance
prepayments greater than one year, intangible assets and right-of-use assets. See note 17 of the Consolidated
financial statements.

Opex
Opex consists of Total operating expenses. See Consolidated Income Statement per page 156. The associated
critical accounting policies are set out on pages 163 to 174.

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REPORT OF THE REMUNERATION COMMITTEE
ON DIRECTORS’ REMUNERATION

1. THE REMUNERATION COMMITTEE (“Remco”)
Remco determines the remuneration of senior management (including the Executive Director) and administers the
Company’s share-based remuneration plans as described on page 44. 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. Remco engage external remuneration specialists and,
over the past 3 years, engaged both Deloitte and Willis Towers Watson to assist on various projects including the
design and implementation of LTIP 2019 and the setting of annual bonus targets as the Group emerges from the
Covid-19 crisis and embarks upon an ambitious 5-year growth plan, including the delivery of 210 Boeing 737-8200
“Gamechanger” aircraft, which should see traffic grow to approx. 225m p.a. by fiscal year 2026.

Following 96% support for Ryanair’s Directors’ Remuneration Policy and 94% support for the Remuneration Report
at the 2021 AGM, there were no specific issues that Remco needed to address with shareholders.

2. REMUNERATION POLICY
The 2021 Directors’ Remuneration Policy (approved at the AGM in September 2021) provides discretion to Remco
to make amendments. In the interests of full disclosure and best corporate governance, the Board has decided that
an amended Directors’ Remuneration Policy, which reflects changes in annual performance targets for Executive
Directors’ variable (bonus) compensation, will be put to an advisory and non-binding vote at the upcoming AGM in
September 2022 in accordance with Section 1110M of the Irish Companies Act 2014 (as amended). Other than the
changes to bonus performance targets, the Policy will be unchanged.

(i) Clarity
The Group CEO (who is the only Exec. Director) is rewarded competitively, but in keeping with our low-cost ethos
(taking account of the comparative market place in Europe) to ensure that he is motivated to deliver in the best
interests of all shareholders.

(ii) Simplicity
The remuneration of the Group CEO is structured towards a relatively low basic salary (by EU comparatives) and a
bonus scheme which allows the Group CEO to earn up to a maximum of 100% of his modest base pay each year by
way of performance related bonus. In recognition of the Group’s ambitious 5-year growth plan, environmental and
customer service targets (and following consultation with Willis Towers Watson in H2 of fiscal year 2022), Remco
agreed that the Group CEO’s bonus will be determined annually by reference to published targets as follows:

•

Up to 50% of the total is determined by reference to achieving the Group’s very ambitious annual traffic targets
(set at 165m passengers for fiscal year 2023). If the annual traffic target is not achieved in the fiscal year, a
threshold applies (set at 150m passengers for fiscal year 2023) where 25% of the total is awarded. The bonus
award will be calculated on a straight-line basis if fiscal year traffic is between the threshold and the annual
traffic target;
Up to 30% of the total is dependent upon achieving ambitious environmental targets. In fiscal year 2023, 30%
of the quantum will be earned if the Company achieves an A- rating from CDP. If the Company does not achieve
an A- (or better) rating, 15% of the total will be earned if the Company retains its B rating; and

RYANAIR GROUP ANNUAL REPORT 2022•

Up to 20% of the total is dependent upon delivering ambitious customer service targets. In fiscal year 2023,
20% of the total quantum will be earned if Ryanair’s customer satisfaction (“CSAT”) score is, on average,
85% (“good/very good/excellent”). If an 85% CSAT score is not achieved then 10% of the total quantum will
be awarded if the CSAT score is at least 65%. 15% of the total will be awarded if the CSAT score is 75%, and
movements between 65%-75% and 75%-85% will be calculated, and awarded, on a straight-line basis.

(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 very challenging targets. The profit after tax (“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 or
when these very challenging targets have been met. Since these are very challenging targets, especially given the
impact of Covid-19 and the Ukraine invasion on our business over the past 2 years, none of these option vesting
conditions have yet been achieved.

(v) Proportionality
Linking annual bonuses to Ryanair’s medium-term targets (including traffic, environmental and customer service
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 and long-term traffic and ESG targets) 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 Director’s
fees) is set out in Note 19 of the consolidated Financial
Statements. The Company’s policy in respect of share-
based remuneration is dealt with in section 6 below.

3. PERFORMANCE
During fiscal year 2022:

Details of Ryanair’s Remuneration Policy
(“Policy”) is set out in full on
https://investor.ryanair.com/remuneration-policy/.

•

Ryanair’s CDP (Climate Disclosure Project) rating improved from B- to B.
Sustainalytics ranked Ryanair the No.1 European airline and No. 2 Global airline for ESG.
Traffic recovered strongly to 97.1m from 27.5m as Covid-19 restrictions were partially lifted.
61 B737 “Gamechangers” delivered (bringing the year-end fleet to 500 aircraft).
770 new routes and 15 new bases were announced for the coming year.
Fuel hedging was increased to 80% for fiscal year 2023 and 10% for H1 fiscal year 2024.
Ryanair’s leading formula of lowest fares, most on-time flights, industry lowest CO2 emissions, and friendly
customer service saw Ryanair’s customer satisfaction (“CSAT”) scores rise significantly.
Ryanair traffic growth targets have accelerated. From a pre-Covid figure of 149m passengers, Ryanair now
expects to grow (by 50%) to over 225m passengers p.a. by fiscal year 2026.

RYANAIR GROUP ANNUAL REPORT 2022Fiscal year 2022 was the second year in a row of unprecedented challenges for the Ryanair Group due to the
prolonged Covid-19 pandemic. While traffic recovered strongly from 27.5m to 97.1m passengers, the delayed and
disrupted relaxation of EU Covid-19 travel restrictions until July 2021 (October in the case of the U.K.), combined
with the damaging impact of the Omicron variant and Russia’s invasion of Ukraine in H2, meant that fares required
significant price stimulation. Average fares in fiscal year 2022 were down 27% at just €27.

Despite these extraordinary challenges, the Group substantially reduced its net loss to €355m (excluding an
exceptional after tax €114m unrealized mark-to-market gain on jet fuel caps), well below the €1,015m loss in fiscal
year 2021. During the year revenue increased 193% to €4.80bn. Ancillary revenue delivered strong growth to more
than €22 per passenger as traffic recovered and more guests chose optional services such as priority boarding
and reserved seats. While sectors increased almost 200% and traffic rose 253%, operating costs - excluding
an exceptional €131m unrealized mark-to-market gain on jet fuel caps - rose just 113% to €5.27bn (including a
notable 237% increase in fuel - excluding an exceptional €131m unrealized mark-to-market gain on jet fuel caps
- to €1.83bn), driven primarily by lower variable costs such as airport and handling, route charges and lower fuel
burn as 61 new Boeing “Gamechanger” aircraft entered the fleet (offset by the higher cost of jet fuel). Lower costs,
coupled with rising load factors, saw fiscal year 2022 (ex-fuel) unit cost per passenger reduce to €35. Year-end
net debt fell to €1.45bn (prior year: €2.28bn), and over 90% of the Group’s fleet of B737 aircraft are unencumbered.

4. GROUP CEO PAY
In February 2019 Michael O’Leary signed a five-year contract as Group CEO from April 2019 to July 2024, when
Ryanair’s 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., and a 50% cut to his max. annual bonus (to €500,000). In line with best practice, he does
not receive any pension benefits. This new contract included 10m share options, which are exercisable at a price
of €11.12, but 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 should the Group CEO leave the Ryanair Group’s employment on/before
July 31, 2024. Due to the impact of Covid and more recently the invasion of Ukraine, to date, none of the ambitious
vesting targets have been achieved.

To 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 Exec. Director of the Board. For fiscal year 2021, as part of the Group’s response to the
Covid-19 crisis, the Group CEO volunteered a further 50% cut to his base pay to €250,000 (from €500,000) and also
volunteered that zero bonus would be paid in relation to fiscal year 2021.

Following a review of his performance, and that of the Group, in fiscal year 2022 Remco awarded Mr. O’Leary a
€475,000 bonus.

•

Up to 50% of the total bonus quantum was determined by reference to an annual traffic target of 100m
passengers. Actual traffic was 97.1m. As actual traffic was marginally below target, Remco awarded only 45%
of the 50% maximum bonus linked to traffic growth. A bonus of €225,000 was therefore awarded;
Up to 30% of the total quantum was payable if the Company received an upgrade in its CDP rating from B- to B.
In December 2021 CDP upgraded Ryanair to a B rating. As such a bonus of €150,000 was awarded; and
Up to 20% of the total quantum was payable if the Company’s CSAT score was, on average, over 80%. As
Ryanair’s CSAT score for fiscal year 2022 exceeded this target, a bonus of €100,000 was awarded.

RYANAIR GROUP ANNUAL REPORT 2022Based on the performance achieved against the targets described above, the formulaic outcome was a payment of
€475,000, or 95% of the maximum opportunity level. Remco considered the holistic performance of the business
during the year, as well as the experience of the wider stakeholders, and determined that this formulaic outcome
was appropriate in the circumstances and no further adjustment was required.

In relation to fiscal year 2022, Remco were satisfied that the Remuneration Policy has operated as intended in
terms of Company performance and quantum.

The Group CEO’s pay and bonus for fiscal years 2019, 2020, 2021 and 2022, is set out below:

Realized Remuneration

Base €’000

Bonus €’000

Cash Total €’000

Year end March 31, 2019

Year end March 31, 2020

Year end March 31, 2021

Year end March 31, 2022

1,058

500

250

500

768

458

475

1,826

958

250

975

Percentage Change
y-o-y

N/A

-48%

-74%

+290%

In each of the fiscal years noted above, the Company recorded a technical non-cash accounting charge in relation to share options granted to the
Group CEO. These charges were: €1.58m (2019); €2.51m (2020); €1.78m (2021); and €1.78m (2022), but no such payments were made to the Group.
These options remain unvested.

In relation to fiscal year 2023, the Group CEO’s base pay will remain at €500,000 and his max. bonus will remain
unchanged at 100% of base pay (€500,000), subject to the achievement of the stretch targets set out above in
section 2 (ii).

5. NON-EXECUTIVE DIRECTORS
In keeping with the Company’s low-cost ethos, the level of Non-Executive Director (“NED”) fees is low by EU airline
industry comparatives. Directors are appointed following selection by the Nomination Committee, 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.

In fiscal year 2021, NEDs agreed to waive 50% of their directors’ fees for the months of April and May 2020, as part
of the Group’s response to the Covid-19 crisis.

None of the NEDs hold a service agreement with the Company that provides for benefits upon termination. Directors’
fees for fiscal year 2022 and 2021 are set out below:

RYANAIR GROUP ANNUAL REPORT 2022Fees and emoluments – Non-Executive Directors

Fees

David Bonderman (i)

Róisín Brennan

Michael Cawley

Emer Daly

Geoff Doherty (ii)

Stan McCarthy (iii)

Kyran McLaughlin (i)

Howard Millar

Dick Milliken

Mike O’Brien

Julie O’Neill

Louise Phelan

Total

March 31, 2022*
€’000

March 31, 2021*
€’000

Change

50.0

25.0

100.0

50.0

75.0

50.0

550.0

16.7

45.8

87.5

11.9

45.8

68.8

45.8

505.5

N/A

+9%

N/A

+14%

N/A

+9%

(i) Retired in May 2020. (ii) Joined in October 2021. (iii) Appointed Chairman from June 2020.
*In both fiscal years 2021 and 2022 the Company recorded a technical non-cash accounting charge of approximately €83,100 in relation to
(unvested) share options granted to NED’s in 2019. Further details in relation to share options held by Directors are set out in Note 19.

Change in remuneration of Directors
In fiscal year 2021 the Exec. Director’s remuneration was cut by 74% and NEDs remuneration was cut by 8%,
reflecting voluntary pay cuts in that year. The 9% increase in the table above therefore reflects contracted fees in
fiscal year 2022. The average percentage change in remuneration for all other employees from fiscal year 2022
compared to fiscal year 2021 was an increase of 26%. Flight & cabin crew remuneration rose by 35% primarily due
to higher variable pay as flight hours increased in fiscal year 2022. The average percentage change for all other
employees from fiscal year 2022 compared to fiscal year 2021 was a decrease of 7% due to a different mix in
seniority of staff. Remuneration relating to government subsidies or Company top-up pay has been excluded.

Executive Director Remuneration

Non-Executive Directors Fees and Emoluments

Average Remuneration per employee

Passengers

2022

36%

26%

246%

As of March 31
year on year increase/(decrease)

2021

(41%)

(24%)

(50%)

(81%)

2020

(20%)

13%

2019

46%

33%

As another measure of performance, we are disclosing the Total Shareholder Return of Ryanair compared to
relevant peers and indexes over the past ten years, as represented in the following graph.

RYANAIR GROUP ANNUAL REPORT 202210 years Total Shareholder Return

400%

350%

300%

250%

200%

150%

100%

50%

-50%

Mar 12

Mar 13

Mar 14

Mar 15

Mar 16

Mar 17

Mar 18

Mar 19

Mar 20

Mar 21

Mar 22

*Peer index comprised of Air France-KLM, Lufthansa, EasyJet, Wizz Air, Norwegian, IAG and Sothwest

Ryanair

Equally Weighted Peer Index*

FTSE 100

ISEQ Index

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 arrangement 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 NEDs 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. To date, no grants
have been awarded to NEDs under LTIP 2019.

This 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 traffic growth, relative TSR
performance against airline peers and achievement of ESG targets. Absolute traffic growth drives 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 pages 132 and 133. Details of
the share options granted to Executive and Non-Executive Directors are set forth in Note 19(d) to the consolidated
Financial Statements.

RYANAIR GROUP ANNUAL REPORT 2022Prior 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, 2022, some NEDs held a modest number of share options as set out on page 209. Whilst the
2018 Code discourages the grant of options to NEDs, 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 NED options, the Company historically granted a
small amount of share options to NED’s. 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 NED’s.

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 NED’s. 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 202 to 203 in Note 15(c) to the consolidated Financial
Statements.

7. DIRECTORS’ PENSION BENEFITS
None of the Directors, including the Executive Director, receive pension benefits as set forth in Note 19(c) to the
consolidated Financial Statements.

8. DIRECTORS’ SHAREHOLDINGS
The interests of each Director, that held office at the end of fiscal year 2022, in the share capital of the Company
as at March 31, 2022, are set out in the table 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).

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No. of Shares at

March 31 2022

March 31 2021

March 31 2020

Róisín Brennan

Michael Cawley

Emer Daly

Geoff Doherty

Stan McCarthy

Howard Millar

Dick Milliken

Mike O’Brien

Michael O’Leary

Julie O’Neill

Louise Phelan

4,000

756,198

6,840

50,700

10,000

500,000

17,250

4,405

756,198

6,840

N/A

10,000

435,000

9,750

4,405

756,198

3,260

N/A

10,000

390,000

9,750

44,096,725

5,000

60,000

5,000

30,000

1,000

30,000

9. SHAREHOLDERS’ VOTES ON REMUNERATION REPORT
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 2021, 2020
and 2019 AGMs are set out below:

Remuneration Report

2021 VOTES (m)

2020 VOTES (m)

2019 VOTES (m)

(i) Joined the Board in October 2021

For

Against

Total*

96 (94%)

6 (6%)

102 (100%)

502 (66%)

261 (34%)

763 (100%)

387 (51%)

380 (49%)

767 (100%)

*Between August 2019 and August 2021, the Company repurchased or cancelled over 33.9m ordinary shares and issued shares in a €400m
placement in September 2020. Following Brexit in January 2021, non-EU shareholders were disenfranchised and were not entitled to vote at the
2021 AGM.

The Directors’ Remuneration Policy was tabled for the first time at the 2021 AGM and received 96% approval.

At the 2021 AGM, no discretionary proxies 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 2022.

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 amended Directors Remuneration Policy at its AGM on September 15, 2022.

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STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE
ANNUAL REPORT AND THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the
Annual Report and the Group and Company financial
statements, in accordance with applicable law and
regulations.

Company
law requires the Directors to prepare
Group and Company financial statements for each
financial year. Under that law, the Directors are
required to prepare the Group financial statements
in accordance with IFRS as adopted by the European
Union and applicable law including Article 4 of the IAS
Regulation. The Directors have elected to prepare the
Company financial statements in accordance with
IFRS as adopted by the European Union as applied
in accordance with the provisions of Companies Act
2014. In preparing the Group Financial Statements
the Directors have also elected to comply with IFRS
as issued by the International Accounting Standards
Board (“IASB”).

Under company law the Directors must not approve
the Group and Company financial statements unless
they are satisfied that they give a true and fair view
of the assets, liabilities and financial position of the
Group and Company and of the Group’s profit or loss
for that year. In preparing each of the Group and
Parent Company financial statements, the Directors
are required to:

•

select suitable accounting policies and then apply
them consistently;

• make

judgements and estimates

that are

•

reasonable and prudent;
state whether applicable Accounting Standards
have been followed, subject to any material
departures disclosed and explained
the
financial statements;
assess the Group and Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern; and
use the going concern basis of accounting
unless they either intend to liquidate the Group
or Company or to cease operations or have no
realistic alternative but to do so.

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The Directors are also required by the Transparency
(Directive 2004/109/EC) Regulations 2007
(as
amended) and the Central Bank (Investment Market
Conduct) Rules to include a management report
containing a fair review of the business and a
description of the principal risks and uncertainties
facing the Group.

The Directors are responsible for keeping adequate
accounting records which disclose with reasonable
accuracy at any time the assets, liabilities, financial
position and profit or loss of the Company and which
enable them to ensure that the financial statements
comply with the provision of the Companies Act
2014. The Directors are also responsible for taking
all reasonable steps to ensure such records are
its subsidiaries which enable them to
kept by
ensure that the financial statements of the Group
comply with the provisions of the Companies Act
2014 including Article 4 of the IAS Regulation. They
are responsible for such internal controls as they
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error, and have
general responsibility for safeguarding the assets
of the Group, and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities. The Directors are also responsible for
preparing a Directors’ Report that complies with the
requirements of the Companies Act 2014.

The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Group’s and Company’s website,
https://investor.ryanair.com.
the
Republic of Ireland concerning the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.

Legislation

RESPONSIBILITY STATEMENT AS REQUIRED BY THE
TRANSPARENCY DIRECTIVE AND U.K. CORPORATE
GOVERNANCE CODE

Each of the Directors, whose names and functions are listed on pages 119 to 120 of this annual report, confirm
that, to the best of each person’s knowledge and belief:

•

The Group financial statements, prepared in accordance with IFRS as adopted by the European Union and
IFRS as issued by the IASB, and the Company financial statements prepared in accordance with IFRS as
adopted by the European Union and IFRS as issued by the IASB, as applied in accordance with the provisions
of Companies Act 2014, give a true and fair view of the assets, liabilities, and financial position of the Group
and Company at March 31, 2022 and of the profit or loss of the Group for the year then ended;
The Directors’ report contained in the annual report includes a fair review of the development and performance
of the business and the position of the Group and Company, together with a description of the principal risks
and uncertainties that they face; and
The annual report and financial statements, taken as a whole, provides the information necessary to assess
the Group’s performance, business model and strategy and is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s position and performance, business
model and strategy.

On behalf of the Board

Stan McCarthy
Chairman

July 21, 2022

Michael O’Leary
Group CEO

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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, 2022, set out on pages 155 to 221 and contained within the reporting
package 635400BR2ROC1FVEBQ56-2022-03-31-en.zip, which comprise the Consolidated Balance Sheet, the
Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Changes in Shareholders’ Equity, the Consolidated Statement of Cash Flows, the Company Balance
Sheet, the Company Statement of Changes in Shareholders’ Equity, the Company Statement of Cash Flows, and
related notes, including the summary of significant accounting policies set out in note 1 to the Group financial
statements and note 29 to the Company financial statements. The financial reporting framework that has been
applied in their preparation is Irish Law, including the Commission Delegated Regulation 2019/815 regarding the
single electronic reporting format (ESEF) 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, 2022 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 160 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, 2022 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.

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We were appointed as auditor by the Directors on December 31, 1985. The period of total uninterrupted engagement
is the 36 years ended March 31, 2022. We have fulfilled our ethical responsibilities under, and we remained
independent 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

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate
the group or the company or to cease their operations, and as they have concluded that the group’s and the
company’s financial position means that this is realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a
year from the date of approval of the financial statements (‘the going concern period’).

We used our knowledge of the group and company, its industry, and the general economic environment in which it
operates to identify the inherent risks to its business model and analysed how those risks might affect the group
and company’s financial resources or ability to continue operations over the going concern period. The risk that
was considered most likely to adversely affect the group’s and company’s available financial resources over this
period was the impact of COVID-19 on the Company’s forecasts and strategic growth plans.

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. Our evaluation of the Directors’ 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 relation to the Group and the Company’s reporting on how they have applied the UK Corporate Governance Code
and the Irish Corporate Governance Annex, 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.

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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.

Following performance of our risk assessment procedures, we amended the key audit matter identified in 2021
to exclude the evaluation of foreign currency hedge effectiveness for aircraft payments. We continue to perform
procedures over this key audit matter. However, following the recommencement of delivery of aircraft in accordance
with contractual delivery schedules, we have not assessed this as a key audit matter in our current year audit and,
therefore, it is not separately identified in our report this year.

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

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 12 (financial
disclosures)

The key audit matter

The Group enters into derivative financial instruments in order to manage its exposure to jet fuel price risk through
forward contracts generally covering periods of up to 18 months of anticipated jet fuel requirements.

Ryanair recognises all derivative instruments as either assets or liabilities in its consolidated balance sheet and
measures them at fair value. At March 31, 2022, a net asset of €1,546.9 million was recognised on balance sheet, a
substantial proportion of which is in respect of the Group’s jet fuel and related foreign currency derivative financial
instruments.

We identified the evaluation of hedge effectiveness of jet fuel and related 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 subjectivity involved in assessing management’s judgement that the volumes of jet fuel hedged are
expected to be highly probable forecast transactions, specifically, the assumptions related to the possibility
of flight restrictions being imposed by governments due to the ongoing COVID-19 pandemic and passenger
demand which could impact forecast fuel consumption as minor changes to those assumptions can have a
significant effect on the assessment of hedge effectiveness.

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
derivative financial instruments and hedging process, including the Group’s assumptions impacting forecast
fuel consumption;

• 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;

RYANAIR GROUP ANNUAL REPORT 2022• We evaluated the Group’s forecast fuel consumption assumptions utilised in 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;

• We performed sensitivity analyses over the Group’s forecast fuel consumption 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 by comparing the Group’s historical

forecasted assumptions to actual historic outcomes;

• As part of our subsequent events procedures for the year ended 31 March 2022 financial statements, we
confirmed with management that the retrospective review of fuel hedge effectiveness for instruments held at
March 31 did not result in any hedge ineffectiveness; and

• We assessed the adequacy of the related disclosures.

As a result of our work, we found the judgements specified above to be reasonable, and the related disclosures to
be appropriate.

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)

The key audit matter

Property, plant and equipment amounted to €9,095.1 million as of March 31, 2022, of which €8,930.8 million
related to owned aircraft, including engines and related equipment (“aircraft”). The aircraft-related depreciation
charge for the year ended March 31, 2022 was €638.2 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 subjectivity involved in assessing
management’s judgements about the expected useful life, the expected residual value, the cost attributable to
major engine and airframe 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 them to (i) independent
third party valuation reports prepared by specialist aircraft valuation experts, and (ii) manufacturer’s
recommendations, published estimates of other international airlines and the Group’s own experience on
disposal of aircraft;

• We recalculated and evaluated the accuracy of the allocation of the purchase price for newly acquired aircraft
to the components of the aircraft to ensure that the cost allocated to its service potential compares with
historical 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;

RYANAIR GROUP ANNUAL REPORT 2022• 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 on disposal of aircraft; and

• We assessed the adequacy of the related disclosures.

As a result of our work, we found the judgements specified above to be reasonable, and 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 €47.3 million (2021: €45 million). This has
been calculated with reference to a benchmark of net assets (2021: net assets). 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 approximately 1% of this benchmark (2021: 1% of net assets).

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 (2021: €2.3 million), in addition to other audit misstatements below that
threshold that we believed warranted reporting on qualitative grounds.

Of the Group’s seven (2021: seven) reporting components, we subjected one (2021: one) to full scope audit for
Group purposes and six (2021: six) 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 component subjected to full scope audit contributed 90% of total revenues. 97%
of total assets was subject to audit, 42% of which was attributable to the component subjected to full scope audit.

Materiality for the Company financial statements as a whole was set at €17.1 million (2021: €15.3 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 €0.9 million
(2021: €0.8 million), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Our audit of the Group and Company was undertaken to the materiality levels specified above and was all performed
by a single engagement team in Dublin.

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 Directors’ report,
Corporate Governance report, Responsibility Statement as required by the Transparency Directive and U.K. Corporate
Governance Code, Presentation of Financial & Certain Other Information, Cautionary Statement Regarding Forward-
Looking Information, Major Shareholders and Related Party Transactions, Additional information and Controls and
Procedures.

RYANAIR GROUP ANNUAL REPORT 2022The 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.

Based 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 32 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 for our review.
if the Directors’ statement relating to Going Concern required under the Listing Rules of Euronext Dublin set out
on page 31 is materially inconsistent with our audit knowledge.

We have nothing to report in these respects.

RYANAIR GROUP ANNUAL REPORT 2022In addition as required by the Companies Act 2014, we report, in relation to information given in the Directors’
report on pages 10 to 14, and the Corporate Governance report on pages 15 to 33, 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;
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 Directors’ report 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 report.

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;
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, 2021 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 require us to review:

•

the Directors’ Statement, set out on pages 31 and 32, in relation to going concern and longer-term viability;
the part of the Corporate Governance report on pages 32 and 33 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.

RYANAIR GROUP ANNUAL REPORT 2022Respective responsibilities and restrictions on use

Directors’ responsibilities

As explained more fully in their statement set out on page 47, 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,
as 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 21, 2022

RYANAIR GROUP ANNUAL REPORT 2022

PRESENTATION OF
FINANCIAL AND CERTAIN OTHER INFORMATION

As used herein, the term “Ryanair Holdings” refers to
Ryanair Holdings plc. The term the “Company” refers
to Ryanair Holdings or Ryanair Holdings together with
its consolidated subsidiaries, as the context requires.
The term “Ryanair” refers to Ryanair DAC, a wholly
owned subsidiary of Ryanair Holdings, together with
its consolidated subsidiaries, unless the context
requires otherwise. The term “Ryanair Group” refers
to the wholly owned subsidiary airlines of Ryanair
Holdings, including Ryanair Sun S.A. (“Buzz”), Lauda
Europe Limited (“Lauda”), Malta Air Limited, Ryanair
DAC, and Ryanair U.K. Limited. The term “fiscal year”
refers to the 12-month period ended on March 31 of
the quoted year. The term “Ordinary Shares” refers
to the outstanding par value 0.600 euro cent per
share common stock of the Company. All references
to “Ireland” herein are references to the Republic
of Ireland. All references to the “U.K.” herein are
references to the United Kingdom and all references to
the “United States” or “U.S.” herein are references to the
United States of America. References to “U.S. dollars,”
“dollars,” “$” or “U.S. cents” are to the currency of the
United States, references to “U.K. pound sterling,”
“U.K. £” and “£” are to the currency of the U.K. and
references to “€,” “euro,” “euros” and “euro cent” are to
the euro, the common currency of nineteen member
states of the European Union (the “EU”), including
Ireland. Various amounts and percentages set out in
this Annual Report on Form 20-F have been rounded
and accordingly may not total.

The Company owns or otherwise has rights to the
trademark Ryanair®
jurisdictions. See
“Item 4. Information on the Company—Trademarks.”
This report also makes reference to trade names and
trademarks of companies other than the Company.

in certain

its annual and

interim
The Company publishes
consolidated financial statements in accordance with
International Financial Reporting Standards as issued
by the International Accounting Standards Board
(“IASB”).

the consolidated

Additionally, in accordance with its legal obligation to
comply with the International Accounting Standards
Regulation (EC 1606 (2002), which applies throughout
the EU,
financial statements
of the Company must comply with International
Financial Reporting Standards as adopted by the EU.
Accordingly, the Company’s consolidated financial
statements and the selected financial data included
herein comply with International Financial Reporting
Standards as issued by the IASB and also International
Financial Reporting Standards as adopted by the EU,
in each case as in effect for the year ended and as
of March 31, 2022 (collectively referred to as “IFRS”
throughout).

The Company publishes its consolidated financial
in euro. Solely for the convenience
statements
of the reader, this report contains translations of
certain euro amounts into U.S. dollars at specified
rates. These translations should not be construed as
representations that the converted amounts actually
represent such U.S. dollar amounts or could be
converted into U.S. dollars at the rates indicated or at
any other rate. Unless otherwise indicated, such U.S.
dollar amounts have been translated from euro at a
rate of €1.00 = $1.1093, or $1.00 = €0.9015, the official
rate published by the U.S. Federal Reserve Board in
its weekly “H.10” release (the “Federal Reserve Rate”)
on March 31, 2022. The Federal Reserve Rate for
euro on June 30, 2022 was €1.00 = $1.0469 or $1.00
= €0.9552. See “Item 3. Key Information— Exchange
Rates” for
information regarding historical rates
of exchange relevant to the Company, and “Item 5.
Operating and Financial Review and Prospects” and
“Item 11. Quantitative and Qualitative Disclosures
About Market Risk” for a discussion of the effects of
changes in exchange rates on the Company.

RYANAIR GROUP ANNUAL REPORT 2022CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING INFORMATION

Except for the historical statements and discussions
contained herein, statements contained in this report
constitute “forward-looking statements” within the
meaning of Section 27A of the U.S. Securities Act of
1933, as amended (the “Securities Act”), and Section
21E of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”).

Forward-looking statements may include words such
as “expect,” “estimate,” “project,” “anticipate,” “should,”
“intend,” and similar expressions or variations on such
expressions. Any filing made by the Company with the
U.S. Securities and Exchange Commission (the “SEC”)
may include forward-looking statements. In addition,
other written or oral statements which constitute
forward-looking statements have been made and
may in the future be made by or on behalf of the
Company, including statements concerning its future
operating and financial performance, the Company’s
share of new and existing markets, general industry
and economic trends and the Company’s performance
relative thereto and the Company’s expectations as to
requirements for capital expenditures and regulatory
matters. The Company’s business is to provide a low-
fares airline service in Europe and North Africa, and its
outlook is predominantly based on its interpretation
of what it considers to be the key economic factors
affecting that business and the European economy.

regard

Forward-looking statements with
the
Company’s business rely on a number of assumptions
concerning future events and are subject to a number
of uncertainties and other factors, many of which are
outside the Company’s control, that could cause actual
results to differ materially from such statements.

It is not reasonably possible to itemize all the many
factors and specific events that could affect the
outlook and results of an airline operating in the
European economy.

Among the factors that are subject to change and could
significantly impact the Company’s expected results
are global pandemics such as Covid-19, the airline
pricing environment, fuel costs, competition from new
and existing carriers, market prices for replacement
aircraft and aircraft maintenance services, aircraft
availability, costs associated with environmental,
safety and security measures, significant outbreaks
of airborne disease, terrorist attacks, cyber-attacks,
war and geopolitical uncertainty, actions of the Irish,
U.K., EU and other governments and their respective
regulatory agencies, dependence on external service
providers and key personnel, supply chain disruptions
on delays, fluctuations in currency exchange rates
and interest rates, fluctuations in corporate tax rates,
changes to the structure of the European Union and the
euro, airport handling and access charges, litigation,
labor relations, the economic environment of the
airline industry, the general economic environment
in Europe, the general willingness of passengers to
travel, continued acceptance of low fares airlines and
flight interruptions caused by Air Traffic Controllers
(“ATC”) strikes and staff shortages, extreme weather
events or other atmospheric disruptions.

The Company disclaims any obligation to update or
revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

RYANAIR GROUP ANNUAL REPORT 2022TABLE OF CONTENTS

PART I

Item 1.

Identity of Directors, Senior Management and Advisers

Item 2. Offer Statistics and Expected Timetable

Item 3.

Key Information

The Company

Selected Financial Data

Selected Operating and Other Data

Risk Factors

Item 4.

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

The Environment

Government Regulation

Description of Property

Item 4A. Unresolved Staff Comments

Item 5. Operating and Financial Review and Prospects

History

Business Overview

Recent Operating Results

Results of Operations

Fiscal Year 2022 Compared with Fiscal Year 2021

Fiscal Year 2021 Compared with Fiscal Year 2020

Seasonal Fluctuations

Recently Issued Accounting Standards

Liquidity and Capital Resources

Contract Obligations

Trend Information

Off-Balance Sheet Transactions

Table of Contents

108

109

110

111

113

117

118

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TABLE OF CONTENTS

PART I

Item 1.

Identity of Directors, Senior Management and Advisers

Item 2. Offer Statistics and Expected Timetable

Item 3.

Item 4.

Key Information
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
The Environment
Government Regulation
Description of Property

Item 4A. Unresolved Staff Comments

Item 5. Operating and Financial Review and Prospects

History
Business Overview
Recent Operating Results
Results of Operations
Fiscal Year 2022 Compared with Fiscal Year 2021
Fiscal Year 2021 Compared with Fiscal Year 2020
Seasonal Fluctuations
Recently Issued Accounting Standards
Liquidity and Capital Resources
Contract Obligations
Trend Information
Off-Balance Sheet Transactions

Table of Contents

63
63
64
65
66

84
84
85
88
89
89
90
91
91
93
94
94
95
96
97
98
99
108

108

108
109
109
110
111
111
113
113
113
113
117
118
118

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

152

153

154

Item 6.

Item 7.

Item 8.

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

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
Carbon 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

Item 16C. Principal Accountant Fees and Services

Item 16D.

Exemptions from the Listing Standards for Audit Committees

119
119
124
125
126

127
127
127

128
128
128
131

131
131

132
132
132
133
135
135
136
139
144

145
145
145
146
147
148

149

150

150
150
150
151

151

152

RYANAIR GROUP ANNUAL REPORT 2022

Item 6.

Directors, Senior Management and Employees

Directors

Executive Officers

Compensation of Directors and Executive Officers

Staff and Labor Relations

Item 7.

Major Shareholders and Related Party Transactions

Major Shareholders

Related Party Transactions

Item 8.

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

Taxation

Documents on Display

Limitations on Share Ownership by Non-EU Nationals

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

General

Fuel Price Exposure and Hedging

Carbon 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

Item 16C. Principal Accountant Fees and Services

Item 16D.

Exemptions from the Listing Standards for Audit Committees

119

124

125

126

127

128

131

132

133

135

136

139

144

145

146

147

148

149

150

151

152

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

152

153

154

RYANAIR GROUP ANNUAL REPORT 2022

PART I

SELECTED FINANCIAL DATA

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 90 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, 2022, the Ryanair Group had a fleet of 483 owned
Boeing 737s, including 73 Boeing 737-8200 “Gamechanger” aircraft. In addition, the Group had 29 leased Airbus A320
aircraft. The Group offers approximately 3,000 short-haul flights per day serving 225 airports across Europe and North
Africa. 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 European legacy airlines. A detailed description of the Company’s
business can be found in “Item 4. Information on the Company”.

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

2022 has been translated from € to U.S.$ using the Federal Reserve Rate on March 31, 2022. 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 (expense)/income

(Loss)/profit before taxation

Tax credit/(expense)

Balance Sheet Data:

Fiscal year ended March 31,

2022(a)

2022

2021

2020

2019

2018

(in millions, except per-Ordinary Share data)

5,325.6 € 4,800.9 € 1,635.8 € 8,494.8 € 7,697.4 € 7,151.0

$ (5,702.4) € (5,140.5) € (2,475.2) € (7,367.4) € (6,680.6) € (5,483.7)

(376.7) €

(339.6) €

(839.4) € 1,127.4 € 1,016.8 € 1,667.3

(100.1) €

(90.2) €

(269.3) €

(457.1) €

(68.7) €

(56.0)

(476.8) €

(429.8) € (1,108.7) €

670.3 €

948.1 € 1,611.3

209.7 €

189.0 €

93.6 €

(21.6) €

(63.1) €

(161.1)

(Loss)/profit after taxation

(267.1) €

(240.8) € (1,015.1) €

648.7 €

885.0 € 1,450.2

Ryanair Holdings basic (loss)/earnings per Ordinary Share

Ryanair Holdings diluted (loss)/earnings per Ordinary

(U.S. dollars)/(euros)

(0.2363) € (0.2130) € (0.9142) € 0.5824 € 0.7739 € 1.2151

Share (U.S. dollars)/(euros)

(0.2363) € (0.2130) € (0.9142) € 0.5793 € 0.7665 € 1.2045

Cash and cash equivalents

Total assets

2,960.7 € 2,669.0 € 2,650.7 € 2,566.4 € 1,675.6 € 1,515.0

$ 16,805.7 € 15,149.8 € 12,328.0 € 14,747.2 € 13,250.7 € 12,361.8

Current and long-term debt, including lease obligations

5,632.4 € 5,077.4 € 5,426.8 € 4,211.2 € 3,644.4 € 3,963.0

2022(a)

2022

2021

2020

2019

2018

As of March 31,

(in millions)

Shareholders’ equity

Issued share capital

during the year

Weighted Average Number of Ordinary Shares in issue

Cash Flow Statement Data:

6,151.4 € 5,545.3 € 4,646.6 € 4,914.5 € 5,214.9 € 4,468.9

7.5 €

6.8 €

6.7 €

6.5 €

6.8 €

7.0

1,130.5

1,110.4

1,113.8

1,143.6

1,193.5

2022(a)

2022

2021

2020

2019

2018

Fiscal year ended March 31,

(in millions)

Net cash inflow/(outflow) from operating activities*

2,152.6 € 1,940.5 € (2,448.0) € 1,327.1 € 1,759.3 € 2,233.2

Net cash (outflow)/inflow from investing activities

$ (1,569.0) € (1,414.4) €

937.0 € (301.1) € (744.2) €

(719.4)

Net cash (outflow)/inflow from financing activities*

(595.1) €

(536.5) € 1,622.5 € (287.0) € (854.5) € (1,222.8)

(Decrease)/increase in cash and cash equivalents

(11.5) €

(10.4) €

111.5 € 739.0 €

160.6 €

291.0

*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, 2022 of €1.00 = $1.1093 or $1.00 = €0.9015.

RYANAIR GROUP ANNUAL REPORT 2022

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 90 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, 2022, the Ryanair Group had a fleet of 483 owned

Boeing 737s, including 73 Boeing 737-8200 “Gamechanger” aircraft. In addition, the Group had 29 leased Airbus A320

aircraft. The Group offers approximately 3,000 short-haul flights per day serving 225 airports across Europe and North

Africa. 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 European legacy airlines. A detailed description of the Company’s

business can be found in “Item 4. Information on the Company”.

PART I

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
2022 has been translated from € to U.S.$ using the Federal Reserve Rate on March 31, 2022. 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 (expense)/income
(Loss)/profit before taxation
Tax credit/(expense)

2022(a)

2022

Fiscal year ended March 31,
2021

2019
(in millions, except per-Ordinary Share data)

2020

2018

5,325.6 € 4,800.9 € 1,635.8 € 8,494.8 € 7,697.4 € 7,151.0
$
$ (5,702.4) € (5,140.5) € (2,475.2) € (7,367.4) € (6,680.6) € (5,483.7)
(839.4) € 1,127.4 € 1,016.8 € 1,667.3
$
(68.7) €
$
(56.0)
(269.3) €
948.1 € 1,611.3
(429.8) € (1,108.7) €
$
(161.1)
(63.1) €
93.6 €
189.0 €
$

(376.7) €
(100.1) €
(476.8) €
209.7 €

(457.1) €
670.3 €
(21.6) €

(339.6) €
(90.2) €

(Loss)/profit after taxation

(267.1) €

(240.8) € (1,015.1) €

648.7 €

885.0 € 1,450.2

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

(0.2363) € (0.2130) € (0.9142) € 0.5824 € 0.7739 € 1.2151

(0.2363) € (0.2130) € (0.9142) € 0.5793 € 0.7665 € 1.2045

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

*Amounts are inclusive of net foreign currency differences

2022(a)

2022

As of March 31,
2020

2021

(in millions)

2019

2018

$
2,960.7 € 2,669.0 € 2,650.7 € 2,566.4 € 1,675.6 € 1,515.0
$ 16,805.7 € 15,149.8 € 12,328.0 € 14,747.2 € 13,250.7 € 12,361.8
5,632.4 € 5,077.4 € 5,426.8 € 4,211.2 € 3,644.4 € 3,963.0
$
6,151.4 € 5,545.3 € 4,646.6 € 4,914.5 € 5,214.9 € 4,468.9
$
7.0
$

6.8 €

7.5 €

6.7 €

6.5 €

1,130.5

1,110.4

1,113.8

1,143.6

1,193.5

2022(a)

2022

2021

2020

2019

2018

Fiscal year ended March 31,

(in millions)

$
$ (1,569.0) € (1,414.4) €
$
$

2,152.6 € 1,940.5 € (2,448.0) € 1,327.1 € 1,759.3 € 2,233.2
(719.4)
(536.5) € 1,622.5 € (287.0) € (854.5) € (1,222.8)
291.0

937.0 € (301.1) € (744.2) €

(595.1) €
(11.5) €

111.5 € 739.0 €

160.6 €

(10.4) €

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

Reserve Rate on March 31, 2022 of €1.00 = $1.1093 or $1.00 = €0.9015.

RYANAIR GROUP ANNUAL REPORT 2022

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.

RISK FACTORS

Risks Related to the Company

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

2022

(7)%
88%
27.33
22.13
49.47
52.97
1.92

2022

97
82%
772
620,524
223
6.88
19,116
38

Fiscal Year ended March 31,
2020

2019

2021

(51)%
108%
37.65
21.80
59.45
89.95
1.74

13%
83%
37.46
19.71
57.17
49.58
2.06

12%
83%
37.03
17.14
54.17
47.01
1.79

Fiscal Year ended March 31,
2020

2019

2021

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

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

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

2018

23%
73%
39.40
15.48
54.88
42.08
1.65

2018

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

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”. At various times 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. While

restrictions have been gradually eased globally, there is no indication of when these restrictions may be fully lifted,

whether and when they may be fully or partly reimposed or when demand may return fully 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 continued throughout fiscal year 2021 and into

the first half of fiscal year 2022, with the second half adversely impacted by the Omicron variant. There is no clarity as

to when demand for air travel will recover to pre-pandemic levels. The Company took a number of actions in response

to decreased demand and EU flight restrictions, including grounding a substantial portion of its fleet throughout fiscal

years 2021 and 2022, 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 may 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, and future governmental actions, all of which are highly uncertain and cannot be predicted. Even if the Covid-

19 pandemic has now potentially moderated and the enhanced screenings, quarantine requirements and travel

restrictions have been eased to a certain extent, 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

RYANAIR GROUP ANNUAL REPORT 2022

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.

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

Fiscal Year ended March 31,

2022

2021

2020

2019

2018

(7)%

88%

27.33

22.13

49.47

52.97

1.92

82%

772

223

6.88

(51)%

108%

37.65

21.80

59.45

89.95

1.74

71%

776

225

2.37

13%

83%

37.46

19.71

57.17

49.58

2.06

149

95%

761

242

9.11

12%

83%

37.03

17.14

54.17

47.01

1.79

142

96%

774

219

9.02

23%

73%

39.40

15.48

54.88

42.08

1.65

130

95%

775

216

9.13

Fiscal Year ended March 31,

2022

2021

2020

2019

2018

620,524

204,828

823,897

789,771

725,044

19,116

15,016

17,268

16,840

14,583

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”. At various times 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. While
restrictions have been gradually eased globally, there is no indication of when these restrictions may be fully lifted,
whether and when they may be fully or partly reimposed or when demand may return fully 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 continued throughout fiscal year 2021 and into
the first half of fiscal year 2022, with the second half adversely impacted by the Omicron variant. There is no clarity as
to when demand for air travel will recover to pre-pandemic levels. The Company took a number of actions in response
to decreased demand and EU flight restrictions, including grounding a substantial portion of its fleet throughout fiscal
years 2021 and 2022, 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 may 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, and future governmental actions, all of which are highly uncertain and cannot be predicted. Even if the Covid-
19 pandemic has now potentially moderated and the enhanced screenings, quarantine requirements and travel
restrictions have been eased to a certain extent, 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

RYANAIR GROUP ANNUAL REPORT 2022

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 was and may 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 2023. 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 2022 increased when compared to fiscal year 2021
and increased significantly following Russia’s invasion of Ukraine in February 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 Central Eastern Europe, 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 enters into hedging arrangements providing for substantial protection against fluctuations in fuel prices,

generally through forward contracts or fuel call options covering periods of up to 24 months of anticipated jet fuel

requirements. 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 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.

RYANAIR GROUP ANNUAL REPORT 2022

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 was and may 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 2023. 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 2022 increased when compared to fiscal year 2021

and increased significantly following Russia’s invasion of Ukraine in February 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 Central Eastern Europe, 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 enters into hedging arrangements providing for substantial protection against fluctuations in fuel prices,
generally through forward contracts or fuel call options covering periods of up to 24 months of anticipated jet fuel
requirements. 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 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.

RYANAIR GROUP ANNUAL REPORT 2022

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.

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 or at a later date at the passenger’s
convenience) 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 reimbursement requests by the end
of that Summer and to begin processing the majority of cash refund requests within seven days. The initial delay in
processing cash refunds 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 ultimately 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 an unfair commercial practice, but the Company does not
consider that such findings would have a material adverse effect on the results of operations or financial condition of
Ryanair.

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. The Company

intends to continue grounding aircraft in fiscal year 2023. 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

500 aircraft in its fleet at March 31, 2022 and expects to receive an additional 149 Boeing 737-8200 aircraft during fiscal

years 2023 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 620 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 (stable) 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 previously 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.”

RYANAIR GROUP ANNUAL REPORT 2022

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.

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 or at a later date at the passenger’s

convenience) 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 reimbursement requests by the end

of that Summer and to begin processing the majority of cash refund requests within seven days. The initial delay in

processing cash refunds 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 ultimately 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 an unfair commercial practice, but the Company does not

consider that such findings would have a material adverse effect on the results of operations or financial condition of

Ryanair.

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. The Company
intends to continue grounding aircraft in fiscal year 2023. 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
500 aircraft in its fleet at March 31, 2022 and expects to receive an additional 149 Boeing 737-8200 aircraft during fiscal
years 2023 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 620 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 (stable) 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 previously 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.”

RYANAIR GROUP ANNUAL REPORT 2022

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.”

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.

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 17% of revenue in fiscal year 2022
came from operations in the U.K., although this was offset somewhat by approximately 12% of Ryanair’s non-fuel costs
in fiscal year 2022 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. continues to determine which EU laws (including, but not
limited to, in respect of aviation safety and security, consumer rights, data protection, public health and the environment)
that it initially replicated on its exit from the EU to ultimately amend or abolish. 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, 2022, the pound sterling had lost approximately 19% 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 and rising inflation. 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 2023, 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 net income by approximately €8 million. For

additional information, please see “–Currency fluctuations affect the Company’s results”.

Risks associated with the euro. The Company is headquartered in Ireland and its reporting currency is the euro.

As a result of 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, inflation, austerity, changes in monetary policy and uncertainty in connection with the euro could

also mean that Ryanair is unable to grow. The Covid-19 crisis, and social and political instability associated with the war

in Ukraine, including ensuing sanctions, travel limitations and fuel and gas shortages, could mean that Ryanair may be

unable to expand its operations due to lack of demand for air travel. See “—The airline industry is particularly sensitive

to changes in economic conditions” below.

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. In September 2021, Ryanair increased its booked passenger target to approximately

225m passengers per annum by fiscal year 2026. 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

RYANAIR GROUP ANNUAL REPORT 2022

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.”

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.

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 17% of revenue in fiscal year 2022

came from operations in the U.K., although this was offset somewhat by approximately 12% of Ryanair’s non-fuel costs

in fiscal year 2022 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. continues to determine which EU laws (including, but not

limited to, in respect of aviation safety and security, consumer rights, data protection, public health and the environment)

that it initially replicated on its exit from the EU to ultimately amend or abolish. 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, 2022, the pound sterling had lost approximately 19% 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 and rising inflation. 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 2023, 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 net income by approximately €8 million. For
additional information, please see “–Currency fluctuations affect the Company’s results”.

Risks associated with the euro. The Company is headquartered in Ireland and its reporting currency is the euro.
As a result of 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, inflation, austerity, changes in monetary policy and uncertainty in connection with the euro could
also mean that Ryanair is unable to grow. The Covid-19 crisis, and social and political instability associated with the war
in Ukraine, including ensuing sanctions, travel limitations and fuel and gas shortages, could mean that Ryanair may be
unable to expand its operations due to lack of demand for air travel. See “—The airline industry is particularly sensitive
to changes in economic conditions” below.

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. In September 2021, Ryanair increased its booked passenger target to approximately
225m passengers per annum by fiscal year 2026. 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

RYANAIR GROUP ANNUAL REPORT 2022

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.

general economy and a misunderstanding of the phases of recovery from the pandemic’s impacts could lead to

unrealistic expectations by trade unions and excessive pay demands that could lead to labor unrest.

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/or land at the particular airport at a specified time. As part of Ryanair’s
strategic initiatives, which include flights to primary airports, Ryanair Group airlines are operating to an increasing
number of slots 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. In December 2017, Ryanair announced 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 crew,
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. Higher inflation in the

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 EASA. The Company also assigns its passenger, aircraft, and ground

handling services at airports (other than Dublin 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, ESG, HR 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.

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 the European

Aviation Safety Agency (“EASA”) approved the ungrounding of the MAX and approved Ryanair’s variant the Boeing 737-

8200. Ryanair received the first aircraft in June 2021. The Ryanair Group currently has taken delivery of 73 Boeing 737-

8200s. The remaining 137 aircraft are scheduled to be delivered over the next three fiscal years.

There 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.

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 GROUP ANNUAL REPORT 2022

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.

general economy and a misunderstanding of the phases of recovery from the pandemic’s impacts could lead to
unrealistic expectations by trade unions and excessive pay demands that could lead to labor unrest.

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/or land at the particular airport at a specified time. As part of Ryanair’s

strategic initiatives, which include flights to primary airports, Ryanair Group airlines are operating to an increasing

number of slots 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. In December 2017, Ryanair announced 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 crew,

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. Higher inflation in the

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 EASA. The Company also assigns its passenger, aircraft, and ground
handling services at airports (other than Dublin 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, ESG, HR 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.

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 the European
Aviation Safety Agency (“EASA”) approved the ungrounding of the MAX and approved Ryanair’s variant the Boeing 737-
8200. Ryanair received the first aircraft in June 2021. The Ryanair Group currently has taken delivery of 73 Boeing 737-
8200s. The remaining 137 aircraft are scheduled to be delivered over the next three fiscal years.

There 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.

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 GROUP ANNUAL REPORT 2022

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 2022, with the European Commission’s decisions being appealable to the EU
General Court. 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), have concluded with findings that these agreements
contained no state aid. In parallel, the European Commission has 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 these “aid” decisions to
the EU General Court, which ruled in favor of the European Commission in five of the cases (Pau, Nimes, Angouleme,
Altenburg and Klagenfurt, the latter of which Ryanair has appealed to the European Court of Justice, with a ruling
expected in 2022 or 2023). The General Court ruled in Ryanair’s favor in the Zweibrücken airport case, and the remaining
two cases are pending and 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. Screen scraper
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 screen
scraping also on the basis of certain legal principles, such as database rights and copyright protection, etc. In turn,
Ryanair has been accused by certain operators of screen scraping websites that its objection to the unauthorized selling
by online travel agents to consumers of Ryanair flight tickets is an attempt to restrict competition. Ryanair is currently
involved in a number of legal proceedings against the proprietors of screen scraper websites in Ireland, Germany, Czech

Republic, France, Italy, Poland, Switzerland, the U.K. and the U.S. 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 screen scraper 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 against screen scrapers. However, pending the outcome

of these legal proceedings and if Ryanair were to be ultimately unsuccessful in them, the activities of screen scraper

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 screen scraper website with a Ryanair fare inflated by the screen scraper’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 expected to rise. The Company is principally subject to corporation tax on profits across a

number of European jurisdictions from which its airlines are managed and controlled (i.e. Ireland, Malta, Poland, and the

U.K.). On 22 December 2021, the European Commission published its proposed directive to implement the OECD’s

inclusive framework on BEPS Global Anti-Base Erosion Model Rules (referred to as “GloBE” or “Pillar II”). The proposed

directive issued will implement a minimum global corporate tax rate of 15% for multinational groups. When enacted

these rules are expected to increase the overall effective tax rate of the Company. If political agreement is reached

between all EU member states in 2022, the rules may apply to the Company from 1 March 2024.

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 June

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 expected to rise”

above.

RYANAIR GROUP ANNUAL REPORT 2022

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

investigations seek to determine whether the agreements constitute illegal state aid under EU law. The investigations

are currently expected to be completed in 2022, with the European Commission’s decisions being appealable to the EU

General Court. 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), have concluded with findings that these agreements

contained no state aid. In parallel, the European Commission has 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 these “aid” decisions to

the EU General Court, which ruled in favor of the European Commission in five of the cases (Pau, Nimes, Angouleme,

Altenburg and Klagenfurt, the latter of which Ryanair has appealed to the European Court of Justice, with a ruling

expected in 2022 or 2023). The General Court ruled in Ryanair’s favor in the Zweibrücken airport case, and the remaining

two cases are pending and 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

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

condition of Ryanair.

Proceedings.”

The Company faces risks related to unauthorized use of information from the Company’s website. Screen scraper

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 screen

scraping also on the basis of certain legal principles, such as database rights and copyright protection, etc. In turn,

Ryanair has been accused by certain operators of screen scraping websites that its objection to the unauthorized selling

by online travel agents to consumers of Ryanair flight tickets is an attempt to restrict competition. Ryanair is currently

involved in a number of legal proceedings against the proprietors of screen scraper websites in Ireland, Germany, Czech

Republic, France, Italy, Poland, Switzerland, the U.K. and the U.S. 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 screen scraper 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 against screen scrapers. However, pending the outcome
of these legal proceedings and if Ryanair were to be ultimately unsuccessful in them, the activities of screen scraper
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 screen scraper website with a Ryanair fare inflated by the screen scraper’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.

by the European Commission into Ryanair’s agreements with the Paris (Beauvais), La Rochelle, Carcassonne, Girona,

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

Reus, Târgu Mures and Beziers airports, and Ryanair’s agreements from 2009 with Frankfurt (Hahn) airport. The

Legal Proceedings Against Internet Ticket Touts.”

Corporation tax rates expected to rise. The Company is principally subject to corporation tax on profits across a
number of European jurisdictions from which its airlines are managed and controlled (i.e. Ireland, Malta, Poland, and the
U.K.). On 22 December 2021, the European Commission published its proposed directive to implement the OECD’s
inclusive framework on BEPS Global Anti-Base Erosion Model Rules (referred to as “GloBE” or “Pillar II”). The proposed
directive issued will implement a minimum global corporate tax rate of 15% for multinational groups. When enacted
these rules are expected to increase the overall effective tax rate of the Company. If political agreement is reached
between all EU member states in 2022, the rules may apply to the Company from 1 March 2024.

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 June
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 expected to rise”
above.

RYANAIR GROUP ANNUAL REPORT 2022

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. In March
2021, in the Airhelp v SAS proceedings, the Court of Justice of the EU effectively imposed strict liability on airlines to
pay compensation where flights are canceled or delayed for three hours or more on arrival due to strikes by airline staff.
In addition, in December 2021, in joined cases (including Azurair, Corendon Airlines, Eurowings, Austrian Airlines and
Laudamotion), the Court of Justice of the EU found that compensation is also payable for schedule changes made
without sufficient notice which result in an earlier departure of one hour or more or a later departure of three hours or
more unless due to ‘extraordinary circumstances’. 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 EU Regulation 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 results 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, the uncertainty relating to the Eurozone and the U.K. following Brexit,

geopolitical tensions, economic instability as a consequence of Russia’s invasion of Ukraine, high unemployment rates,

constrained credit markets and continuing inflationary pressures 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 and/or inflationary environment, combined with austerity measures by European governments, restricted

or less accommodative monetary policies, uncertainties resulting from Brexit and uncertainties, sanctions, trade and

travel restrictions and fuel and gas shortages resulting from Russia's invasion of Ukraine, 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. See “—Geopolitical

uncertainties and an increase of trade protectionism could have a material adverse effect on Ryanair’s business, results

of operation and financial condition” below.

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 €13.03 and similar taxes exist in Morocco (MAD193), Sweden (SEK62), Hungary

(€10 on short-haul traffic from July 1, 2022) 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. For example, from April 1, 2022, Belgium has introduced a new tax on departing passengers with an exemption

for transfer passengers.

The introduction of government taxes on travel has had a negative impact on passenger volumes, particularly

given the impact of the Covid-19 pandemic within the industry. The introduction of further government taxes on travel

across Europe could have a material adverse effect on Ryanair’s financial results.

In 2021, a law was passed in France prohibiting domestic flights where an alternative direct train service

operates in under 2.5 hours, with an exception made for connecting flights. This exception distorts the market, giving an

unfair advantage to airlines which operate connecting flight networks. The European Commission is currently

investigating this possible breach of the EU freedom to provide services, and the French government has not yet adopted

a necessary implementing decree that defines appropriate train alternatives and eligible connecting flights. There is

currently no visibility on when the prohibition will enter into force.

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 announced details of the proposed “Fit for 55” legislation. These

proposals include the introduction of a jet fuel tax on intra-EU flights through the Energy Taxation Directive. 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.

Geopolitical uncertainties and an increase of trade protectionism could have a material adverse effect on Ryanair’s

business, results of operation and financial condition. In response to Russia’s invasion of Ukraine in February 2022, the

EU, the U.K. and the U.S. introduced extensive sanctions on Russia (as well as Belarus for its role in Russia’s invasion)

comprised of targeted, restrictive measures on certain individuals and entities, export controls, restrictions on economic

RYANAIR GROUP ANNUAL REPORT 2022

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. In March

2021, in the Airhelp v SAS proceedings, the Court of Justice of the EU effectively imposed strict liability on airlines to

pay compensation where flights are canceled or delayed for three hours or more on arrival due to strikes by airline staff.

In addition, in December 2021, in joined cases (including Azurair, Corendon Airlines, Eurowings, Austrian Airlines and

Laudamotion), the Court of Justice of the EU found that compensation is also payable for schedule changes made

without sufficient notice which result in an earlier departure of one hour or more or a later departure of three hours or

more unless due to ‘extraordinary circumstances’. 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 EU Regulation 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 results 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, the uncertainty relating to the Eurozone and the U.K. following Brexit,
geopolitical tensions, economic instability as a consequence of Russia’s invasion of Ukraine, high unemployment rates,
constrained credit markets and continuing inflationary pressures 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 and/or inflationary environment, combined with austerity measures by European governments, restricted
or less accommodative monetary policies, uncertainties resulting from Brexit and uncertainties, sanctions, trade and
travel restrictions and fuel and gas shortages resulting from Russia's invasion of Ukraine, 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. See “—Geopolitical
uncertainties and an increase of trade protectionism could have a material adverse effect on Ryanair’s business, results
of operation and financial condition” below.

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 €13.03 and similar taxes exist in Morocco (MAD193), Sweden (SEK62), Hungary
(€10 on short-haul traffic from July 1, 2022) 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. For example, from April 1, 2022, Belgium has introduced a new tax on departing passengers with an exemption
for transfer passengers.

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

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 announced details of the proposed “Fit for 55” legislation. These
proposals include the introduction of a jet fuel tax on intra-EU flights through the Energy Taxation Directive. 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.

Geopolitical uncertainties and an increase of trade protectionism could have a material adverse effect on Ryanair’s
business, results of operation and financial condition. In response to Russia’s invasion of Ukraine in February 2022, the
EU, the U.K. and the U.S. introduced extensive sanctions on Russia (as well as Belarus for its role in Russia’s invasion)
comprised of targeted, restrictive measures on certain individuals and entities, export controls, restrictions on economic

RYANAIR GROUP ANNUAL REPORT 2022

relations, trade and financial restrictions. The sanctions have had, and are expected to continue to have, a significant
disruptive effect on global markets, including oil and gas markets, accessibility of airports and associated travel routes,
as well as supply chains, including aircraft components. Geopolitical events may lead to further instability across Europe
and worldwide.

The imposition of tariffs on certain 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.

The above geopolitical and trade uncertainty and tensions have resulted in price increases of goods and services
globally that may affect Ryanair which has exposure, either directly or indirectly, to certain raw materials, including steel
and titanium used for aircraft and spare parts it purchases and jet fuel. Sanctions, trade wars between certain countries
or blocks of countries, 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.K., 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 European Commission “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 2035. 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 33% of total operating expenses in fiscal year 2022 and approximately 22%

RYANAIR GROUP ANNUAL REPORT 2022

relations, trade and financial restrictions. The sanctions have had, and are expected to continue to have, a significant

disruptive effect on global markets, including oil and gas markets, accessibility of airports and associated travel routes,

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.

as well as supply chains, including aircraft components. Geopolitical events may lead to further instability across Europe

and worldwide.

The imposition of tariffs on certain 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.

The above geopolitical and trade uncertainty and tensions have resulted in price increases of goods and services

globally that may affect Ryanair which has exposure, either directly or indirectly, to certain raw materials, including steel

and titanium used for aircraft and spare parts it purchases and jet fuel. Sanctions, trade wars between certain countries

or blocks of countries, 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.K., 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 European Commission “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 2035. 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

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 33% of total operating expenses in fiscal year 2022 and approximately 22%

RYANAIR GROUP ANNUAL REPORT 2022

in fiscal year 2021, 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.

that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals (“Affected Shares”) does not reach a

level that could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit,

consent, or privilege which it holds or enjoys and which enables it to carry on business as an air carrier. The Directors,

from time to time, set a “Permitted Maximum” on the number of the Company’s Ordinary Shares that may be owned by

non-EU nationals at such level as they believe will comply with EU law. The Permitted Maximum is currently set at 49.9%.

In addition, under certain circumstances, the Directors can take action to safeguard the Company’s ability to operate by

identifying those Ordinary Shares, American Depositary Shares (“ADSs”) or Affected Shares which give rise to the need

to take action and treat such Ordinary Shares, the American Depositary Receipts (“ADRs”) evidencing such ADSs or

Affected Shares as “Restricted Shares” (within the meaning of the Articles).

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
above certain mandated 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 June 30, 2022, the European Commission has authorized over €40bn
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 challenged the European Commission’s approval decisions in the General
Court. The General Court overturned the European Commission’s approvals in three cases (KLM, Condor and TAP);
however, the European Commission subsequently re-approved the same or similar quantum of aid to each of these
airlines. The General Court upheld the European Commission’s approvals in all other cases, some of which Ryanair has
appealed to the European Court of Justice. The result of these appeals is uncertain. Ryanair’s 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 since January 1, 2021 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

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.

RYANAIR GROUP ANNUAL REPORT 2022

in fiscal year 2021, 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.

that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals (“Affected Shares”) does not reach a
level that could jeopardize the Company’s entitlement to continue to hold or enjoy the benefit of any license, permit,
consent, or privilege which it holds or enjoys and which enables it to carry on business as an air carrier. The Directors,
from time to time, set a “Permitted Maximum” on the number of the Company’s Ordinary Shares that may be owned by
non-EU nationals at such level as they believe will comply with EU law. The Permitted Maximum is currently set at 49.9%.
In addition, under certain circumstances, the Directors can take action to safeguard the Company’s ability to operate by
identifying those Ordinary Shares, American Depositary Shares (“ADSs”) or Affected Shares which give rise to the need
to take action and treat such Ordinary Shares, the American Depositary Receipts (“ADRs”) evidencing such ADSs or
Affected Shares as “Restricted Shares” (within the meaning of the Articles).

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

above certain mandated 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 June 30, 2022, the European Commission has authorized over €40bn

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 challenged the European Commission’s approval decisions in the General

Court. The General Court overturned the European Commission’s approvals in three cases (KLM, Condor and TAP);

however, the European Commission subsequently re-approved the same or similar quantum of aid to each of these

airlines. The General Court upheld the European Commission’s approvals in all other cases, some of which Ryanair has

appealed to the European Court of Justice. The result of these appeals is uncertain. Ryanair’s 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 since January 1, 2021 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

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.

RYANAIR GROUP ANNUAL REPORT 2022

The trading price of Ryanair Holdings’ Ordinary Shares and ADRs may be subject to wide fluctuations in response
to quarterly variations in the Company’s operating results and the operating results of other airlines. In addition, the
global stock markets from time to time experience extreme price and volume fluctuations that affect the market prices
of many airline company stocks. These broad market fluctuations may 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,
2009-2018
2019
2020
2021
2022
Period through July 21, 2022
Total

No. of shares (m) Approx. cost (€m)
3,384.9
560.5
580.5
—
—
—
4,525.9

322.7
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 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 909/2014 (“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.

Prior to March 2021, the Company’s securities had not been deposited on an “intermediated” settlement basis
and it cannot be guaranteed that the Euroclear Bank CSD will be able to continue to support the Company in respect of
its continued compliance with EU ownership and control requirements pursuant to EU Regulation 1008/2008.

by reference herein.

Item 4. Information on the Company

INTRODUCTION

Ryanair Holdings was incorporated in 1996 as a holding company for Ryanair Designated Activity Company

(“DAC”) (previously called Ryanair Limited). 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 (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, 2022, the Ryanair Group had a principal fleet of approximately 483 Boeing

737 aircraft and 29 Airbus A320 aircraft. As of July 21, 2022, the Group offered approximately 3,000 short-haul flights

per day serving 225 airports across Europe. It is anticipated that additional capacity will be offered over the next twelve

months, subject to the continued recovery from Covid-19 and assuming travel restrictions and lockdowns 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 €241m in fiscal year 2022, as compared with a loss of €1,015m in fiscal

year 2021. The reduced loss was primarily attributable to a 253% increase in traffic as European Governments eased

travel restrictions/lockdowns associated with the Covid-19 pandemic, facilitated by lower fares and offset by strong

ancillary revenue performance and cost control within the business. Ryanair generated an average booked passenger

load factor of approximately 82% in fiscal year 2022, compared to 71% in fiscal year 2021 and total revenue increased

by 193% to €4.80bn, up from €1.64bn in fiscal year 2021.

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 2022 was another challenging year for the Group as the recovery from the Covid-19 pandemic was

disrupted by the delayed rollout of the EU Covid Digital Certificates until July 2021 and then by both the Omicron variant

and the Russian invasion of Ukraine in the second half of the fiscal year. Despite these challenges, Ryanair was one of

very few airlines during the Covid-19 crisis to place significant new aircraft orders, to expand our airport partnerships,

secure lower costs so that we can pass on even lower fares on many new routes during the post Covid recovery. As

Ryanair continues to recover from the Covid-19 crisis, the Group remains committed to restoring the pay cuts agreed

with staff to minimize job losses during the Covid shutdowns.

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 https://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

on these websites, and any other website referenced herein, is not part of this report except as specifically incorporated

RYANAIR GROUP ANNUAL REPORT 2022

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

Item 4. Information on the Company

global stock markets from time to time experience extreme price and volume fluctuations that affect the market prices

of many airline company stocks. These broad market fluctuations may 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,

2009-2018

2019

2020

2021

2022

Total

Period through July 21, 2022

No. of shares (m) Approx. cost (€m)

322.7

37.8

47.2

—

3,384.9

560.5

580.5

—

407.7

4,525.9

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 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 909/2014 (“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.

Prior to March 2021, the Company’s securities had not been deposited on an “intermediated” settlement basis

and it cannot be guaranteed that the Euroclear Bank CSD will be able to continue to support the Company in respect of

its continued compliance with EU ownership and control requirements pursuant to EU Regulation 1008/2008.

INTRODUCTION

Ryanair Holdings was incorporated in 1996 as a holding company for Ryanair Designated Activity Company
(“DAC”) (previously called Ryanair Limited). 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 (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, 2022, the Ryanair Group had a principal fleet of approximately 483 Boeing
737 aircraft and 29 Airbus A320 aircraft. As of July 21, 2022, the Group offered approximately 3,000 short-haul flights
per day serving 225 airports across Europe. It is anticipated that additional capacity will be offered over the next twelve
months, subject to the continued recovery from Covid-19 and assuming travel restrictions and lockdowns 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 €241m in fiscal year 2022, as compared with a loss of €1,015m in fiscal
year 2021. The reduced loss was primarily attributable to a 253% increase in traffic as European Governments eased
travel restrictions/lockdowns associated with the Covid-19 pandemic, facilitated by lower fares and offset by strong
ancillary revenue performance and cost control within the business. Ryanair generated an average booked passenger
load factor of approximately 82% in fiscal year 2022, compared to 71% in fiscal year 2021 and total revenue increased
by 193% to €4.80bn, up from €1.64bn in fiscal year 2021.

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 2022 was another challenging year for the Group as the recovery from the Covid-19 pandemic was
disrupted by the delayed rollout of the EU Covid Digital Certificates until July 2021 and then by both the Omicron variant
and the Russian invasion of Ukraine in the second half of the fiscal year. Despite these challenges, Ryanair was one of
very few airlines during the Covid-19 crisis to place significant new aircraft orders, to expand our airport partnerships,
secure lower costs so that we can pass on even lower fares on many new routes during the post Covid recovery. As
Ryanair continues to recover from the Covid-19 crisis, the Group remains committed to restoring the pay cuts agreed
with staff to minimize job losses during the Covid shutdowns.

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 https://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
on these websites, and any other website referenced herein, is not part of this report except as specifically incorporated
by reference herein.

RYANAIR GROUP ANNUAL REPORT 2022

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. During fiscal year 2022, Ryanair became the first in the industry to launch a “Day of Travel” assistant in the
Ryanair app informing passengers about such things as allocated gate, time through security, bag drop and pick up and,
importantly, keeping them up to date with messages and videos in relation to any delay incurred.

Ryanair has an ongoing commitment to improving customer satisfaction across the customer journey and this
is measured by regular post flight customer satisfaction (“CSAT”) surveys and online “mystery-passenger” checks. Every
passenger who flies with Ryanair can rate their flying experience. Last year, Ryanair registered a significant improvement
in its CSAT score.

Ryanair launched the “We’re Listening” initiative in 2021 and held Ryanair Customer Panel meetings during the
past year in both Dublin and Madrid. Ryanair customers from across the network participated in the panel and provided
valuable input and feedback. Based on this feedback, in fiscal year 2022 Ryanair launched a new wallet, a new help
centre, improved web and app experience and the “Day of Travel” assistant in the Ryanair app (as noted above), all
designed to improve the self-service experience and make travelling with Ryanair easier. Ryanair plans to continue
delivering initiatives designed to improve the overall customer experience.

Frequent point-to-point flights on short-haul routes. Ryanair provides frequent point-to-point service on short- haul
routes. In fiscal year 2022, Ryanair flew an average route length of approximately 772 miles and an average flight
duration of approximately 2.2 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:

(i) Aircraft Equipment and Finance Costs. Ryanair currently operates mainly Boeing 737s. The operation of

primarily a single aircraft type 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 (Stable) 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.”

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”

RYANAIR GROUP ANNUAL REPORT 2022

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. During fiscal year 2022, Ryanair became the first in the industry to launch a “Day of Travel” assistant in the

Ryanair app informing passengers about such things as allocated gate, time through security, bag drop and pick up and,

importantly, keeping them up to date with messages and videos in relation to any delay incurred.

Ryanair has an ongoing commitment to improving customer satisfaction across the customer journey and this

is measured by regular post flight customer satisfaction (“CSAT”) surveys and online “mystery-passenger” checks. Every

passenger who flies with Ryanair can rate their flying experience. Last year, Ryanair registered a significant improvement

in its CSAT score.

Ryanair launched the “We’re Listening” initiative in 2021 and held Ryanair Customer Panel meetings during the

past year in both Dublin and Madrid. Ryanair customers from across the network participated in the panel and provided

valuable input and feedback. Based on this feedback, in fiscal year 2022 Ryanair launched a new wallet, a new help

centre, improved web and app experience and the “Day of Travel” assistant in the Ryanair app (as noted above), all

designed to improve the self-service experience and make travelling with Ryanair easier. Ryanair plans to continue

delivering initiatives designed to improve the overall customer experience.

Frequent point-to-point flights on short-haul routes. Ryanair provides frequent point-to-point service on short- haul

routes. In fiscal year 2022, Ryanair flew an average route length of approximately 772 miles and an average flight

duration of approximately 2.2 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:

(i) Aircraft Equipment and Finance Costs. Ryanair currently operates mainly Boeing 737s. The operation of
primarily a single aircraft type 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 (Stable) 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.”

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”

RYANAIR GROUP ANNUAL REPORT 2022

account, easier booking flow and more content. These features make Ryanair’s website 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. Safety is the primary priority of Ryanair. This commitment begins with the hiring and
training of Ryanair’s pilots, cabin crew, 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 37-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, travel
insurance, fast track services, parking and airport transfers primarily through its website. Ryanair also offers car hire
services via a contract with RentalCars. Ancillary revenues accounted for approximately 45% of Ryanair’s total operating
revenues in fiscal year 2022 and approximately 37% of Ryanair’s total operating revenues in fiscal year 2021. See “—
Ancillary Services” below and “Item 5. Operating and Financial Review and Prospects—Results of Operations—Fiscal
Year 2022 Compared with Fiscal Year 2021—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 or where competitor traffic capacity has not returned following the Covid-19 pandemic; (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 and the February 2022 invasion of
Ukraine). The Company has aimed to meet these challenges by: (i) grounding aircraft during the winter season; (ii)
disposing of aircraft; (iii) controlling costs and liquidity; (iv) renegotiating contracts with existing suppliers, airports and
handling companies and (v) flexibly reallocating capacity to new markets. 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.”

ROUTE SYSTEM, SCHEDULING AND FARES

Route System and Scheduling

As of July 21, 2022, the Company offered approximately 3,000 daily scheduled short-haul flights serving 225

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. The following table lists Ryanair’s 90 operating bases:

Operating Bases

Agadir

Alicante

Athens

Faro

Fez

Baden-Baden

Barcelona (El Prat)

Bari

Gdansk

Girona

Gothenburg

Belfast International*

Ibiza

Berlin (Brandenburg)

Frankfurt (Hahn)

Paris (Beauvais)

Palma de Mallorca

Paphos

Pescara

Pisa

Ponta Delgada

Porto

Poznan

Prague

Prestwick

Riga

Rome (Ciampino)

Rome (Fiumicino)

Santiago

Seville

Shannon

Sofia

Toulouse

Turin

Valencia

Vienna

Vilnius

Wroclaw

Zadar

Zagreb

Stockholm (Arlanda)

Thessaloniki

Venice (Marco Polo)

Venice (Treviso)

Warsaw (Modlin)

Billund

Birmingham

Bologna

Bordeaux

Bournemouth

Bratislava

Brindisi

Bristol

Brussels (Charleroi)

Brussels (Zaventem)

Bucharest

Budapest

Cagliari

Catania

Chania

Cologne

Corfu

Cork

Dublin

Dusseldorf (Weeze)

East Midlands

Edinburgh

Katowice

Kaunas

Krakow

Lamezia

Lisbon

Liverpool

Leeds Bradford

London (Luton)

London (Stansted)

Madeira

Madrid

Malaga

Malta

Manchester

Marrakesh

Marseille

Memmingen

Milan (Bergamo)

Milan (Malpensa)

Naples

Newcastle

Nuremberg

Palermo

* New base announced and opening Summer 2023.

See Note 17, “Analysis of operating revenues and segmental analysis” to the consolidated financial statements

included in Item 18 for more information regarding the geographical sources of the Company’s revenue.

RYANAIR GROUP ANNUAL REPORT 2022

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. Safety is the primary priority of Ryanair. This commitment begins with the hiring and

training of Ryanair’s pilots, cabin crew, 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 37-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, travel

insurance, fast track services, parking and airport transfers primarily through its website. Ryanair also offers car hire

services via a contract with RentalCars. Ancillary revenues accounted for approximately 45% of Ryanair’s total operating

revenues in fiscal year 2022 and approximately 37% of Ryanair’s total operating revenues in fiscal year 2021. See “—

Ancillary Services” below and “Item 5. Operating and Financial Review and Prospects—Results of Operations—Fiscal

Year 2022 Compared with Fiscal Year 2021—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 or where competitor traffic capacity has not returned following the Covid-19 pandemic; (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 and the February 2022 invasion of

Ukraine). The Company has aimed to meet these challenges by: (i) grounding aircraft during the winter season; (ii)

disposing of aircraft; (iii) controlling costs and liquidity; (iv) renegotiating contracts with existing suppliers, airports and

handling companies and (v) flexibly reallocating capacity to new markets. 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.”

account, easier booking flow and more content. These features make Ryanair’s website 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

Route System and Scheduling

ROUTE SYSTEM, SCHEDULING AND FARES

As of July 21, 2022, the Company offered approximately 3,000 daily scheduled short-haul flights serving 225
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. The following table lists Ryanair’s 90 operating bases:

Agadir

Alicante

Athens

Baden-Baden
Barcelona (El Prat)
Bari
Belfast International*

Berlin (Brandenburg)

Billund

Birmingham

Bologna

Bordeaux

Bournemouth

Bratislava

Brindisi

Bristol

Brussels (Charleroi)

Brussels (Zaventem)

Bucharest

Budapest

Cagliari

Catania

Chania

Cologne

Corfu

Cork

Dublin

Dusseldorf (Weeze)

East Midlands

Edinburgh

Operating Bases

Faro

Fez

Palma de Mallorca

Paphos

Frankfurt (Hahn)

Paris (Beauvais)

Gdansk
Girona
Gothenburg
Ibiza

Katowice

Kaunas

Krakow

Lamezia

Leeds Bradford

Lisbon

Liverpool

London (Luton)

London (Stansted)

Madeira

Madrid

Malaga

Malta

Manchester

Marrakesh

Marseille

Memmingen

Pescara
Pisa
Ponta Delgada
Porto

Poznan

Prague

Prestwick

Riga

Rome (Ciampino)

Rome (Fiumicino)

Santiago

Seville

Shannon

Sofia

Stockholm (Arlanda)

Thessaloniki

Toulouse

Turin

Valencia

Venice (Marco Polo)

Venice (Treviso)

Milan (Bergamo)

Milan (Malpensa)

Vienna

Vilnius

Naples

Newcastle

Nuremberg

Palermo

Warsaw (Modlin)

Wroclaw

Zadar

Zagreb

* New base announced and opening Summer 2023.

See Note 17, “Analysis of operating revenues and segmental analysis” to the consolidated financial statements

included in Item 18 for more information regarding the geographical sources of the Company’s revenue.

RYANAIR GROUP ANNUAL REPORT 2022

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 12:00 a.m. Management regularly reviews the need for adjustments in
the number of flights on all of its routes.

booked through the system. Navitaire also retains back-up booking engines to support operations in the event of a

breakdown in the main system.

The Company has agreements with the GDS’s Travelport (which operates the Galileo and Worldspan GDS) and

Sabre. Ryanair’s fares (except for some promotional fare categories) are currently distributed on the GDS’s systems.

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.

AIRCRAFT

aircraft.

business.

Over the past year, the Ryanair Group announced approximately 770 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.”

Boeing Aircraft

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 and applicable
upgrade charges. However, tickets are generally non-cancellable and non-refundable and must be paid for at the time of
reservation.

As of June 30, 2022, the Company had a fleet of 483 Boeing 737 aircraft which are currently operated by Buzz,

Malta Air, Ryanair DAC and Ryanair U.K. The fleet includes 73 Boeing 737-8200 aircraft, each having 197 seats, and

Boeing 737-800 “next generation” (“NG”) aircraft, each having 189 seats.

Between March 1999 and March 2022, Ryanair took delivery of 531 new Boeing 737NG aircraft, 1 Boeing 737-

700 aircraft and 61 new Boeing 737-8200s under its contracts with Boeing and disposed of 122 Boeing 737NG aircraft,

including 77 lease hand-backs. In the period April 2022 to June 2022, Ryanair took delivery of 12 new Boeing 737-8200

Ryanair’s discounted fares are driven by Ryanair’s “load factor active – yield passive” strategy whereby seats

210 new Boeing 737-8200 “Gamechanger” aircraft delivering between fiscal years 2022 and 2025 inclusive. Deliveries

are priced to ensure that high load factor targets are achieved.

commenced in June 2021. The new aircraft will be used on new and existing routes to grow the Ryanair Group’s

Under the terms of the 2014 Boeing Contract, which was repriced in December 2020, Ryanair agreed to purchase

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.

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 seats than Ryanair’s existing Boeing 737-800NG 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

MARKETING AND ADVERTISING

is approximately US$9.6bn.

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. Social media gives Ryanair access to a large audience. 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 majority of such reservations and purchases are made through the website Ryanair.com, although a
significant number of customers are also booking on the Ryanair app and therefore, we are not reliant on travel agents.
Over the last year, Ryanair introduced several new features which make booking easier and quicker and its app enjoys
high ratings in both Google and Apple stores.

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.

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%.

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

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”.

RYANAIR GROUP ANNUAL REPORT 2022

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 12:00 a.m. Management regularly reviews the need for adjustments in

the number of flights on all of its routes.

booked through the system. Navitaire also retains back-up booking engines to support operations in the event of a
breakdown in the main system.

The Company has agreements with the GDS’s Travelport (which operates the Galileo and Worldspan GDS) and

Sabre. Ryanair’s fares (except for some promotional fare categories) are currently distributed on the GDS’s systems.

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.

AIRCRAFT

Over the past year, the Ryanair Group announced approximately 770 new routes across its network. See “Item

Boeing Aircraft

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

As of June 30, 2022, the Company had a fleet of 483 Boeing 737 aircraft which are currently operated by Buzz,
Malta Air, Ryanair DAC and Ryanair U.K. The fleet includes 73 Boeing 737-8200 aircraft, each having 197 seats, and
Boeing 737-800 “next generation” (“NG”) aircraft, each having 189 seats.

Ryanair offers low fares, with prices generally varying on the basis of advance booking, seat availability and

demand. Ryanair sells seats on a one-way basis, thus removing minimum stay requirements from all travel on Ryanair

scheduled services. All tickets can be changed, subject to certain conditions, including fee payment and applicable

upgrade charges. However, tickets are generally non-cancellable and non-refundable and must be paid for at the time of

Between March 1999 and March 2022, Ryanair took delivery of 531 new Boeing 737NG aircraft, 1 Boeing 737-
700 aircraft and 61 new Boeing 737-8200s under its contracts with Boeing and disposed of 122 Boeing 737NG aircraft,
including 77 lease hand-backs. In the period April 2022 to June 2022, Ryanair took delivery of 12 new Boeing 737-8200
aircraft.

reservation.

Ryanair’s discounted fares are driven by Ryanair’s “load factor active – yield passive” strategy 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. Social media gives Ryanair access to a large audience. 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

Under the terms of the 2014 Boeing Contract, which was repriced in December 2020, Ryanair agreed to purchase
210 new Boeing 737-8200 “Gamechanger” aircraft delivering between fiscal years 2022 and 2025 inclusive. 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 seats than Ryanair’s existing Boeing 737-800NG 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.

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

Passenger airlines generally rely on travel agents (whether traditional or online) for a significant portion of their

Boeing 737-8200 being the most recent in current production.

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 majority of such reservations and purchases are made through the website Ryanair.com, although a

significant number of customers are also booking on the Ryanair app and therefore, we are not reliant on travel agents.

Over the last year, Ryanair introduced several new features which make booking easier and quicker and its app enjoys

high ratings in both Google and Apple stores.

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%.

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

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”.

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2022, the average aircraft age of the Company’s Boeing 737 fleet was approximately 8 years.

Ryanair’s low-cost operating strategy to the areas of continuing airworthiness management, maintenance, training, or

standards. While Ryanair seeks to maintain its fleet in a cost-effective manner, management does not seek to extend

Airbus Aircraft

As of June 30, 2022, the Company had a fleet of 29 leased Airbus A320 aircraft (unchanged from March 31,
2022). 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, 2022, the average aircraft age of the Company’s
leased Airbus A320 fleet was approximately 14.9 years. The first aircraft is due to return off lease in November 2022.

Summary

The Company expects to have an operating fleet comprising approximately 620 narrow-body aircraft at March

31, 2026, depending on the level of lease hand-backs and aircraft disposals.

Training and Regulatory Compliance

At March 31, 2022 Ryanair owned and operated 11 Boeing 737-800NG, 3 Boeing 737-8200 and 2 A320 full flight
simulators for pilot training. The simulators were purchased from CAE Inc 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 autumn 2021, Ryanair, in partnership with Aviation Flight Academy
(“AFA”), opened a new, state of the art, training center in Dublin which includes both Boeing 737-8200 and A320 full flight
simulators, and a full Boeing 737 Cabin Trainer. At the end of 2021, Ryanair agreed to purchase an additional 8 (6
confirmed and 2 options) full flight simulators from CAE, and 1 fixed based simulator from MPS. In fiscal year 2023,
Ryanair will take delivery of up to 3 Boeing 737-8200 full flight simulators and the new fixed based simulator.

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
U.K. directives that may come into effect in the future. However, there can be no assurance that the FAA, EASA, the U.K.
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.”

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, duty-
free and merchandise.

Ryanair primarily markets car hire, travel insurance and accommodation services through its website and mobile

app. Ryanair offers car hire services via a contract with RentalCars. Ryanair receives a commission on these sales.

Ryanair markets car parking, fast-track, airport transfers, attractions and activities on its website and 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 and U.K. Regulations and European industry

fleet growth.

quality assurance.

EASA, 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.

Post Brexit, with the U.K. leaving EASA, aircraft registered in the U.K. are managed in accordance with the U.K.

equivalent regulations.

Ryanair Engineering and Safety & Compliance department manage the Continuing Airworthiness of the Group

fleet in accordance with Commission Regulation (EU) No 1321/2014 of 26 November 2014 - Continuing Airworthiness

and U.K. Reg (EU) 1321/2014 - the U.K. Continuing Airworthiness regulation. Each Group Airline holds applicable

approval with their respective National Airworthiness Authority (IAA Ireland, TMCAD Malta, ULC Poland and U.K. CAA),

providing robust oversight of all maintenance activities.

Maintenance activities are undertaken in accordance with EASA and U.K. Part 145 as applicable, by Ryanair DAC

under IAA approval and approved contracted providers.

Ryanair is approved to deliver maintenance type training courses under EASA and U.K. Part 147 approvals, with

6 approved training sites located across the Ryanair network, in London Stansted, Bergamo Italy, Glasgow Prestwick,

Kaunas Lithuania, Wroclaw Poland and Seville Spain.

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 (Lithuania), Wroclaw (Poland) and Seville (Spain) which are used for C-check maintenance activities. Ryanair

will invest in additional hangar facilities over the coming years to ensure there is sufficient hangar capacity for the

increased fleet size.

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 flight simulators, fixed base simulators and the associated

training rooms. Ryanair in partnership with 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

simulators in its East Midlands facility (both full flight and fixed based). Ryanair operates a 2-bay hangar in Vienna to

maintain a mix of Airbus and Boeing aircraft and, in autumn 2021, opened a new pilot and cabin crew training facility in

Dublin which accommodates both 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 2-year base maintenance checks. Frankfurt (Hahn) airport has

gone into administration and as a result of this the future utilization of this hangar facility is under review beyond 2022.

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 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

full flight simulators, a fixed base simulator and a full-size Boeing 737NG training aircraft to allow for pilot, engineering,

and cabin crew training. Ryanair currently plans to develop further training facilities over the coming years to manage

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2022, the average aircraft age of the Company’s Boeing 737 fleet was approximately 8 years.

Airbus Aircraft

Summary

As of June 30, 2022, the Company had a fleet of 29 leased Airbus A320 aircraft (unchanged from March 31,

2022). 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, 2022, the average aircraft age of the Company’s

leased Airbus A320 fleet was approximately 14.9 years. The first aircraft is due to return off lease in November 2022.

The Company expects to have an operating fleet comprising approximately 620 narrow-body aircraft at March

31, 2026, depending on the level of lease hand-backs and aircraft disposals.

Training and Regulatory Compliance

At March 31, 2022 Ryanair owned and operated 11 Boeing 737-800NG, 3 Boeing 737-8200 and 2 A320 full flight

simulators for pilot training. The simulators were purchased from CAE Inc 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 autumn 2021, Ryanair, in partnership with Aviation Flight Academy

(“AFA”), opened a new, state of the art, training center in Dublin which includes both Boeing 737-8200 and A320 full flight

simulators, and a full Boeing 737 Cabin Trainer. At the end of 2021, Ryanair agreed to purchase an additional 8 (6

confirmed and 2 options) full flight simulators from CAE, and 1 fixed based simulator from MPS. In fiscal year 2023,

Ryanair will take delivery of up to 3 Boeing 737-8200 full flight simulators and the new fixed based simulator.

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

U.K. directives that may come into effect in the future. However, there can be no assurance that the FAA, EASA, the U.K.

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.”

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, duty-

free and merchandise.

Ryanair primarily markets car hire, travel insurance and accommodation services through its website and mobile

app. Ryanair offers car hire services via a contract with RentalCars. Ryanair receives a commission on these sales.

Ryanair markets car parking, fast-track, airport transfers, attractions and activities on its website and 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 and U.K. 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 continuing airworthiness management, maintenance, training, or
quality assurance.

EASA, 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.

Post Brexit, with the U.K. leaving EASA, aircraft registered in the U.K. are managed in accordance with the U.K.

equivalent regulations.

Ryanair Engineering and Safety & Compliance department manage the Continuing Airworthiness of the Group
fleet in accordance with Commission Regulation (EU) No 1321/2014 of 26 November 2014 - Continuing Airworthiness
and U.K. Reg (EU) 1321/2014 - the U.K. Continuing Airworthiness regulation. Each Group Airline holds applicable
approval with their respective National Airworthiness Authority (IAA Ireland, TMCAD Malta, ULC Poland and U.K. CAA),
providing robust oversight of all maintenance activities.

Maintenance activities are undertaken in accordance with EASA and U.K. Part 145 as applicable, by Ryanair DAC

under IAA approval and approved contracted providers.

Ryanair is approved to deliver maintenance type training courses under EASA and U.K. Part 147 approvals, with
6 approved training sites located across the Ryanair network, in London Stansted, Bergamo Italy, Glasgow Prestwick,
Kaunas Lithuania, Wroclaw Poland and Seville Spain.

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 (Lithuania), Wroclaw (Poland) and Seville (Spain) which are used for C-check maintenance activities. Ryanair
will invest in additional hangar facilities over the coming years to ensure there is sufficient hangar capacity for the
increased fleet size.

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 flight simulators, fixed base simulators and the associated
training rooms. Ryanair in partnership with 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
simulators in its East Midlands facility (both full flight and fixed based). Ryanair operates a 2-bay hangar in Vienna to
maintain a mix of Airbus and Boeing aircraft and, in autumn 2021, opened a new pilot and cabin crew training facility in
Dublin which accommodates both 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 2-year base maintenance checks. Frankfurt (Hahn) airport has
gone into administration and as a result of this the future utilization of this hangar facility is under review beyond 2022.
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 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
full flight simulators, a fixed base simulator and a full-size Boeing 737NG training aircraft to allow for pilot, engineering,
and cabin crew training. Ryanair currently plans to develop further training facilities over the coming years to manage
fleet growth.

RYANAIR GROUP ANNUAL REPORT 2022

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 current maintenance facilities. 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 uses its EASA Part 145-approved repair facilities in Cardiff (Wales), Celma (Brazil), Paris (France), Kuala
Lumpur (Malaysia) 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. CFM LEAP-1B Engines
installed on the Boeing 737-8200 aircraft are subject to warranty by CFM. Any required repairs/overhauls subject to this
warranty will be accomplished by CFM at its EASA Part 145-approved repair facilities. Engine maintenance providers are
also monitored closely by the national authorities under EASA and national regulations. Ryanair trained engineering
staff with both Boeing and CFM in advance of the introduction of the Boeing 737-8200 aircraft to the Ryanair fleet.

SAFETY RECORD

Airport Charges

Ryanair has not had a single passenger or flight crew fatality in its 37-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 internal, open and confidential reporting system for safety and security matters.
The Company’s Board of Directors also has a Safety & Security Committee to review and discuss air safety and security
performance. Mike O’Brien, a Non-Executive Director, and Carol Sharkey (who both act as Co-Chair), are joined on the
committee by the Accountable Managers of each of the Ryanair Group Airlines. Nominated persons and relevant
managers/specialists, as necessary, are invited to attend. Mr. O’Brien and Ms. Sharkey report to the Board of Directors
each quarter. Nominated Persons and managers, as necessary, are invited to attend.

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 accepted by the relevant National Competent
Aviation Authority, (including the IAA, TM-CAD Malta, the Polish CAA and the U.K. CAA) which regularly audits operations
control standards and flight crew training standards for compliance with EU and U.K. 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 Safety Officers 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. 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.”

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

information regarding legal proceedings in which Ryanair’s economic arrangements with several publicly owned airports

are being contested.

The cost of jet fuel accounted for approximately 33% and 22% of Ryanair’s total operating expenses in the fiscal

years ended 2022 and 2021, 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 1.1% and 0.8% of total fuel costs in

the fiscal years ended 2022 and 2021 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

FUEL

RYANAIR GROUP ANNUAL REPORT 2022

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 current maintenance facilities. 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 uses its EASA Part 145-approved repair facilities in Cardiff (Wales), Celma (Brazil), Paris (France), Kuala

Lumpur (Malaysia) 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. CFM LEAP-1B Engines

installed on the Boeing 737-8200 aircraft are subject to warranty by CFM. Any required repairs/overhauls subject to this

warranty will be accomplished by CFM at its EASA Part 145-approved repair facilities. Engine maintenance providers are

also monitored closely by the national authorities under EASA and national regulations. Ryanair trained engineering

staff with both Boeing and CFM in advance of the introduction of the Boeing 737-8200 aircraft to the Ryanair fleet.

Ryanair has not had a single passenger or flight crew fatality in its 37-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 internal, open and confidential reporting system for safety and security matters.

The Company’s Board of Directors also has a Safety & Security Committee to review and discuss air safety and security

performance. Mike O’Brien, a Non-Executive Director, and Carol Sharkey (who both act as Co-Chair), are joined on the

committee by the Accountable Managers of each of the Ryanair Group Airlines. Nominated persons and relevant

managers/specialists, as necessary, are invited to attend. Mr. O’Brien and Ms. Sharkey report to the Board of Directors

each quarter. Nominated Persons and managers, as necessary, are invited to attend.

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 accepted by the relevant National Competent

Aviation Authority, (including the IAA, TM-CAD Malta, the Polish CAA and the U.K. CAA) which regularly audits operations

control standards and flight crew training standards for compliance with EU and U.K. 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 Safety Officers 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. 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.”

SAFETY RECORD

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
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 33% and 22% of Ryanair’s total operating expenses in the fiscal
years ended 2022 and 2021, 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 1.1% and 0.8% of total fuel costs in
the fiscal years ended 2022 and 2021 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

RYANAIR GROUP ANNUAL REPORT 2022

against some currency fluctuations. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk— Foreign
Currency Exposure and Hedging.”

Ryanair typically enters into arrangements providing for significant protection against fluctuations in fuel prices,
through both forward contracts and call options 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, 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 2022
Compared with Fiscal Year 2021—Fuel and Oil.”

INSURANCE

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

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

Stansted Airport

East Midlands Airport

Prestwick Airport (Hangar)

Frankfurt (Hahn) Airport (Hangar)

Bergamo Airport

Wroclaw Airport, Poland (Hangar)

Wroclaw, Poland

Warsaw, Poland

Kaunas Airport (Hangar)

Pieta, Malta

Malta Airport (Hangar)

Madrid Airport (Hangar)

Madrid, Spain

Seville, Spain (Hangar)

Modlin Airport

Kraków Airport

Katowice, Airport

Site Area

Floor Space

(Sq. Meters) (Sq. Meters)

Tenure

Activity

8,190

8,269

Leasehold

Administrative Offices / Aircraft Maintenance

37,752

163,890

Freehold

Offices, Travel Labs Dublin & Training Center

Cabin Crew & Pilot Simulator Training Center

14,302

Leasehold

Aircraft Maintenance & Simulator Training Center

Aircraft Maintenance & Training Center

4,113

12,591

1,325

17,262

5,935

16,022

5,064

16,647

8,701

1,935

747

4,500

480

6,729

1,850

1,914

9,800

129

248

144

4,113

7,720

1,325

Freehold

Leasehold

3,435

Freehold

747

Leasehold

14,295

5,064

9,563

7,484

1,935

4,500

480

3,696

1,850

1,914

8,000

129

248

144

Leasehold

Aircraft Maintenance

Administrative Offices

Simulator Training Center

Aircraft Maintenance

Travel Labs Poland

Administrative Offices

Aircraft Maintenance

Administrative Offices

Aircraft Maintenance

Travel Labs Madrid

Aircraft Maintenance

Administrative Offices

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 group airlines serve are provided by third party service providers.

RYANAIR GROUP ANNUAL REPORT 2022

against some currency fluctuations. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk— Foreign

Currency Exposure and Hedging.”

Ryanair typically enters into arrangements providing for significant protection against fluctuations in fuel prices,

through both forward contracts and call options 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, 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

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

FACILITIES

well as certain associated risks. See also “Item 5. Operating and Financial Review and Prospects—Fiscal Year 2022

The following are the principal facilities owned or leased by the Ryanair Group:

Compared with Fiscal Year 2021—Fuel and Oil.”

INSURANCE

Ryanair is exposed to potential catastrophic losses that may be incurred in the event of an aircraft accident or

terrorist incident. Any such accident or incident could involve costs related to the repair or replacement of a damaged

aircraft and its consequent temporary or permanent loss from service. In addition, an accident or incident could result

in significant legal claims against the Company from injured passengers and others who experienced injury or property

damage as a result of the accident or incident, including ground victims. Ryanair maintains aviation third-party liability

insurance, passenger liability insurance, employer liability insurance, directors’ and officers’ liability insurance, aircraft

insurance for aircraft loss or damage, and other business insurance in amounts per occurrence consistent with industry

standards. Ryanair believes its insurance coverage is adequate, although not comprehensive. There can be no assurance

that the amount of such coverage will not need to be increased, that insurance premiums will not increase significantly

or that Ryanair will not be forced to bear substantial losses from accidents. Ryanair’s insurance does not cover claims

for losses incurred when, due to unforeseen events, airspace is closed and aircraft are grounded, such as the airspace

closures described in “Item 3. 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.

Location

Dublin Airport

Airside Business Park, Dublin

Woodford Business Park, Dublin

Vienna Airport (Hangar)

Vienna, Austria

Stansted Airport

East Midlands Airport

Prestwick Airport (Hangar)

Frankfurt (Hahn) Airport (Hangar)

Bergamo Airport

Wroclaw Airport, Poland (Hangar)

Wroclaw, Poland

Warsaw, Poland

Kaunas Airport (Hangar)

Pieta, Malta

Malta Airport (Hangar)

Madrid Airport (Hangar)

Madrid, Spain

Seville, Spain (Hangar)

Modlin Airport

Kraków Airport

Katowice, Airport

Site Area

Floor Space

(Sq. Meters) (Sq. Meters)

8,190

8,269

37,752

163,890

4,113

12,591

1,325

17,262

5,935

16,022

5,064

16,647

8,701

1,935

747

4,500

480

6,729

1,850

1,914

9,800

129

248

144

4,113

7,720

1,325

14,302

3,435

14,295

5,064

9,563

7,484

1,935

747

4,500

480

3,696

1,850

1,914

8,000

129

248

144

Tenure
Leasehold
Freehold

Freehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Leasehold
Leasehold
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 & Pilot Simulator Training Center

Aircraft Maintenance

Administrative Offices

Aircraft Maintenance & Simulator Training Center

Simulator Training Center

Aircraft Maintenance

Aircraft Maintenance & Simulator Training Center

Aircraft Maintenance & Training Center

Aircraft Maintenance

Travel Labs Poland

Administrative Offices

Aircraft Maintenance

Administrative Offices

Aircraft Maintenance

Travel Labs Madrid

Aircraft Maintenance

Administrative Offices

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 group airlines serve are provided by third party service providers.

RYANAIR GROUP ANNUAL REPORT 2022

TRADEMARKS

• European Union (Word) Trademark registration number 003330685 comprised of the word “Laudamotion” in

classes 9, 14, 25, 35, 39 (Nice Classification) and equivalent U.K. trademark number UK00903330685, protected

Ryanair’s name, logo, certain other names and logos, as well as certain slogans, are registered as European
Union Trademarks (“EUTMs”) and as national trademarks in certain countries, including the U.K. An EUTM allows a
trademark owner to obtain a single registration of its trademark, which 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 Ryanair Group include:

until August 29, 2023.

representation

• European Union (Figurative) Trademark registration number 015102321 comprising the following graphic

• European Union (Word) Trademark 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) Trademark registration number 000338301 comprising the following graphic

representation

representation:

in classes 3, 9, 14, 25, 35, 39 (Nice Classification) and classes 18.05.03, 27.05.22, 27.99.12, 27.99.13 (Vienna

Classification) and equivalent U.K. trademark number UK00915102321, protected until February 10, 2026.

• European Union (Figurative) Trademark registration number 018062738 comprising the following graphic

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) Trademark 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) Trademark 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) Trademark 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.

• European Union (Word) Trademark registration number 018295804 comprised of the word “Lauda Europe” in
classes 12, 16, 18, 25, 28, 35, 36, 37, 38, 39, 43 (Nice Classification) protected until August 25, 2030, and
equivalent U.K. trademark number UK00003680730, protected until August 12, 2031.

Targets

in classes 12, 16, 35, 36, 37, 38, 39, 43 (Nice Classification) and classes 03.13.04, 03.13.24, 27.05.21, 27.99.02

(Vienna Classification) protected until May 9, 2029, and equivalent U.K. trademark number UK00003680736

protected until August 12, 2031.

• United Kingdom (Word) Trademark registration number UK00003247027 comprised of the word “Buzz About”

in class 39 (Nice Classification), protected until July 29, 2027.

• European Union (Figurative) Trademark registration number 018409229 comprising the following graphic

in classes 12, 35, 36, 39, 41, 43 (Nice Classification) and classes 04.01.03, 22.01.16, 24.17.20 (Vienna

Classification) protected until February 26, 2031 and equivalent U.K. trademark number WO0000001606144,

protected until April 26, 2031.

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 Strategy illustrates Ryanair’s commitment to managing its impact on the environment,

with key targets and achievements including:

• Achieving net carbon zero by 2050, as set out in Ryanair’s “Aviation with Purpose” Sustainability Report;

• Reduce CO2 per passenger/kilometer to 60 grams by 2030;

• Set a goal to power 12.5% of our flights with Sustainable Aviation Fuel (SAF) by 2030;

•

Improvement in the Group’s CDP (Climate Disclosure Project) climate protection rating to “A” from “B“; and

RYANAIR GROUP ANNUAL REPORT 2022

TRADEMARKS

Ryanair’s name, logo, certain other names and logos, as well as certain slogans, are registered as European

Union Trademarks (“EUTMs”) and as national trademarks in certain countries, including the U.K. An EUTM allows a

trademark owner to obtain a single registration of its trademark, which 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

• European Union (Word) Trademark registration number 003330685 comprised of the word “Laudamotion” in
classes 9, 14, 25, 35, 39 (Nice Classification) and equivalent U.K. trademark number UK00903330685, protected
until August 29, 2023.

• European Union (Figurative) Trademark registration number 015102321 comprising the following graphic

representation

equivalent national U.K. trademarks.

Trademarks owned by the Ryanair Group include:

protected until December 13, 2024.

representation:

• European Union (Word) Trademark 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,

in classes 3, 9, 14, 25, 35, 39 (Nice Classification) and classes 18.05.03, 27.05.22, 27.99.12, 27.99.13 (Vienna
Classification) and equivalent U.K. trademark number UK00915102321, protected until February 10, 2026.

• European Union (Figurative) Trademark registration number 018062738 comprising the following graphic

• European Union (Figurative) Trademark 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.

in classes 12, 16, 35, 36, 37, 38, 39, 43 (Nice Classification) and classes 03.13.04, 03.13.24, 27.05.21, 27.99.02
(Vienna Classification) protected until May 9, 2029, and equivalent U.K. trademark number UK00003680736
protected until August 12, 2031.

• United Kingdom (Word) Trademark registration number UK00003247027 comprised of the word “Buzz About”

in class 39 (Nice Classification), protected until July 29, 2027.

• European Union (Figurative) Trademark registration number 018409229 comprising the following graphic

• European Union (Figurative) Trademark 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) Trademark 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) Trademark 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

• European Union (Word) Trademark registration number 018295804 comprised of the word “Lauda Europe” in

classes 12, 16, 18, 25, 28, 35, 36, 37, 38, 39, 43 (Nice Classification) protected until August 25, 2030, and

equivalent U.K. trademark number UK00003680730, protected until August 12, 2031.

in classes 12, 35, 36, 39, 41, 43 (Nice Classification) and classes 04.01.03, 22.01.16, 24.17.20 (Vienna
Classification) protected until February 26, 2031 and equivalent U.K. trademark number WO0000001606144,
protected until April 26, 2031.

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 Strategy illustrates Ryanair’s commitment to managing its impact on the environment,

UK00913185988, protected until August 19, 2024.

with key targets and achievements including:

Targets

• Achieving net carbon zero by 2050, as set out in Ryanair’s “Aviation with Purpose” Sustainability Report;
• Reduce CO2 per passenger/kilometer to 60 grams by 2030;
• Set a goal to power 12.5% of our flights with Sustainable Aviation Fuel (SAF) by 2030;
•

Improvement in the Group’s CDP (Climate Disclosure Project) climate protection rating to “A” from “B“; and

RYANAIR GROUP ANNUAL REPORT 2022

• To date, we are ahead of our 5-year target, having introduced recyclable plastics on over 80% of our product lines.

(“Eurocontrol”). The Group Airlines are also subject to national regulation in their home countries, which is implemented

We have a goal to be 100% single use plastic free by 2025.

Achievements

• Becoming the first Airline Group to publish its CO2 statistics monthly;
•
Investing billions of euro in new fuel and noise efficient aircraft;
• Commercial SAF partnership with Neste;
• Top rated European airline by ESG risk rating agency (Sustainalytics) and rated B by CDP;
• Partnered with Trinity College Dublin to launch a Sustainable Aviation Research Centre; and
•

Investment in Verified Carbon Standard (VCS) and Gold Standard carbon projects funded by our Voluntary Carbon
Contribution scheme;

• Appointment of a Director of Sustainability, reporting at least quarterly to the Board, to achieve ambitious

environmental commitments.

Ireland

Ryanair manages its impact on the environment and lowers CO2 emissions by operating one of the youngest
fleets of any major European airline group, achieving high load factors and efficient fuel burn. These enable Ryanair to
minimize fuel and energy consumption and reduce noise pollution.

Climate Governance and Strategy

Ryanair’s Board has ultimate oversight of the Group’s climate strategy, sustainability goals and climate-related
risks and opportunities. The Board and Audit Committee receive quarterly updates on Ryanair’s climate related risks and
performance from the Director of Sustainability.

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

These risks are identified through scenario analysis, horizon scanning and ongoing industry scrutiny. Key
transitional risks are assessed and managed across the organization primarily through the enterprise risk management
register with upstream climate risks also raised to the Sustainability Committee. These risks include Market and
Technology Shifts, Reputation, Policy, Legal and Physical Risks.

Ryanair’s long-term strategy identifies climate change as a key area that will impact the business in coming
years. Short and medium-term risks and opportunities are addressed on an ongoing basis by the Ryanair Sustainability
Committee and Sustainability team who, ultimately, report back to the Board.

In fiscal year 2022, the Ryanair Group published its pathway to Net Zero (“Aviation with Purpose” Sustainability
Report (updated in July 2022), which is available on the Ryanair website), including a detailed plan on where the Group
aims to achieve its emissions reductions. This pathway forms a key pillar of Ryanair’s ongoing strategy. Emission
reductions are expected to come from a combination of technological and operational improvements, the increased use
of SAF, the reform of European air traffic management and carbon offsetting.

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

primarily by (i) in Ireland, the Irish Commission for Aviation Regulation (“CAR”), the Irish Aviation Authority (“IAA”) and

the Irish Department of Transport (“DoT”) 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. Civil Aviation Authority 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

measures were 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.

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 January 11, 2022.

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

Department of Transport. The DoT is responsible for implementation of certain EU and Irish legislation and

international standards relating to air transport.

the IAA.

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

100

RYANAIR GROUP ANNUAL REPORT 2022

• To date, we are ahead of our 5-year target, having introduced recyclable plastics on over 80% of our product lines.

We have a goal to be 100% single use plastic free by 2025.

Achievements

•

• Becoming the first Airline Group to publish its CO2 statistics monthly;

Investing billions of euro in new fuel and noise efficient aircraft;

• Commercial SAF partnership with Neste;

• Top rated European airline by ESG risk rating agency (Sustainalytics) and rated B by CDP;

• Partnered with Trinity College Dublin to launch a Sustainable Aviation Research Centre; and

Investment in Verified Carbon Standard (VCS) and Gold Standard carbon projects funded by our Voluntary Carbon

• Appointment of a Director of Sustainability, reporting at least quarterly to the Board, to achieve ambitious

Contribution scheme;

environmental commitments.

Ryanair manages its impact on the environment and lowers CO2 emissions by operating one of the youngest

fleets of any major European airline group, achieving high load factors and efficient fuel burn. These enable Ryanair to

minimize fuel and energy consumption and reduce noise pollution.

Climate Governance and Strategy

Ryanair’s Board has ultimate oversight of the Group’s climate strategy, sustainability goals and climate-related

risks and opportunities. The Board and Audit Committee receive quarterly updates on Ryanair’s climate related risks and

performance from the Director of Sustainability.

Climate-related risks and opportunities are incorporated into the Ryanair Group's environmental policy. The

Board reviews the environmental policy annually and receives quarterly updates on performance. Environmental

opportunities and threats are factored into our financial and operational planning, including operational fuel efficiencies

and regulatory impacts.

These risks are identified through scenario analysis, horizon scanning and ongoing industry scrutiny. Key

transitional risks are assessed and managed across the organization primarily through the enterprise risk management

Technology Shifts, Reputation, Policy, Legal and Physical Risks.

Ryanair’s long-term strategy identifies climate change as a key area that will impact the business in coming

years. Short and medium-term risks and opportunities are addressed on an ongoing basis by the Ryanair Sustainability

Committee and Sustainability team who, ultimately, report back to the Board.

In fiscal year 2022, the Ryanair Group published its pathway to Net Zero (“Aviation with Purpose” Sustainability

Report (updated in July 2022), which is available on the Ryanair website), including a detailed plan on where the Group

aims to achieve its emissions reductions. This pathway forms a key pillar of Ryanair’s ongoing strategy. Emission

reductions are expected to come from a combination of technological and operational improvements, the increased use

of SAF, the reform of European air traffic management and carbon offsetting.

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 Airlines 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 (“DoT”) 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. Civil Aviation Authority 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
measures were 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 January 11, 2022.

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. The DoT 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

100

RYANAIR GROUP ANNUAL REPORT 2022

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.

The Company’s subsidiary, Malta Air, obtained an AOC (No MT-57) and operating license (No (CAD/MT-57) from

as aircraft operators, are primarily responsible for the payment to Eurocontrol of charges incurred in relation to their

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)

to any equipment, stores or documents, which may be onboard the aircraft when it is detained and may result in the

from the Maltese CAD on September 4, 2020.

possible sale of the aircraft.

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.

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

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

and “SES2+” For example, EU Regulation 1070/09 (under “SES2”) focused on air traffic control performance and

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. 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 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,

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

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”

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 Company’s subsidiary, Ryanair U.K., obtained an AOC (No GB 2451) and an operating license (OL/A/624)

inclusion of all mandatory taxes, fees, and charges in advertised prices. Ryanair includes this information in its

The European Union has passed legislation calling for increased transparency in airline fares, which requires the

from the U.K. CAA on December 20, 2018.

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

U.K. Department for Transport. The U.K. DfT is responsible for implementation of certain EU and U.K. legislation

considered mandatory, which could limit the Company’s commercial freedom.

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.

Registration of Aircraft

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.

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

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RYANAIR GROUP ANNUAL REPORT 2022

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.

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. 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 (OL/A/624)

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

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,
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.

highest levels of safety, oversee their uniform application across Europe and promote them at the global level.

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

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RYANAIR GROUP ANNUAL REPORT 2022

aircraft must be wholly owned by either (i) a citizen of Ireland or a citizen of another member state of the EU having a
place of residence or business in Ireland or (ii) a company registered in and having a place of business in Ireland and
having its principal place of business in Ireland or another member state of the EU and not less than two-thirds of the
Directors of which are citizens of Ireland or of another member state of the EU. As of the date of this report, ten of the
eleven Directors of Ryanair Holdings are citizens of Ireland. An aircraft will also fulfill these conditions if it is wholly
owned by such citizens or companies in combination. Notwithstanding the fact that these particular conditions may not
be met, the IAA retains discretion to register an aircraft in Ireland so long as it is in compliance with the other conditions
for registration under the Order. Any such registration may, however, be made subject to certain conditions. In order to
be registered, an aircraft must also continue to comply with any applicable provisions of Irish law. The registration of
any aircraft can be 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.

Certain operators of screenscraping websites (including Lastminute and On the Beach) have alleged in court
proceedings that Ryanair’s objection to the unauthorized selling of its flight tickets by online travel agents to consumers
is an attempt to restrict competition. Ryanair is vigorously defending such claims.

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 introduce a new subsidy control regime in order

to prevent distortions of competition between the U.K. and the EU.

See “Item 3. Key Information⎯Risk Factors⎯Risks Related to the Company—The Company is subject to legal

proceedings alleging state aid at certain airports” and “Item 8. Financial

Information⎯Other Financial

Information⎯Legal Proceedings.”

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. post-Brexit (the European Commission has considered the U.K. regime to be adequate by way of the ‘adequacy

decision’ adopted on 28 June 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

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RYANAIR GROUP ANNUAL REPORT 2022

aircraft must be wholly owned by either (i) a citizen of Ireland or a citizen of another member state of the EU having a

place of residence or business in Ireland or (ii) a company registered in and having a place of business in Ireland and

having its principal place of business in Ireland or another member state of the EU and not less than two-thirds of the

Directors of which are citizens of Ireland or of another member state of the EU. As of the date of this report, ten of the

eleven Directors of Ryanair Holdings are citizens of Ireland. An aircraft will also fulfill these conditions if it is wholly

owned by such citizens or companies in combination. Notwithstanding the fact that these particular conditions may not

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.

be met, the IAA retains discretion to register an aircraft in Ireland so long as it is in compliance with the other conditions

Under the terms of the EU—U.K. TCA, the U.K. has committed to introduce a new subsidy control regime in order

for registration under the Order. Any such registration may, however, be made subject to certain conditions. In order to

to prevent distortions of competition between the U.K. and the EU.

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.

Certain operators of screenscraping websites (including Lastminute and On the Beach) have alleged in court

proceedings that Ryanair’s objection to the unauthorized selling of its flight tickets by online travel agents to consumers

is an attempt to restrict competition. Ryanair is vigorously defending such claims.

103

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. post-Brexit (the European Commission has considered the U.K. regime to be adequate by way of the ‘adequacy
decision’ adopted on 28 June 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

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RYANAIR GROUP ANNUAL REPORT 2022

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.

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. This was upgraded to a “B” rating in December 2021, which included 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. The design of these
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. 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 brought 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 US$102.5m 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, 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

Directors’ Report) Regulations 2013, Ryanair is obliged to state its annual quantity of emissions in tons of carbon dioxide

general environment. In particular, Ryanair:

• operates with a high-seat density of 189 seats on the Boeing 737-800NGs and 197 on the Boeing 737-8200
aircraft. This is in contrast 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 passenger/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

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106

• has minimal scheduled late-night departures of aircraft, reducing the impact of noise emissions.

In 2021, a law was passed in France prohibiting domestic flights where an alternative direct train service

operates in under 2.5 hours, with an exception made for connecting flights. This exception distorts the market, giving an

unfair advantage to airlines which operate connecting flight networks. The European Commission is currently

investigating this possible breach of the EU freedom to provide services, and the French government has not yet adopted

a necessary implementing decree that defines appropriate train alternatives and eligible connecting flights. There is

currently no visibility on when the prohibition will enter into force. 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.

“Fit for 55”. We engage with European decision makers to support a fair green transition of the aviation sector.

Among the measures included in the “Fit for 55” package, we welcomed the proposal to increase the use of SAF and

engaged relevant stakeholders to stress the importance of using sustainable fuels to cut the sector’s carbon footprint.

We have highlighted the limited environmental benefit and the harmful consequences for the EU economy and

connectivity resulting from other elements of the package, e.g., a kerosene tax that applies only to intra-EU flights. We

welcomed the European Parliament’s vote in June 2022 to include all flights departing from the EEA in the ETS, ending

a legislative loophole which exempts long-haul flights from any contribution to decarbonization.

Emissions Trading. On November 19, 2008, the European Union adopted legislation to add aviation to the EU

ETS 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 has a negative impact on the European airline industry as it does not sufficiently promote environmentally

efficient growth.

On January 1, 2021, a U.K. ETS replaced the U.K.’s participation in the EU ETS. This scheme contains many

consistent features with the concurrent EU ETS. Airlines have been granted allowances under the scheme with a

subsequent deduction in allocated EU allowances. These were distributed in proportion to U.K. ETS activity based on

historical “revenue ton kilometer”.

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

equivalent. Ryanair’s EU Emissions Trading Scheme monitoring, reporting and allowance surrender obligations are

mandated on a calendar year basis. During calendar year 2021, the Ryanair Group emitted 7.0m tCO2 (calendar 2020:

5.0m), which equates to 0.097 tCO2 (calendar 2020: 0.097) per passenger. In calendar year 2021, tCO2 per passenger

were in line with 2020 levels. As load factors restore to pre Covid-19 pandemic levels, the expectation is that tCO2 per

passenger will decline.

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 remitted approximately €255m in various environmental taxes in fiscal year 2022 up from approximately €54m

in fiscal year 2021 (and approximately €630m in fiscal year 2020, pre-Covid-19). 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

RYANAIR GROUP ANNUAL REPORT 2022

directives and regulations, to which Ryanair adheres. From time to time, noxious or potentially toxic substances are held

• has minimal scheduled late-night departures of aircraft, reducing the impact of noise emissions.

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.

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. This was upgraded to a “B” rating in December 2021, which included 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. The design of these

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. 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 brought 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 US$102.5m 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, 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 on the Boeing 737-800NGs and 197 on the Boeing 737-8200

aircraft. This is in contrast 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 passenger/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

105

In 2021, a law was passed in France prohibiting domestic flights where an alternative direct train service
operates in under 2.5 hours, with an exception made for connecting flights. This exception distorts the market, giving an
unfair advantage to airlines which operate connecting flight networks. The European Commission is currently
investigating this possible breach of the EU freedom to provide services, and the French government has not yet adopted
a necessary implementing decree that defines appropriate train alternatives and eligible connecting flights. There is
currently no visibility on when the prohibition will enter into force. 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.

“Fit for 55”. We engage with European decision makers to support a fair green transition of the aviation sector.
Among the measures included in the “Fit for 55” package, we welcomed the proposal to increase the use of SAF and
engaged relevant stakeholders to stress the importance of using sustainable fuels to cut the sector’s carbon footprint.
We have highlighted the limited environmental benefit and the harmful consequences for the EU economy and
connectivity resulting from other elements of the package, e.g., a kerosene tax that applies only to intra-EU flights. We
welcomed the European Parliament’s vote in June 2022 to include all flights departing from the EEA in the ETS, ending
a legislative loophole which exempts long-haul flights from any contribution to decarbonization.

Emissions Trading. On November 19, 2008, the European Union adopted legislation to add aviation to the EU
ETS 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 has a negative impact on the European airline industry as it does not sufficiently promote environmentally
efficient growth.

On January 1, 2021, a U.K. ETS replaced the U.K.’s participation in the EU ETS. This scheme contains many
consistent features with the concurrent EU ETS. Airlines have been granted allowances under the scheme with a
subsequent deduction in allocated EU allowances. These were distributed in proportion to U.K. ETS activity based on
historical “revenue ton kilometer”.

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 2021, the Ryanair Group emitted 7.0m tCO2 (calendar 2020:
5.0m), which equates to 0.097 tCO2 (calendar 2020: 0.097) per passenger. In calendar year 2021, tCO2 per passenger
were in line with 2020 levels. As load factors restore to pre Covid-19 pandemic levels, the expectation is that tCO2 per
passenger will decline.

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 remitted approximately €255m in various environmental taxes in fiscal year 2022 up from approximately €54m
in fiscal year 2021 (and approximately €630m in fiscal year 2020, pre-Covid-19). 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

106

RYANAIR GROUP ANNUAL REPORT 2022

less choice for consumers. Ryanair believes this would ultimately have adverse effects on the European economy in
general.

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. For the winter season 2021/22, the European Union adopted another amendment

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, such as that proposed
under the ETD, would distort competition between airlines operating solely within Europe and those operating also
outside of Europe.

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.

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, 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. Under EU Regulation No. 793/2004, 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
regulation, signaling the acceptance of secondary trading of airport slots between airlines. This was intended to allow
more flexibility and mobility in the use of slots and 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

to the “80/20” rule, that allowed airlines to retain slots if the usage rate was 50%. The “80/20” rule was further amended

to a “64/36” usage requirement for the IATA summer season 2022 and may possibly be extended in some form 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 in recent 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

(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 2020, item 1320, with amendments) covers health and occupational

safety issues. Under Article 184of 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.

107

108

RYANAIR GROUP ANNUAL REPORT 2022

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, such as that proposed

under the ETD, would distort competition between airlines operating solely within Europe and those operating also

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. For the winter season 2021/22, the European Union adopted another amendment
to the “80/20” rule, that allowed airlines to retain slots if the usage rate was 50%. The “80/20” rule was further amended
to a “64/36” usage requirement for the IATA summer season 2022 and may possibly be extended in some form 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.

outside of Europe.

Other

In 2020, some national politicians in Austria and Italy called for the introduction of minimum prices on airline

The Company transitioned to local contracts of employment in a number of EU countries in recent years. Where

tickets and/or for a ban on prices lower than the sum of applicable government taxes and airport charges. While

this transition has occurred, the Company is subject to local laws and regulations (examples below).

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.

Airport charges

Slots

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.

Currently, many of Ryanair Group’s airports have no “slot” allocation restrictions; however, 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. Under EU Regulation No. 793/2004, 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

regulation, signaling the acceptance of secondary trading of airport slots between airlines. This was intended to allow

more flexibility and mobility in the use of slots and 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

107

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
(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 2020, item 1320, with amendments) covers health and occupational
safety issues. Under Article 184of 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.

108

RYANAIR GROUP ANNUAL REPORT 2022

HISTORY

Historical results are not predictive of future results

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, 2022, the Ryanair Group launched service on more than 2,300 routes throughout
Europe and also increased the frequency of service on a number of its principal routes. Ryanair has established 90
airports as bases of operations. During fiscal years 2019 and 2020 the Company established a low-cost 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 97.1m in fiscal year 2022 and 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, 2022, Ryanair had a principal fleet of 483 Boeing 737 (including 73
Boeing 737-8200 “Gamechangers”) aircraft, and 29 Airbus A320 aircraft and serves over 220 airports.

Ryanair expects to have approximately 620 narrow-body aircraft in its operating fleet following the delivery of
all of the Boeing 737-8200s currently on order over the next four years, subject to lease hand-backs and disposals over
the period. 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 1991 to approximately 149m passengers in fiscal year 2020 before the Covid-19
pandemic resulted in a severe decline in European traffic.

Total revenues increased from €1.64bn in fiscal year 2021 to €4.80bn in fiscal year 2022 due to a 253% increase
in traffic to approximately 97m passengers. While traffic increased significantly, the delayed relaxation of EU
Governments’ Covid-19 travel restrictions until July 2021 (October in the case of the U.K. Government) combined with
the damaging impact of the Omicron variant and Russia’s invasion of Ukraine in the second half of the year, meant that
fares required significant price stimulation with average fares in fiscal year 2022 down 27% to just €27. Ancillary
revenues increased by 258% to €2.15bn due to the rebound in traffic and a solid performance in discretionary products
such as priority boarding and reserved seating. While traffic increased by 253%, costs only increased by 113% in fiscal
year 2022.

Ryanair’s total break-even load factor was 108% in fiscal year 2021 and 88% in fiscal year 2022. Ryanair recorded
an operating loss of €839m in fiscal year 2021 and an operating loss of €340m in fiscal year 2022. The Company
recorded a loss after taxation of €1,015m in fiscal year 2021 and a significantly lower loss after tax of €241m in fiscal
year 2022.

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 and the invasion of Ukraine in February 2022, 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; global inflation and supply chain pressures; 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 strikes in Europe; the rates

of income and corporate taxes paid, the financial impact of the Covid-19 crisis and the Russian invasion of Ukraine 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, sanctions

imposed on oil producers, geopolitical tensions affecting oil producing countries 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. 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 may 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 profit for the quarter ended June 30, 2022 (the first quarter of the Company’s fiscal year

2023) was €188m as compared to a net loss of €273m for the corresponding period of the previous year. The Company

recorded an operating profit of €240m in the first quarter of fiscal year 2023, having recorded an operating loss of €305m

in the comparative quarter in fiscal year 2022. Total operating revenues increased from €371m in the first quarter of

fiscal year 2022 to €2,602m in the first quarter of fiscal year 2023. Operating expenses increased from €675m in the

first quarter of fiscal year 2022 to €2,362m in the first quarter of fiscal year 2023, driven primarily by variable costs as

traffic increased from 8.1m to 45.5m passengers. The Company’s cash and cash equivalents, restricted cash and

financial assets with terms of less than three months amounted to €4.64bn at June 30, 2022 as compared with €3.63bn

at March 31, 2022 and net debt decreased to €0.4bn at June 30, 2022 compared to €1.45bn at March 31, 2022.

109

110

RYANAIR GROUP ANNUAL REPORT 2022

HISTORY

Historical results are not predictive of future results

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, 2022, the Ryanair Group launched service on more than 2,300 routes throughout

Europe and also increased the frequency of service on a number of its principal routes. Ryanair has established 90

airports as bases of operations. During fiscal years 2019 and 2020 the Company established a low-cost 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 97.1m in fiscal year 2022 and 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, 2022, Ryanair had a principal fleet of 483 Boeing 737 (including 73

Boeing 737-8200 “Gamechangers”) aircraft, and 29 Airbus A320 aircraft and serves over 220 airports.

Ryanair expects to have approximately 620 narrow-body aircraft in its operating fleet following the delivery of

all of the Boeing 737-8200s currently on order over the next four years, subject to lease hand-backs and disposals over

the period. 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 1991 to approximately 149m passengers in fiscal year 2020 before the Covid-19

pandemic resulted in a severe decline in European traffic.

Total revenues increased from €1.64bn in fiscal year 2021 to €4.80bn in fiscal year 2022 due to a 253% increase

in traffic to approximately 97m passengers. While traffic increased significantly, the delayed relaxation of EU

Governments’ Covid-19 travel restrictions until July 2021 (October in the case of the U.K. Government) combined with

the damaging impact of the Omicron variant and Russia’s invasion of Ukraine in the second half of the year, meant that

fares required significant price stimulation with average fares in fiscal year 2022 down 27% to just €27. Ancillary

revenues increased by 258% to €2.15bn due to the rebound in traffic and a solid performance in discretionary products

such as priority boarding and reserved seating. While traffic increased by 253%, costs only increased by 113% in fiscal

Ryanair’s total break-even load factor was 108% in fiscal year 2021 and 88% in fiscal year 2022. Ryanair recorded

an operating loss of €839m in fiscal year 2021 and an operating loss of €340m in fiscal year 2022. The Company

recorded a loss after taxation of €1,015m in fiscal year 2021 and a significantly lower loss after tax of €241m in fiscal

year 2022.

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 and the invasion of Ukraine in February 2022, 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; global inflation and supply chain pressures; 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 strikes in Europe; the rates
of income and corporate taxes paid, the financial impact of the Covid-19 crisis and the Russian invasion of Ukraine 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, sanctions
imposed on oil producers, geopolitical tensions affecting oil producing countries 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. 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 may 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 profit for the quarter ended June 30, 2022 (the first quarter of the Company’s fiscal year
2023) was €188m as compared to a net loss of €273m for the corresponding period of the previous year. The Company
recorded an operating profit of €240m in the first quarter of fiscal year 2023, having recorded an operating loss of €305m
in the comparative quarter in fiscal year 2022. Total operating revenues increased from €371m in the first quarter of
fiscal year 2022 to €2,602m in the first quarter of fiscal year 2023. Operating expenses increased from €675m in the
first quarter of fiscal year 2022 to €2,362m in the first quarter of fiscal year 2023, driven primarily by variable costs as
traffic increased from 8.1m to 45.5m passengers. The Company’s cash and cash equivalents, restricted cash and
financial assets with terms of less than three months amounted to €4.64bn at June 30, 2022 as compared with €3.63bn
at March 31, 2022 and net debt decreased to €0.4bn at June 30, 2022 compared to €1.45bn at March 31, 2022.

109

110

RYANAIR GROUP ANNUAL REPORT 2022

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

relevant expense amount (as shown in the consolidated financial statements) by the number of booked passengers in

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

the relevant year as shown in the table of "Selected Operating and Other Data" in Item 3 and rounding to the nearest euro

RESULTS OF OPERATIONS

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 2022 and 2021 under IFRS. This data is calculated by dividing the

cent; the percentage change is calculated on the basis of the relevant figures before rounding.

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

Operating (loss)/profit
Net finance expense
(Loss)/profit before tax

Tax credit/(expense) on (loss)/profit

(Loss)/profit after taxation

Fiscal Year ended March 31,
2021

2020

2022

100 %
55
45
107
35
17
14
11
15
9
5
(7)
(2)
(9)
4
(5)

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

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

* ”+” is favorable and “-“ is adverse year-on-year.

At March 31,

2022

€

2021

% Change *

17.51

8.38

7.11

5.68

7.41

4.24

2.63

52.96

€

19.72

10.44

17.16

6.81

20.75

7.32

7.51

0.24

89.95

11%

20%

59%

17%

64%

42%

65%

100%

41%

FISCAL YEAR 2022 COMPARED WITH FISCAL YEAR 2021

(Loss)/profit after taxation. Ryanair recorded a loss after taxation of €241m in fiscal year 2022, as compared
with a loss after taxation of €1,015m in fiscal year 2021. This decrease in loss was primarily attributable to an 253%
increase in traffic as European Governments gradually eased travel restrictions/lockdowns related to the Covid-19
pandemic.

Scheduled revenues. Ryanair's scheduled passenger revenues increased by 156%, from €1,036m in fiscal year
2021 to €2,653m in fiscal year 2022, primarily reflecting a 253% increase in traffic to 97m passengers as European
Governments gradually eased travel restrictions/lockdowns related to the Covid-19 pandemic, offset by a 27% reduction
in average fare to just €27.

Scheduled passenger revenues accounted for 63% of Ryanair's total revenues in fiscal year 2021 and 55% in

fiscal year 2022.

Ancillary revenues. Ryanair's ancillary revenues, which comprise revenues from non-flight scheduled operations,
in-flight sales and internet-related services, increased by 258%, from €600m in fiscal year 2021 to €2,148m in fiscal year
2022. The overall increase in ancillary revenues was due to a 253% increase in traffic to 97m passengers and a solid
performance in discretionary products such as priority boarding and reserved seating.

Operating expenses. As a percentage of total revenues, Ryanair's operating expenses were at 151% in fiscal year
2021 compared to 107% in fiscal year 2022. In absolute terms, total operating expenses increased by 108%, from
€2,475m in fiscal year 2021 to €5,141m in fiscal year 2022, principally as a result of an increase in sectors flown, arising
from the gradual easing of travel restrictions/lockdowns related to the Covid-19 pandemic throughout fiscal year 2022.
Route charges remained flat as a percentage of total revenues. Airport and handling charges, staff costs, depreciation,
marketing, distribution and other and maintenance, materials and repairs decreased as a percentage of total revenues
due to higher load factors and increased flights. Fuel increased as a percentage of total revenues primarily due to the
global increase in the price of fuel and higher sectors flown.

111

112

Fuel and oil. Ryanair's fuel and oil costs per passenger decreased by 11%, while in absolute terms, these costs

increased by 213% from €543m in fiscal year 2021 to €1,699m in fiscal year 2022, in each case after giving effect to the

Group’s fuel hedging activities. The 213% increase reflected a 203% increase in sectors flown, arising from increased

activity following the relaxation of Covid-19 related restrictions/lockdowns and the higher cost of fuel. Fuel and oil costs

include the direct cost of fuel, the cost of delivering fuel to the aircraft, aircraft de-icing and EU emissions trading costs.

The average fuel price paid by Ryanair (calculated by dividing total fuel costs by the number of U.S. gallons of fuel

consumed) increased by 10% from €1.74 per U.S. gallon in fiscal year 2021 to €1.92 per U.S. gallon in fiscal year 2022,

excluding the ineffectiveness charge on jet fuel hedges (included in finance expense in the consolidated income

statement) and the unrealized gains on jet fuel options (included in fuel and oil in the income statement), respectively.

Airport and handling charges. Ryanair's airport and handling charges per passenger decreased by 20% in fiscal

year 2022 compared to fiscal year 2021. In absolute terms, airport and handling charges increased by 183%, from €287m

in fiscal year 2021 to €813m in fiscal year 2022, broadly reflecting an increase in traffic and sectors flown.

Staff costs. Ryanair's staff costs, which consist primarily of salaries, wages and benefits, decreased by 59% on

a per passenger basis, while in absolute terms, these costs increased by 46%, from €472 million in fiscal year 2021 to

€690m in fiscal year 2022. The increase in absolute terms was primarily attributable to increased flight hours and the

gradual removal of pay cuts.

Route charges. Ryanair's route charges per passenger decreased by 17%. In absolute terms, route charges

increased by 194%, from €187m in fiscal year 2021 to €551m in fiscal year 2022, primarily as a result of increased

sectors arising from the gradual easing of Covid-19 travel restrictions.

Depreciation. Ryanair's depreciation per passenger decreased by 64%, while in absolute terms these costs

increased by 26% from €571m in fiscal year 2021 to €719m in fiscal year 2022. The increase was primarily attributable

to the delivery of 61 new B737-8200 “Gamechanger” aircraft during fiscal year 2022, and higher amortization as a result

of increased aircraft utilization.

Marketing, distribution and other expenses. Ryanair's marketing, distribution and other operating expenses,

including those applicable to the generation of ancillary revenues, decreased by 42% on a per passenger basis in fiscal

year 2022, while in absolute terms, these costs increased by 104%, from €202m in fiscal year 2021 to €411m in fiscal

RYANAIR GROUP ANNUAL REPORT 2022

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:

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 2022 and 2021 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

* ”+” is favorable and “-“ is adverse year-on-year.

At March 31,

2022
€
17.51
8.38
7.11
5.68
7.41
4.24
2.63
-
52.96

2021
€

% Change *

19.72
10.44
17.16
6.81
20.75
7.32
7.51
0.24
89.95

11%
20%
59%
17%
64%
42%
65%
100%
41%

FISCAL YEAR 2022 COMPARED WITH FISCAL YEAR 2021

(Loss)/profit after taxation. Ryanair recorded a loss after taxation of €241m in fiscal year 2022, as compared

with a loss after taxation of €1,015m in fiscal year 2021. This decrease in loss was primarily attributable to an 253%

increase in traffic as European Governments gradually eased travel restrictions/lockdowns related to the Covid-19

pandemic.

Fuel and oil. Ryanair's fuel and oil costs per passenger decreased by 11%, while in absolute terms, these costs
increased by 213% from €543m in fiscal year 2021 to €1,699m in fiscal year 2022, in each case after giving effect to the
Group’s fuel hedging activities. The 213% increase reflected a 203% increase in sectors flown, arising from increased
activity following the relaxation of Covid-19 related restrictions/lockdowns and the higher cost of fuel. Fuel and oil costs
include the direct cost of fuel, the cost of delivering fuel to the aircraft, aircraft de-icing and EU emissions trading costs.
The average fuel price paid by Ryanair (calculated by dividing total fuel costs by the number of U.S. gallons of fuel
consumed) increased by 10% from €1.74 per U.S. gallon in fiscal year 2021 to €1.92 per U.S. gallon in fiscal year 2022,
excluding the ineffectiveness charge on jet fuel hedges (included in finance expense in the consolidated income
statement) and the unrealized gains on jet fuel options (included in fuel and oil in the income statement), respectively.

Scheduled revenues. Ryanair's scheduled passenger revenues increased by 156%, from €1,036m in fiscal year

2021 to €2,653m in fiscal year 2022, primarily reflecting a 253% increase in traffic to 97m passengers as European

Governments gradually eased travel restrictions/lockdowns related to the Covid-19 pandemic, offset by a 27% reduction

Airport and handling charges. Ryanair's airport and handling charges per passenger decreased by 20% in fiscal
year 2022 compared to fiscal year 2021. In absolute terms, airport and handling charges increased by 183%, from €287m
in fiscal year 2021 to €813m in fiscal year 2022, broadly reflecting an increase in traffic and sectors flown.

Staff costs. Ryanair's staff costs, which consist primarily of salaries, wages and benefits, decreased by 59% on
a per passenger basis, while in absolute terms, these costs increased by 46%, from €472 million in fiscal year 2021 to
€690m in fiscal year 2022. The increase in absolute terms was primarily attributable to increased flight hours and the
gradual removal of pay cuts.

Route charges. Ryanair's route charges per passenger decreased by 17%. In absolute terms, route charges
increased by 194%, from €187m in fiscal year 2021 to €551m in fiscal year 2022, primarily as a result of increased
sectors arising from the gradual easing of Covid-19 travel restrictions.

Depreciation. Ryanair's depreciation per passenger decreased by 64%, while in absolute terms these costs
increased by 26% from €571m in fiscal year 2021 to €719m in fiscal year 2022. The increase was primarily attributable
to the delivery of 61 new B737-8200 “Gamechanger” aircraft during fiscal year 2022, and higher amortization as a result
of increased aircraft utilization.

Marketing, distribution and other expenses. Ryanair's marketing, distribution and other operating expenses,
including those applicable to the generation of ancillary revenues, decreased by 42% on a per passenger basis in fiscal
year 2022, while in absolute terms, these costs increased by 104%, from €202m in fiscal year 2021 to €411m in fiscal

112

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

Operating (loss)/profit

Net finance expense

(Loss)/profit before tax

Tax credit/(expense) on (loss)/profit

(Loss)/profit after taxation

Fiscal Year ended March 31,

2022

2021

2020

100 %

107

(7)

(2)

(9)

(5)

151

(51)

(17)

(68)

(62)

(5)

—

in average fare to just €27.

fiscal year 2022.

Scheduled passenger revenues accounted for 63% of Ryanair's total revenues in fiscal year 2021 and 55% in

Ancillary revenues. Ryanair's ancillary revenues, which comprise revenues from non-flight scheduled operations,

in-flight sales and internet-related services, increased by 258%, from €600m in fiscal year 2021 to €2,148m in fiscal year

2022. The overall increase in ancillary revenues was due to a 253% increase in traffic to 97m passengers and a solid

performance in discretionary products such as priority boarding and reserved seating.

Operating expenses. As a percentage of total revenues, Ryanair's operating expenses were at 151% in fiscal year

2021 compared to 107% in fiscal year 2022. In absolute terms, total operating expenses increased by 108%, from

€2,475m in fiscal year 2021 to €5,141m in fiscal year 2022, principally as a result of an increase in sectors flown, arising

from the gradual easing of travel restrictions/lockdowns related to the Covid-19 pandemic throughout fiscal year 2022.

Route charges remained flat as a percentage of total revenues. Airport and handling charges, staff costs, depreciation,

marketing, distribution and other and maintenance, materials and repairs decreased as a percentage of total revenues

due to higher load factors and increased flights. Fuel increased as a percentage of total revenues primarily due to the

global increase in the price of fuel and higher sectors flown.

111

RYANAIR GROUP ANNUAL REPORT 2022

year 2022, with the overall increase reflecting higher activity (including increased in-flight sales), partially offset by cost
savings.

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

Maintenance, materials and repairs. Ryanair's maintenance, materials and repair expenses, which consist
primarily of the cost of routine maintenance provision for leased aircraft and the overhaul of spare parts, decreased by
65% on a per passenger basis, while in absolute terms these expenses increased by 24% from €207m in fiscal year 2021
to €256m in fiscal year 2022. The increase in absolute terms during the fiscal year was due to higher aircraft utilization.

gross cash resources at March 31, 2022 and 2021 of €3,626m and €3,150m, respectively. The €476m increase in gross

cash resources year on year primarily reflects the increase in forward bookings as European Government’s Covid-19

travel restrictions eased, offset by capital expenditure of approximately €1,182m in fiscal year 2022 and the repayment

of maturing debt.

The Company’s net cash inflow from operating activities in fiscal year 2022 amounted to €1,941m (fiscal year

Operating (loss)/profit. As a result of the factors outlined above, an operating loss per passenger was recorded

2021 net cash outflow of €2,448m). The €4,389m increase in net cash flows from operating activities year on year

in both fiscal year 2022 and fiscal year 2021.

primarily reflects the Company’s recovery from the Covid-19 travel restrictions.

Finance expense. Ryanair's interest and similar charges decreased by €206m, from €297m in fiscal year 2021
to €91m in fiscal year 2022 primarily due to fiscal year 2021 hedge ineffectiveness charge of €192m (net of tax) in
relation to jet fuel hedges and an €8m charge (net of tax) in relation to ineffective currency cashflow hedges arising
from delayed aircraft capital expenditure. This was partially offset by a higher average gross debt in the year.

Finance income. Ryanair’s interest income decreased by €16m to €0m in fiscal year 2022, primarily due to a gain
from the sale of aircraft in fiscal year 2021, which was included in finance income, and negative interest on euro deposits
in fiscal year 2022.

Foreign exchange gains/losses. Ryanair recorded foreign exchange gains of €1m in fiscal year 2022, and foreign
exchange gains of €12m in fiscal year 2021, 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 2022 was approximately 44% credit, as compared to an effective
tax rate of approximately 8% credit in fiscal year 2021, reflecting the mix of profits and losses incurred by Ryanair’s
operating subsidiaries primarily in Ireland, Malta, Poland and the U.K., and revised assessments of the value of deferred
tax assets in the wake of the Covid-19 pandemic.

FISCAL YEAR 2021 COMPARED WITH FISCAL YEAR 2020

A discussion of fiscal year 2021 compared with fiscal year 2020 is included in Ryanair’s 2021 Annual Report

and Form 20-F.

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

During fiscal year 2022, Ryanair’s primary cash requirements have been for operating expenses, refunds in

respect of cancelled services, capital expenditures and payments on indebtedness. Cash generated from operations

and proceeds from a new long-term borrowing were the primary sources of cash inflows in fiscal year 2022. In fiscal

year 2021, Ryanair’s primary cash requirements were for operating expenses, refunds in respect of cancelled services,

payments due on unutilized fuel hedges and payments on indebtedness. Proceeds from long-term borrowings and net

proceeds from shares issued were the primary source of funding cash requirements in fiscal year 2021.

The Company’s net cash outflow from investing activities in fiscal year 2022 totaled €1,414m, primarily

reflecting 61 aircraft deliveries, aircraft pre-delivery deposits and capitalized maintenance.

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.

Net cash outflows from financing activities (inclusive of net foreign exchange differences) totaled €537m in

fiscal year 2022, largely reflecting the repayment of the Group’s €850m (2014) Eurobond issued at a coupon of 1.875%

and the £600m HMT and Bank of England CCFF, offset by the issuance of a senior unsecured €1,200m Eurobond at a

coupon of 0.875% in May 2021.

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.

Capital Expenditures. Capital Expenditures in fiscal years 2022 and 2021 were €1,182m and €295m 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, 2022, Ryanair had a fleet of 471

Boeing 737 aircraft, 50 of which were funded by Ex-Im Bank-guaranteed financing. At March 31, 2022, over 90% of

Ryanair’s Boeing 737s were unencumbered. 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 2023.

113

114

RYANAIR GROUP ANNUAL REPORT 2022

year 2022, with the overall increase reflecting higher activity (including increased in-flight sales), partially offset by cost

savings.

Maintenance, materials and repairs. Ryanair's maintenance, materials and repair expenses, which consist

primarily of the cost of routine maintenance provision for leased aircraft and the overhaul of spare parts, decreased by

65% on a per passenger basis, while in absolute terms these expenses increased by 24% from €207m in fiscal year 2021

to €256m in fiscal year 2022. The increase in absolute terms during the fiscal year was due to higher aircraft utilization.

Operating (loss)/profit. As a result of the factors outlined above, an operating loss per passenger was recorded

in both fiscal year 2022 and fiscal year 2021.

Finance expense. Ryanair's interest and similar charges decreased by €206m, from €297m in fiscal year 2021

to €91m in fiscal year 2022 primarily due to fiscal year 2021 hedge ineffectiveness charge of €192m (net of tax) in

relation to jet fuel hedges and an €8m charge (net of tax) in relation to ineffective currency cashflow hedges arising

from delayed aircraft capital expenditure. This was partially offset by a higher average gross debt in the year.

Finance income. Ryanair’s interest income decreased by €16m to €0m in fiscal year 2022, primarily due to a gain

from the sale of aircraft in fiscal year 2021, which was included in finance income, and negative interest on euro deposits

in fiscal year 2022.

U.K. pound sterling.

Foreign exchange gains/losses. Ryanair recorded foreign exchange gains of €1m in fiscal year 2022, and foreign

exchange gains of €12m in fiscal year 2021, primarily due to the impact of euro exchange rates against U.S. dollar and

Taxation. The effective tax rate for fiscal year 2022 was approximately 44% credit, as compared to an effective

tax rate of approximately 8% credit in fiscal year 2021, reflecting the mix of profits and losses incurred by Ryanair’s

operating subsidiaries primarily in Ireland, Malta, Poland and the U.K., and revised assessments of the value of deferred

tax assets in the wake of the Covid-19 pandemic.

FISCAL YEAR 2021 COMPARED WITH FISCAL YEAR 2020

A discussion of fiscal year 2021 compared with fiscal year 2020 is included in Ryanair’s 2021 Annual Report

and Form 20-F.

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

113

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, 2022 and 2021 of €3,626m and €3,150m, respectively. The €476m increase in gross
cash resources year on year primarily reflects the increase in forward bookings as European Government’s Covid-19
travel restrictions eased, offset by capital expenditure of approximately €1,182m in fiscal year 2022 and the repayment
of maturing debt.

The Company’s net cash inflow from operating activities in fiscal year 2022 amounted to €1,941m (fiscal year
2021 net cash outflow of €2,448m). The €4,389m increase in net cash flows from operating activities year on year
primarily reflects the Company’s recovery from the Covid-19 travel restrictions.

During fiscal year 2022, Ryanair’s primary cash requirements have been for operating expenses, refunds in
respect of cancelled services, capital expenditures and payments on indebtedness. Cash generated from operations
and proceeds from a new long-term borrowing were the primary sources of cash inflows in fiscal year 2022. In fiscal
year 2021, Ryanair’s primary cash requirements were for operating expenses, refunds in respect of cancelled services,
payments due on unutilized fuel hedges and payments on indebtedness. Proceeds from long-term borrowings and net
proceeds from shares issued were the primary source of funding cash requirements in fiscal year 2021.

The Company’s net cash outflow from investing activities in fiscal year 2022 totaled €1,414m, primarily

reflecting 61 aircraft deliveries, aircraft pre-delivery deposits and capitalized maintenance.

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.

Net cash outflows from financing activities (inclusive of net foreign exchange differences) totaled €537m in
fiscal year 2022, largely reflecting the repayment of the Group’s €850m (2014) Eurobond issued at a coupon of 1.875%
and the £600m HMT and Bank of England CCFF, offset by the issuance of a senior unsecured €1,200m Eurobond at a
coupon of 0.875% in May 2021.

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.

Capital Expenditures. Capital Expenditures in fiscal years 2022 and 2021 were €1,182m and €295m 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, 2022, Ryanair had a fleet of 471
Boeing 737 aircraft, 50 of which were funded by Ex-Im Bank-guaranteed financing. At March 31, 2022, over 90% of
Ryanair’s Boeing 737s were unencumbered. 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 2023.

114

RYANAIR GROUP ANNUAL REPORT 2022

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

program, the Company may decide in the future to issue additional debt from capital markets to finance future aircraft

disposed by the Company:

Fiscal Year End
Opening Fleet
Firm deliveries under 2014 Boeing Contract
Planned returns or disposals
A320 operating leases
Closing Fleet

2022

2023

2024

At March 31,
2025

2026

2027

Total

452
61
(13)
—
500

500
55
—
(2)
553

553
57
—
(7)
603

603
37
—
(14)
626

626
—
—
(5)
621

621
—
—
(1)
620

452
210
(13)
(29)
620

Capital Resources. Ryanair’s debt (including current maturities) totaled €5,427m at March 31, 2021 and €5,077m
at March 31, 2022, with the change being primarily attributable to the repayment of the Group’s €850m (2014) Eurobond
issued at a coupon of 1.875% and the early repayment of the £600m HMT and Bank of England CCFF, offset by the
issuance of a senior unsecured €1,200m Eurobond at a coupon of 0.875% in May 2021. Please see the table “Obligations
Due by Period” on page 118 for more information on Ryanair’s long-term debt (including current maturities) and leases
as of March 31, 2022. See also Note 12 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, 2022, 50 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
loans under the facilities are on substantially similar terms, having a maturity of 12 years from the drawdown date and
being secured by a first priority mortgage in favor of a security trustee on behalf of Ex-Im Bank.

Through the use of interest rate swaps or cross currency interest rate swaps, Ryanair has effectively converted
a portion of its floating-rate debt under its financing facilities into fixed-rate debt. Approximately 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 86% of its outstanding aircraft debt financing at March 31, 2022 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 (stable) 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

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 50 aircraft delivered and remaining

in the fleet as of March 31, 2022 rests with a number of United States special purpose vehicles (the “SPVs”). 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 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 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

Japanese Operating Leases with Call Options (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

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, 2022, Ryanair had 29 leased Airbus A320 aircraft in the Lauda Europe fleet. As a result, Ryanair

operates, but does not own, these aircraft, which were leased to provide flexibility for the aircraft delivery program.

Ryanair has no right or obligation to acquire these aircraft at the end of the relevant lease terms. All 29 leases are U.S.

dollar-denominated and require Ryanair 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). Unless they are

extended, 9 of these leases are due to mature in the next 2 years. 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, 2022. 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.

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 depreciated.

115

116

RYANAIR GROUP ANNUAL REPORT 2022

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

disposed by the Company:

Fiscal Year End

Opening Fleet

Firm deliveries under 2014 Boeing Contract

Planned returns or disposals

A320 operating leases

Closing Fleet

2022

2023

2024

2025

2026

2027

Total

500

553

626

621

452

(13)

—

500

—

(2)

—

(7)

—

(5)

—

(1)

553

603

621

620

603

—

(14)

626

452

210

(13)

(29)

620

At March 31,

Capital Resources. Ryanair’s debt (including current maturities) totaled €5,427m at March 31, 2021 and €5,077m

at March 31, 2022, with the change being primarily attributable to the repayment of the Group’s €850m (2014) Eurobond

issued at a coupon of 1.875% and the early repayment of the £600m HMT and Bank of England CCFF, offset by the

issuance of a senior unsecured €1,200m Eurobond at a coupon of 0.875% in May 2021. Please see the table “Obligations

Due by Period” on page 118 for more information on Ryanair’s long-term debt (including current maturities) and leases

as of March 31, 2022. See also Note 12 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, 2022, 50 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

loans under the facilities are on substantially similar terms, having a maturity of 12 years from the drawdown date and

being secured by a first priority mortgage in favor of a security trustee on behalf of Ex-Im Bank.

Through the use of interest rate swaps or cross currency interest rate swaps, Ryanair has effectively converted

a portion of its floating-rate debt under its financing facilities into fixed-rate debt. Approximately 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 86% of its outstanding aircraft debt financing at March 31, 2022 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 (stable) 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

115

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 50 aircraft delivered and remaining
in the fleet as of March 31, 2022 rests with a number of United States special purpose vehicles (the “SPVs”). 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 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 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
Japanese Operating Leases with Call Options (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
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, 2022, Ryanair had 29 leased Airbus A320 aircraft in the Lauda Europe fleet. As a result, Ryanair
operates, but does not own, these aircraft, which were leased to provide flexibility for the aircraft delivery program.
Ryanair has no right or obligation to acquire these aircraft at the end of the relevant lease terms. All 29 leases are U.S.
dollar-denominated and require Ryanair 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). Unless they are
extended, 9 of these leases are due to mature in the next 2 years. 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, 2022. 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.

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 depreciated.

116

RYANAIR GROUP ANNUAL REPORT 2022

Ryanair currently has corporate ratings of BBB (stable) 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 and was repaid in full in October
2021.

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, 2022. 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 23 to the consolidated financial statements included in Item 18.

The amounts listed under “Purchase Obligations” in the table reflect future obligations for firm aircraft
purchases under the existing 2014 Boeing Contract. This table is calculated by multiplying the number of firm aircraft
the Group 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, adjusted for (i) basic credits (approximately 60% of the standard list
price); (ii) price escalation over the original scheduled delivery timeframe; and (iii) advance payments paid in prior fiscal
years. The dollar-denominated obligations are converted into euro at the year-end exchange rate of U.S. $1.1065 =
€1.00. The Group 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. These customer specific
credits are not included in the table below but will reduce the average amount payable per aircraft, and therefore, the
Group’s obligations due under the 2014 Boeing Contract. The Group considers that Boeing customer specific credits
are not material to the Group’s cash outflows over the time horizon of the 2014 Boeing contract. Under the terms of the
2014 Boeing Contract, the Group 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, 2022.

Debt (a)

Purchase Obligations (b)

Operating Lease Obligations

Future Interest Payments (c)

Total Contractual Obligations

Item 18.

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

operating lease arrangements at March 31, 2022.

Contractual Obligations

Total

Less than 1 year 1-2 years 2-5 years After 5 years

Obligations Due by Period

€M

4,939

5,828

141

184

€M

1,224

2,151

€M

860

2,230

€M

2,855

1,447

11,092

3,496

3,192

4,404

€M

—

(a) For additional information on Ryanair’s debt obligations, see Note 12 and Note 23 to the consolidated financial statements included in

(b) This reflects the 149 firm aircraft ordered under the 2014 Boeing Contract (61 already delivered in fiscal year 2022) assuming delivery

of 55 aircraft in fiscal year 2023, 57 in fiscal year 2024 and 37 in 2025. For additional information on the Company’s purchase obligation,

see Note 23 to the consolidated financial statements included in Item 18.

(c)

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.

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 €5,085m (as at March 31, 2022) in

letters of guarantee to secure obligations of certain of its subsidiaries in respect of loans, capital market transactions

and bank advances, including those relating to aircraft financing and related hedging transactions. This amount

excludes guarantees given in relation to the 2014 Boeing Contract under which there was a total of 149 firm aircraft

under order and yet to be delivered as at March 31, 2022 amounting to approximately U.S. $6.99bn at the standard list

price of US$102.5m (net of basic credits and reflective of price escalation over the originally scheduled delivery

timeframe).

117

118

RYANAIR GROUP ANNUAL REPORT 2022

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

Ryanair currently has corporate ratings of BBB (stable) from both S&P and Fitch Ratings and a €5bn EMTN

operating lease arrangements at March 31, 2022.

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

Contractual Obligations

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,

Debt (a)
Purchase Obligations (b)
Operating Lease Obligations
Future Interest Payments (c)
Total Contractual Obligations

Total
€M
4,939
5,828
141
184
11,092

Obligations Due by Period

Less than 1 year 1-2 years 2-5 years After 5 years

€M

1,224
2,151
59
62
3,496

€M

860
2,230
52
50
3,192

€M
2,855
1,447
30
72
4,404

€M

—
—
—
—
—

Ryanair raised £600m unsecured debt under the HMT and Bank of England CCFF at a 0.44% interest rate. This debt was

(a) For additional information on Ryanair’s debt obligations, see Note 12 and Note 23 to the consolidated financial statements included in

subsequently extended in March 2021 for a further 12 months at a 0.46% interest rate and was repaid in full in October

Item 18.

2021.

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, 2022. 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 23 to the consolidated financial statements included in Item 18.

The amounts listed under “Purchase Obligations” in the table reflect future obligations for firm aircraft

purchases under the existing 2014 Boeing Contract. This table is calculated by multiplying the number of firm aircraft

the Group 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, adjusted for (i) basic credits (approximately 60% of the standard list

price); (ii) price escalation over the original scheduled delivery timeframe; and (iii) advance payments paid in prior fiscal

years. The dollar-denominated obligations are converted into euro at the year-end exchange rate of U.S. $1.1065 =

€1.00. The Group 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. These customer specific

credits are not included in the table below but will reduce the average amount payable per aircraft, and therefore, the

Group’s obligations due under the 2014 Boeing Contract. The Group considers that Boeing customer specific credits

are not material to the Group’s cash outflows over the time horizon of the 2014 Boeing contract. Under the terms of the

2014 Boeing Contract, the Group 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, 2022.

(b) This reflects the 149 firm aircraft ordered under the 2014 Boeing Contract (61 already delivered in fiscal year 2022) assuming delivery
of 55 aircraft in fiscal year 2023, 57 in fiscal year 2024 and 37 in 2025. For additional information on the Company’s purchase obligation,
see Note 23 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 €5,085m (as at March 31, 2022) in
letters of guarantee to secure obligations of certain of its subsidiaries in respect of loans, capital market transactions
and bank advances, including those relating to aircraft financing and related hedging transactions. This amount
excludes guarantees given in relation to the 2014 Boeing Contract under which there was a total of 149 firm aircraft
under order and yet to be delivered as at March 31, 2022 amounting to approximately U.S. $6.99bn at the standard list
price of US$102.5m (net of basic credits and reflective of price escalation over the originally scheduled delivery
timeframe).

117

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RYANAIR GROUP ANNUAL REPORT 2022

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.

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.

Geoff Doherty was appointed as a Director of Ryanair in October 2021. Mr. Doherty is the Group Chief Financial Officer,

and an executive director of Kingspan Group plc. Prior to that, he was an executive director and Chief Financial Officer

DIRECTORS

of Greencore Group plc. He is an Irish citizen.

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

of July 21, 2022:

Name
Stan McCarthy (b)(c)
Louise Phelan (b)(c)
Róisín Brennan (a)(d)
Michael Cawley (b)(d)
Emer Daly (a)
Geoff Doherty (a)
Howard Millar (b)(c)
Dick Milliken (a)
Mike O’Brien (e)
Michael O’Leary (b)
Julie O’Neill (d)

Age
64
55
57
68
59
51
61
71
78
61
67

Positions
Chairman & Director
Senior Independent Director
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 small number of privately-owned companies in diverse
industries. An active philanthropist in both Ireland and the U.S., 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, having previously been Group CEO of the Phelan Energy Group, and former Vice President of PayPal (leading
a global team in Continental Europe, Middle East and Africa). Prior to that she spent 16 years with General Electric in
various leadership roles. Ms. Phelan is a member of the Top Level Appointments Committee (TLAC) for the office of An
Taoiseach. She is an Irish citizen.

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 Musgrave Group plc, Glanbia plc and Dell Bank International DAC having previously been a Non-Executive
Director of DCC plc from 2005 until 2016 and Hibernia REIT plc from 2019 to 2022. 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 Deputy CEO and COO until he retired in March 2014. Mr. Cawley’s other Non-Executive Directorships include Kingspan
Group plc and Hostelworld Group plc, and he is a former Director of Flutter Entertainment 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

119

120

Howard Millar was appointed as a Director of Ryanair in August 2015. Mr. Millar had served as Ryanair’s Deputy CEO

and CFO 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., a global aircraft lessor. Mr. Millar is

Non-Executive Chairman of Fast Colombia, 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. Mr. Milliken is currently Chairman of both the Lotus Group (a Northern

Ireland based property company) and CV6 Inc, a Life Sciences spin-out from Queens University Belfast and is a Director

of a number of private companies. He is a former Council Member of the Institute of Chartered Accountants in Ireland

and a former Director of Bank of Ireland Mortgages. He is a British citizen.

Mike O’Brien was appointed as a Director of Ryanair in May 2016. Prior to that, he 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. Capt. 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 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 was Secretary General of the Irish Department of

Transport from 2002 to 2009 and is a Patron of Chapter Zero Ireland, the Irish Chapter of the Climate Governance

Initiative. 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, Ms. Daly and Mr. Doherty

are the members of the Audit Committee. In accordance with the recommendations of the Irish Combined Code of

Corporate Governance (the “Combined Code”), an independent Non-Executive Director, Mr. Milliken, is the chair of the

Audit 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 (Chair), Mr. McCarthy, Mr. Cawley, Mr. Millar and Mr. O’Leary are members of the Executive Committee.

RYANAIR GROUP ANNUAL REPORT 2022

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 21, 2022:

Name

Stan McCarthy (b)(c)

Louise Phelan (b)(c)

Róisín Brennan (a)(d)

Michael Cawley (b)(d)

Emer Daly (a)

Geoff Doherty (a)

Howard Millar (b)(c)

Dick Milliken (a)

Mike O’Brien (e)

Michael O’Leary (b)

Julie O’Neill (d)

Age

Positions

Chairman & Director

Senior Independent Director

Director

Director & Group CEO

(a) Audit Committee.

(d) Remuneration Committee.

(b) Executive 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 small number of privately-owned companies in diverse

industries. An active philanthropist in both Ireland and the U.S., 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, having previously been Group CEO of the Phelan Energy Group, and former Vice President of PayPal (leading

a global team in Continental Europe, Middle East and Africa). Prior to that she spent 16 years with General Electric in

various leadership roles. Ms. Phelan is a member of the Top Level Appointments Committee (TLAC) for the office of An

Taoiseach. She is an Irish citizen.

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 Musgrave Group plc, Glanbia plc and Dell Bank International DAC having previously been a Non-Executive

Director of DCC plc from 2005 until 2016 and Hibernia REIT plc from 2019 to 2022. 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 Deputy CEO and COO until he retired in March 2014. Mr. Cawley’s other Non-Executive Directorships include Kingspan

Group plc and Hostelworld Group plc, and he is a former Director of Flutter Entertainment 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

119

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.

Geoff Doherty was appointed as a Director of Ryanair in October 2021. Mr. Doherty is the Group Chief Financial Officer,
and an executive director of Kingspan Group plc. Prior to that, he was an executive director and Chief Financial Officer
of Greencore Group plc. He 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 CFO 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., a global aircraft lessor. Mr. Millar is
Non-Executive Chairman of Fast Colombia, 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. Mr. Milliken is currently Chairman of both the Lotus Group (a Northern
Ireland based property company) and CV6 Inc, a Life Sciences spin-out from Queens University Belfast and is a Director
of a number of private companies. He is a former Council Member of the Institute of Chartered Accountants in Ireland
and a former Director of Bank of Ireland Mortgages. He is a British citizen.

Mike O’Brien was appointed as a Director of Ryanair in May 2016. Prior to that, he 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. Capt. 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 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 was Secretary General of the Irish Department of
Transport from 2002 to 2009 and is a Patron of Chapter Zero Ireland, the Irish Chapter of the Climate Governance
Initiative. 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, Ms. Daly and Mr. Doherty
are the members of the Audit Committee. In accordance with the recommendations of the Irish Combined Code of
Corporate Governance (the “Combined Code”), an independent Non-Executive Director, Mr. Milliken, is the chair of the
Audit 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 (Chair), Mr. McCarthy, Mr. Cawley, Mr. Millar and Mr. O’Leary are members of the Executive Committee.

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RYANAIR GROUP ANNUAL REPORT 2022

(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 (Chair), 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 (Chair), Ms. Brennan and Mr. Cawley are the members of the
Remuneration Committee. Following Ms. O’Neill’s planned retirement from the Board in September 2022, Ms. Brennan
will take over as chair 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 security performance. 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 Ms. Carol
Sharkey who both act as Co-Chair. Other attendees include the Accountable Managers of each of the Ryanair Group
Airlines, a number of other Nominated Persons and managers who 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.

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 and when a plan or other equity compensation

arrangement is established or materially amended. Under the NASDAQ rules, whether shareholder approval

is required for transactions other than public offerings 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. The Irish Listing Rules also require shareholder approval of equity compensation

arrangements but, subject to certain exceptions, if provided by the plan, permit amendments to the plan by

a board committee without further shareholder approval.

• 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 ADRs is not required under the Irish Listing Rules or the Irish

Companies Act. However, it has been Ryanair’s policy to solicit holders of ADRs, 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.

Directors are elected (or have their appointments confirmed) at the annual general meetings of shareholders.

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.

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:

Most significantly:

• 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

Independence. NASDAQ requires that a majority of an issuer’s Board of Directors be “independent” under the

standards set forth in the NASDAQ rules and that Directors deemed independent be identified in the Company’s Annual

Report on Form 20-F. The Board of Directors has determined that each of the Company’s ten serving Non-Executive

Directors is “independent” under the standards set forth in the U.K. Corporate Governance Code (the “Code”).

121

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RYANAIR GROUP ANNUAL REPORT 2022

(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 (Chair), 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 (Chair), Ms. Brennan and Mr. Cawley are the members of the

Remuneration Committee. Following Ms. O’Neill’s planned retirement from the Board in September 2022, Ms. Brennan

will take over as chair 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 security performance. 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 Ms. Carol

Sharkey who both act as Co-Chair. Other attendees include the Accountable Managers of each of the Ryanair Group

Airlines, a number of other Nominated Persons and managers who 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.

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 and when a plan or other equity compensation
arrangement is established or materially amended. Under the NASDAQ rules, whether shareholder approval
is required for transactions other than public offerings 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. The Irish Listing Rules also require shareholder approval of equity compensation
arrangements but, subject to certain exceptions, if provided by the plan, permit amendments to the plan by
a board committee without further shareholder approval.

• 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 ADRs is not required under the Irish Listing Rules or the Irish
Companies Act. However, it has been Ryanair’s policy to solicit holders of ADRs, 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.

Directors are elected (or have their appointments confirmed) at the annual general meetings of shareholders.

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.

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

Most significantly:

Independence. NASDAQ requires that a majority of an issuer’s Board of Directors be “independent” under the
standards set forth in the NASDAQ rules and that Directors deemed independent be identified in the Company’s Annual
Report on Form 20-F. The Board of Directors has determined that each of the Company’s ten serving Non-Executive
Directors is “independent” under the standards set forth in the U.K. Corporate Governance Code (the “Code”).

121

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RYANAIR GROUP ANNUAL REPORT 2022

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 ten 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 Ms. Phelan
and Messrs. Cawley, Millar, Milliken and O’Brien.

The Board considered Michael Cawley’s independence given that he served as Deputy CEO and COO of Ryanair
from 2003 to March 2014 and before that as Ryanair’s CFO 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.

21, 2022:

Name

Michael O’Leary

Neil Sorahan

Juliusz Komorek

Edward Wilson

Carol Sharkey

Tracey McCann

Andreas Gruber

David O'Brien

Michal Kaczmarzyk

John Hurley

since 1988.

The Board considered Howard Millar’s independence given that he was Ryanair’s Deputy CEO up to December
31, 2014, and CFO 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.

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.

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 has further considered the independence of Ms. Phelan and Mr. Milliken as they have each served
just over nine years on the Board and concluded that they are both independent Non-Executive Directors within the spirit
and meaning of the Code. Additionally, in light of Julie O’Neill’s decision to retire from the Board in September 2022, the
Chairman asked both Ms. Phelan and Mr. Milliken to remain on the Board to facilitate orderly and planned succession
over the next 2 years. Mr. Milliken (as Audit Committee Chair) will oversee the rotation of external auditors from KPMG
to PwC during the fiscal year 2023.

The Board considered 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.

The following table sets forth certain information concerning the Executive Officers of the Ryanair Group at July

EXECUTIVE OFFICERS

Age

Position

Group CEO

Group CFO

Group CLO; Co. Secretary

Ryanair DAC CEO

Chief Risk Officer

Ryanair DAC 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

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 DAC’s 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 DAC’s 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 2018. Prior to that, he held various operational and network

planning roles within the Aerberlin Group. Following Lauda’s acquisition by the Ryanair Group, Andreas remained as

Lauda’s Joint CEO.

David O’Brien. David was appointed Joint CEO of 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

123

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RYANAIR GROUP ANNUAL REPORT 2022

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

EXECUTIVE OFFICERS

relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgment. Under the

The following table sets forth certain information concerning the Executive Officers of the Ryanair Group at July

Code, the Board of Directors may determine that a Director is independent notwithstanding the existence of relationships

21, 2022:

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 ten 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 Ms. Phelan

and Messrs. Cawley, Millar, Milliken and O’Brien.

The Board considered Michael Cawley’s independence given that he served as Deputy CEO and COO of Ryanair

from 2003 to March 2014 and before that as Ryanair’s CFO 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.

Name
Michael O’Leary
Neil Sorahan
Juliusz Komorek
Edward Wilson
Carol Sharkey
Tracey McCann
Andreas Gruber
David O'Brien
Michal Kaczmarzyk
John Hurley

Age
61
50
44
58
47
48
37
58
43
47

Position
Group CEO
Group CFO
Group CLO; Co. Secretary
Ryanair DAC CEO
Chief Risk Officer
Ryanair DAC 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.

The Board considered Howard Millar’s independence given that he was Ryanair’s Deputy CEO up to December

31, 2014, and CFO 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.

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.

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 has further considered the independence of Ms. Phelan and Mr. Milliken as they have each served

just over nine years on the Board and concluded that they are both independent Non-Executive Directors within the spirit

and meaning of the Code. Additionally, in light of Julie O’Neill’s decision to retire from the Board in September 2022, the

Chairman asked both Ms. Phelan and Mr. Milliken to remain on the Board to facilitate orderly and planned succession

over the next 2 years. Mr. Milliken (as Audit Committee Chair) will oversee the rotation of external auditors from KPMG

to PwC during the fiscal year 2023.

The Board considered 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.

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 DAC’s 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 DAC’s 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 2018. Prior to that, he held various operational and network
planning roles within the Aerberlin Group. Following Lauda’s acquisition by the Ryanair Group, Andreas remained as
Lauda’s Joint CEO.

David O’Brien. David was appointed Joint CEO of 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

123

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RYANAIR GROUP ANNUAL REPORT 2022

Operations from December 2002. A graduate of the Irish Military College, prior to joining Ryanair, David followed a
military career with positions in the airport sector and agribusiness in the Middle East, Russia and Asia.

STAFF AND LABOR RELATIONS

The following table sets forth the details of Ryanair’s team (including all Group airlines) at each of March 31,

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 2022 was €11.3m (including a €3.7m (non-cash)
technical accounting charge in relation to unvested share options). 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.

Directors’ service agreements do not contain provisions providing for compensation on their termination.

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 19 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, 2019 and expiring in July, 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. At July 21, 2022,
these options had not yet vested. The technical accounting charge (non-cash) for the share-based remuneration is
approximately €1.8m per annum over the 5 year term of the Group CEO’s contract of employment.

2022, 2021 and 2020:

Classification

Management

Administrative/IT Labs

Maintenance

Ground Operations

Pilots

Cabin Crew

Total

Number of Staff at March 31,

2022

2021

2020

116

828

483

488

5,860

11,341

19,116

759

417

312

5,170

8,261

15,016

150

859

395

555

5,584

9,725

17,268

Ryanair Group airlines are engaged in collective bargaining with unions in relation to long term pay and

conditions agreements, as well as the schedule for the restoration of agreed pay cuts implemented in response to the

Covid-19 crisis to minimize job losses. 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 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 and cabin crew 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.”

125

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RYANAIR GROUP ANNUAL REPORT 2022

Operations from December 2002. A graduate of the Irish Military College, prior to joining Ryanair, David followed a

STAFF AND LABOR RELATIONS

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

2022, 2021 and 2020:

The following table sets forth the details of Ryanair’s team (including all Group airlines) at each of March 31,

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 2022 was €11.3m (including a €3.7m (non-cash)

technical accounting charge in relation to unvested share options). 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.

Directors’ service agreements do not contain provisions providing for compensation on their termination.

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 19 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, 2019 and expiring in July, 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. At July 21, 2022,

these options had not yet vested. The technical accounting charge (non-cash) for the share-based remuneration is

approximately €1.8m per annum over the 5 year term of the Group CEO’s contract of employment.

Classification
Management
Administrative/IT Labs
Maintenance
Ground Operations
Pilots
Cabin Crew
Total

Number of Staff at March 31,
2021

2022

2020

116
828
483
488
5,860
11,341
19,116

97
759
417
312
5,170
8,261
15,016

150
859
395
555
5,584
9,725
17,268

Ryanair Group airlines are engaged in collective bargaining with unions in relation to long term pay and
conditions agreements, as well as the schedule for the restoration of agreed pay cuts implemented in response to the
Covid-19 crisis to minimize job losses. 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 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 and cabin crew 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.”

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RYANAIR GROUP ANNUAL REPORT 2022

Item 7. Major Shareholders and Related Party Transactions

As of June 30, 2022, there were 1,135,183,528 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 53 holders, and represented in the
aggregate 43% 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

Item 8. Financial Information

CONSOLIDATED FINANCIAL STATEMENTS

Please refer to “Item 18. Financial Statements.”

OTHER FINANCIAL INFORMATION

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, 2022, June 30, 2021 and June 30, 2020, the latest
practicable date prior to the Company’s publication of its statutory Annual Report in each of the relevant years.

Legal Proceedings

As of June 30, 2022
% of

As of June 30, 2021
% of

As of June 30, 2020
% of

HSBC Holdings PLC
Capital
Baillie Gifford
AKO Capital
Parvus Asset Management Europe
MFS
Fidelity
Société Générale SA (SG SA)
Michael O’Leary
Harris Associates
Egerton Capital

No. of Shares Class No. of Shares Class No. of Shares Class
116,367,663
96,449,310
84,361,020
58,131,953
57,556,875
50,061,594
44,869,519
44,813,877
44,096,725
37,426,765
—

7.3 % 67,354,927
11.5 % 57,032,560
9.1 % 66,071,123
4.8 % 52,742,694
5.1 %
—
3.5 % 42,511,940
4.2 % 37,445,184
7.0 %
—
3.9 % 44,096,725
2.3 % 57,307,445
4.1 % 51,570,640

10.3 % 82,194,848
8.5 % 130,030,773
7.4 % 102,427,272
5.1 % 54,195,746
5.1 % 57,414,314
4.4 % 39,839,051
4.0 % 47,096,727
3.9 % 79,113,810
3.9 % 44,096,725
3.3 % 25,418,560
46,430,130
—

6.2 %
5.2 %
6.1 %
4.8 %
—
3.9 %
3.4 %
—
4.0 %
5.3 %
4.7 %

As of June 30, 2022, the beneficial holdings in Ordinary Shares of the Directors of Ryanair Holdings as a group
was 45,511,118 Ordinary Shares, representing 4.01% of Ryanair Holdings’ outstanding Ordinary Shares as of such date.
See also Note 19(d) to the consolidated financial statements included herein.

As of March 31, 2022, there were 1,134,528,528 Ordinary Shares outstanding. Based on information available to
Ryanair Holdings, the following table summarizes holdings of those shareholders holding 3% or more of the Ordinary
Shares as of March 31, 2022, March 31, 2021 and March 31, 2020.

Capital
HSBC Holdings PLC
Baillie Gifford
Société Générale SA
AKO Capital
Parvus Asset Management Europe
MFS
Fidelity
Marshall Wace
Michael O’Leary
Egerton Capital

% of

As of March 31, 2022 As of March 31, 2021 As of March 31, 2020
% of
No. of Shares Class No. of Shares Class No. of Shares Class
3.5 %
117,345,252
5.7 %
103,285,582
5.9 %
88,863,106
—
72,365,694
4.5 %
57,494,324
—
49,760,850
3.9 %
44,973,351
3.1 %
44,399,286
—
44,356,764
4.0 %
44,096,725
4.4 %
—

10.3 % 127,825,495
9.1 % 81,175,344
7.8 % 105,753,192
6.4 % 82,686,947
54,526,393
5.1 %
4.4 %
41,007,236
4.0 % 39,933,396
3.9 % 47,674,061
3.9 %
—
3.9 % 44,096,725
46,270,426

39,857,370
62,229,577
64,478,495
—
55,240,252
—
42,478,088
34,436,688
—
44,096,725
47,829,821

11.3 %
7.2 %
9.4 %
7.3 %
4.8 %
3.6 %
3.5 %
4.2 %
—
3.9 %
4.1 %

—

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 27 to the consolidated financial statements) in the three
fiscal years ending March 31, 2022 or in the period from March 31, 2022 to the date hereof.

127

128

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 findings 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 2021, the General Court

upheld the European Commission’s finding regarding Ryanair’s arrangements with Klagenfurt airport. Ryanair appealed

this negative finding to the European Court of Justice in late 2021 and a ruling is currently expected in 2022. 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 currently 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 2022, 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).

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.

RYANAIR GROUP ANNUAL REPORT 2022

Item 7. Major Shareholders and Related Party Transactions

As of June 30, 2022, there were 1,135,183,528 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 53 holders, and represented in the

aggregate 43% 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, 2022, June 30, 2021 and June 30, 2020, the latest

practicable date prior to the Company’s publication of its statutory Annual Report in each of the relevant years.

HSBC Holdings PLC

Capital

Baillie Gifford

AKO Capital

Parvus Asset Management Europe

MFS

Fidelity

Société Générale SA (SG SA)

Michael O’Leary

Harris Associates

Egerton Capital

As of June 30, 2022

As of June 30, 2021

As of June 30, 2020

% of

No. of Shares Class No. of Shares Class No. of Shares Class

116,367,663

10.3 % 82,194,848

7.3 % 67,354,927

96,449,310

84,361,020

58,131,953

57,556,875

50,061,594

44,869,519

44,813,877

44,096,725

37,426,765

8.5 % 130,030,773

11.5 % 57,032,560

7.4 % 102,427,272

9.1 % 66,071,123

5.1 % 54,195,746

4.8 % 52,742,694

5.1 % 57,414,314

5.1 %

—

4.4 % 39,839,051

3.5 % 42,511,940

4.0 % 47,096,727

4.2 % 37,445,184

3.9 % 79,113,810

7.0 %

—

3.9 % 44,096,725

3.3 % 25,418,560

2.3 % 57,307,445

—

46,430,130

4.1 % 51,570,640

6.2 %

5.2 %

6.1 %

4.8 %

—

3.9 %

3.4 %

—

4.0 %

5.3 %

4.7 %

As of June 30, 2022, the beneficial holdings in Ordinary Shares of the Directors of Ryanair Holdings as a group

was 45,511,118 Ordinary Shares, representing 4.01% of Ryanair Holdings’ outstanding Ordinary Shares as of such date.

See also Note 19(d) to the consolidated financial statements included herein.

As of March 31, 2022, there were 1,134,528,528 Ordinary Shares outstanding. Based on information available to

Ryanair Holdings, the following table summarizes holdings of those shareholders holding 3% or more of the Ordinary

Shares as of March 31, 2022, March 31, 2021 and March 31, 2020.

Capital

HSBC Holdings PLC

Baillie Gifford

Société Générale SA

AKO Capital

MFS

Fidelity

Marshall Wace

Michael O’Leary

Egerton Capital

Parvus Asset Management Europe

As of March 31, 2022 As of March 31, 2021 As of March 31, 2020

% of

No. of Shares Class No. of Shares Class No. of Shares Class

117,345,252

10.3 % 127,825,495

11.3 %

39,857,370

3.5 %

103,285,582

9.1 % 81,175,344

7.2 %

62,229,577

88,863,106

7.8 % 105,753,192

9.4 %

64,478,495

5.7 %

5.9 %

72,365,694

6.4 % 82,686,947

7.3 %

—

57,494,324

49,760,850

5.1 %

4.4 %

54,526,393

41,007,236

4.8 %

3.6 %

55,240,252

4.5 %

—

44,973,351

4.0 % 39,933,396

3.5 %

42,478,088

44,399,286

3.9 % 47,674,061

4.2 %

34,436,688

3.9 %

3.1 %

44,356,764

3.9 %

—

44,096,725

3.9 % 44,096,725

3.9 %

44,096,725

4.0 %

—

46,270,426

4.1 %

47,829,821

4.4 %

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 27 to the consolidated financial statements) in the three

fiscal years ending March 31, 2022 or in the period from March 31, 2022 to the date hereof.

127

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 findings 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 2021, the General Court
upheld the European Commission’s finding regarding Ryanair’s arrangements with Klagenfurt airport. Ryanair appealed
this negative finding to the European Court of Justice in late 2021 and a ruling is currently expected in 2022. 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 currently 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 2022, 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).

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.

128

RYANAIR GROUP ANNUAL REPORT 2022

Legal Proceedings Against Internet Ticket Touts. The Company is involved in a number of legal proceedings
against internet ticket touts (“screenscraper websites”) in the Czech Republic, Germany, Ireland, France, Italy, Poland,
Switzerland, the U.K. and the U.S. 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 and closed
corporate portals. The Company has received favorable rulings in France, Germany, the Czech Republic, Ireland, Italy,
the Netherlands and the U.S., and unfavorable rulings in Germany, the Czech Republic, 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, 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. The motion was refused in March 2022 but the Company believes that the plaintiffs are likely to continue pursuing
their complaint.

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.

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.

There were no share repurchases in fiscal year 2022.

See “Item 9. The Offer and Listing—Trading Markets and Share Prices” below for further information regarding

share buybacks.

129

130

RYANAIR GROUP ANNUAL REPORT 2022

Legal Proceedings Against Internet Ticket Touts. The Company is involved in a number of legal proceedings

Share Buyback Program

against internet ticket touts (“screenscraper websites”) in the Czech Republic, Germany, Ireland, France, Italy, Poland,

Switzerland, the U.K. and the U.S. 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 and closed

corporate portals. The Company has received favorable rulings in France, Germany, the Czech Republic, Ireland, Italy,

the Netherlands and the U.S., and unfavorable rulings in Germany, the Czech Republic, 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, 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. The motion was refused in March 2022 but the Company believes that the plaintiffs are likely to continue pursuing

their complaint.

Dividend Policy

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.

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.

Since its incorporation as the holding company for Ryanair in 1996, Ryanair Holdings has only occasionally

There were no share repurchases in fiscal year 2022.

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

See “Item 9. The Offer and Listing—Trading Markets and Share Prices” below for further information regarding

this special dividend was paid on November 30, 2012. The Company indicated on May 19, 2014 that it planned to pay a

share buybacks.

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.

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RYANAIR GROUP ANNUAL REPORT 2022

SIGNIFICANT CHANGES

There have been no significant changes between March 31, 2022 and the date of publication of this report.

Plan 2013 was 21.96m, representing approximately 1.9% of the Company’s issued share capital at that date. As of June

As of June 30, 2022, the total number of options over Ordinary Shares outstanding under the Company’s Option

30, 2022, the total number of conditional share awards outstanding under the Company’s LTIP 2019 was 0.91m,

representing approximately 0.1% of the Company’s issued share capital at that date. 18.51m options outstanding and

all conditional shares referred to above had not yet vested at July 21, 2022.

Item 9. The Offer and Listing

TRADING MARKETS

Item 10. Additional Information

The primary market for Ryanair Holdings’ Ordinary Shares is Euronext Dublin. In December 2021, Ryanair
Holdings delisted from the London Stock Exchange as the volume of trading on the London Stock Exchange did not
justify the costs related to such listing. The Ordinary Shares were first listed for trading on the Official List of Euronext
Dublin in June 1997 and were first admitted to the Official List of the London Stock Exchange in July 1998.

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, 2022, a total of 1,134,528,528 Ordinary Shares were outstanding.

ADRs, each representing 5 Ordinary Shares, are traded on NASDAQ. The Bank of New York Mellon is Ryanair

On February 26, 2007, Ryanair effected a 2-for-1 share split as a result of which each of its then existing Ordinary

Holdings’ depositary for purposes of issuing ADRs evidencing the ADSs.

Ryanair Holdings’ shares trade under the following stock symbols:

Euronext Dublin
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 53, may not be fully indicative of the number of direct beneficial owners in the
United States, or of where the direct beneficial owners of such shares are resident.

In order to increase the percentage of its share capital held by EU nationals, beginning June 26, 2001, Ryanair
Holdings instructed the Depositary to suspend the issuance of new ADRs in exchange for the deposit of Ordinary Shares
until further notice. Therefore, holders of Ordinary Shares cannot currently convert their Ordinary Shares into ADRs. The
Depositary will however convert existing ADRs into Ordinary Shares at the request of the holders of such ADRs. The
Company in 2002 implemented additional measures to restrict the ability of non-EU nationals to purchase Ordinary
Shares. As a result, non-EU nationals are currently effectively barred from purchasing Ordinary Shares. See “Item 10.
Additional Information—Limitations on Share Ownership by Non-EU Nationals” for additional information.

The Company, at its 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,
2009-2018
2019
2020
2021
2022
Period through July 21, 2022
Total

No. of shares (m) Approx. cost (€m)
3,384.9
560.5
580.5
—
—
—
4,525.9

322.7
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.

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 subject to limitations described under Item 10. Additional Information”—Limitations on

Share Ownership by Non-EU Nationals”.

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

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 and were fully exercised at June 30, 2022. 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 and were fully

exercised at June 30, 2022. 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 and have since lapsed. During fiscal year 2019, 10m options were granted

131

132

RYANAIR GROUP ANNUAL REPORT 2022

There have been no significant changes between March 31, 2022 and the date of publication of this report.

SIGNIFICANT CHANGES

As of June 30, 2022, the total number of options over Ordinary Shares outstanding under the Company’s Option
Plan 2013 was 21.96m, representing approximately 1.9% of the Company’s issued share capital at that date. As of June
30, 2022, the total number of conditional share awards outstanding under the Company’s LTIP 2019 was 0.91m,
representing approximately 0.1% of the Company’s issued share capital at that date. 18.51m options outstanding and
all conditional shares referred to above had not yet vested at July 21, 2022.

Item 9. The Offer and Listing

TRADING MARKETS

Item 10. Additional Information

The primary market for Ryanair Holdings’ Ordinary Shares is Euronext Dublin. In December 2021, Ryanair

Holdings delisted from the London Stock Exchange as the volume of trading on the London Stock Exchange did not

DESCRIPTION OF CAPITAL STOCK

justify the costs related to such listing. The Ordinary Shares were first listed for trading on the Official List of Euronext

Ryanair Holdings’ capital stock consists of Ordinary Shares, each having a par value of 0.600 euro cent. As of

Dublin in June 1997 and were first admitted to the Official List of the London Stock Exchange in July 1998.

March 31, 2022, a total of 1,134,528,528 Ordinary Shares were outstanding.

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

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 53, may not be fully indicative of the number of direct beneficial owners in the

United States, or of where the direct beneficial owners of such shares are resident.

In order to increase the percentage of its share capital held by EU nationals, beginning June 26, 2001, Ryanair

Holdings instructed the Depositary to suspend the issuance of new ADRs in exchange for the deposit of Ordinary Shares

until further notice. Therefore, holders of Ordinary Shares cannot currently convert their Ordinary Shares into ADRs. The

Depositary will however convert existing ADRs into Ordinary Shares at the request of the holders of such ADRs. The

Company in 2002 implemented additional measures to restrict the ability of non-EU nationals to purchase Ordinary

Shares. As a result, non-EU nationals are currently effectively barred from purchasing Ordinary Shares. See “Item 10.

Additional Information—Limitations on Share Ownership by Non-EU Nationals” for additional information.

The Company, at its 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,

2009-2018

2019

2020

2021

2022

Total

Period through July 21, 2022

No. of shares (m) Approx. cost (€m)

322.7

37.8

47.2

—

3,384.9

560.5

580.5

—

407.7

4,525.9

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.

131

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 subject to limitations described under Item 10. Additional Information”—Limitations on
Share Ownership by Non-EU Nationals”.

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
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 and were fully exercised at June 30, 2022. 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 and were fully
exercised at June 30, 2022. 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 and have since lapsed. During fiscal year 2019, 10m options were granted

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RYANAIR GROUP ANNUAL REPORT 2022

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 July 21, 2022, none of these options had
vested.

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.

The aggregate of 21.96m Ordinary Shares that would be issuable upon exercise in full of the options that were
outstanding as of June 30, 2022 under Option Plan 2013 represent approximately 1.9% of the issued share capital of
Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 16.95m Ordinary Shares were held
by the Directors and Executive Officers of Ryanair Holdings. Only 3.45m of total options outstanding at June 30, 2022
had vested. For further information, see Notes 15 and 19 to the consolidated financial statements included herein.

In both April 2021 and 2022, as a management retention tool, Remco granted conditional shares (approximately
0.6m and 0.3m respectively 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 end of potential allocations). 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) ambitious cumulative Group traffic targets (50%
weighting) is achieved over the 3-year vesting period; (ii) Ryanair’s Total Shareholder Return (30% weighting)
outperforms a peer group including AirFrance/KLM, EasyJet, IAG, Southwest Airlines & Wizz over the 3-year vesting
period; (iii) ESG (20% weighting), if the Ryanair Group’s CDP environmental protection score improves from a “B“ rating
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 for a period of approximately 3 years from the date of grant.
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.

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

133

134

RYANAIR GROUP ANNUAL REPORT 2022

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 July 21, 2022, none of these options had

vested.

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.

The aggregate of 21.96m Ordinary Shares that would be issuable upon exercise in full of the options that were

outstanding as of June 30, 2022 under Option Plan 2013 represent approximately 1.9% of the issued share capital of

Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 16.95m Ordinary Shares were held

by the Directors and Executive Officers of Ryanair Holdings. Only 3.45m of total options outstanding at June 30, 2022

had vested. For further information, see Notes 15 and 19 to the consolidated financial statements included herein.

In both April 2021 and 2022, as a management retention tool, Remco granted conditional shares (approximately

0.6m and 0.3m respectively 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 end of potential allocations). 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) ambitious cumulative Group traffic targets (50%

weighting) is achieved over the 3-year vesting period; (ii) Ryanair’s Total Shareholder Return (30% weighting)

outperforms a peer group including AirFrance/KLM, EasyJet, IAG, Southwest Airlines & Wizz over the 3-year vesting

period; (iii) ESG (20% weighting), if the Ryanair Group’s CDP environmental protection score improves from a “B“ rating

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 for a period of approximately 3 years from the date of grant.

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.

133

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.

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

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RYANAIR GROUP ANNUAL REPORT 2022

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.

Other Provisions of the Articles of Association. There are no provisions in the Articles:

The 1992 Act and underlying EU regulations prohibit financial transfers with certain persons and entities listed

in the EU Financial Sanctions List and United Nations Security Council Consolidated List and include, but are not limited

to, certain persons and entities in Afghanistan, Burma (Myanmar), Belarus, Burundi, the Democratic Republic of Congo,

China, 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

harbour certain terrorist groups, including the Albanian branch of Al-Haramain, and Boko Haram in Nigeria, without

(i) delaying or prohibiting a change in the control of the Company, but which operate only with respect to a

the prior permission of the Central Bank of Ireland.

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 reflective
of price escalation over the originally scheduled delivery timeframe). The first Boeing 737-8200 aircraft was delivered to
Ryanair in June 2021 and the Group had 73 of these aircraft in its fleet at July 21, 2022.

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.

It is an offence under Irish law (pursuant to various statutory instruments) to transfer funds or make funds or
economic resources available, directly or indirectly to any person or entity in contravention of Irish, EU or United
Nations sanctions or to otherwise contravene Irish, EU or United Nations sanctions. Any transfer of, or payment in
respect of, securities (including shares or ADSs) involving a person or entity that is currently the subject of Irish, EU or
United Nations sanctions or any person or entity 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.

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.

See “Risk Factors—Risks Related to the Company” in relation to the risks associated with Irish exchange

controls or orders under the 1992 Act or United Nations sanctions implemented into Irish law.

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

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).

135

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RYANAIR GROUP ANNUAL REPORT 2022

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.

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 reflective

of price escalation over the originally scheduled delivery timeframe). The first Boeing 737-8200 aircraft was delivered to

Ryanair in June 2021 and the Group had 73 of these aircraft in its fleet at July 21, 2022.

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.

It is an offence under Irish law (pursuant to various statutory instruments) to transfer funds or make funds or

economic resources available, directly or indirectly to any person or entity in contravention of Irish, EU or United

Nations sanctions or to otherwise contravene Irish, EU or United Nations sanctions. Any transfer of, or payment in

respect of, securities (including shares or ADSs) involving a person or entity that is currently the subject of Irish, EU or

United Nations sanctions or any person or entity 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.

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.

135

The 1992 Act and underlying EU regulations prohibit financial transfers with certain persons and entities listed
in the EU Financial Sanctions List and United Nations Security Council Consolidated List and include, but are not limited
to, certain persons and entities in Afghanistan, Burma (Myanmar), Belarus, Burundi, the Democratic Republic of Congo,
China, 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
harbour 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.

See “Risk Factors—Risks Related to the Company” in relation to the risks associated with Irish exchange

controls or orders under the 1992 Act or United Nations sanctions implemented into Irish law.

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
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).

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RYANAIR GROUP ANNUAL REPORT 2022

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 and sell 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.

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 2021 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.

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).

While the vast majority of non-EU (including U.K.) investors in the Company comply with the prohibition on non-

EU nationals acquiring Ordinary Shares and invest instead through the ADRs listed on NASDAQ, the Company has

recorded a number of acquisitions of its Ordinary Shares by non-EU nationals since 1 January 2021 in respect of which

the relevant investors did not comply with the disposal requirements in the Restricted Share Notices issued to them by

the Company. On 8 September 2021, the Company announced that it had initiated a forced sale in accordance with the

Articles, that a broker had been appointed to conduct the sale(s) of such Ordinary Shares independently of, and

uninfluenced by, the Company over a period of weeks, and that the net proceeds of such sale(s) would be transmitted

to the relevant investors in due course. The Company also disclosed that it may initiate further restricted share disposals

137

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RYANAIR GROUP ANNUAL REPORT 2022

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 and sell 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.

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.

137

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 2021 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.

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).

While the vast majority of non-EU (including U.K.) investors in the Company comply with the prohibition on non-
EU nationals acquiring Ordinary Shares and invest instead through the ADRs listed on NASDAQ, the Company has
recorded a number of acquisitions of its Ordinary Shares by non-EU nationals since 1 January 2021 in respect of which
the relevant investors did not comply with the disposal requirements in the Restricted Share Notices issued to them by
the Company. On 8 September 2021, the Company announced that it had initiated a forced sale in accordance with the
Articles, that a broker had been appointed to conduct the sale(s) of such Ordinary Shares independently of, and
uninfluenced by, the Company over a period of weeks, and that the net proceeds of such sale(s) would be transmitted
to the relevant investors in due course. The Company also disclosed that it may initiate further restricted share disposals

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RYANAIR GROUP ANNUAL REPORT 2022

from time to time and may elect to do so without further announcement. Further restricted share disposals occurred in
2021 and 2022.

• 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

In December 2021, the Company delisted from the London Stock Exchange (“LSE”). Trading on the LSE as a
percentage of overall trading volume in Ryanair’s Ordinary Shares reduced materially during 2021 such that the volume
no longer justified the costs related to such listing and admission to trading. Moreover, delisting from the LSE
consolidated trading liquidity to one regulated market for the benefit of all shareholders. The migration away from the
LSE was also consistent with the extension of the prohibition on non-EU nationals acquiring Ryanair’s Ordinary Shares
to include U.K. nationals following Brexit.

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, 2022, EU nationals owned 100% of the Ryanair
Holdings’ Ordinary Shares with voting rights and approximately 41% 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 tax (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
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”);

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;

• 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

• 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

stock exchange; or

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 have yet to be published and are expected in due course. One of the main areas of concern

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RYANAIR GROUP ANNUAL REPORT 2022

2021 and 2022.

In December 2021, the Company delisted from the London Stock Exchange (“LSE”). Trading on the LSE as a

percentage of overall trading volume in Ryanair’s Ordinary Shares reduced materially during 2021 such that the volume

no longer justified the costs related to such listing and admission to trading. Moreover, delisting from the LSE

consolidated trading liquidity to one regulated market for the benefit of all shareholders. The migration away from the

LSE was also consistent with the extension of the prohibition on non-EU nationals acquiring Ryanair’s Ordinary Shares

to include U.K. nationals following Brexit.

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

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, 2022, EU nationals owned 100% of the Ryanair

Holdings’ Ordinary Shares with voting rights and approximately 41% 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 tax (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

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”);

139

from time to time and may elect to do so without further announcement. Further restricted share disposals occurred in

• 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 Company has Applied a Ban on the Purchase of Ordinary Shares by Non-EU Nationals since 2002” above.

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;

• 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 have yet to be published and are expected in due course. One of the main areas of concern

140

RYANAIR GROUP ANNUAL REPORT 2022

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. On May 19, 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. Irish Revenue have
not made any further statements on the issue.

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
corporation tax surcharge (currently 20%) on undistributed investment income.

Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on the gross
dividend at their marginal tax rate but are entitled to a credit for the tax withheld by the Company paying the dividend.
The dividend will also be subject to the universal social charge. An individual stockholder who is not liable or not fully
liable for income tax by reason of exemption or otherwise may be entitled to receive an appropriate refund of tax
withheld. A charge to Irish social security taxes can also arise for such individuals on the amount of any dividend
received from the Company.

Except in certain circumstances, a person who is neither resident nor ordinarily resident in Ireland and is entitled
to receive dividends without deductions is not liable for Irish tax on the dividends. Where a person who is neither resident
nor ordinarily resident in Ireland is subject to withholding tax on the dividend received due to not benefiting from any
exemption from such withholding, the amount of that withholding will generally satisfy such person’s liability for Irish
tax, 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 U.K. & Ireland

Limited) wherever executed and whether on sale, in contemplation of a sale or by way of a gift, will be subject to duty at

the rate of 1% of the consideration given or, in the case of a gift or if the purchase price is inadequate or unascertainable,

on the market value of the Ordinary Shares. Transfers of Ordinary Shares that are not liable for duty at the rate of 1%

(e.g., transfers under which there is no change in beneficial ownership) may be subject to a fixed duty of €12.50.

The Irish Revenue treats a conversion of Ordinary Shares to 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

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.

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RYANAIR GROUP ANNUAL REPORT 2022

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. On May 19, 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. Irish Revenue have

subsequent transfer of ADRs. A transfer of Ordinary Shares (including transfers effected through Euroclear U.K. & Ireland
Limited) wherever executed and whether on sale, in contemplation of a sale or by way of a gift, will be subject to duty at
the rate of 1% of the consideration given or, in the case of a gift or if the purchase price is inadequate or unascertainable,
on the market value of the Ordinary Shares. Transfers of Ordinary Shares that are not liable for duty at the rate of 1%
(e.g., transfers under which there is no change in beneficial ownership) may be subject to a fixed duty of €12.50.

not made any further statements on the issue.

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

corporation tax surcharge (currently 20%) on undistributed investment income.

Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on the gross

dividend at their marginal tax rate but are entitled to a credit for the tax withheld by the Company paying the dividend.

The dividend will also be subject to the universal social charge. An individual stockholder who is not liable or not fully

liable for income tax by reason of exemption or otherwise may be entitled to receive an appropriate refund of tax

withheld. A charge to Irish social security taxes can also arise for such individuals on the amount of any dividend

received from the Company.

Except in certain circumstances, a person who is neither resident nor ordinarily resident in Ireland and is entitled

to receive dividends without deductions is not liable for Irish tax on the dividends. Where a person who is neither resident

nor ordinarily resident in Ireland is subject to withholding tax on the dividend received due to not benefiting from any

exemption from such withholding, the amount of that withholding will generally satisfy such person’s liability for Irish

tax, 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

141

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
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.

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RYANAIR GROUP ANNUAL REPORT 2022

For U.S. federal income tax purposes, holders of the ADRs generally will be treated as the beneficial owners of

Taxation of Capital Gains

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
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). As a result of recent changes to the U.S. foreign tax credit rules, however, for
taxable years beginning after December 28, 2021, Irish dividend withholding taxes generally will need to satisfy certain
additional requirements in order for a credit to be allowed.

In the case of a U.S. Holder that is eligible for, and properly elects, the benefits of the U.S.-Ireland Income Tax
Treaty, the Irish tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In
the case of all other U.S. Holders, the application of these requirements to the Irish dividend withholding tax is uncertain
and, accordingly, no assurance can be given that any Irish withholding tax will be creditable. If the Irish dividend
withholding tax is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for
any foreign income taxes, the U.S. Holder may be able to deduct the Irish tax in computing such U.S. Holder’s taxable
income for U.S. federal income tax purposes. Given the added complexity of the U.S. foreign tax credit rules, 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.

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.

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.

website.

0330.

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

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-

143

144

RYANAIR GROUP ANNUAL REPORT 2022

For U.S. federal income tax purposes, holders of the ADRs generally will be treated as the beneficial owners of

Taxation of Capital Gains

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

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.

generally should not be required to recognize any foreign currency gain or loss to the extent such dividends paid in euro

Deposits and withdrawals of Ordinary Shares by U.S. Holders in exchange for ADRs should not result in the

are converted into U.S. dollars immediately upon receipt.

realization of gain or loss for U.S. federal income tax purposes.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received

Foreign Financial Asset Reporting

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

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). As a result of recent changes to the U.S. foreign tax credit rules, however, for

taxable years beginning after December 28, 2021, Irish dividend withholding taxes generally will need to satisfy certain

additional requirements in order for a credit to be allowed.

In the case of a U.S. Holder that is eligible for, and properly elects, the benefits of the U.S.-Ireland Income Tax

Treaty, the Irish tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In

the case of all other U.S. Holders, the application of these requirements to the Irish dividend withholding tax is uncertain

and, accordingly, no assurance can be given that any Irish withholding tax will be creditable. If the Irish dividend

withholding tax is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for

any foreign income taxes, the U.S. Holder may be able to deduct the Irish tax in computing such U.S. Holder’s taxable

income for U.S. federal income tax purposes. Given the added complexity of the U.S. foreign tax credit rules, 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.

143

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.

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.

144

RYANAIR GROUP ANNUAL REPORT 2022

Item 11. Quantitative and Qualitative Disclosures About Market Risk

GENERAL

Ryanair is exposed to market risks relating to fluctuations in commodity prices, carbon pricing, 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, commodity forwards and options. 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 and call options for
the purchase of some of the jet fuel (jet kerosene) that it expects to use. It also uses foreign currency forward contracts
intended to reduce its exposure to risks related to foreign currencies, principally the U.S. dollar. Furthermore, it enters
into interest rate contracts with the objective of fixing certain borrowing costs and hedging principal repayments,
particularly those associated with the purchase of new Boeing 737s. Ryanair is also exposed to the risk that the
counterparties to its derivative financial instruments may not be creditworthy. If a counterparty was to default on its
obligations under any of the instruments described below, Ryanair’s economic expectations when entering into these
arrangements might not be achieved and its financial condition could be adversely affected. Transactions involving
derivative financial instruments are also relatively illiquid as compared with those involving other kinds of financial
instruments. It is Ryanair’s policy not to enter into transactions involving financial derivatives for speculative purposes.

The following paragraphs describe Ryanair’s fuel hedging, carbon 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, carbon prices, interest rates and exchange rates as if these changes had
occurred at March 31, 2022. 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.

Company had entered into forward jet fuel forward hedging and fuel call option contracts covering approximately 80%

of its estimated requirements for the fiscal year 2023 and approximately 20% of its estimated requirements for the fiscal

year 2024 at prices equivalent to approximately US$660 and approximately US$910 per metric ton respectively. The

Company has designated the fuel forward contracts as hedging instruments in a hedge relationship. 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 gains or losses on outstanding forward and option agreements at March

31, 2022 and 2021, based on their fair values, amounted to a €1,044m gain and €20m loss (gross of tax), respectively.

Based on Ryanair’s fuel consumption for fiscal year 2022, a change of US$1.00 in the average annual price per metric

ton of jet fuel (before the impact of derivatives) would have caused a change of approximately €2.5m 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 2022, the Company recorded a positive fair-value adjustment of

€816m (net of tax), and in fiscal year 2021, the Company recorded a positive fair-value adjustment of €589m (net of tax)

within accumulated other comprehensive income in respect of jet fuel forward contracts.

Jet fuel call options are not designated in hedging relationships and are measured at fair value through profit or

loss.

CARBON EXPOSURE AND HEDGING

Ryanair engages in carbon hedging transactions in relation to obligations arising under the EU and U.K. Emission

Trading Schemes. This hedging is achieved via forward contracts. As of June 30, 2022, the Company had entered into

forward carbon hedging contracts covering approximately 91% of its estimated requirements for the fiscal year 2023 at

prices equivalent to approximately €54 per allowance. The Company has designated the carbon forward contracts as

hedging instruments in a hedge relationship. The Company believes these hedges to be effective for hedge accounting

FUEL PRICE EXPOSURE AND HEDGING

purposes.

Fuel costs constitute a substantial portion of Ryanair’s operating expenses (approximately 33% and 22% of such
expenses in fiscal years 2022 and 2021, respectively). Ryanair engages in fuel price hedging transactions from time to
time. Fuel hedging is achieved via fuel forward contracts and fuel call options. In a fuel forward transaction 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. In a fuel call option transaction, a counterparty provides Ryanair with the right, but not
the obligation, to purchase a fixed price for a given quantity of jet fuel in exchange for the market price at a given date
in the future.

While these hedging strategies can cushion the impact on Ryanair of carbon 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

carbon market prices. The unrealized gain on outstanding carbon forward agreements at March 31, 2022, based on their

fair values, amounted to a €35m gain. There were no outstanding carbon forward agreements as at March 31, 2021.

Based on Ryanair’s ETS exposure for fiscal year 2022, a change of €1.00 in the average ETS allowance price per CO2

ton (before the impact of derivatives) would have caused a change of approximately €1.8m in Ryanair’s carbon costs.

In fiscal year 2022, the Group recognized a cost associated with the purchase of carbon credits in the income statement

within ‘Fuel and oil’ of approximately €51m (2021: nil).

Ryanair has historically entered into arrangements providing for substantial protection against fluctuations in
fuel prices, generally through forward contracts covering periods of up to 18 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 2022 Compared with fiscal year 2021—Fuel and Oil.” For the fiscal year 2022, Ryanair had entered
into jet fuel forward and fuel call options covering 72% of fuel requirements (2021: n.a.). As of June 30, 2022, the

145

146

RYANAIR GROUP ANNUAL REPORT 2022

Item 11. Quantitative and Qualitative Disclosures About Market Risk

GENERAL

Ryanair is exposed to market risks relating to fluctuations in commodity prices, carbon pricing, 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, commodity forwards and options. 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 and call options 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

Company had entered into forward jet fuel forward hedging and fuel call option contracts covering approximately 80%
of its estimated requirements for the fiscal year 2023 and approximately 20% of its estimated requirements for the fiscal
year 2024 at prices equivalent to approximately US$660 and approximately US$910 per metric ton respectively. The
Company has designated the fuel forward contracts as hedging instruments in a hedge relationship. 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 gains or losses on outstanding forward and option agreements at March
31, 2022 and 2021, based on their fair values, amounted to a €1,044m gain and €20m loss (gross of tax), respectively.
Based on Ryanair’s fuel consumption for fiscal year 2022, a change of US$1.00 in the average annual price per metric
ton of jet fuel (before the impact of derivatives) would have caused a change of approximately €2.5m 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 2022, the Company recorded a positive fair-value adjustment of
€816m (net of tax), and in fiscal year 2021, the Company recorded a positive fair-value adjustment of €589m (net of tax)
within accumulated other comprehensive income in respect of jet fuel forward contracts.

arrangements might not be achieved and its financial condition could be adversely affected. Transactions involving

Jet fuel call options are not designated in hedging relationships and are measured at fair value through profit or

derivative financial instruments are also relatively illiquid as compared with those involving other kinds of financial

loss.

instruments. It is Ryanair’s policy not to enter into transactions involving financial derivatives for speculative purposes.

The following paragraphs describe Ryanair’s fuel hedging, carbon 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, carbon prices, interest rates and exchange rates as if these changes had

occurred at March 31, 2022. 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

CARBON EXPOSURE AND HEDGING

Ryanair engages in carbon hedging transactions in relation to obligations arising under the EU and U.K. Emission
Trading Schemes. This hedging is achieved via forward contracts. As of June 30, 2022, the Company had entered into
forward carbon hedging contracts covering approximately 91% of its estimated requirements for the fiscal year 2023 at
prices equivalent to approximately €54 per allowance. The Company has designated the carbon forward contracts as
hedging instruments in a hedge relationship. The Company believes these hedges to be effective for hedge accounting
purposes.

Fuel costs constitute a substantial portion of Ryanair’s operating expenses (approximately 33% and 22% of such

expenses in fiscal years 2022 and 2021, respectively). Ryanair engages in fuel price hedging transactions from time to

time. Fuel hedging is achieved via fuel forward contracts and fuel call options. In a fuel forward transaction 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. In a fuel call option transaction, a counterparty provides Ryanair with the right, but not

the obligation, to purchase a fixed price for a given quantity of jet fuel in exchange for the market price at a given date

in the future.

While these hedging strategies can cushion the impact on Ryanair of carbon 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
carbon market prices. The unrealized gain on outstanding carbon forward agreements at March 31, 2022, based on their
fair values, amounted to a €35m gain. There were no outstanding carbon forward agreements as at March 31, 2021.
Based on Ryanair’s ETS exposure for fiscal year 2022, a change of €1.00 in the average ETS allowance price per CO2
ton (before the impact of derivatives) would have caused a change of approximately €1.8m in Ryanair’s carbon costs.

In fiscal year 2022, the Group recognized a cost associated with the purchase of carbon credits in the income statement
within ‘Fuel and oil’ of approximately €51m (2021: nil).

Ryanair has historically entered into arrangements providing for substantial protection against fluctuations in

fuel prices, generally through forward contracts covering periods of up to 18 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 2022 Compared with fiscal year 2021—Fuel and Oil.” For the fiscal year 2022, Ryanair had entered

into jet fuel forward and fuel call options covering 72% of fuel requirements (2021: n.a.). As of June 30, 2022, the

145

146

RYANAIR GROUP ANNUAL REPORT 2022

FOREIGN CURRENCY EXPOSURE AND HEDGING

Boeing contracts, which arise from fluctuations in the euro/U.S. dollar exchange rates. At March 31, 2022, the total

unrealized gain relating to these contracts amounted to €322m, compared to €178m unrealized gain at March 31, 2021.

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 73% and 17%, respectively, of Ryanair’s
total revenues in fiscal year 2022 (2021: 67% and 27% 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 cashflows in U.K.
pound sterling. Ryanair may choose to sell surplus U.K. pound sterling cash flows for euro after satisfying its U.K. pound
sterling obligations.

Hedging associated with the income statement. In fiscal years 2022 and 2021, 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, 2022, the total unrealized gain relating to these contracts amounted to approximately €113m, compared to a
€22m total unrealized loss at March 31, 2021.

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 2022, the Company
recorded a €nil fair-value adjustment within the income statement in respect of these contracts, as compared to a
negative fair-value adjustment of €521m (net of tax) in fiscal year 2021.

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, 2022, 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 €5m (gross of tax) compared to a gain of €3m (gross of
tax) in fiscal year 2021. In fiscal year 2022, 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 2021, within accumulated other
comprehensive income in respect of these contracts.

Hedging associated with capital expenditures. During fiscal years 2022 and 2021, 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

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.

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, 2022 would have a positive impact of

approximately €26m on the income statement (net of tax) (2021: €40m; 2020: €246m) if the rate fell by 10%, and a

negative impact of approximately €2m on the income statement (net of tax) (2021: €33m; 2020: €235m approximately)

if the rate increased by 10%. The same movement of 10% in foreign currency exchange rates would have a positive

approximately €695m impact (net of tax) on equity if the rate fell by 10% and a negative €588m impact (net of tax) if the

rate increased by 10% (2021: €304m positive or €372m negative; 2020: €649m positive or €531m negative).

INTEREST RATE EXPOSURE AND HEDGING

The Company’s purchase of 50 of the 471 Boeing 737 aircraft in the fleet as of March 31, 2022 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 €4,536m with a weighted average interest rate of 1.36% at March

31, 2022. 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, 2022. At March 31,

2022, the fair value of the interest rate swap agreements relating to this debt was represented by a gain of approximately

€5m (gross of tax), as compared with a gain of approximately €3m at March 31, 2021. See Note 12 to the consolidated

financial statements included in Item 18 for additional information.

During the year ended March 31, 2022, the Group issued promissory notes to the value of approximately €226m

with maturity dates of October 2022. The notes were issued in settlement of certain aircraft trade payables and are non-

interest bearing.

Interest rate risk. Based on the levels of and composition of year-end interest bearing assets and liabilities,

including derivatives, at March 31, 2022, a plus one percentage point movement in interest rates would result in a

respective decrease of approximately €19m (net of tax) in net interest income and expense (2021: increase €6m, 2020:

increase €38m) and a minus one percentage point movement in interest rates would result in a respective increase of

approximately €33m in net interest income and expense in the income statement (2021: increase €48m; 2020: decrease

€38m) and a nil increase or decrease in equity (2021: nil; 2020: 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.

147

148

RYANAIR GROUP ANNUAL REPORT 2022

FOREIGN CURRENCY EXPOSURE AND HEDGING

Boeing contracts, which arise from fluctuations in the euro/U.S. dollar exchange rates. At March 31, 2022, the total
unrealized gain relating to these contracts amounted to €322m, compared to €178m unrealized gain at March 31, 2021.

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 73% and 17%, respectively, of Ryanair’s

total revenues in fiscal year 2022 (2021: 67% and 27% 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 cashflows in U.K.

pound sterling. Ryanair may choose to sell surplus U.K. pound sterling cash flows for euro after satisfying its U.K. pound

sterling obligations.

Hedging associated with the income statement. In fiscal years 2022 and 2021, 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, 2022, the total unrealized gain relating to these contracts amounted to approximately €113m, compared to a

€22m total unrealized loss at March 31, 2021.

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 2022, the Company

recorded a €nil fair-value adjustment within the income statement in respect of these contracts, as compared to a

negative fair-value adjustment of €521m (net of tax) in fiscal year 2021.

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, 2022, 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 €5m (gross of tax) compared to a gain of €3m (gross of

tax) in fiscal year 2021. In fiscal year 2022, 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 2021, within accumulated other

comprehensive income in respect of these contracts.

Hedging associated with capital expenditures. During fiscal years 2022 and 2021, 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

147

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.

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, 2022 would have a positive impact of
approximately €26m on the income statement (net of tax) (2021: €40m; 2020: €246m) if the rate fell by 10%, and a
negative impact of approximately €2m on the income statement (net of tax) (2021: €33m; 2020: €235m approximately)
if the rate increased by 10%. The same movement of 10% in foreign currency exchange rates would have a positive
approximately €695m impact (net of tax) on equity if the rate fell by 10% and a negative €588m impact (net of tax) if the
rate increased by 10% (2021: €304m positive or €372m negative; 2020: €649m positive or €531m negative).

INTEREST RATE EXPOSURE AND HEDGING

The Company’s purchase of 50 of the 471 Boeing 737 aircraft in the fleet as of March 31, 2022 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 €4,536m with a weighted average interest rate of 1.36% at March
31, 2022. 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, 2022. At March 31,
2022, the fair value of the interest rate swap agreements relating to this debt was represented by a gain of approximately
€5m (gross of tax), as compared with a gain of approximately €3m at March 31, 2021. See Note 12 to the consolidated
financial statements included in Item 18 for additional information.

During the year ended March 31, 2022, the Group issued promissory notes to the value of approximately €226m
with maturity dates of October 2022. The notes were issued in settlement of certain aircraft trade payables and are non-
interest bearing.

Interest rate risk. Based on the levels of and composition of year-end interest bearing assets and liabilities,
including derivatives, at March 31, 2022, a plus one percentage point movement in interest rates would result in a
respective decrease of approximately €19m (net of tax) in net interest income and expense (2021: increase €6m, 2020:
increase €38m) and a minus one percentage point movement in interest rates would result in a respective increase of
approximately €33m in net interest income and expense in the income statement (2021: increase €48m; 2020: decrease
€38m) and a nil increase or decrease in equity (2021: nil; 2020: 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.

148

RYANAIR GROUP ANNUAL REPORT 2022

For:

Persons depositing or withdrawing ADSs must pay:
$5.00 (or less) per 100 ADSs (or portion of 100
ADSs).

Issuance of ADSs, including issuances resulting from a distribution of
common shares or rights or other property.

Item 15. Controls and Procedures

Item 12. Description of Securities Other than Equity Securities

PART II

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 ADSs can be
charged for or which can 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.

Item 13. Defaults, Dividend Arrearages and Delinquencies

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

The Company has carried out an evaluation, as of March 31, 2022, 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, 2022, 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

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, 2022, based on the criteria established in the 2013 Framework in “Internal Control — Integrated

Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on

the evaluation, management has concluded that the Company maintained effective internal control over financial

reporting as of March 31, 2022.

Cancellation of ADSs for the purpose of withdrawal, including if the

deposit agreement terminates.

DISCLOSURE CONTROLS AND PROCEDURES

$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.

over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and

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, 2021 to June 30, 2022 the Depositary collected annual depositary services fees equal to

approximately US$1.7m from holders of ADSs, net of fees paid to the Depositary by the Company.

149

150

RYANAIR GROUP ANNUAL REPORT 2022

Item 12. Description of Securities Other than Equity Securities

PART II

Holders of ADSs are required to pay certain fees and expenses. The table below sets forth the fees and expenses

Item 13. Defaults, Dividend Arrearages and Delinquencies

which, under the deposit agreement between the Company and The Bank of New York Mellon, holders of ADSs can be

charged for or which can be deducted from dividends or other distributions on the deposited shares. The Company and

None.

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.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Persons depositing or withdrawing ADSs must pay:

For:

None.

$5.00 (or less) per 100 ADSs (or portion of 100

Issuance of ADSs, including issuances resulting from a distribution of

ADSs).

common shares or rights or other property.

Item 15. Controls and Procedures

Cancellation of ADSs for the purpose of withdrawal, including if the

deposit agreement terminates.

DISCLOSURE CONTROLS AND PROCEDURES

$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

Distribution of securities distributed by the issuer to the holders of

payable if securities distributed to the holder of

common securities, which are distributed by the depositary to ADS

ADSs had been shares and the shares had

holders.

been deposited for issuance of ADSs.

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

As necessary.

depositary or the custodian have to pay on any

ADSs or common shares underlying ADSs (for

example, stock transfer taxes, stamp duty or

withholding taxes).

Any charges incurred by the depositary or its

As necessary.

agents for servicing the deposited securities.

Reimbursement of Fees

149

From April 1, 2021 to June 30, 2022 the Depositary collected annual depositary services fees equal to

approximately US$1.7m from holders of ADSs, net of fees paid to the Depositary by the Company.

The Company has carried out an evaluation, as of March 31, 2022, 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, 2022, 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, 2022, based on the criteria established in the 2013 Framework in “Internal Control — Integrated
Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on
the evaluation, management has concluded that the Company maintained effective internal control over financial
reporting as of March 31, 2022.

150

RYANAIR GROUP ANNUAL REPORT 2022

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Tax fees include fees for all services, except those services specifically related to the audit of financial

There has been no change in the Company’s internal control over financial reporting during fiscal year 2022 that
has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

All Other Fees

statements, performed by the independent auditor’s tax personnel, work performed in support of other tax-related

regulatory requirements and tax compliance reporting.

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

The Company’s Board of Directors has determined that both Dick Milliken and Geoff Doherty qualify as “Audit
Committee financial experts” within the meaning of this Item 16A. Mr. Milliken and Mr. Doherty are “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.

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, 2021 to July 21, 2022 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 16C. Principal Accountant Fees and Services

Item 16F. Change in Registrant’s Certified Accountant

Our independent registered public accounting firm is KPMG, Dublin, Ireland, Auditor Firm ID: 1116.

In August 2021, the Audit Committee completed a competitive process to review the appointment of the

Audit and Non-Audit Fees

The following table sets forth the fees billed or billable to the Company by its independent auditors, KPMG,

LLP (“PwC”), to serve as our new independent registered public accounting firm as of the second quarter of 2022 for the

during the fiscal years ended March 31, 2022, 2021 and 2020:

fiscal year ending March 31, 2023, and future fiscal years. KPMG did not participate in the tender due to the EU

Audit fees
Audit related fees
Tax fees
Total fees

Year ended March 31,
2021
€M

2020
€M

2022
€M

0.6
0.1
0.0
0.7

0.6
0.1
0.1
0.8

0.7
0.0
0.2
0.9

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”.

151

152

Company’s independent registered public accounting firm for the year ending March 31, 2023. After a careful

consideration and evaluation process, on November 15, 2021, the Audit Committee recommended to the Board the

change of KPMG as independent registered public accounting firm and the engagement of PricewaterhouseCoopers

Regulatory Framework on statutory audits.

The appointment of PwC as our new registered public accounting firm will become effective subject to approval

by the Company's annual general meeting of shareholders in September 2022. KPMG continued to serve as our

independent registered public accounting firm until the filing of this annual report on Form 20-F.

During the two most recent fiscal years of the Company and any subsequent interim period: (i) KPMG has not

issued any reports on the financial statements of the Company or on the effectiveness of internal control over financial

reporting that contained an adverse opinion or a disclaimer of opinion, nor were the reports of KPMG qualified or

modified as to uncertainty, audit scope, or accounting principles; (ii) there has not been any disagreement over any

matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which

disagreements, if not resolved to KPMG’s satisfaction, would have caused it to make reference to the subject matter of

the disagreements in their report, or any “reportable event” as that term is defined in Item 16F(a)(1)(v) of Form 20-F.

During the two most recent fiscal years of the Company and any subsequent interim periods, neither the

Company nor anyone on our behalf consulted with PwC, the successor accountant, regarding any of the matters or

events as defined in Item 16F(a)(2) of Form 20-F.

RYANAIR GROUP ANNUAL REPORT 2022

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no change in the Company’s internal control over financial reporting during fiscal year 2022 that

has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

purposes of the listing rules of NASDAQ.

Item 16B. Code of Ethics

The Company’s Board of Directors has determined that both Dick Milliken and Geoff Doherty qualify as “Audit

Committee financial experts” within the meaning of this Item 16A. Mr. Milliken and Mr. Doherty are “independent” for

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.

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

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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

From April 1, 2021 to July 21, 2022 the Company did not buy any ordinary shares.

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.

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 16C. Principal Accountant Fees and Services

Item 16F. Change in Registrant’s Certified Accountant

Our independent registered public accounting firm is KPMG, Dublin, Ireland, Auditor Firm ID: 1116.

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, 2022, 2021 and 2020:

Audit fees

Audit related fees

Tax fees

Total fees

Year ended March 31,

2022

€M

2021

€M

2020

€M

0.6

0.1

0.0

0.7

0.6

0.1

0.8

0.7

0.0

0.2

0.9

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”.

151

In August 2021, the Audit Committee completed a competitive process to review the appointment of the
Company’s independent registered public accounting firm for the year ending March 31, 2023. After a careful
consideration and evaluation process, on November 15, 2021, the Audit Committee recommended to the Board the
change of KPMG as independent registered public accounting firm and the engagement of PricewaterhouseCoopers
LLP (“PwC”), to serve as our new independent registered public accounting firm as of the second quarter of 2022 for the
fiscal year ending March 31, 2023, and future fiscal years. KPMG did not participate in the tender due to the EU
Regulatory Framework on statutory audits.

The appointment of PwC as our new registered public accounting firm will become effective subject to approval
by the Company's annual general meeting of shareholders in September 2022. KPMG continued to serve as our
independent registered public accounting firm until the filing of this annual report on Form 20-F.

During the two most recent fiscal years of the Company and any subsequent interim period: (i) KPMG has not
issued any reports on the financial statements of the Company or on the effectiveness of internal control over financial
reporting that contained an adverse opinion or a disclaimer of opinion, nor were the reports of KPMG qualified or
modified as to uncertainty, audit scope, or accounting principles; (ii) there has not been any disagreement over any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to KPMG’s satisfaction, would have caused it to make reference to the subject matter of
the disagreements in their report, or any “reportable event” as that term is defined in Item 16F(a)(1)(v) of Form 20-F.

During the two most recent fiscal years of the Company and any subsequent interim periods, neither the
Company nor anyone on our behalf consulted with PwC, the successor accountant, regarding any of the matters or
events as defined in Item 16F(a)(2) of Form 20-F.

152

RYANAIR GROUP ANNUAL REPORT 2022

The Company has provided KPMG with a copy of the foregoing disclosure and has requested and received
from KPMG a letter addressed to the SEC stating whether they agree with the above statements. A copy of KPMG’s
letter, dated July 21, 2022, is filed herewith as Exhibit 15.1.

RYANAIR HOLDINGS PLC

INDEX TO FINANCIAL STATEMENTS

Item 18. Financial Statements

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.

Consolidated Balance Sheet of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2022,

March 31, 2021 and March 31, 2020

Item 16H. Mine Safety Disclosure

Not applicable.

Item 17. Financial Statements

Not applicable.

PART III

Consolidated Income Statement of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2022,

March 31, 2021 and March 31, 2020

Consolidated Statement of Comprehensive Income of Ryanair Holdings plc and Subsidiaries for the Years

ended March 31, 2022, March 31, 2021 and March 31, 2020

Consolidated Statement of Changes in Shareholders’ Equity of Ryanair Holdings plc and Subsidiaries for the

Years ended March 31, 2022, March 31, 2021 and March 31, 2020

Consolidated Statement of Cash Flows of Ryanair Holdings plc and Subsidiaries for the Years ended March 31,

2022, March 31, 2021 and March 31, 2020

Notes

Page

155

156

157

158

159

160

153

154

RYANAIR GROUP ANNUAL REPORT 2022

The Company has provided KPMG with a copy of the foregoing disclosure and has requested and received

from KPMG a letter addressed to the SEC stating whether they agree with the above statements. A copy of KPMG’s

letter, dated July 21, 2022, is filed herewith as Exhibit 15.1.

RYANAIR HOLDINGS PLC
INDEX TO FINANCIAL STATEMENTS

Item 18. Financial Statements

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

Consolidated Balance Sheet of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2022,
March 31, 2021 and March 31, 2020

differ from those followed by domestic companies listed on NASDAQ.

Consolidated Income Statement of Ryanair Holdings plc and Subsidiaries for the Years ended March 31, 2022,
March 31, 2021 and March 31, 2020

Consolidated Statement of Comprehensive Income of Ryanair Holdings plc and Subsidiaries for the Years
ended March 31, 2022, March 31, 2021 and March 31, 2020

Consolidated Statement of Changes in Shareholders’ Equity of Ryanair Holdings plc and Subsidiaries for the
Years ended March 31, 2022, March 31, 2021 and March 31, 2020

Consolidated Statement of Cash Flows of Ryanair Holdings plc and Subsidiaries for the Years ended March 31,
2022, March 31, 2021 and March 31, 2020

Notes

Item 16G. Corporate Governance

Item 16H. Mine Safety Disclosure

Not applicable.

Item 17. Financial Statements

Not applicable.

Page

155

156

157

158

159

160

154

PART III

153

RYANAIR GROUP ANNUAL REPORT 2022

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

Consolidated Income Statement

Note

2
3
4
12
6
13

5
6
13
7
8 & 12
12
9 & 12
12
12

14
10
11
3
12
13
12

14
10
12
13
3
12

15
15

2022
€M

9,095.1
133.7
146.4
185.1
72.1
42.3
9,674.7

4.3
401.1
—
—
43.5
1,400.4
22.7
934.1
2,669.0
5,475.1
15,149.8

9.2
1,029.0
2,992.8
56.9
1,224.5
47.7
38.6
5,398.7

94.1
49.2
—
266.5
81.4
3,714.6
4,205.8

At March 31,
2021
€M

2020
€M

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

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

6.8
1,328.2
3.5
2,880.9
1,325.9
5,545.3
15,149.8

6.7
1,161.6
3.5
3,232.3
242.5
4,646.6
12,328.0

6.5
738.5
3.5
4,245.0
(79.0)
4,914.5
14,747.2

Year ended March 31,

Note

2022

€M

2021

€M

2020

€M

2,652.5

2,148.4

4,800.9

1,036.0

599.8

1,635.8

5,566.2

2,928.6

8,494.8

2 & 3

(1,699.4)

(813.4)

(719.4)

(690.1)

(551.2)

(411.3)

(255.7)

—

(542.6)

(287.2)

(571.0)

(472.2)

(187.3)

(201.5)

(206.7)

(6.7)

(2,762.2)

(1,140.2)

(748.7)

(1,106.9)

(736.0)

(578.8)

(256.4)

(38.2)

(5,140.5)

(2,475.2)

(7,367.4)

(339.6)

(839.4)

1,127.4

(91.4)

(297.1)

(480.1)

—

1.2

(90.2)

(429.8)

189.0

(240.8)

(0.2130)

1,130.5

16.0

11.8

(269.3)

(1,108.7)

93.6

(1,015.1)

(0.9142)

1,110.4

21.4

1.6

(457.1)

670.3

(21.6)

648.7

0.5824

0.5793

1,113.8

1,119.8

Operating revenues

Scheduled revenues

Ancillary revenues

Total operating revenues

Operating expenses

Fuel and oil

Airport and handling charges

Depreciation

Staff costs

Route charges

Marketing, distribution and other

Maintenance, materials and repairs

Aircraft rentals

Total operating expenses

Operating (loss)/profit

Other income/(expense)

Finance expense

Finance income

Foreign exchange gain

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)

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy

Chairman

July 21, 2022

Michael O’Leary

Group CEO

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy
Chairman
July 21, 2022

Michael O’Leary
Group CEO

155

156

RYANAIR GROUP ANNUAL REPORT 2022

2022
€M

2020
€M

Year ended March 31,
2021
€M

Consolidated Balance Sheet

Consolidated Income Statement

Note

At March 31,

Note

2022

€M

2021

€M

2020

€M

9,095.1

8,361.1

9,438.0

8 & 12

43.5

1,400.4

9 & 12

22.7

934.1

2,669.0

5,475.1

9,674.7

8,869.7

10,253.3

133.7

146.4

185.1

72.1

42.3

4.3

401.1

—

188.2

146.4

111.3

48.7

14.0

3.6

179.8

—

18.6

106.0

34.1

465.5

2,650.7

3,458.3

9.2

1,029.0

2,992.8

56.9

10.3

336.0

1,274.9

52.5

1,224.5

1,725.9

47.7

38.6

48.1

79.2

5,398.7

3,526.9

94.1

49.2

—

266.5

81.4

47.4

179.9

6.4

272.4

130.6

236.8

146.4

378.5

—

53.6

3.3

178.7

44.5

98.7

67.5

293.2

34.4

1,207.2

2,566.4

4,493.9

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

15,149.8

12,328.0

14,747.2

3,714.6

4,205.8

3,517.8

4,154.5

3,583.0

4,324.5

1,328.2

1,161.6

6.8

3.5

2,880.9

1,325.9

5,545.3

6.7

3.5

6.5

738.5

3.5

3,232.3

4,245.0

242.5

(79.0)

4,646.6

4,914.5

15,149.8

12,328.0

14,747.2

Non-current assets

Property, plant and equipment

Right of use assets

Intangible assets

Derivative financial instruments

Total non-current assets

Other assets

Deferred tax

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

On behalf of the Board

Stan McCarthy

Chairman

July 21, 2022

Operating revenues

Scheduled revenues
Ancillary revenues

Total operating revenues
Operating expenses

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

Total operating expenses
Operating (loss)/profit
Other income/(expense)

Finance expense
Finance income
Foreign exchange gain

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)

17
17
17

2,652.5
2,148.4
4,800.9

1,036.0
599.8
1,635.8

5,566.2
2,928.6
8,494.8

(1,699.4)
(813.4)
(719.4)
(690.1)
(551.2)
(411.3)
(255.7)
—
(5,140.5)
(339.6)

(91.4)
—
1.2
(90.2)
(429.8)
189.0
(240.8)

(0.2130)
(0.2130)
1,130.5
1,130.5

(542.6)
(287.2)
(571.0)
(472.2)
(187.3)
(201.5)
(206.7)
(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

(2,762.2)
(1,140.2)
(748.7)
(1,106.9)
(736.0)
(578.8)
(256.4)
(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

2 & 3
18

22
22
22
22

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy
Chairman
July 21, 2022

Michael O’Leary
Group CEO

The accompanying notes are an integral part of the consolidated financial statements.

Michael O’Leary

Group CEO

155

156

RYANAIR GROUP ANNUAL REPORT 2022

Consolidated Statement of Comprehensive Income

(Loss)/profit for the year

Other comprehensive income:

Year ended March 31,
2021
€M

2020
€M

(1,015.1)

648.7

2022
€M
(240.8)

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

851.3
75.4
—

157.4
1,084.1

691.1
4.8
(147.4)
(225.9)
322.6

197.4
—
(353.5)
(229.8)
(385.9)

Total other comprehensive income/(loss) for the year, net of income tax
Total comprehensive income/(loss) for the year – all attributable to equity holders of parent

1,084.1
843.3

322.6
(692.5)

(385.9)
262.8

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy
Chairman
July 21, 2022

Michael O’Leary
Group CEO

157

158

RYANAIR GROUP ANNUAL REPORT 2022

(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

851.3

691.1

75.4

—

157.4

1,084.1

4.8

(147.4)

(225.9)

322.6

197.4

—

(353.5)

(229.8)

(385.9)

Total other comprehensive income/(loss) for the year, net of income tax

Total comprehensive income/(loss) for the year – all attributable to equity holders of parent

1,084.1

843.3

322.6

(692.5)

(385.9)

262.8

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board

Stan McCarthy

Chairman

July 21, 2022

Michael O’Leary

Group CEO

Consolidated Statement of Comprehensive Income

Year ended March 31,

2022

€M

2021

€M

2020

€M

(240.8)

(1,015.1)

648.7

)
7
.
9
(

9
.
4
1
2
5

7
8
4
6

2
.
5
0
2
5

a
t
o
T

M
€

)
9
5
8
3
(

8
2
6
2

0
7

1
9
1

)
5
0
8
5
(

—

9
0

5
.
4
1
9
4

)
1
5
1
0
1
(

6
2
2
3

)
5
2
9
6
(

—

6
3

0
1
2
4

)
8
0
4
2
(

6
.
6
4
6
4

1
4
8
0
1

3
3
4
8

—

6
8

8
6
4

3
.
5
4
5
5

y
t
i
u
q
E

’

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r
e
d
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e
r
a
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n

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h
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o
t
n
e
m
e
t
a
t
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d
e
t
a
d

i
l

o
s
n
o
C

157

—

0
.
9
2

—

0
7

—

)
7
3
(

3
.
2
3

—

6
3

)
7
4
(

2
.
1
3

—

6
8

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T

RYANAIR GROUP ANNUAL REPORT 2022

Consolidated Statement of Cash Flows

Note

2022
€M

2020
€M

Year ended March 31,
2021
€M

Operating activities

(Loss)/profit after tax
Adjustments to reconcile (loss)/profit after tax to net cash provided by operating activities
Depreciation
(Increase) in inventories
Tax (credit)/expense on (loss)/profit
Share-based payments
(Increase)/decrease in trade receivables
(Increase)/decrease in other assets
Increase/(decrease) in trade payables
Increase/(decrease) in accrued expenses & other liabilities
Increase/(decrease) in provisions
Decrease in finance income
(Decrease) in finance expense
Hedge ineffectiveness/foreign exchange
Income tax refunded/(paid)

Net cash from/(used in) 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 in restricted cash
(Increase)/decrease in financial assets: cash > 3 months

Net cash (used in)/from 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 (used in)/from financing activities
(Decrease)/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

(240.8)

(1,015.1)

648.7

2 & 3
5
13
18
8

719.4
(0.7)
(189.0)
8.6
(24.9)
(241.4)
284.6
1,722.8
45.5
—
(6.6)
(146.5) *
9.5
1,940.5

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)

(1,181.6)
113.9
110.5
11.4
(468.6)
(1,414.4)

(294.7)
377.6
112.1
0.3
741.7
937.0

—
46.8

—
421.0
1,192.0 ** 2,228.6
(950.3)
(76.8)
1,622.5
111.5
(27.2)
2,566.4
2,650.7

(1,722.3)
(53.0)
(536.5)
(10.4)
28.7
2,650.7
2,669.0

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

Included in the cash flows from operating activities for the year are the following amounts:

Interest income received
Interest expense paid

—
(86.6)

0.2
(59.2)

24.4
(74.3)

*Includes an exceptional gain of €131m, attributable to the fair value measurement of jet fuel call options.
**€1.2bn bond net of transaction costs

These consolidated financial statements are presented in euro millions, the euro being the functional currency

of the parent entity and 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.

The accompanying notes are an integral part of the consolidated financial statements.

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

159

160

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 2022

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, 2022. 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

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. At various times since

February 2020, governments globally have implemented a range of travel restrictions including lockdowns, “do not

RYANAIR GROUP ANNUAL REPORT 2022

Consolidated Statement of Cash Flows

Adjustments to reconcile (loss)/profit after tax to net cash provided by operating activities

Operating activities

(Loss)/profit after tax

Depreciation

(Increase) in inventories

Tax (credit)/expense on (loss)/profit

Share-based payments

(Increase)/decrease in trade receivables

(Increase)/decrease in other assets

Increase/(decrease) in trade payables

Increase/(decrease) in provisions

Decrease in finance income

(Decrease) in finance expense

Hedge ineffectiveness/foreign exchange

Income tax refunded/(paid)

Net cash from/(used in) operating activities

Investing activities

Increase/(decrease) in accrued expenses & other liabilities

Capital expenditure - purchase of property, plant and equipment

Supplier reimbursements for property, plant and equipment

Proceeds from sale of property, plant and equipment

Decrease in restricted cash

(Increase)/decrease in financial assets: cash > 3 months

Net cash (used in)/from 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 (used in)/from financing activities

(Decrease)/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,

Note

2022

€M

2021

€M

2020

€M

(240.8)

(1,015.1)

648.7

2 & 3

719.4

571.0

748.7

(0.7)

(189.0)

8.6

(24.9)

(241.4)

(0.3)

(93.6)

3.6

48.9

(3.5)

(0.4)

21.6

7.0

(8.1)

61.9

15.2

284.6

(407.6)

1,722.8

(1,318.8)

(401.4)

45.5

—

(6.6)

(21.9)

(55.7)

—

(3.7)

2.9

—

(146.5) *

(294.1)

407.2

9.5

87.1

(120.5)

1,940.5

(2,448.0)

1,327.1

(1,181.6)

(294.7)

(578.8)

113.9

110.5

11.4

(468.6)

(1,414.4)

377.6

112.1

0.3

741.7

937.0

—

0.5

277.2

(301.1)

—

(580.5)

46.8

421.0

1,192.0 ** 2,228.6

19.1

750.0

(1,722.3)

(950.3)

(408.1)

(53.0)

(76.8)

(67.5)

(536.5)

1,622.5

(287.0)

(10.4)

28.7

111.5

(27.2)

739.0

151.8

2,650.7

2,566.4

1,675.6

—

0.2

(86.6)

(59.2)

24.4

(74.3)

Included in the cash flows from operating activities for the year are the following amounts:

Interest income received

Interest expense paid

*Includes an exceptional gain of €131m, attributable to the fair value measurement of jet fuel call options.

**€1.2bn bond net of transaction costs

The accompanying notes are an integral part of the consolidated financial statements.

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 2022

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, 2022. 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.

2,669.0

2,650.7

2,566.4

(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 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. At various times since
February 2020, governments globally have implemented a range of travel restrictions including lockdowns, “do not

159

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RYANAIR GROUP ANNUAL REPORT 2022

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 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 may 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 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 future governmental actions, all of which are highly uncertain and cannot be predicted.

The Group took 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, controlling discretionary spending, and renegotiating contractual terms and conditions
(including salaries) with personnel, airports, aircraft suppliers and vendors.

In response to Russia’s invasion of Ukraine in February 2022, the E.U., the U.K. and the U.S. introduced extensive
sanctions on Russia (as well as Belarus for its role in Russia’s invasion) comprised of targeted restrictive measures on
certain individuals and entities, export controls, restrictions on economic relations, trade and financial restrictions. The
Sanctions have had, and are expected to continue to have, a significant disruptive effect on global markets, including oil
and gas markets, accessibility of airports and associated travel routes, as well as supply chains, including aircraft
components. Geopolitical events may lead to further instability across Europe and worldwide. This has resulted in price
increases of goods and services globally that may affect Ryanair which has exposure, either directly or indirectly, to
certain raw materials, including steel and titanium used for aircraft it purchases and jet fuel.

The Directors have reviewed the financial forecasts across a range of scenarios. Ryanair has modeled a base
case assuming the Group operates approximately 115% of its pre Covid-19 schedules in summer 2022 and forecasts
traffic of 165m guests in fiscal year 2023. However, there remains a risk that multiple waves of the pandemic could lead
to further travel restrictions being imposed and/or worsening conditions resulting from the invasion of Ukraine.
Accordingly, Ryanair has also modeled downside scenarios that 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, 2022, the Group had a strong liquidity position with cash of over €4.64bn and net debt of €0.4bn,
down approximately €1.05bn from March 31, 2022. 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 21, 2022, Ryanair has 443 unencumbered, owned aircraft (92% of its owned fleet) and a
BBB (stable) 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

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, 2021 and therefore

were applied by the Group for the first time to the fiscal year 2022 consolidated financial statements:

• Amendments to IFRS 4 Insurance Contracts – Deferral of IFRS 9 (effective on or after January 1, 2021).

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 (effective on

or after January 1, 2021).

April 1, 2021).

• Amendment to IFRS 16 Leases – Covid-19 Related Rent Concessions Beyond June 30, 2021 (effective on or after

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, 2022.

(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.

• Annual Improvements 2018-2020 (effective on or after January 1, 2022).

• Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts – Cost of

Fulfilling a Contract (effective for on or after January 1, 2022).

• Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (effective on or after January

• Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (effective on or after

1, 2022).

January 1, 2022).

• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single

Transaction (effective on or after January 1, 2023) *

• Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting

Estimates (effective on or after January 1, 2023).

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality

Judgments: Disclosure of Accounting policies (effective on or after January 1, 2023).

161

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RYANAIR GROUP ANNUAL REPORT 2022

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 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 may continue to incur, significant Covid-19 related

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 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 future governmental actions, all of which are highly uncertain and cannot be predicted.

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, controlling discretionary spending, and renegotiating contractual terms and conditions

(including salaries) with personnel, airports, aircraft suppliers and vendors.

In response to Russia’s invasion of Ukraine in February 2022, the E.U., the U.K. and the U.S. introduced extensive

sanctions on Russia (as well as Belarus for its role in Russia’s invasion) comprised of targeted restrictive measures on

certain individuals and entities, export controls, restrictions on economic relations, trade and financial restrictions. The

Sanctions have had, and are expected to continue to have, a significant disruptive effect on global markets, including oil

and gas markets, accessibility of airports and associated travel routes, as well as supply chains, including aircraft

components. Geopolitical events may lead to further instability across Europe and worldwide. This has resulted in price

increases of goods and services globally that may affect Ryanair which has exposure, either directly or indirectly, to

certain raw materials, including steel and titanium used for aircraft it purchases and jet fuel.

The Directors have reviewed the financial forecasts across a range of scenarios. Ryanair has modeled a base

traffic of 165m guests in fiscal year 2023. However, there remains a risk that multiple waves of the pandemic could lead

to further travel restrictions being imposed and/or worsening conditions resulting from the invasion of Ukraine.

Accordingly, Ryanair has also modeled downside scenarios that 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, 2022, the Group had a strong liquidity position with cash of over €4.64bn and net debt of €0.4bn,

down approximately €1.05bn from March 31, 2022. 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 21, 2022, Ryanair has 443 unencumbered, owned aircraft (92% of its owned fleet) and a

BBB (stable) credit rating (from both Standard & Poor’s and Fitch Ratings).

161

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.

costs for enhanced aircraft cleaning and additional procedures to limit transmission among its personnel and

(iv) New IFRS standards adopted during the year

The Group took a number of actions in response to decreased demand and EU flight restrictions, including

April 1, 2021).

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, 2021 and therefore
were applied by the Group for the first time to the fiscal year 2022 consolidated financial statements:

• Amendments to IFRS 4 Insurance Contracts – Deferral of IFRS 9 (effective on or after January 1, 2021).

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 (effective on

or after January 1, 2021).

• Amendment to IFRS 16 Leases – Covid-19 Related Rent Concessions Beyond June 30, 2021 (effective on or after

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, 2022.

(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.

• Annual Improvements 2018-2020 (effective on or after January 1, 2022).

• Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts – Cost of

Fulfilling a Contract (effective for on or after January 1, 2022).

case assuming the Group operates approximately 115% of its pre Covid-19 schedules in summer 2022 and forecasts

• Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (effective on or after January

1, 2022).

• Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (effective on or after

January 1, 2022).

• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single

Transaction (effective on or after January 1, 2023) *

• Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting

Estimates (effective on or after January 1, 2023).

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality

Judgments: Disclosure of Accounting policies (effective on or after January 1, 2023).

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RYANAIR GROUP ANNUAL REPORT 2022

• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
and Classification of Liabilities as Current or Non-current – Deferral of Effective Date (effective on or after January
1, 2023) *

depreciation expense.

and, when warranted, adjusts these assumptions. Any adjustments are accounted for on a prospective basis through

•

IFRS 17 Insurance Contracts (effective on or after January 1, 2023).

• Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information

(effective on or after January 1, 2023) *

The Group evaluates, at the end of each reporting period, whether there is any indication that its long-lived assets

may be impaired. Factors that may indicate potential impairment include, but are not limited to, significant decrease in

the market value of an aircraft based on observable information, a significant change in an aircraft’s physical condition

and operating or cash flow losses associated with the use of the aircraft.

*These standards or amendments to standards are not as of yet EU endorsed.

Derivative financial instruments

(vi) 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
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.

The Group 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) and carbon credit (Emission Trading Scheme) requirements to reduce its exposure

to commodity price risk. It also uses foreign currency forward contracts and options to reduce its exposure to risks

related to foreign currencies, principally the U.S. dollar exposure associated with the purchase of new Boeing 737 aircraft

and the U.S. dollar exposure associated with the purchase of jet fuel.

The Group recognizes all derivative instruments as either assets or liabilities in its consolidated balance sheet

and measures them at fair value. At March 31, 2022, a net asset of €1.2bn (2021: net liability €46m) was recognized on

balance sheet in respect of the Group’s jet fuel forward contracts, jet fuel options, foreign currency derivative instruments

associated with future jet fuel purchases and carbon credits and a net asset of €330m (2021: net asset €171m) was

recognized in respect of its foreign currency derivative instruments associated with future aircraft purchases.

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 expected recovery of passenger demand and the subsequent flight schedules following the Covid-19 pandemic

along with the potential for travel restrictions to be reimposed. All of these assumptions impact upon forecast fuel

consumption, and minor changes to these assumptions could have a significant effect on the assessment of hedge

Long-lived assets

effectiveness.

At March 31, 2022, 2021 and 2020, the Group had €9.10bn, €8.36bn and €9.44bn of property, plant and
equipment long-lived assets, of which €8.93bn, €8.19bn and €9.27bn were aircraft, respectively. In accounting for long-
lived assets, the Group must make estimates about the expected useful lives of the assets, the expected residual values
of the assets, and the cost of major airframe and engine overhaul.

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.

In determining the useful lives and expected residual values of the aircraft, and the cost of major airframe and
engine overhaul, the Group has based the estimates on a range of factors and assumptions, including its own historic
experience and past practices of aircraft disposal and renewal programmes, forecasted growth plans, external
valuations from independent appraisers, recommendations from the aircraft supplier and manufacturer and other
industry available information.

(vii) Basis of consolidation

As at March 31, 2022 the Group had entered into forward jet fuel hedging contracts covering approximately 65%

of its estimated requirements for fiscal year 2023 and approximately 5% of its estimated requirements for fiscal year

2024. The Group believes these hedges to be effective for hedge accounting purposes.

The Group's estimate of each Boeing 737 aircraft’s residual value (including the 61 new Boeing 737-8200 aircraft
delivered during fiscal year 2022) is 15% of the current market value of new aircraft, and each aircraft’s useful life is
determined to be 23 years.

The consolidated financial statements comprise the financial statements of Ryanair Holdings plc and its

subsidiary undertakings as of March 31, 2022. 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

Revisions to these estimates could be caused by changes to maintenance programs, changes in utilization of
the aircraft, governmental regulations on ageing 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. The Group therefore evaluates its estimates and assumptions in each reporting period,

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.

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RYANAIR GROUP ANNUAL REPORT 2022

• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current

and Classification of Liabilities as Current or Non-current – Deferral of Effective Date (effective on or after January

and, when warranted, adjusts these assumptions. Any adjustments are accounted for on a prospective basis through
depreciation expense.

1, 2023) *

•

IFRS 17 Insurance Contracts (effective on or after January 1, 2023).

• Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information

(effective on or after January 1, 2023) *

The Group evaluates, at the end of each reporting period, whether there is any indication that its long-lived assets
may be impaired. Factors that may indicate potential impairment include, but are not limited to, significant decrease in
the market value of an aircraft based on observable information, a significant change in an aircraft’s physical condition
and operating or cash flow losses associated with the use of the aircraft.

*These standards or amendments to standards are not as of yet EU endorsed.

Derivative financial instruments

(vi) 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

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

The Group 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) and carbon credit (Emission Trading Scheme) requirements to reduce its exposure
to commodity price risk. It also uses foreign currency forward contracts and options to reduce its exposure to risks
related to foreign currencies, principally the U.S. dollar exposure associated with the purchase of new Boeing 737 aircraft
and the U.S. dollar exposure associated with the purchase of jet fuel.

The Group recognizes all derivative instruments as either assets or liabilities in its consolidated balance sheet
and measures them at fair value. At March 31, 2022, a net asset of €1.2bn (2021: net liability €46m) was recognized on
balance sheet in respect of the Group’s jet fuel forward contracts, jet fuel options, foreign currency derivative instruments
associated with future jet fuel purchases and carbon credits and a net asset of €330m (2021: net asset €171m) was
recognized in respect of its foreign currency derivative instruments associated with future aircraft purchases.

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 expected recovery of passenger demand and the subsequent flight schedules following the Covid-19 pandemic
along with the potential for travel restrictions to be reimposed. All of these assumptions impact upon forecast fuel
consumption, and minor changes to these assumptions could have a significant effect on the assessment of hedge
effectiveness.

At March 31, 2022, 2021 and 2020, the Group had €9.10bn, €8.36bn and €9.44bn of property, plant and

equipment long-lived assets, of which €8.93bn, €8.19bn and €9.27bn were aircraft, respectively. In accounting for long-

lived assets, the Group must make estimates about the expected useful lives of the assets, the expected residual values

of the assets, and the cost of major airframe and engine overhaul.

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.

In determining the useful lives and expected residual values of the aircraft, and the cost of major airframe and

engine overhaul, the Group has based the estimates on a range of factors and assumptions, including its own historic

experience and past practices of aircraft disposal and renewal programmes, forecasted growth plans, external

valuations from independent appraisers, recommendations from the aircraft supplier and manufacturer and other

As at March 31, 2022 the Group had entered into forward jet fuel hedging contracts covering approximately 65%
of its estimated requirements for fiscal year 2023 and approximately 5% of its estimated requirements for fiscal year
2024. The Group believes these hedges to be effective for hedge accounting purposes.

industry available information.

(vii) Basis of consolidation

The Group's estimate of each Boeing 737 aircraft’s residual value (including the 61 new Boeing 737-8200 aircraft

delivered during fiscal year 2022) is 15% of the current market value of new aircraft, and each aircraft’s useful life is

determined to be 23 years.

Revisions to these estimates could be caused by changes to maintenance programs, changes in utilization of

the aircraft, governmental regulations on ageing 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. The Group therefore evaluates its estimates and assumptions in each reporting period,

The consolidated financial statements comprise the financial statements of Ryanair Holdings plc and its
subsidiary undertakings as of March 31, 2022. 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.

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RYANAIR GROUP ANNUAL REPORT 2022

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.

Income statement classification and presentation

(viii) 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.

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 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 to euro at the rate of exchange prevailing at the reporting 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 affected. 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. (a subsidiary of Ryanair DAC) has only eight aircraft on its
register at this time and is included in the Ryanair DAC segment.

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 2022, 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.

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.

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 *

at March 31, 2022

Useful Life

Residual Value

471 (a)

23 years from date of

15% of current market value of

Number of Owned Aircraft

manufacture

new aircraft, determined

periodically

*Including 61 new B737-8200s

(a) The Group operated 500 aircraft as of March 31, 2022, of which 29 were leased Airbus A320 aircraft.

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.

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

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RYANAIR GROUP ANNUAL REPORT 2022

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

Income statement classification and presentation

values are attributed to the separable net assets acquired.

(viii) Summary of significant accounting policies

Accounting for assets held for sale

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.

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

Property, plant and equipment

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.

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 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 to euro at the rate of exchange prevailing at the reporting 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 affected. 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. (a subsidiary of Ryanair DAC) has only eight aircraft on its

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 2022, 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.

165

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, 2022
471 (a)

Useful Life
23 years from date of
manufacture

Residual Value

15% of current market value of

new aircraft, determined
periodically

*Including 61 new B737-8200s

(a) The Group operated 500 aircraft as of March 31, 2022, of which 29 were leased Airbus A320 aircraft.

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.

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

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RYANAIR GROUP ANNUAL REPORT 2022

maintenance checks are capitalized and amortized over the shorter of the period to the next check or the remaining life
of the aircraft.

Derivative financial instruments

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

netting arrangements.

The accounting for the cost of providing major airframe and certain engine maintenance checks for owned

The fair value of interest rate swaps is computed by discounting the projected cash flows on the Company’s

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.

All other maintenance costs, other than major airframe overhaul, engine maintenance checks, and restitution of

transaction and the gain or loss thereon is recognized in the income statement immediately.

major life-limited parts costs associated with leased aircraft, are expensed as incurred.

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 and are recognized initially at fair value and then subsequently are measured at amortized
cost, using the effective interest method in the balance sheet.

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.

167

168

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, options 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

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

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

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

RYANAIR GROUP ANNUAL REPORT 2022

maintenance checks are capitalized and amortized over the shorter of the period to the next check or the remaining life

Derivative financial instruments

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.

All other maintenance costs, other than major airframe overhaul, engine maintenance checks, and restitution of

major life-limited parts costs associated with leased aircraft, are expensed as incurred.

Intangible assets - landing rights

Intangible assets acquired are 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.

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, options 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
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.

Other financial assets

Inventories

Other financial assets comprise cash deposits of greater than three months’ maturity. All amounts are

categorized as amortized cost and are recognized initially at fair value and then subsequently are measured at amortized

cost, using the effective interest method in the balance sheet.

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.

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RYANAIR GROUP ANNUAL REPORT 2022

Trade and other receivables and payables

Interest-bearing loans and borrowings

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.

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.

Cash and cash equivalents

Leases

Cash represents cash held at banks and available on demand and is categorized for measurement purposes as

amortized cost.

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 and are carried initially at fair value and then subsequently at amortized cost, using the
effective- interest method.

EU Emissions Trading Scheme and U.K. Emissions Trading Scheme (“ETS”)

The EU Emissions Trading Scheme and U.K. Emissions Trading Scheme (“ETS”), are cap-and-trade systems for
CO2 emissions to encourage industries to improve their CO2 efficiency. On an annual basis, the Group surrenders
allowances, received via a mixture of free allocations from governing bodies and carbon credits purchased in the
external market, to cover carbon emissions. The Group recognizes the cost associated with the purchase of carbon
credits as part of the ETS as an expense in the income statement within ‘Operating expenses – fuel and oil’. 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.

ETS allowances are recognized and measured at cost, as follows:

Allowances received from governing bodies for free – a nil amount is recognized.

Carbon credits purchased in the external market – are recognized at their purchase price as a

prepayment and are presented within ‘Other assets’ on the Group’s balance sheet.

A liability is recognized when carbon emissions produced exceed the allowances received from governing
bodies. These excess emissions produced by the Group are measured at fair value, reflecting the expenditure required
to settle the present obligation at the reporting date. The liability is presented within ‘Accrued expenses and other
liabilities’ on the Group’s balance sheet.

In the Consolidated Statement of Cash Flows, ETS allowances purchased are reflected within operating

activities as an increase in other assets.

As noted on pages 188 and 189, the Group’s fuel risk management policy includes hedging of ETS exposures.
The Group had purchased sufficient carbon credits to satisfy the fiscal year 2022 emissions and as such, the cost of
emissions is not deemed to represent a major source of estimation uncertainty.

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 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 comprises 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 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

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RYANAIR GROUP ANNUAL REPORT 2022

Trade and other receivables and payables

Interest-bearing loans and borrowings

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.

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.

Cash and cash equivalents

amortized cost.

Cash represents cash held at banks and available on demand and is categorized for measurement purposes as

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 and are carried initially at fair value and then subsequently at amortized cost, using the

effective- interest method.

EU Emissions Trading Scheme and U.K. Emissions Trading Scheme (“ETS”)

The EU Emissions Trading Scheme and U.K. Emissions Trading Scheme (“ETS”), are cap-and-trade systems for

CO2 emissions to encourage industries to improve their CO2 efficiency. On an annual basis, the Group surrenders

allowances, received via a mixture of free allocations from governing bodies and carbon credits purchased in the

external market, to cover carbon emissions. The Group recognizes the cost associated with the purchase of carbon

credits as part of the ETS as an expense in the income statement within ‘Operating expenses – fuel and oil’. 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.

ETS allowances are recognized and measured at cost, as follows:

Allowances received from governing bodies for free – a nil amount is recognized.

Carbon credits purchased in the external market – are recognized at their purchase price as a

prepayment and are presented within ‘Other assets’ on the Group’s balance sheet.

A liability is recognized when carbon emissions produced exceed the allowances received from governing

bodies. These excess emissions produced by the Group are measured at fair value, reflecting the expenditure required

to settle the present obligation at the reporting date. The liability is presented within ‘Accrued expenses and other

liabilities’ on the Group’s balance sheet.

activities as an increase in other assets.

In the Consolidated Statement of Cash Flows, ETS allowances purchased are reflected within operating

As noted on pages 188 and 189, the Group’s fuel risk management policy includes hedging of ETS exposures.

The Group had purchased sufficient carbon credits to satisfy the fiscal year 2022 emissions and as such, the cost of

emissions is not deemed to represent a major source of estimation uncertainty.

Leases

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 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 comprises 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.

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RYANAIR GROUP ANNUAL REPORT 2022

In the prior year the Group early adopted Covid-19-Related Rent Concessions - Amendment to IFRS 16 issued
on May 28, 2020. The amendment introduced an optional practical expedient for leases in which the Group was a lessee
- i.e. for leases to which the Group applied the practical expedient, the Group was not required to assess whether eligible
rent concessions that were a direct consequence of the Covid-19 pandemic were lease modifications. The Group applied
the amendment retrospectively. The amendment had no impact on retained earnings at April 1, 2021.

The Group applied the practical expedient consistently to contracts with similar characteristics and in similar
circumstances. For rent concessions in leases to which the Group chose not to apply the practical expedient, or that did
not qualify for the practical expedient, the Group assesses whether there was a lease modification.

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, 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 reporting date based on the best estimate of the settlement amount.

Revenues

Scheduled revenues relate to the sale of flight seats and associated direct flight fees, including baggage fares
and change fees. Scheduled revenues are measured at the amount paid by the passenger, net of taxes, and recognized
within unearned revenue at the time of booking. Scheduled revenues are recognized within the income statement at the
point in time when the flight service is provided (i.e. when the flight takes place).

Ancillary revenues relate to activities connected with the flight service, including priority boarding, allocated
seating and in-flight sales of merchandise. These services are recognized when the performance obligations have been
satisfied which, as the majority of the ancillary services are related to passenger flight travel, is at the point in time when
the flight service is provided.

The Group has determined it is an agent in relation to associated flight services including car hire, travel
insurance, accommodation, airport transfer and parking and airport fast track services as the obligation is to arrange
for the services to be provided by a third party and therefore revenue is mainly recognized at the point in time when the
service is arranged. This is predominately at the time of booking by the passenger.

Where a flight is cancelled, a passenger is entitled to a cash refund, a voucher for a future flight, or to re-schedule
the cancelled flight. Additionally, gift vouchers may be purchased by passengers. Where a voucher is issued, a liability
for the amount paid by the passenger is recognized in full and held within unearned revenue until the voucher is utilized
against a future flight, when it expires, or when it is probably that it will expire unexercised.

Accordingly, unearned revenue, which is presented as a contract liability within the balance sheet, represents
flight seats sold but not yet flown and where a voucher for a future flight has been issued. Unearned revenue is included
in accrued expenses and other liabilities.

Where the Group expects to refund some, or all, of the amount paid for a flight service, for instance where a

flight is cancelled, a refund liability is recognized for the full amount payable. This is recognized within unearned revenue

and included in accrued expenses and other liabilities.

Share-based payments

The Company engages in equity-settled, share-based payment transactions in respect of services received from

certain employees as part of the Option Plan 2013 and the LTIP 2019 (collectively “equity settled transactions”). The fair

value of the services received is measured by reference to the fair value of the equity settled transactions 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 equity settled

transactions 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 equity settled transaction is initially estimated and re-measured at each reporting

date until the grant measurement date is achieved. The fair value of the market conditions related to equity settled

transactions granted is determined using a binomial lattice option-pricing model, which takes into account the exercise

price of the equity settled transactions, the current share price, the risk-free interest rate, the expected volatility of the

Ryanair Holdings plc share price over the life of the equity settled transaction, employee early exercise behavior and

other relevant factors. Non-market vesting conditions are included in the assumptions about the number of equity

settled transactions that are expected to vest. At each reporting date, the Company revises its estimates of the number

of options/conditional shares that are likely to vest as a result of non-market conditions. Where the share-based

payments give rise to the issue of new share capital, the proceeds received by the Company are credited to share capital

(nominal value) and share premium (where applicable) when the share entitlements are exercised.

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 reporting 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, 2022, many European countries in which the Ryanair Group operates continued

to make available payroll support schemes. The Ryanair 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 program 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 €82m (2021: €84m) and are offset against staff costs in

the consolidated income statement. Such supports wound down significantly in the second half of fiscal year 2022.

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

extended in March 2021 for a further 12 months at a 0.46% interest rate. In October 2021 the Group repaid the £600m

171

172

RYANAIR GROUP ANNUAL REPORT 2022

In the prior year the Group early adopted Covid-19-Related Rent Concessions - Amendment to IFRS 16 issued

on May 28, 2020. The amendment introduced an optional practical expedient for leases in which the Group was a lessee

- i.e. for leases to which the Group applied the practical expedient, the Group was not required to assess whether eligible

rent concessions that were a direct consequence of the Covid-19 pandemic were lease modifications. The Group applied

Where the Group expects to refund some, or all, of the amount paid for a flight service, for instance where a
flight is cancelled, a refund liability is recognized for the full amount payable. This is recognized within unearned revenue
and included in accrued expenses and other liabilities.

the amendment retrospectively. The amendment had no impact on retained earnings at April 1, 2021.

Share-based payments

The Group applied the practical expedient consistently to contracts with similar characteristics and in similar

circumstances. For rent concessions in leases to which the Group chose not to apply the practical expedient, or that did

not qualify for the practical expedient, the Group assesses whether there was a lease modification.

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, 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 reporting date based on the best estimate of the settlement amount.

Revenues

Scheduled revenues relate to the sale of flight seats and associated direct flight fees, including baggage fares

and change fees. Scheduled revenues are measured at the amount paid by the passenger, net of taxes, and recognized

within unearned revenue at the time of booking. Scheduled revenues are recognized within the income statement at the

point in time when the flight service is provided (i.e. when the flight takes place).

Ancillary revenues relate to activities connected with the flight service, including priority boarding, allocated

seating and in-flight sales of merchandise. These services are recognized when the performance obligations have been

satisfied which, as the majority of the ancillary services are related to passenger flight travel, is at the point in time when

the flight service is provided.

The Group has determined it is an agent in relation to associated flight services including car hire, travel

insurance, accommodation, airport transfer and parking and airport fast track services as the obligation is to arrange

for the services to be provided by a third party and therefore revenue is mainly recognized at the point in time when the

service is arranged. This is predominately at the time of booking by the passenger.

Where a flight is cancelled, a passenger is entitled to a cash refund, a voucher for a future flight, or to re-schedule

the cancelled flight. Additionally, gift vouchers may be purchased by passengers. Where a voucher is issued, a liability

for the amount paid by the passenger is recognized in full and held within unearned revenue until the voucher is utilized

against a future flight, when it expires, or when it is probably that it will expire unexercised.

Accordingly, unearned revenue, which is presented as a contract liability within the balance sheet, represents

flight seats sold but not yet flown and where a voucher for a future flight has been issued. Unearned revenue is included

in accrued expenses and other liabilities.

171

The Company engages in equity-settled, share-based payment transactions in respect of services received from
certain employees as part of the Option Plan 2013 and the LTIP 2019 (collectively “equity settled transactions”). The fair
value of the services received is measured by reference to the fair value of the equity settled transactions 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 equity settled
transactions 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 equity settled transaction is initially estimated and re-measured at each reporting
date until the grant measurement date is achieved. The fair value of the market conditions related to equity settled
transactions granted is determined using a binomial lattice option-pricing model, which takes into account the exercise
price of the equity settled transactions, the current share price, the risk-free interest rate, the expected volatility of the
Ryanair Holdings plc share price over the life of the equity settled transaction, employee early exercise behavior and
other relevant factors. Non-market vesting conditions are included in the assumptions about the number of equity
settled transactions that are expected to vest. At each reporting date, the Company revises its estimates of the number
of options/conditional shares that are likely to vest as a result of non-market conditions. Where the share-based
payments give rise to the issue of new share capital, the proceeds received by the Company are credited to share capital
(nominal value) and share premium (where applicable) when the share entitlements are exercised.

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 reporting 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, 2022, many European countries in which the Ryanair Group operates continued
to make available payroll support schemes. The Ryanair 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 program 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 €82m (2021: €84m) and are offset against staff costs in
the consolidated income statement. Such supports wound down significantly in the second half of fiscal year 2022.

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
extended in March 2021 for a further 12 months at a 0.46% interest rate. In October 2021 the Group repaid the £600m

172

RYANAIR GROUP ANNUAL REPORT 2022

HMT and Bank of England CCFF in full. There are no unfulfilled conditions attaching to government assistance at March
31, 2022.

Dividend distributions are recognized as a liability in the period in which the dividends are approved by the

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 uncertain income tax treatments do not
meet the definition of income taxes, and therefore accounted for them under IAS 37 - Provisions, Contingent Liabilities
and Contingent Assets.

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 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 reporting 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
reporting 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.

Company’s shareholders.

2. Property, plant and equipment

Year ended March 31, 2022

Supplier Reimbursements*

Cost

At March 31, 2021

Additions in year

Disposals in year

At March 31, 2022

Depreciation

At March 31, 2021

Charge for year

Eliminated on disposal

At March 31, 2022

Net book value

At March 31, 2022

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

Hangar and Plant and Fixtures and Motor

Aircraft

Buildings

Equipment

Fittings

Vehicles

Total

€M

12,595.1

1,600.5

(113.9)

(355.9)

124.1

10.8

—

131.9

7.3

—

(0.6)

13,725.8

134.9

138.6

4,402.2

638.2

(245.4)

4,795.0

34.0

5.3

—

39.3

64.9

14.5

(0.5)

78.9

85.2

4.8

—

(4.6)

85.4

74.5

6.5

(4.5)

76.5

5.3

12,941.6

—

1,623.4

(113.9)

(361.1)

5.3

14,090.0

4.9

0.3

—

4,580.5

664.8

(250.4)

5.2

4,994.9

8,930.8

95.6

59.7

8.9

0.1

9,095.1

Hangar and Plant and Fixtures and Motor

Aircraft

Buildings

Equipment

Fittings

Vehicles

Total

€M

12,595.1

124.1

131.9

85.2

5.3

12,941.6

13,278.9

274.4

(377.6)

(496.9)

(83.7)

4,009.9

476.0

(83.7)

4,402.2

107.4

16.7

127.8

4.1

—

29.7

4.3

—

34.0

—

50.6

14.3

—

64.9

80.7

4.5

—

67.1

7.4

—

74.5

5.0

13,599.8

0.3

—

300.0

(377.6)

(496.9)

(83.7)

4.5

0.4

—

4,161.8

502.4

(83.7)

4.9

4,580.5

8,192.9

90.1

67.0

10.7

0.4

8,361.1

173

174

RYANAIR GROUP ANNUAL REPORT 2022

HMT and Bank of England CCFF in full. There are no unfulfilled conditions attaching to government assistance at March

31, 2022.

Taxation

and Contingent Assets.

Current Tax

Deferred Tax

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 uncertain income tax treatments do not

meet the definition of income taxes, and therefore accounted for them under IAS 37 - Provisions, Contingent Liabilities

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 income tax is provided in full, using the 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 reporting 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

reporting 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.

173

Dividend distributions are recognized as a liability in the period in which the dividends are approved by the

Company’s shareholders.

2. Property, plant and equipment

Aircraft
€M

Hangar and Plant and Fixtures and Motor
Buildings
€M

Equipment
€M

Vehicles
€M

Fittings
€M

Total
€M

Year ended March 31, 2022
Cost

At March 31, 2021
Additions in year
Supplier Reimbursements*
Disposals in year
At March 31, 2022

Depreciation

At March 31, 2021
Charge for year
Eliminated on disposal
At March 31, 2022

Net book value

At March 31, 2022

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

12,595.1
1,600.5
(113.9)
(355.9)
13,725.8

4,402.2
638.2
(245.4)
4,795.0

124.1
10.8
—
—
134.9

34.0
5.3
—
39.3

131.9
7.3
—
(0.6)
138.6

64.9
14.5
(0.5)
78.9

85.2
4.8
—
(4.6)
85.4

74.5
6.5
(4.5)
76.5

5.3
—
—
—
5.3

4.9
0.3
—
5.2

12,941.6
1,623.4
(113.9)
(361.1)
14,090.0

4,580.5
664.8
(250.4)
4,994.9

8,930.8

95.6

59.7

8.9

0.1

9,095.1

Aircraft
€M

Hangar and Plant and Fixtures and Motor
Buildings
€M

Equipment
€M

Vehicles
€M

Fittings
€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

107.4
16.7
—
—
—
124.1

29.7
4.3
—
34.0

127.8
4.1
—
—
—
131.9

50.6
14.3
—
64.9

80.7
4.5
—
—
—
85.2

67.1
7.4
—
74.5

5.0
0.3
—
—
—
5.3

4.5
0.4
—
4.9

13,599.8
300.0
(377.6)
(496.9)
(83.7)
12,941.6

4,161.8
502.4
(83.7)
4,580.5

8,192.9

90.1

67.0

10.7

0.4

8,361.1

174

RYANAIR GROUP ANNUAL REPORT 2022

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

Aircraft
€M

Hangar and Plant and Fixtures and Motor
Buildings
€M

Equipment
€M

Vehicles
€M

Fittings
€M

Right of use assets & lease liabilities

Total
€M

Leases under IFRS 16 recognized in Consolidated Income Statement

12,629.2
1,160.8
(412.4)
(98.7)
13,278.9

3,716.7
665.0
(371.8)
4,009.9

78.1
29.3
—
—
107.4

26.1
3.6
—
29.7

87.9
39.9
—
—
127.8

38.2
12.4
—
50.6

74.3
6.5
(0.1)
—
80.7

59.5
7.7
(0.1)
67.1

4.5
0.5
—
—
5.0

3.9
0.6
—
4.5

12,874.0
1,237.0
(412.5)
(98.7)
13,599.8

3,844.4
689.3
(371.9)
4,161.8

9,269.0

77.7

77.2

13.6

0.5

9,438.0

Interest on lease liabilities

Depreciation charge

Expenses relating to short-term leases

Lease charge for year end

Right of use-assets

Balance at beginning of year

Depreciation charge for the year

Additions

Modification of leases

Balance at end of year

At March 31, 2022, aircraft with a net book value of €692m (2021: €950m; 2020: €1,337m) were mortgaged to
lenders as security for loans. Under the security arrangements for the Company’s Ex-Im financed Boeing 737-800NG
aircraft, the Company does not hold legal title to those aircraft while these loan amounts remain outstanding.

In the year ended March 31, 2022 the Group sold 10 Boeing 737-800NG aircraft (2021: 7; 2020: 3)

The net book value of leased assets classified as property, plant and equipment (see Note 3) at March 31, 2022,

2021 and 2020 was €nil, €nil and €132m, respectively.

*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 above. In addition, the €492m (2022: €114m, 2021:
€378m, 2020: €nil) reimbursements related to reasonable, and fair, compensation agreed with Boeing for the 2-year
delivery delay of the Boeing 737-8200 aircraft and is recorded as a reduction in PPE above.

Net book value of leased assets classified as property, plant and equipment (Note 2)

Total right of use assets at end of year

Financing cash outflows from lease liabilities

Lease Liabilities

Balance at beginning of year

Additions

Interest expense

Modification of leases

Exchange movements

Balance at end of year

Lease Liabilities

Current lease liability

Non-current lease liability

Total lease liabilities at end of year

Present value of future minimum lease payments classified as debt (Note 12)

Total lease liabilities at end of year

A maturity analysis of our lease liabilities as at March 31, 2022 has been disclosed within Note 12.

The Group negotiated rent concessions with its lessors for most 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. There were no further rent concessions in fiscal year 2022.

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 (2021: €nil, 2020: €nil).

175

176

Year ended March 31,

2022

€M

2021

€M

3.7

54.5

—

58.2

4.6

68.6

6.7

79.9

2020

€M

5.6

59.4

38.2

103.2

At March 31,

2022

2021

2020

At March 31,

2022

2021

2020

188.2

(54.5)

—

133.7

236.8

(68.6)

27.9

(7.9)

188.2

—

133.7

188.2

183.1

—

(56.7)

3.7

—

8.2

138.3

—

138.3

245.9

27.9

(76.8)

4.6

(2.7)

(15.8)

183.1

—

183.1

130.7

(59.5)

166.1

(0.5)

236.8

132.0

368.8

140.4

166.1

(67.5)

5.6

—

1.3

245.9

172.0

417.9

At March 31,

2022

2021

2020

56.9

81.4

138.3

52.5

130.6

183.1

75.0

170.9

245.9

RYANAIR GROUP ANNUAL REPORT 2022

Hangar and Plant and Fixtures and Motor

Right of use assets & lease liabilities

Aircraft

Buildings

Equipment

Fittings

Vehicles

Total

€M

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

13,278.9

107.4

127.8

12,629.2

1,160.8

(412.4)

(98.7)

3,716.7

665.0

(371.8)

4,009.9

78.1

29.3

—

26.1

3.6

—

29.7

87.9

39.9

—

38.2

12.4

—

50.6

74.3

6.5

(0.1)

—

80.7

59.5

7.7

(0.1)

67.1

4.5

12,874.0

0.5

1,237.0

—

(412.5)

(98.7)

5.0

13,599.8

3.9

0.6

—

3,844.4

689.3

(371.9)

4.5

4,161.8

9,269.0

77.7

77.2

13.6

0.5

9,438.0

At March 31, 2022, aircraft with a net book value of €692m (2021: €950m; 2020: €1,337m) were mortgaged to

lenders as security for loans. Under the security arrangements for the Company’s Ex-Im financed Boeing 737-800NG

aircraft, the Company does not hold legal title to those aircraft while these loan amounts remain outstanding.

In the year ended March 31, 2022 the Group sold 10 Boeing 737-800NG aircraft (2021: 7; 2020: 3)

The net book value of leased assets classified as property, plant and equipment (see Note 3) at March 31, 2022,

2021 and 2020 was €nil, €nil and €132m, respectively.

*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 above. In addition, the €492m (2022: €114m, 2021:

€378m, 2020: €nil) reimbursements related to reasonable, and fair, compensation agreed with Boeing for the 2-year

delivery delay of the Boeing 737-8200 aircraft and is recorded as a reduction in PPE above.

Leases under IFRS 16 recognized in Consolidated Income Statement

Interest on lease liabilities
Depreciation charge
Expenses relating to short-term leases
Lease charge for year end

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 (Note 12)
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,
2021
€M

2022
€M

2020
€M

3.7
54.5
—
58.2

4.6
68.6
6.7
79.9

5.6
59.4
38.2
103.2

2022

188.2
(54.5)
—
—
133.7
—
133.7

At March 31,
2021

236.8
(68.6)
27.9
(7.9)
188.2
—
188.2

2020

130.7
(59.5)
166.1
(0.5)
236.8
132.0
368.8

2022

At March 31,
2021

2020

183.1
—
(56.7)
3.7
—
8.2
138.3
—
138.3

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

2022

56.9
81.4
138.3

At March 31,
2021

52.5
130.6
183.1

2020

75.0
170.9
245.9

A maturity analysis of our lease liabilities as at March 31, 2022 has been disclosed within Note 12.

The Group negotiated rent concessions with its lessors for most 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. There were no further rent concessions in fiscal year 2022.

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 (2021: €nil, 2020: €nil).

175

176

RYANAIR GROUP ANNUAL REPORT 2022

Intangible assets

7. Assets held for sale

Landing rights

Balance at beginning of year
Balance at end of year

2022
€M

At March 31,
2021
€M

2020
€M

146.4
146.4

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 17 shows the reportable segments for the Group. The segment to which the sold

aircraft relate is Ryanair DAC.

Landing slots were acquired with the acquisition of Buzz Stansted Limited in April 2003 and Lauda in fiscal year

8. Trade receivables

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 11.2% for 2022, 11.5% for 2021 and 9% for
2020.

5. Inventories

Consumables

6. Other assets

Prepayments*
Interest receivable

2022
€M

At March 31,
2021
€M

2020
€M

4.3

3.6

3.3

2022
€M
473.2
—
473.2

At March 31,
2021
€M
228.5
—
228.5

2020
€M
176.4
2.3
178.7

9. Restricted cash

10. Trade payables

Trade payables - Current

Trade payables - Non-current

At March 31,

2022

€M

2021

€M

43.5

18.6

2020

€M

67.5

Trade receivables

All amounts fall due within one year.

There has been no change to the allowance for impairment during the year (2021: €nil; 2020: €nil). There were

no bad debt write-offs in the year (2021: €nil; 2020: €nil).

At March 31, 2022, €3.6m (2021: €1.0m; 2020: €3.3m) of the total accounts receivable balance were past due,

of which €nil (2021: €nil; 2020: €nil) was impaired and €3.6m (2021: €1.0m; 2020: €3.3m) was considered past due but

not impaired for which the expected credit loss was considered immaterial.

Restricted cash consists of approximately €23m (2021: €34m; 2020: €34m) placed in escrow accounts for

certain legal cases and appeals (which accounts for the majority of the balance).

At March 31,

2022

€M

1,029.0

49.2

1,078.2

2021

€M

336.0

179.9

515.9

2020

€M

1,368.2

—

1,368.2

*Included in prepayments are amounts due after 1 year of approximately €72m (2021: €49m; 2020: €nil). Prepayments include €128m
(2021: €98m; 2020: €172m) pertaining to EU ETS carbon credits to be utilized within 1 year.

further details.

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

177

178

RYANAIR GROUP ANNUAL REPORT 2022

Landing rights

Balance at beginning of year

Balance at end of year

2019.

2020.

5. Inventories

Consumables

6. Other assets

Prepayments*

Interest receivable

Intangible assets

7. Assets held for sale

Landing slots were acquired with the acquisition of Buzz Stansted Limited in April 2003 and Lauda in fiscal year

8. Trade receivables

At March 31,

2022

€M

2021

€M

2020

€M

146.4

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 17 shows the reportable segments for the Group. The segment to which the sold
aircraft relate is Ryanair DAC.

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 11.2% for 2022, 11.5% for 2021 and 9% for

Trade receivables

All amounts fall due within one year.

2022
€M

At March 31,
2021
€M

43.5
43.5

18.6
18.6

2020
€M

67.5
67.5

There has been no change to the allowance for impairment during the year (2021: €nil; 2020: €nil). There were

no bad debt write-offs in the year (2021: €nil; 2020: €nil).

At March 31, 2022, €3.6m (2021: €1.0m; 2020: €3.3m) of the total accounts receivable balance were past due,
of which €nil (2021: €nil; 2020: €nil) was impaired and €3.6m (2021: €1.0m; 2020: €3.3m) was considered past due but
not impaired for which the expected credit loss was considered immaterial.

9. Restricted cash

Restricted cash consists of approximately €23m (2021: €34m; 2020: €34m) placed in escrow accounts for

certain legal cases and appeals (which accounts for the majority of the balance).

10. Trade payables

Trade payables - Current
Trade payables - Non-current

2022
€M
1,029.0
49.2
1,078.2

At March 31,
2021
€M
336.0
179.9
515.9

2020
€M
1,368.2
—
1,368.2

At March 31,

2022

€M

2021

€M

2020

€M

4.3

3.6

3.3

At March 31,

2022

€M

2021

€M

473.2

228.5

—

473.2

228.5

2020

€M

176.4

2.3

178.7

*Included in prepayments are amounts due after 1 year of approximately €72m (2021: €49m; 2020: €nil). Prepayments include €128m

(2021: €98m; 2020: €172m) pertaining to EU ETS carbon credits to be utilized within 1 year.

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.

177

178

RYANAIR GROUP ANNUAL REPORT 2022

11. Accrued expenses and other liabilities

The carrying value and fair value of the Company’s financial assets by class and category at March 31, 2022,

Accruals
Indirect tax and duties
Unearned revenue (contract liabilities)

Contract liabilities comprise:

Opening contract liabilities
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)

12.

Financial instruments – Fair values and risk management

2022
€M
953.0
485.6
1,554.2
2,992.8

At March 31,
2021
€M
887.3
96.7
290.9
1,274.9

2020
€M
1,553.1
489.8
546.5
2,589.4

2022
€M
290.9
5,648.4
(4,385.1)
1,554.2

At March 31,
2021
€M
546.5
1,248.0
(1,503.6)
290.9

2020
€M
1,962.3
6,107.2
(7,523.0)
546.5

2022
€M
13.5
472.1
485.6

At March 31,
2021
€M
11.2
85.5
96.7

2020
€M
25.3
464.5
489.8

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, options, 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
this note.

(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, 2022, 2021 and 2020. 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).

Total financial assets at March 31, 2021

3,168.9

217.3

3,386.2

217.3

Amortized

Cost

€M

Cash-

Flow

Fair value

through

Hedges

Profit & Loss

€M

Total

Carrying

Value

€M

Total Fair

Value

€M

Total financial assets at March 31, 2020

3,877.8

671.7

4,549.5

671.7

179

Total financial assets at March 31, 2022

3,669.3

1,435.0

150.5

5,254.8

1,585.5

Amortized

Cost

€M

Cash-

Flow

Fair value

through

Hedges

Profit & Loss

€M

Total

Carrying

Value

€M

Total Fair

Value

€M

2021 and 2020 were as follows:

At March 31, 2022

Cash and cash equivalents

Financial asset: cash > 3 months

Restricted cash

Derivative financial instruments:

- U.S. dollar currency forward contracts

- Jet fuel & carbon derivative contracts

- Jet fuel options

- Cross-currency swaps

- GBP currency swaps

Trade receivables

Other assets

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

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

Cash-

Flow

Fair value

through

Hedges

Profit & Loss

€M

Total

Carrying

Value

€M

Total Fair

Value

€M

—

150.5

2,669.0

934.1

22.7

474.1

956.3

150.5

4.6

—

43.5

—

2,650.7

465.5

34.1

208.9

3.0

5.4

18.6

—

2,566.4

1,207.2

34.4

663.7

8.0

67.5

2.3

—

474.1

956.3

150.5

4.6

—

208.9

3.0

5.4

—

663.7

8.0

—

474.1

956.3

—

4.6

—

208.9

3.0

5.4

—

663.7

8.0

—

Amortized

Cost

€M

2,669.0

934.1

22.7

—

43.5

—

2,650.7

465.5

34.1

—

18.6

—

2,566.4

1,207.2

34.4

—

67.5

2.3

180

RYANAIR GROUP ANNUAL REPORT 2022

11. Accrued expenses and other liabilities

The carrying value and fair value of the Company’s financial assets by class and category at March 31, 2022,

Accruals

Indirect tax and duties

Unearned revenue (contract liabilities)

Contract liabilities comprise:

Opening contract liabilities

Revenue deferred during the year

Revenue recognized during the year

Closing contract liabilities

Indirect tax and duties comprise:

At March 31,

2022

2021

2020

€M

953.0

485.6

1,554.2

€M

887.3

1,553.1

96.7

290.9

489.8

546.5

2,992.8

1,274.9

2,589.4

At March 31,

2022

2021

2020

€M

290.9

€M

546.5

1,962.3

5,648.4

1,248.0

6,107.2

(4,385.1)

(1,503.6)

(7,523.0)

1,554.2

290.9

546.5

At March 31,

2022

2021

2020

€M

13.5

472.1

485.6

€M

11.2

85.5

96.7

€M

25.3

464.5

489.8

2021 and 2020 were as follows:

At March 31, 2022
Cash and cash equivalents
Financial asset: cash > 3 months
Restricted cash
Derivative financial instruments:
- U.S. dollar currency forward contracts
- Jet fuel & carbon derivative contracts
- Jet fuel options
- Cross-currency swaps
- GBP currency swaps
Trade receivables
Other assets
Total financial assets at March 31, 2022

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

Amortized
Cost
€M

Cash-
Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

2,669.0
934.1
22.7

—
—
—
—
—
43.5
—
3,669.3

—
—
—

474.1
956.3
—
4.6
—
—
—
1,435.0

—
—
—

—
—
150.5
—
—
—
—
150.5

2,669.0
934.1
22.7

474.1
956.3
150.5
4.6
—
43.5
—
5,254.8

—
—
—

474.1
956.3
150.5
4.6
—
—
—
1,585.5

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

PAYE (payroll taxes)

Other tax (principally air passenger duty in various countries)

12.

Financial instruments – Fair values and risk management

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, options, 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

this note.

(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, 2022, 2021 and 2020. 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).

179

180

RYANAIR GROUP ANNUAL REPORT 2022

The carrying values and fair values of the Company’s financial liabilities by class and category were as follows:

Liabilities at
Amortized
Cost
€M

Cash-Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

1,224.5
3,714.6

—
—
1,029.0
49.2
953.0
6,970.3

—
—

—
7.6
—
—
—
7.6

—
—

31.0
—
—
—
—
31.0

1,224.5
3,714.6

31.0
7.6
1,029.0
49.2
953.0
7,008.9

1,224.5
3,727.7

31.0
7.6
—
49.2
—
5,040.0

Liabilities at
Amortized
Cost
€M

Cash-Flow
Hedges
€M

Fair value
through
Profit & Loss
€M

Total
Carrying
Value
€M

Total Fair
Value
€M

1,725.9
3,517.8

—
—
336.0
179.9
887.3
6,646.9

—
—

40.0
19.8
—
—
—
59.8

—
—

25.8
—
—
—
—
25.8

1,725.9
3,517.8

65.8
19.8
336.0
179.9
887.3
6,732.5

1,725.9
3,630.5

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

382.3
3,583.0

—
—
1,368.2
1,553.1
6,886.6

—
—

2.2
1,228.3
—
—
1,230.5

—
—

—
—
—
—
—

382.3
3,583.0

2.2
1,228.3
1,368.2
1,553.1
8,117.1

382.3
3,113.5

2.2
1,228.3
—
—
4,726.3

At March 31, 2022
Current maturities of debt
Non-current maturities of debt
Derivative financial instruments:

-U.S. dollar currency forward contracts
-Jet fuel & carbon derivative contracts

Trade payables (Current)
Trade payables (Non-current)
Accrued expenses
Total financial liabilities at March 31, 2022

At March 31, 2021
Current maturities of debt
Non-current maturities of debt
Derivative financial instruments:

-U.S. dollar currency forward contracts
-Jet fuel & carbon derivative contracts

Trade payables (Current)
Trade payables (Non-current)
Accrued expenses
Total financial liabilities at March 31, 2021

At March 31, 2020
Current maturities of debt
Non-current maturities of debt
Derivative financial instruments:

-U.S. dollar currency forward contracts
-Jet fuel derivative contracts

Trade payables
Accrued expenses
Total financial liabilities at March 31, 2020

(b)

Measurement of fair values

Valuation techniques

Financial instruments measured at fair value in the balance sheet are categorized by the type of valuation

method used.

The different valuation levels are defined as follows:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can

access at the measurement date.

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for that asset or liability,

either directly or indirectly.

• Level 3: Significant unobservable inputs for the asset or liability.

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, jet fuel forward contracts and carbon contracts: A comparison of the

contracted rate to the market rate for contracts providing a similar risk profile at March 31, 2022 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).

Derivatives – jet fuel options: The fair value of aircraft fuel options is determined based on market accepted

valuation techniques, primarily Black-Scholes modelling (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.

181

182

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2022

Current maturities of debt

Non-current maturities of debt

Derivative financial instruments:

-U.S. dollar currency forward contracts

-Jet fuel & carbon derivative contracts

Trade payables (Current)

Trade payables (Non-current)

Accrued expenses

Total financial liabilities at March 31, 2022

At March 31, 2021

Current maturities of debt

Non-current maturities of debt

Derivative financial instruments:

-U.S. dollar currency forward contracts

-Jet fuel & carbon derivative contracts

Trade payables (Current)

Trade payables (Non-current)

Accrued expenses

At March 31, 2020

Current maturities of debt

Non-current maturities of debt

Derivative financial instruments:

-U.S. dollar currency forward contracts

-Jet fuel derivative contracts

Trade payables

Accrued expenses

Total financial liabilities at March 31, 2020

(b)

Measurement of fair values

Valuation techniques

method used.

The carrying values and fair values of the Company’s financial liabilities by class and category were as follows:

Liabilities at

Amortized

Cash-Flow

Fair value

through

Cost

€M

Hedges

Profit & Loss

€M

Total

Carrying

Value

€M

Total Fair

Value

€M

Liabilities at

Amortized

Cash-Flow

Fair value

through

Cost

€M

Hedges

Profit & Loss

€M

Total

Carrying

Value

€M

Total Fair

Value

€M

1,224.5

3,714.6

—

1,029.0

49.2

953.0

6,970.3

1,725.9

3,517.8

—

336.0

179.9

887.3

6,646.9

—

7.6

—

7.6

—

40.0

19.8

—

59.8

31.0

—

31.0

25.8

—

1,224.5

3,714.6

31.0

7.6

1,029.0

49.2

953.0

7,008.9

1,224.5

3,727.7

31.0

7.6

—

49.2

—

5,040.0

1,725.9

3,517.8

1,725.9

3,630.5

65.8

19.8

336.0

179.9

887.3

65.8

19.8

—

179.9

—

Liabilities at

Amortized

Cash-Flow

Fair value

through

Cost

€M

Hedges

Profit & Loss

€M

Total

Carrying

Value

€M

Total Fair

Value

€M

382.3

3,583.0

—

1,368.2

1,553.1

6,886.6

—

2.2

1,228.3

1,230.5

—

382.3

3,583.0

2.2

1,228.3

1,368.2

1,553.1

8,117.1

382.3

3,113.5

2.2

1,228.3

—

4,726.3

The different valuation levels are defined as follows:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can

access at the measurement date.

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for that asset or liability,

either directly or indirectly.

• Level 3: Significant unobservable inputs for the asset or liability.

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, jet fuel forward contracts and carbon contracts: A comparison of the
contracted rate to the market rate for contracts providing a similar risk profile at March 31, 2022 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).

Derivatives – jet fuel options: The fair value of aircraft fuel options is determined based on market accepted

valuation techniques, primarily Black-Scholes modelling (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.

Total financial liabilities at March 31, 2021

25.8

6,732.5

5,621.9

Financial instruments measured at fair value in the balance sheet are categorized by the type of valuation

181

182

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2022
Derivative assets measured at fair value for risk management purposes
U.S. dollar currency forward contracts
Cross-currency swaps
Jet fuel and carbon

Derivative liabilities measured at fair value for risk management purposes
U.S. currency forward contracts
Jet fuel and carbon

Financial liabilities not measured at fair value
Debt
Non-current trade payables

Level 1
€M

Level 2
€M

Level 3
€M

Total
€M

—
—
—
—

—
—
—

—
—

474.1
4.6
1,106.8
1,585.5

31.0
7.6
38.6

4,952.2
49.2
5,001.4

—
—
—
—

—
—
—

—
—

474.1
4.6
1,106.8
1,585.5

31.0
7.6
38.6

4,952.2
49.2
5,001.4

Total

—

6,625.5

—

6,625.5

Scheme) requirements to reduce its exposure to commodity price risk. It also uses foreign currency forward contracts

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

5,839.2

—
—
—
—

—
—
—

—

208.9
5.4
3.0
217.3

65.8
19.8
85.6

5,356.4
179.9
5,536.3

5,839.2

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

—
—
—
—

663.7
—
8.0
671.7

—
—
—

2.2
1,228.3
1,230.5

—
—

3,495.8
5,398.0

—
—

3,495.8
5,398.0

At March 31, 2021
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

Financial liabilities not measured at fair value
Long-term debt
Non-current trade payables

Total

At March 31, 2020
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

Financial liabilities not measured at fair value
Long-term debt
Total

183

Transfers between Levels 1 and 2 and transfers out of Level 3

During the years ended March 31, 2022, 2021 and 2020 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 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 and call options for the purchase of its jet fuel (jet kerosene) and carbon credit (Emission Trading

to reduce its exposure to risks related to foreign currencies, principally the U.S. dollar exposure associated with the

purchase of new Boeing 737 aircraft and the U.S. dollar exposure associated with the purchase of jet fuel. All derivatives,

with the exception of jet fuel call options, are designated as cash flow hedges with the resulting gains or losses taken

to other reserves. Jet fuel call options are measured at fair value with the resulting gains or losses taken to the income

statement.

Market risk

Currency 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.

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 U.K. pounds sterling for euro 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.

184

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2022

Derivative assets measured at fair value for risk management purposes

U.S. dollar currency forward contracts

Cross-currency swaps

Jet fuel and carbon

Derivative liabilities measured at fair value for risk management purposes

U.S. currency forward contracts

Jet fuel and carbon

Financial liabilities not measured at fair value

Non-current trade payables

Debt

Total

At March 31, 2021

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

Financial liabilities not measured at fair value

Long-term debt

Non-current trade payables

Total

At March 31, 2020

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

Financial liabilities not measured at fair value

Long-term debt

Total

183

Level 1

Level 2

Level 3

Total

€M

—

474.1

4.6

1,106.8

1,585.5

31.0

7.6

38.6

—

4,952.2

—

49.2

5,001.4

—

474.1

4.6

1,106.8

1,585.5

31.0

7.6

38.6

4,952.2

49.2

5,001.4

—

6,625.5

—

6,625.5

Level 1

Level 2

Level 3

Total

€M

—

208.9

5.4

3.0

217.3

65.8

19.8

85.6

5,356.4

179.9

5,536.3

5,839.2

208.9

5.4

3.0

217.3

65.8

19.8

85.6

—

5,356.4

179.9

5,536.3

—

5,839.2

Level 1

Level 2

Level 3

Total

€M

—

663.7

—

8.0

671.7

—

2.2

1,228.3

1,230.5

—

663.7

—

8.0

671.7

—

2.2

1,228.3

1,230.5

—

3,495.8

5,398.0

—

3,495.8

—

5,398.0

Transfers between Levels 1 and 2 and transfers out of Level 3

During the years ended March 31, 2022, 2021 and 2020 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 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 and call options for the purchase of its jet fuel (jet kerosene) and carbon credit (Emission Trading
Scheme) 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 aircraft and the U.S. dollar exposure associated with the purchase of jet fuel. All derivatives,
with the exception of jet fuel call options, are designated as cash flow hedges with the resulting gains or losses taken
to other reserves. Jet fuel call options are measured at fair value with the resulting gains or losses taken to the income
statement.

Market risk

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 U.K. pounds sterling for euro 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.

184

RYANAIR GROUP ANNUAL REPORT 2022

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 €nil on ineffective currency cash-flow hedges for fiscal
year 2022 (2021: €8m loss, 2020: €40m gain). The fiscal year 2021 and 2020 hedge ineffectiveness losses 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:

At March 31,

2022
GBP
U.S.$
£M $M

2021
Euro € GBP U.S.$
£M $M
€M

2020

Euro € GBP
€M

U.S.$
£M $M

Euro €
€M

Monetary assets

U.K. pounds sterling cash and liquid resources
U.S. Dollar cash and liquid resources

28.3
—
28.3

—
386.8
386.8

33.6
349.6
383.2

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

2022
GBP U.S.$
$M
£M

Euro € GBP U.S.$
$M
£M
€M

Euro €
€M

GBP U.S.$
$M
£M

Euro €
€M

At March 31,

2021

2020

Monetary liabilities

U.S. dollar long term debt
U.K. GBP debt
Pre-delivery payments due to Boeing

—
—
—
—

311.3 * 281.3
—
267.7
549.0

—
296.2
607.5

597.3

— 95.7
—
— 517.3
597.3 613.0

81.6
701.8
441.1
1,224.5

—
—
—
—

129.2
—
1,051.8
1,181.0

117.1
—
957.6
1,074.7

*During the year ended March 31, 2022, the Group issued promissory notes to the value of approximately €226m
(U.S.$250m) with maturity dates of October 2022. The notes were issued in settlement of certain aircraft trade payables
and are non-interest bearing. The carrying value of the promissory notes is not considered to be materially different from
its fair value.

The following exchange rates have been applied:

USD 1.0000
GBP 1.0000

2022
€
1.1065
0.8422

At March 31,
2021
€

1.1728
0.8510

2020
€
1.1029
0.8883

185

186

The notional principal amounts of forward foreign exchange contracts are as follows:

At March 31,

2022

€M

4,607.7

2,097.8

6,705.5

2021

€M

1,506.9

1,562.4

3,069.3

2020

€M

3,670.9

4,075.7

7,746.6

Within Year 1

Greater than 1 Year

Total

Sensitivity analysis

The notional principle amount of outstanding forward foreign exchange contracts at March 31, 2022 are treated

as cash flow hedges to hedge jet fuel, capital expenditure and maintenance contracts in U.S. dollars. As at March 31,

2022 the hedged U.S. dollar rate is approximately U.S.$1.21 to €1.00.

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, 2022 would have a positive impact of €26m

on the income statement (net of tax) (2021: €40m; 2020: €246m) if the rate fell by 10% and a negative impact of €2m

on the income statement (net of tax) (2021: €33m; 2020: €235m) if the rate increased by 10%. The same movement of

10% in foreign currency exchange rates would have a positive €695m impact (net of tax) on equity if the rate fell by 10%

and a negative €588m impact (net of tax) if the rate increased by 10% (2021: €304m positive or €372m negative; 2020:

€649m positive or €531m 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.

RYANAIR GROUP ANNUAL REPORT 2022

In these hedge relationships, the main sources of ineffectiveness are changes in the timing of the hedged

The notional principal amounts of forward foreign exchange contracts are as follows:

transactions. The Group recorded a hedge ineffectiveness loss of €nil on ineffective currency cash-flow hedges for fiscal

year 2022 (2021: €8m loss, 2020: €40m gain). The fiscal year 2021 and 2020 hedge ineffectiveness losses 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 Group is as follows:

The summary quantitative data about the Group’s exposure to currency risk as reported to the management of

2022

2020

At March 31,

2021

GBP

U.S.$

Euro € GBP U.S.$

Euro € GBP

U.S.$

Euro €

£M $M

€M

£M $M

€M

£M $M

€M

Monetary assets

U.K. pounds sterling cash and liquid resources

28.3

—

33.6

8.1

—

9.5

22.5

—

25.3

U.S. Dollar cash and liquid resources

—

386.8

349.6

—

506.7

432.0

—

2,150.1

1,949.5

28.3

386.8

383.2

8.1

506.7

441.5

22.5

2,150.1

1,974.8

Monetary liabilities

U.S. dollar long term debt

U.K. GBP debt

Pre-delivery payments due to Boeing

2022

2020

At March 31,

2021

GBP U.S.$

Euro € GBP U.S.$

Euro €

GBP U.S.$

Euro €

£M

€M

£M

€M

£M

€M

—

311.3 * 281.3

— 95.7

—

597.3

—

296.2

267.7

— 517.3

81.6

701.8

441.1

607.5

549.0

597.3 613.0

1,224.5

—

129.2

117.1

—

1,051.8

957.6

1,181.0

1,074.7

*During the year ended March 31, 2022, the Group issued promissory notes to the value of approximately €226m

(U.S.$250m) with maturity dates of October 2022. The notes were issued in settlement of certain aircraft trade payables

and are non-interest bearing. The carrying value of the promissory notes is not considered to be materially different from

The following exchange rates have been applied:

At March 31,

2022

€

1.1065

0.8422

2021

€

1.1728

0.8510

2020

€

1.1029

0.8883

its fair value.

USD 1.0000

GBP 1.0000

Within Year 1
Greater than 1 Year
Total

2022
€M
4,607.7
2,097.8
6,705.5

At March 31,
2021
€M

1,506.9
1,562.4
3,069.3

2020
€M
3,670.9
4,075.7
7,746.6

The notional principle amount of outstanding forward foreign exchange contracts at March 31, 2022 are treated
as cash flow hedges to hedge jet fuel, capital expenditure and maintenance contracts in U.S. dollars. As at March 31,
2022 the hedged U.S. dollar rate is approximately U.S.$1.21 to €1.00.

Sensitivity analysis

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, 2022 would have a positive impact of €26m
on the income statement (net of tax) (2021: €40m; 2020: €246m) if the rate fell by 10% and a negative impact of €2m
on the income statement (net of tax) (2021: €33m; 2020: €235m) if the rate increased by 10%. The same movement of
10% in foreign currency exchange rates would have a positive €695m impact (net of tax) on equity if the rate fell by 10%
and a negative €588m impact (net of tax) if the rate increased by 10% (2021: €304m positive or €372m negative; 2020:
€649m positive or €531m 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.

185

186

RYANAIR GROUP ANNUAL REPORT 2022

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).

the principal amounts on deposit.

The Group holds significant cash balances that are invested on a short-term basis. At March 31, 2022, all of the

Group’s cash and liquid resources attracted a weighted average interest rate of -0.31% (2021: -0.26%; 2020: 0.73%).

Interest rates on cash and liquid resources are generally based on the appropriate EURIBOR or bank rates dependent on

At March 31, 2022
Fixed rate
Secured debt
Unsecured debt
Debt
Lease liabilities - right of use
Total fixed rate debt

Floating rate
Secured debt
Unsecured long term debt
Total floating rate debt
Total financial liabilities

Weighted
average
rate
(%)

2023
€M

2024
€M

2025
€M

2026
€M

2027 -
2028
€M

Total
€M

2.43%
1.31%
1.35%
2.33%

0.14%
0.75%
0.73%

62.9
1,140.9 *
1,203.8
56.9
1,260.7

20.7
—
20.7
1,281.4

52.2
807.7
859.9
51.0
910.9

—
—
—
910.9

12.0
47.8
59.8
26.2
86.0

—
847.0
847.0
3.1
850.1

—
1,197.9
1,197.9
1.1
1,199.0

127.1
4,041.3
4,168.4
138.3
4,306.7

—
750.0
750.0
836.0

—
—
—
850.1

—
—
—
1,199.0

20.7
750.0
770.7
5,077.4

* Includes promissory notes amounting to €226m

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

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

45.0
—
45.0
1,778.4

61.4
916.2
977.6
53.8
1,031.4

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
(%)

2021
€M

2022
€M

2023
€M

2024
€M

2.48%
1.32%
1.42%
2.51%
2.47%

0.58%

1.19%
0.62%

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

2026 -
2027
€M

—
849.0
849.0
3.9
852.9

—
—
—
852.9

2025 -
2026
€M

12.1
50.0
62.1
—
21.2
83.3

—
750.0
—
750.0
833.3

Total
€M

187.5
4,240.5
4,428.0
183.1
4,611.1

65.7
750.0
815.7
5,426.8

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

2022

Within

1 year

€M

At March 31,

2021

Within

1 year

€M

2020

Within

1 year

€M

2,669.0

2,650.7

934.1

22.7

465.5

34.1

2,566.4

1,207.2

34.4

3,625.8

3,150.3

3,808.0

Financial assets

Cash and cash equivalents

Cash > 3 months

Restricted cash

Total financial assets

Sensitivity analysis

Derivative financial instruments – Interest rate risk exposure

The Group has cross currency swaps to swap fixed rate U.S. dollar denominated debt of US$48.1m (2021:

US$65m; 2020: US$82m) into a fixed rate euro debt of €38m (2021: €52m; 2020: €65m). As at March 31, 2022 the

hedged euro fixed interest rate varies between 1.54% to 1.79% depending on the various tranches.

Based on the levels of and composition of year-end interest bearing assets and liabilities, including derivatives,

at March 31, 2022, a plus one percentage point movement in interest rates would result in a respective decrease of

approximately €19m (net of tax) in net interest income and expense (2021: increase €6m, 2020: increase €38m) and a

minus one percentage point movement in interest rates would result in a respective increase of approximately €33m in

net interest income and expense in the income statement (2021: increase €48m; 2020: decrease €38m) and a nil

increase or decrease in equity (2021: nil; 2020: 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, 2022, the Group had

entered into forward hedging covering approximately 80% of the Group’s estimated fuel exposure for fiscal year 2023

and 5% of the Group’s estimated fuel exposure for fiscal year 2024.

The Group utilizes jet fuel forward contracts and jet fuel call options 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. Jet fuel forward contracts 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. Jet fuel call options are not designated in hedging relationships.

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 to 24 months. The notional amount of these contracts are €913m (2021: €609m;

2020: €2,829m) at an average hedged rate of approximately US$640 per metric tonne. (2021: US$545; 2020: US$588).

187

188

RYANAIR GROUP ANNUAL REPORT 2022

Exposures to interest rate risk

payables and accrued expenses).

The following was the maturity profile of the Group’s financial liabilities (excluding aircraft provisions, trade

The Group holds significant cash balances that are invested on a short-term basis. At March 31, 2022, all of the
Group’s cash and liquid resources attracted a weighted average interest rate of -0.31% (2021: -0.26%; 2020: 0.73%).
Interest rates on cash and liquid resources are generally based on the appropriate EURIBOR or bank rates dependent on
the principal amounts on deposit.

* Includes promissory notes amounting to €226m

At March 31, 2022

Fixed rate

Secured debt

Unsecured debt

Debt

Lease liabilities - right of use

Total fixed rate debt

Floating rate

Secured debt

Unsecured long term debt

Total floating rate debt

Total financial liabilities

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

Weighted

average

rate

(%)

2023

€M

2024

€M

2025

€M

2026

€M

2027 -

2028

€M

Total

€M

2.43%

1.31%

1.35%

2.33%

62.9

1,140.9 *

1,203.8

56.9

52.2

807.7

859.9

51.0

1,260.7

910.9

0.14%

0.75%

0.73%

20.7

—

20.7

—

12.0

47.8

59.8

26.2

86.0

—

750.0

836.0

—

127.1

847.0

1,197.9

4,041.3

847.0

1,197.9

4,168.4

3.1

1.1

138.3

850.1

1,199.0

4,306.7

—

20.7

750.0

770.7

1,281.4

910.9

850.1

1,199.0

5,077.4

Weighted

average

rate

(%)

2022

€M

2023

€M

2024

€M

2025

€M

2.47%

1.46%

1.50%

2.39%

63.5

1,617.4

1,680.9

52.5

61.4

916.2

977.6

53.8

1,733.4

1,031.4

0.70%

45.0

—

45.0

20.7

—

20.7

51.3

808.9

860.2

48.1

908.3

—

1,778.4

1,052.1

908.3

852.9

5,426.8

Weighted

average

rate

(%)

2021

€M

2022

€M

2023

€M

2024

€M

2026 -

2027

€M

Total

€M

—

849.0

3.9

187.5

4,240.5

4,428.0

183.1

852.9

4,611.1

—

65.7

750.0

815.7

2025 -

2026

€M

12.1

50.0

62.1

—

21.2

83.3

—

750.0

—

750.0

833.3

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

11.3

49.0

60.3

24.8

85.1

—

750.0

835.1

52.2

770.2

822.4

—

46.0

868.4

—

0.58%

105.9

45.0

20.7

65.4

876.9

942.3

—

51.6

993.9

63.0

877.5

940.5

—

52.1

992.6

—

45.0

20.7

1,038.9

1,013.3

868.4

2.48%

1.32%

1.42%

2.51%

2.47%

1.19%

0.62%

63.8

34.0

97.8

116.0

75.0

288.8

—

62.6

168.5

457.3

187

Financial assets
Cash and cash equivalents
Cash > 3 months
Restricted cash
Total financial assets

2022
Within
1 year
€M
2,669.0
934.1
22.7
3,625.8

At March 31,
2021
Within
1 year
€M
2,650.7
465.5
34.1
3,150.3

2020
Within
1 year
€M
2,566.4
1,207.2
34.4
3,808.0

Derivative financial instruments – Interest rate risk exposure

The Group has cross currency swaps to swap fixed rate U.S. dollar denominated debt of US$48.1m (2021:
US$65m; 2020: US$82m) into a fixed rate euro debt of €38m (2021: €52m; 2020: €65m). As at March 31, 2022 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, 2022, a plus one percentage point movement in interest rates would result in a respective decrease of
approximately €19m (net of tax) in net interest income and expense (2021: increase €6m, 2020: increase €38m) and a
minus one percentage point movement in interest rates would result in a respective increase of approximately €33m in
net interest income and expense in the income statement (2021: increase €48m; 2020: decrease €38m) and a nil
increase or decrease in equity (2021: nil; 2020: 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, 2022, the Group had
entered into forward hedging covering approximately 80% of the Group’s estimated fuel exposure for fiscal year 2023
and 5% of the Group’s estimated fuel exposure for fiscal year 2024.

The Group utilizes jet fuel forward contracts and jet fuel call options 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. Jet fuel forward contracts 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. Jet fuel call options are not designated in hedging relationships.

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 to 24 months. The notional amount of these contracts are €913m (2021: €609m;
2020: €2,829m) at an average hedged rate of approximately US$640 per metric tonne. (2021: US$545; 2020: US$588).

188

RYANAIR GROUP ANNUAL REPORT 2022

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 €nil in fiscal year 2022 (2021: €219m, 2020: €447m)
in relation to jet fuel hedges (€nil in relation to jet fuel swaps, and €nil in relation currency forward contracts). The hedge
ineffectiveness charge in fiscal year 2021 was 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 and UK-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, 2022, the Group had hedged approximately 85% of the Group’s estimated carbon exposure for fiscal year
2023 at approximately €48 per EUA (2021: fiscal year 2022 was 100% hedged at €24) and £75 per UKA (2021: not
applicable).

Sensitivity Analysis

A plus or minus change of 10% in the price of jet fuel at March 31, 2022 would have a -€40m impact (2021: -
€4m) on the income statement (net of tax) if the price fell by 10% and an +€47m impact (2021: +€4m) if the price
increased by 10%. The same movement of 10% in the price of jet fuel at March 31, 2022 would have a -€234m impact
(2021: -€65m) on equity if the price fell by 10% and a +€234m impact (2021: +€65m) if the price increased by 10%.

A plus or minus change of 10% in the price of carbon at March 31, 2022 would have a nil impact (2021: nil) on
the income statement (net of tax) if the price fell by 10% and a nil impact (2021: nil) if the price increased by 10%. The
same movement of 10% in the price of carbon at March 31, 2022 would have a -€26m impact (2021: nil) on equity if
the price fell by 10% and a +€26m impact (2021: nil) if the price increased by 10%.

Credit risk

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

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

Guarantees

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.

At March 31, 2022, the Group has provided approximately €5,085m (2021: €5,432m; 2020: €4,236m) 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

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.

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 they fall due and to provide adequately

Trade receivables

for contingencies.

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, 2022, approximately €3.6m (2021: €1.0m; 2020: €3.3m) of our total accounts receivable balance

were past due, of which €nil (2021: €nil; 2020: €nil) was impaired and €3.6m (2021: €1.0m; 2020: €3.3m) was
considered past due but not impaired for which the expected credit loss was considered immaterial

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, 2022 of €3,626m (2021:

€3,150m; 2020: €3,808m). During the year, the Group had a net cash outflows of €957m in relation to property, plant and

equipment (2021: inflows of €195m; 2020: outflow of €579m). Cash generated from operations has been the principal

189

190

RYANAIR GROUP ANNUAL REPORT 2022

In these hedging relationships the main sources of ineffectiveness are changes in the timing of the hedged

Cash and cash equivalents

transactions. The Group recorded a hedge ineffectiveness charge of €nil in fiscal year 2022 (2021: €219m, 2020: €447m)

in relation to jet fuel hedges (€nil in relation to jet fuel swaps, and €nil in relation currency forward contracts). The hedge

ineffectiveness charge in fiscal year 2021 was 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 and UK-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

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
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.

March 31, 2022, the Group had hedged approximately 85% of the Group’s estimated carbon exposure for fiscal year

Derivatives

2023 at approximately €48 per EUA (2021: fiscal year 2022 was 100% hedged at €24) and £75 per UKA (2021: not

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.

A plus or minus change of 10% in the price of jet fuel at March 31, 2022 would have a -€40m impact (2021: -

Guarantees

At March 31, 2022, the Group has provided approximately €5,085m (2021: €5,432m; 2020: €4,236m) 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 they 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, 2022 of €3,626m (2021:
€3,150m; 2020: €3,808m). During the year, the Group had a net cash outflows of €957m in relation to property, plant and
equipment (2021: inflows of €195m; 2020: outflow of €579m). Cash generated from operations has been the principal

189

190

applicable).

Sensitivity Analysis

Credit risk

and guarantees.

Trade receivables

€4m) on the income statement (net of tax) if the price fell by 10% and an +€47m impact (2021: +€4m) if the price

increased by 10%. The same movement of 10% in the price of jet fuel at March 31, 2022 would have a -€234m impact

(2021: -€65m) on equity if the price fell by 10% and a +€234m impact (2021: +€65m) if the price increased by 10%.

A plus or minus change of 10% in the price of carbon at March 31, 2022 would have a nil impact (2021: nil) on

the income statement (net of tax) if the price fell by 10% and a nil impact (2021: nil) if the price increased by 10%. The

same movement of 10% in the price of carbon at March 31, 2022 would have a -€26m impact (2021: nil) on equity if

the price fell by 10% and a +€26m impact (2021: nil) if the price increased by 10%.

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

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, 2022, approximately €3.6m (2021: €1.0m; 2020: €3.3m) of our total accounts receivable balance

were past due, of which €nil (2021: €nil; 2020: €nil) was impaired and €3.6m (2021: €1.0m; 2020: €3.3m) was

considered past due but not impaired for which the expected credit loss was considered immaterial

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2021

Long and short term debt and leases:

- Fixed rate debt: 1.40%

- Floating rate debt: 0.70%

- Lease liabilities

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

Derivative financial instruments

- Currency forward contracts

- Commodity forward contracts

Trade payables

Accrued expenses

Total at March 31, 2020

Total

Carrying Contractual

Value Cash Flows

2022

2023

2024 2025 Thereafter

€M

4,428.0

4,646.7

1,746.7

1,022.8

894.2

85.1

897.9

815.7

183.1

834.4

189.0

50.8

56.3

26.5

54.6

5.7

751.4

49.7

24.5

—

3.9

5,426.8

5,670.1

1,853.8

1,103.9

949.6

861.0

901.8

65.8

3,181.9

2,718.7

428.7

8.9

22.9

(3,117.2)

(2,662.8)

(418.7)

(9.1)

(23.8)

19.8

515.9

887.3

19.8

515.9

887.3

19.8

336.0

887.3

130.0

26.8

23.1

—

2.7

(2.8)

—

6,915.6

7,157.8

3,152.8

1,243.9

976.2

883.2

901.7

Total

Carrying Contractual

Value Cash Flows

2021

2022

2023

2024 Thereafter

€M

2,981.1

3,089.8

253.8

980.6

961.1

832.0

984.2

245.9

1,006.5

174.6

245.9

75.0

50.1

51.6

25.7

4.9

52.1

46.0

4,211.2

4,342.2

503.4

1,082.3

1,038.9

882.9

62.3

751.2

21.2

834.7

2.2

1,228.3

1,368.2

1,553.1

8,363.0

2.2

—

1,228.3

1,047.8

180.5

1,368.2

1,553.1

—

8,494.0

4,474.7

1,262.8

1,038.9

882.9

834.7

The interest payments on floating rate debt in the table above reflect market forward interest rates at the

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

significantly earlier, or for significantly different amounts.

source for these cash requirements, during the year, supplemented primarily by general corporate purposes debt capital
market issuance of €1,200m. The Group repaid the HMT and Bank of England CCFF facility of £600m. During the year,
the Group funded €nil in share buybacks (2021: €nil; 2020: €581m).

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 2023.

At March 31, 2022, the Group had total borrowings of €5,077m (2021: €5,427m; 2020: €4,211m), including
capitalized leases (under IFRS 16) of €138m (2021: €183m; 2020: €246m) from various financial institutions and the
debt capital markets. Financing for the acquisition of 50 Boeing 737-800NG aircraft (2021: 66; 2020: 89) was 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, with a cumulative amount of
€3,650m, a €750m unsecured syndicate bank loan, and 29 aircraft held under operating 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 estimated 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.

Total

At March 31, 2022
Long and short term debt and leases:
- Fixed rate debt: 1.35%
- Floating rate debt: 0.73%
- Lease liabilities

Derivative financial instruments
- Currency forward contracts – outflows
- Currency forward contracts – inflows
- Commodity forward contracts
Trade payables
Accrued expenses
Total at March 31, 2022

Carrying Contractual
Value Cash Flows

€M

2023
€M

2024
€M

2025 2026 Thereafter
€M

€M

4,168.4
770.7
138.3
5,077.4

31.0
—
7.6
1,078.2
953.0
7,147.2

4,341.5
783.5
142.0
5,267.0

1,260.1
26.4
59.2
1,345.7

904.8
5.7
52.2
962.7

95.1
751.4
26.6

872.2
—
3.0
873.1 875.2

496.8
463.7
7.6
1,078.2
953.0
8,266.3

496.8
463.7
7.6
1,029.0
953.0
4,295.8

—
—
—
49.2
—
1,011.9

—
—
—
—
—

—
—
—
—
—
873.1 875.2

1,209.3
—
1.0
1,210.3

—
—
—
—
—
1,210.3

191

192

RYANAIR GROUP ANNUAL REPORT 2022

source for these cash requirements, during the year, supplemented primarily by general corporate purposes debt capital

market issuance of €1,200m. The Group repaid the HMT and Bank of England CCFF facility of £600m. During the year,

the Group funded €nil in share buybacks (2021: €nil; 2020: €581m).

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 2023.

At March 31, 2022, the Group had total borrowings of €5,077m (2021: €5,427m; 2020: €4,211m), including

capitalized leases (under IFRS 16) of €138m (2021: €183m; 2020: €246m) from various financial institutions and the

debt capital markets. Financing for the acquisition of 50 Boeing 737-800NG aircraft (2021: 66; 2020: 89) was 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, with a cumulative amount of

€3,650m, a €750m unsecured syndicate bank loan, and 29 aircraft held under operating 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 estimated 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, 2022

Long and short term debt and leases:

- Fixed rate debt: 1.35%

- Floating rate debt: 0.73%

- Lease liabilities

Derivative financial instruments

- Currency forward contracts – outflows

- Currency forward contracts – inflows

- Commodity forward contracts

Trade payables

Accrued expenses

Total at March 31, 2022

Total

Carrying Contractual

Value Cash Flows

2023

2024

2025 2026 Thereafter

€M

4,168.4

4,341.5

1,260.1

904.8

95.1

872.2

1,209.3

770.7

138.3

783.5

142.0

26.4

59.2

5.7

751.4

52.2

26.6

—

3.0

—

1.0

5,077.4

5,267.0

1,345.7

962.7

873.1 875.2

1,210.3

31.0

—

7.6

496.8

463.7

7.6

496.8

463.7

7.6

1,078.2

1,029.0

49.2

953.0

—

7,147.2

8,266.3

4,295.8

1,011.9

873.1 875.2

1,210.3

At March 31, 2021
Long and short term debt and leases:
- Fixed rate debt: 1.40%
- Floating rate debt: 0.70%
- Lease liabilities

At March 31, 2020
Long term debt and leases:
- Fixed rate debt 1.42%
- Floating rate debt 0.62%
- Lease liabilities

Derivative financial instruments
- Currency forward contracts
- Commodity forward contracts
Trade payables
Accrued expenses
Total at March 31, 2020

Total

Carrying Contractual
Value Cash Flows

€M

2022
€M

2023
€M

2024 2025 Thereafter
€M

€M

4,428.0
815.7
183.1
5,426.8

65.8

19.8
515.9
887.3
6,915.6

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

894.2
5.7
49.7
949.6

85.1
751.4
24.5
861.0

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

8.9
(9.1)
—
26.8
—
976.2

22.9
(23.8)
—
23.1
—
883.2

897.9
—
3.9
901.8

2.7
(2.8)
—
—
—
901.7

Total

Carrying Contractual
Value Cash Flows

€M

2021
€M

2022
€M

2023
€M

2024 Thereafter
€M

€M

2,981.1
984.2
245.9
4,211.2

2.2
1,228.3
1,368.2
1,553.1
8,363.0

3,089.8
1,006.5
245.9
4,342.2

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

832.0
4.9
46.0
882.9

2.2
1,228.3
1,368.2
1,553.1
8,494.0

2.2
1,047.8
1,368.2
1,553.1
4,474.7

—
180.5
—
—
1,262.8

—
—
—
—
1,038.9

—
—
—
—
882.9

62.3
751.2
21.2
834.7

—
—
—
—
834.7

The interest payments on floating rate debt in the table above reflect market forward interest rates at the
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
significantly earlier, or for significantly different amounts.

191

192

RYANAIR GROUP ANNUAL REPORT 2022

(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 years ending March 31, 2022 and 2021 compared to what was originally
expected.

The gross amounts at the reporting date relating to items designated as hedged items were as follows:

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

At March 31,
2021
€M

2022
€M

337.5
105.6
—

170.1
(27.0)
5.4

2020
€M

495.3
166.2
—

4.5

3.0

8.0

** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

*Deferred taxes included in Hedge reserve were €150m

948.7
1,396.3

(19.8)
131.7

(1,228.3)
(558.8)

At March 31,
2021
€M

2020
€M

356.7
210.6
(5.4)

(170.8)
131.0
—

2022
€M

(129.8)
(110.5)
9.6

(1.4)

5.1

(3.8)

(788.8)
(1,020.9)

(1,108.5)
(541.5)

271.9
228.3

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

Gross cashflow hedge reserve

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

Gross cashflow hedge reserve

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

* Deferred taxes included in Hedge reserve were €5m

** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

* Deferred taxes included in Hedge reserve were €52m

** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

At March 31, 2022

Continuing Balance

hedges

remaining

Total

72.6

1,445.1

At March 31, 2021

Continuing Balance

hedges

remaining

Total

€M

322.5

105.6

—

(4.3)

948.7

1,372.5

€M

139.7

(10.6)

5.4

(6.1)

(14.0)

114.4

€M

72.6

—

€M

102.3

—

102.3

€M

395.1

105.6

—

(4.3)

948.7

€M

242.0

(10.6)

5.4

(6.1)

(14.0)

216.7

At March 31, 2020

Continuing Balance

hedges

remaining

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)

193

194

RYANAIR GROUP ANNUAL REPORT 2022

(d)

Derivative financial instruments – Designated as cash flow hedges

At March 31, 2022

The gross amounts at the reporting date relating to items designated as hedged items were as follows:

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 years ending March 31, 2022 and 2021 compared to what was originally

expected.

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

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

Change in gross value used for calculating hedge ineffectiveness:

At March 31,

2022

€M

2021

€M

2020

€M

337.5

105.6

—

170.1

(27.0)

5.4

495.3

166.2

—

4.5

3.0

8.0

948.7

(19.8)

(1,228.3)

1,396.3

131.7

(558.8)

At March 31,

2022

€M

2021

€M

2020

€M

(129.8)

(110.5)

9.6

356.7

210.6

(5.4)

(170.8)

131.0

—

(1.4)

5.1

(3.8)

(788.8)

(1,108.5)

(1,020.9)

(541.5)

271.9

228.3

*Deferred taxes included in Hedge reserve were €150m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

hedges

Continuing Balance
remaining
**
€M

€M

322.5
105.6
—

72.6
—
—

Total

€M

395.1
105.6
—

(4.3)

—

(4.3)

948.7
1,372.5

—
72.6

948.7
1,445.1

At March 31, 2021

hedges

Continuing Balance
remaining
**
€M

€M

Total

€M

* Deferred taxes included in Hedge reserve were €5m
** Balance remaining in the cashflow hedge reserve for which hedge accounting is no longer applied

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

At March 31, 2020

hedges

Continuing Balance
remaining
**
€M

€M

Total

€M

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

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

193

194

RYANAIR GROUP ANNUAL REPORT 2022

Movement in derivative financial instruments designated as hedging instruments were as follows:

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:

Reclassification adjustments for (gains)/losses recognized in fuel and oil operating

Commodity forward contracts

expenses

Interest rate swaps

Reclassification adjustments for losses recognized in finance expense

0.1

0.2

Foreign currency forward contracts

Reclassification adjustments for losses/(gains) recognized in fuel and oil operating

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

expenses

the year:

At March 31,

2022

€M

2021

€M

2020

€M

176.5

(263.5)

(254.8)

7.4

5.2

(7.0)

184.0

(258.2)

(261.6)

At March 31,

2022

2021

2020

€M

78.1

5.0

—

Foreign currency forward contracts

Recognized in property plant and equipment – aircraft additions

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.

At March 31, 2022
Change in Hedge ineffectiveness Reclassified from
hedging reserve
fair value
to profit or
recognized
loss**
in OCI
€M
€M

profit or loss*
€M

recognized in

129.8
110.5
(9.6)

1.4

788.8
1,020.9

—
—
—

—

—
—

—
3.2
4.2

0.1

176.5
184.0

At March 31, 2021
Change in Hedge ineffectiveness Reclassified from
hedging reserve
fair value
to profit or
recognized
loss**
in OCI
€M
€M

profit or loss*
€M

recognized in

(356.7)
(210.6)
5.4

(5.1)

1,108.5
541.5

38.4
(57.1)
—

—

(153.1)
(171.8)

—
5.2
—

0.1

(263.5)
(258.2)

At March 31, 2020
Change in Hedge ineffectiveness Reclassified from
hedging reserve
fair value
to profit or
recognized
loss**
in OCI
€M
€M

profit or loss*
€M

recognized in

170.8
(131.0)

3.8

(271.9)
(228.3)

40.0
69.2

—

(516.4)
(407.2)

—
(7.0)

0.2

(254.8)
(261.6)

* Hedge ineffectiveness is classified within “Finance Expense” on the Consolidated Income Statement
** Reclassified from hedging reserve to income statement – Fuel & Oil Foreign Currency & Commodity are reclassified in Fuel and Oil;
Variable rate instruments are reclassified to Finance expense

195

196

RYANAIR GROUP ANNUAL REPORT 2022

Movement in derivative financial instruments designated as hedging instruments were as follows:

At March 31, 2022

Change in Hedge ineffectiveness Reclassified from

fair value

recognized in

hedging reserve

recognized

in OCI

€M

profit or loss*

€M

to profit or

loss**

€M

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 losses recognized in finance expense
Foreign currency forward contracts
Reclassification adjustments for losses/(gains) recognized in fuel and oil operating
expenses

2022
€M

At March 31,
2021
€M

2020
€M

176.5

(263.5)

(254.8)

0.1

0.2

7.4
184.0

5.2
(258.2)

(7.0)
(261.6)

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

2022
€M

At March 31,
2021
€M

2020
€M

78.1
78.1

5.0
5.0

—
—

At March 31, 2020

Change in Hedge ineffectiveness Reclassified from

fair value

recognized in

hedging reserve

recognized

in OCI

€M

profit or loss*

€M

to profit or

loss**

€M

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.

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

Total movement in derivative 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

Total movement in derivative instruments

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

Total movement in derivative instruments

At March 31, 2021

Change in Hedge ineffectiveness Reclassified from

fair value

recognized in

hedging reserve

recognized

in OCI

€M

profit or loss*

€M

to profit or

loss**

€M

129.8

110.5

(9.6)

1.4

788.8

1,020.9

(356.7)

(210.6)

5.4

(5.1)

1,108.5

541.5

170.8

(131.0)

3.8

(271.9)

(228.3)

—

38.4

(57.1)

—

(153.1)

(171.8)

40.0

69.2

—

(516.4)

(407.2)

—

3.2

4.2

0.1

176.5

184.0

—

5.2

—

0.1

(263.5)

(258.2)

—

(7.0)

0.2

(254.8)

(261.6)

* Hedge ineffectiveness is classified within “Finance Expense” on the Consolidated Income Statement

** Reclassified from hedging reserve to income statement – Fuel & Oil Foreign Currency & Commodity are reclassified in Fuel and Oil;

Variable rate instruments are reclassified to Finance expense

195

196

RYANAIR GROUP ANNUAL REPORT 2022

2022
> 1 Year
Within
1 Year
(non—
(current) current) Total
€M
€M
€M

At March 31,
2021
> 1 Year
Within
1 Year
(non—
(current) current) Total
€M
€M
€M

2020
> 1 Year
Within
1 Year
(non—
(current) current) Total
€M
€M
€M

13. Deferred and current taxation

The components of the deferred and current taxation in the balance sheet are as follows:

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

2,082.4 2,097.9 4,180.3 1,632.7 1,935.7 3,568.4 1,519.8 2,763.7
— 1,312.0
2,151.8
—
—
—

— 2,151.8 1,202.2
695.3
—
—

— 1,202.2
695.3
—

4,283.5
1,312.0
—

313.7
(31.0)
282.7

160.4
—
160.4

474.1
(31.0)
443.1

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

Tax losses and temporary differences on property, plant and equipment

Variable—rate instruments

12.1

31.4

43.5

13.4

38.2

51.6

64.8

—

64.8

Total fair value for all interest rate risk related
derivative instruments
— Within derivative financial assets

Commodity price risk notional amounts for
effective hedges

1.9

2.5

4.4

1.0

2.0

3.0

2.0

6.0

8.0

Total deferred tax liabilities

Temporary differences on property, plant and equipment, derivatives and pensions

Fuel and carbon operating expenses

1,901.0

154.6 2,055.6

577.6

—

577.6

—

672.7

Total fair value for all commodity fuel & carbon
related derivative instruments:

— Within derivative financial assets
— Within derivative financial liabilities

Fair values as reported in the consolidated
balance sheet

934.1
(7.5)
926.6

22.2
—
22.2

956.3
(7.5)
948.8

—
(19.8)
(19.8)

—
—
—

—

—
(19.8) (1,047.8)
(19.8) (1,047.8)

—

—
(180.5) (1,230.5)
(180.5) (1,230.5)

Reconciliation of current tax

Liability/(asset) at beginning of year

Corporation tax (credit)/charge in year

Tax received/(paid)

Liability/(asset) at end of year

Derivative financial assets
Derivative financial liabilities

1,400.4
(38.6)

185.1 1,585.5
(38.6)

—

106.0
(79.2)

111.3
(6.4)

217.3
293.2
(85.6) (1,050.0)

378.5
671.7
(180.5) (1,230.5)

Current tax assets

Corporation tax assets

Total current tax assets

Current tax liabilities

Corporation tax liabilities

Total current tax liabilities

Deferred tax assets

Total deferred tax assets

Deferred tax liabilities

Total tax liabilities (net)

At March 31,

2022

€M

2021

€M

2020

€M

—

44.5

47.7

48.1

—

(42.3)

(14.0)

(53.6)

266.5

272.4

353.5

271.9

306.5

255.4

At March 31,

2022

€M

2021

€M

2020

€M

48.1

(9.9)

9.5

47.7

(44.5)

5.5

87.1

48.1

31.6

44.4

(120.5)

(44.5)

At March 31,

2022

€M

2021

€M

2020

€M

258.4

145.0

299.9

57.6

417.4

(94.7)

(179.2)

224.2

(99.1)

258.4

(22.8)

299.9

185.1 1,393.7

72.3

98.1

170.4

184.0

378.5

562.5

—

41.2

33.7

46.9

109.2

—

109.2

Reconciliation of deferred tax

Net liability at beginning of year

Temporary differences on derivatives hedging instruments

Temporary differences on property, plant and equipment, net operating losses and other non-

—

150.6
185.1 1,585.5

—
106.0

—
111.3

—
217.3

—
293.2

—
378.5

—
671.7

derivative items

Net liability at end of year

— Designated as continuing cash flow hedges 1,208.6
— Where hedge accounting is no longer
applied
— Designated as fair value financial
instruments

Derivative financial assets analyzed between
those:

150.6
1,400.4

41.2

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

(7.5)

—

(7.5)

(36.9)

(0.6)

(37.5)

(533.5)

(180.5)

(714.0)

—

(22.4)

—

(22.4)

(516.5)

—

(516.5)

(31.1)
(38.6)

—
—

(31.1)
(38.6)

(19.9)
(79.2)

(5.8)
(6.4)

(25.7)
—
(85.6) (1,050.0)

—

—
(180.5) (1,230.5)

197

198

RYANAIR GROUP ANNUAL REPORT 2022

2022

At March 31,

2021

Within

> 1 Year

Within

> 1 Year

Within

> 1 Year

1 Year

(non—

1 Year

(non—

1 Year

(non—

(current) current) Total

€M

Variable—rate instruments

12.1

31.4

43.5

13.4

38.2

51.6

64.8

—

64.8

— Within derivative financial assets

1.9

2.5

4.4

1.0

2.0

3.0

2.0

6.0

8.0

Fuel and carbon operating expenses

1,901.0

154.6 2,055.6

577.6

—

577.6

—

672.7

— Within derivative financial assets

934.1

22.2

956.3

—

— Within derivative financial liabilities

(7.5)

—

(7.5)

(19.8)

(19.8) (1,047.8)

(180.5) (1,230.5)

926.6

22.2

948.8

(19.8)

(19.8) (1,047.8)

(180.5) (1,230.5)

—

1,400.4

185.1 1,585.5

106.0

111.3

217.3

293.2

378.5

671.7

(38.6)

—

(38.6)

(79.2)

(6.4)

(85.6) (1,050.0)

(180.5) (1,230.5)

Interest rate risk notional amounts for effective

hedges

Total fair value for all interest rate risk related

derivative instruments

Commodity price risk notional amounts for

effective hedges

Total fair value for all commodity fuel & carbon

related derivative instruments:

Fair values as reported in the consolidated

balance sheet

Derivative financial assets

Derivative financial liabilities

Derivative financial assets analyzed between

those:

— Where hedge accounting is no longer

applied

instruments

— Designated as fair value financial

Derivative financial liabilities analyzed between

those:

— Where hedge accounting is no longer

applied

instruments

— Designated as fair value financial

— Designated as continuing cash flow hedges

(7.5)

—

(7.5)

(36.9)

(0.6)

(37.5)

(533.5)

(180.5)

(714.0)

—

(22.4)

—

(22.4)

(516.5)

—

(516.5)

(31.1)

(38.6)

—

(31.1)

(19.9)

(38.6)

(79.2)

(5.8)

(6.4)

(25.7)

—

(85.6) (1,050.0)

(180.5) (1,230.5)

197

13. Deferred and current taxation

2020

The components of the deferred and current taxation in the balance sheet are as follows:

Foreign currency risk notional amounts

for effective hedges

PP&E — aircraft additions

Fuel and oil operating expenses

2,151.8

— 2,151.8 1,202.2

GBP currency swaps

—

695.3

— 1,202.2

—

695.3

— 1,312.0

1,312.0

—

2,082.4 2,097.9 4,180.3 1,632.7 1,935.7 3,568.4 1,519.8 2,763.7

4,283.5

— Within derivative financial assets

313.7

160.4

474.1

104.9

109.4

214.3

291.2

372.5

663.7

— Within derivative financial liabilities

(31.0)

—

(31.0)

(59.4)

(6.4)

(65.8)

(2.2)

—

(2.2)

282.7

160.4

443.1

45.5

103.0

148.5

289.0

372.5

661.5

Current tax assets
Corporation tax assets
Total current tax assets

Current tax liabilities
Corporation tax liabilities
Total current tax liabilities

Deferred tax assets
Tax losses and temporary differences on property, plant and equipment
Total deferred tax assets

Deferred tax liabilities
Temporary differences on property, plant and equipment, derivatives and pensions
Total deferred tax liabilities

Total tax liabilities (net)

Reconciliation of current tax

Liability/(asset) at beginning of year
Corporation tax (credit)/charge in year
Tax received/(paid)
Liability/(asset) at end of year

— Designated as continuing cash flow hedges 1,208.6

185.1 1,393.7

72.3

98.1

170.4

184.0

378.5

562.5

41.2

—

41.2

33.7

46.9

109.2

—

109.2

150.6

—

150.6

—

1,400.4

185.1 1,585.5

106.0

111.3

217.3

293.2

378.5

671.7

Reconciliation of deferred tax

Net liability at beginning of year
Temporary differences on derivatives hedging instruments
Temporary differences on property, plant and equipment, net operating losses and other non-
derivative items
Net liability at end of year

At March 31,
2021
€M

2022
€M

2020
€M

—
—

44.5
44.5

47.7
47.7

48.1
48.1

—
—

(42.3)
(42.3)

(14.0)
(14.0)

(53.6)
(53.6)

266.5
266.5

272.4
272.4

353.5
353.5

271.9

306.5

255.4

At March 31,
2021
€M

2022
€M

2020
€M

48.1
(9.9)
9.5
47.7

(44.5)
5.5
87.1
48.1

31.6
44.4
(120.5)
(44.5)

At March 31,
2021
€M

2020
€M

2022
€M

258.4
145.0

299.9
57.6

417.4
(94.7)

(179.2)
224.2

(99.1)
258.4

(22.8)
299.9

198

RYANAIR GROUP ANNUAL REPORT 2022

The components of the tax expense in the income statement were as follows:

The principal components of net deferred tax at each year-end were:

Corporation tax (credit)/charge
Deferred tax credit relating temporary differences on property, plant and equipment, net operating
losses and other non-derivative items

Year ended
March 31,
2021
€M

2020
€M

2022
€M

(9.8)

5.5

44.4

(179.2)
(189.0)

(99.1)
(93.6)

(22.8)
21.6

Arising on designated hedging instruments

Property, plant and equipment

Net operating losses

IFRS 15 transition adjustment

Right of use assets and lease liabilities

Other

Total

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 subject to other tax rates
Valuation adjustments on deferred tax assets
Other movements
Total effective rate of taxation on (loss)/profits

Year ended
March 31,
2021
%
(12.5)
(0.7)
4.8 **
—
(8.4)

2022
%
(12.5)
(21.3)
(11.1) *
1.0
(43.9)

2020
%
12.5
(9.3)
—
—
3.2

* In the wake of the Covid-19 pandemic and in light of improved trading conditions, the Company determined that it is probable that sufficient near-term
taxable profits will be available against which deductible temporary differences related to property, plant and equipment held by subsidiary companies
can be utilized. On foot of this determination, the Group has recognized a deferred tax asset in respect of these deductible temporary differences.
** The Company has not recognized a deferred tax asset in respect of historic losses in LaudaMotion.

14. Provisions

The deferred tax movement per each type of temporary difference is detailed below:

Deferred tax assets are recognized on the basis that it is probable that sufficient future near-term profits will be

available against which deductible temporary differences and losses carried forward may be utilized. At March 31, 2022

and in the wake of the Covid-19 pandemic, the Group carried out a review of the recoverability of its deductible temporary

differences and determined that deferred tax assets should be recognized for all such differences. This included the

recognition of a net deferred tax asset of approximately €50m in respect of deductible temporary differences on

property, plant and equipment in subsidiary companies, for which a deferred tax asset had not previously been

recognized. The Group has not recognized a deferred tax asset of €54m in respect of historic trading losses of

LaudaMotion.

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 Group’s trading subsidiaries are resident in

countries with which Ireland has concluded double taxation agreements.

Property, plant and equipment
IFRS 15 transition adjustment
Right of use assets & lease liabilities
Net operating losses
Other
Deferred tax credit

Year ended March 31,
2021
€M

2022
€M

2020
€M

(149.7)
7.1
—
(40.5)
3.9
(179.2)

(21.9)
7.1
0.6
(85.0)
0.1
(99.1)

(14.4)
7.1
(1.1)
(10.4)
(4.0)
(22.8)

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

At March 31,

2022

€M

149.8

261.7

(180.2)

(7.1)

—

2021

€M

4.8

411.3

(139.6)

(14.2)

—

(3.9)

2020

€M

(52.8)

433.2

(54.6)

(21.3)

(0.6)

(4.0)

224.2

258.4

299.9

At March 31,

2022

€M

98.8

4.5

103.3

2021

€M

53.2

4.5

57.7

2020

€M

75.4

4.5

79.9

At March 31,

2022

€M

2021

€M

53.2

55.6

(10.0)

98.8

75.4

37.3

(59.5)

53.2

2020

€M

130.7

23.2

(78.5)

75.4

Deferred tax applicable to items charged or credited to other comprehensive income were as follows:

During fiscal year 2022, the Company returned 3 Boeing 737 (2021: 11) aircraft held under lease to the lessors.

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

At March 31,
2021
€M
124.5
0.2
(24.4)
(42.7)
57.6

2022
€M
117.7
2.7
—
24.1
144.5

2020
€M

(9.4)
—
(53.5)
(31.8)
(94.7)

199

200

RYANAIR GROUP ANNUAL REPORT 2022

The components of the tax expense in the income statement were as follows:

The principal components of net deferred tax at each year-end were:

Corporation tax (credit)/charge

losses and other non-derivative items

Deferred tax credit relating temporary differences on property, plant and equipment, net operating

Year ended

March 31,

2022

€M

2021

€M

2020

€M

(9.8)

5.5

44.4

(179.2)

(189.0)

(99.1)

(93.6)

(22.8)

21.6

Arising on designated hedging instruments
Property, plant and equipment
Net operating losses
IFRS 15 transition adjustment
Right of use assets and lease liabilities
Other
Total

At March 31,
2021
€M

4.8
411.3
(139.6)
(14.2)
—
(3.9)
258.4

2022
€M
149.8
261.7
(180.2)
(7.1)
—
—
224.2

2020
€M
(52.8)
433.2
(54.6)
(21.3)
(0.6)
(4.0)
299.9

Deferred tax assets are recognized on the basis that it is probable that sufficient future near-term profits will be
available against which deductible temporary differences and losses carried forward may be utilized. At March 31, 2022
and in the wake of the Covid-19 pandemic, the Group carried out a review of the recoverability of its deductible temporary
differences and determined that deferred tax assets should be recognized for all such differences. This included the
recognition of a net deferred tax asset of approximately €50m in respect of deductible temporary differences on
property, plant and equipment in subsidiary companies, for which a deferred tax asset had not previously been
recognized. The Group has not recognized a deferred tax asset of €54m in respect of historic trading losses of
LaudaMotion.

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 Group’s trading subsidiaries are resident in
countries with which Ireland has concluded double taxation agreements.

* In the wake of the Covid-19 pandemic and in light of improved trading conditions, the Company determined that it is probable that sufficient near-term

taxable profits will be available against which deductible temporary differences related to property, plant and equipment held by subsidiary companies

can be utilized. On foot of this determination, the Group has recognized a deferred tax asset in respect of these deductible temporary differences.

** The Company has not recognized a deferred tax asset in respect of historic losses in LaudaMotion.

14. Provisions

The deferred tax movement per each type of temporary difference is detailed below:

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

2022
€M

98.8
4.5
103.3

At March 31,
2021
€M

53.2
4.5
57.7

2020
€M

75.4
4.5
79.9

2022
€M

53.2
55.6
(10.0)
98.8

At March 31,
2021
€M

75.4
37.3
(59.5)
53.2

2020
€M
130.7
23.2
(78.5)
75.4

Deferred tax applicable to items charged or credited to other comprehensive income were as follows:

During fiscal year 2022, the Company returned 3 Boeing 737 (2021: 11) aircraft held under lease to the lessors.

200

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 subject to other tax rates

Valuation adjustments on deferred tax assets

Other movements

Total effective rate of taxation on (loss)/profits

Property, plant and equipment

IFRS 15 transition adjustment

Right of use assets & lease liabilities

Net operating losses

Other

Deferred tax credit

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

199

Year ended

March 31,

2022

2021

2020

(12.5)

(21.3)

(11.1) *

1.0

(43.9)

(12.5)

(0.7)

4.8 **

—

(8.4)

12.5

(9.3)

—

3.2

Year ended March 31,

2022

€M

2021

€M

2020

€M

(149.7)

(21.9)

7.1

—

(40.5)

3.9

(179.2)

7.1

0.6

(85.0)

0.1

(99.1)

(14.4)

7.1

(1.1)

(10.4)

(4.0)

(22.8)

At March 31,

2022

€M

117.7

2.7

—

24.1

144.5

2021

€M

124.5

0.2

(24.4)

(42.7)

57.6

2020

€M

(9.4)

—

(53.5)

(31.8)

(94.7)

RYANAIR GROUP ANNUAL REPORT 2022

The expected timing of the outflows of economic benefits associated with the provision at March 31, 2022,

(b)

Share premium account

2021 and 2020 are as follows:

At March 31, 2022
Provision for leased aircraft maintenance

98.8

9.2

23.3

56.7

9.6

—

Balance at end of year

Carrying
Value 2023
€M

€M

2024
€M

2025
€M

2026
€M

Thereafter

€M

At March 31,

2022

€M

1,161.6

46.8

119.8

2021

€M

738.5

423.1

—

1,328.2

1,161.6

2020

€M

719.4

19.1

—

738.5

At March 31, 2021
Provision for leased aircraft maintenance

At March 31, 2020
Provision for leased aircraft maintenance

(b) Provision for pension obligation
At beginning of year
Movement during the year
At end of year

See Note 21 to the consolidated financial statements for further details.

15. 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 partly paid:

1,089,181,737 ordinary equity shares of 0.600 euro cent each
1,128,062,028 ordinary equity shares of 0.600 euro cent each
1,134,528,528 ordinary equity shares of 0.600 euro cent each

Carrying
Value 2022
€M

€M

2023
€M

2024
€M

2025
€M

Thereafter

€M

53.2

10.3

4.1

11.5

24.3

3.0

Carrying
Value 2021
€M

€M

2022
€M

2023
€M

2024
€M

Thereafter

€M

75.4

43.3

12.1

3.2

5.9

10.9

Balance at beginning of year

Net proceeds from shares issued

Share premium receivable on shares issued

(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 approximately 0.9m cumulative

conditional ordinary shares granted under LTIP 2019 at March 31, 2022.

Details of the share options outstanding are set out below:

Weighted Avg.

Options

Exercise

Price (€)

39.8

—

(2.0)

(3.0)

34.8

—

(1.2)

(3.6)

30.0

—

(0.7)

(6.5)

22.8

9.38

—

12.47

6.31

9.57

—

11.56

6.42

9.83

—

12.98

7.23

10.57

The mid-market price of Ryanair Holdings plc’s ordinary shares on Euronext Dublin at March 31, 2022 was

€13.59 (2021: €16.55; 2020: €9.33). The highest and lowest prices at which the Company’s shares traded on Euronext

Dublin in fiscal year 2022 were €18.45 and €11.83 respectively (fiscal year 2021 were €17.56 and €8.20 respectively;

fiscal year 2020 were €16.07 and €8.32 respectively). There were 4.3m options exercisable at March 31, 2022 (2021:

10.9m; 2020: nil). The average share price for fiscal year 2022 was €16.08 (2021: €13.01; 2020: €11.77).

There were 6.5m options exercised during fiscal year 2022 (2021: 3.6m; 2020: 3.0m).

2022
€M

At March 31,
2021
€M

4.5
—
4.5

2020
€M

4.9
(0.4)
4.5

2022
€M

At March 31,
2021
€M

2020
€M

9.3
0.7
0.7
10.7

—
—
6.8

9.3
0.7
0.7

10.7

—
6.7
—

9.8
0.7
0.7
11.2

6.5
—
—

Outstanding at March 31, 2019

Outstanding at March 31, 2020

Outstanding at March 31, 2021

Granted

Forfeited

Exercised

Granted

Forfeited

Exercised

Granted

Forfeited

Exercised

Outstanding at March 31, 2022

Movements in the share capital balance year-on-year principally relates to 6.5m new shares issued in fiscal year
2022, following the exercise of share options, (2021: 3.6m; 2020: 3.0m). There were no share buybacks, resulting in no
cancelled shares, in fiscal year 2022 (2021: nil; 2020: 47.2m).

Ordinary equity shares do not confer on the holders thereof the specific right to be paid a dividend out of profits.

201

202

RYANAIR GROUP ANNUAL REPORT 2022

Provision for leased aircraft maintenance

98.8

9.2

23.3

56.7

9.6

—

At March 31, 2022

At March 31, 2021

At March 31, 2020

Carrying

Value 2023

2024

2025

2026

Thereafter

€M

Carrying

Value 2022

2023

2024

2025

Thereafter

€M

Carrying

Value 2021

2022

2023

2024

Thereafter

€M

Provision for leased aircraft maintenance

53.2

10.3

4.1

11.5

24.3

3.0

Provision for leased aircraft maintenance

75.4

43.3

12.1

3.2

5.9

10.9

(b) Provision for pension obligation

At beginning of year

Movement during the year

At end of year

See Note 21 to the consolidated financial statements for further details.

15. 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 partly paid:

1,089,181,737 ordinary equity shares of 0.600 euro cent each

1,128,062,028 ordinary equity shares of 0.600 euro cent each

1,134,528,528 ordinary equity shares of 0.600 euro cent each

At March 31,

2022

€M

2021

€M

2020

€M

4.5

—

4.5

—

4.5

4.9

(0.4)

4.5

At March 31,

2022

€M

2021

€M

2020

€M

10.7

9.3

0.7

—

6.8

9.3

0.7

—

6.7

—

9.8

0.7

11.2

6.5

—

Movements in the share capital balance year-on-year principally relates to 6.5m new shares issued in fiscal year

2022, following the exercise of share options, (2021: 3.6m; 2020: 3.0m). There were no share buybacks, resulting in no

cancelled shares, in fiscal year 2022 (2021: nil; 2020: 47.2m).

Ordinary equity shares do not confer on the holders thereof the specific right to be paid a dividend out of profits.

201

The expected timing of the outflows of economic benefits associated with the provision at March 31, 2022,

(b)

Share premium account

2021 and 2020 are as follows:

Balance at beginning of year
Net proceeds from shares issued
Share premium receivable on shares issued
Balance at end of year

(c)

Share options and share purchase arrangements

2022
€M
1,161.6
46.8
119.8
1,328.2

At March 31,
2021
€M
738.5
423.1
—
1,161.6

2020
€M
719.4
19.1
—
738.5

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 approximately 0.9m cumulative
conditional ordinary shares granted under LTIP 2019 at March 31, 2022.

Details of the share options outstanding are set out below:

Outstanding at March 31, 2019

Granted
Forfeited
Exercised
Outstanding at March 31, 2020

Granted
Forfeited
Exercised
Outstanding at March 31, 2021

Granted
Forfeited
Exercised
Outstanding at March 31, 2022

Share
Options
M

Weighted Avg.

Exercise
Price (€)

39.8

—
(2.0)
(3.0)
34.8

—
(1.2)
(3.6)
30.0

—
(0.7)
(6.5)
22.8

9.38

—
12.47
6.31
9.57

—
11.56
6.42
9.83

—
12.98
7.23
10.57

The mid-market price of Ryanair Holdings plc’s ordinary shares on Euronext Dublin at March 31, 2022 was
€13.59 (2021: €16.55; 2020: €9.33). The highest and lowest prices at which the Company’s shares traded on Euronext
Dublin in fiscal year 2022 were €18.45 and €11.83 respectively (fiscal year 2021 were €17.56 and €8.20 respectively;
fiscal year 2020 were €16.07 and €8.32 respectively). There were 4.3m options exercisable at March 31, 2022 (2021:
10.9m; 2020: nil). The average share price for fiscal year 2022 was €16.08 (2021: €13.01; 2020: €11.77).

There were 6.5m options exercised during fiscal year 2022 (2021: 3.6m; 2020: 3.0m).

202

RYANAIR GROUP ANNUAL REPORT 2022

Reportable segment (loss)/profit after income tax (i)

(641.6)

(18.7)

(155.1)

—

(815.4)

Ryanair DAC

Malta Air

Other Airlines

Elimination

€M

At March 31, 2022

Total

€M

2,652.5

2,148.4

—

(1,784.8)

4,800.9

Reportable segment (loss)/profit after income tax (i)

(354.7)

5.9

(6.2)

—

(355.0)

At March 31, 2022 the range of exercise prices and weighted average remaining contractual life of outstanding

options are shown in the table below.

Vested
Vested
Vested

Vested
Vested
Weighted average

Exercise

price
€
6.25
6.74
8.35
11.12
12.00
12.00
17.55
10.57

No.
options
outstanding
M

Remaining
contractual
life
(years)

0.7
1.0
2.5
17.0
1.5
0.1
0.1
22.8

0.3
0.5
0.6
4.9
2.4
2.4
0.3
3.9

The Company has accounted for its share option and LTIP 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 €9m to
the income statement (2021: €4m; 2020: €7m) 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 options 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 in relation
to share options and three years in relation to LTIP conditional share grants.

16. Other equity reserves

The total share-based payments reserve at March 31, 2022 was approximately €31m (2021: €31m; 2020: €32m).
The treasury reserve amounted to €nil at March 31, 2022 (2021: €nil; 2020: €nil). The total cash-flow hedge reserve
amounted to positive €1,295m at March 31, 2022 (2021: positive €211m; 2020: negative €111m). Further details of the
Group’s derivatives are set out in Note 12 of the consolidated financial statements.

17. Analysis of operating revenues and segmental analysis

The Group determines and presents operating segments based on the information that internally is provided 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.’

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:

203

Scheduled revenue

Ancillary revenue

Inter-segment revenue

Segment revenue

Other segment information:

Depreciation

Finance expense

Capital expenditure

Reportable segment assets

Reportable segment liabilities

Scheduled revenue

Ancillary revenue

Inter-segment revenue

Segment revenue

Other segment information:

Depreciation

Finance expense

Finance income

Capital expenditure

Reportable segment assets

Reportable segment liabilities

Scheduled revenue

Ancillary revenue

Inter-segment revenue

Segment revenue

Other segment information:

Depreciation

Finance expense

Finance income

Capital expenditure

Reportable segment assets

Reportable segment liabilities

Ryanair DAC

Malta Air

Other Airlines

Elimination

€M

At March 31, 2021

11,898.7

6,830.8

86.7

108.3

Ryanair DAC

Malta Air

Other Airlines

Elimination

€M

At March 31, 2020

—

679.4

—

69.6

85.3

—

464.2

—

210.8

—

64.4

67.9

36.4

—

406.9

443.3

(59.3)

(3.6)

(5.0)

248.1

639.9

15.8

—

196.9

212.7

(64.4)

(4.2)

5.1

(33.6)

342.6

742.3

259.9

112.3

187.2

559.4

(55.0)

(4.9)

—

488.3

769.6

—

(1,247.5)

—

(400.4)

—

(719.4)

(91.4)

(1,532.8)

15,149.8

9,604.5

Total

€M

1,036.0

599.8

—

1,635.8

(571.0)

(69.8)

16.0

(376.6)

12,328.0

7,681.4

Total

€M

5,566.2

2,928.6

—

8,494.8

(748.7)

(480.1)

21.4

(1,195.8)

14,747.2

9,832.7

€M

2,616.1

2,148.4

698.5

5,463.0

(660.1)

(87.8)

(1,527.8)

14,832.1

8,879.3

€M

1,020.2

599.8

586.4

2,206.4

(506.6)

(65.6)

10.9

(343.0)

€M

5,306.3

2,816.3

2.4

8,125.0

(693.7)

(475.2)

21.4

(1,195.8)

14,194.5

8,995.2

204

Reportable segment profit/(loss) after income tax (i)

1,097.7

(3.2)

(92.4)

—

1,002.1

(i)

Adjusted loss after tax in the financial year ended March 31, 2022 excludes an exceptional gain of €114M, attributable to the fair value

measurement of jet fuel call options. Adjusted loss after tax in the financial year ended March 31, 2021, excludes a charge of €200m (March 31,

2020: €353m), attributable to a hedge ineffectiveness charge on jet fuel derivative instruments, foreign currency derivative instruments related

to jet fuel, and aircraft delivery delays.

RYANAIR GROUP ANNUAL REPORT 2022

At March 31, 2022 the range of exercise prices and weighted average remaining contractual life of outstanding

options are shown in the table below.

Vested

Weighted average

No.

Remaining

Exercise

options

contractual

price

outstanding

life

(years)

€

6.25

6.74

8.35

11.12

12.00

17.55

10.57

0.7

1.0

2.5

17.0

1.5

0.1

22.8

0.3

0.5

0.6

4.9

2.4

0.3

3.9

The Company has accounted for its share option and LTIP 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 €9m to

the income statement (2021: €4m; 2020: €7m) 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 options 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 in relation

to share options and three years in relation to LTIP conditional share grants.

16. Other equity reserves

The total share-based payments reserve at March 31, 2022 was approximately €31m (2021: €31m; 2020: €32m).

The treasury reserve amounted to €nil at March 31, 2022 (2021: €nil; 2020: €nil). The total cash-flow hedge reserve

amounted to positive €1,295m at March 31, 2022 (2021: positive €211m; 2020: negative €111m). Further details of the

Group’s derivatives are set out in Note 12 of the consolidated financial statements.

17. Analysis of operating revenues and segmental analysis

The Group determines and presents operating segments based on the information that internally is provided 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.’

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:

203

Scheduled revenue
Ancillary revenue
Inter-segment revenue
Segment revenue

Ryanair DAC
€M
2,616.1
2,148.4
698.5
5,463.0

Malta Air
€M

At March 31, 2022
Other Airlines
€M

Elimination
€M

—
—
679.4
679.4

36.4
—
406.9
443.3

—
—
(1,784.8)
(1,784.8)

Total
€M
2,652.5
2,148.4
—
4,800.9

Reportable segment (loss)/profit after income tax (i)

(354.7)

5.9

(6.2)

—

(355.0)

Other segment information:
Depreciation
Finance expense
Capital expenditure

Reportable segment assets
Reportable segment liabilities

Scheduled revenue
Ancillary revenue
Inter-segment revenue
Segment revenue

(660.1)
(87.8)
(1,527.8)

14,832.1
8,879.3

—
—
—

69.6
85.3

(59.3)
(3.6)
(5.0)

248.1
639.9

—
—
—

—
—

Ryanair DAC
€M
1,020.2
599.8
586.4
2,206.4

Malta Air
€M

At March 31, 2021
Other Airlines
€M

—
—
464.2
464.2

15.8
—
196.9
212.7

Elimination
€M

—
—
(1,247.5)
(1,247.5)

(719.4)
(91.4)
(1,532.8)

15,149.8
9,604.5

Total
€M
1,036.0
599.8
—
1,635.8

Reportable segment (loss)/profit 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

Scheduled revenue
Ancillary 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
5,306.3
2,816.3
2.4
8,125.0

Malta Air
€M

At March 31, 2020
Other Airlines
€M

Elimination
€M

—
—
210.8
210.8

259.9
112.3
187.2
559.4

—
—
(400.4)
(400.4)

(571.0)
(69.8)
16.0
(376.6)

12,328.0
7,681.4

Total
€M
5,566.2
2,928.6
—
8,494.8

Reportable segment profit/(loss) after income tax (i)

1,097.7

(3.2)

(92.4)

—

1,002.1

Other segment information:
Depreciation
Finance expense
Finance income
Capital expenditure

Reportable segment assets
Reportable segment liabilities

(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

—
—
—
—

—
—

(748.7)
(480.1)
21.4
(1,195.8)

14,747.2
9,832.7

(i)

Adjusted loss after tax in the financial year ended March 31, 2022 excludes an exceptional gain of €114M, attributable to the fair value
measurement of jet fuel call options. Adjusted loss after tax in the financial year ended March 31, 2021, excludes a charge of €200m (March 31,
2020: €353m), attributable to a hedge ineffectiveness charge on jet fuel derivative instruments, foreign currency derivative instruments related
to jet fuel, and aircraft delivery delays.

204

RYANAIR GROUP ANNUAL REPORT 2022

Year ended

March 31,

2021

€M

438.4

25.0

5.2

3.6

2022

€M

641.1

32.5

7.9

8.6

2020

€M

1,039.4

47.5

13.0

7.0

690.1

472.2

1,106.9

The aggregate payroll costs of these persons were as follows:

Staff and related costs

Social welfare costs

Other pension costs (a)

Share based payments (b)

€5m; 2020: €13m).

rendered.

Government grants and assistance

(a) Costs in respect of defined-contribution benefit plans and other pension arrangements were €8m in 2022 (2021:

(b) In the year ended March 31, 2022 the charge in the income statement of €9m for share based compensation

comprises a charge for the fair value of various share options granted in prior periods and conditional shares granted

under LTIP 2019 in fiscal year 2022, which are being recognized in the income statement in accordance with services

During the year ended March 31, 2022, many European countries in which the Ryanair Group operates continued

to make available payroll support schemes. The Ryanair 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 €82m (2021: €84m) and are offset against staff costs

in the consolidated income statement. Such supports wound down significantly in the second half of fiscal year 2022.

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

extended in March 2021 for a further 12 months at a 0.46% interest rate. In October 2021 the Group repaid the £600M

HMT and Bank of England CCFF in full.

There are no unfulfilled conditions attaching to government assistance at March 31, 2022, 2021 and 2020.

Entity-wide disclosures:

Disaggregation of revenues

The following table disaggregates total 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

2022
€M
564.0
1,188.8
873.8
N/A
229.6
1,944.7
4,800.9

2020
€M
1,782.3
1,522.1
1,107.1
823.3
594.5
2,665.5
8,494.8

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. 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.

18. 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
13,806
1,896
15,702

2022
15,289
1,958
17,247

2020
15,653
2,289
17,942

At March 31, 2022 the Company had a team of 19,116 aviation professionals (2021: 15,016, 2020: 17,268).

205

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RYANAIR GROUP ANNUAL REPORT 2022

The following table disaggregates total 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.

Staff and related costs
Social welfare costs
Other pension costs (a)
Share based payments (b)

The aggregate payroll costs of these persons were as follows:

Year ended
March 31,
2021
€M
438.4
25.0
5.2
3.6
472.2

2022
€M
641.1
32.5
7.9
8.6
690.1

2020
€M
1,039.4
47.5
13.0
7.0
1,106.9

Year ended

March 31,

2021

€M

251.4

377.5

315.7

N/A

81.0

2022

€M

564.0

1,188.8

873.8

N/A

229.6

1,944.7

4,800.9

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

(a) Costs in respect of defined-contribution benefit plans and other pension arrangements were €8m in 2022 (2021:

€5m; 2020: €13m).

(b) In the year ended March 31, 2022 the charge in the income statement of €9m for share based compensation
comprises a charge for the fair value of various share options granted in prior periods and conditional shares granted
under LTIP 2019 in fiscal year 2022, which are being recognized in the income statement in accordance with services
rendered.

Government grants and assistance

During the year ended March 31, 2022, many European countries in which the Ryanair Group operates continued
to make available payroll support schemes. The Ryanair 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 €82m (2021: €84m) and are offset against staff costs
in the consolidated income statement. Such supports wound down significantly in the second half of fiscal year 2022.

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
extended in March 2021 for a further 12 months at a 0.46% interest rate. In October 2021 the Group repaid the £600M
HMT and Bank of England CCFF in full.

There are no unfulfilled conditions attaching to government assistance at March 31, 2022, 2021 and 2020.

Entity-wide disclosures:

Disaggregation of revenues

United Kingdom

Italy

Spain

Germany

Ireland

Other European countries

Total revenue

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. 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.

The average weekly number of staff, including the Executive Director, during the year, analyzed by category, was

18. Staff numbers and costs

as follows:

Flight and cabin crew

Sales, operations, management and administration

Average

Year ended

March 31,

2022

2021

15,289

1,958

17,247

13,806

1,896

15,702

2020

15,653

2,289

17,942

At March 31, 2022 the Company had a team of 19,116 aviation professionals (2021: 15,016, 2020: 17,268).

205

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RYANAIR GROUP ANNUAL REPORT 2022

[

19. Statutory and other information

Directors’ emoluments:
-Fees
-Share based compensation
-Other emoluments
Total Directors’ emoluments

Auditor’s remuneration (including reimbursement of outlay):
- Audit services (i)
- Audit related services
- Tax advisory services (ii)
Total fees

Included within the above total fees, the following fees were payable to other KPMG firms
outside of Ireland:
Audit services (i)
Audit related services
Tax advisory services (ii)
Total fees

Depreciation of owned property, plant and equipment
Depreciation of property, plant and equipment held under leases
Lease charges, principally for aircraft (iii)

Year ended
March 31,
2021
€M

2020
€M

2022
€M

0.6
1.9
1.0
3.5

0.6
0.1
—
0.7

0.1
—
—
0.1

664.8
—
—

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

683.5
5.9
38.2

(i) Audit services comprise audit work performed on the consolidated financial statements, including statutory
financial statements of subsidiary entities. In fiscal year 2022 €1,000 (2021: €1,000; 2020: €1,000) of audit fees
relate to the audit of the Parent Company.

(ii) Tax services include all services, except those services specifically related to the audit of financial statements,
performed by the independent auditor’s tax personnel, supporting tax-related regulatory requirements, and tax
compliance and reporting.

(iii) 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)

Non-cash share based compensation (i)

Year ended
March 31,
2021
€M

0.25
—
0.25
1.78
2.03

2022
€M

0.50
0.48
0.98
1.78
2.76

2020
€M

0.50
0.46
0.96
2.51
3.47

(i) 2020, 2021 and 2022 include €1.78m non-cash, technical accounting charge for 10m unvested share options
granted under the Group CEO’s new 5-year contract in February 2019. The remaining charge in 2020 relates to share
options that vested in 2019.

During the years ended March 31, 2022, 2021 and 2020 Michael O'Leary was the only Executive Director.

(b) Fees and emoluments – Non-Executive Directors

Fees

David Bonderman (i)

Róisín Brennan

Michael Cawley

Emer Daly

Geoff Doherty (ii)

Stan McCarthy (iii)

Kyran McLaughlin (i)

Howard Millar

Dick Milliken

Mike O’Brien

Julie O’Neill

Louise Phelan

Emoluments

Share based compensation

Total

Year ended

March 31,

2022

€'000

2021

€'000

2020

€'000

50.0

25.0

100.0

50.0

75.0

50.0

16.7

45.8

87.5

11.9

45.8

68.8

45.8

100.0

50.0

80.0

50.0

550.0

505.5

630.0

80.1

630.1

83.1

588.6

150.0

780.0

(i)

David Bonderman and Kyran McLaughlin retired from the Board in May 2020.

(ii) Geoff Doherty was appointed to the Board in October 2021.

(iii) Stan McCarthy was appointed Chairman from June 2020.

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, 2022 was €0.1m (2021: €0.1m; 2020: €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, 2022, 2021 and 2020

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, 2022, 2021 and 2020.

207

208

RYANAIR GROUP ANNUAL REPORT 2022

[

19. Statutory and other information

(b) Fees and emoluments – Non-Executive Directors

Fees
David Bonderman (i)
Róisín Brennan
Michael Cawley
Emer Daly
Geoff Doherty (ii)
Stan McCarthy (iii)
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

2022
€'000

-
50.0
50.0
50.0
25.0
100.0
-
50.0
50.0
75.0
50.0
50.0
550.0

80.1
630.1

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

David Bonderman and Kyran McLaughlin retired from the Board in May 2020.

(i)
(ii) Geoff Doherty was appointed to the Board in October 2021.
(iii) Stan McCarthy was appointed Chairman from June 2020.

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, 2022 was €0.1m (2021: €0.1m; 2020: €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, 2022, 2021 and 2020
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, 2022, 2021 and 2020.

Directors’ emoluments:

-Fees

-Share based compensation

-Other emoluments

Total Directors’ emoluments

- Audit services (i)

- Audit related services

- Tax advisory services (ii)

Total fees

outside of Ireland:

Audit services (i)

Audit related services

Tax advisory services (ii)

Total fees

Auditor’s remuneration (including reimbursement of outlay):

Included within the above total fees, the following fees were payable to other KPMG firms

Depreciation of owned property, plant and equipment

Depreciation of property, plant and equipment held under leases

Lease charges, principally for aircraft (iii)

664.8

496.5

(i) Audit services comprise audit work performed on the consolidated financial statements, including statutory

financial statements of subsidiary entities. In fiscal year 2022 €1,000 (2021: €1,000; 2020: €1,000) of audit fees

relate to the audit of the Parent Company.

(ii) Tax services include all services, except those services specifically related to the audit of financial statements,

performed by the independent auditor’s tax personnel, supporting tax-related regulatory requirements, and tax

(iii) Lease charges relates to leases with a duration of less than 12 months for which the Company availed of the short-

compliance and reporting.

term lease exemption under IFRS 16.

(a) Fees and emoluments - Executive Director

Basic salary

Bonus (performance and target-related)

Non-cash share based compensation (i)

(i) 2020, 2021 and 2022 include €1.78m non-cash, technical accounting charge for 10m unvested share options

granted under the Group CEO’s new 5-year contract in February 2019. The remaining charge in 2020 relates to share

options that vested in 2019.

During the years ended March 31, 2022, 2021 and 2020 Michael O'Leary was the only Executive Director.

Year ended

March 31,

2021

€M

2020

€M

2022

€M

0.6

1.9

1.0

3.5

0.6

0.1

—

0.7

0.1

—

0.1

—

0.5

1.9

0.3

2.7

0.6

0.1

0.8

0.1

—

0.1

5.9

6.7

0.6

2.7

0.9

4.2

0.7

—

0.2

0.9

0.1

—

0.1

0.2

683.5

5.9

38.2

Year ended

March 31,

2021

€M

0.25

—

0.25

1.78

2.03

2022

€M

0.50

0.48

0.98

1.78

2.76

2020

€M

0.50

0.46

0.96

2.51

3.47

207

208

RYANAIR GROUP ANNUAL REPORT 2022

2020

2022

No. of Shares at March 31,
2021

(d) Shares and share options

(i) Shares

Ryanair Holdings plc is listed on the Euronext Dublin and NASDAQ stock exchanges.

The beneficial interests as at March 31, 2022, 2021 and 2020 of the Directors in office at March 31, 2022 and of

Hedge discontinuance and ineffectiveness (see Note 12)

their spouses and dependent children in the share capital of the Company are as follows:

20.

Finance expense

Interest expense

21.

Retirement benefits

Defined contribution schemes

Defined-benefit schemes

Year ended

March 31,

2021

€M

69.8

227.3

297.1

2022

€M

91.4

—

91.4

2020

€M

72.9

407.2

480.1

At March 31,

2022

€M

2021

€M

2020

€M

(14.9)

10.4

(4.5)

0.6

(3.9)

(14.9)

10.4

(4.5)

0.6

(3.9)

(14.9)

10.4

(4.5)

0.6

(3.9)

Year ended March 31,

2022

2021

(0.2130)

(0.9142)

(0.2130)

(0.9142)

2020

0.5824

0.5793

1,130.5

1,110.4

1,113.8

1,119.8

Present value of benefit obligations

Fair value of plan assets

Present value of net obligations

Related deferred tax asset

Net pension liability

22. (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)

(a) Details of share options in issue have been described more fully in Note 15 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 and conditional

shares granted under the Company’s share option and LTIP 2019 schemes. For fiscal year 2022 and 2021, due to the

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.

Roisin Brennan
Michael Cawley
Emer Daly
Geoff Doherty
Stan McCarthy
Howard Millar
Dick Milliken
Mike O'Brien
Michael O’Leary
Julie O'Neill
Louise Phelan

(ii) Share options

4,000
756,198
6,840
50,700
10,000
500,000
17,250
4,405
44,096,725

5,000
60,000

—

756,198
6,840
—
10,000
435,000
9,750
4,405
44,096,725
5,000
30,000

—
756,198
3,260
—
10,000
390,000
9,750
—
44,096,725
1,000
30,000

At March 31, 2022 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 €8m in fiscal year 2022 (2021: €5m; 2020: €13m).

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, 2022 was €4m (2021:

€4m; 2020: €4m). Costs associated with the scheme during fiscal year 2022 was €nil (2021: €nil; 2020: €nil).

The amounts recognized in the consolidated balance sheet in respect of defined benefit plans are as follows:

The share options held by each Director in office at the end of fiscal year 2022 were as follows:

Róisín Brennan (b)
Michael Cawley (b)
Emer Daly (b)
Geoff Doherty
Stan McCarthy (b)
Howard Millar (b)
Dick Milliken (b)
Mike O'Brien (b)
Michael O’Leary (a) (c)
Julie O’Neill (b)
Louise Phelan (b)

No. of Options at March 31,
2021
50,000
80,000
50,000
—
50,000
50,000
80,000
50,000
15,000,000
50,000
80,000

2022
50,000
50,000
50,000
—
50,000
50,000
50,000
50,000
12,500,000
50,000
50,000

2020
50,000
80,000
50,000
—
50,000
80,000
80,000
50,000
15,000,000
80,000
80,000

(a) 5m 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 and 2.5m were exercised during fiscal year 2022.

(b) 50,000 options (not yet vested) 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.

(c) 10m options (not yet vested) 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 2022 the Company incurred total share-based (non-cash) compensation expense of €1.9m (2021:

loss-making position, share options are anti-dilutive in accordance with IAS 33 and therefore are not assumed to be

€1.9m; 2020: €2.7m) in relation to Directors.

209

210

RYANAIR GROUP ANNUAL REPORT 2022

(d) Shares and share options

(i) Shares

Ryanair Holdings plc is listed on the Euronext Dublin and NASDAQ stock exchanges.

The beneficial interests as at March 31, 2022, 2021 and 2020 of the Directors in office at March 31, 2022 and of

their spouses and dependent children in the share capital of the Company are as follows:

20.

Finance expense

Interest expense
Hedge discontinuance and ineffectiveness (see Note 12)

21.

Retirement benefits

Defined contribution schemes

Year ended
March 31,
2021
€M

69.8

227.3
297.1

2022
€M

91.4
—
91.4

2020
€M

72.9
407.2
480.1

The share options held by each Director in office at the end of fiscal year 2022 were as follows:

At March 31, 2022 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 €8m in fiscal year 2022 (2021: €5m; 2020: €13m).

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, 2022 was €4m (2021:
€4m; 2020: €4m). Costs associated with the scheme during fiscal year 2022 was €nil (2021: €nil; 2020: €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

22. (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)

2022
€M
(14.9)
10.4
(4.5)
0.6
(3.9)

At March 31,
2021
€M
(14.9)
10.4
(4.5)
0.6
(3.9)

2020
€M
(14.9)
10.4
(4.5)
0.6
(3.9)

Year ended March 31,
2021
(0.9142)
(0.9142)

2022
(0.2130)
(0.2130)

2020
0.5824
0.5793

1,130.5
1,130.5

1,110.4
1,110.4

1,113.8
1,119.8

Executive Director of the Company through July 31, 2024.

(a) Details of share options in issue have been described more fully in Note 15 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 and conditional
shares granted under the Company’s share option and LTIP 2019 schemes. For fiscal year 2022 and 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.

210

Roisin Brennan

Michael Cawley

Emer Daly

Geoff Doherty

Stan McCarthy

Howard Millar

Dick Milliken

Mike O'Brien

Michael O’Leary

Julie O'Neill

Louise Phelan

(ii) Share options

Róisín Brennan (b)

Michael Cawley (b)

Emer Daly (b)

Geoff Doherty

Stan McCarthy (b)

Howard Millar (b)

Dick Milliken (b)

Mike O'Brien (b)

Michael O’Leary (a) (c)

Julie O’Neill (b)

Louise Phelan (b)

No. of Shares at March 31,

2022

4,000

2021

2020

—

756,198

6,840

50,700

10,000

6,840

—

10,000

500,000

435,000

17,250

4,405

9,750

4,405

3,260

—

10,000

390,000

9,750

—

44,096,725

5,000

60,000

5,000

30,000

1,000

30,000

No. of Options at March 31,

2022

2021

2020

50,000

—

50,000

80,000

50,000

—

50,000

80,000

50,000

80,000

50,000

—

50,000

80,000

50,000

80,000

12,500,000

15,000,000

50,000

80,000

(a) 5m 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 and 2.5m were exercised during fiscal year 2022.

(b) 50,000 options (not yet vested) 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-

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 2022 the Company incurred total share-based (non-cash) compensation expense of €1.9m (2021:

€1.9m; 2020: €2.7m) in relation to Directors.

209

RYANAIR GROUP ANNUAL REPORT 2022

The average market value of the Company’s shares for the purpose of calculating the dilutive effect of the share

The following table sets out the total future minimum payments of leasing aircraft (2022: nil aircraft; 2021: nil

options was based on quoted market prices for the year during which the options were outstanding.

aircraft; 2020: 10 aircraft) under JOLCOs at March 31, 2022, 2021 and 2020, respectively:

23. 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 and had 61 of these aircraft in its fleet at March 31, 2022. Deliveries are expected to continue until the end
of fiscal year 2025.

The table below includes the future Purchase Obligations for firm aircraft purchases under the existing 2014
Boeing Contract. This table is calculated by multiplying the number of firm aircraft the Group 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, adjusted for (i) basic credits (approximately 60% of the standard list price); (ii) price escalation over the
original scheduled delivery timeframe; and (iii) advance payments paid in prior fiscal years. The dollar-denominated
obligations are converted into euro at the year-end exchange rate of U.S. $1.1065 = €1.00. The Group 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. These customer specific credits are not included
in the table below but will reduce the average amount payable per aircraft, and therefore, the Group’s obligations due
under the 2014 Boeing Contract. The Group considers that Boeing customer specific credits are not material to the
Group’s cash outflows over the time horizon of the 2014 Boeing contract. Under the terms of the 2014 Boeing Contract,
the Group 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,
2022.

Purchase Obligations

2014 Boeing Contract

Finance leases

Total
€M

5,828

Obligations Due by Period
FY23
€M
2,151

FY24
€M
2,230

FY25
€M
1,447

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.

2022

Present

value of

At March 31,

2021

Present

value of

2020

Present

value of

Minimum Minimum Minimum Minimum Minimum Minimum

payments payments payments payments payments payments

€M

—

178.9

172.1

—

178.9

172.1

178.9

172.1

—

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

12 to the consolidated financial statements.

Contingencies

Commitments resulting from the use of derivative financial instruments by the Company are described in Note

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.

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 before the General Court regarding Ryanair’s arrangements with Cagliari airport

is pending. In 2021, the General Court upheld the European Commission’s finding regarding Ryanair’s arrangements

with Klagenfurt airport. Ryanair appealed this negative finding to the European Court of Justice in late 2021 and a ruling

is currently expected in 2022. 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 to the EU General Court.

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 2022, with any European Commission decisions

appealable to the EU General Court.

211

212

RYANAIR GROUP ANNUAL REPORT 2022

Present
value of

Present
value of
Minimum Minimum Minimum Minimum Minimum Minimum
payments payments payments payments payments payments

The average market value of the Company’s shares for the purpose of calculating the dilutive effect of the share

The following table sets out the total future minimum payments of leasing aircraft (2022: nil aircraft; 2021: nil

options was based on quoted market prices for the year during which the options were outstanding.

aircraft; 2020: 10 aircraft) under JOLCOs at March 31, 2022, 2021 and 2020, respectively:

2022

At March 31,
2021

2020

23. 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

The table below includes the future Purchase Obligations for firm aircraft purchases under the existing 2014

Boeing Contract. This table is calculated by multiplying the number of firm aircraft the Group 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, adjusted for (i) basic credits (approximately 60% of the standard list price); (ii) price escalation over the

original scheduled delivery timeframe; and (iii) advance payments paid in prior fiscal years. The dollar-denominated

obligations are converted into euro at the year-end exchange rate of U.S. $1.1065 = €1.00. The Group 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. These customer specific credits are not included

in the table below but will reduce the average amount payable per aircraft, and therefore, the Group’s obligations due

under the 2014 Boeing Contract. The Group considers that Boeing customer specific credits are not material to the

Group’s cash outflows over the time horizon of the 2014 Boeing contract. Under the terms of the 2014 Boeing Contract,

the Group 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,

Obligations Due by Period

Total

€M

5,828

FY23

€M

2,151

FY24

€M

2,230

FY25

€M

1,447

2022.

Purchase Obligations

2014 Boeing Contract

Finance leases

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.

211

firm orders bringing the Company’s firm order to 210 Boeing 737-8200 aircraft. Following certification of the Boeing 737-

Commitments resulting from the use of derivative financial instruments by the Company are described in Note

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

12 to the consolidated financial statements.

June 2021 and had 61 of these aircraft in its fleet at March 31, 2022. Deliveries are expected to continue until the end

of fiscal year 2025.

Contingencies

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

€M

—
—
—
—
—
—

€M
178.9
—
—
178.9
—
178.9

€M
172.1
—
—
172.1
—
172.1

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 before the General Court regarding Ryanair’s arrangements with Cagliari airport
is pending. In 2021, the General Court upheld the European Commission’s finding regarding Ryanair’s arrangements
with Klagenfurt airport. Ryanair appealed this negative finding to the European Court of Justice in late 2021 and a ruling
is currently expected in 2022. 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 to the EU General Court.

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 2022, with any European Commission decisions
appealable to the EU General Court.

212

RYANAIR GROUP ANNUAL REPORT 2022

Ryanair is also facing an allegation that it has benefited from unlawful state aid in a German court case in

The following table outlines the changes in the carrying value of share premium:

relation to its arrangements with Frankfurt (Hahn).

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.

24. Note to cash flow statement

The following table outlines the changes in the carrying value of net debt:

Balance at beginning of year

Changes from financing cashflows

Net proceeds from shares issued

Non-cash movement in share premium

Movement in net funds resulting from cash flows

Balance at end of year

Net debt at beginning of year
Changes from financing cashflows
Increase in cash and cash equivalents in year, including net foreign exchange differences
Increase/(decrease) in financial assets: cash > 3 months
(Decrease) in restricted cash
Net cash flow from decrease/(increase) 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)
Promissory notes
Lease additions
Interest expense
Movement from other changes

Net debt at end of year

Analyzed as:
Cash and cash equivalents, cash > 3 months and restricted cash
Total borrowings*
Net debt

2022
€M
(2,276.5)

At March 31,
2021
€M
(403.2)

18.3
468.6
(11.4)
583.3
1,058.8

84.3
(741.7)
(0.3)
(1,201.5)
(1,859.2)

(4.2)
—
(225.9)
—
(3.8)
(233.9)

15.7
—
—
(25.2)
(4.6)
(14.1)

2020
€M
(449.5)

890.8
(277.2)
(0.5)
(274.4)
338.7

19.7
(140.4)
—
(166.1)
(5.6)
(292.4)

(1,451.6)

(2,276.5)

(403.2)

3,625.8
(5,077.4)
(1,451.6)

3,150.3
(5,426.8)
(2,276.5)

3,808.0
(4,211.2)
(403.2)

*Total borrowings include current and non-current maturities of debt and current and non-current lease liabilities.

Adjustment on initial application of IFRS 16 (net of tax)

Balance at beginning of year

Proceeds from borrowings

Repayments of borrowings

Lease liabilities paid

Lease additions

Interest expense

Foreign exchange

Promissory notes

Balance at end of year

Less than one year

More than one year

25. Shareholder returns

At March 31,

2022

€M

2021

€M

2020

€M

1,161.6

738.5

719.4

46.8

119.8

166.6

423.1

—

423.1

1,328.2

1,161.6

19.1

—

19.1

738.5

2022

€M

(5,426.8)

(1,192.0)

1,722.3

53.0

—

(3.8)

(4.2)

(225.9)

At March 31,

2021

€M

2020

€M

(4,211.2)

(2,228.6)

(3,644.4)

(750.0)

950.3

76.8

—

(25.2)

(4.6)

15.7

—

408.1

67.5

(140.4)

(166.1)

(5.6)

19.7

—

(5,077.4)

(5,426.8)

(4,211.2)

(1,281.4)

(3,796.0)

(1,778.4)

(3,648.4)

(457.3)

(3,753.9)

(5,077.4)

(5,426.8)

(4,211.2)

During fiscal year 2022 the Group had cash outflows of €nil relating to the repurchase of ordinary shares (net of

stamp duty) (2021: €nil, 2020: €581m), which affected the retained earnings account. Please refer to the Consolidated

Statement of Changes in Equity for further detail.

The following table outlines the changes in liabilities arising from financing activities:

There were no shareholder returns during the year ended March 31, 2022 (2021: €nil).

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.

26. Post-balance sheet events

There were no significant post balance sheet events.

213

214

RYANAIR GROUP ANNUAL REPORT 2022

Ryanair is also facing an allegation that it has benefited from unlawful state aid in a German court case in

The following table outlines the changes in the carrying value of share premium:

relation to its arrangements with Frankfurt (Hahn).

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.

24. Note to cash flow statement

The following table outlines the changes in the carrying value of net debt:

Increase in cash and cash equivalents in year, including net foreign exchange differences

Net debt at beginning of year

Changes from financing cashflows

Increase/(decrease) in financial assets: cash > 3 months

(Decrease) in restricted cash

Net cash flow from decrease/(increase) in debt

Movement in net funds resulting from cash flows

Translation on U.S. dollar denominated debt

Adjustment on initial application of IFRS 16 (net of tax)

Other changes

Promissory notes

Lease additions

Interest expense

Movement from other changes

Net debt at end of year

Analyzed as:

Total borrowings*

Net debt

Cash and cash equivalents, cash > 3 months and restricted cash

*Total borrowings include current and non-current maturities of debt and current and non-current lease liabilities.

At March 31,

2022

€M

2021

€M

2020

€M

(2,276.5)

(403.2)

(449.5)

18.3

468.6

(11.4)

84.3

890.8

(741.7)

(277.2)

(0.3)

(0.5)

583.3

(1,201.5)

(274.4)

1,058.8

(1,859.2)

338.7

(4.2)

—

(225.9)

—

(3.8)

(233.9)

15.7

—

(25.2)

(4.6)

(14.1)

19.7

(140.4)

—

(166.1)

(5.6)

(292.4)

(1,451.6)

(2,276.5)

(403.2)

3,625.8

3,150.3

3,808.0

(5,077.4)

(5,426.8)

(4,211.2)

(1,451.6)

(2,276.5)

(403.2)

Balance at beginning of year
Changes from financing cashflows
Net proceeds from shares issued
Non-cash movement in share premium
Movement in net funds resulting from cash flows
Balance at end of year

2022
€M

1,161.6

At March 31,
2021
€M
738.5

46.8
119.8
166.6
1,328.2

423.1
—
423.1
1,161.6

2020
€M
719.4

19.1
—
19.1
738.5

During fiscal year 2022 the Group had cash outflows of €nil relating to the repurchase of ordinary shares (net of
stamp duty) (2021: €nil, 2020: €581m), which affected the retained earnings account. Please refer to the Consolidated
Statement of Changes in Equity for further detail.

The following table outlines the changes in liabilities arising from financing activities:

Balance at beginning of year
Proceeds from borrowings
Repayments of borrowings
Lease liabilities paid
Adjustment on initial application of IFRS 16 (net of tax)
Lease additions
Interest expense
Foreign exchange
Promissory notes
Balance at end of year

Less than one year

More than one year

25. Shareholder returns

2022
€M

(5,426.8)
(1,192.0)
1,722.3
53.0
—
—
(3.8)
(4.2)
(225.9)
(5,077.4)

(1,281.4)
(3,796.0)

At March 31,
2021
€M

(4,211.2)
(2,228.6)
950.3
76.8
—
(25.2)
(4.6)
15.7
—
(5,426.8)

(1,778.4)
(3,648.4)

2020
€M

(3,644.4)
(750.0)
408.1
67.5
(140.4)
(166.1)
(5.6)
19.7
—
(4,211.2)

(457.3)

(3,753.9)

(5,077.4)

(5,426.8)

(4,211.2)

There were no shareholder returns during the year ended March 31, 2022 (2021: €nil).

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.

26. Post-balance sheet events

There were no significant post balance sheet events.

213

214

RYANAIR GROUP ANNUAL REPORT 2022

27. Subsidiary undertakings and related party transactions

Company Balance sheet

The following are the principal subsidiary undertakings within the Ryanair Group.

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, 2022, 2021 and 2020.

The total amount of remuneration paid to senior key management (defined as the Executive team reporting to
the Board of Directors, together with all Non-Executive Directors) amounted to the following in the fiscal year ended
March 31, 2022 (2021: €6.6m; 2020: €11.3m).

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

Other undenominated capital reserve

Shareholders’ equity

Issued share capital

Share premium account

Retained earnings

Other reserves

Shareholders’ equity

At March 31,

Note

2022

€M

2021

€M

2020

€M

175.9

167.3

138.7

1,557.3

1,391.1

10.5

10.8

996.0

10.0

1,743.7

1,569.2

1,144.7

35.2

6.8

6.7

1,328.2

1,161.6

3.5

339.5

30.5

3.5

331.0

31.2

6.5

738.5

3.5

328.7

32.3

1,708.5

1,534.0

1,109.5

Total liabilities and shareholders’ equity

1,743.7

1,569.2

1,144.7

The accompanying notes are an integral part of the financial information.

Basic salary and bonus*
Pension contributions
Non-executive directors’ fees

Share-based compensation expense (non-cash)

Year ended
March 31,
2021
€M

3.5
0.2
0.5
4.2
2.4
6.6

2022
€M

6.8
0.2
0.6
7.6
3.7
11.3

2020
€M

6.8
0.2
0.6
7.6
3.7
11.3

On behalf of the Board

Stan McCarthy

Director

July 21, 2021

Michael O'Leary

Director

*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.

28. Date of approval

The consolidated financial statements were approved by the Board of Directors of the Company on July 21,

2022.

215

216

RYANAIR GROUP ANNUAL REPORT 2022

27. Subsidiary undertakings and related party transactions

Company Balance sheet

The following are the principal subsidiary undertakings within the Ryanair Group.

Name

% Held in ordinary shares

Registered

Office

Nature of

Business

Buzz (Ryanair Sun S.A.)

Lauda Europe Limited

Malta Air Limited

Ryanair DAC

Ryanair U.K. Limited

100

21 Cybernetyki Street, 02-677

Airline operator

191, Level 3, Triq Marina, Pieta'

Airline operator

191, Level 3, Triq Marina, Pieta’

Airline operator

Warsaw, Poland

PTA 9041, Malta

Dublin, Ireland

Enterprise House, 2nd Floor,

Airline operator

London Stansted Airport, England

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, 2022, 2021 and 2020.

Airside Business Park, Swords, Co.

Airline operator

Total assets

Non-current assets
Investments in subsidiaries

Current assets
Loans and receivables due from subsidiaries
Cash and cash equivalents

Current liabilities
Amounts due to subsidiaries

Shareholders’ equity
Issued share capital
Share premium account
Other undenominated capital reserve
Retained earnings
Other reserves

Shareholders’ equity

The total amount of remuneration paid to senior key management (defined as the Executive team reporting to

the Board of Directors, together with all Non-Executive Directors) amounted to the following in the fiscal year ended

Total liabilities and shareholders’ equity

March 31, 2022 (2021: €6.6m; 2020: €11.3m).

Note

2022
€M

At March 31,
2021
€M

2020
€M

175.9

167.3

138.7

1,557.3
10.5

1,391.1
10.8

996.0
10.0

1,743.7

1,569.2

1,144.7

35.2

6.8
1,328.2
3.5
339.5
30.5

6.7
1,161.6
3.5
331.0
31.2

6.5
738.5
3.5
328.7
32.3

1,708.5

1,534.0

1,109.5

1,743.7

1,569.2

1,144.7

The accompanying notes are an integral part of the financial information.

Year ended

March 31,

2022

€M

2021

€M

2020

€M

6.8

0.2

0.6

7.6

3.7

11.3

3.5

0.2

0.5

4.2

2.4

6.6

6.8

0.2

0.6

7.6

3.7

11.3

On behalf of the Board

Stan McCarthy
Director
July 21, 2021

Michael O'Leary
Director

Basic salary and bonus*

Pension contributions

Non-executive directors’ fees

Share-based compensation expense (non-cash)

28. Date of approval

2022.

*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.

The consolidated financial statements were approved by the Board of Directors of the Company on July 21,

215

216

RYANAIR GROUP ANNUAL REPORT 2022

Company Statement of Cash Flows

Company Statement of Changes in Shareholders’ Equity

Operating activities
(Loss)/profit for the year
Net cash provided by operating activities

Investing activities
(Increase)/decrease in investments in subsidiaries
(Increase) in loans to subsidiaries
Net cash (used in) investing activities

Financing activities
Shareholder returns (net of tax)
Net proceeds from shares issued
Net cash provided by/(used in) financing activities

(Decrease)/increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Year ended
March 31,
2021
€M

2020
€M

2022
€M

(0.8)
(0.8)

(0.1)
(0.1)

699.9
699.9

—
(46.3)
(46.3)

(25.0)
(395.1)
(420.1)

0.2
(137.7)
(137.5)

—
46.8
46.8

—
421.0
421.0

(579.6)
19.1
(560.5)

(0.3)

0.8

10.8

10.0

1.9

8.1

Cash and cash equivalents at end of year

10.5

10.8

10.0

Transactions with owners of the Company, recognized

The accompanying notes are an integral part of the financial information.

Transfer of exercised and expired share based awards

Issued

Other

Undenom-

Ordinary

Share Premium Retained

inated

Other

Shares Capital Account Earnings Capital

Reserves Total

€M

1,133.4

6.8

719.4

204.7

3.2

29.0

963.1

—

699.9

—

699.9

Transactions with owners of the Company, recognized

Repurchase of ordinary equity shares / stamp duty

Transfer of exercised and expired share based awards

Cancellation of repurchased ordinary

3.0

—

19.1

—

(579.6)

3.7

—

7.0

19.1

7.0

—

(579.6)

(3.7)

—

(47.2)

(0.3)

—

1,089.2

6.5

738.5

328.7

32.3 1,109.5

—

(0.1)

—

(0.1)

38.9

0.2

423.1

—

(2.3)

—

4.7

—

3.6

(4.7)

421

3.6

—

1,128.1

6.7

1,161.6

331.0

3.5

31.2 1,534.0

—

(0.8)

—

(0.8)

Balance at March 31, 2019

Comprehensive income

Profit for the year

Total comprehensive income

directly in equity

Issue of ordinary equity shares

Share-based payments

Balance at March 31, 2020

Comprehensive income

Loss for the year

Total comprehensive income

directly in equity

Issue of ordinary equity shares

Share-based payments

Balance at March 31, 2021

Comprehensive income

Loss for the year

Total comprehensive income

directly in equity

Issue of ordinary equity shares

Share-based payments

Transactions with owners of the Company, recognized

Additional share premium on the allotment of shares

Transfer of exercised and expired share based awards

—

0.1

112.2

—

54.4

—

9.3

—

112.3

8.6

—

(9.3)

8.6

54.4

—

Balance at March 31, 2022

1,128.1

6.8

1,328.2

339.5

3.5

30.5 1,708.5

The accompanying notes are an integral part of the financial information.

—

0.3

3.5

—

217

218

RYANAIR GROUP ANNUAL REPORT 2022

Company Statement of Cash Flows

Company Statement of Changes in Shareholders’ Equity

Operating activities

(Loss)/profit for the year

Net cash provided by operating activities

Investing activities

(Increase)/decrease in investments in subsidiaries

(Increase) in loans to subsidiaries

Net cash (used in) investing activities

Financing activities

Shareholder returns (net of tax)

Net proceeds from shares issued

Net cash provided by/(used in) financing activities

(Decrease)/increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Year ended

March 31,

2022

€M

2021

€M

2020

€M

(0.8)

(0.1)

699.9

—

(46.3)

(25.0)

(395.1)

(420.1)

0.2

(137.7)

(137.5)

—

46.8

—

(579.6)

421.0

19.1

(560.5)

(0.3)

0.8

10.8

10.0

1.9

8.1

Cash and cash equivalents at end of year

10.5

10.8

10.0

The accompanying notes are an integral part of the financial information.

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
Loss 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
Comprehensive income
Loss for the year
Total comprehensive income
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equity shares
Share-based payments
Additional share premium on the allotment of shares
Transfer of exercised and expired share based awards
Balance at March 31, 2022

Ordinary

Other
Undenom-
Issued
Share
inated
Share Premium Retained
Shares Capital Account Earnings Capital
€M
M
719.4
1,133.4

€M
204.7

€M

6.8

€M

3.2

Other

Reserves Total
€M
963.1

€M
29.0

—
—

699.9
699.9

3.0
—
—
—

—
—
—
—

19.1
—
—
—

—
—
(579.6)
3.7

—
—

—
—
—
—

—
—

699.9
699.9

—
7.0
—
(3.7)

19.1
7.0
(579.6)
—

(47.2)
1,089.2

(0.3)
6.5

—
738.5

—
328.7

0.3
3.5

—

—
32.3 1,109.5

—
—

(0.1)
(0.1)

—
—

(0.1)
(0.1)

38.9
—
—
1,128.1

0.2
—
—
6.7

423.1
—
—
1,161.6

(2.3)
—
4.7
331.0

—
—

(0.8)
(0.8)

—
—
—
—
1,128.1

0.1
—
—
—
6.8

112.2
—
54.4
—
1,328.2

—
—
—
9.3
339.5

—
—
—
3.5

—
—

—
—
—
—
3.5

421
—
3.6
3.6
(4.7)
—
31.2 1,534.0

—
—

(0.8)
(0.8)

112.3
—
8.6
8.6
54.4
—
(9.3)
—
30.5 1,708.5

The accompanying notes are an integral part of the financial information.

217

218

RYANAIR GROUP ANNUAL REPORT 2022

Notes forming part of the Company Financial Statements

29. 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, 2022. 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 International Accounting
Standards Board (“IASB”). The Company 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 Company holds investments in subsidiary companies, which are carried at cost less any impairments.

The Company occasionally guarantees certain liabilities of subsidiary companies. These are considered to be

insurance arrangements and are accounted for as such i.e. a contingent liability until such time as it becomes probable

that the Company will be required to make a payment under the guarantee. Additional details are provided in Note 34 to

Investments in subsidiaries

Guarantees

these Company financial statements.

Loans and borrowings

using the effective interest yield methodology.

30. Investments in subsidiaries

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,

Balance at start of year

Increase/(decrease) in investments

Balance at end of year

New investments in subsidiaries by way of share option grant to subsidiary employees

31. Loans and receivables due from subsidiaries

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.

Due from Ryanair DAC (subsidiary)

Called up share capital not paid

Share-based payments

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.

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 15 (c) to the consolidated financial
statements.

32. Amounts due to subsidiaries

Income taxes

Due to Ryanair DAC (subsidiary)

Income taxes are accounted for by the Company in a manner consistent to that set out in the Group income tax

accounting policy.

At March 31, 2022, Ryanair Holdings plc had borrowings of €35.2m (2021: €35.2m; 2020: €35.2m) from Ryanair

DAC. The loan is interest free and repayable on demand.

219

220

March 31,

2021

€M

138.7

25.0

3.6

167.3

2022

€M

167.3

—

8.6

175.9

2020

€M

131.5

0.2

7.0

138.7

March 31,

2021

€M

2020

€M

2022

€M

1,437.4

1,391.1

996.0

119.9

—

1,557.3

1,391.1

996.0

March 31,

2021

€M

2022

€M

35.2

2020

€M

35.2

RYANAIR GROUP ANNUAL REPORT 2022

effective for the year ended as at March 31, 2022. 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 International Accounting

Standards Board (“IASB”). The Company 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

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.

Notes forming part of the Company Financial Statements

29. Basis of preparation and significant accounting policies

Investments in subsidiaries

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

Guarantees

The Company holds investments in subsidiary companies, which are carried at cost less any impairments.

The Company occasionally guarantees certain liabilities of subsidiary companies. These are considered to be
insurance arrangements and are accounted for as such i.e. a contingent liability until such time as it becomes probable
that the Company will be required to make a payment under the guarantee. Additional details are provided in Note 34 to
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.

may differ materially from these estimates. These underlying assumptions are reviewed on an ongoing basis. Revisions

30. 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

31. Loans and receivables due from subsidiaries

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.

Due from Ryanair DAC (subsidiary)
Called up share capital not paid

At
March 31,
2021
€M
138.7
25.0
3.6
167.3

2022
€M
167.3
—
8.6
175.9

2020
€M
131.5
0.2
7.0
138.7

At
March 31,
2021
€M
1,391.1
—
1,391.1

2020
€M
996.0
—
996.0

2022
€M
1,437.4
119.9
1,557.3

Share-based payments

statements.

Income taxes

accounting policy.

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 15 (c) to the consolidated financial

32. Amounts due to subsidiaries

Due to Ryanair DAC (subsidiary)

At
March 31,
2021
€M

2022
€M

35.2
35.2

2020
€M

35.2
35.2

Income taxes are accounted for by the Company in a manner consistent to that set out in the Group income tax

At March 31, 2022, Ryanair Holdings plc had borrowings of €35.2m (2021: €35.2m; 2020: €35.2m) from Ryanair

DAC. The loan is interest free and repayable on demand.

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.

219

220

RYANAIR GROUP ANNUAL REPORT 2022

33. Financial instruments

The Company does not undertake hedging activities on behalf of itself or other companies within the Group.

Financial instruments in the Company primarily take the form of loans to subsidiary undertakings.

Directors

Directors and Other Information

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 31 and 32 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 (stable) 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 31 of these Company financial statements.

34. Contingencies

The Company has provided €5,085m (2021: €5,432m; 2020: €4,236m) 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 27.

35. Shareholders’ returns

Please refer to Note 25 of the Consolidated Financial Statements.

36. Post-balance sheet events

Please refer to Note 26 of the Consolidated Financial Statements.

37. Date of approval

The Company financial statements were approved by the Board of Directors of the Company on July 21, 2022.

Solicitors & Attorneys at Law

Arthur Cox

Ten Earlsfort Terrace

221

Chairman

Senior Independent Director

Group CEO

Secretary

Registered Office

Ryanair Dublin Office

Airside Business Park

Auditors

KPMG Chartered Accountants

Principal Bankers

Citibank Europe Plc

One North Wall Quay

S. McCarthy

L. Phelan

R. Brennan

M. Cawley

E. Daly

G. Doherty

H. Millar

D. Milliken

M. O’Brien

M. O’Leary

J. O’Neill

J. Komorek

Swords

Co. Dublin

K67 NY94

Ireland

One Stokes Place

St. Stephens Green

Dublin 2

Ireland

DO2 DE03

Dublin 1

Ireland

D01 T8Y1

Dublin 2

DO2 T380

Ireland

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006, United States

222

RYANAIR GROUP ANNUAL REPORT 2022

Chairman
Senior Independent Director

Group CEO

33. Financial instruments

The Company does not undertake hedging activities on behalf of itself or other companies within the Group.

Financial instruments in the Company primarily take the form of loans to subsidiary undertakings.

Directors

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 31 and 32 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 (stable) 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 31 of these Company financial statements.

Secretary

Registered Office

The Company has provided €5,085m (2021: €5,432m; 2020: €4,236m) 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.

Auditors

34. Contingencies

Details of the Group’s principal subsidiaries have been included at Note 27.

35. Shareholders’ returns

Please refer to Note 25 of the Consolidated Financial Statements.

Please refer to Note 26 of the Consolidated Financial Statements.

37. Date of approval

36. Post-balance sheet events

Principal Bankers

The Company financial statements were approved by the Board of Directors of the Company on July 21, 2022.

Solicitors & Attorneys at Law

221

Directors and Other Information

S. McCarthy
L. Phelan
R. Brennan
M. Cawley
E. Daly
G. Doherty
H. Millar
D. Milliken
M. O’Brien
M. O’Leary
J. O’Neill

J. Komorek

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

222

RYANAIR GROUP ANNUAL REPORT 2022

APPENDIX A

GLOSSARY

Ancillary Revenue per booked passenger

Represents the average revenue earned per booked passenger flown from ancillary services.

Available seat miles (ASM)

Represents total seats available during the period multiplied by the average sector length.

Fiscal year ended March 31

Seats available

Average sector length (miles) – See page 65

Available seat miles (ASM)

2022

2021

2020

2019

2018

117.3m

38.7m

155.7m

149.3m

137.0m

772

91bn

776

30bn

761

774

775

118bn

116bn

106bn

Average Booked Passenger Fare

Represents the average fare paid by a fare-paying passenger who has booked a ticket.

Represents operating expenses divided by booked passengers flown.

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 sector length (miles)

Represents the average number of miles flown by a fare-paying passenger.

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 average percent of seats that must be filled on an average flight at current average fares for the

revenue to break even with the operating costs.

Fiscal year ended March 31

2022

2021

2020

2019

2018

Cost per Available Seat miles (ASM)

€0.0565

€0.0824

€0.0624

€0.0578

€0.0517

Yield per Revenue Passenger Mile (RPM)

€0.0640

€0.0744

€0.0752

€0.0700

€0.0709

Break Even Load Factor

88%

108%

83%

73%

Cost per Available seat mile (ASM)

Represents total operating costs divided by Available Seat Miles (ASM).

Fiscal year ended March 31

2022

2021

2020

2019

2018

Total operating expenses - See page 156

€5.14bn

€2.48bn

€7.37bn

€6.68bn

€5.48bn

91bn

30bn

118bn

116bn

106bn

€0.0565

€0.0824

€0.0624

€0.0578

€0.0517

Available Seat Miles (ASM)

Cost per Available Seat Mile

Cost per booked passenger

Fiscal year ended March 31

2022

2021

2020

2019

2018

Total operating expenses - See page 156

€5.14bn

€2.48bn

€7.37bn

€6.68bn

€5.48bn

Revenue Passengers Booked – See page 65

97m

28m

149m

142m

130m

Yield per revenue passenger mile

€52.97

€89.95

€49.58

€47.01

€42.08

Gross Cash

Represents cash and cash equivalents, cash >3 months and restricted cash.

2022

2021

2020

2019

2018

2,669.0

2,650.7

2,566.4

1,675.6

1,515.0

934.1

22.7

465.5

1,207.2

1,484.4

2,130.5

34.1

34.4

34.9

34.6

3,625.8

3,150.3

3,808.0

3,194.9

3,680.1

Fiscal year ended March 31

Cash and Cash Equivalents (€'M)

Cash > 3 months (€'M)

Restricted cash (€'M)

Gross Cash (€'M)

Net Debt

Refer to Note 24 on page 213.

Net Margin

Number of Airports Served

Represents profit after taxation as a percentage of total revenues.

Represents the number of airports to/from which the carrier offered scheduled service at the end of the period.

223

224

RYANAIR GROUP ANNUAL REPORT 2022

APPENDIX A

GLOSSARY

Represents the average revenue earned per booked passenger flown from ancillary services.

Ancillary Revenue per booked passenger

Available seat miles (ASM)

Represents total seats available during the period multiplied by the average sector length.

Fiscal year ended March 31

Seats available

Average sector length (miles) – See page 65

Available seat miles (ASM)

2022

2021

2020

2019

2018

117.3m

38.7m

155.7m

149.3m

137.0m

772

91bn

776

30bn

761

774

775

118bn

116bn

106bn

Represents the average fare paid by a fare-paying passenger who has booked a ticket.

Represents the average number of flight hours flown in service per day per aircraft for the total fleet of operated

Represents the average cost per U.S. gallon of jet fuel for the fleet (including fueling charges) after giving effect to fuel

Average Booked Passenger Fare

Average Daily Flight Hour Utilization

aircraft.

Average Fuel Cost per U.S. Gallon

hedging arrangements.

Average sector length (miles)

Baggage commissions

airport baggage fees.

Booked passenger load factor

Represents the average number of miles flown by a fare-paying passenger.

Represents the commissions payable to airports on the revenue collected at the airports for excess baggage and

Represents the total number of seats sold as a percentage of total seat capacity on all sectors flown.

Break-even load factor

Represents the average percent of seats that must be filled on an average flight at current average fares for the
revenue to break even with the operating costs.

Fiscal year ended March 31

2022

2021

2020

2019

2018

Cost per Available Seat miles (ASM)

€0.0565

€0.0824

€0.0624

€0.0578

€0.0517

Yield per Revenue Passenger Mile (RPM)

€0.0640

€0.0744

€0.0752

€0.0700

€0.0709

Break Even Load Factor

88%

108%

83%

73%

Cost per Available seat mile (ASM)
Represents total operating costs divided by Available Seat Miles (ASM).

Fiscal year ended March 31

2022

2021

2020

2019

2018

Total operating expenses - See page 156

€5.14bn

€2.48bn

€7.37bn

€6.68bn

€5.48bn

Available Seat Miles (ASM)

Cost per Available Seat Mile

91bn

30bn

118bn

116bn

106bn

€0.0565

€0.0824

€0.0624

€0.0578

€0.0517

Cost per booked passenger
Represents operating expenses divided by booked passengers flown.

Fiscal year ended March 31

2022

2021

2020

2019

2018

Total operating expenses - See page 156

€5.14bn

€2.48bn

€7.37bn

€6.68bn

€5.48bn

Revenue Passengers Booked – See page 65

97m

28m

149m

142m

130m

Yield per revenue passenger mile

€52.97

€89.95

€49.58

€47.01

€42.08

Gross Cash
Represents cash and cash equivalents, cash >3 months and restricted cash.

Fiscal year ended March 31

Cash and Cash Equivalents (€'M)

Cash > 3 months (€'M)

Restricted cash (€'M)

Gross Cash (€'M)

Net Debt
Refer to Note 24 on page 213.

2022

2021

2020

2019

2018

2,669.0

2,650.7

2,566.4

1,675.6

1,515.0

934.1

22.7

465.5

1,207.2

1,484.4

2,130.5

34.1

34.4

34.9

34.6

3,625.8

3,150.3

3,808.0

3,194.9

3,680.1

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.

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Operating Margin
Represents operating profit as a percentage of total revenues.

Fiscal year ended March 31

2022

2021

2020

2019

2018

Operating (loss)/ profit – See page 156 (€'M)

(339.6)

(839.4)

1,127.4

1,016.8

1,667.3

Total operating revenues - See page 156 (€'M)

4,800.9

1,635.8

8,494.8

7,697.4

7,151.0

Operating Margin

(7%)

(51%)

13%

23%

Revenue Passenger Miles (RPM)

Represents the number of booked passengers multiplied by the average sector length.
Fiscal year ended March 31

2021

2022

2020

149m

761

2019

142m

774

2018

130m

775

113bn

110bn

101bn

Revenue Passengers Booked – See page 65

Average sector length (miles) – See page 65

Revenue passenger miles (RPM)

97m

772

75bn

28m

776

22bn

Revenue Passengers Booked
Represents the number of passengers booked.

Seats available

Represents sectors flown during the period multiplied by the individual capacity of the aircraft.
Fiscal year ended March 31

2021

2020

2022

2019

2018

Sectors flown – See page 65

Average individual aircraft capacity

Seats available

620,524

204,828

823,897

789,771

725,044

189

117.3m

38.7m

155.7m

149.3m

137.0m

Sectors Flown
Represents the number of passenger flight sectors flown.

Total Borrowings
Refer to Note 24 on page 213.

Total revenue per booked passenger
Represents the average revenue earned per booked passenger from fares and ancillary services.

Total Shareholder Return
Represents capital appreciation (measured as the difference between the closing share price at the end of each
period) and dividends received by the shareholder.

Yield per Revenue Passenger Miles (RPM)

Represents total revenue divided by Revenue Passenger Miles (RPM)
Fiscal year ended March 31

2022

2021

2020

2019

2018

Total operating revenues – See page 156

€4.80bn

€1.64bn

€8.49bn

€7.70bn

€7.15bn

Revenue passenger miles (RPM)

Yield per revenue passenger mile

75bn

22bn

113bn

110bn

101bn

€0.0640

€0.0744

€0.0752

€0.0700

€0.0709

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RYANAIR GROUP ANNUAL REPORT 2022

Operating Margin

Represents operating profit as a percentage of total revenues.

Fiscal year ended March 31

2022

2021

2020

2019

2018

Operating (loss)/ profit – See page 156 (€'M)

(339.6)

(839.4)

1,127.4

1,016.8

1,667.3

Total operating revenues - See page 156 (€'M)

4,800.9

1,635.8

8,494.8

7,697.4

7,151.0

Operating Margin

(7%)

(51%)

13%

23%

NOTES

Represents the number of booked passengers multiplied by the average sector length.

2022

97m

772

75bn

2021

28m

776

22bn

2020

149m

761

2019

142m

774

2018

130m

775

113bn

110bn

101bn

Revenue Passenger Miles (RPM)

Fiscal year ended March 31

Revenue Passengers Booked – See page 65

Average sector length (miles) – See page 65

Revenue passenger miles (RPM)

Revenue Passengers Booked

Represents the number of passengers booked.

Seats available

Fiscal year ended March 31

Sectors flown – See page 65

Seats available

Sectors Flown

Total Borrowings

Refer to Note 24 on page 213.

Total revenue per booked passenger

Total Shareholder Return

Represents the number of passenger flight sectors flown.

Represents sectors flown during the period multiplied by the individual capacity of the aircraft.

Average individual aircraft capacity

189

2022

2021

2020

2019

2018

620,524

204,828

823,897

789,771

725,044

117.3m

38.7m

155.7m

149.3m

137.0m

Represents the average revenue earned per booked passenger from fares and ancillary services.

Represents capital appreciation (measured as the difference between the closing share price at the end of each

period) and dividends received by the shareholder.

Yield per Revenue Passenger Miles (RPM)

Represents total revenue divided by Revenue Passenger Miles (RPM)

Fiscal year ended March 31

2022

2021

2020

2019

2018

Total operating revenues – See page 156

€4.80bn

€1.64bn

€8.49bn

€7.70bn

€7.15bn

Revenue passenger miles (RPM)

Yield per revenue passenger mile

75bn

22bn

113bn

110bn

101bn

€0.0640

€0.0744

€0.0752

€0.0700

€0.0709

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226

NOTES

228

CUSTOMER PANEL

Last year, Ryanair’s first ever Customer Advisory Panel saw over 10,000 applications and following intensive recruitment, we
brought a final selection together in Dublin to work with our teams providing feedback that will help us continue to improve our
guest services. Our second meeting was held in Madrid in spring 2022, with future meetings planned in other major European
cities.

During meetings, panel members partake in hands on workshops and help identify things that matter most to our customers.
The input from the Customer Panel will help shape Ryanair’s ongoing customer improvements program, re-enforcing Ryanair’s
commitment to delivering the lowest fares, on-time flights, and great customer service.

CUSTOMER IMPROVEMENTS - LAUNCHED OCTOBER 2021

DIGITAL SELF-SERVICE HUB

‘DAY OF TRAVEL’ APP

MYRYANAIR WALLET

• Self-serve online without contacting

• Live updates from Ryanair’s ops centre

• Refunds paid to original form of

Customer Service.

during major disruptions.

payment in 5 working days.

• Improved Chat, FAQs, and self-help videos.

• Track updates with Customer Service.

• Live updates departure times, re-routing info,
airport, terminal, flight and gate information.

• Access to refunds in 24 hours.

• Easy access to boarding passes.

• Updated myRyanair account allowing
storage of all travel docs in one place.

228

WHAT MAKES RYANAIR EUROPE’S MOST EFFICIENT AIRLINE GROUP?

YOUNGEST FLEET
AVERAGE 8 YEARS

HIGH LOAD FACTORS

FLYING DIRECT
ROUTES

66G CO2 PAX/KM
LOWEST EMISSIONS

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 76g (66g pre-covid).

WE WILL CONTINUE TO LEAD SUSTAINABLE AVIATION,
FOCUSING ON THE AREAS THAT MATTER MOST
TO OUR BUSINESS AND THE REGIONS WE SERVE.

ESG RATED
AIRLINE IN
EUROPE

Thomas Fowler,
Director of Sustainability & Finance