RYA.L Regulatory News (RYA)

RYANAIR HOLDINGS PLC

28 September, 2015

Publication of Circular and Notice of Extraordinary General Meeting in respect of proposed Return of Cash

Ryanair, Europe's favourite airline, advises that it has today issued a Circular to Shareholders containing details of the proposed return to Shareholders of approximately €398 million, comprising the gross proceeds from the sale of its shares in Aer Lingus. The Circular includes notice of an Extraordinary General Meeting (to be held in Dublin on 22 October, 2015) at which the Resolutions necessary for the implementation of the Return of Cash will be considered and voted on.

The Return of Cash amounts to €0.2942 per Existing Ordinary Share and is being effected by means of a B Share scheme. This gives Shareholders (other than Restricted Shareholders and ADS Holders who will (subject to the passing of the Resolutions) receive the B Share Dividend) a choice as to the form in which they receive their proceeds from the Return of Cash - redemption proceeds (the Redemption Option) or dividend income (the B Share Dividend). Shareholders who are eligible to make an election but fail to do so will be deemed to have elected for the Redemption Option.

In order to try to maintain (subject to market fluctuations) the market price for Ordinary Shares at approximately the same level as immediately prior to the implementation of the Return of Cash, a Capital Reorganisation, entailing a Share Consolidation on the basis of 39 New Ordinary Shares for every 40 Existing Ordinary Shares, is also being proposed.

Further details of the Return of Cash and Capital Reorganisation is contained in the Circular.

Document Availability

Copies of the Circular and other documentation being issued in connection with the Return of Cash and Capital Reorganisation will be available on the Ryanair website at http://investor.ryanair.com/. Shareholder documentation has also been submitted to the Irish Stock Exchange and the UK National Storage Mechanism. These documents will therefore be available for inspection at http://www.morningstar.co.uk/uk/NSM and at the following address:

Companies Announcements Office

The Irish Stock Exchange

28 Anglesea Street

Dublin 2

Expected Timetable

The expected timetable of events in respect of the Extraordinary General Meeting, the Return of Cash and the Capital Reorganisation for Shareholders (excluding ADS Holders) and for ADS Holders is set out below.

These dates are given on the basis of the Board's current expectations and are subject to change. If any of the times or dates should change, the Company will give notice of the change by issuing an announcement by way of Regulatory Information Service. Details of any such revised times and/or dates will also be available on the Investor Relations section of the Company's website, http://investor.ryanair.com/.

TIMETABLE FOR SHAREHOLDERS (EXCLUDING ADS HOLDERS)

Notes:

(1) All events in the above timetable following the Extraordinary General Meeting are conditional upon approval by Shareholders of the Resolutions at the Extraordinary General Meeting. All events in the above timetable following Listing are conditional upon Listing becoming effective.

(2) All references to time in this announcement are to time in Dublin, save where otherwise stated.

TIMETABLE FOR ADS HOLDERS

*This represents an update on the date of 23 October, 2015 included for this purpose in the Circular as, subsequent to the Latest Practicable Date for the purposes of the Circular, NASDAQ advised they would adopt the same ex-entitlement date in respect of the ADSs as was adopted by the ISE and the LSE (being 28 October, 2015).

Notes:

(1) The B Share Dividend will be paid to ADS holders net of the Depositary's fee of US$0.02 per Existing ADS and any applicable expenses and taxes.

Defined terms used in this announcement have the same meaning as in the Circular issued by the Company dated 28 September, 2015.

ENDS

For further information

please contact: Robin Kiely Joe Carmody

Ryanair Ltd Edelman Ireland

Tel: +353-1-9451949 Tel: +353-1-6789 333

press@ryanair.com ryanair@edelman.com