THE BANK OF NEW YORK MELLON
101 Barclay Street
New York, New York 10286
October 28, 2015
Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Document Control
RE: |
American Depositary Shares evidenced by American Depositary Receipts for Units of |
Ordinary Shares of |
Ryanair Holdings PLC |
(Form F-6 File No 333-140783) |
*************************** |
Ladies and Gentlemen:
Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as
amended, on behalf of BNY Mellon, as Depositary for securities against which American Depositary Receipts are to be issued, we
attach a copy of the new prospectus (“Prospectus”) reflecting a change to the form of receipt for Ryanair Holdings
PLC.
As required by Rule 424(e), the upper right hand corner of the Prospectus
cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the Prospectus relates.
Pursuant to Section III B of the General Instructions to the Form
F-6 Registration Statement, the Prospectus consists of the ADR certificate, which has been revised to reflect the removal of the
Par Value.
Please contact me with any questions or comments at 212 815-2187.
Victor Francis,
Vice President
The Bank of New York Mellon - ADR Division
Encl.
CC: Paul Dudek, Esq. (Office of International Corporate Finance)
Rule 424(B)(3)
File No. 333-140783
THE RIGHTS OF HOLDERS OF RECEIPTS TO DIRECT
THE VOTING OF
SHARES AND TO RECEIVE CERTAIN DIVIDENDS MAY
BE RESTRICTED,
AND HOLDERS MAY BE SUBJECT TO CRIMINAL PENALTIES
IN CERTAIN
CASES, AS DESCRIBED IN ARTICLE 23
BELOW
__________________________________
AMERICAN DEPOSITARY SHARES,
(Each American
Depositary Share represents five (5) depositary Shares)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT FOR UNITS OF
ORDINARY SHARES
OF
RYANAIR HOLDINGS PLC
(A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE REPUBLIC
OF IRELAND)
The Bank of New York
Mellon, as depositary (hereinafter called the "Depositary"), hereby certifies that ___________________________________________,
or registered assigns IS THE HOLDER OF _____________________________
AMERICAN DEPOSITARY SHARES
representing deposited units of Ordinary Shares
(herein called "Shares") of Ryanair Holdings plc, a corporation organized and existing under the laws of the Republic
of Ireland (herein called the "Issuer"). At the date hereof, each American Depositary Share represents five (5) Shares
deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the Dublin, Ireland offices
of the Bank of Ireland, (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different
address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286,
and its principal executive office is located at 225 Liberty Street, New York, N.Y. 10286.
THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS
IS
101 BARCLAY STREET, NEW YORK, N.Y.
10286
1. THE DEPOSIT AGREEMENT.
This American Depositary
Receipt is one of an issue of American Depositary Receipts (herein called "Receipts"), all issued and to be issued upon
the terms and conditions set forth in the deposit agreement, dated as of May 29, 1997, as amended and restated as of February 28,
2000, as further amended and restated as of May 16, 2001, and as further amended and restated as of February 12, 2007 (herein called
the "Deposit Agreement"), by and among the Issuer, the Depositary, and all Holders from time to time of American Depositary
Shares issued thereunder, each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound
by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Holders and the rights and duties of the
Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time
received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called "Deposited
Securities"). Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and
at the office of the Custodian.
The statements made
on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit
Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement
2. SURRENDER OF AMERICAN DEPOSITARY
SHARES AND WITHDRAWAL OF DEPOSITED SECURITIES.
Upon surrender at
the Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided
in this Receipt and payment of all taxes, duties and other governmental charges payable in connection with delivery of Deposited
Securities against surrender of Receipts, and subject to the terms and conditions of the Deposit Agreement, the Holder of those
American Depositary Shares is entitled to delivery, to him as instructed, of the amount of Deposited Securities at the time represented
by those American Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) certificates or account
transfer in the name of the Holder hereof or as ordered by him, with proper endorsement or accompanied by proper instruments or
instructions of transfer to such Holder or pursuant to proper delivery instructions and (b) any other securities, property and
cash to which such Holder is then entitled together with any transfer or assignment related thereto given pursuant to Section 2.02
of the Deposit Agreement in respect of such American Depositary Shares. Such delivery will be made at the option of the Holder
hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding
of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall
be at the risk and expense of the Holder hereof.
The Articles provide that
the Directors will not register any person (other than the Depositary and certain other persons specified in the Articles) as a
holder of a Share unless such person has furnished to the Directors a Nationality Declaration stating (i) the name and nationality
of any person which has an Interest (as defined in the Articles) in such Share and (if such declaration or the Directors so require)
the nature and extent of the Interests of each such person or (ii) such other information as the Directors may from time to time
determine. Any person who withdraws Shares and does not submit to the Foreign Registrar a Nationality Declaration will be deemed
to have appointed the Foreign Registrar to act as his or her attorney-in-fact and to complete the Nationality Declaration on behalf
of such person designating such Shares being withdrawn as being held by a person who is an Affected Holder (as defined in the Articles).
The Depositary and the
Custodian shall not be liable or responsible for the failure of any person to submit a Nationality Declaration in connection with
the cancellation of American Depositary Shares and the withdrawal of Shares.
Except as otherwise
expressly permitted by the Deposit Agreement, neither the Depositary nor the Custodian shall deliver Deposited Securities, by physical
delivery, book entry or otherwise, or otherwise permit Deposited Securities to be withdrawn from the facility created by the Deposit
Agreement, except upon the receipt and cancellation of the relevant American Depositary Shares.
3. TRANSFERS, SPLIT-UPS, AND COMBINATION
OF RECEIPTS.
Transfers of American
Depositary Shares may be registered on the books of the Depositary by the Holder in person or by a duly authorized attorney, upon
surrender of those American Depositary Shares at any designated transfer office properly endorsed or accompanied by proper instruments
of transfer, in the case of a Receipt, or pursuant to a proper instruction (including for the avoidance of doubt, instructions
through DRS and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary
Shares, and duly stamped as may be required by applicable law; provided that the Depositary may close the transfer books,
at any time or from time to time, after consultation with the Issuer, when deemed expedient by it in connection with the performance
of its duties under the Deposit Agreement or at the request of the Issuer, subject in all cases to Section 7.08 of the Deposit
Agreement and Article 24 hereof. This Receipt may be split into other such Receipts, or may be combined with other such Receipts
into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The
Depositary, upon surrender of a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel
that Receipt and send the Holder a statement confirming that the Holder is the Holder of uncertificated American Depositary Shares.
The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile
as provided in Section 2.10 of the Deposit Agreement) from the Holder of uncertificated American Depositary Shares for the purpose
of exchanging for certificated American Depositary Shares, shall execute and deliver to the Holder a Receipt evidencing those American
Depositary Shares. As a condition precedent to the delivery, registration, registration of transfer, or surrender of any American
Depositary Shares or split-up or combination of any Receipt or transfer or withdrawal of any Deposited Securities, the Depositary,
Custodian or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for
registration of transfer or surrender of American Depositary Shares no evidenced by a Receipt of a sum sufficient to reimburse
it for any tax, duty or other governmental charge (including, without limitation, amounts in respect of any applicable Stamp Taxes)
and any stock transfer or registration fee paid by it with respect thereto (including any such tax, duty or charge and fee with
respect to Shares being deposited or withdrawn or to the American Depositary Shares being executed and delivered) and payment of
any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity
and genuineness of any signature and may also require compliance with such reasonable regulations, if any, the Depositary may establish
consistent with the provisions of the Deposit Agreement.
The delivery of American
Depositary Shares against deposits of Shares generally or against deposits of particular Shares may be suspended, or the registration
of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer or surrender
of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary
are closed, or if any such action is deemed necessary or advisable by the Depositary or the Issuer at any time or from time to
time because of any requirement of relevant law or of any government or governmental body or commission, or under any provision
of the Deposit Agreement, Articles, or any securities exchange on which the American Depositary Shares or Shares are listed, or
for any other reason, subject to the provisions of the following sentence and of Section 7.08 of the Deposit Agreement. Notwithstanding
any other provision of the Deposit Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited
Securities may not be suspended, subject only to (i) temporary delays caused by closing the transfer books of the Depositary or
the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, and (iii) compliance with any Irish, European Union, U.S. or other applicable foreign
laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without
limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required
to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares.
4. LIABILITY OF HOLDER FOR TAXES.
If any tax, duty or
other governmental charge (including, without limitation, any applicable Stamp Taxes) or expense shall become payable by the Depositary
or the Custodian or its nominee with respect to any American Depositary Shares or any Deposited Securities represented by any American
Depositary Shares, such tax, duty or other governmental charge or expense shall be payable by the Holder to the Depositary. The
Depositary may refuse to effect registration of any transfer or surrender those American Depositary Shares or any withdrawal of
Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any cash dividends
or other cash distributions in respect of such Deposited Securities, or may sell for the account of the Holder any part or all
of the Deposited Securities represented by those American Depositary Shares, and may apply such cash dividends or other cash distributions
or the proceeds of any such sale in payment of any such tax, duty or other governmental charge or expense (and any taxes and expenses
arising or incurred as a result of effecting any such sale), and the Holder shall remain liable for any deficiency.
5. WARRANTIES OF DEPOSITORS.
Every person depositing
Shares hereunder and under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate
therefor are validly issued, fully paid, non-assessable, and that any pre-emptive rights of the holders of outstanding Shares were
validly waived or exercised and that the person making such deposit is duly authorized so to do. Every such person shall also be
deemed to represent (i) that the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit
will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933 and (ii) that the deposit
of such Shares and the sale of American Depositary Shares representing such Shares by that person does not and will not violate
the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary
Shares.
6. FILING PROOFS, CERTIFICATES, AND
OTHER INFORMATION.
Any person presenting
Shares for deposit or any Holder of American Depositary Shares may be required from time to time to file with the Depositary or
the Custodian such proof of citizenship or residence, exchange control approval, proof of legal or such beneficial ownership or
other information relating to the registration on the books of the Issuer or the Foreign Registrar, if applicable, to execute such
certificates and to make such representations and warranties, as the Issuer or Depositary may deem necessary or proper or as the
Issuer may require by written request to the Depositary or any Custodian. The Depositary may withhold the delivery or registration
of transfer of American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds
thereof or the delivery of any Deposited Securities pertaining to such American Depositary Shares until such proof or other information
is filed or such certificates are executed or such representations and warranties made. Each Holder and beneficial owner agrees
to provide any information requested by the Issuer or the Depositary pursuant to Section 3.1 of the Deposit Agreement. No Share
shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been
granted by the appropriate body, if any, which is performing the function of governing the regulation of currency exchange under
Irish law.
7. CHARGES OF DEPOSITARY.
The Issuer agrees
to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance
with agreements in writing entered into between the Depositary and the Issuer from time to time. The Depositary shall present its
statement for such charges and expenses to the Issuer in arrears once every three months. The charges and expenses of the Custodian
are for the sole account of the Depositary.
For the benefit
of the Depositary and/or the Issuer, the following charges shall be incurred by any party depositing or withdrawing Shares or by
any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation,
issuance pursuant to a stock dividend or stock split declared by the Issuer or an exchange of stock regarding the American Depositary
Shares or Deposited Securities or delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement),
or by Holders, as applicable: (1) taxes, duties and other governmental charges, (2) such registration fees as may from
time to time be in effect for the registration of transfers of Shares generally on the Share register of the Issuer or Foreign
Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee
on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Sections 2.03, 4.03, 4.04 or 4.05 of
the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement,
(6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the
Deposit Agreement including, but not limited to Sections 4.01 through 4.05 thereof, (7) a fee for the distribution of securities
pursuant to Sections 4.02, of the Deposit Agreement, such fee being in an amount equal to the fee for the delivery of American
Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of
this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary
to Holders, (8) in addition to any fee charged under clause (6), a fee of $.01 per American Depositary Share (or portion thereof)
for depositary services (which fee shall be assessed against Holders on or about March 20th and on or about September
20th by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions);
provided, however, that the maximum fee charged under this clause (8) shall not exceed $.02 per calendar year, and (9) any other
charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s
agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Holders
as of the date or dates set by the Depositary in accordance with Section 4.07 of the Deposit Agreement and shall be payable at
the sole discretion of the Depositary by billing such Holders for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).
The Depositary,
subject to Section 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Issuer and its affiliates
and in American Depositary Shares.
8. PRE-RELEASE OF SHARES AND RECEIPTS.
The Depositary may
deliver American Depositary Shares against the delivery by the Issuer (or any agent of the Issuer recording Share ownership) of
rights to receive Shares from the Issuer (or any such agent). No such delivery of American Depositary Shares will be deemed a "Pre-Release"
that is subject to the restrictions of the following paragraph.
Unless requested in writing
by the Issuer to cease doing so, the Depositary may, notwithstanding Section 2.03 hereof, deliver American Depositary Shares prior
to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement ("Pre-Release"). The Depositary may, pursuant
to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary
Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.
Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American
Depositary Shares are to be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the shares
or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such
Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the
Holders, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that
is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such
Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully
collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will
provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days
notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares
not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally
exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves
the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent
of the Issuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to
Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis
as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the
Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance
of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's
obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the
avoidance of doubt, constitute Deposited Securities under the Deposit Agreement).
The Depositary may
retain for its own account any compensation received by it in connection with the foregoing.
9. EUROPEAN UNION HOLDERS.
In the event a person
or entity having or proposing to have an interest in American Depositary Shares does not wish to be treated as an Affected Holder
within the meaning of Section 3.04 of the Deposit Agreement, such person or entity may, in accordance with Section 3.04(h) of the
Deposit Agreement, contact the Depositary and request from the Depositary a copy of the Nationality Declaration. Subject to the
terms of the Articles, upon (i) submission by such person or entity to the Depositary of a completed and executed Nationality Declaration,
(ii) the completion of any steps pursuant to the terms of the Deposit Agreement as may be necessary to cause such American Depositary
Shares to be evidenced by Receipts registered in the name of such person or entity, and (iii) the Directors' satisfaction that
such person is not an Affected Holder (as defined in the Articles), such person or entity will not be treated as an Affected Holder
within the meaning of Section 3.04 of the Deposit Agreement.
The Depositary shall
promptly send to the Issuer copies of such completed and executed Nationality Declaration received by it under the Deposit Agreement.
10. TITLE TO RECEIPTS.
It is a condition
of this Receipt and every successive Holder of this Receipt by accepting or holding the same consent and agrees that when properly
endorsed or accompanied by proper instruments of transfer, is transferable as certificated registered securities under the laws
of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities
under the laws of New York. The Issuer and the Depositary, notwithstanding any notice to the contrary, may treat the Holder of
the American Depositary Shares as the absolute owner hereof for the purpose of determining the person entitled to any distribution
of dividends or other distributions or to any notice provided for in the Deposit Agreement or for all other purposes.
11. VALIDITY OF RECEIPT.
This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary and,
if a Registrar (other than the Depositary) for the Receipts shall have been appointed, countersigned by the manual or facsimile
signature of a duly authorized signatory of the Registrar or any co-registrar.
12. REPORTS; INSPECTION OF TRANSFER
BOOKS.
The Issuer is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission (hereinafter called the "Commission").
Such reports and
communications will be available for inspection and copying at the public reference facilities maintained by the Commission located
at 100 F Street, N.E., Washington, D.C. 20549.
The Depositary will
make available for inspection by Holders at its Corporate Trust Office any reports and communications, including any proxy material,
received from the Issuer which are both (a) received by the Depositary or the Custodian or the nominees of either of them
as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by
the Issuer. The Depositary will also send to Holders of Receipts copies of such reports when furnished by the Issuer pursuant to
the Deposit Agreement.
The Depositary will
keep books for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable
times shall be open for inspection by the Holders and the Issuer, provided that such inspection shall not be for the purpose of
communicating with Holders in the interest of a business or object other than the business of the Issuer or a matter related to
the Deposit Agreement, the Articles or the American Depositary Shares or Shares.
The Depositary, upon
the request or with the approval of the Issuer, may appoint one or more co-transfer agents for the purpose of effecting transfers,
combinations and split-ups of American Depositary Shares at designated transfer offices on behalf of the Depositary. Such co-transfer
agents may be removed by the Depositary upon the request or with the approval of the Issuer and substitutes appointed by the Depositary
upon the request or with the approval of the Issuer. Each Registrar, co-registrar or co-transfer agent appointed under Section
5.01 of the Deposit Agreement shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing
to be bound by the applicable terms of the Deposit Agreement. In carrying out its functions, a co-transfer agent may (and shall,
if so instructed by the Depositary or the Issuer) require evidence of authority and compliance with applicable laws and other requirements
by Holders or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent
as the Depositary. Any appointment of one or more co-transfer agents shall in no way relieve the Depositary of its obligations
to the Issuer or the Holders under the Deposit Agreement.
13. DIVIDENDS AND DISTRIBUTIONS.
(a) Whenever the
Depositary receives any cash dividend or other cash distribution by the Issuer on any Deposited Securities in a currency other
than Dollars, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject
to the Deposit Agreement, promptly convert such dividend or distribution into dollars and will distribute the amount thus received
(net of the expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement, if
applicable), to the Holders of Receipts entitled thereto; provided, however, that in the event that the Issuer or
the Depositary is required to withhold and does withhold from such cash dividend or such other cash distribution in respect of
any Deposited Securities an amount on account of taxes, the amount distributed to the Holders of the American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.
(b) A failure
by a Holder to comply with the provisions outlined in Section 3.05 of the Deposit Agreement may result in retention by the Issuer
of the dividends otherwise payable on the American Depositary Shares held by that Holder and the rights described in Section 4.01
of the Deposit Agreement to receive dividends payable on Deposited Securities underlying such American Depositary Shares.
Subject to the provisions
of Section 4.12 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received
by it to be distributed promptly to the Holders of Receipts entitled thereto, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution; provided, however, that, if in the opinion of the Depositary
such distribution cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the
Depositary, after consultation with the Issuer, deems such distribution not to be feasible, the Depositary may adopt, with the
Issuer's approval (such approval not to be unreasonably withheld), such method as it may deem equitable and practicable for the
purpose of effecting such distribution, including, but not limited to, the public or private sale of any securities or property
thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Article 7
hereof and Section 5.09 of the Deposit Agreement) shall be distributed by the Depositary to the Holders of Receipts entitled
thereto as in the case of a distribution received in cash.
If any distribution
consists of a dividend in, or free distribution of, Shares, the Depositary may, with the Issuer's approval, and shall if the Issuer
shall so request, deliver promptly to the Holders entitled thereto, an aggregate number of American Depositary Shares representing
the number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement
with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other
governmental charge as provided in Section 4.12 of the Deposit Agreement and the payment of the fees of the Depositary as provided
in Section 5.09 of the Deposit Agreement. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary
will sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net
proceeds. If additional American Depositary Shies are not so delivered, each American Depositary Share shall thenceforth also represent
the additional Shares distributed upon the Deposited Securities represented thereby.
In the event that
the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any
tax, duty or other governmental charge (including, without limitation, any applicable Stamp Taxes) which the Depositary is obligated
to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes,
duties or other governmental charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of
such taxes, duties or other governmental charges to the Holders entitled thereto.
14. RIGHTS.
In the event that
the Issuer shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall, after consultation with the Issuer and subject to the terms of
the rights and all applicable legislation and regulations and the Articles, have discretion as to the procedure to be followed
in making such rights available to Holders or in disposing of such rights on behalf of such Holders and making the net proceeds
as promptly as practicable available in Dollars to such Holders (subject to the provisions of the Deposit Agreement) or, if by
the terms of such rights offering or, for any other reason, the Depositary may not either make such rights available to Holders
or dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse;
provided, however, that the Depositary will, if requested by the Issuer, take action as follows:
(i) if
at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available
to Holders by means of warrants or otherwise, the Depositary shall distribute promptly, to the Holders entitled thereto, warrants
or other instruments therefor in such form as it may determine, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them, respectively, or employ such other method as it may deem feasible in order to facilitate
the exercise, sale or transfer of rights by such Holders; or
(ii) if
at the time of the offering of any rights the Depositary determines that it is not lawful and feasible to make such rights available
to Holders by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised
and appear to be about to lapse, the Depositary in its discretion, after consultation with the Issuer, may sell such rights or
such warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper,
and may allocate, subject to the other terms and conditions of the Deposit Agreement, the proceeds of such sales for the accounts
of the Holders otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practicable basis without
regard to any distinctions among such Holders because of exchange restrictions, the date of delivery of any American Depositary
Shares or otherwise.
If registration
under the Securities Act of 1933 is required with respect to the securities to which any rights relate in order for the Issuer
to offer such rights to Holders and sell the securities represented by such rights, the Depositary will not offer any such rights
to Holders unless and until such a registration statement is in effect, or unless the offering and sale of such securities and
such rights to the Holders of such American Depositary Shares are exempt from or not subject to registration under the provisions
of such Act. Nothing in this Article 14 or in the Deposit Agreement shall create, or be construed to create, any obligation on
the part of the Issuer to file a registration statement with the Commission or endeavor to have such a registration statement declared
effective so as to allow rights to be made available to Holders of the American Depositary Shares.
Whenever the Depositary
shall receive notice from the Issuer of the declaration of a dividend or other distribution on Deposited Securities payable in
Shares or cash at the election of each holder of Shares or, if no such election is made, payable in Shares or in cash as provided
in the instruments governing such dividend or other distribution, the Depositary shall, upon the written request of the Issuer
and subject to Section 5.07 of the Deposit Agreement, mail to the Holders a notice, the form of which shall be in the discretion
of the Depositary, which shall contain (a) such information as is contained in the notice received by the Depositary from the Issuer
and (b) a statement that each of the Holders as of the close of business on a specified date will be entitled, subject to any applicable
provisions of law, including any applicable provisions of Irish law, the Articles of the Issuer or the instruments governing such
dividend or distribution, to instruct the Depositary as to the manner in which such Holder elects to receive such dividend or distribution.
Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such
purpose, the Depositary shall endeavor, in so far as practicable to make the election in accordance with the instructions set forth
in such request, and to distribute cash or Shares, as the case may be, in accordance with the terms of Section 4.01 or Section
4.03 of the Deposit Agreement, respectively, to the Holders entitled thereto. If the Depositary does not receive timely instructions
from any Holder as to such Holder's election, the Depositary shall make no election with respect to the Deposited Securities represented
by such Holder's American Depositary Shares and shall distribute such Shares or cash so received, if any, in respect of such Deposited
Securities in accordance with the preceding sentence.
15. CONVERSION OF FOREIGN CURRENCY.
Whenever the Depositary
shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property
or rights, and if at the time of the receipt thereof the foreign currency so received can in the reasonable judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall
convert or cause to be converted, as promptly as practicable, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed promptly to the Holders entitled thereto or, if the Depositary shall
have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments, as applicable, upon surrender thereof for cancellation. Such distribution may be made upon an averaged
or other practicable basis without regard to any distinctions among Holders on account of exchange restrictions, the date of delivery
of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary
as provided in Section 5.09 of the Deposit Agreement.
If such conversion
or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall, after
consultation with the Issuer, promptly file such application for approval or license, if any, as it may deem desirable.
If at any time the
Depositary shall determine that in its judgment any foreign currency received by the Depositary is not convertible on a reasonable
basis into Dollars distributable to the Holders entitled thereto and transferable to the United States, or if any approval or license
of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not
obtainable, of if any such approval or license is not obtained within a reasonable period as determined by the Depositary (in each
case after consultation with the Issuer), the Depositary may distribute the foreign currency (or an appropriate document evidencing
the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency
uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled to receive the same.
If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Holders entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Holders entitled thereto
and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Holders entitled to receive the same.
16. RECORD DATES.
Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities or whenever for any reason the Depositary gives effect to a change in
the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, the Depositary shall, after consultation with the Issuer, fix a
record date, which date shall, to the extent practicable, be the same record date fixed by the Issuer (a) for the determination
of the Holders of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds
of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such meeting, or (b) on
or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit
Agreement.
17. VOTING OF DEPOSITED SECURITIES.
Upon receipt of
notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Issuer the Depositary
shall, as soon as practicable thereafter and to the extent permitted by applicable laws, mail to the Holders a notice, which shall
contain (a) such information as is contained in such notice of meeting, (b) a statement that the Holders as of the close of business
on a specified record date will be entitled, subject to any applicable provision of Irish law and of the Articles and the terms
of issue of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to
the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement
as to the manner in which such instructions may be given, including an express indication that instructions may be given to the
Depositary to give a discretionary proxy to a person or persons designated by the Issuer. Upon the written request of a Holder
on such record date, received on or before the date established by the Depositary for such purpose, (the "Instruction Date")
the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities
represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall
not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance
with such instructions or deemed instruction. If no instructions are received by the Depositary from any holder with respect to
any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary
for such purpose, the Depositary shall deem such Holder to have instructed the Depositary to give a discretionary proxy to a person
designated by the Issuer with respect to such deposited Securities and the Depositary shall give a discretionary proxy to a person
designated by the Issuer to vote such Deposited Securities, provided, that no such instruction shall be given with respect to any
matter as to which the Issuer informs the Depositary (and the Issuer agrees to provide such information as promptly as practicable
in writing) that (x) the Issuer does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially
and adversely affects the rights of holders of Shares. In accordance with the Articles and Irish law, failure by a Holder, or a
person holding an interest in Shares through a Holder, to comply with the Issuer's request for information of the nature referred
to in Section 3.05 of the Deposit Agreement may result inter alia, in withdrawal of the voting rights of the Shares underlying
the American Depositary Shares held by that Holder and consequently of the rights described in Section 4.08 of the Deposit Agreement
to direct the voting of Deposited Securities underlying such American Depositary Shares.
There can be no assurance
that Holders generally or any Holder in particular will receive the notice described in the preceding paragraph sufficiently prior
to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions
set forth in the preceding paragraph.
18. CHANGES AFFECTING DEPOSITED SECURITIES.
In circumstances where
the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger
or consolidation, or sale of assets affecting the Issuer or to which it is a party, any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited
Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent the new Deposited Securities
so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such
case the Depositary may with the approval of the Issuer, and shall if the Issuer shall so request, execute and deliver additional
Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.
19. LIABILITY OF THE ISSUER AND DEPOSITARY.
Neither the Depositary
nor the Issuer nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Holder,
if by reason of any provision of any present or future law or regulation of the United States, Ireland or the European Union or
any other provision of applicable law, or by reason of any requirement, direction or applicable rule, law or regulation or any
governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Articles or any
of the Deposited Securities of the Issuer, or by reason of any act of God or war or other circumstances beyond the control of either
of them, the Depositary or the Issuer shall be prevented or forbidden from or be subject to any civil or criminal penalty on account
of doing or performing any act or thing which by the terms of the Deposit Agreement it is provided shall be done or performed;
nor shall the Depositary or the Issuer or their respective directors, employees, agents or affiliates incur any liability to any
Holder by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms
of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise,
any discretion provided for in the Deposit Agreement or the Articles. Where, by the terms of a distribution pursuant to Sections 4.01,
4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, such
distribution or offering may not be made available to Holders of Receipts, and the Depositary may not dispose of such distribution
or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Issuer nor the Depositary assumes any
obligation or shall be subject to any liability under the Deposit Agreement to Holders of American Depositary Shares, except that
they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary
shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. The Depositary undertakes
that it shall not (i) sell Deposited Securities held by it as Depositary, or (ii) deliver Deposited Securities except as expressly
contemplated in the Deposit Agreement. The Depositary undertakes that it shall not pledge, charge, mortgage or create or allow
to subsist any other form of encumbrance over or security interest in the Deposited Securities of the Issuer held by it as Depositary.
Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall be under any
obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in
respect of the American Depositary Shares, which in its opinion may involve it in expense or liability (other than any action,
suit or proceedings brought by either party against the other relating to the Deposit Agreement), unless indemnity satisfactory
to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any
obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither
the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from
legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any Holder, or any other person
believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast
or the effect of any such vote, provided that any such action or nonaction is in good faith. The Depositary shall not be liable
for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary
or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection
with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad
faith while it acted as Depositary. The Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates
and any Custodian against, and hold each of them harmless from, any liability or expense (including reasonable fees and expenses
of counsel) which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement and of
the Receipts, as the same may be amended, modified, or supplemented from time to time, (i) by either the Depositary or a Custodian
or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence
or bad faith of either of them except to the extent that such liability or expense arises out of information relating to the Depositary
included in the registration statement on Form F-6 relating to the American Depositary Shares, or omissions of such information,
or (ii) by the Issuer or any of its directors, employees, agents and affiliates; provided, however, that such indemnity
shall not extend to any taxes, duties and other governmental charges, fees and other expenses of the Depositary, its directors,
employees, agents and affiliates and any Custodian that, pursuant to the Deposit Agreement or any supplemental fee or other agreement,
are not payable by the Issuer.
The indemnities
contained in the preceding paragraph shall not extend to any liability or expense which may arise out of any Pre-Release (as defined
in Section 2.09 of the Deposit Agreement) but only to the extent that any such liability or expense arises in connection with (a)
any United States Federal, state or local income tax laws, or (b) the failure of the Depositary to deliver Deposited Securities
when required under the terms of Section 2.05 of the Deposit Agreement. However, the indemnities contained in the preceding paragraph
shall apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged
omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary
placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense
arises out of (i) information relating to the Depositary or any Custodian (other than the Issuer), as applicable, furnished in
writing and not materially changed or altered by the Issuer expressly for use in any of the foregoing documents, or, (ii) if such
information is provided, the failure to state a material fact necessary to make the information provided not misleading.
No disclaimer of liability
under the Securities Act of 1933 is intended by any provisions of the Deposit Agreement.
20. RESIGNATION AND REMOVAL OF THE
DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.
The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Issuer,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided
in the Deposit Agreement. The Depositary may at any time be removed as Depositary by the Issuer by written notice of such removal,
effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.
Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may,
with the consent of the Issuer, or shall at the Issuer's written request, appoint a substitute or additional custodian or custodians.
21. AMENDMENT.
The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement in writing between
the Issuer and the Depositary in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase
any fees or charges (other than taxes and other governmental charges, registration fees and cable, telex or facsimile transmission
costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Holders of
American Depositary Shares, shall, however, not become effective as to outstanding American Depositary Shares until the expiration
of thirty days after notice of such amendment shall have been given to the Holders of outstanding American Depositary Shares, provided
that the parties to the Deposit Agreement agree that any amendments which (i) are reasonably necessary (as agreed by the Issuer
and the Depositary) in order for American Depositary Shares or Shares to be traded solely in electronic book-entry form and (ii)
do not impose or increase any fees or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of
Holders. Every Holder of American Depositary Shares at the time any such amendment so becomes effective shall be deemed, by continuing
to hold such American Depositary Shares, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Holder to surrender such American Depositary Shares and receive
therefor the Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law.
22. TERMINATION OF DEPOSIT AGREEMENT.
The Depositary at
any time at the direction of the Issuer, shall terminate the Deposit Agreement by mailing notice of such termination to the Holders
of all American Depositary Shares then outstanding at least 90 days prior to the date fixed in such notice for such termination.
The Depositary may likewise terminate the Deposit Agreement upon 90 days notice to the Issuer and the Holders of all American Depositary
Shares then outstanding if at any time 90 days shall have expired after the Depositary shall have delivered to the Issuer a written
notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided
in the Deposit Agreement. On and after the date of termination, the Holder of American Depositary Shares will, upon (a) surrender
of those American Depositary Shares at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for
the surrender of American Depositary Shares referred to in Section 2.05 of the Deposit Agreement, and (c) payment of any applicable
taxes, duties or other governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution
of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall
sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange
for American Depositary Shares surrendered to the Depositary (after deducting, in each case, the fee of the Depositary for the
surrender of American Depositary Shares, any expenses for the account of the Holder of such American Depositary Shares in accordance
with the terms and conditions of the Deposit Agreement and any applicable taxes or other governmental charges). At any time after
the expiration of two years from the date of termination, the Depositary may sell the Deposited Securities then held under the
Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held
by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Holders of American Depositary
Shares which have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement,
except to account for such net proceeds and other cash and except for its obligations to the Issuer under Section 5.08 of the Deposit
Agreement. Upon the termination of the Deposit Agreement, the Issuer shall be discharged from all obligations under the Deposit
Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.
23. DISCLOSURE OF INTERESTS.
(a) Notwithstanding
any other provision of the Deposit Agreement, the Articles or applicable Irish law, each Holder agrees to be bound by and subject
to applicable provisions of the Irish Companies Act, 1990, the Articles and regulations governing shares quoted on the official
list of the Irish Stock Exchange Limited (the "Irish Stock Exchange") summarized below, in each case as in effect on
the date hereof, to the same extent as if such Holder held Shares directly. Each Holder agrees to comply with requests from the
Issuer or the Depositary made under the Irish Companies Act, 1990, the Articles or regulations governing shares quoted on the official
list of the Irish Stock Exchange to provide information, inter alia, as to the capacity in which such Holder owns American
Depositary Shares and regarding the identity of any other person interested (as defined in the Irish Companies Act, 1990) in such
American Depositary Shares and the nature of such interest. The Issuer has informed the Depositary that the following information
is accurate, as of the date hereof, as the Depositary has made no independent investigation regarding such information.
Sections 67 to 79
of the Irish Companies Act, 1990 provide that a person (including a company and other legal entities) that acquires an interest
of 5 per cent or more of any class of shares (including through American Depositary Shares) that comprise part of a public company's
"relevant share capital" (i.e., the Issuer's issued share capital carrying the right to vote in all circumstances
at a general meeting of the Issuer) is required to notify the company in writing in a prescribed manner of its interest within
five days following the day on which the obligation arises. After the 5 per cent level is exceeded, similar notifications must
be made in respect of any change in such person's interest following which the percentage level of the interest previously notified
has changed until after, if ever, the percentage level drops below 5 per cent. Fractional numbers are rounded down for the purposes
of establishing changes in percentage levels. Failure to notify punctually and properly is an offense. Additionally, in the case
of a failure to notify the acquisition of an interest, no right or interest whatsoever in respect of any of the relevant shares
will be enforceable, whether directly or indirectly, by action or legal proceeding by the person having such an interest. Application
may be made to the Irish High Court to remove this restriction, and if the court is satisfied that the failure to notify was accidental
or due to inadvertence, or some other sufficient cause, or that it is just and equitable to grant relief then the court may grant
such relief as it sees fit.
For purposes of such notification
obligation, the interest of a person in shares means any kind of interest in shares including interests in any shares (a) in which
a spouse, or child under the age of 18, is interested, (b) in which a corporate body is interested and either (i) that corporate
body or its directors are accustomed to act in accordance with that person's directions or instructions or (ii) that person is
entitled to exercise or to control one-third or more of the voting power of that corporate body or (c) in which another party is
interested and the person and that other party are parties to a "concert party" agreement under Section 73 of the Irish
Companies Act, 1990. A concert party agreement is one which provides for one or more parties to acquire interests in the relevant
share capital of a particular public company and imposes obligations or restrictions on any of the parties as to the use, retention
or disposal of such interests acquired pursuant to such agreement. An interest in the company's shares must also in fact be acquired
by any of the parties pursuant to the agreement. The agreement must be legally binding or involve mutuality.
Furthermore, if a person acquires or
disposes of voting shares in a company and such shares are quoted on the official list of the Irish Stock Exchange (as will be
the case with the Shares) such person must notify the Irish Stock Exchange if his or her percentage interest in such shares, following
such acquisition or disposal, equals, exceeds or falls below the following percentages: 10%, 25%, 50% and 75%. Notification must
be made in the prescribed manner within five business days. If any person fails to notify the Irish Stock Exchange within the time
allowed, any stockbroker who knows of the circumstances must make the notification and the Irish Stock Exchange is required to
notify the default to the Director of Public Prosecutions in Ireland. The sanctions referred to above for failure to notify in
compliance with Sections 67 to 79 of the Irish Companies Act, 1990, will equally apply to failure to notify in this regard.
In addition, Section
81 of the Irish Companies Act, 1990 provides that a public company may by written notice require a person whom the company knows,
or has reasonable cause to believe, to be or to have been, at any time during the three years immediately preceding the date on
which the notice is issued, interested in shares consisting of the company's "relevant share capital" to confirm that
fact or to indicate whether or not that is the case, and where such person holds or during the relevant time had held an interest
in such shares, he may be required to give such further information as may be required relating to such interest and any other
interest in the shares of which such person is aware.
Where notice is
served by the Issuer under the foregoing provisions on a person who is or was interested in the Shares and that person fails to
give the Issuer any information required by the notice within such time as is specified in the notice, the Issuer may apply to
the Irish court for an order directing that the Shares in questions be subject to restrictions prohibiting, among other things,
(i) any transfer of those Shares, (ii) the exercise of the voting rights in respect of such Shares, (iii) the taking up of rights
in respect of such Shares, and (iv) other than in liquidation, payments in respect of such Shares. If the information requested
in the notice is not provided, the Articles also enable the service of a restriction notice (as described below) imposing sanctions
on the shareholder without the need for court involvement.
A person who fails
to fulfill the obligations imposed by Section 81 of the Irish Companies Act, 1990 described above may be subject to criminal penalties.
he Directors also
have the power, pursuant to the Articles, to serve a notice (a "Disclosure Notice") on any shareholder, or any other
person appearing to be interested in issued Shares, requiring such person to disclose to the Issuer such information as they shall
require relating to the ownership of any interest in such Shares as lies within the knowledge of the relevant person. This can
include information which the Issuer is entitled to seek pursuant to Section 81 of the Irish Companies Act, 1990 or any other information
which the Directors require in order to determine whether any Shares are Affected Shares (as described in Section 3.04 of the Deposit
Agreement) or whether it is necessary to take steps to protect any License (as defined in the Articles).
If a shareholder,
or a person appearing to be interested in Shares held by such shareholder, has been duly served with a notice under Section 81
of the Irish Companies Act, 1990 or a Disclosure Notice requesting information pursuant to the Articles and is in default in supplying
the Issuer with the information thereby required, the Issuer may serve a further notice (a "Restriction Notice") on that
shareholder. After the expiration of 14 days from the date of service of the Restriction Notice and for so long as the Restriction
Notice remains in effect, no holder or holders of the relevant shares shall be entitled to attend, speak or vote at any general
meeting, either in person or by proxy. In addition, where the relevant shares represent 0.25% of the total number of the issued
shares of the class of shares concerned the Restriction Notice may also direct that any dividend or other money which would otherwise
be payable on such shares shall be retained by the Issuer without liability to pay interest and no transfer of shares by the shareholder
(unless such transfer is an arm's length sale) or any renunciation of or any allotment of new shares or debentures made in respect
thereof shall be registered.
(b) At
the request of the Issuer and at the Issuer's expense, the Depositary shall forward to any Holder any request by the Issuer for
information or any other communications relating to the application of the provisions summarized in Section 3.05 of the Deposit
Agreement. Holders seeking to communicate with the Issuer or the Directors on matters relating to the application of the provisions
summarized in Section 3.05 of the Deposit Agreement may send their communications to the Depositary for forwarding, at their own
risk, to the Issuer.
If the Issuer requests
information from the Depositary or the Custodian, as the Holders of Shares, pursuant to the Articles and the Companies Act, the
obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information
relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
24. COMPLIANCE WITH U.S. SECURITIES
LAWS.
Notwithstanding any
terms of this Receipt or the Deposit Agreement to the contrary, the Issuer and the Depositary have each agreed that it will not
exercise any rights it has under the Deposit Agreement or the Receipt to prevent the withdrawal or delivery of Deposited Securities
in a manner which would violate U.S. securities laws, including, but not limited to Section I.A.(1) of the General Instructions
to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.
25. DTC DIRECT REGISTRATION SYSTEM
AND PROFILE MODIFICATION SYSTEM.
(a) Notwithstanding
the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Holders entitled
thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a Holder, to direct
the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary
Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Holder to register
such transfer.
(b) In connection
with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of a Holder
in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the
Holder (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections
5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this
Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.
26. RESTRICTIONS UPON OWNERSHIP.
(a) Each
Holder acknowledges and agrees (i) that each American Depositary Share, and the terms upon which it is held by such Holder, are
subject to the Articles, (ii) that (except as otherwise provided in the Articles) such Holder's American Depositary Shares represent
an Interest (as defined in the Articles) in the Shares underlying such American Depositary Shares, (iii) that so long as the Articles
provide a means by which the Issuer or the Directors may, in accordance with the Articles, limit the extent to which Affected Holders
(as defined in the Articles and including, without limitation, non-European Union nationals) may have Interests in the Shares and
the exercise of rights by Affected Holders in relation to Shares (the "Foreign Interest Limitation"), such Holder will
be bound by the Foreign Interest Limitation (and all related provisions of the Articles) and the Directors have a duty to take
action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation against such Holder
(including, without limitation, making provision for the withdrawal of the right of such Holder to direct the voting of the Shares
underlying such Holder's American Depositary Shares and/or the forced sale of all or part of such Shares or the Interests held
therein (including Interests held through American Depositary Shares) if a sufficient disposal or disposals of Shares or of Interests
therein has not been made to the Directors' satisfaction within 21 days (or such longer period as the Directors consider reasonable)
after service upon the Depositary (or its nominee), the Custodian (or its nominee) or the Holder of a notice requiring such disposal)
or against other Holders or holders of Shares, (iv) that such Holder, to the extent it may legally do so, will provide such information
as lies with its knowledge that is requested by the Issuer under statutory provisions of Irish law or the Articles, which may include,
without limitation, information as to the capacity in which such Holder holds American Depositary Shares and the nature and extent
of the Interests of such Holder or other persons in the Shares underlying such Holder's American Depositary Shares and (v) that
the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the
Directors under the provisions of the Articles relating to the Foreign Interest Limitation shall be final and conclusive and not
open to challenge and the Directors shall not be obliged to give any reason therefor and that the Directors shall, so long as they
act in good faith, be under no liability to the Issuer or to any other person in acting or not taking action under or pursuant
to such provisions of the Articles or for any erroneous determination made by them in exercise of their powers under such provisions.
(b) If the
Depositary (or the Custodian or any nominee of the Custodian) as registered holder of any Shares receives a Restricted Share Notice
(as defined in the Articles) from the Issuer or the Directors informing the Depositary that:
(i) a specified
Holder or Holders (a "Relevant Holder" or "Relevant Holders") are believed or are deemed to be Affected Holders
(as defined in the Articles) or are believed or are deemed to be Holders through which an Affected Holder or Holders have Interests
in relation to any Shares specified in the Restricted Share Notice; and/or
(ii) the
Directors believe that each Relevant Holder or the Affected Holder or Holders believed or deemed to have Interests through such
Relevant Holder are or are deemed to be interested in a specified number of such Shares, paragraph (d) of this Section shall apply.
The Issuer need not include in a Restricted Share Notice the information described in clause (ii) of this paragraph (b). If the
Restricted Share Notice does not include such information, the Depositary shall assume for the purposes of paragraph (d) of this
Section that each Relevant Holder or the Affected Holder or Holders specified pursuant to clause (i) of this paragraph (b) are
or are deemed to be interested in that number of the Shares that bears the same ratio to the total number of Shares specified in
such Restricted Share Notice as the number of such Relevant Holder's American Depositary Shares bears to the number of American
Depositary Shares of all Relevant Holders specified in such Restricted Share Notice.
(c) "Relevant
Receipt" means a Receipt evidencing the Shares in which a Relevant Holder or the Affected Holder or Holders specified pursuant
to clause (i) of paragraph (b) are believed or deemed to have Interests for purposes of this Section.
(d) Following the receipt
of a Restricted Share Notice, the Depositary shall, if the Restricted Share Notice requires such action,
(i) refuse
to register any transfer of a Relevant Receipt until the Issuer has withdrawn the Restricted Share Notice in respect of that Relevant
Receipt;
(ii) not exercise
the voting rights attaching to a Relevant Receipt to the extent that the voting rights (as well as the rights to attend and vote
at general meetings) attaching to the Shares underlying that Relevant Receipt are denied to the Depositary as notified in the Restricted
Share Notice until the Issuer has withdrawn the Restricted Share Notice in respect of that Relevant Receipt; and
(iii) give
notice to each Relevant Holder specified therein of receipt by the Depositary of the Restricted Share Notice and of the actions
to be taken under this paragraph (d) and the matters provided for in paragraph (e) of Section 3.04 0f the Deposit Agreement.
If the Depositary
at any time receives a further notice from the Issuer or the Directors modifying such Restricted Share Notice, the Depositary shall
take action in accordance with such modified Restricted Share Notice from and after the receipt of such notice by the Depositary.
(e) If the Restricted
Share Notice in respect of a Relevant Receipt so specifies, the Depositary shall give notice to the Relevant Holder that (i) the
Relevant Holder must within 21 days of receipt of the Restricted Share Notice by the Depositary (or any longer period specified
in the Restricted Share Notice) make a disposal or disposals of or of Interests in the Relevant Receipt or underlying Shares to
the Directors' satisfaction such that no Affected Holder has an Interest in the Relevant Receipt or underlying Shares and (ii)
if such disposal or disposals are not so made to the Directors' satisfaction and if such Restricted Share Notice has not been withdrawn,
(A) any or all Shares underlying the Relevant Receipt may be sold by the Directors pursuant to the Articles and (B) if any such
sale is made, such Relevant Receipt shall thenceforth represent only the right to receive any cash received by the Depositary in
respect thereof, less any taxes and expenses incurred or paid by the Depositary in distributing such cash to the Relevant Holder
thereof, and any unsold Shares, and upon surrender of such Relevant Receipt, the Relevant Holder thereof shall be entitled to withdraw
such cash and such underlying Shares in the manner set forth in Section 2.05 of the Deposit Agreement.
(f) If the Depositary
(of the Custodian or any nominee of the Custodian) receives a Restricted Share Notice that does not contain the information described
in clause (i) of paragraph (b), the Depositary shall:
(i) apply
any denial of voting rights in consequence thereof pro rata to all American Depositary Shares outstanding from time
to time; and
(ii) give
notice to all Holders of receipt by the Depositary of the Restricted Share Notice and of the actions to be taken under this paragraph
(f) and the matters provided for in paragraph (e), and treat any sale of Shares in consequence of the Restricted Share Notice as
if it were a distribution in cash and a change in Deposited Securities applicable to all Deposited Securities as provided in Sections
4.01 and 4.09 of the Deposit Agreement.
(g) Each Holder
acknowledges and agrees that the Issuer or the Directors are also empowered by the Articles (i) to serve a Restricted Share Notice
on it to the effect that such Holder must make a disposal or disposals of or Interests in American Depositary Shares held by it
(or of the underlying Shares) in the manner described in paragraph (e) and (ii) to refuse to register a transfer of Shares in respect
of which a Restricted Share Notice has been served if Affected Holders would continue to have an Interest or Interests in such
Shares following such transfer.
(h) Each Holder
acknowledges that the Articles provide that the Directors are entitled to assume that all Shares underlying American Depositary
Shares are Shares in which Affected Holders have Interests, unless the contrary is established to the Directors' satisfaction.
Each Holder who does not wish to be treated as an Affected Holder must complete and submit a Nationality Declaration available
upon request from the Depositary and initially in the form of Exhibit B (2) annexed to the Deposit Agreement and otherwise comply
with the terms of Section 2.10 of the Deposit Agreement. Without prejudice to the foregoing, each Holder agrees that the Directors
are entitled to assume, unless the contrary is established to the Directors' satisfaction, that each Holder with a registered address
in the United States is or holds on behalf of a United States national and that each Holder with a registered address in Canada
is or holds on behalf of a Canadian national.
(i) At the Issuer's
expense, the Depositary will forward to Holders or to the Issuer, as the case may be, communications relating to the application
of the provisions of Section 3.04 of the Deposit Agreement. Holders seeking to communicate with the Issuer or its Directors on
matters relating to the application of the provisions of Section 3.04 of the Deposit Agreement may send their communications to
the Depositary for forwarding, at their own risk, to the Issuer.
(j) Subject to Sections
5.02 and 5.03 of the Deposit Agreement, the Depositary shall not have any liability to any Holder by reason of the Depositary's
performance of its obligations under Section 3.04 of the Deposit Agreement.
Ryanair (NASDAQ:RYAAY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ryanair (NASDAQ:RYAAY)
Historical Stock Chart
From Apr 2023 to Apr 2024