Exhibit 99.7
AGREED FORM
THE COMPANIES ACT 1985
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A PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
of
P&O PRINCESS CRUISES PLC
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1. The name of the Company is "P&O Princess Cruises plc".
2. The Company is to be a public company.
3. The registered office of the Company is to be situated in England and
Wales.
4. The objects for which the Company is established are:
4.1 To enter into, operate and carry into effect the Equalization and
Governance Agreement between the Company and Carnival Corporation, a
corporation organized under the laws of the Republic of Panama
("Carnival"), the SVE Special Voting Deed among, inter alia, the Company,
Carnival, Carnival SVC Limited, a limited liability company organized
under the laws of England and Wales, [.] as trustee of the P&O Princess
Special Voting Trust, a trust organized under the laws of ______________,
[.] and [.] and the Deed of Guarantee made between the Company and
Carnival in favour of certain creditors of Carnival each as described in
the circular to shareholders of the Company dated [.] 2003 with full power
to:
4.1.1 agree any amendment or termination of all or any of the terms of
the said Agreement or the said Deeds in accordance with the terms
thereof;
4.1.2 enter into, operate and carry into effect any further or other
agreements or arrangements with or in connection with Carnival;
and
4.1.3 do all such things as in the opinion of the Directors are
necessary or desirable for the furtherance of this object or for
the furtherance, maintenance or development of the relationship
with Carnival constituted by or arising out of
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any agreement, deed or other arrangement mentioned in or made in
accordance with this sub-clause.
4.2.
4.2.1 To carry on the business of ship and boat owners, forwarding and
general agents, organising and conducting cruises, tours, holidays
and excursions and to carry on the business as carriers of
passengers and goods by sea, river, land and air, travel agents,
tourist agents and contractors, insurance brokers, agents for the
operators of sea, river, land and air carriage undertakings, and
to provide passengers, travellers and tourists with hotel and
other services and conveniences of all kinds.
4.2.2 To co-ordinate, finance and manage all or any part of the
operations of any company which is a subsidiary company of or
otherwise under the control of the Company and generally to carry
on the business of a holding company.
4.2.3 To carry out such operations and to manufacture or deal with such
goods and to purchase or otherwise acquire, take options over,
construct, lease, hold, manage, maintain, alter, develop, exchange
or deal with such property, rights or privileges (including the
whole or part of the business, property or liabilities of any
other person or company) as may seem to the board of directors
directly or indirectly to advance the interests of the Company.
4.2.4 To enter into such commercial or other transactions in connection
with any trade or business of the Company as may seem to the board
of directors desirable for the purpose of the Company's affairs.
4.2.5 To apply for, purchase or otherwise acquire, protect, maintain and
renew any patents, patent rights, trade marks, designs, licences
and other intellectual property rights of all kinds or any secret
or other information as to any invention and to use, exercise,
develop or grant licences in respect of, or otherwise turn to
account the property, rights or information so acquired and to
experiment with any such rights which the Company may propose to
acquire.
4.2.6 To invest and deal with the moneys of the Company not immediately
required in any manner and hold and deal with any investment so
made.
4.2.7 To pay or to provide or to make such arrangements for providing
such gratuities, pensions, benefits, share option and acquisition
schemes, loans and other matters and to establish, support,
subsidise and subscribe to any institutions, associations, clubs,
schemes, funds or trusts (whether to or for the benefit of present
or past directors or employees of the Company or its predecessors
in business or of any company which is a subsidiary company of the
Company or is allied to or associated with the Company or with any
such subsidiary company or to or for or for the benefit of persons
who are or were related to or connected with or dependants of any
such directors or employees) as may seem to the board of directors
directly or indirectly to advance the interests of the Company.
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4.2.8 To draw, make, accept, endorse, discount, negotiate, execute and
issue promissory notes, bills of exchange, bills of lading,
warrants, debentures and other negotiable and transferable
instruments.
4.2.9 To act as agents, brokers or trustees, and to enter into such
arrangements (whether by way of amalgamation, partnership, profit
sharing, union of interests, co-operation, joint venture or
otherwise) with other persons or companies as may seem to the
board of directors to advance the interests of the Company and to
vest any property of the Company in any person or company on
behalf of the Company and with or without any declaration of trust
in favour of the Company.
4.2.10 To apply for, promote and obtain any Act of Parliament, charter,
privilege, concession, licence or authorisation of any government,
state or municipality, or any other department or authority, or
enter into arrangements with any such body, for enabling the
Company to carry any of its objects into effect or for extending
any of the powers of the Company or for effecting any modification
of the constitution of the Company or for any other purpose which
may seem to the board of directors to be expedient, and to oppose
any proceedings or applications which may seem calculated directly
or indirectly to prejudice the interests of the Company.
4.2.11 To sell, lease, dispose of, grant rights over or otherwise deal
with the whole or any part of the undertaking, property or assets
of the Company on such terms as the board of directors may decide,
and to distribute any property or assets of the Company of
whatever kind in specie among the members of the Company.
4.2.12 To pay for any rights or property acquired by the Company or any
of its subsidiaries and to remunerate any person or company,
whether by cash payment or by the allotment of shares, debentures
or other securities of the Company credited as paid up in full or
in part, or by any other method the board of directors thinks fit.
4.2.13 To establish or promote companies and to place or guarantee the
placing of, underwrite, subscribe for or otherwise acquire, hold,
dispose of and deal with, and guarantee the payment of interest,
dividends and capital on all or any of the shares, debentures,
debenture stock or other securities or obligations of any company
or association and to pay or provide for brokerage, commission and
underwriting in respect of any such issue on such terms as the
board of directors may decide.
4.2.14 To carry on through any subsidiary or associated company any
activities which the Company is authorised to carry on and to make
any arrangements whatsoever with such company (including any
arrangements for taking the profits or bearing the losses of any
such activities) as the board of directors thinks fit.
4.2.15 To raise or borrow money in such manner as the board of directors
thinks fit and to receive deposits and to mortgage, charge, pledge
or give liens or other security over the whole or any part of the
Company's undertaking, property and assets (whether present or
future), including its uncalled capital, for such
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purposes and in such circumstances and on such terms and
conditions as the board of directors thinks fit.
4.2.16 To lend or advance money and to give credit and to enter (whether
gratuitously or otherwise) into guarantees or indemnities of all
kinds, and whether secured or unsecured, whether in respect of its
own obligations or those of some other person or company, in such
circumstances and on such terms and conditions as the board of
directors thinks fit.
4.2.17 To pay or agree to pay all or any of the promotion, formation and
registration expenses of the Company.
4.2.18 To contribute to or support any public, general, political,
charitable, benevolent or useful object, which it seems to the
board of directors to be in the interests of the Company or its
members to contribute to or support.
4.2.19 To do all or any of the things stated in this clause 4 in any part
of the world whether as principal, agent or trustee or otherwise
and either alone or jointly with others and either by or through
agents, subcontractors, trustees or otherwise.
4.2.20 To do all such other things as the board of directors considers
will further the interests of the Company or to be incidental or
conducive to the attainment of all or any of the objects stated in
this clause 4.
5. The objects stated in each part of clause 4 shall not be restrictively
construed but shall be given the widest interpretation. In clause 4, the
word "company" shall be deemed, except where used to refer to the Company,
to include any partnership or other body of persons, whether corporate or
unincorporate and whether domiciled in the United Kingdom or elsewhere.
Except where the context expressly so requires, none of the sub-clauses of
clause 4, or the objects stated in clause 4, or the powers conferred by
clause 4 shall be limited by, or be deemed subsidiary or auxiliary to, any
other sub-clause of clause 4, or any other object stated in clause 4 or
any other power conferred by clause 4.
6. The liability of the members is limited.
7. The share capital of the Company is (Pounds)50,000 divided into 2
subscriber shares of (Pounds)1 each and 49,998 redeemable preference
shares of (Pounds)1 each/1/.
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/1/ This is the share capital of the Company as at 28 July 2000. A statement
of the Company's share capital on incorporation is given at the end of the
memorandum of association.
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We, the subscribers to this memorandum of association, wish to be formed into a
company pursuant to this memorandum. We agree to take the number of shares shown
opposite our respective names.
Name and address of subscriber Number of shares taken
Xxxxxxx Xxxxxx One Subscriber Share
The Xxxxxx Xxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxx
Xxxxxx
XX0 0XX
Xxxxxxxx Xxxx One Subscriber Share
00 Xxxxx Xxxxxx
Xxxxxxxxxx
Xxxxxx
XX0 0XX
Total shares taken
Two Subscriber Shares
Date:
Witness to signatures:
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