CARNIVAL CORPORATION DEED POLL
THIS DEED is made by way of DEED POLL on . 200[2][3] by Carnival Corporation
("Carnival") in favour of the P&O Princess Shareholders.
BACKGROUND
Carnival has agreed with P&O Princess to issue this Deed in respect of certain
obligations of Carnival to effect the Mandatory Exchange under the P&O Princess
Articles of Association.
THIS DEED WITNESSES as follows:
1. Definitions and Interpretation
1.1 Definitions
In this Deed:
"Business Day" means any day other than a Saturday, Sunday or day on which
banking institutions in the City of New York or London are authorised or
obligated by law or executive order to close in the United States or
England (or on which such banking institutions are open solely for trading
in euros);
"Carnival Common Stock" means the issued and outstanding common stock, par
value US $0.01 per share, of Carnival from time to time, as the same may be
sub-divided or consolidated from time to time and any capital stock into
which such common stock may be reclassified, converted or otherwise
changed;
"Completion" has the meaning given to it in the Equalization and Governance
Agreement;
"Equalization and Governance Agreement" means the Agreement headed
"Equalization and Governance Agreement" entered into between P&O Princess
and Carnival as of . 200[2][3];
"Exchange Notice" has the meaning given in the P&O Princess Articles of
Association;
"Group" means, in relation to Carnival or P&O Princess, such company and
its Subsidiaries from time to time;
"Implementation Agreement" means the agreement headed "Offer and
Implementation Agreement" entered into between P&O Princess and Carnival as
of . 200[2][3];
"Mandatory Exchange" has the meaning given to it in the P&O Princess
Articles;
"P&O Princess" means P&O Princess Cruises plc, whose registered office at
the date of this Deed is 77 New Oxford Street, London, WC1A lPP, United
Kingdom;
"P&O Princess Articles of Association" means the Articles of Association of
P&O Princess which will be in effect immediately following Completion;
"P&O Princess Ordinary Shares" has the meaning given to it in the P&O
Princess Articles;
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"P&O Princess Shareholders" means those persons from time to time being
registered as holders of P&O Princess Ordinary Shares;
"Person" includes an individual, company, corporation, firm, partnership,
joint venture, association, trust, state or agency of a state (in each
case, whether or not having a separate legal personality); and
"Subsidiary" means, with respect to Carnival or P&O Princess, any entity,
whether incorporated or unincorporated, in which such company owns,
directly or indirectly, a majority of the securities or other ownership
interests having by their terms ordinary voting power to elect a majority
of the directors or other persons performing similar functions, or the
management and policies of which such company otherwise has the power to
direct.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply unless the context requires
otherwise.
(A) The singular includes the plural and conversely.
(B) One gender includes all genders.
(C) Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.
(D) A reference to a Clause is to a Clause of this Deed.
(E) A reference to any agreement or document is to that agreement or
document as amended, novated, supplemented, varied or replaced from
time to time, except to the extent prohibited by this Deed.
(F) A reference to any legislation (including any listing rules of a stock
exchange or voluntary codes) or to any provision of any legislation
includes any modification or re-enactment of it, any legislative
provision substituted for it and all regulations and statutory
instruments issued under it.
(G) Mentioning anything after include, includes, or including does not
limit what else might be included. Where particular words are
following by general words, the general words are not limited by the
particular.
(H) Reference to a body other than Carnival or P&O Princess (including any
government agency), whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,
is a reference to the body which replaces it or which substantially
succeeds to its powers or functions.
(I) All references to time are to the local time in the place where the
relevant obligation is to be performed (or right exercised).
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2. Effect Of This Deed Poll
The Deed shall take effect as a deed poll for the benefit of the P&O
Princess Shareholders.
3. Agreement and Undertaking
Carnival agrees and irrevocably undertakes, as a continuing obligation, to
the P&O Princess Shareholders, that in the event that an Exchange Notice is
issued pursuant to the P&O Princess Articles of Association, Carnival
shall, on the date specified in the Exchange Notice, issue such number of
fully paid and non-assessable shares of Carnival Common Stock to each P&O
Princess Shareholder as shall be required to effect the Mandatory Exchange
in accordance with the provisions of the P&O Princess Articles of
Association. Carnival further agrees and undertakes that there shall be no
entitlement to receive fractional interests in Carnival Common Stock issued
by it and that, in lieu of such fractional interests, P&O Princess
Shareholders shall receive from Carnival an amount in cash in accordance
with the P&O Princess Articles of Association.
4. Termination
4.1 This Deed shall automatically terminate if, and with effect from the same
time as:
(A) the Equalization and Governance Agreement terminates or otherwise
ceases to have effect;
(B) completion of the Mandatory Exchange;
(C) a resolution is passed or an order is made for the liquidation of the
whole or substantially the whole of P&O Princess; or
(D) the Mandatory Exchange provisions set out in the P&O Princess Articles
of Association are properly deleted from the P&O Princess Articles of
Association.
5. Notices
5.1 Any notice to or demand upon Carnival under this Deed shall be in writing
addressed to it at its principal place of business in the U.S.A. for the
time being (marked for the attention of the Chief Financial Officer, with a
copy sent to the General Counsel and Secretary) and shall be effective when
delivered to that principal place of business.
5.2 The original of this Deed and of any related supplemental deed poll shall
be kept at the principal place of business in the U.S.A. for the time being
of Carnival and shall be available for inspection there on reasonable
notice during the normal business hours of that office.
6. General
6.1 Prohibition and enforceability
Any provision of, or the application of any provision of, this Deed which
is void, illegal or unenforceable in any jurisdiction does not affect the
validity, legality or
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enforceability of that provision in any other jurisdiction or of the
remaining provisions in that or any other jurisdiction.
6.2 Further assurances
Carnival shall take all steps, execute all documents and do everything
reasonably required to give effect to its obligations contemplated by this
Deed.
6.3 No assignment
Carnival may not assign any of its obligations under this Deed, in whole or
part.
7. Law and Jurisdiction
7.1 This Deed shall be governed by and construed in accordance with the laws of
England.
7.2 Any legal action or proceeding arising out of or in connection with this
Deed shall be brought exclusively in the courts of England.
7.3 Carnival irrevocably submits to the jurisdiction of such courts and waives
any objection to proceedings in any such court on the ground of venue or on
the ground that the proceedings have been brought in an inconvenient forum.
IN WITNESS WHEREOF
Executed as a deed by )
CARNIVAL CORPORATION )
acting by [.] [and [.]] [who, in )
accordance with the laws of the ) ______________________________
territory in ) ______________________________
which Carnival Corporation ) (Authorised
is ) signatory(ies))
incorporated, is/are] acting under
the
authority of Carnival Corporation
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[Proposed Form]
DATED 200[2][3]
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CARNIVAL CORPORATION DEED POLL
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