Notice of Requisition of EGM of Aer Lingus Grou...
6 January, 2009
The Board of Directors
Aer Lingus Group plc
Head Office
Dublin Airport
Co Dublin
Notice of Requisition of EGM of Aer Lingus Group plc
Dear Sirs,
As a 29.82% shareholder in Aer Lingus Group, plc (the "Company"), we
are deeply concerned by the reported amendments to Mr Mannion's
employment agreement summarised on page 37 of Aer Lingus' 22 December
defence document.
We note from the version of Mr Mannion's amendment letter made
available to us on 5 January, 2009, and which is undated by Mr
Mannion, that he will now be entitled to claim up to ¤2.8m of
shareholders' funds should he decide to resign following a change of
control of the Company, even if the new owners (as is the case with
Ryanair) are happy for him to continue in office. This "failure
bonus" appears to us to be both excessive and indefensible.
We believe that such arrangements - where multi-million euro sums are
paid to Aer Lingus management at their choosing where they
voluntarily decide to resign - are not only unprecedented, but are
also in breach of both Irish Takeover Rules (Rule 21) and Irish
company law (s186 and s188 of the Companies Act, 1963), unless they
have been approved in advance by the Company's shareholders in
general meeting.
Accordingly, we hereby requisition an Extraordinary General Meeting
of the Company to consider, and if thought fit, pass the following
resolutions as ordinary resolutions;
1. That the letter of amendment to Mr Mannion's
employment contract awarding him a payment of up to ¤2.8m should he
decide to resign following a change of control, be and is hereby
revoked;
2. That the letter of amendment to Mr Coyle's employment
contract awarding him a payment of up to ¤1.4m should he decide to
resign following a change of control, be and is hereby revoked;
3. That the Board of Directors of the Company be censured
for breaching Irish company law by failing to seek shareholder
approval for the above employment contract amendments prior to their
signature by the Company.
These requisitions are made pursuant to Article 55 of the Articles of
Association of the Company and Section 132 of the Companies Act, 1963
(the "Act").
Please confirm in writing that you will proceed to convene the said
meeting within 21 days of today's date in accordance with the
Articles of Association of the Company and the Act.
Signed by:
For and on behalf of
Ryanair Limited
The following statements and information are included in this letter
in accordance with the requirements of the Irish Takeover Rules.
The directors of Ryanair and Coinside (a wholly owned subsidiary of
Ryanair and the company making the Offer) accept responsibility for
the information contained in this letter, save that the only
responsibility accepted by the directors of Ryanair and Coinside in
respect of the information contained herein relating to Aer Lingus
and the Aer Lingus Group, which has been compiled from published
sources, has been to ensure that such information has been correctly
and fairly reproduced or presented (and no steps have been taken by
the directors of Ryanair or Coinside to verify such information). To
the best of the knowledge and belief of the directors of Ryanair and
Coinside (having taken all reasonable care to ensure that such is the
case), the information contained herein for which the directors of
Ryanair and Coinside accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Davy Corporate Finance, which is regulated in Ireland by the
Financial Regulator, is acting exclusively for Ryanair and Coinside
and no one else in connection with the Offer and will not be
responsible to anyone other than Ryanair and Coinside for providing
the protections afforded to clients of Davy Corporate Finance nor for
providing advice in relation to the Offer, the contents of this
document or any transaction or arrangement referred to in this
announcement.
Morgan Stanley is acting exclusively for Ryanair and Coinside and no
one else in connection with the Offer and will not be responsible to
anyone other than Ryanair and Coinside for providing the protections
afforded to clients of Morgan Stanley nor for providing advice in
relation to the Offer, the contents of this document or any
transaction or arrangement referred to in this announcement.
---END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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