VOTING AGREEMENT
VOTING AGREEMENT (the AGREEMENT), dated as of December 3, 2001, among the
undersigned stockholders (the STOCKHOLDERS) of Royal Caribbean Cruises Ltd., a
Liberian corporation (ROYAL CARIBBEAN), and P&O Princess Cruises plc, a public
limited company formed under the laws of England and Wales (P&O PRINCESS).
Except as otherwise provided herein, capitalized terms that are used but not
otherwise defined herein shall have the meaning assigned to such terms in the
Implementation Agreement (as defined below).
WHEREAS, in connection with the execution of this Agreement, Royal Caribbean and
P&O Princess have entered into an Implementation Agreement (the IMPLEMENTATION
AGREEMENT), providing for, among other things, Royal Caribbean and P&O Princess
establishing a dual listed company structure for the purposes of conducting
their businesses together and treating their shareholders as owning an interest
in a combined enterprise;
WHEREAS, the Implementation Agreement contemplates the execution and delivery of
this Agreement;
WHEREAS, as a condition to P&O Princess' willingness to enter into the
Implementation Agreement and the transactions contemplated thereby, the
Stockholders wish to agree (i) to deliver to P&O Princess an irrevocable proxy
to Vote (as defined in Section 2 hereof) the Shares (as defined in Section 1
hereof) and any New Shares (as defined in Section 7 hereof) so as to approve and
adopt the Implementation Agreement and the transactions contemplated thereby for
which stockholder approval is required, including the Royal Caribbean Amended
Articles and the Equalization and Governance Agreement (collectively, the
TRANSACTIONS), and (ii) not to transfer or otherwise dispose of more than a
certain percentage (as specified herein) of the Shares and New Shares acquired
hereafter and prior to the termination of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. REPRESENTATIONS OF STOCKHOLDERS
Each of the Stockholders represents and warrants to P&O Princess that (a) such
Stockholder has an irrevocable proxy which gives it the sole power to, or
otherwise has the sole power to, vote, in its sole and absolute discretion, all
of (the VOTING POWER) and has the power, in its sole and absolute discretion, to
prevent any sale, transfer or other disposition (a DISPOSITION) during the term
of this Agreement of, in the case of X. Xxxxxxxxxx AS, at least 97.2%, and in
the case of Cruise Associates, at least 91%, of (as
applicable, the BLOCKING POWER) the shares of Common Stock, par value $0.01 per
share (the ROYAL CARIBBEAN COMMON STOCK), of Royal Caribbean set forth opposite
such Stockholder's name on Exhibit A hereto (such Stockholder's SHARES), (b)
such Stockholder does not have the power to vote any shares of Royal Caribbean
Common Stock other than such Shares or any such shares issuable upon the
conversion, exercise or exchange of any other securities, (c) such Stockholder
has full power and authority and has taken all actions necessary to enter into,
execute and deliver this Agreement and to perform fully such Stockholder's
obligations hereunder. This Agreement has been duly executed and delivered and
constitutes the legal, valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms, subject to
the Bankruptcy and Equity Exception, (d) other than filings under the Exchange
Act and the rules of applicable stock exchanges, no notices, reports or other
filings are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity or other Person, in connection
with the execution and delivery of this Agreement by such Stockholder, other
than any such matters the failure of which to make or obtain would not,
individually or in the aggregate, impair the ability of any person or persons to
whom such Stockholder has granted any proxy hereunder to Vote the Shares or New
Shares to the full extent permitted by the terms hereof and such proxy, and (e)
assuming the due execution and delivery of this Agreement by each of the other
parties hereto, the execution, delivery and performance of this Agreement by
such Stockholder does not, and the performance by such Stockholder of the
transactions contemplated hereby will not, violate, conflict with or constitute
a breach of, or a default under, the certificate of incorporation or by-laws of
such Stockholder or any of their comparable governing instruments or result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
modification or acceleration) (whether after the giving of or the passage of
time of both) under any Contract to which such Stockholder is a party or which
is binding on it or its assets and will not result in any termination of, or
limitation on, its Voting Power or Blocking Power with respect to such
Stockholder's Shares, other than any such violations, conflicts, breaches or
defaults that would not, individually or in the aggregate, impair the ability of
any person or persons to whom such Stockholder has granted any proxy hereunder
to Vote the Shares or New Shares to the full extent permitted by the terms
hereof and such proxy.
2. AGREEMENT TO DELIVER PROXY
Each of the Stockholders agrees to deliver to P&O Princess on the date hereof an
irrevocable proxy substantially in the form attached hereto as Exhibit B to Vote
such Stockholder's Shares (a) in favor of adoption and approval of the
Implementation Agreement and the Transactions at every meeting of the
stockholders of Royal Caribbean at which such matters are considered and at
every adjournment or postponement thereof, (b) against any action or agreement
that would compete with, impede, interfere with or discourage the Transactions
or inhibit the timely consummation thereof, (c) against any action or agreement
that would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of Royal Caribbean under the
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Implementation Agreement and (d) except for the Transactions and the
Implementation Agreement, against any merger, consolidation, business
combination, dual listed company transaction, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of or involving Royal
Caribbean or any of its Significant Subsidiaries. The proxy delivered by each of
the Stockholders pursuant to this Section 2 shall be irrevocable during the term
of this Agreement to the maximum extent permitted under applicable law. For
purposes of this Agreement, VOTE shall include voting in person or by proxy in
favor of or against any action, otherwise consenting or withholding consent in
respect of any action (including, but not limited to, consenting in accordance
with Section 7.4 of the Liberian Business Corporation Act, as amended) or taking
other action in favor of or against any action. VOTING shall have a correlative
meaning.
3. NO VOTING TRUSTS
Each of the Stockholders agrees that it will not, nor will it permit any entity
under its control to, deposit any of its Shares or New Shares in a Voting trust
or subject any of its Shares or New Shares to any arrangement with respect to
the Voting of such Shares or New Shares other than existing agreements or
arrangements or any agreements entered into with P&O Princess.
4. NO PROXY SOLICITATIONS
Subject to Section 8 of this Agreement, each of the Stockholders agrees that
such Stockholder will not, nor will such Stockholder permit any entity under
such Stockholder's CONTROL (as defined in Rule 12b-2 under the Exchange Act),
(a) to solicit proxies or become a PARTICIPANT in a SOLICITATION (as such terms
are defined in Regulation 14A under the Exchange Act) in opposition to or
competition with the consummation of the Transactions or otherwise encourage or
assist any party in taking or planning any action which would compete with,
impede, interfere with or tend to discourage the Transactions or inhibit the
timely consummation of the Transactions in accordance with the terms of the
Implementation Agreement, (b) to directly or indirectly encourage, initiate or
cooperate in a stockholders' Vote or action by consent of Royal Caribbean's
stockholders in opposition to or in competition with the consummation of the
Transactions, or (c) to become a member of a GROUP (as such term is used in
Section 13(d) of the Exchange Act) with respect to any Voting securities of
Royal Caribbean for the purpose of opposing or competing with the consummation
of the Transactions.
5. NO SHOP
Subject to Section 8 of this Agreement, each of the Stockholders agrees that
neither such Stockholder nor any entity under such Stockholder's Control nor any
of the respective officers or directors shall, and that such Stockholder shall
direct and use its reasonable best efforts to cause the Affiliates that control,
and the officers, directors, employees, investment bankers, attorneys,
accountants, financial advisors, agents or other representatives of, such
Stockholder or any entity under such Stockholder's Control (collectively, such
Person's REPRESENTATIVES) not to, directly or indirectly, initiate, solicit,
encourage or otherwise facilitate any inquiries or the making of any proposal or
offer
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with respect to an Acquisition Proposal. Each Stockholder further agrees that
neither such Stockholder nor any entity under such Stockholder's Control nor any
of their respective officers or directors shall, and that it shall direct and
use its reasonable best efforts to cause its Representatives not to, directly or
indirectly, have any discussions with or provide any confidential information or
data to any Person relating to an Acquisition Proposal or engage in any
negotiations concerning an Acquisition Proposal, or otherwise facilitate any
effort or attempt to make or implement an Acquisition Proposal.
6. TRANSFER AND ENCUMBRANCE
On or after the date hereof and during the term of this Agreement, (a) X.
Xxxxxxxxxx AS agrees not to (i) make any Disposition of more than two and
eight-tenths percent (2.8%) of its Shares (the WILHELMSEN DISPOSITION LIMIT),
(ii) make any Disposition of more than ten percent (10%) of any New Shares, or
(iii) take any other action that would terminate or limit its Voting Power or
Blocking Power with respect to such shares, and (b) Cruise Associates agrees not
to (i) make any Disposition of more than nine percent (9%) of its Shares (the
CRUISE ASSOCIATES DISPOSITION LIMIT, and together with the Wilhelmsen
Disposition Limit, the DISPOSITION LIMITS) (ii) make any Disposition of more
than ten percent (10%) of any New Shares, or (iii) take any other action that
would terminate or limit its Voting Power or Blocking Power with respect to such
shares; provided that if after the date hereof, any other shareholder of Royal
Caribbean enters into a voting agreement with P&O Princess on substantially the
same terms as this Agreement (an ADDITIONAL VOTING AGREEMENT), then the
Disposition Limits shall be increased, on a pro rata basis between the
Shareholders based on the number of Shares set forth on Exhibit A, by a number
of Shares equal to the aggregate number of shares of Royal Caribbean Common
Stock subject to the Additional Voting Agreement, less any number of Shares
which such shareholder is permitted to sell, transfer or otherwise dispose of
under such Additional Voting Agreement; provided further, that in no event shall
either Disposition Limit exceed 10% of any Shareholder's Shares.
7. ADDITIONAL PURCHASES
Each of the Stockholders agrees that, on or after the date hereof and during the
term of this Agreement, such Stockholder will not purchase or otherwise acquire
beneficial ownership (as such term is used in Rule 13d-3 of the Exchange Act) of
any shares of capital stock of Royal Caribbean (NEW SHARES), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of capital stock of Royal Caribbean, unless such Stockholder will have
the Voting Power and Blocking Power with respect to such stock and delivers to
P&O Princess immediately after such purchase or acquisition an irrevocable proxy
substantially in the form attached hereto as Exhibit C with respect to such New
Shares. Each of the Stockholders also severally agrees that any New Shares
acquired or purchased by him or her shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
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8. FIDUCIARY DUTIES
Nothing contained in Section 4 or Section 5 of this Agreement shall restrict any
director of Royal Caribbean from taking any action as a director if such
director reasonably determines in good faith after consultation with outside
legal counsel that the failure to take such action would result in a breach of
such director's fiduciary duties to the stockholders of Royal Caribbean.
9. ROYAL CARIBBEAN STOCKHOLDERS AGREEMENT
Each of the Stockholders party to the Royal Caribbean Stockholders Agreement
agree with the other party thereto that the execution, delivery and performance
of this Agreement in no way constitutes a breach or violation of, or default
under, the Royal Caribbean Stockholders Agreement.
10. SEVERAL OBLIGATIONS
The obligations of each Stockholder under this Agreement are several and not
joint obligations.
11. SPECIFIC PERFORMANCE
Each party hereto agrees that if any other the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached, irreparable damage would occur, no adequate remedy at law would exist
and damages would be difficult to determine, and that the parties shall be
entitled to specific performance of the terms hereof and immediate injunctive
relief, without the necessity of proving the inadequacy of money damages as a
remedy, in addition to any other remedy at law or equity.
12. ENTIRE AGREEMENT
This Agreement (including the exhibits hereto) constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and
supersedes all other prior agreements or undertakings with respect thereto, both
written and oral.
13. AMENDMENTS AND WAIVERS
Any provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment by all
parties hereto, or in the case of a waiver, by the party or parties against whom
the waiver is to be effective. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
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14. NOTICES
All notices, requests, claims, demands or other communications hereunder shall
be in writing and shall be deemed given when delivered personally, upon receipt
of a transmission confirmation if sent by telecopy or like transmission and on
the next business day when sent by Federal Express, Express Mail or other
reputable overnight courier service to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):
If to P&O Princess:
P&O Princess Cruises plc
00 Xxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Chief Executive Officer
Facsimile: (00) 00 0000-0000
With a copy, which shall not constitute notice, to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. XxXxxxxxx
Facsimile: (000) 000-0000
If to a Stockholder, to the address or telecopy number set forth for such
Stockholder on the signature page hereof.
With a copy, which shall not constitute notice, to:
Royal Caribbean Cruises Ltd
0000 Xxxxxxxxx Xxx
Xxxxx, Xxxxxxx 00000
Attention: Chairman and Chief Executive Officer
Facsimile: (000)000-0000
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
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15. GOVERNING LAW
EACH OF THIS AGREEMENT AND EACH PROXY REQUIRED HEREBY SHALL BE DEEMED TO BE MADE
IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY IN SUCH STATE.
16. VENUE
The parties hereby irrevocably submit to the exclusive jurisdiction of the
Federal courts of the United States of America located in the Borough of
Manhattan, New York State in respect of the interpretation and enforcement of
the provisions of this Agreement and of the documents governed by New York law
referred to in this Agreement, and in respect of the obligations of the parties
hereunder, and hereby waive, and agree not to assert, as a defense in any
action, suit or proceeding for the interpretation or enforcement hereof or of
any such document, that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in said courts or that the
venue thereof may not be appropriate or that this Agreement or any such document
may not be enforced in or by such courts, and the parties hereto irrevocably
agree that all claims with respect to such action or proceeding shall be heard
and determined in such a Federal court. The parties hereby consent to and grant
any such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section
14 of this Agreement or in such other manner as may be permitted by law shall be
valid and sufficient service thereof.
17. WAIVER OF JURY TRIAL
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (1) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (2) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (3) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (4) EACH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 17 AND SECTION 16.
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18. SEVERABILITY
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be effected, impaired or invalidated so long as the legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such a determination, the parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, with the same effect as if the signature,
thereto and hereto were upon the same instrument.
20. TERMINATION
This Agreement shall terminate upon the earliest to occur of (i) the approval of
the Transactions by the Royal Caribbean Requisite Vote, (ii) the termination of
the Implementation Agreement, (iii) the date specified in a written agreement
duly executed and delivered by P&O Princess and each of the Stockholders, and
(iv) any amendment or amendments to the Implementation Agreement and/or the
Transactions which are, in the aggregate, materially adverse to the Stockholders
without their prior written consent; provided, however, that if any Stockholder
or Stockholders provide such prior written consent then this Agreement shall
terminate only with respect to the Stockholder or Stockholders who do not
provide such prior written consent.
21. FURTHER ASSURANCES
Each party hereto shall execute and deliver such further instruments and do such
further acts and things as may be required to carry out the intent and purpose
of this Agreement.
22. HEADINGS; RECITALS
All Section headings and the recitals herein are for ease of reference only and
shall not form a part of this Agreement.
23. THIRD PARTY BENEFICIARIES
Nothing in this Agreement, express or implied, is intended to confer upon any
third party any rights or remedies of any nature whatsoever under or by reason
of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above
P&O PRINCESS CRUISES PLC
By: /s/ XXXXX XXXXXXXXX
---------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
THE STOCKHOLDERS:
X. Xxxxxxxxxx AS
By: /s/ XXXX XXXXXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Chairman of the Board
Address:Beddingen 8, Xxxx Brygge
N-0118 Oslo, Norway
Cruise Associates
By: /s/ XXXXX TRACE
---------------------------------------
Name: Xxxxx Trace
Title: General Manager
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:Senior Manager, Trust
and Private Banking
Services
Address:Xxxxxxx'x Xxx Xxxxxxxxx
Xxxxxx
Xxxx Xxx Xxxxxx
P.O. Box N-3933
Nassau, Bahamas
(EXHIBIT A)
THE COMPANY
LIST OF STOCKHOLDERS
NAME NUMBER OF SHARES
X. Xxxxxxxxxx AS 42,966,472
Cruise Associates 48,281,900
(EXHIBIT B)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Xxxxx Xxxxxxxxx,
Xxxxxxxx Xxxx and Xxxxx Xxxxxx or another representative of P&O Princess Cruises
plc designated by any of them and each of them my proxies, with power of
substitution and resubstitution, (i) to vote all shares of Common Stock, par
value $0.01 per share, of Royal Caribbean Cruises Ltd., a Liberian corporation
(ROYAL CARIBBEAN), which the undersigned has sole power to vote (the SHARES) as
of the date hereof at any meeting of the holders of capital stock of Royal
Caribbean held on or after the date hereof and at any adjournment or
postponement thereof at which such matters are voted upon or considered FOR
approval and adoption of the Implementation Agreement, dated as of November 19,
2001 (the IMPLEMENTATION AGREEMENT), by and between Royal Caribbean and P&O
Princess Cruises plc, a public limited company formed under the laws of England
and Wales (P&O PRINCESS), and the transactions contemplated thereby for which
stockholder approval is required, including the Royal Caribbean Amended Articles
and the Equalization and Governance Agreement (as such terms are defined in the
Implementation Agreement) (collectively, the TRANSACTIONS), and AGAINST (a) any
action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of or involving Royal Caribbean or any of its Significant
Subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of Royal Caribbean or any of its Significant Subsidiaries. This
proxy is coupled with an interest, revokes all prior proxies granted by the
undersigned and is irrevocable until such time as the Voting Agreement, dated as
of the date hereof, among certain stockholders of Royal Caribbean, including the
undersigned, and P&O Princess, terminates in accordance with its terms.
Dated , 2001
--------------------------------
(Signature of Stockholder)
--------------------------------
(Signature of Stockholder)
.
(EXHIBIT C)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Xxxxx Xxxxxxxxx,
Xxxxxxxx Xxxx and Xxxxx Xxxxxx or another representative of P&O Princess Cruises
plc designated by any of them and each of them my proxies, with power of
substitution and resubstitution, (i) to vote the [insert number and type of
shares] of Royal Caribbean Cruises Ltd., a Liberian corporation (ROYAL
CARIBBEAN), (the NEW SHARES), purchased or otherwise acquired by the
undersigned, or for which the undersigned has voluntarily acquired the right to
vote or share in the voting of such shares, since the execution of the Voting
Agreement, dated as of December 3, 2001 (the VOTING AGREEMENT), by and among
certain stockholders of Royal Caribbean, including the undersigned, and P&O
Princess Cruises plc, a public limited company formed under the laws of England
and Wales (P&O PRINCESS), at any meeting of the holders of capital stock of
Royal Caribbean to be held on or after the date hereof and at any adjournment or
postponement thereof at which such matters are voted upon or considered FOR
approval and adoption of (a) the Implementation Agreement, dated as of November
19, 2001 (the IMPLEMENTATION AGREEMENT), by and between Royal Caribbean and P&O
Princess and the transactions contemplated thereby for which stockholder
approval is required, including the Royal Caribbean Amended Articles and the
Equalization and Governance Agreement (as such terms are defined in the
Implementation Agreement) (collectively, the TRANSACTIONS), and AGAINST (a) any
action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of or involving Royal Caribbean under the Implementation Agreement
or, (c) except for the Transactions and the Implementation Agreement, any
merger, consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of or involving Royal Caribbean or any of its Significant
Subsidiaries and (ii) to withhold consents with respect to such New Shares for
(a) any action or agreement that would compete with, impede, interfere with or
tend to discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of or involving Royal Caribbean or any of its Significant
Subsidiaries. This proxy is coupled with an interest, revokes all prior proxies
granted by the undersigned and is irrevocable until such time as the Voting
Agreement terminates in accordance with its terms.
Dated ____________________, 200_
--------------------------------
(Signature of Stockholder)
--------------------------------
(Signature of Stockholder)
.
PROXY
The undersigned, for consideration received, hereby appoints Xxxxx
Xxxxxxxxx, Xxxxxxxx Xxxx and Xxxxx Xxxxxx or another representative of P&O
Princess Cruises plc designated by any of them and each of them my proxies, with
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.01 per share, of Royal Caribbean Cruises Ltd., a Liberian
corporation (ROYAL CARIBBEAN), which the undersigned has sole power to vote (the
SHARES) as of the date hereof at any meeting of the holders of capital stock of
Royal Caribbean held on or after the date hereof and at any adjournment or
postponement thereof at which such matters are voted upon or considered FOR
approval and adoption of the Implementation Agreement, dated as of November 19,
2001 (the IMPLEMENTATION Agreement), by and between Royal Caribbean and P&O
Princess Cruises plc, a public limited company formed under the laws of England
and Wales (P&O PRINCESS), and the transactions contemplated thereby for which
stockholder approval is required, including the Royal Caribbean Amended Articles
and the Equalization and Governance Agreement (as such terms are defined in the
Implementation Agreement) (collectively, the TRANSACTIONS), and AGAINST (a) any
action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of or involving Royal Caribbean or any of its Significant
Subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of Royal Caribbean or any of its Significant Subsidiaries. This
proxy is coupled with an interest, revokes all prior proxies granted by the
undersigned and is irrevocable until such time as the Voting Agreement, dated as
of the date hereof, among certain stockholders of Royal Caribbean, including the
undersigned, and P&O Princess, terminates in accordance with its terms.
Dated: December 3, 2001
X. Xxxxxxxxxx AS
By: /s/ XXXX XXXXXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Chairman of the Board
PROXY
The undersigned, for consideration received, hereby appoints Xxxxx
Xxxxxxxxx, Xxxxxxxx Xxxx and Xxxxx Xxxxxx or another representative of P&O
Princess Cruises plc designated by any of them and each of them my proxies, with
power of substitution and resubstitution, (i) to vote all shares of Common
Stock, par value $0.01 per share, of Royal Caribbean Cruises Ltd., a Liberian
corporation (ROYAL CARIBBEAN), which the undersigned has sole power to vote (the
SHARES) as of the date hereof at any meeting of the holders of capital stock of
Royal Caribbean held on or after the date hereof and at any adjournment or
postponement thereof at which such matters are voted upon or considered FOR
approval and adoption of the Implementation Agreement, dated as of November 19,
2001 (the IMPLEMENTATION Agreement), by and between Royal Caribbean and P&O
Princess Cruises plc, a public limited company formed under the laws of England
and Wales (P&O PRINCESS), and the transactions contemplated thereby for which
stockholder approval is required, including the Royal Caribbean Amended Articles
and the Equalization and Governance Agreement (as such terms are defined in the
Implementation Agreement) (collectively, the TRANSACTIONS), and AGAINST (a) any
action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of or involving Royal Caribbean or any of its Significant
Subsidiaries, and (ii) to withhold consents with respect to such Shares for (a)
any action or agreement that would compete with, impede, interfere with or
discourage the Transactions or inhibit the timely consummation of the
Transactions, (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Royal Caribbean under the Implementation Agreement or, (c) except
for the Transactions and the Implementation Agreement, any merger,
consolidation, business combination, dual listed company transaction,
reorganization, recapitalization, liquidation or sale or transfer of any
material assets of Royal Caribbean or any of its Significant Subsidiaries. This
proxy is coupled with an interest, revokes all prior proxies granted by the
undersigned and is irrevocable until such time as the Voting Agreement, dated as
of the date hereof, among certain stockholders of Royal Caribbean, including the
undersigned, and P&O Princess, terminates in accordance with its terms.
Dated: December 3, 2001
Cruise Associates
By: /s/ XXXXX TRACE
-------------------------------------
Name: Xxxxx Trace
Title: General Manager
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:Senior Manager, Trust
and Private Banking
Services
