Ryanair Lifts EU Share Purchase Restriction

Ryanair Holdings has announced the immediate removal of a longstanding restriction that barred non-European Union nationals from purchasing shares in the airline. In a note to investors dated March 7, 2025, the company confirmed that the purchase prohibition on its ordinary shares, which are listed on Euronext Dublin and depositary shares listed on Nasdaq, has been lifted. This move comes after the airline reached a milestone in which EU nationals now own more than half of its issued share capital, a significant change that has allowed Ryanair to ease previous ownership constraints.

The decision to remove the restriction reflects the group’s ongoing efforts to align its shareholding structure with the requirements of EU regulation 1008/2008. This regulation mandates that airlines based within the European Union must be majority-owned and effectively controlled by EU nationals to obtain and maintain their operating licences. Under the regulation, non-EU nationals are permitted to hold a maximum of 49.9% of an airline’s share capital. By discontinuing the purchase prohibition, Ryanair is opening up its share market to a broader range of investors while continuing to apply voting restrictions to ensure compliance with EU control and ownership rules. The company has clearly stated that although anyone can now purchase its ordinary shares, voting rights will remain limited for non-EU shareholders to preserve the requirement that EU nationals maintain effective control.

This change marks a notable shift in Ryanair’s approach to shareholder composition. Previously, following the United Kingdom’s exit from the European Union on January 1, 2021, shares held by UK nationals were subject to restrictions similar to those at other major low-cost carriers such as Wizz Air Holdings and easyJet. These restrictions were put in place to guarantee that effective control of the airline remained with EU citizens. UK shareholders, as non-EU nationals, were consequently unable to attend, speak at, or vote during Ryanair’s annual meetings. The recent adjustment, however, signifies that while the purchase of shares is now open to all, the board will continue to impose voting restrictions on non-EU shareholders until it deems safe to remove them without compromising the carrier’s licences.

The change follows an ownership and control review conducted in September 2024, which forecast that EU nationals would hold more than 50% of the issued share capital within six to twelve months. Although reports from The Irish Times earlier indicated that the share of the company held by EU citizens had dropped from around 54% to 40% as a result of Brexit—where UK shareholders were reclassified as non-EU—the company’s share buyback programme has since helped boost EU holdings to 48% by September 2024. Group chief executive Michael O’Leary highlighted at the group’s AGM that this improvement in the ownership structure was a key factor leading to the board’s decision to lift the purchase ban.

While the restrictions on non-EU share purchases have been removed, Ryanair’s board has maintained that voting limitations will continue to ensure that the airline remains at least 20% owned by EU nationals, as required by its regulator. The company also noted that it might consider reintroducing the share purchase prohibition at an appropriate time to safeguard the balance of ownership, should circumstances necessitate it. This strategic move is designed to protect the airline’s operating licences and maintain its competitive position within the strict regulatory framework governing European aviation.

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Sources: AirGuide Business airguide.info, bing.com, ch-aviation.com