{"url_path":"/sec/ryaay/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Description of Securities Other than Equity Securities","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1038683/0001104659-26-076131-index.html","accession_number":"0001104659-26-076131","cik":"0001038683","ticker":"RYAAY","issuer_name":"RYANAIR HOLDINGS PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1038683/0001104659-26-076131-index.html","primary_entity_key":"0001038683","primary_entity_name":"RYANAIR HOLDINGS PLC"},"word_count":436,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other than Equity Securities\n\n​\n\nRyanair’s ADSs, each representing 2 Ordinary Shares, are traded on Nasdaq.\n\n​\n\nHolders of ADSs are required to pay certain fees and expenses. The table below sets forth the fees and expenses which holders of ADSs, under the deposit agreement between the Company, The Bank of New York Mellon and holders of ADSs, can be charged for or which can be deducted from dividends or other distributions on the deposited shares. The Company and The Bank of New York Mellon have also entered into a separate letter agreement, which has the effect of reducing some of the fees listed below.\n\n​\n\n​\n\n​\n\n​\n\nPersons depositing or withdrawing ADSs must pay**:**\n\n  ​ ​ ​\n\nFor**:**\n\n$5.00 (or less) per 100 ADSs (or portion of 100 ADSs).\n\n​\n\nIssuance of ADSs, including issuances resulting from a distribution of common shares or rights or other property.\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.\n\n​\n\n​\n\n​\n\n$0.015 (or less) per ADS.\n\n​\n\nAny cash distribution to the holder of the ADSs.\n\n​\n\n​\n\n​\n\n$0.02 (or less) per ADS per calendar year.\n\n​\n\nDepositary services.\n\n​\n\n​\n\n​\n\nA fee equivalent to the fee that would be payable if securities distributed to the holder of ADSs had been shares and the shares had been deposited for issuance of ADSs.\n\n​\n\nDistribution of securities distributed by the issuer to the holders of common securities, which are distributed by the depositary to ADS holders.\n\n​\n\n​\n\n​\n\nRegistration or transfer fees.\n\n​\n\nTransfer and registration of shares on Ryanair’s share register to or from the name of the depositary or its agent when the holder of ADSs deposits or withdraws common shares.\n\n​\n\n​\n\n​\n\nExpenses of the depositary.\n\n​\n\nCable, telex and facsimile transmissions (when expressly provided for in the deposit agreement).\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExpenses of the depositary in converting foreign currency to U.S. dollars.\n\n​\n\n​\n\n​\n\nTaxes and other governmental charges the depositary or the custodian have to pay on any ADSs or common shares underlying ADSs (for example, stock transfer taxes, stamp duty or withholding taxes).\n\n​\n\nAs necessary.\n\n​\n\n​\n\n​\n\nAny charges incurred by the depositary or its agents for servicing the deposited securities.\n\n​\n\nAs necessary.\n\n​\n\n89\n\n[Table of Contents](#TOC)\n\nREIMBURSEMENT OF FEES\n\n​\n\nFrom April 1, 2025 to March 31, 2026 the Depositary collected fees equal to approximately U.S.$10.8m from holders of ADSs, net of fees paid to the Depositary by the Company.\n\n​\n\n**PART********II**\n\n​"}