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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CARNIVAL CORPORATION
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A corporation duly organized under the Corporation
Law of the Republic of Panama (Law 32 of 1927).
__________________________
As Amended on April 20, 1994
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The Articles of Incorporation of Carnival Corporation originally filed on
November 14, 1974, are hereby amended and restated, as approved by the
shareholders of the Corporation.
1. Name. The name of the Corporation is: CARNIVAL CORPORATION
2. Purposes. The purposes of the Corporation are:
(a) To make, purchase, barter, charter, acquire dominion upon or
use of, operate as owner, charterer or operator, to manage, equip and fit out
all kinds of ships and vessels of all types and kinds and propelling systems.
(b) To make all kinds of buildings and structures related to any
kind of legitimate maritime commercial business, merchandise warehousing,
shipping and transportation.
(c) To act as shipbroker, customs and maritime insurance
brokers, and to administer the properties and assets and investments that
maritime trade and shipowners' business and ship exploitation may require.
(d) To act as principal and agent in all negotiations related to
maritime trade to such extent as the purposes of this Corporation may permit
it.
(e) To solicit from the Government of the Republic of Panama
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or any other government where it may be necessary and through such proceedings
as may be required by law, patents for registration of ships and permits to
enroll crewmen for, and port clearance of the ships in care of the Corporation.
(f) To perform transactions through negotiable instruments and real
estate related to maritime trade and shipowner' business and exploitation of
ships.
(g) To deal in patents and improvements on patented methods related
to the business of maritime trade.
(h) To purchase and sell and deal in general with the shares of its
own capital stock pursuant to instructions from the Board of Directors. To
acquire, purchase, guarantee, hold, sell, assign, transfer, mortgage, pledge
or otherwise dispose of, deal in shares of the capital stock of, or bonds,
securities or other certificates of indebtedness created by other corporations.
(i) To purchase, sell, lease, mortgage, set up easements and
encumbrances upon real estate and in general upon all kinds of properties
related to the business of the Corporation.
(j) To sell, mortgage, encumber or otherwise charge its assets and
to perform any and all kinds of legitimate commercial transactions and any
other that may be permitted in the future pursuant to Panamanian laws.
(k) To borrow money from any persons, firms, banks or corporations
as may be necessary for its business and to guarantee such loans as the law may
permit and to loan money secured or unsecured to any persons, firms or
corporations as the law may permit and in general to engage in any legitimate
commercial undertaking in any country.
(l) To engage in the general business of travel and tour services,
both domestic and foreign; to dispense travel and tour information and to act
as agent for all transportation companies, including without limitation,
airline companies, passenger cruise line companies, steamship companies,
railroad companies, bus companies, car rental companies and any other mode of
travel or transportation or touring companies, both local and foreign; to
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engage in the preparation of travel and tour itineraries, including without
limitation hotel and motel accommodations and sightseeing; and, in general, to
engage in the business of all forms and types of travel services.
(m) To dispense travel and tour counseling services, sell railroad,
airline, passenger cruise line, steamship and bus transportation; to sell
accommodations for hotels, resorts, sightseeing and feature attractions
throughout the United States, Canada, Mexico, Europe and every country
throughout the world; to create, plan, sell and carry through escorted vacation
tours; to own, operate, lease or otherwise acquire such real and personal
property suitable, useful or necessary in connection with any of the objects
aforementioned; to enter into, make, perform and carry out contracts of every
kind in connection with the sale and distribution of the aforementioned items
or services; to acquire, use, own, lease and dispose of trademarks, copyrights
and licenses.
(n) To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks, service marks
and trade names relating or useful in connection with any business of this
Corporation.
(o) To carry on the business of hotel, resort, casino, restaurant,
refreshment room and lodging-housekeeper, caterers for public amusements
generally, hairdressers, barbers, perfumers, proprietors, laundries, reading,
writing and newspaper room, libraries, places of amusement, recreation and
entertainment of all kinds, sport, theatrical and musical box office
proprietors, entrepreneurs and general agents, and any other business which can
be conveniently carried on in connection therewith.
(p) Generally to engage in, carry on and conduct any lawful act or
activity for which corporations may be organized under the Corporation Law of
the Republic of Panama.
The foregoing clauses shall be construed both as objects and powers, and
it is hereby expressly provided that the foregoing
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enumeration of specific powers shall not be held to limit or restrict in any
manner the powers of the Corporation, and are in furtherance of, and in
addition to, and not in limitation of the general powers conferred by the laws
of the Republic of Panama.
3. Number and Classes of Shares.
(a) The capital of the Corporation is Five Million United States
dollars (U.S. $5,000,000) divided as follows:
(1) Three Million Nine Hundred Ninety-Five Thousand United
States dollars (U.S. $3,995,000) divided into Three Hundred Ninety-Nine Million
Five Hundred Thousand (399,500,000) shares of Class A Common Stock of a par
value of one cent (U.S. $.01) each; and
(2) One Million Five Thousand United States dollars (U.S.
$1,005,000) divided into One Hundred Million Five Hundred Thousand
(100,500,000) shares of Class B Common Stock of a par value on one cent (U.S.
$.01) each. Upon filing of these Amended and Restated Articles of
Incorporation, each issued share of stock of the Corporation of a par value of
one United States dollar (U.S. $1.00) shall, without any further action on the
part of the holders thereof, be reclassified as and changed into 2,747.8571
shares of Class B Common Stock.
(b) Class A Common Stock and Class B Common Stock shall be identical
in all respects and shall have equal rights and privileges, except as otherwise
provided in this Article.
The relative rights, preferences, privileges and restrictions of each
class of commons stock are as follows:
(1) Voting.
(i) With respect to the election of directors, holders of Class
A Common Stock shall vote as a separate class and be entitled to elect 25% of
the authorized number of directors (the "Class A Directors") and, if such 25%
is not a whole number, then the holders of Class A Common Stock shall be
entitled to elect the nearest higher whole number of directors that is at least
25% of the total number of directors. Holders of Class B Common Stock, voting
as a separate class, shall be entitled to elect the
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remaining directors (the "Class B Directors").
If, on the record date for any stockholder meeting at which directors are
to be elected, the number of outstanding shares of Class B Common Stock is less
than 12-1/2% of the total number of outstanding shares of common stock, then
the holders of Class A Common Stock will continue to elect a number of Class A
Directors equal to 25% of the total number of directors constituting the whole
Board of Directors and, in addition, will vote together with the holders of
Class B Common Stock to elect the remaining directors to be elected at such
meeting, with the holders of Class A Common Stock entitled to one (1) vote per
share and the holders of Class B Common Stock entitled to five (5) votes per
shares.
(ii) Any vacancy in the office of a Class A Director may be
filled by a vote of the holders of the Class A Common Stock, voting as a
separate class, and any vacancy in the office of a Class B Director may be
filled by a vote of the holders of the Class B Common Stock, voting as a
separate class or, in the absence of a stockholder vote, in the case of a
vacancy in the office of a director elected by either class, such vacancy may
be filled by the remaining directors of such class, or, if there are no such
directors, such vacancy may be filled by the remaining directors.
Notwithstanding the foregoing, if at the time of a vacancy in the office of a
Class B Director the holders of Class B Common Stock would not be entitled to
elect directors, voting as a separate class, pursuant to subparagraph (1)(ii),
the holders of Class A Common Stock and Class B Common Stock, voting together,
shall instead be entitled to fill such vacancy. Any directors elected by
either class of the Board of Directors to fill a vacancy shall serve until the
next annual meeting of stockholders and until his or her successor has been
elected and has qualified. Should the Board of Directors increase the number
of directors, any vacancy so created may be filled by the Board of Directors,
provided that, so long as the holders of Class A Common Stock have the rights
provided in subparagraphs (1)(i) and (1)(ii) of this Article in respect of the
last preceding annual meeting of stockholders, the
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Board of Directors may be so enlarged by the Board of Directors only to the
extent that at least 25% of the enlarged board consists of directors elected by
the holders of the Class A Common Stock or by persons appointed to fill
vacancies created by the death, resignation or removal of persons elected by
the holders of the Class A Common Stock. Directors may be removed with or
without cause only by the holders of a majority of the share of the class of
common stock which elected them, or, of such holders of such class of Common
Stock would not be entitled at such time to elect a director to fill a vacancy,
by the holders of common stock who would be so entitled.
(iii) The holders of Class A Common Stock and Class B Common
Stock shall in all matters not specified in sections (i) and (ii) of this
subparagraph (1) vote together as a single class, provided that the holders of
Class A Common Stock shall have one (1) vote per share and the holders of Class
B Common Stock shall have five (5) votes per shares.
(2) Conversion. Each holder of record of Class B Common Stock may
at any time, or from time to time, in such holder's sole discretion and at such
holder's option, convert any whole number of shares or all of such holder's
Class B Common Stock into shares of fully paid and nonassessable Class A Common
Stock at the rate of one share of Class A Common Stock for each share of Class
B Common Stock surrendered for conversion. Any such conversion may be effected
by any holder of Class B Common Stock surrendering such holder's certificate or
certificates for the Class B Common Stock to be converted, duly endorsed, at
the office of the Corporation or any transfer agent for the Class B Common
Stock, together with a written notice to the Corporation at such office that
such holder elects to convert all or a specified number of shares of Class B
Common Stock and stating the name or names in which such holder desires the
certificate or certificates for such Class A Common Stock to be issued.
Promptly thereafter, the Corporation shall issue and deliver to such holder or
such holder's nominee or nominees, a certificate or certificates for the number
of shares of
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Class A Common Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made at the close of business on the
date of such surrender and the person or persons entitled to receive the Class
A Common Stock issuable on such conversion shall be treated for all purposes as
the record holder or holders of such Class A Common Stock on that date.
(3) Dividends. Prior to the date shares of Class A Common stock are
first issued in an underwritten public offering (the "IPO Date"), the Board of
Directors shall have the power to fix the relative rights and the terms of any
dividends or distributions on the Class A Common Stock and the Class B Common
Stock declared or paid prior to the IPO date. Subject to the next preceding
sentence, each share of Class A Common Stock and Class B Common Stock shall be
equal in respect of rights to dividends and other distributions in cash, stock
or property of the Corporation, provided that in the case of dividends or other
distributions payable in stock of the Corporation, including distributions
pursuant to stock split-ups or divisions of stock of the Corporation, which
occur after the IPO Date, only shares of Class A Common Stock shall be
distributed with respect to Class A Common Stock and only shares of Class B
Common Stock shall be distributed with respect to Class B Common Stock.
(c) The shares of Class A Common Stock and Class B Common Stock
shall only be issued in registered form.
4. No Pre-Emptive Rights. No holder of shares of any class shall
have any right, pre-emptive or other, to subscribe for or to purchase from the
Corporation any of the shares of any class of the Corporation hereinafter
issued or sold.
5. Domicile. The domicile of the Corporation shall be in Panama
City, Republic of Panama, however the Corporation may, as provided for by the
Board of Directors, engage in business and establish branches and keep its
files and assets anywhere in the world.
6. Duration. The duration of the Corporation shall be perpetual,
but it may previously be dissolved pursuant to law.
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7. Board of Directors. The Board of Directors shall consist of no
less than three (3) nor more than fifteen (15) members. Within said minimum
and maximum the number shall be set forth by resolution of the stockholders or
by resolution of the Board of Directors. Directors' meetings may take place in
the Republic of Panama or in any other country, and any Director may be
represented and vote by proxy or proxies at any and all Directors' meetings.
The Board of Directors shall have absolute control and full discretion over the
corporations' affairs, being understood that the Board of Directors shall be
empowered to contract loans or financing in general, to issue guarantees in
respect of its own, its subsidiaries, it and third party obligations, and to
mortgage its properties and assets without the prior consent or authorization
of the Assembly of the Shareholders of the corporation.
8. Officers. The Board of Directors, as soon as possible after the
annual election of directors, may choose a Chairman of the Board, a
Vice-Chairman of the Board, a President, a Chief Executive Officer, a Chief
Operating Officer, a Secretary, a Treasurer, and one or more Vice Presidents,
all of whom shall hold their offices until their successors are chosen and
qualify. More than one office may be held by the same person. The Board of
Directors may from time to time choose such other officers and agents as are
necessary, who shall hold their offices for such terms as are determined by the
Board of Directors. Any officer or agent chosen by the Board of Directors may
be removed at any time with or without cause by the affirmative vote of a
majority of the members of the Board of Directors then in office.
Until the Board of Directors provides otherwise, the legal representative
of the Corporation shall be the President and, in his absence, the Corporation
shall be represented by the Chairman of the Board.
9. Indemnification.
(a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any
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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, 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
General 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 9(a) shall be
deemed to be a contract between the Corporation and each director and officer
who serves in such capacity at any time while this Article 9 and the relevant
provisions of the Corporation Law of the Republic of Panama 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
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.
(b) 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 is or was serving at the request of the corporation as a
director, officer, employee or agent of 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 General Corporation
Law of the Republic of Panama, and any other applicable law, as from time to
time in effect. Such right of indemnification shall not be
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deemed exclusive of any other rights to which any such person may be entitled
apart from the foregoing provisions.
(c) 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 is or was serving at the request of the
Corporation, 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 Section 9(a) and
9(b) above or under the Corporation Law of the Republic of Panama or any other
provision of law.
10. Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time make, alter or repeal the by-laws of the
Corporation; provided, that any by-laws may be made by the shareholders of the
Corporation; and provided, that any by-laws made, amended or repealed by the
Board of Directors may be amended or repealed by the shareholders of the
Corporation.
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TRANSITORY PROVISIONS
11. Directors. The names and addresses of the Directors in office
as of the date hereof are as follows:
Name Address
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Micky Arison 5225 N.W. 87th Avenue
Miami, FL
Ted Arison 3915 Biscayne Blvd.
Miami, FL 33137
Robert H. Dickinson 5225 N.W. 87th Avenue
Miami, FL
Harvey Levinson 3915 Biscayne Blvd.
Miami, FL 33137
Sharon Arison Sueiras 3915 Biscayne Blvd.
Miami, FL 33137
Meshulam Zonis 5225 N.W. 87th Avenue
Miami, FL
In addition to the above directors, the following directors will commence
servicing immediately after the IPO Date:
Name Address
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Samuel Adler 1221 Brickell Avenue
Miami, Florida 33131
William S. Ruben 1120 Avenue of the
Americas
New York, NY 10019
Stuart Subotnick Harmon Plaza
Secaucus, NJ 07094
Sherwood M. Weiser 3250 Mary Street
Coconut Grove, FL 33131
Uzi Zucker 55 Water Street
New York, NY 10041
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All of the above directors shall remain in office until their successors are
duly elected and qualified.
12. Registered Agent. The Registered Agent of the Corporation in
Panama City, until the Board of Directors may provide otherwise, shall be
Marcela de Perez, 10 Elvira Mendez Street, Interseco Building, 7th Floor, Post
Office Box 7440, Panama 5, Republic of Panama.
13. Subscription by Incorporators. The name and address of each
signatory to the original Articles of Incorporation and the number of shares
which each such signatory has agreed to take are as follows:
Name Address No. of Shares
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Mariano J. Oteiza No. 8 Aquilino de la 1 1
Guaardia Street,
Panama, R. of P.
Domingo Diaz A. No. 8 Aquilino de la 1 1
Guardia Street,
Panama, R. of P.
Amended and Restated in ___________, this ____ day of ____________, 1995.
LOWELL ZEMNICK LAURENCE D. WINSON
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Vice President Secretary
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