Ryanair Holdings (RYAAY) Risk Analysis

The Company operates in many jurisdictions and is, from time to time, subject to tax audits, which by their nature are often complex and can require several years to conclude. While the Company is of the view that it is tax compliant in all jurisdictions in which it operates, there can be no guarantee that it will not receive tax assessments following the conclusion of the tax audits. In the event that the Company is unsuccessful in defending its position, it is possible that the effective tax rate, employment and other costs of the Company could materially increase. See "-Corporation tax rates expected to rise" above.

EU Regulation (EC) No. 261/2004 requires airlines to compensate passengers (holding a valid ticket) who have been denied boarding or whose flight has been canceled or delayed more than three hours on arrival. The regulation calls for compensation of €250, €400, or €600 per passenger, depending on the length of the flight and the cause of the cancellation or delay, i.e., whether it is caused by "extraordinary circumstances". As Ryanair's average flight length is less than 1,500 KM – the upper limit for short-haul flights – the amount payable is generally €250 per passenger. Passengers subject to flight delays over two hours are also entitled to "assistance", including meals, drinks, and telephone calls, as well as hotel accommodation if the delay extends overnight. For delays of over five hours, the airline is also required to offer the option of a refund of the cost of the unused ticket. There can be no assurance that the Company will not incur a significant increase in costs in the future due to the impact of this regulation if Ryanair experiences a large number of delays or canceled flights, which could occur as a result of certain types of events beyond its control. Further, courts in several jurisdictions have been narrowing the definition of the term "extraordinary circumstances", thus allowing increased consumer claims for compensation. In September 2015, the Court of Justice of the EU, in Van der Lans v KLM, held that airlines are required to provide compensation to passengers even in the event of a flight cancellation on account of unforeseen technical defects. Further, in April 2018, the Court of Justice of the EU found in Krusemann v TUIfly that "wildcat" strikes which stem from restructuring measures taken by an air carrier do not constitute extraordinary circumstances. In March 2021, in the Airhelp v SAS proceedings, the Court of Justice of the EU effectively imposed strict liability on airlines to pay compensation where flights are canceled or delayed for three hours or more on arrival due to strikes by airline staff.  In addition, in December 2021, in joined cases (including Azurair, Corendon Airlines, Eurowings, Austrian Airlines and Laudamotion), the Court of Justice of the EU found that compensation is also payable for schedule changes made without sufficient notice which result in an earlier departure of one hour or more or a later departure of three hours or more unless due to "extraordinary circumstances".  See "-Extreme Weather Events Could Affect the Company and Have a Material Adverse Effect on the Company's Results of Operations" below. Under the terms of EU Regulation No. 261/2004, described above, in addition to the payment of compensation, Ryanair has certain duties to passengers whose flights are canceled. In particular, Ryanair is required to reimburse passengers who have had their flights canceled for certain reasonable, documented expenses – primarily for accommodation and food. Passengers must also be given a re-routing option if their flight is delayed over three hours or if it is canceled. Such re-routing options are not limited to Ryanair flights and other carriers must be considered if no suitable Ryanair flight can be sourced. If a passenger elects for a refund, Ryanair's re-routing obligations cease. Similar passenger rights are provided in the UK under the Air Passenger Rights and Air Travel Organizers' Licensing (Amendment) (EU Exit) Regulations 2019 ("UK261") and in Israel under the Aviation Services Law ("ASL"). Ryanair recognizes the potential for changes in regulatory frameworks that govern our operations. In particular, the Company cannot guarantee that EU Regulation No. 261/2004 or UK261 will not be amended to impose more stringent requirements, which could potentially impact Ryanair's operations and financial performance.

Screenscraper websites gain unauthorized access to Ryanair's website and booking system, extract flight and pricing information and display it on their own websites for sale to customers at prices which may include hidden intermediary fees on top of Ryanair's fares. Ryanair does not allow any such commercial use of its website and objects to the practice of screen scraping also on the basis of certain legal principles, such as contractual and database rights and copyright protection. In turn, Ryanair has been accused by certain operators of screen scraping websites that its objection to the unauthorized selling by online travel agents ("OTAs") to consumers of Ryanair flight tickets is an attempt to restrict competition. Ryanair is currently involved in legal proceedings against the proprietors of screenscraper websites in Germany and Ireland . Ryanair's objective is to prevent any unauthorized use of its website and to prevent consumer harm, and the resultant reputational damage to the Company, that may arise due to the failure by some operators of screenscraper websites to display the true price of the Ryanair fare and to provide Ryanair with the passengers' genuine contact and payment method details. In November 2023, the Irish High Court found that Flightbox, a screenscraper, was bound by the Terms of Use of the Ryanair website and as such, the court granted Ryanair a permanent injunction prohibiting Flightbox from breaching the binding Terms of Use of the Ryanair website by using bot technology to unlawfully scrape the Ryanair website for OTAs. Following that decision, Ryanair was approached by a number of OTAs who wanted to enter into agreements that respected Ryanair's exclusive online distribution model. Ryanair entered into the first Direct Distribution Agreement ("DDA") with Love Holidays in January 2024 and subsequently into DDAs with several other OTAs. The DDAs fully protect Ryanair's exclusive online distribution model. Under the DDAs Ryanair grants the OTA partner a license to use its flight and price data for display purposes only on the OTA website. The passenger can select accurately priced Ryanair flights and ancillary services, and is brought to the Ryanair.com website to confirm the purchase of Ryanair flights and ancillary services. The agreements strictly prohibit any hidden mark-ups being applied to Ryanair flights and/or ancillary products so as not to mislead consumers but gives pricing freedom to OTAs provided their fees or discounts are displayed transparently. The agreements also ensure that Ryanair obtains the passenger's real contact details, allow the passenger to manage their own booking directly with Ryanair, and in the event of cancellation or disruption, ensure that the passenger receives a prompt refund. In January 2024, the Milan Court of Appeal conclusively rejected claims of the OTAs Lastminute and Viaggiare that Ryanair's exclusive online distribution model constitutes an abuse of a dominant position and confirmed that Ryanair's exclusive online distribution model was justified and pro-consumer. In July 2024, a jury in the Delaware District Court found that Booking.com had violated the U.S. Computer Fraud and Abuse Act ("CFAA") by accessing Ryanair's "protected computer" without authorization and with intent to defraud causing Ryanair loss in excess of $5,000 (the minimum technical damages required for invoking the CFAA).  Booking.com challenged the decision and in January 2025 obtained a ruling from the trial judge that the jury was incorrect to find that Ryanair suffered loss in excess of $5,000. Ryanair appealed this ruling to the U.S. Circuit Court in February 2025. The case was ultimately settled and Booking.com entered into an agreement with Ryanair, which provides the entire Booking Holdings Group (including Booking.com, Kayak, Priceline and others) access to Ryanair's DDAs and price comparison agreements. Ryanair allows certain companies who operate fare comparison (i.e., not reselling) websites to access its schedule and fare information for the purposes of price comparison provided they sign a license and use the agreed method to access the data. In addition, Ryanair permits GDS operators Amadeus, Sabre and Travelport (trading as Galileo and Worldspan), as well as Kyte, Travelfusion and others to provide access to Ryanair's fares to traditional brick & mortar travel agents and closed corporate travel booking platforms. Ryanair also allows traditional brick & mortar travel agents and closed corporate travel booking platforms to access its fares directly on Ryanair.com via a Travel Agent Direct ("TAD") channel. Notwithstanding the recent success in the screen scraping litigation, Ryanair has also in the past recorded unfavorable rulings in its actions against screen scrapers. In addition, in September 2023, the Italian Competition Authority ("AGCM") opened an investigation into a potential abuse of a dominant position by Ryanair in its dealings with OTAs and bricks & mortar travel agents. The AGCM issued a Statement of Objections to Ryanair in October 2025 outlining the case team's theory on why it believed Ryanair was in breach of competition law, following which Ryanair responded in writing and attended a hearing of the AGCM Board in December 2025. The AGCM Board issued a decision in December 2025 finding that Ryanair had abused a dominant position in its dealings with OTAs and bricks & mortar travel agents between April 2023 and April 2025, and fining Ryanair €256m. Ryanair believes there is no merit in this decision and has filed an appeal to the Administrative Tribunal of Lazio with reference to, amongst others, case law supporting its current distribution model, including the January 2024 rulings of the Court of Appeal of Milan in cases brought by OTAs Lastminute and Viaggiare, which found that Ryanair's direct distribution model benefited consumers and did not entail an abuse of a dominant position. The Italian court appeals will likely take up to three years to be resolved. Ryanair intends to bring to the attention of the courts the May 2026 ruling by the Italian Council of State on Ryanair's appeal of the AGCM's decision concerning refunds to passengers and a promotion during Covid, in which the Council of State found that the AGCM had discriminated against Ryanair (relative to other airlines) during the investigation, and which overturned the €4.2m fine imposed by the AGCM on Ryanair. Pending the outcome of outstanding legal proceedings and appeals of the December 2025 decision of the AGCM, and if Ryanair were to be ultimately unsuccessful in them, the activities of screen scraper websites could lead to a reduction in the number of customers who book directly on Ryanair's website and consequently to a reduction in Ryanair's ancillary revenue stream. Also, some business may be lost to Ryanair once potential customers are presented by a screen scraper website with a Ryanair fare or a fee for an ancillary product such as priority boarding or checked baggage inflated by the screen scraper's intermediary fee. This could also adversely affect Ryanair's reputation as a low-fares airline, which could negatively affect Ryanair's results of operations and financial conditions. For additional details, see "Item 8. Financial Information-Other Financial Information-Legal Proceedings-Legal Proceedings Against Internet Ticket Touts."