Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
CARNIVAL CORPORATION
ARTICLE I
Offices
Section 1.1 Offices. The Corporation may have and maintain an office
or offices at such places within or without the Republic of Panama as the Board
of Directors may from time to time determine or the business of the Corporation
requires.
ARTICLE II
Meetings of Shareholders
Section 2.1 Place of Meeting. Every meeting of the Shareholders the
Corporation shall be held at the office of the Corporation or at such place or
places within or outside the Republic of Panama as shall be specified or fixed
in the notice of such meeting or in the waiver of notice thereof.
Section 2.2 Annual Meeting. The Annual Meeting of the Shareholders
shall be held annually at such hour and on such business day in March or April
as may be determined by the Board of Directors and designated in the notice of
meeting. At such Annual Meeting, the Shareholders then entitled to vote shall
elect directors and shall transact such other business as may properly be
brought before the meeting.
Section 2.3 Deferred Meeting for Election of Directors, Etc. If the
Annual Meeting for the election of directors and the transaction of other
business is not held within the months specified in Section 2.2, the Board shall
call a meeting of Shareholders for the election of directors and the transaction
of other business as soon thereafter as convenient.
Section 2.4 Special Meetings. A Special Meeting of Shareholders
(other than special meting for the election of directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the
President or by the Secretary. At any Special Meeting of Shareholders only such
business may be transacted as is related to the purpose or purposes of such
meeting set forth in the notice thereof or in any waiver of notice thereof.
Section 2.5 Notice of Meetings. Except as provided in Section 6.2,
written notice of all meetings of Shareholders stating the purpose or purposes
for which the meeting is called, including whether the resolution relates to a
Joint Electorate Action
or a Class Rights Action, the name of the person or persons at whose direction
the notice is being given, and the date, time and place where it is to be held,
shall be given, personally or by mail, at least ten (10) but not more than sixty
(60) days before such meeting, to each Shareholder of record entitled to vote at
such meeting and to each member of the Board of Directors. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
with postage prepaid directed to the Shareholder at his address as it appears on
the records of the Corporation. An affidavit of the Secretary or an Assistant
Secretary or of the transfer agent of the Corporation that the notice required
by this Section 2.5 has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the meeting as originally called. If, however, the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Shareholder of record entitled to vote at the
meeting.
Section 2.6 Notice with Respect to Joint Electorate Action or Class
Rights Action. If the Corporation proposes to undertake a Joint Electorate
Action or Class Rights Action, the Corporation shall immediately give notice to
P&O Princess of the nature of the Joint Electorate Action or the Class Rights
Action it proposes to take. Unless such action is proposed to be taken at the
Annual Meeting of Shareholders, the Board of Directors shall convene a Special
Meeting for the purpose of considering a resolution to approve the Joint
Electorate Action or Class Rights Action. Such meeting shall be held as close in
time as practicable with the Parallel Shareholder Meeting convened by P&O
Princess for purposes of considering such Joint Electorate Action or Class
Rights Action.
(a) The Corporation shall cooperate fully with P&O Princess
in preparing resolutions, explanatory memoranda or any other information or
material required in connection with the proposed Joint Electorate Action or
Class Rights Action.
Section 2.7 Quorum, Manner of Acting and Adjournment.
(a) The presence in person or by proxy at any meeting of
Shareholders holding at least one-third of the total votes entitled to be cast
shall constitute a quorum for the transaction of business at such meeting except
as otherwise required by Applicable Regulation, the Articles of Incorporation or
these By-Laws. When a quorum is once present to organize a meeting of
Shareholders, it is not broken by the subsequent withdrawal of any Shareholders.
The holders of a majority of the shares of stock present in person or
represented by proxy at any meeting of Shareholders, including an adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place. The Secretary shall give notice to P&O Princess as soon as
possible of an adjournment and of the business to be transacted at an adjourned
meeting.
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(b) When a quorum for the transaction of business is present
at any meeting, a Majority Resolution shall decide such question brought before
such meeting, unless the question is one upon which, by express provision of
Applicable Regulation, the Articles of Incorporation or as provided in these
By-Laws, a Supermajority Resolution is required, in which case such express
provision shall govern the decision of such question. Shareholders present in
person or by proxy at a duly convened meeting can continue to transact business
until adjournment, notwithstanding withdrawal of Shareholders so as to leave
fewer than a quorum present.
(c) No action required to be taken or which may be taken at
any meeting of Shareholders may be taken without a meeting, and the power of the
Shareholders to consent in writing, without a meeting, to the taking of any
action is specifically denied.
Section 2.8 Quorum for Joint Electorate Actions and Class Rights
Actions.
(a) For purposes of determining whether a quorum exists at
any meeting of Shareholders where a Joint Electorate Action or a Class Rights
Action is to be considered:
(i) if the meeting of Shareholders convenes before the
Parallel Shareholder Meeting of P&O Princess, the Carnival Special Voting Share
shall, at the commencement of the meeting, have no votes and therefore shall not
be counted for purposes of determining the total number of shares entitled to
vote at such meeting or whether a quorum exists at such meeting, although the
Carnival Special Voting Share itself must be present, either in person (through
a representative of DLC SVC) or by proxy;
(ii) if the meeting of the Shareholders convenes at
substantially the same time as or after the Parallel Shareholder Meeting of P&O
Princess with respect to one or more Joint Electorate Actions and no Class
Rights Actions, the Carnival Special Voting Share will have the maximum number
of votes attached to it as were cast on any such Joint Electorate Action
multiplied by the Carnival Equivalent Number, either for, against or abstained,
at the Parallel Shareholder Meeting of P&O Princess, and such maximum number of
votes (including abstentions) multiplied by the Carnival Equivalent Number shall
constitute shares entitled to vote and present for purposes of determining
whether a quorum exists at such meeting; and
(iii) if the meeting of Shareholders convenes at
substantially the same time as or after the Parallel Shareholder Meeting of P&O
Princess with respect to one or more Class Rights Actions, the Carnival Special
Voting Share shall, at the commencement of the meeting, have no votes (for
purposes of determining whether a quorum exists, but without prejudice to any
voting rights the Carnival Special Voting Share may have under the Articles of
Incorporation) and therefore shall not be counted for purposes of determining
the total number of shares entitled to vote at such meeting or whether a quorum
exists at such meeting, although the Carnival Special
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Voting Share itself must be present, either in person (through a representative
of DLC SVC) or by proxy.
(b) Notwithstanding the foregoing, in order for a quorum to
be validly constituted with respect to meetings of Shareholders convened to
consider a Joint Electorate Action or Class Rights Action, DLC SVC must be
present at such meeting.
Section 2.9 Organization. At every meeting of Shareholders, the
Chairman of the Board, if there be one, or in the case of vacancy in the office
or absence of the Chairman of the Board, one of the following persons present in
the order stated: the vice chairman of the Board, if there be one or in their
order of rank or seniority if there be more than one, the Chief Executive
Officer, the President, the vice presidents in their order of rank or seniority,
a chairman designated by those members of the Board of Directors present at the
meeting or a chairman chosen by Shareholders shall act as chairman, and the
Secretary, or in his absence, an assistant secretary, or in the absence of the
Secretary and assistant secretaries, a person appointed by the Chairman, shall
act as secretary.
Section 2.10 Voting by Ballot. Any resolution to be considered at a
meeting of Shareholders in relation to which the DLC SVC is or may be entitled
to vote shall be decided by ballot. The ballot shall be kept open for such time
as to allow the Parallel Shareholder Meeting of P&O Princess to be held and for
the votes attaching to the Carnival Special Voting Share to be calculated and
cast on such ballot, although such ballot may be closed earlier in respect of
shares of other classes. The chairman of the meeting shall direct the procedures
for voting by ballot.
Section 2.11 Voting by Proxy. Each Shareholder entitled to vote at a
meeting of Shareholders may authorize any person to act for him by proxy. A
proxy deposited by DLC SVC will be valid if it is received by or delivered to
the chairman of the meeting before the close of the ballot to which it relates.
To be valid, a proxy must comply in form and substance with all applicable
provisions of Panamanian law.
Section 2.12 Cumulative Voting. Cumulative voting for directors shall
not be permitted.
Section 2.13 List of Shareholders. The Secretary shall prepare and
make, or cause to be prepared and made, at least ten days before every meeting
of Shareholders, a complete list of Shareholders, entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Shareholder and the number of shares registered in the name of each Shareholder.
Such list shall be open to the examination of any Shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Shareholder who is
present.
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Section 2.14 Inspectors of Election.
(a) In advance of any meeting of Shareholders, the Board of
Directors may appoint inspectors of election, who need not be Shareholders, to
act at such meeting or any adjournment thereof. If inspectors of election are
not so appointed, the person presiding at any such meeting may, and on the
request of any Shareholder entitled to vote at the meeting and before voting
begins shall, appoint inspectors of election. In case any absence of the
Chairman of the Board and the President, the persons designated pursuant to
Section 2.9 shall act as chairman and secretary of the meeting.
(b) On request of the person presiding at the meeting or any
Shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge or question or matter determined by them, and execute a
sworn certificate of any fact found by them. Any such report or certificate
shall be prima facie evidence of the facts stated and on the vote as certified
by him or them.
Section 2.15 Actions for Shareholder Approval.
(a) All actions to be approved by the holders of Carnival
Common Stock shall be Joint Electorate Actions, Class Rights Actions or
Procedural Resolutions.
(b) No resolution with respect to a Joint Electorate Action
or a Class Rights Action shall be approved unless the Parallel Shareholder
Meeting of P&O Princess is validly held and a vote of the holders of P&O
Princess Ordinary Shares is held on an Equivalent Resolution.
Section 2.16 Joint Electorate Actions. All actions put to the
holders of Carnival Common Stock or P&O Princess Ordinary Shares, except for
Class Rights Actions and Procedural Resolutions, shall constitute Joint
Electorate Actions. For the avoidance of doubt, the following actions, if put to
the holders of Carnival Common Stock or P&O Princess Ordinary Shares, shall
constitute Joint Electorate Actions:
(a) the appointment, removal or re-election of any director
of the Corporation or P&O Princess, or both of them;
(b) to the extent such receipt or adoption is required by
Applicable Regulations, the receipt or adoption of the Corporation's or P&O
Princess' financial statements, or both of them, or accounts prepared on a
combined basis, other than any accounts in respect of the period(s) ended prior
to the date of the Equalization Agreement;
(c) a change of name of either the Corporation, P&O Princess,
or both of them; and
(d) the appointment or removal of the auditors of the
Corporation or P&O Princess, or both of them.
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Section 2.17 Procedure for Approval of Joint Electorate Actions.
(a) If the Corporation proposes to take any Joint Electorate
Action, such action shall require approval by Majority Resolution (or if
Applicable Regulations, the Articles of Incorporation or these By-Laws require
the action to be approved by a Supermajority Resolution, by the vote required
thereby) of the holders of Carnival Common Stock, holders of the Corporation's
Other Voting Shares and the DLC SVC, voting together as a single class by
ballot.
(b) No resolution will be approved with respect to a Joint
Electorate Action unless at least one-third of the total votes entitled to be
cast by (i) the holders of Carnival Common Stock, and (ii) the DLC SVC (assuming
for purposes of this calculation only that all holders of issued and outstanding
P&O Princess Ordinary Shares voted at the Parallel Shareholder Meeting of P&O
Princess) are cast on the resolution proposing such Joint Electorate Action.
(c) If P&O Princess proposes to take any Joint Electorate
Action, the Corporation shall convene a Special Meeting, unless such action is
proposed for an Annual Meeting, as close in time as practicable to such P&O
Princess shareholders meeting to consider such action and shall propose a
resolution which is an Equivalent Resolution to the proposed P&O Princess
resolution with respect to such Joint Electorate Action. Such Equivalent
Resolution shall be proposed as a Majority Resolution, unless Applicable
Regulations, the Articles of Incorporation or these By-Laws require the Joint
Electorate Action to be approved by a Supermajority Resolution.
(d) In relation to a resolution of the Corporation to approve
a Joint Electorate Action at any meeting of Shareholders, the Carnival Special
Voting Share shall carry:
(i) such number of votes in favour of the resolution as were
cast in favour of the Equivalent Resolution at the Parallel Shareholder Meeting
of P&O Princess by holders of P&O Princess Ordinary Shares and Other Voting
Shares of P&O Princess;
(ii) such number of votes against the resolution as were cast
against the Equivalent Resolution at the Parallel Shareholder Meeting of P&O
Princess by holders of P&O Princess Ordinary Shares and Other Voting Shares of
P&O Princess; and
(iii) such number of abstentions as were recorded as
abstentions from the Equivalent Resolution at the Parallel Shareholder Meeting
of P&O Princess by holders of P&O Princess Ordinary Shares and Other Voting
Shares of P&O Princess;
in each case, multiplied by the Carnival Equivalent Number in effect at the time
such meeting of the Shareholders is held and in each case rounded up to the
nearest whole number, such votes to be cast by the holder of the Carnival
Special Voting Share in accordance with the above provisions.
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Section 2.18 Class Rights Action. The following actions constitute
Class Rights Actions:
(a) the voluntary Liquidation of the Corporation or P&O
Princess for which the approval of shareholders of the Corporation is required
by Applicable Regulations or proposed other than a voluntary Liquidation of both
P&O Princess and the Corporation at or about the same time with the purpose or
effect of no longer continuing the operation of the businesses of the companies
as a combined going concern and not as part of a scheme, plan, transaction, or
series of related transactions the primary purpose or effect of which is to
reconstitute all or a substantial part of such businesses in one or more
successor entities;
(b) the sale, lease, exchange or other disposition of all or
substantially all of the assets of either P&O Princess or the Corporation, other
than in a bona fide commercial transaction undertaken for a valid business
purpose in which such company receives consideration with a fair market value
reasonably equivalent to the assets disposed of and not as a part of a scheme,
plan, transaction or series of related transactions the primary purpose of which
is to collapse or unify the DLC Structure;
(c) any adjustment to the Equalization Ratio, otherwise than
in accordance with the provisions of the Equalization Agreement;
(d) except where specifically provided for in such
agreements, any amendment to the terms of, or termination of, the Equalization
Agreement, the SVE Special Voting Deed, the Carnival Deed of Guarantee or the
P&O Princess Deed of Guarantee (including, for the avoidance of doubt, the
voluntary termination of either Deed of Guarantee);
(e) any amendment to, removal or alteration of the effect of
(which shall include the ratification of any breach of) any Carnival Entrenched
Provision or any P&O Princess Entrenched Provision;
(f) any amendment to, removal or alteration of the effect of
(which shall include the ratification of any breach of) Article XII or XIII of
the Articles of Incorporation that would cause, or at the time of implementation
would be reasonably likely to cause, an Exchange Event described in clause (a)
of the definition of such term in the P&O Princess Articles of Association to
occur; and
(g) the doing of anything which the Board of Directors and
the P&O Princess Board agree (either in a particular case or generally), in
their absolute discretion, should be approved as a Class Rights Action.
Notwithstanding anything in these By-Laws to the contrary, none of the foregoing
actions may be taken by the Corporation unless it has been approved as a Class
Rights Action in accordance with Section 2.19.
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Section 2.19 Procedure for Approval of Class Rights Actions.
(a) If the Corporation proposes to take any Class Rights
Action, such action shall require approval by a Majority Resolution (or, if
Applicable Regulations, the Articles of Incorporation or these By-Laws require
the action to be approved by a Supermajority Resolution, by the vote required
thereby) of holders of Carnival Common Stock, holders of Other Voting Shares of
the Corporation, and the DLC SVC, voting together as a single class by ballot.
(b) If the proposed Class Rights Action is approved by the
requisite vote (as determined in accordance with the P&O Princess Memorandum and
Articles) of the holders of P&O Princess Ordinary Shares and Other Voting Shares
of P&O Princess entitled to vote thereon at the Parallel Shareholder Meeting of
P&O Princess, the Carnival Special Voting Share shall have no votes with respect
to such proposed Class Rights Action. If the proposed Class Rights Action is not
approved by the requisite vote (as determined in accordance with the P&O
Princess Memorandum and Articles) of the holders of P&O Princess Ordinary Shares
and Other Voting Shares of P&O Princess, entitled to vote thereon at the
Parallel Shareholder Meeting of P&O Princess:
(i) if the resolution needs to be passed by a Majority
Resolution, then the Carnival Special Voting Share shall be entitled to cast
such number of votes representing the largest whole percentage that is less than
the percentage of the number of votes as would be necessary to defeat a Majority
Resolution if the total votes capable of being cast by the outstanding Carnival
Common Stock and Other Voting Shares of Carnival that are entitled to vote
pursuant to Applicable Regulations and/or the Carnival Articles and By-Laws
(excluding the Carnival Special Voting Share) were cast in favour of the
resolution at the Carnival Special Meeting, and all such votes shall be cast
against approval of such resolution; and
(ii) if the resolution needs to be passed by a
Supermajority Resolution, then the Carnival Special Voting Share shall be
entitled to cast such number of votes representing the largest whole percentage
that is less than the percentage of the number of votes as would be necessary to
defeat a Supermajority Resolution if the total votes capable of being cast by
the outstanding Carnival Common Stock and Other Voting Shares of Carnival that
are entitled to vote pursuant to Applicable Regulations and/or the Carnival
Articles and By-Laws (excluding the Carnival Special Voting Share) were cast in
favour of the resolution at the Carnival Special Meeting, and all such votes
shall be cast against approval of such resolution.
By way of further explanation, expressed as a formula, the Carnival Special
Voting Share shall be entitled to cast the following number of votes:
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One percentage point less than the
minimum percent needed to defeat
the resolution Number of votes
------------------------------------- X entitled to be cast
100 percent - Minimum percent (excluding the Carnival
needed to defeat Special Voting Share)
the resolution
Accordingly, for a Majority Resolution, 50 percent is the minimum percent needed
to defeat the resolution, and the figure in brackets would be 98 percent. In the
event that a Supermajority Resolution is required to carry in excess of 75
percent of the votes cast, then 25 percent would be the minimum percent needed
to defeat the resolution, and the figure in brackets would be 32 percent.
(c) If P&O Princess proposes to take any Class Rights Action,
the Corporation shall convene a Special Meeting, unless such action is proposed
for an Annual Meeting, as close in time as practicable to the P&O Princess
shareholders meeting at which the P&O Princess resolution in respect of such
Class Rights Action is to be proposed, and shall propose an Equivalent
Resolution. Such Equivalent Resolution shall be proposed as a Majority
Resolution, unless Applicable Regulations, the Articles of Incorporation or
these By-Laws require the Class Rights Action to be approved by a Supermajority
Resolution.
Section 2.20 Procedural Resolutions. The Carnival Special Voting Share
shall have no right to vote on any resolution of a procedural or technical
nature, which does not adversely affect the shareholders of P&O Princess in any
material respect, put to the Shareholders at a meeting ("Procedural
Resolutions"), nor shall notice of such meeting to Shareholders be required to
include reference to these matters. The Chairman of the Board will, in his
absolute discretion, determine whether a resolution is a Procedural Resolution.
Subject to the foregoing and without limitation, to the extent that such matters
require the approval of Shareholders, any of the following shall be Procedural
Resolutions:
(a) that certain people be allowed to attend or be excluded
from attending the meeting;
(b) that discussion be closed and the question put to the vote
(provided no amendments have been raised);
(c) that the question under discussion not be put to the vote
(where a shareholder feels the original motion should not be put to the meeting
at all, if such original motion was brought during the course of that meeting);
(d) to proceed with matters in an order other than that set out
in the notice of the meeting;
(e) to adjourn the debate (for example, to a subsequent
meeting); and
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(f) to adjourn the meeting.
ARTICLE III
Board of Directors
Section 3.1 Powers. All powers of the Corporation, except those
specifically reserved or granted to Shareholders by Applicable Regulation, the
Articles of Incorporation or these By-Laws, are hereby granted to and vested in
the Board of Directors; all such powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
by, the Board of Directors.
Section 3.2 Number and Term of Office.
(a) The Board of Directors shall consist of no less than three
(3) nor more than twenty-five (25) members. Directors need not be Shareholders.
Each director shall hold office until his successor is elected and qualified or
until his earlier death, resignation or removal.
(b) The Board of Directors shall consist of the identical
individuals that constitute the P&O Princess Board.
Section 3.3 Eligibility for Election, Effectiveness of Appointment,
Reciprocal Appointment.
(a) No person shall be a director of the Corporation unless
they are also a director of P&O Princess. The appointment of a person as a
director of the Corporation shall only take effect at the same time as that
person's appointment as a director of P&O Princess takes effect.
(b) If a person is appointed as a director of P&O Princess by
the P&O Princess Board in accordance with the P&O Princess Memorandum and
Articles, the Board of Directors shall also appoint that person as a director of
the Corporation.
Section 3.4 Vacancies. Vacancies on the Board of Directors shall be
filled by a majority of the directors then in office, even though less than a
quorum, provided that any such person is appointed to both the Board of
Directors and P&O Princess Board at the same time. If only one director remains
in office, this director shall have the power to fill all vacancies. If there
are no directors, the Secretary may call a meeting at the request of any two
shareholders of the Corporation for the purpose of appointing one or more
directors.
Section 3.5 Resignation of Directors. Any director of the Corporation
may resign at any time by written notice to the Corporation. Such director must,
concurrently with his or her resignation as director of the Corporation, also
resign as director of P&O Princess. Such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein, but
in all events, only concurrently with the effectiveness of the director's
resignation from the P&O Princess Board, and, unless
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otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.6 Removal of Directors. Subject to the provisions of the
Corporation Law, any or all of the directors may be removed with or without
cause only by a Majority Resolution.
Section 3.7 Disqualification of Directors. A director shall be
disqualified from continuing to serve on the Board of Directors if (i) he ceases
to be a director by virtue of any provisions of Applicable Regulation, the
Articles of Incorporation or these By-Laws; (ii) he resigns from office by
giving written notice to the Corporation or, having been appointed for a fixed
term, the term expires or his office as a director is vacated pursuant to
Section 3.6; or (iii) he ceases to be a director of P&O Princess.
Section 3.8 Organization. At every meeting of the Board of Directors,
the Chairman of the Board, if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board, one of the following officers
present in the order stated: the vice chairman of the Board of Directors, if
there be one or in their order of rank and seniority if more than one, the Chief
Executive Officer, the President, the vice presidents in their order of rank and
seniority, or a chairman chosen by a majority of the directors present, shall
preside, and the Secretary, or, in his absence, an assistant secretary, or in
the absence of the Secretary and the assistant secretaries, any person appointed
by the chairman of the meeting shall act as secretary.
Section 3.9 Place of Meeting. The Board of Directors may hold its
meetings, both regular and special, at such place or places within or outside
the Republic of Panama as the Board of Directors may from time to time appoint,
or as may be designated in the notice calling the meeting.
Section 3.10 Annual Meetings. On the day when and at the place where the
Annual Meeting of Shareholders is held, and as soon as practicable thereafter,
the Board of Directors may hold its annual meeting, for the purposes of
organization, the election of officers and the transaction of other business.
Such annual meeting may be held at any other time and place specified in a
notice given as provided in Section 3.11 or in a waiver of notice thereof.
Section 3.11 Regular Meetings. Unless otherwise required by the Board of
Directors, regular meetings of the Board of Directors may be held without notice
at such time and place as shall be designated from time to time by resolution of
the Board of Directors. At such meetings, the directors may transact such
business as may properly be brought before the meeting. If any day fixed for a
regular meeting of the Board shall be a Saturday or Sunday or a legal holiday at
the place where such meeting is to be held, then such meeting shall be held at
the same hour at the same place on the first business day thereafter which is
not a Saturday, Sunday or legal holiday.
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Section 3.12 Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President or the Secretary or by two or more directors. Notice of each such
meeting shall be given to each director by telephone or in writing at least 24
hours (in the case of notice by telephone) or 48 hours (in the case of notice by
electronic mail or facsimile) or 10 days (in the case of notice by mail) before
the time at which the meeting is to be held. Each such notice shall state the
time and place of the meeting but need not state the purpose or purposes of the
meeting. If mailed, each notice shall be deemed given when deposited, with
postage thereon prepaid, in a post office or official depository under the
exclusive care and custody of the United States post office department. Such
mailing shall be by first class mail.
Section 3.13 Voting by Proxy. Each director may authorize another
director to act for him by proxy at meetings of the Board of Directors, at
meetings of committees of the Board of Directors of which he is a member and in
giving a written consent in lieu of meetings of the Board of Directors and such
committees on behalf of his appointor. A proxy to a director shall be given in
an instrument in writing including a facsimile or similar communication method
and shall be produced to the first meeting at which it is used or otherwise
delivered to the Secretary of the Corporation. A proxy shall be conclusive
evidence of its validity until notice of revocation of such proxy in writing
including a facsimile or similar method of communication has been delivered to
the Secretary of the Corporation.
Section 3.14 Quorum, Manner of Acting, Adjournment and Action without
Meeting.
(a) At all meetings of the Board of Directors the presence, in
person or by proxy, of one-third of the total number of directors shall
constitute a quorum for the transaction of business except as may be otherwise
specifically provided by Applicable Regulation, the Articles of Incorporation or
these By-Laws. The act of a simple majority of the directors present in person
or by proxy at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by
Applicable Regulation, the Articles of Incorporation or these By-Laws. A
majority of the directors present at any meeting of the Board, including an
adjourned meeting, whether or not a quorum is present, may adjourn such meeting
to another time and place. Notice of any adjourned meeting of the Board need not
be given to any director whether or not present at the time of the adjournment.
Any business may be transacted at any adjourned meeting that might have been
transacted at the meeting as originally called.
(b) Any person who is himself a director and acting as a proxy
for any other director shall be entitled to have one vote for each capacity in
which he so acts (in addition to any vote he may have as a director).
(c) Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting, if all of the members of the Board of Directors or committee (or other
proxies) consent thereto
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in writing, and the writings are filed with the minutes of proceedings of the
Board of Directors or committee.
Section 3.15 Conference Telephone Meetings. One or more directors may
participate in a meeting of the Board of Directors, or of a committee of the
Board of Directors, by means of conference telephone or similar communications
equipment by means of which all persons can hear each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting.
Section 3.16 Committees of the Board of Directors.
(a) The Board of Directors may, by resolutions adopted by a
majority vote of the entire Board of Directors, designate from among its members
one or more other committees (having such name or names as may be determined
from time to time by resolution adopted by the Board of Directors), each
committee to consist of two or more directors. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member.
(b) Any committee designated by the Board of Directors shall
have and may exercise such powers and authorities as shall be provided in the
resolution of the Board of Directors establishing such committee; but no
committee of the Board of Directors shall have the power or authority in
reference to the submission to Shareholders of any action that requires
Shareholders' authorization under Applicable Regulation, the Articles of
Incorporation, or these By-Laws, the filling of vacancies in the Board of
Directors or in a committee, the fixing of the compensation of the directors for
serving on the Board of Directors or on any committee, the adoption of an
agreement of merger or consolidation, the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to
Shareholders a dissolution of the Corporation or revocation of a dissolution,
the amendment or repeal of the By-Laws or the adoption of new By-Laws, or the
amendment or repeal of any resolution of the Board of Directors other than one
which is by its terms so amendable or repealable.
Section 3.17 Compensation of Directors. Each director, in consideration
of his service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at directors' meetings, or both, as
the Board may from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties. Each director who shall serve as a member of any committee of directors
in consideration of his serving as such shall be entitled to such additional
amount per annum or such fees for attendance at committee meetings, or both, as
the Board may from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in the performance of his duties. Nothing
contained in this section shall preclude any director from serving the
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Corporation or its subsidiaries in any other capacity and receiving proper
compensation therefor.
Section 3.18 Specific and General Powers of Directors. Subject to any
regulations from time to time made by Shareholders, the Board of Directors shall
have the management of the affairs, business and property of the Corporation and
may do all such acts as are not prohibited by Applicable Regulation, by the
Articles of Incorporation, or by these By-Laws, and as are not reserved to the
Shareholders.
Section 3.19 Directors' Power to Give Effect to the DLC Agreements.
(a) The directors are authorized to operate and carry into
effect the Equalization Agreement, the SVE Special Voting Deed and the Carnival
Deed of Guarantee with full power to:
(i) enter into, operate and carry into effect any
further or other agreements or arrangements with or in connection with P&O
Princess or the holder of the P&O Princess Special Voting Share; and
(ii) do all such things as, in the opinion of the
directors, are necessary or desirable for the application, implementation,
protection, furtherance or maintenance of the dual listed company relationship
with P&O Princess constituted by or arising out of any agreement or arrangement.
(b) Subject to Applicable Regulation, nothing done by any
director in good faith pursuant to such authority and obligations shall
constitute a breach of the fiduciary duties of such director to the Corporation
or Shareholders. In particular, the directors shall, in addition to their duties
to the Corporation, be entitled to have regard to the interests of the Combined
Shareholders as if the Corporation and P&O Princess were a single legal entity.
They are also authorized to provide to P&O Princess and any officer, employee or
agent of P&O Princess any information relating to the Corporation.
Section 3.20 Discretionary Matters. The Board of Directors may, by
agreement with the P&O Princess Board:
(a) decide to seek the approval of the shareholders (or any
class of shareholders) of either or both of the Corporation and P&O Princess for
any matter that would not otherwise require such approval;
(b) require any Joint Electorate Action to be approved instead
as a Class Rights Action; or
(c) specify a higher majority vote than the required majority
that would otherwise be required for any shareholder vote provided for in
Section 2.7.
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ARTICLE IV
Officers
Section 4.1 Number, Qualifications and Designation. The officers of the
Corporation shall be chosen by the Board of Directors and shall be a Chief
Executive Officer, a President, one or more vice presidents, a Secretary, a
Treasurer, and such other officers as may be elected or appointed in accordance
with the provisions of Section 4.2. Officers may be of any nationality and need
not be residents or citizens of the Republic of Panama. One person may hold more
than one office. Officers may be, but need not be, directors of the Corporation
or Shareholders.
Section 4.2 Election and Term of Office. The officers of the
Corporation, except those appointed by delegated authority pursuant to Section
4.3, shall be elected annually by the Board of Directors, and each such officer
shall hold his office until his successor shall have been elected or appointed
and qualified, or until his earlier death, resignation or removal. More than two
offices may be held by the same person. Any officer may resign at any time upon
written notice to the Corporation. Any officer elected by the Board of Directors
or appointed by delegated authority may be removed at any time with or without
cause by the affirmative vote of a majority of members of the Board of Directors
then in office. The removal of an officer without cause shall be without
prejudice to his contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights. Any vacancy occurring in the
office of the Corporation may be filled by the Board of Directors.
Section 4.3 Powers and Duties. The Chairman of the Board, or, if a
Chairman of the Board has not been chosen or is unavailable, the Vice-Chairman
of the Board, or, if neither has been chosen or are unavailable, the President,
shall preside at all meetings of the Shareholders and of the Board. The Chairman
of the Board and the Vice-Chairman of the Board shall be executive officers of
the Corporation and shall exercise such executive duties as may be prescribed
from time to time by the Board. The officers and agents of the Corporation shall
each have such powers and perform such duties in the management of the business
and affairs of the Corporation as generally pertain to their respective offices,
as well as such powers and duties as from time to time may be prescribed by the
Board.
Section 4.4 Other Officers, Subordinate Officers, Non-Board Committees
and Agents. The Board of Directors may from time to time elect such other
officers and appoint such employees or other agents, or such committees (not
constituting committees of the Board of Directors), as it deems necessary, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as are provided in these By-Laws, or as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or committee of the Board of Directors referred to in Section
3.16 the power to appoint subordinate officers and to retain or appoint
employees or other agents, or committees (not constituting committees of the
Board of Directors) and to prescribe the authority, duties and compensation of
such subordinate officers, committees, employees or other agents.
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ARTICLE V
Certificates of Stock, Transfer, Etc.
Section 5.1 Issue. Each Shareholder shall be entitled to a certificate
or certificates for shares of the Corporation owned by him upon his request
thereof. All share certificates of the Corporation shall be issued in registered
form only, consistent with the provisions of Article 27 of the Corporation Law.
They shall be signed by the President or a vice president and by the Secretary
or an assistant secretary or the Treasurer or an assistant treasurer, and may
bear the corporate seal, which may be a facsimile. The signatures of the
officers upon such certificate may be facsimiles, if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employees. In case any officer who has signed, or
whose facsimile signature has been placed upon, any share certificate shall have
ceased to be such officer before the certificate is issued it may be issued or
delivered with the same effect as if he were such officer at the date of its
issue or delivery. The Corporation shall keep a record containing the names and
addresses of all registered Shareholders, the number and class of shares held by
each and the date when they respectively became the owners of record thereof.
Section 5.2 Transfer.
(a) Transfer of shares issued in the name of a holder of record
shall be made only on the books of the Corporation only by the person named in
the certificate or by his attorney lawfully constituted and upon surrender of
and cancellation of the certificate therefor. Every transfer of shares by
holders of record shall be entered on the stock book of the Corporation. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for registered shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
No transfer of shares of capital stock shall be valid as against the
Corporation, its shareholders and creditors for any purpose except to render the
transferee liable for the debts of the Corporation to the extent provided by law
until such transfer shall have been entered on the books of the Corporation by
an entry showing from and to whom transferred.
(b) Any applicant wishing to transfer shares shall pay to the
Corporation any stamp or other duties or taxes payable in respect of the
transfer, together with any charges imposed by the Corporation in respect of
such transfer, all prior to and as a condition precedent to the issuance of any
new certificates to such applicant.
Section 5.3 Transfer of the Carnival Special Voting Share. No transfer
of the Carnival Special Voting Share will take effect until the transfer has
been approved in accordance with the SVE Special Voting Deed and until the
transferee has agreed to be bound by the terms of the SVE Special Voting Deed.
Section 5.4 Lost, Stolen, Destroyed or Mutilated Certificates. The
holder of any shares of capital stock of the corporation shall immediately
notify the
16
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
Section 5.5 Record Holder of Shares. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of registered shares to receive dividends, to vote and to exercise any
other rights in respect of the shares held as the owner thereof.
Section 5.6 Determination of Shareholders of Record. In order that
the Corporation may determine the holders of registered shares entitled to
notice of meeting of Shareholders, or entitled to express consent to or dissent
from any proposed corporate action without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights in
respect of any change, conversion or exchange of shares or for the purposes of
any other action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.
If no such record is fixed:
(a) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the date next preceding the day on
which the meeting is held;
(b) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent is expressed; and
(c) The record date for determining stockholders for any
purpose other than those specified in subsections (a) and (b) shall be at the
close of business on the day on which the Board adopts resolution relating
thereto.
A determination of registered Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting;
except that the Board of Directors may fix a new record date for an adjourned
meeting.
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ARTICLE VI
Notices
Section 6.1 Notice to Corporation. Whenever, under the provisions of
the statutes of the Republic of Panama or the Articles of Incorporation or these
By-Laws, any notice, request, demand or other communication is required to be or
may be given or made to the Corporation, it shall also not be construed to mean
that such notice, request, demand or other communication must be given or made
in person, but the same may be given or made to the Corporation by mail or
facsimile. Any such notice, request, demand or other communication shall be
considered to have been properly given or made, in the case of mail when
deposited in the mail, and in other cases when transmitted by the party giving
or making the same, directed to the Corporation at its then registered address,
provided that a copy of the same is sent by like medium of communication to the
attention of the secretary at the Corporation's then principal place of
business.
Section 6.2 Waiver of Notice.
(a) Whenever any written notice is required to be given under
the provision of Applicable Regulation, the Articles of Incorporation or these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
(b) Attendance of a person, either in person or by proxy, at
any meeting, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, shall constitute a waiver of notice of such meeting.
ARTICLE VII
Indemnification
Section 7.1 Indemnification of Officers and Directors. The Corporation
shall indemnify any person (and the heirs, executors, or administrators of such
person) who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or an officer of the Corporation or P&O Princess, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by the Corporation Law, and any other applicable law, as from time
to time in effect. Such right of indemnification shall not be deemed exclusive
of any other rights to which such director or officer may be entitled apart from
the foregoing provisions. The foregoing provisions of this Section 7.1 shall be
deemed to be a contract between the Corporation and each director and officer of
the Corporation or P&O Princess who serves in such capacity at any time while
this Article VII and the relevant provisions of the Corporation Law and other
applicable law, if any, are in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
18
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.
Section 7.2 Indemnification of Other Persons. The Corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was an employee or agent of the Corporation or P&O Princess, or is or was
serving at the request of the Corporation or P&O Princess as a director,
officer, employee or agent or another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding to the extent and in
the manner set forth in and permitted by the Corporation Law, and any other
applicable law, as from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which any such person may
be entitled apart from he foregoing provisions.
Section 7.3 Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or P&O Princess, or is or was
serving at the request of the Corporation or P&O Princess as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Sections 7.1 and 7.2 hereof or under the
Corporation Law or any other provision of law.
ARTICLE VIII
General Provisions
Section 8.1 Dividends.
(a) Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, and the Equalization
Agreement, may be declared by the Board of Directors at any regular or special
meeting, pursuant to Applicable Regulation. Dividends may be paid in cash, in
property or in shares of the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation and the Equalization Agreement.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for repairing or maintaining any property of
the Corporation, or for such other purposes as the Board of Directors shall
think conducive to the interests of the Corporation, and the Board of Directors
may modify or abolish any such reserve in the manner in which it was created.
19
(b) The Corporation or other person paying any dividend or
issuing any right on behalf of the Corporation shall be entitled to withhold
therefrom any taxes required to be withheld by the laws and regulations of any
taxing authority having jurisdiction in the circumstances.
Section 8.2 Contracts. Except as otherwise provided in these By-Laws,
the Board of Directors may authorize any officer or officers or any agent or
agents, to enter into any contract or to execute or deliver any instrument on
behalf of the Corporation and such authority may be general or confined to
specific instances.
Section 8.3 Loans. The President or any other officer, employee or
agent authorized to do so by the Board may effect loans and advances at any time
for the Corporation from any bank, trust company or other institutions or from
any firm, corporation or individual and for such loans and advances may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or the property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances or otherwise
limited.
Section 8.4 Checks, Drafts, Etc. All checks, drafts and other orders
for the payment of money out of the funds of the Corporation and all notes or
other evidences of indebtedness of the Corporation shall be signed on behalf of
the Corporation in such manner as shall from time to time be determined by
resolution of the Board.
Section 8.5 Deposits. The funds of the Corporation otherwise employed
shall be deposited from time to time to the order of the Corporation in such
banks, trust companies or other depositaries as the Board may select or as may
be selected by a officer, employee or agent of the Corporation to whom such
power may from time to time be delegated by the Board.
Section 8.6 Corporate Seal. The corporate seal shall be in the form
of a circle and shall have inscribed thereon the name of the Corporation, the
year of its incorporation and the words "Republic of Panama." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.
Section 8.7 Corporate Records. Every Shareholder shall, upon written
demand stating the purpose thereof, have a right to inspect, in person or by
agent or attorney, during the usual hours of business, for a purpose reasonably
related to his interests as a Shareholder, the share register, books of account,
and minutes of all proceedings, and make copies or extracts therefrom.
Section 8.8 Fiscal Year. The fiscal year of the Corporation shall be
determined, and may be changed, by resolution of the Board.
Section 8.9 Amendment of By-Laws. These By-Laws may be amended in
accordance with the Articles of Incorporation.
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Section 8.10 Effective Date. Any amendment to or any amendment and
restatement of these By-Laws shall govern the affairs of the Corporation from
and after the date stated in the resolution adopting the same.
ARTICLE IX
Definitions
Section 9.1 For purposes of these By-Laws:
"Amendment Date" means April 17, 2003.
"Annual Meeting" means the annual meeting of the Shareholders as
described in Section 2.2.
"Applicable Exchange Rate" means, in relation to any proposed
Distributions by the Corporation and P&O Princess in relation to which a foreign
exchange rate is required, the average of the closing mid-point spot US
dollar-sterling exchange rate on the five Business Days ending on the Business
Day before the Distribution Determination Date relating to such Distributions
(as shown in the London edition of the Financial Times, or such other point of
reference as the parties shall agree), or such other spot US dollar-sterling
exchange rate or average US dollar-sterling exchange rate as at such other date
(or over such other period) before a Distribution Determination Date as the
Board of Directors and the P&O Princess Board shall agree, in each case rounded
to five decimal places.
"Applicable Regulation" means
(a) any law, statute, ordinance, regulation, judgment, order,
decree, license, permit, directive or requirement of any Governmental Agency
having jurisdiction over the Corporation; and
(b) the rules, regulations, and guidelines of:
(i) any stock exchange or other trading market on
which any shares or other securities or depositary receipts representing such
shares or securities of the Corporation or P&O Princess are listed, traded or
quoted; and
(ii) any other body with which entities with securities
listed or quoted on such exchanges customarily comply,
(but, if not having the force of law, only if compliance with such directives,
requirements, rules, regulations or guidelines is in accordance with the general
practice of persons to whom they are intended to apply) in each case for the
time being in force and taking account all exemptions, waivers or variations
from time to time applicable (in particular situations or generally) to the
Corporation or, as the case may be, P&O Princess.
"Articles of Incorporation" means the articles of incorporation of the
Corporation, as amended from time to time.
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"Board of Directors" or "Board" means the board of directors of the
Corporation (or a duly authorized committee of the board of directors of the
Corporation) from time to time.
"Carnival Common Stock" has the same meaning as described in the
Articles of Incorporation.
"Carnival Deed of Guarantee" means the deed of guarantee dated as of
April 17, 2003, between the Corporation and P&O Princess pursuant to which the
Corporation guarantees certain obligations of P&O Princess for the benefit of
certain future creditors of P&O Princess, as amended from time to time.
"Carnival Entrenched Provision" shall have the meaning given to such
term in the Articles of Incorporation.
"Carnival Equivalent Number" means the number of shares of Carnival
Common Stock that have the same rights to distributions of income and capital
and voting rights as one P&O Ordinary Share. Initially, the Carnival Equivalent
Number shall be 0.30040, but it shall adjust as provided in Clause 4 of the
Equalization Agreement and the Schedule thereto. In all cases, the Carnival
Equivalent Number shall be rounded to five decimal places;
"Carnival Special Voting Share" means the special voting share, par
value $.01 per share, of the Corporation.
"Class Rights Action" means any of the actions listed in Section 2.18.
"Combined Shareholders" means the holders of Carnival Common Stock and
the holders of P&O Princess Ordinary Shares.
"Corporation" means Carnival Corporation, a corporation organized and
existing in accordance with the laws of the Republic of Panama.
"Corporation Law" shall mean Law 32 of the Corporation Law of 1927 of
the Republic of Panama, as amended.
"Deeds of Guarantee" means the Carnival Deed of Guarantee and
the P&O Princess Deed of Guarantee.
"Disenfranchised Carnival Common Stock" has the meaning in the Articles
of Incorporation.
"DLC SVC" means the holder, from time to time, of the Carnival
Special Voting Share.
"DLC SVC Owner" shall mean the holder, from time to time, of the equity
interests in DLC SVC.
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"Equalization Agreement" means the Equalization and Governance
Agreement, dated as of April 17, 2003, between the Corporation and P&O Princess,
as amended from time to time.
"Equalization Ratio" means the ratio of (i) one P&O Princess Ordinary
Share to (ii) the Carnival Equivalent Number;
"Equalization Share" shall mean, in relation to the Corporation, any
share designated as an Equalization Share in the Corporation from time to time
by the Board and, in relation to P&O Princess, the Equalization Share of
(pound)1 in the capital of P&O Princess.
"Equivalent Resolution" means a resolution of either the Corporation or
P&O Princess that is equivalent in nature and effect to a resolution of the
other company.
"Governmental Agency" means a court of competent jurisdiction or any
government or any governmental, regulatory, self-regulatory, or administrative
authority, agency, commission, body or other governmental entity and shall
include any relevant competition authorities, the U.S. Securities and Exchange
Commission, the New York Stock Exchange, the UK Panel on Takeovers and Mergers,
the London Stock Exchange and the UK Listing Authority.
"Implementation Agreement" means the Offer and Implementation
Agreement, dated as of January 8, 2003, between the Corporation and P&O
Princess.
"Joint Electorate Action" has the meaning set forth in Section 2.16.
"Liquidation" means, with respect to either the Corporation or P&O
Princess, any liquidation, winding up, receivership, dissolution, insolvency or
equivalent proceedings pursuant to which the assets of such company will be
liquidated and distributed to creditors and other holders of provable claims
against such company.
"London Stock Exchange" means the London Stock Exchange plc.
"Majority Resolution" means a resolution duly approved at a meeting of
the Corporation's Shareholders by the affirmative vote of a majority of all the
votes cast on such resolution by all shareholders of the Corporation entitled to
vote thereon (including, where applicable, the DLC SVC) who are present in
person or by proxy at such meeting; provided that abstentions shall not be
deemed to be "votes cast" for these purposes.
"New York Stock Exchange" means the New York Stock Exchange, Inc.
"Ordinary Shares" means that Carnival Common Stock and the P&O Princess
Ordinary Shares, as the context requires.
"Other Voting Shares" means, with respect to any resolution to be acted
on by the shareholders of the Corporation or P&O Princess, as the case may be,
such
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shares of capital stock of that company that are entitled to vote on such
resolution at a meeting of the shareholders of such company, other than the
Carnival Special Voting Share, the P&O Princess Special Voting Share and the
Ordinary Shares (including the Disenfranchised Carnival Common Stock).
"P&O Princess Articles" means the P&O Princess articles of association,
as amended from time to time.
"P&O Princess" means P&O Princess Cruises plc, a public limited company
incorporated in England and Wales.
"P&O Princess Board" means the Board of Directors of P&O Princess.
"P&O Princess Deed of Guarantee" means the deed of guarantee dated as
of April 17, 2003, between P&O Princess and the Corporation whereby P&O Princess
agrees to guarantee certain obligations of the Corporation for the benefit of
certain future creditors of the Corporation, as amended from time to time.
"P&O Princess Entrenched Provision" means those provisions designated
as such in the P&O Princess Memorandum and Articles.
"P&O Princess Equivalent Number" has the meaning given in the
definition of "Equalization Ratio."
"P&O Princess Memorandum and Articles" means the P&O Princess
memorandum and articles of association, as amended from time to time.
"P&O Princess Ordinary Shares" has the meaning given to in the P&O
Princess Articles.
"P&O Princess Special Voting Share" means the special voting share of
(pound)1 in P&O Princess.
"P&O Princess SVT" shall mean P&O Princess Special Voting Trust, a
trust organized under the laws of the Cayman Islands or any successor thereto.
"P&O Princess SVT Agreement" shall mean the Voting Trust Deed, forming
P&O Princess SVT, between P&O Princess Trustee and Carnival, dated as of April
17, 2003, as amended from time to time.
"P&O Princess Trustee" means The Law Debenture Trust Corporation
(Cayman) Limited, as trustee of P&O Princess SVT pursuant to the P&O Princess
SVT Agreement (or any successor trustee appointed pursuant to Section 7.06
thereof).
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"Parallel Shareholder Meeting" means, in relation to P&O Princess, any
meeting of the shareholders of P&O Princess which is:
(a) nearest in time to, or is contemporaneous with, the
meeting of the Shareholders of the Corporation and at which some or all of the
same resolutions or some or all Equivalent Resolutions are to be considered; or
(b) designated by the P&O Princess Board as the parallel
meeting of shareholders of a particular meeting of Shareholders of the
Corporation.
"Procedural Resolutions" shall have the meaning set forth in Section
2.20.
"Shareholders" means the holders of shares of the Corporation's capital
stock.
"Special Meeting" means a meeting of the Shareholders other than an
Annual Meeting as described in Section 2.4.
"Special Voting Share" means, in relation to the Corporation, the
Carnival Special Voting Share and, in relation to P&O Princess, the P&O Princess
Special Voting Share.
"Supermajority Resolution" means a resolution required by Applicable
Regulations, the Articles of Incorporation or these By-Laws, as relevant, to be
approved by a higher percentage of votes cast than required under a Majority
Resolution, or where the percentage of votes in favour and against the
resolution is required to be calculated by a different mechanism to that
required by a Majority Resolution.
"SVE Special Voting Deed" means the SVE Special Voting Deed, dated as
of April 17, 2003, by and among the Corporation, DLC SVC, DLC SVC Owner, P&O
Princess and P&O Princess Trustee, as amended from time to time.
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