2023 AGM voting outcome update statement

RYANAIR HOLDINGS PLC - 2023 AGM voting outcome update statement

Ryanair Holdings plc today (08 Mar.) provided an update in respect of its 2023 AGM held on 14 Sept. 2023. At that AGM, all resolutions were passed by the requisite majority. As resolutions 3 and 4(g) passed with a majority of less than 80%, in accordance with the UK Corp. Governance Code, Ryanair's Board wishes to update shareholders on actions taken and feedback received.

Prior to resolution 3 (the Directors' Remuneration Policy ("DRP")) being put to shareholders at the 2023 AGM, Stan McCarthy (Chairman) and Róisín Brennan (Chair of Remco) engaged extensively with Ryanair's large shareholders (representing approx. 60% of the shareholder base) and key proxy advisors on, amongst other matters, the key features of the DRP which included details of Ryanair Group CEO's, Michael O'Leary ("MOL"), contract extension which commits MOL to remain employed by the Group until Jul. 2028 (previously Jul. 2024).

Throughout the above process (and shareholder consultation subsequent to the 2023 AGM), feedback on the DRP was broadly positive, with many complimenting its simplicity and alignment with long-term shareholders' interests. Some concerns, however, were expressed in relation to the potential value of the Executive Directors share option grant if stretched performance targets are achieved and the grant vests (in 2028). Additionally, clarification was sought in relation to the 28 day period during which the Company's share price is required to exceed ?21 in order for share options to potentially vest.

The Board recognises that a range of views exists across the shareholder base in relation to the pay of Executive Directors. The Board notes that the 73% vote in support of the DRP, the 100% support for MOL's re-election and 91% support for the Remuneration Report at the 2023 AGM reflects the overwhelming support for MOL's contract extension and the ambitious stretch targets set out in his share option grant, which are closely aligned with long-term shareholder interests.

The Board is grateful for the feedback received and the two-way engagement with major shareholders. Given overall majority support was obtained for the DRP, it is not proposed to make any further changes to the approach to remuneration that was set out in the 2023 Annual Report. Remco will, however, consider the above feedback when designing future policies.

As Mr. Cawley has confirmed that he is not seeking re-election at the 2024 AGM (in Sept.), having reached his nine-year tenure as a Non-Executive Director, no further engagement was deemed necessary in relation to resolution 4(g). The Board considers Mr. Cawley as independent within the spirit and meaning of the UK Corp. Governance code.

For further info please contact:

Peter Larkin

Ryanair Holdings plc

Tel: +353 (0) 1 945 1212

larkinp@ryanair.com