TRANSPORT MINISTER Noel Dempsey has declined Michael O'Leary's offer for him to act as Ryanair's proxy at Aer Lingus's annual general meeting on Friday, The Irish Timeshas learned.

Shareholders will be asked at the meeting to vote on two controversial motions from Ryanair relating to the fees paid to the Aer Lingus directors, and executive compensation for loss of office.

By accepting the offer to act as Ryanair’s proxy, the Minister would have controlled a majority of Aer Lingus’s votes at the meeting.

Ryanair owns 29.8 per cent of Aer Lingus while the state holds a 25.12 per cent share.

But in a letter sent yesterday to Ryanair chief executive Michael O'Leary and seen by The Irish Times, Mr Dempsey politely declined Ryanair's "kind offer", which was made public last Friday.

“While I would certainly be interested in having control of Ryanair’s shareholding in Aer Lingus – to use in the best long-term interest of the shareholders, the company and consumers – I am really not interested in short-term, limited control of the shares solely to vote for resolutions proposed by Ryanair at the AGM,” the Minister said.

“As you appear to have strong views on the resolutions, I suggest it is probably better to use them yourself or appoint someone who shares your agenda on Aer Lingus,” the Minister added.

Ryanair has put two motions to the Aer Lingus AGM. One seeks to slash the fees paid to Aer Lingus directors.

The other seeks to give shareholders the power to vote on any special exit payments that might be offered to Aer Lingus executives as compensation for them leaving following a change of ownership.

In January, Mr Dempsey scuppered Ryanair’s €1.40 a share bid for Aer Lingus, saying it “greatly undervalued” the airline.