THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to be taken, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser (being, in the case of Shareholders in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 Nos. 1 to 3 (as amended) or the Investment Intermediaries Act 1995 and, in the case of Shareholders in the United Kingdom, an adviser authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom and, in the case of Shareholders in a territory outside Ireland and the United Kingdom, from another appropriately authorised independent financial adviser).

If you have sold or otherwise transferred your entire holding of Ordinary Shares in Ryanair Holdings plc, please forward this Circular, together with the enclosed Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.

Ryanair and the Directors, whose names appear on page 4, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

RYANAIR HOLDINGS plc

(Incorporated and registered in Ireland under the Companies Acts 1963 to 2013, registered number 249885)

Proposed Purchase of

up to 200 Boeing 737 MAX 200 Aircraft

Notice of Extraordinary General Meeting

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Ryanair as sole sponsor to Ryanair in connection with the requirements of the Irish Stock Exchange relating to the Proposed Purchase and for no one else (including the recipient of this Circular) in relation to the Proposed Purchase and other matters referred to in this Circular and will not be responsible to any other person for providing the protections afforded to customers of Davy nor for providing advice in connection with any transaction or arrangement referred to in this Circular. Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the Central Bank or the regulatory regime established thereunder or by the Irish Stock Exchange, Davy does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by Davy, the Company or any other person, in connection with the Company or any other matter described in this document and nothing in this document shall be relied upon as a promise or a representation in this respect, whether as to the past or the future. Davy accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.

No person has been authorised to give any information or make any representations in respect of the Proposed Purchase other than those contained in this document and, if given or made, such representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change to the affairs of the Company since the date of this document or that the information is correct as of any subsequent time.

A letter from the Chairman of Ryanair Holdings plc is set out on pages 4 to 11 of this Circular.

Your attention is drawn to the Notice of an Extraordinary General Meeting to be held at the Ryanair Dublin Office, Airside Business Park, Swords, Co. Dublin, Ireland on 28 November 2014 at 9.00 a.m. which is contained at the end of this Circular. A Form of Proxy for use at the EGM is enclosed and, whether or not you intend to attend the EGM in person, please complete, sign and return the Form of Proxy to the Company's Registrars, Capita Asset Services, Shareholder solutions (Ireland), PO Box 7117, Dublin 2, Ireland (by post) or to Capita Asset Services, Shareholder solutions (Ireland), 2 Grand Canal Square, Dublin 2, Ireland (by hand) as soon as possible but in any event so as to be received by the Company's Registrars no later than 9.00 a.m. on 26 November 2014. Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting in person at the EGM or any adjournment thereof, should they wish to do so.

Electronic proxy appointment is available for the Extraordinary General Meeting. This facility enables a Shareholder to lodge its proxy appointment by electronic means by logging on to the website of the registrars, at: www.capitashareportal.com, entering the Company name, Ryanair Holdings plc. You will need to register for Share Portal by clicking on "registration section" (if you have not registered previously) and following the instructions thereon. Alternatively, for those who hold Ordinary Shares in CREST, a Shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Capita Registrars (CREST participant ID 7RA08), in each case so that it is received by no later than 9.00 a.m. on 26 November 2014. The completion and return of either an electronic proxy appointment notification or a CREST Proxy Instruction (as the case may be) will not prevent the Shareholder from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof, should the Shareholder wish to do so.

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3

PART 1 LETTER FROM THE CHAIRMAN 4
(1) Introduction 4
(2) The 2014 Boeing Contract 4
(3) Rationale for Purchase 6
(4) Financing Arrangements 7
(5) Impact of the Purchase of the Boeing Aircraft 7
(6) Strategy 8
(7) Current Trading and Prospects 10
(8) Action to be taken 11
(9) Recommendation 12

PART 2 SUMMARY OF THE TERMS AND CONDITIONS OF THE 2014 BOEING CONTRACT AND RELATED FINANCING ARRANGEMENTS 13

PART 3 RISK FACTORS 18

PART 4 ADDITIONAL INFORMATION 20

CHECKLIST OF DOCUMENTATION INCORPORATED BY REFERENCE 24

DEFINITIONS 25

NOTICE OF EXTRAORDINARY GENERAL MEETING 29

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date of issue of this Circular
4 November 2014

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting
9.00 a.m. on 26 November 2014

Time and date of Extraordinary General Meeting
9.00 a.m. on 28 November 2014

Notes:
(i) References to times and dates in this Circular are references to times and dates in Dublin, Ireland;
(ii) The dates and times set forth above are subject to Ryanair’s rights to extend or amend them if necessary.

PART 1 – LETTER FROM THE CHAIRMAN

RYANAIR HOLDINGS plc

(Incorporated and registered in Ireland under the Companies Acts 1963 to 2013, registered number 249885)

Directors
David Bonderman (Chairman)
Michael Cawley
Michael Horgan
Charles McCreevey
Declan McKeon
Kyran McLaughlin
Dick Milliken
Michael O'Leary * (Chief Executive)
Julie O'Neill
James Osborne
Louise Phelan
* denotes executive director

Head and Registered Office
Ryanair Dublin Office,
Airside Business Park
Swords
County Dublin
Ireland

4 November 2014

To the Shareholders of Ryanair Holdings plc and, for information only, to the Option Holders.

Proposed Purchase of up to 200 Boeing 737 MAX 200 Aircraft

Notice of Extraordinary General Meeting

Dear Shareholder,

1. INTRODUCTION

On 8 September 2014 Ryanair announced that it had entered into an agreement with Boeing to purchase up to 200 Boeing 737 MAX 200 series aircraft (of which 100 are the subject of a firm order and 100 are subject to an option exercisable at Ryanair's discretion) over a 5 year period from calendar 2019 to 2023 (inclusive). By virtue of the relative value of the 2014 Boeing Contract compared to the size of the Company, the Listing Rules require that completion of the 2014 Boeing Contract be conditional upon shareholder approval which will be sought at an extraordinary general meeting of the Company to be held in Dublin on 28 November 2014.

The principal terms and conditions of the 2014 Boeing Contract are summarised in Part 2 of this Circular and the benefits expected to accrue to Ryanair as a result of the Purchase are detailed at paragraph 5 of this Part 1 headed "Impact of the Purchase of the Boeing Aircraft".

The purpose of this Circular is to provide you with further information on the reasons for, and terms and conditions of, the Proposed Purchase and to explain why your Board believes it is in the best interests of Ryanair and why they unanimously recommend you to vote in favour of it at the Extraordinary General Meeting. A notice convening this meeting, at which a resolution will be proposed to approve the 2014 Boeing Contract, is set out at the end of this document.

2. THE 2014 BOEING CONTRACT

Ryanair entered into a contract with Boeing in 2013 for the purchase, over a five year period, of 175 737-800 Boeing aircraft, with first deliveries under this contract having commenced in September 2014. This 2013 contract was approved by Shareholders at an extraordinary general meeting held in June 2013. A further supplemental agreement was entered into with Boeing in April, 2014 for 5 additional 737-800 Boeing Aircraft, 4 of which are for delivery in early summer 2015, with the fifth due for delivery in February, 2016 (collectively the "2013 Boeing Contract").

The 2014 Boeing Contract relates to the proposed purchase of up to 200 new Boeing 737 MAX 200 aircraft (100 firm and 100 subject to option). The Boeing 737 MAX 200 aircraft is a new model of aircraft which for Ryanair will feature 197 seats (8 more than the 189 for the Boeing 737-800) and new fuel efficient CFM LEAP-1B engines.

Under the 2014 Boeing Contract the Purchaser, Aviation Finance and Leasing S.à.r.l, a wholly owned subsidiary of Ryanair, has agreed to purchase the 100 firm aircraft that it has ordered over a 5 year period from calendar 2019 to 2023 (inclusive). An additional 100 aircraft options are also available to Ryanair to purchase during this period. As at 30 September, 2014, Ryanair's fleet consisted of 299 Boeing 737-800 aircraft. The aircraft to be delivered under the 2013 Boeing Contract will see Ryanair's fleet grow to approximately 420 aircraft (allowing for sales and lease returns) in the period from fiscal years 2015 to 2019. In the period from fiscal years 2019 to 2024, pursuant to the 2014 Boeing Contract, the fleet will grow to 520 aircraft (allowing for sales and lease returns). Ryanair has stated that it intends to exercise the options in respect of the second 100 New Aircraft subject to market conditions. All of the New Aircraft will be used, together with scheduled deliveries under the 2013 Boeing Contract, on new and existing routes to grow Ryanair's business from annual traffic of 81.7 million passengers in fiscal year 2014 to a target of approximately 150 million passengers per annum by fiscal year 2024. Prior to the 2014 Boeing Contract Ryanair had targeted passengers to grow to 114 million per annum by the end of fiscal year 2019.

The Boeing 737 MAX 200 represents the newest generation of Boeing's 737 aircraft. It is a short-to-medium range aircraft and seats 197 passengers (8 more than Ryanair's existing 189 seat fleet). The Basic Price (equivalent to a standard list price for an aircraft of this type) for each of the Boeing 737 MAX 200 series aircraft is approximately US$102 million and the Basic Price will be increased for certain "buyer-furnished" equipment, amounting to approximately US$1.6 million per New Aircraft, which Ryanair has asked Boeing to purchase and install on each of the New Aircraft. In addition an Escalation Factor will be applied to the Basic Price to reflect increases in the Employment Cost Index and Producer Price Index between the time the Basic Price was set in the 2014 Boeing Contract and the planned month of delivery of any such New Aircraft.

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

The new aircraft under the 2013 Boeing Contract will be delivered on a phased basis over a 5 year period with the first 11 being delivered in the fiscal year ended 31 March 2015. Ryanair's fleet size is projected to increase to approximately 420 aircraft by fiscal year 2019 (assuming 57 lease returns or disposals of older aircraft over the period) post delivery of the 2013 order.

New Aircraft under the 2014 Boeing Contract will be delivered on a phased basis over a 5 year period with the first 31 being delivered in the fiscal year ended 31 March 2020. Ryanair's fleet size is then projected to increase to approximately 520 aircraft by fiscal year 2024 (assuming 100 lease returns or disposals of older aircraft over the period if all options are exercised) post delivery of the 2013 order. The following table outlines the projected changes in the fleet size over the period:

Fiscal Year End	31-Mar 2015	31-Mar 2016	31-Mar 2017	31-Mar 2018	31-Mar 2019	31-Mar 2020	31-Mar 2021	31-Mar 2022	31-Mar 2023	31-Mar 2024	Summary
Opening Fleet	297	308	340	368	402	420	451	468	489	509	297
Deliveries under 2013 Boeing Contract	11	40	50	50	29	—	—	—	—	—	180
Firm deliveries under 2014 Boeing Contract	—	—	—	—	—	31	17	21	20	11	100

Fiscal Year End	31-Mar 2015	31-Mar 2016	31-Mar 2017	31-Mar 2018	31-Mar 2019	31-Mar 2020	31-Mar 2021	31-Mar 2022	31-Mar 2023	31-Mar 2024	Summary
Option Aircraft under 2014 Boeing Contract	—	—	—	—	-8		25	28	25	14	100
Planned returns or disposals	—	-8	-22	-16	-11	-8	-25	-28	-25	-14	-157
Closing Fleet	308	340	368	402	420	451	468	489	509	520	520

In the event that the 2014 Boeing Contract is not approved by Shareholders, it will terminate without penalty and be without further force and effect. Boeing will be required to refund all advance payments made by Ryanair under the terms of the 2014 Boeing Contract.

3. RATIONALE FOR PURCHASE

Ryanair's objective is to substantially increase its scheduled passenger business, through continued improvements and expanded offerings of its low-fares service. In the highly challenging current operating environment, Ryanair seeks to offer low fares that generate increased passenger traffic while maintaining a continuous focus on cost-containment and operating efficiencies.

A commitment to low operating costs is a feature of this focus. Ryanair's primary strategy for controlling aircraft acquisition costs is focused on operating aircraft provided by a single manufacturer (Boeing), enabling Ryanair to limit the costs associated with personnel training, maintenance, and the purchase and storage of spare parts while also affording the Company greater flexibility in the scheduling of crews and equipment. Management also believes that the terms of Ryanair's contracts with Boeing are very favourable to Ryanair, having regard to the innovations included in the Boeing 737 MAX 200 and the opportunity they represent for further revenue generation and cost saving.

In the fiscal year ended 31 March 2014 Ryanair carried 81.7 million passengers. Ryanair currently operate over 1,600 routes per day serving 30 countries and 186 airports, making it the largest international scheduled airline in the world per IATA European airline passenger statistics. Ryanair has one of the newest fleet of aircraft in Europe. The current average aircraft age of Ryanair's Boeing 737-800 fleet is approximately 5 years and no aircraft is older than 12 years. In order to be able to support this network, to expand on existing routes and to open new routes in line with the Group's growth plans, the Directors believe that Ryanair requires additional aircraft. The New Aircraft to be acquired under the 2014 Boeing Contract will help provide Ryanair with sufficient capacity to carry its target of approximately 150 million passengers per annum by 31 March 2024. Ryanair expects to carry approximately 89 million passengers in the fiscal year to March 2015 based on a load factor of 86%.

The Directors wish to secure a controlled supply of aircraft for the airline over the next 10 years to enable Ryanair to continue to grow, whilst at the same time obtaining favourable purchase terms, phased deliveries, lower operating costs on new aircraft and greater revenue potential. After intensive negotiations Ryanair selected the Boeing 737-MAX 200 for the following reasons:

197 seats (8 more than Ryanair's existing 189 seat fleet and the Airbus A320neo). It is estimated by Ryanair that the additional seats would generate approximately $1 million additional revenue per plane per year, with only minimal additional costs;
New CFM LEAP-1B engines which, combined with the Advanced Technology winglet and other aerodynamic improvements, will reduce fuel consumption by up to 18% on a per seat basis compared to the Boeing 737-800 NG in Ryanair's configuration and reduce operational noise emissions by 40%;
New Boeing Sky Interior to enhance customers onboard experience;
New slimline seats which will provide more leg room (average over 30 inches);
These "gamechanger" aircraft will allow Ryanair to reduce costs and offer lower airfares, while improving customer experience with more leg room and the Boeing Sky Interior, as new offers are rolled out, particularly for Business Plus and Family Extra customers;

Phased deliveries in respect of the firm order for 100 New Aircraft and (if exercised) the additional 100 New Aircraft under option, will give Ryanair the flexibility and the capacity to grow passenger traffic from 81.7 million in fiscal year 2014 to a targeted approximately 150 million per annum in fiscal year 2024.

The Board believes that the 737 MAX 200 will assist Ryanair deliver on its growth strategy, providing significant cost efficiencies, increased revenues and a higher level of passenger comfort. The transaction will ensure that Ryanair has sufficient aircraft to implement its long-term growth plan and further demonstrates to customers, shareholders and potential investors, Ryanair's commitment to execute its long-term plan to open new routes and bases throughout Europe with the goal of growing Ryanair traffic from 81.7m in fiscal year 2014 to approximately 150 million passengers per annum by 31 March 2024. The Directors believe that the expected value to accrue to Ryanair justifies the cost of the Purchase.

4. FINANCING ARRANGEMENTS

Subject to Shareholder approval of the Purchase, Ryanair expects its first delivery of the New Aircraft under the 2014 Boeing Contract in August 2019. Ryanair expects to finance these aircraft purchases using a variety of financing options closer to the time of their delivery date.

Ryanair has a track record in securing finance for similar sized aircraft purchases. The 1998, 2002, 2003 and 2005 Boeing Contracts totalling 348 aircraft were financed with approximately 66% US Ex-Im Bank loan guarantees via the capital markets (with 85% loan to value) financing, approximately 24% through sale and operating leaseback financing, and approximately 10% through Japanese operating leases with call options ("JOLCOs"). These sources of funding continue to be available to the Company, although as noted below, the costs associated with loan guarantees from Ex-Im Bank have increased.

Ryanair recently obtained a BBB+ (stable) corporate rating from both Standard & Poor's and Fitch Ratings and established a €3 billion EMTN programme. In June 2014 Ryanair Limited issued €850 million in unsecured Eurobonds with a 7 year tenor at a coupon of 1.875%. This programme is guaranteed by Ryanair Holdings plc. Further issuances would be expected under this programme or successor programmes in the context of ongoing working capital needs including the financing of the New Aircraft under the 2014 Boeing Contract.

Under the new Aviation Sector Understanding which came into effect from 1 January 2013, the fees payable to Ex-Im Bank for the provision of loan guarantees has significantly increased, thereby making it more expensive than more traditional forms of financing. As a result, Ryanair expects to finance the New Aircraft through a combination of debt financing through the capital markets in a secured and unsecured manner, internally generated cash flows, debt financing from commercial banks, commercial debt through JOLCOs and sale and operating leasebacks. These forms of financing are generally accepted in the aviation industry and are currently widely available for companies who have the credit quality of Ryanair. Ryanair may periodically use Ex-Im Bank loan guarantees when appropriate.

Ryanair intends to finance pre-delivery payments ("Aircraft Deposits") to Boeing in respect of the New Aircraft via internally generated cash flows similar to previous Aircraft Deposit payments.

5. IMPACT OF THE PURCHASE OF THE BOEING AIRCRAFT

Ryanair currently intends to obtain the necessary finance for the payment for New Aircraft to be delivered under the 2014 Boeing Contract in the manner described in paragraph 4 of this Part 1 under "Financing Arrangements" and in paragraph 8 of Part 2 of this Circular under "Financing of the Aircraft Purchase". Further information on the impact of the purchase of the New Aircraft, in particular on Ryanair's long term funding requirements, is set out in paragraph 5 of Part 4 of this Circular. Although the Directors are confident that the necessary finance will be available to Ryanair, there can be no assurance that this will be the case or that Ryanair will not elect to use alternative financing, including equity offerings, or that the cost of any such finance will not be higher than currently anticipated.

As at 30 September, 2014, Ryanair's fleet consisted of 299 Boeing 737-800 series aircraft. The Boeing 737 MAX 200 series aircraft have 8 more seats and a lower operating cost per seat than the Boeing 737-800 aircraft or the comparable Airbus A320neo series. Assuming delivery of all of the New Aircraft under the 2014 Boeing Contract, the Directors estimate that by 31 March 2024, Ryanair's fleet will be comprised of approximately 520 aircraft (depending on the number of options exercised, lease returns and disposals of older aircraft). The phased delivery of the New Aircraft should provide Ryanair with sufficient capacity to achieve a targeted increase in passenger volumes to approximately 150 million passengers per annum by 31 March 2024.

The depreciation charge per New Aircraft per annum will be based on the net cost to Ryanair of the New Aircraft less an amount to be set aside for pre-paid maintenance and a 15% residual value calculated on the market value of the New Aircraft. The resultant value is depreciated on a straight line basis over a 23 year life. This policy is consistent with the existing policy adopted by Ryanair in relation to the existing Boeing 737-800 NG fleet.

In summary the Directors anticipate that the New Aircraft will provide opportunities to successfully open new routes, establish new bases, increase frequency on certain existing routes, reduce costs (through fuel consumption reductions per passenger of 18%) at current market prices along with improving customers' onboard experience and reducing noise emission by 40%. The additional 8 seats per aircraft will enable Ryanair to substantially increase revenues on a per flight basis through increased passenger numbers while reducing the key operating costs, particularly fuel, relating to the New Aircraft on a "per seat" or "per passenger" basis compared to the existing fleet.

6. STRATEGY

Ryanair's objective is to maintain itself as Europe's only ultra low cost carrier through continued implementation of cost reductions and operating efficiencies and expanded offerings of its low-fares service. Ryanair aims 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 strategy include the following:

Low-fares

Ryanair's low fares are designed to stimulate demand, particularly from fare-conscious leisure and business travellers who might otherwise have used alternative forms of transportation or would not have travelled at all. Ryanair sells seats on a one way basis thus eliminating minimum stay requirements from all travel on Ryanair scheduled service. Ryanair sets fares on the basis of demand for particular flights and by reference to the period remaining to the date of the departure of the flight, with higher fares typically charged on flights with higher levels of demand for bookings made nearer to the date of departure.

Customer Service

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

Ryanair has implemented a series of strategic initiatives that are positively impacting on its customer service offering, including a new, easier-to-navigate website with a fare finder facility, reduced penalty fees, allocated seating and more customer-friendly baggage allowances and change policies. Further, these initiatives include scheduling more flights to primary airports, selling flights via travel agents on GDS, new "Family Extra" and "Business Plus" products, increasing marketing spending significantly to support these initiatives, and adjusting the airline's fare management strategy with a view to raise forward bookings to drive higher load factors and increase yields on close in bookings.

Frequent Point-to-Point Flights on Short-Haul Routes

Ryanair provides frequent point-to-point service on short-haul routes to secondary, regional and more recently certain primary airports in and around major population centres and travel destinations. In choosing its routes, Ryanair primarily favours secondary airports with convenient transportation to major population centres. Secondary and regional airports are generally less congested than major airports and, as a result, can be expected to provide higher rates of on-time departures, faster turnaround times (the time an aircraft spends at a gate loading and unloading passengers), fewer terminal delays, more competitive airport access, and lower handling costs. As part of its strategic initiatives, Ryanair plans to increase the number of primary airports that it serves, focussing particularly on those that facilitate a quick turnaround and offer opportunities for the Company to profitably enhance its route choice by adding city pairs that are attractive to both business and leisure customers alike. Ryanair's on time performance record (arrivals within 15 minutes of schedule) for the 2014 fiscal year was 92%. Fast turnaround times are a key element in Ryanair's efforts to maximize aircraft utilisation. Ryanair's average scheduled turnaround time for the 2014 fiscal year was approximately 25 minutes.

Low Operating Costs

The success of Ryanair's low-fare strategy is critically dependent on the maintenance of an ultra low cost base. Ryanair's operating costs per passenger are the lowest of any European scheduled passenger airline. Ryanair strives to reduce or control four of the primary expenses involved in running a major scheduled airline: (i) aircraft ownership costs; (ii) personnel costs; (iii) customer service costs; and (iv) airport access and handling costs.

Taking advantage of the Internet

Utilisation of the Internet as a booking system has been a core element of Ryanair's strategy for a number of years. In May 2012, Ryanair further upgraded the reservation system, which offers more flexibility for future system enhancements and to accommodate the future growth of Ryanair. In November 2013, Ryanair re-launched its website in a new, easier to use, format that reduced the booking process from 17 to 5 "clicks". Various other initiatives were also introduced, including a fare finder facility which enables customers to easily find the lowest fares. The "My Ryanair" registration services, which allows customers to securely store their personal and payment details, has also significantly quickened the booking process and made it easier for customers to book a flight. The Company also launched a new mobile app on 15 July 2014, with a further upgrade on 30 October 2014, which makes it simpler and easier for customers to book Ryanair flights.

Commitment to Safety and Quality Maintenance

Safety is the primary priority of Ryanair and its management. This commitment begins with the hiring and training of Ryanair's pilots, flight attendants, and maintenance personnel and includes a policy of maintaining its aircraft in accordance with the highest European airline industry standards. Ryanair has not had a single passenger or flight crew fatality in its 30-year operating history. Ryanair's exemplary safety standards were publicly recognised by the IAA in September 2012 when they confirmed "Ryanair safety is on a par with the safest airlines in Europe".

Enhancement of Operating Results through Ancillary Services

Ryanair offers a variety of ancillary revenue services in conjunction with its core transportation service, including optional on-board merchandise, beverage and food sales, accommodation reservation services, advertising, travel insurance, car rentals, bus tickets, priority boarding and allocated seating. For the 2014 fiscal year as stated in the Annual Report and Accounts 2014, ancillary services accounted for approximately 25% of Ryanair's total operating revenues, as compared to approximately 22% of such revenues in the 2013 fiscal year.

Focused Criteria for Growth

Building on its success in the Ireland-U.K. market and its expansion of service to continental Europe and Morocco, Ryanair intends to follow a manageable growth plan targeting specific markets. Ryanair believes it will have opportunities for continued growth by: (i) using fare

promotions to increase load factors; (ii) initiating additional routes in the EU; (iii) initiating additional routes in countries party to a European Common Aviation Agreement with the EU that are currently served by higher-cost, higher-fare carriers; (iv) increasing the frequency of service on its existing routes; (v) starting new domestic routes within individual EU countries; (vi) considering acquisition opportunities that may become available in the future; (vii) connecting airports within its existing route network (“triangulation”); (viii) establishing new bases; and (ix) initiating new routes not currently served by any carrier.

Responding to Current Challenges

In recent periods, and with increased effect in the 2012, 2013 and 2014 fiscal years, Ryanair's low-fares business model has faced substantial pressure due to significantly increased fuel costs and reduced economic growth (or economic contraction) in some of the economies in which it operates and higher airport charges and/or taxes. The Company has aimed to meet these challenges by: (i) adopting a policy of grounding a certain portion of its fleet during the winter months (from November to March inclusive). In the winter months of fiscal 2014, Ryanair grounded approximately 70 aircraft and the Company announced in May 2014 that it intends to reduce the number of grounded aircraft to approximately 50 during the winter months of fiscal 2015 (to take advantage of growth opportunities and to improve its frequency and schedules on certain business routes); (ii) disposing of aircraft (lease hand backs totalled four in the 2013 fiscal year and eight in the 2014 fiscal year); (iii) controlling labour and other costs, including through wage freezes for non-flight crew personnel in fiscal 2011 and fiscal 2013, selective redundancies and the introduction of Internet check-in in fiscal 2010; and (iv) renegotiating contracts with existing suppliers, airports and handling companies.

CURRENT TRADING AND PROSPECTS

Current Trading and Outlook for the Current Fiscal Year

On 3 November 2014, the Company announced the financial results for the six month period ended 30 September 2014. Net Profit was €795m, an increase of 32% over the equivalent period in the prior year helped by the timing of a strong Easter in Q1 and a weak prior year comparable. Traffic grew 4% to 51.3 million as load factors rose by 4 percentage points to 89%. Average fare rose by 5%, boosted by the strong Easter and high summer load factors, while total revenues were up 9% to over €3.5bn. Unit costs fell by 2% (excluding fuel they rose by 3%) mainly due to higher landing and handling costs at primary airports and a higher marketing spend to support an enhanced service offering for customers.

The Company raised its guidance on net profit after tax in respect of the year ending 31 March 2015 (previously €650 million) to a range of €750 million to €770 million.

This forecast is based on the assumptions set out below which are subject to the influence and actions of Ryanair management. It is presented on a basis consistent with the accounting policies as adopted by Ryanair.

Traffic Growth

Full year traffic is expected to grow by almost 10% to 89 million.

Revenues

Ryanair expects the second half of the year to be characterised by a softer pricing environment driven by the 16% or 5.3 million increase in passengers (12% in Q3 and over 20% in Q4) to capitalise on opportunities at both primary and secondary airports with increased frequencies to attract more business traffic. These traffic increases will put downward pressure on fares and Ryanair expect yields to fall by 3% to 5% in the third quarter and by 6% to 10% in the fourth quarter. This will result in a rise in average fares for the full year of approximately 1% to €47.

Costs

Unit costs (ex-fuel) for the fiscal year 2015 will be broadly flat, better than originally guided (increase of 4%), due to higher traffic volumes which are positive for unit costs.

Further Opportunities and Longer Term Prospects

The Board believes that now is a time of significant opportunity in Europe. The majority of European airlines have reduced capacity as they consolidate or restructure and cut capacity, offering increased opportunities for Ryanair to grow market share throughout Europe. Management estimate that Ryanair's 89 million passengers p.a. (the forecast full year traffic growth for FY15) currently represent approximately 16% of the addressable European market (excluding those major hub airports which Ryanair does not envisage serving). Management have targeted 40% growth to approximately 114 million passengers per annum over the next 5 years to 31 March 2019 and, with the addition of the New Aircraft, are targeting further growth of almost 32% to approximately 150 million passengers per annum by fiscal year 2024 (cumulative 84% growth in passenger numbers). These targets are based on the following rationale:

Many EU airline competitors are going through a period of consolidation, restructuring and capacity cuts which present significant opportunities for Ryanair to grow market share throughout Europe;
The flag carriers capacity reductions at certain primary airports and resulting discounts to Ryanair to grow at these airports has enabled Ryanair to significantly increase its presence at many airports in order to develop business routes to/from these airports;
Ryanair believes that there is potential to grow market share to at least 20% as Southwest Airlines (including the recently acquired AirTran) in the US can be used as a reasonable comparator given its history and operating model, and it currently serves approximately 20% of the US market despite (relative to Ryanair) higher fares, a higher cost base and a less favourable competitive landscape where struggling competitors are able to seek chapter 11 bankruptcy protection rather than discontinue business; and
Ryanair believes that there is also significant opportunity to grow the existing addressable market, as Ryanair's lower cost base has enabled it to stimulate traffic on previously unserved or underserved routes by providing ultra low fares. Passengers currently fly most frequently in those markets where Ryanair's ultra low fares have been available for the longest time, for example the UK, Spain and Italy. By continuing to stimulate demand via low fares throughout Europe we believe the total addressable market could grow.

8. ACTION TO BE TAKEN

An Extraordinary General Meeting of the Company will be held at the Ryanair Dublin Office, Airside Business Park, Swords, Co. Dublin, Ireland on 28 November 2014. At the meeting, the resolution to approve the 2014 Boeing Contract set out in the Notice of Extraordinary General Meeting at the end of this Circular will be proposed as an ordinary resolution. A Form of Proxy for use at the Extraordinary General Meeting is attached.

Whether or not you wish to attend the Extraordinary General Meeting, you should complete and sign the Form of Proxy in accordance with the instructions printed on it and return it to the Company's Registrars, Capita Asset Services, Shareholder solutions (Ireland), 2 Grand Canal Square, PO Box 7117, Dublin 2, Ireland (by post) or to Capita Asset Services, Shareholder solutions (Ireland), 2 Grand Canal Square, Dublin 2, Ireland (by hand) no later than 9.00 a.m. on 26 November 2014. The return of the Form of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person should you wish to do so.

Electronic proxy appointment is available for the Extraordinary General Meeting. This facility enables a Shareholder to lodge its proxy appointment by electronic means by logging on to the website of the registrars at: www.capitashareportal.com, entering the Company name, Ryanair Holdings plc. You will need to register for Share Portal by clicking on "registration section" (if you have not registered previously) and following the instructions thereon. Alternatively, for those who hold Ordinary Shares in CREST, a Shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Capita Registrars (CREST participant ID 7RA08), in each case so that it is received by no later than 9.00 a.m. on 26 November 2014. The completion and return of either an electronic proxy appointment notification or a CREST Proxy Instruction (as the case may be) will not prevent the Shareholder from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof, should the Shareholder wish to do so.

If the Form of Proxy is not returned or the electronic proxy appointment notification or CREST Proxy Instruction is not submitted by 9.00 a.m. on 26 November 2014, your vote will not count unless you attend in person at the Extraordinary General Meeting.

9. RECOMMENDATION

The Board believes that the Purchase under the 2014 Boeing Contract described herein is in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting.

The Directors intend to vote in favour of the Resolution at the Extraordinary General Meeting in respect of their own beneficial holdings, which amount, at the date of this Circular, to 60,279,771 in total Ordinary Shares representing approximately 4% of the Existing Issued Share Capital of the Company.

Yours sincerely,

DAVID BONDERMAN

Chairman

PART 2 – SUMMARY OF THE TERMS AND CONDITIONS OF THE 2014 BOEING CONTRACT AND RELATED FINANCING ARRANGEMENTS

INTRODUCTION

Under the terms of the 2014 Boeing Contract, Ryanair has agreed to purchase up to 200 Boeing 737 MAX 200 series aircraft in the period from calendar 2019 to 2023. As at the date of this Circular, Ryanair's fleet consists of 301 Boeing 737-800 series aircraft. Under the previous Boeing contracts (1998, 2002, 2003, 2005 and 2013), Ryanair has purchased a total of 528 aircraft. The New Aircraft will be used on new and existing routes.

Summary of Boeing Contracts (other than the 2014 Boeing Contract)

	No. of Aircraft purchased
1998	28
2002	102
2003	78
2005	140
2013	180
Total	528

DELIVERY SCHEDULE

Ryanair is scheduled to take delivery of the first thirty one (firm orders) of the New Aircraft under the 2014 Boeing Contract in the fiscal year to 31 March 2020 (with the first New Aircraft arriving in August 2019). Deliveries of New Aircraft are currently projected as follows:

Fiscal Year End	31-Mar 2015	31-Mar 2016	31-Mar 2017	31-Mar 2018	31-Mar 2019	31-Mar 2020	31-Mar 2021	31-Mar 2022	31-Mar 2023	31-Mar 2024	Summary
Opening Fleet	297	308	340	368	402	420	451	468	489	509	297
Deliveries under 2013 Boeing Contract	11	40	50	50	29	—	—	—	—	—	180
Firm deliveries under 2014 Boeing Contract	—	—	—	—	—	31	17	21	20	11	100
Option Aircraft under 2014 Boeing Contract	—	—	—	—	—	8	25	28	25	14	100
Planned returns or disposals	—	-8	-22	-16	-11	-8	-25	-28	-25	-14	-157
Closing Fleet	308	340	368	402	420	451	468	489	509	520	520

PRICE

The Basic Price (equivalent to a standard list price for an aircraft of this type) for each of the New Aircraft (defined as a per aircraft airframe price, including engines, plus the per aircraft price for certain optional features agreed between the parties) is approximately US$102 million. The Basic Price will be increased by (a) an estimated US$1.6m per New Aircraft for certain "buyer-furnished" equipment Ryanair has asked Boeing to purchase and install on each of the New Aircraft, and (b) an "Escalation Factor" designed to increase the Basic Price of any individual New Aircraft by applying a formula which reflects increases in the published US Employment Cost Index and Consumer Price Indexes between the time the Basic Price was set and the period six months prior to the delivery of such New Aircraft. Ryanair is also responsible for the payment of any taxes on the New Aircraft other than certain US Federal taxes and Washington State taxes imposed upon Boeing. However, Ryanair does not anticipate that any such additional taxes shall arise and no such taxes have been payable on the 352 Boeing 737-800 aircraft already delivered under the 1998, 2002, 2003, 2005 and 2013 Boeing Contracts.

Boeing has granted Ryanair certain price concessions with regard to the New Aircraft. These will take the form of credit memoranda to Ryanair for the amount of such concessions, which Ryanair may apply toward the purchase of goods and services from Boeing or toward certain payments, other than advance payments, in respect of the purchase of the New Aircraft under the 2014 Boeing Contract. Boeing and CFMI (the manufacturer of the engines to be fitted on the New Aircraft) have also agreed to give Ryanair certain allowances for promotional and other activities as well as providing other goods and services to Ryanair on concessionary terms. Those credit memoranda and promotional allowances will reduce the effective price of each New Aircraft to Ryanair significantly below the Basic Price mentioned.

4. PAYMENT TERMS

Ryanair was required to pay Boeing 1% of the Basic Price of each of the New Aircraft on 8 October 2014 and will be required to make periodic advance payments of the purchase price for each New Aircraft it has agreed to purchase during the course of the two year period preceding the delivery of each New Aircraft. In the event that the 2014 Boeing Contract is not approved by Shareholders, it will terminate without penalty and be without further force and effect. Boeing will be required to refund all advance payments made.

As a result of these required advance payments, Ryanair will have paid up to 30% of the Basic Price of each New Aircraft prior to its delivery (including the addition of an estimated "Escalation Factor" and before deduction of any credit memoranda and other concessions due), with the balance of the net price being due at the time of delivery. The table on pages 16-17 sets out the expected delivery months for the 200 New Aircraft (assuming exercise in full of the options in respect of the second 100 New Aircraft), together with the schedule of payments excluding the estimated "Escalation Factor" and the price concessions granted to Ryanair by Boeing.

5. PRINCIPAL CONDITIONS

The 2014 Boeing Contract provides that it may be terminated by either party should it not be approved by an ordinary resolution passed at a general meeting of the Company. In such an event, all rights and obligations of Ryanair and Boeing with respect to the 2014 Boeing Contract will terminate and be without further force and effect. Boeing will promptly refund all advance payments made, including the deposit paid by Ryanair under the 2014 Boeing Contract as described in paragraph 4 above.

The delivery of each of the New Aircraft is dependent upon the satisfaction of the following material conditions:

(a) Ryanair having made the required advance payments prior to delivery;
(b) Ryanair securing regulatory licences for the export and operation of each of the New Aircraft (licences are required to export aircraft out of the United States of America and to operate as passenger aircraft in the Republic of Ireland); and
(c) Boeing's inclusion as an insured party in certain agreed insurance arrangements for each of the New Aircraft.

A breach of the 2014 Boeing Contract by Ryanair would result in the forfeiture of its deposit and the payment of certain costs and possible legal action against Ryanair.

6. BOEING SUPPORT

In addition to manufacturing and delivering the New Aircraft, the 2014 Boeing Contract requires Boeing to provide various ancillary goods and services to Ryanair throughout the period when the New Aircraft are operated by Ryanair. These ancillary goods and services include spare parts supports, maintenance software and certain other equipment concessions with respect to each New Aircraft.

Under the 2014 Boeing Contract, Boeing has also provided Ryanair with an extended warranty on the New Aircraft (including customary warranties against defects in design, materials or workmanship and a warranty that the New Aircraft comply with agreed specifications). It also agreed to indemnify Ryanair against any intellectual property infringement claims that may be brought in respect of the New Aircraft and any other claims in connection with any demonstration or test flights of the New Aircraft. Ryanair has provided Boeing with similar indemnities with respect to equipment furnished by Ryanair for installation in the New Aircraft.

As part of the agreement with Boeing, Ryanair has procured that Advanced Technology winglets and the Boeing Sky Interior will be incorporated on all of the New Aircraft. The cost of these winglets and the Boeing Sky Interior will be included in the net price of the New Aircraft.

7. TERMINATION AND ASSIGNMENT

Ryanair and Boeing's respective obligations to buy or sell any individual New Aircraft may be terminated by either party in the event of a bankruptcy or similar event affecting the other party or if any scheduled delivery of an individual New Aircraft is delayed for more than 12 months for a reason other than "excusable delay" which includes the right of Boeing to terminate any sale if a New Aircraft is damaged beyond repair before delivery or if delivery of a New Aircraft is delayed due to Boeing's "inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts". The 2014 Boeing Contract also generally provides that the rights and obligations of the parties may not (subject to certain stated exceptions) be assigned or transferred to non-affiliated third parties without the consent of the non-transferring party.

8. FINANCING OF THE AIRCRAFT PURCHASE

Ryanair has a track record in securing finance for similar sized aircraft purchases. The 1998, 2002, 2003 and 2005 Boeing Contracts totalling 348 aircraft were financed with approximately 66% US Ex-Im Bank loan guarantees and capital markets (with 85% loan to value) financing, approximately 24% through sale and operating leaseback financing, and approximately 10% through Japanese operating leases with call options ("JOLCOs"). These sources of funding continue to be available to the Company, although as noted below, the costs associated with loan guarantees from Ex-Im Bank have increased.

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

Ryanair intends to finance pre-delivery payments ("Aircraft Deposits") to Boeing in respect of the New Aircraft via internally generated cash flows similar to all previous Aircraft Deposit payments.

The following table sets out the delivery dates for the 200 New Aircraft, together with the schedule of payments excluding the estimated "Escalation Factor" and excluding the price concessions (which are commercially sensitive and confidential) granted to Ryanair by Boeing:

Figure 1 AIRCRAFT PAYMENT SCHEDULE (100 FIRM ORDERS)

Delivery Date	No. of Aircraft	Basic * Price	Buyer Furnished Equipment	Total Cost Per Aircraft	Total Cost	Total Cost Subject To Deposits	Advance Payment Prior to Delivery:				Total Advances 30%
							At Signing 1%	24 Mths 4%	21/18/12/9/6 Mths 5%
Aug-19	4	102,499,000	1,575,000	104,074,000	416,296,000	409,996,000	4,099,960	16,399,840	20,499,800	122,998,800	286,997,200
Sep-19	7	102,499,000	1,575,000	104,074,000	728,518,000	717,493,000	7,174,930	28,699,720	35,874,650	215,247,900	502,245,100
Oct-19	7	102,499,000	1,575,000	104,074,000	728,518,000	717,493,000	7,174,930	28,699,720	35,874,650	215,247,900	502,245,100
Nov-19	7	102,499,000	1,575,000	104,074,000	728,518,000	717,493,000	7,174,930	28,699,720	35,874,650	215,247,900	502,245,100
Jan-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Feb-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Mar-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Apr-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
May-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Sep-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Oct-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Nov-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Jan-21	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Feb-21	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Mar-21	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Apr-21	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
May-21	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Sep-21	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Oct-21	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Nov-21	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Jan-22	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Feb-22	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Mar-22	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Apr-22	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
May-22	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Sep-22	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900

the "effective price" (the purchase price of the aircraft net of discounts received from Boeing) of each New Aircraft will be significantly below the basic price due to certain price concessions that Boeing has granted Ryanair. (Note that the price is subject to escalation.)

Figure 1 AIRCRAFT PAYMENT SCHEDULE (100 OPTIONS)

Delivery Date	No. of Aircraft	Basic * Price	Buyer Furnished Equipment	Total Cost Per Aircraft	Total Cost	Total Cost Subject To Deposits	Advance Payment Prior to Delivery:				Balance At Delivery 70%
							At Signing 1%	24 Mths 4%	21/18/12/9/6 Mths 5%	Total Advances 30%
Jan-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Feb-20	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Mar-20	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Apr-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
May-20	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Sep-20	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Oct-20	3	102,499,000	1,575,000	104,074,000	312,222,000	307,497,000	3,074,970	12,299,880	15,374,850	92,249,100	215,247,900
Nov-20	2	102,499,000	1,575,000	104,074,000	208,148,000	204,998,000	2,049,980	8,199,920	10,249,900	61,499,400	143,498,600
Jan-21	4	102,499,000	1,575,000	104,074,000	416,296,000	409,996,000	4,099,960	16,399,840	20,499,800	122,998,800	286,997,200
Feb-21	4	102,499,000	1,575,000	104,074,000	416,296,000	409,996,000	4,099,960	16,399,840	20,499,800	122,998,800	286,997,200
Mar-21	4	102,499,000	1,575,000	104,074,000	416,296,000	409,996,000	4,099,960	16,399,840	20,499,800	122,998,800	286,997,200
Apr-21	4	102,499,000	1,575,000	104,074,000	416,296,000	409,996,000	4,099,960	16,399,840	20,499,800	122,998,800	286,997,200

the "effective price" (the purchase price of the aircraft net of discounts received from Boeing) of each New Aircraft will be significantly below the basic price due to certain price concessions that Boeing has granted Ryanair. (Note that the price is subject to escalation.)

PART 3 – RISK FACTORS

The business of Ryanair is subject to a number of common sectoral and company specific risks. The Transaction is itself also subject to a number of risks. Accordingly, Shareholders should consider carefully all of the information set out in this Circular, including, in particular, the risks described below and incorporated by reference herein, prior to making any decisions on whether or not to vote in favour of the Resolution. Additional risks and uncertainties not currently known to the Directors, or that the Directors currently consider to be immaterial, may also have an adverse effect on the Ryanair Group.

The business, financial condition or results of operations of the Ryanair Group could be materially and adversely affected by any of the risks described below. In such a case, the market price of the Ordinary Shares may decline due to any of these risks and Shareholders may lose all or part of their investment.

RISKS RELATING TO THE TRANSACTION

(i) Availability of Financing

As a result of the 2013 Boeing Contract and now the 2014 Boeing Contract, the Company is expected to raise substantial debt financing to cover all of the expected aircraft deliveries over the period from September 2014 to December 2024. These aircraft orders are expected to increase the Company's outstanding debt from fiscal 2015 onwards. Furthermore, Ryanair's ability to raise unsecured or secured debt to pay for aircraft as they are delivered is subject to various conditions imposed by the counterparties and debt markets to such loan facilities and related loan guarantees, and any future financing is expected to be subject to similar conditions. Any failure by Ryanair to comply with such conditions would have a material adverse effect on its operations and financial condition.

The Company has a BBB+ (stable) credit rating from both Standard & Poor's and Fitch Ratings. In June 2014 Ryanair issued €850 million in unsecured eurobonds with a 1.875% coupon and 7 year tenor that are guaranteed by Ryanair Holdings plc. There is a risk that the Company will be unable, or unwilling, to access these markets if it is downgraded or is unable to retain its investment grade credit ratings and this could lead to a higher cost of finance for Ryanair.

Ryanair has also entered into significant derivative transactions intended to hedge its current aircraft acquisition-related debt obligations. These derivative transactions expose Ryanair to certain risks and could have adverse effects on its results of operations and financial condition.

Ryanair has traditionally financed the previous fleet orders through a combination of Ex-Im Bank supported debt, JOLCOs and sale and operating leasebacks. Under the new Aviation Sector Understanding which came into effect from 1 January 2013, the fees payable to Ex-Im Bank for the provision of loan guarantees has significantly increased thereby making it more expensive than more traditional forms of financing. Ryanair may periodically use the above mentioned financing when appropriate however there is no certainty that they will still be available at the time of funding each New Aircraft delivery.

An inability of Ryanair to obtain financing for the New Aircraft on reasonable terms could have a material adverse effect on its business, results of operations, and financial condition.

(ii) Deployment of the New Aircraft is dependent on access to suitable airports.

Ryanair currently has 70 base airports and operates to 183 airports throughout the European Union and the Common Aviation Area of the European Union. Ryanair plans to increase passenger volumes via a combination of launching new routes and bases and by deploying increased capacity on existing routes and bases. There can be no certainty that the New Aircraft can be deployed across the European Union and the Common Aviation Area of the European Union.

Airline traffic at certain European airports is regulated by a system of grandfathered "slot" allocations. Each slot represents authorization to take-off and land at the particular airport during a specified time period. Although the majority of Ryanair's bases currently have no slot allocations, traffic at a minority of the airports Ryanair serves, including some of the primary airports it serves, is currently regulated through slot allocations. There can be no

assurance that Ryanair will be able to obtain a sufficient number of slots at slot-controlled 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. 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 low cost 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 Ryanair's financial condition and results of operations.

(iii) Residual Value on the fleet.

Ryanair currently operates 301 aircraft (51 of which are leased), has a purchase contract in place in respect of an additional 176 Boeing 737-800 aircraft over the calendar years 2014 to 2018 pursuant to the 2013 2014 Boeing Contract and now intends to purchase up to 200 Boeing 737 MAX 200 aircraft over the period from calendar 2019 to 2023. Over the course of the 2014 Boeing order, Ryanair plans to dispose of approximately 100 aircraft as part of its ongoing fleet management strategy. Although under the terms of the 2014 Boeing Contract, Ryanair shall (subject to obtaining Shareholder consent) purchase the New Aircraft at substantial discounts to the Basic Price for Boeing 737 MAX 800 aircraft, there can be no certainty that there will be demand for the New Aircraft or that Ryanair will be able to sell aircraft profitably at the time of disposal. Failure by Ryanair to dispose of an appropriate number of aircraft could have an adverse effect on Ryanair's financial condition.

(iv) Growth Aspect of Ryanair will be reduced if the Purchase is not approved.

Ryanair plans to grow passenger volume to approximately 150 million passengers per annum over the next 10 years to 31 March 2024 from 81.7 million passengers in fiscal year 2014. If the 2014 Boeing Contract is not approved by Shareholders at the EGM, the Board believes that Ryanair will be unable to grow passenger volumes to these levels.

RISKS RELATING TO RYANAIR

The risk factors related to the Company are incorporated in this Circular by reference to the section of the Annual Report and Accounts 2014 entitled 'Risk Factors – Risks Related to the Company'.

PART 4 - ADDITIONAL INFORMATION

THE COMPANY

Ryanair Holdings plc was incorporated and registered in Ireland on 5 June 1996 under the Companies Acts, 1963 to 2013, as a private company limited by shares with the name Glyndon Limited and with registered number 249885. On 31 October 1996, Glyndon Limited changed its name to Ryanair Holdings Limited. Ryanair Holdings Limited was re-registered as a public limited company on 16 May 1997 and its name was changed to Ryanair Holdings plc. Ryanair's registered office is at Ryanair Dublin Office, Airside Business Park, Swords, Co. Dublin, Ireland and operates under the registered brand name of 'Ryanair'. The telephone number of the Company's registered office is +353 (0)1 945 1212. The principal legislation under which the Company operates are the Companies Acts, 1963 to 2013.

RESPONSIBILITY

The Company and the Directors, whose names are set out in section 3(i)(a) below, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of Ryanair and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

DIRECTORS AND OTHER INTERESTS

(i) (a) As at the Latest Practicable Date, the interests (all of which are beneficial unless otherwise stated) of the Directors (including any interests of their spouses or minor children) in the issued share capital of the Company, the existence of which is known to, or could with reasonable due diligence be ascertained by the Directors, whether or not held through another party, which is notifiable or required to be disclosed pursuant to sections 53 and 64 of the Companies Act, 1990 or is required to be shown in the register referred to in section 59 of the Companies Act, 1990 and, as far as the Company and the Directors are aware, having made due and proper enquiry, the interests of any persons connected (within the meaning of Section 26 of the Companies Act, 1990) with a Director, were as set out below:

| Directors | Ordinary Shares
Of 0.635 cent each | % of issued Ordinary
Share Capital held |
| --- | --- | --- |
| David Bonderman | 7,680,671 | 0.56 |
| Michael Cawley | 615,588 | 0.04 |
| Michael Horgan | 50,000 | — |
| Charles McCreevy | — | — |
| Declan McKeon | 225,000 | 0.01 |
| Kyran McLaughlin | 225,000 | 0.01 |
| Dick Milliken | 10,00 | — |
| Michael O'Leary | 51,381,256 | 3.71 |
| Julie O'Neill | — | — |
| James R Osborne | 310,256 | 0.02 |
| Louise Phelan | 7,000 | — |

(b) Share Options

| Directors | Options for
Ordinary Shares |
| --- | --- |
| David Bonderman | — |
| Michael Cawley | 1,000,000 |
| Michael Horgan | — |
| Charles McCreevy | — |
| Declan McKeon | — |
| Kyran McLaughlin | — |
| Dick Milliken | — |
| Michael O'Leary | — |
| Julie O'Neill | — |
| James R Osborne | — |
| Louise Phelan | — |

Save as set out in paragraphs 3(i)(a) and 3(i)(b) above, no Director (nor any connected persons) has any interest whether beneficial or non-beneficial in the issued share capital of the Company or any of its subsidiaries.

(c) Directors' Interests in transactions

No Director has or has had any interest in any transactions which are or were unusual in their nature or conditions or are or were significant to the business of Ryanair and which were effected by any member of Ryanair either in the current or immediately preceding fiscal year or during an earlier fiscal year and which remain in any respect outstanding or unperformed.

(d) Directors' Service Contracts

Save as disclosed in this paragraph 3(i)(d), there are no existing or proposed directors' service contracts (as defined in the Listing Rules) between any of the Directors of the Company and the Company or any of its subsidiaries and there are no equivalent arrangements regulating the terms and conditions of their employment.

Employment and Performance Bonus Agreement with Mr. O'Leary: Mr O'Leary's current employment agreement with Ryanair Limited is dated 14 October 2014 and can be terminated by either party upon 12 months notice. The contract commits him to the company until 31 March 2019. Pursuant to the agreement, Mr. O'Leary serves as Chief Executive at an annual gross salary of €900,000, subject to any increases that may be agreed between Ryanair Limited and Mr. O'Leary. Mr. O'Leary is also eligible for annual performance bonuses as determined by the directors of Ryanair Limited. The amount of such bonuses to be paid to Mr. O'Leary shall not exceed 100% of gross salary. The contract includes provision for the grant to Mr O'Leary of options over 5 million Ordinary Shares. However, these options will only vest if the airline delivers exceptional performance targets over the next 5 years, which have been set by the Remuneration Committee. Mr O'Leary is a member of a defined-contribution plan. During the years ended March 31, 2014, 2013, and 2012 the Company did not make contributions to the defined-contribution plan for Mr O'Leary. Mr. O'Leary is subject to a covenant not to compete with Ryanair within the EU for a period of 1 year after the termination of his employment with Ryanair. Mr. O'Leary's employment agreement does not contain provisions providing for compensation on its termination.

(ii) Substantial Interests

As at the Latest Practicable Date, in so far as is known to the Company, the following persons, other than a Director, were directly or indirectly interested in 3% or more of the issued ordinary share capital of Ryanair:

Name	Number of Ordinary Shares	% of issued Ordinary Share Capital held
Capital Group Companies Inc	221,488,015	16.0
Baillie Gifford & Co	77,578,902	5.6
HSBC Holdings plc	85,847,736	5.3
BlackRock, Inc	51,688,699	3.7

Save as disclosed in this paragraph 3(ii) and in paragraph 3(i)(a) above (shareholding of Michael O'Leary), the Company is not aware of and has not been notified of any shareholding representing, directly or indirectly, 3% or more of the share capital of Ryanair. The Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise, control over the Company.

4. WORKING CAPITAL

The Company is of the opinion that following Completion, and having regard to existing cash resources and available bank and other committed facilities, Ryanair has sufficient working capital for its present requirements for at least twelve months from the date of publication of this Circular.

IMPACT OF THE PURCHASE OF THE NEW AIRCRAFT ON RYANAIR'S LONGER TERM FUNDING REQUIREMENTS

Ryanair currently expects that its gross capital expenditure requirements for the full year to 31 March, 2015 including advance payments required per the “Aircraft Payment Schedule” outlined in figure 1 in Part 2 will be approximately €600 million and it anticipates these funds will be generated from internal cash flows. Ryanair estimates that, based on the “Basic Price” of each New Aircraft including certain buyer furnished equipment purchased by Boeing on Ryanair’s behalf but not taking into account any concessions or the “Escalation Factor”, per the “Aircraft Payment Schedule” outlined in figure 1 in Part 2, an amount of up to $20.5bn which equates to approximately €16.3 billion based on an foreign exchange (FX) rate as of the Latest Practicable Date will be required to meet its New Aircraft funding requirements prior to the completion of the delivery of all New Aircraft under the 2014 Boeing Contract. Ryanair currently intends to obtain the necessary finance for the payment of New Aircraft to be delivered under the 2014 Boeing Contract in the manner described in Part 2 under “Financing of the Aircraft Purchase”. Although the Directors are confident that the necessary finance will be available to Ryanair, there can be no assurance that the necessary finance will be available to Ryanair at all or on satisfactory terms or that Ryanair will not elect to use alternative finance, or that the cost of any such finance will not be higher than currently anticipated.

MATERIAL CONTRACTS

Save as disclosed below, there have been no material contracts (not being a contract entered into in the ordinary course of business), which has been entered into by the Ryanair Group within the two years immediately preceding the date of this Circular, or contract (not being a contract entered into in the ordinary course of business), which contains any provision under which Ryanair or any member of the Ryanair Group has any obligation or entitlement which is or may be material to the Ryanair Group at the date of this Circular:

(a) The 2013 Boeing Contract details of which were disclosed in Part 2 of the 2013 Circular; and
(b) The 2014 Boeing Contract, details of which are disclosed in Part 2 of this Circular;

SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of Ryanair since 30 September, 2014 (the end of the last financial period for which financial information on Ryanair has been published).

LITIGATION

(a) Ryanair is not or has not been engaged in, or (so far as Ryanair is aware) has pending or threatened by or against it, during the twelve months preceding the date of this Circular, any legal or arbitration proceedings which may have, or have had, a significant effect on Ryanair’s financial position.
(b) There is no, nor have been, any legal or arbitration proceedings relating to the New Aircraft the subject of the Transaction which may have, or have had during the twelve months preceding the date of this Circular, a significant effect on Ryanair’s financial position, nor are the Directors of Ryanair aware of any such proceedings which are pending or threatened.

CONSENT

Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland which is regulated in Ireland by the Central Bank of Ireland has given and has not withdrawn its written consent to the inclusion in this Circular of its name and references thereto in the form and context in which it appears.

PROFIT FORECAST

As detailed in section 7 of Part 1 of this document, on 3 November 2014, the Company announced the financial results for the six month period ended 30 September 2014 and also upgraded its guidance on net profit after tax in respect of the year ending 31 March 2015 (previously €650 million) to a range of €750 million to €770 million.

Traffic Growth
Full year traffic is expected to grow by almost 10% to 89 million.
Revenues
Ryanair expects the second half of the year to be characterised by a softer pricing environment driven by the 16% or 5.3 million increase in passengers (12% in Q3 and over 20% in Q4) to capitalise on opportunities at both primary and secondary airports with increased frequencies to attract more business traffic. These traffic increases will put downward pressure on fares and Ryanair expect yields to fall by 3% to 5% in the third quarter and by 6% to 10% in the fourth quarter. This will result in a rise in average fares for the full year of approximately 1% to €47.
Costs
Unit costs (ex-fuel) for the fiscal year 2015 will be broadly flat, better than originally guided (increase of 4%), due to higher traffic volumes which are positive for unit costs.

11. RELATED PARTY TRANSACTIONS

Other than those in respect of which details have already been published in respect of the three financial years ended 31 March, 2014, 2013 and 2012 and other than those set out under section 3(d) of this Part 4 and under ‘Senior Key Management’ below in respect of the period from 1 April, 2014 to the Latest Practicable Date, there are no related party transactions entered into by Ryanair:

Senior Key Management

The remuneration paid to senior key management (defined as the executive team reporting to the Board of Directors) during the period from 1 April, 2014 to 30 September, 2014 (being the latest practicable date for this purpose) amounted to €3.9 million comprising basic salary and bonus, pension contributions and share-based compensation expense.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the documents referred to below will be available for inspection during normal business hours during any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company, Ryanair Dublin Office, Airside Business Park Swords, County Dublin, Ireland from the date of this Circular up to and including the date of the Extraordinary General Meeting:

(a) the Memorandum and Articles of Association of the Company;
(b) the 2014 Boeing Contract summarised in Part 2 of this Circular;
(c) the consolidated audited accounts of Ryanair for the years ended 31 March, 2014, 31 March, 2013, and 31 March, 2012;
(d) Q1 Results for the period ended 30 June 2014 and the Half Yearly Report for the period ended 30 September 2014;
(e) the consent letter referred to in paragraph 9 above;
(f) the 2013 Circular; and
(g) this Circular.

Dated: 4 November 2014

CHECKLIST OF DOCUMENTATION INCORPORATED BY REFERENCE

The table below sets out the various sections of such documents which are incorporated by reference into this Circular in accordance with the provisions of the Listing Rules. The parts of the documents other than those incorporated by reference (as per the table below) are either not relevant or are covered elsewhere in this Circular.

Document	Section	Page Numbers
Annual Report and Accounts 2014	Factors	47 – 62 inclusive
2013 Circular	Part 2	11 – 14 inclusive

The Annual Report and Accounts 2014 are available on request from the registered office of the Company and are available to download on www.corporate.ryanair.com.

DEFINITIONS

In this Circular and in the Form of Proxy the following expressions have the following meanings, unless the context otherwise requires, or unless it is otherwise specifically provided herein:

"1998 Boeing Contract"
the agreement to purchase up to 45 Boeing 737-800 aircraft which was entered into in 1998 and which was superseded by the 2002 Boeing Contract;

"2002 Boeing Contract"
the agreement to purchase up to 150 Boeing 737-800 aircraft, which was entered into in 2002 and which was superseded by the 2003 Boeing Contract;

"2003 Boeing Contract"
the agreement to purchase up to 250 Boeing 737-800 aircraft, which was entered into in 2003 and which was superseded by the 2005 Boeing Contract;

"2005 Boeing Contract"
the agreement to purchase up to 140 Boeing 737-800 aircraft, including additional purchase rights, which was entered into in 2005.

"2013 Boeing Contract"
the agreement to purchase up to 180 Boeing 737-800 Aircraft (175 under the original 2013 Boeing contract and a further 5 under an April 2014 Boeing contract), including additional purchase rights, which was entered into in 2013 and which will be superseded by the 2014 Boeing Contract if the 2014 Boeing Contract is approved by Shareholders at the Extraordinary General Meeting, save in respect of section 6(a) of Part 4 of this document where the term '2013 Boeing Contract' excludes the April 2014 Boeing contract;

"2014 Boeing Contract"
the agreement to purchase the New Aircraft which is described in more detail in Part 2 of this Circular;

"2013 Circular"
the circular issued by Ryanair dated 27 May 2013 convening an extraordinary general meeting for approval of the resolution relating to the 2013 Boeing Contract;

"Advanced Technology winglet"
a new winglet designed for the Boeing 737 MAX aircraft;

"AGM"
the annual general meeting of the Company held on 25 September, 2014;

"Aircraft Deposits"
the pre-delivery payments to Boeing by Ryanair in respect of the New Aircraft under the terms of the 2014 Boeing Contract;

"Annual Report and Accounts 2014"
the annual report and accounts of Ryanair in respect of the year ended 31 March 2014;

"Aviation Sector Understanding"
the agreement between certain countries that manufacture aircraft regarding the terms governing export credit financing;

"Basic Price"
has the meaning given to it in paragraph 3 of Part 2 of this Circular;

"Boeing"
the Boeing Company;

“Boeing 737 800 NG”
the Boeing 737 800 Next Generation aircraft;

“Boeing Sky Interior”
the interior design of the New Aircraft, which includes features such as soft cabin lighting, increased overhead baggage storage space and improved passenger service units;

“CFMI”
an aircraft engine manufacturing joint venture between General Electric of the United States and Snecma of France;

“CFM Leap-1B Engine”
the engine exclusively used in the Boeing 737 MAX 200 aircraft;

“Circular”
this document which comprises a circular to Shareholders;

“Companies Acts” or “Acts”
the Companies Acts, 1963 to 2013 of Ireland;

“Completion”
the confirmation to Boeing of the approval of the Purchase by Shareholders at the EGM, which is the final condition to completion of the 2014 Boeing Contract;

“Company”
Ryanair Holdings plc;

“Davy”
J&E Davy, trading as Davy;

“Directors” or “the Board”
the board of directors of the Company whose names are set out on page 4 of this Circular;

“Employment Cost Index”
an index based indicator on non-farm compensation costs produced on a quarterly basis by the Bureau of Labor and Statistics in the US;

“EMTN”
a Euro Medium Term Note programme, being a fixed income security issuance in the Euromarkets from a standing programme from which further issuance can take place at will;

“Escalation Factor”
the application of an agreed formula to the Basic Price to reflect increases in the Employment Cost Index and Producer Price Index between the time the Basic Price was set in the 2014 Boeing Contract and the planned month of delivery of any such New Aircraft;

“Euro Bond”
€850 million Euro Bond issued by Ryanair in June, 2014 with a 1.875% fixed rate coupon for a tenor of 7 years;

“Ex-Im Bank”
Export-Import Bank of the United States;

“Existing Issued Share Capital”
1,384,530,624 Ordinary Shares in Ryanair in issue as at the Latest Practicable Date;

“Extraordinary General Meeting” or “EGM”
the extraordinary general meeting of the Company convened for 9.00 a.m. on 28 November 2014 and to be held at the Ryanair Dublin Office, Airside Business Park, Swords, County Dublin, Ireland including any adjournment thereof, and notice of which is set out at the end of this Circular;

"flag carrier(s)"	main national airlines;
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the EGM;
"GDS"	Global Distribution System, a system used by travel agents to make flight and other reservations;
"Half Yearly Report"	the financial results of the Ryanair Group in respect of the six months ended 30 September, 2014 which were published on 3 November, 2014;
"IAA"	the Irish Aviation Authority;
"IATA"	the International Air Transport Association;
"Ireland" and "Republic of Ireland"	Ireland, excluding Northern Ireland, and the word "Irish" shall be construed accordingly;
"Irish Stock Exchange"	the Irish Stock Exchange PLC;
"JOLCOs"	Japanese Operating Leases with Call Option are a form of finance lease;
"Latest Practicable Date"	30 October 2014, the latest practicable date prior to the publication of this Circular unless otherwise stated;
"Listing Rules"	the listing rules of the Irish Stock Exchange;
"New Aircraft"	the up to 200 Boeing 737 MAX 200 series aircraft proposed to be purchased under the 2014 Boeing Contract, or any one of them (as the context requires);
"Notice"	the notice of Extraordinary General Meeting set out at the end of this Circular;
"Options"	share options granted pursuant to the terms of the Option Plans;
"Options Holders"	the holders of options under the Option Plans;
"Option Plans"	Ryanair's employee share option plans of 2000, 2003 and 2013;
"Ordinary Shares" or "Ordinary Share Capital"	the issued and fully paid ordinary shares of €0.635 cent each in the Company;
"Producer Price Index"	an index based indicator which measures the average change in selling prices received by domestic producers of goods and services in the wholesale markets, manufacturing industries and commodities markets produced on a monthly basis by the Bureau of Labor and Statistics in the US;
"Purchase" or "Transaction" or "Proposed Purchase"	the proposed purchase of up to 200 Boeing 737 MAX 200 aircraft over a 5 year period from calendar 2019 to 2023 (inclusive) pursuant to the 2014 Boeing Contract;
"Purchaser"	Aviation Finance and Leasing S.à.r.l., a wholly owned subsidiary of Ryanair;
"Q1 Results"	the financial results of the Ryanair Group in respect of the three months ended 30 June, 2014 which were released on 28 July, 2014;

"Registrars"
Capita Asset Services, Shareholder solutions (Ireland);

"Resolution"
the ordinary resolution to approve the Purchase set out in the Notice to be considered and voted on at the EGM;

"Ryanair"
Ryanair Holdings plc and any wholly owned subsidiary of Ryanair Holdings plc;

"Ryanair Group" or "the Group"
Ryanair together with its subsidiaries;

"Ryanair.com"
Ryanair's internet booking facility;

"Shareholder(s)"
a holder or holders of Ordinary Shares;

"subsidiary"
shall be construed in accordance with the Acts;

"unit cost"
operating expenses incurred by the Company per passenger;

"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland; and

"US" or "United States"
the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to the jurisdiction of the United States of America.

Notes:
(i) Unless otherwise stated in this Circular, all references to statutes or other forms of legislation shall refer to statutes or forms of legislation of Ireland. Any reference to any provision of any legislation shall include any amendment, modification, consolidation, re-enactment or extension thereof.
(ii) Words importing the singular shall include the plural and vice versa, and words importing the masculine shall include the feminine or neutral gender.
(iii) The symbols “€” and “c” refer to euro and euro cent respectively, the lawful currency of Ireland pursuant to the provisions of the Economic & Monetary Union Act 1998.
(iv) Unless otherwise stated, amounts under the 2014 Boeing Contract referred to throughout this Circular have been translated as follows: €1 = $1.2958, being the exchange rate prevailing on the Latest Practicable Date.

Forward Looking Statements
Certain of the information included in this Circular is forward looking and is subject to important risks and uncertainties that could cause actual results to differ materially. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. It is not reasonably possible to itemise all of the many factors and specific events that could affect the outlook and results of an airline operating in the European economy. Among the factors that are subject to change and could significantly impact Ryanair's expected results are the airline pricing environment, fuel costs, competition from new and existing carriers, market prices for the replacement aircraft, costs associated with environmental, safety and security measures, actions of the Irish, U.K., European Union ("EU") and other governments and their respective regulatory agencies, fluctuations in currency exchange rates and interest rates, airport access and charges, labour relations, the economic environment of the airline industry, the general economic environment in Ireland, the UK and Continental Europe, the general willingness of passengers to travel, other economic, social and political factors and flight interruptions caused by volcanic ash emissions or other atmospheric disruptions.

RYANAIR HOLDINGS plc
(Incorporated and registered in Ireland under the Companies Acts 1963 to 2012, registered number 249885)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Ryanair Holdings plc (“the Company”) will be held at the Ryanair Dublin Office, Airside Business Park, Swords, County Dublin, Ireland at 9.00 a.m. on 28 November 2014, for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“THAT the Purchase of up to 200 Boeing 737 MAX 200 aircraft under the 2014 Boeing Contract as described in the Circular to Shareholders dated 4 November 2014 of which this notice forms part, be and is hereby approved and the Directors be and are hereby authorised to waive, amend, vary or extend the terms of the 2014 Boeing Contract and any agreements and arrangements ancillary to it and to do all such things as they consider to be necessary or expedient to complete or give effect to, or otherwise in connection with, the 2014 Boeing Contract and any matters incidental to it, provided that no material amendment shall be made to the terms of the 2014 Boeing Contract without the approval of Shareholders.”

BY ORDER OF THE BOARD

JULIUSZ KOMOREK
Secretary

Registered Office:
Ryanair Dublin Office,
Airside Business Park,
Swords,
County Dublin,
Ireland

Dated: 4 November, 2014

Notes:

Only persons registered in the Register of Members of the Company (or their duly appointed proxies or representatives), at 9.00 a.m. on 26 November 2014 or, if the Extraordinary General Meeting ("EGM") is adjourned, 48 hours (occurring on working days only) before the time appointed for the adjournment (the "record date"), shall be entitled to attend, speak, ask questions and vote at the EGM in respect of the number of shares registered in their name at the record date. Changes to the Register after the record date shall be disregarded in determining the right of any person to attend and/or vote at the EGM or any adjournment thereof.
Any member of the Company attending the EGM has the right to ask questions related to items on the agenda of the EGM and to have these questions answered by the Company subject to any reasonable measures the Company may take to ensure the proper identification of the member and provided: (i) answering the question does not unduly interfere with preparation for the EGM or the confidentiality and business interests of the Company; or (ii) the question has not already been answered on the company's website in a questions and answers format; or (iii) the Chairman of the EGM is satisfied that answering the question will not interfere with the good order of the EGM.
A member entitled to attend, speak and vote at the EGM is entitled to appoint a proxy as an alternate to attend, speak and vote instead of him/her and may appoint more than one proxy to attend on the same occasion in respect of shares held in different securities accounts. A proxy need not be a member of the Company. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the meeting or at any adjournment thereof.
A form of proxy is enclosed with this Notice of EGM. To be effective, the form of proxy duly completed and signed together with any authority under which it is executed or a copy of such authority certified notarially must be deposited at the offices of the Company's Registrar, Capita Asset Services, Shareholder solutions (Ireland), 2 Grand Canal Square, Dublin 2, Ireland, or by post to 2 Grand Canal Square, PO Box 7117, Dublin 2, Ireland, in either case not less than 48 hours before the time appointed for the EGM or any adjournment thereof.
In addition to note 4 above and subject to the Articles of Association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof the appointment of a proxy form may also:

(i) be submitted by fax to +353 (1) 2240700, provided it is received in legible form; or
(ii) be submitted electronically, via the internet by accessing the Company's Registrar's website www.capitashareportal.com, entering the Company name, Ryanair Holdings plc. You will need to register for Share Portal by clicking on "registration section" (if you have not registered previously), and following the instructions thereon; or
(iii) be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Submissions through CREST must be completed in accordance with the procedures specified in the CREST Manual and received by the Registrar under CREST Participant ID 7RA08.

The Form of Proxy for corporations must be executed under its common seal or signed on its behalf by a duly authorized officer or attorney and submitted in accordance with either note 4 or note 5 above.
Any member(s), holding at least 3% of the Company's issued share capital, representing at least 3% of the voting rights, may table a resolution in relation to an item on the agenda of the EGM provided that the full text of the draft resolution proposed to be adopted at the EGM shall be received by the company secretary in hardcopy form or in electronic form at least 14 days before the EGM.
Where shares are jointly held, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other registered holder(s) of the share(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
Where a poll is taken at an EGM any shareholder, present or by proxy, holding more than one share is not obliged to cast all his/her votes in the same way.
Information regarding the EGM, including information required by section 133A(4) of the Companies Act 1963 (as amended) is available on the Company's website, www.ryanair.com.

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Printed by RR Donnelley 808342

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Ryanair Hold. Plc Proxy Solicitation & Information Statement 2014

1954_rns_2014-11-04_bc464064-5746-4dd9-9a34-358a574cad3e.pdf

RYANAIR HOLDINGS plc

RYANAIR HOLDINGS plc

Proposed Purchase of up to 200 Boeing 737 MAX 200 Aircraft

Notice of Extraordinary General Meeting

1. INTRODUCTION

2. THE 2014 BOEING CONTRACT

3. RATIONALE FOR PURCHASE

4. FINANCING ARRANGEMENTS

5. IMPACT OF THE PURCHASE OF THE BOEING AIRCRAFT

6. STRATEGY

Further Opportunities and Longer Term Prospects

8. ACTION TO BE TAKEN

9. RECOMMENDATION

4. PAYMENT TERMS

5. PRINCIPAL CONDITIONS

6. BOEING SUPPORT

7. TERMINATION AND ASSIGNMENT

8. FINANCING OF THE AIRCRAFT PURCHASE

(c) Directors' Interests in transactions

(d) Directors' Service Contracts

(ii) Substantial Interests

4. WORKING CAPITAL

11. RELATED PARTY TRANSACTIONS

Senior Key Management

12. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

Notes:

AI assistant

Ryanair Hold. Plc — Proxy Solicitation & Information Statement 2014

1954_rns_2014-11-04_bc464064-5746-4dd9-9a34-358a574cad3e.pdf

RYANAIR HOLDINGS plc

RYANAIR HOLDINGS plc

Proposed Purchase of up to 200 Boeing 737 MAX 200 Aircraft

Notice of Extraordinary General Meeting

1. INTRODUCTION

2. THE 2014 BOEING CONTRACT

3. RATIONALE FOR PURCHASE

4. FINANCING ARRANGEMENTS

5. IMPACT OF THE PURCHASE OF THE BOEING AIRCRAFT

6. STRATEGY

Further Opportunities and Longer Term Prospects

8. ACTION TO BE TAKEN

9. RECOMMENDATION

4. PAYMENT TERMS

5. PRINCIPAL CONDITIONS

6. BOEING SUPPORT

7. TERMINATION AND ASSIGNMENT

8. FINANCING OF THE AIRCRAFT PURCHASE

(c) Directors' Interests in transactions

(d) Directors' Service Contracts

(ii) Substantial Interests

4. WORKING CAPITAL

11. RELATED PARTY TRANSACTIONS

Senior Key Management

12. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

Notes:

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Ryanair Hold. Plc Proxy Solicitation & Information Statement 2014