DESCRIPTION OF CAPITAL STOCK
General
The following is a description
of the material terms of our capital stock. Because it is a summary, the following description is not complete and is subject to and qualified in its entirety by reference to our third amended and restated articles of incorporation, or articles, our
third amended and restated
by-laws,
or
by-laws,
and the other agreements specifically referenced in this section.
Our authorized capital stock consists of 2,000,000,000 shares, of which 1,959,999,998 are shares of common stock, 40,000,000 are shares of
preferred stock, one share is a special voting stock and one share is a special stock. As of January 18, 2018, there were 534,171,562 shares of common stock, no shares of preferred stock, one share of special voting stock and one share of
special stock outstanding. The one share of special voting stock, which we refer to in this prospectus as the special voting share, and the one share of special stock, which we refer to in this prospectus as the equalization share, were issued in
connection with the DLC transaction, which was completed on April 17, 2003. See Special Voting Share and Equalization Share.
Our common stock and the trust shares of beneficial interest in the P&O Princess Special Voting Trust, including the beneficial interest
in the Carnival plc special voting share, are listed and trade together on the NYSE under the ticker symbol CCL.
Common Stock
Voting Rights
At any
meeting of shareholders, all matters, except as otherwise expressly provided by Panamanian law and our articles or our
by-laws,
are decided by a majority of the votes cast by all shareholders entitled to vote,
including, where applicable, the Carnival Corporation Special Voting Entity, as described below, who are present in person or by proxy at such meeting. In connection with the DLC transaction, special voting arrangements were implemented so that our
shareholders and Carnival plcs shareholders vote together as a single decision-making body on all actions submitted to a shareholder vote other than matters designated as class rights actions or resolutions on procedural or
technical matters.
These are called JOINT ELECTORATE ACTIONS and include:
|
|
|
the appointment, removal or
re-election
of any director of us, Carnival plc or both;
|
|
|
|
if required by law, the receipt or adoption of the financial statements of us or Carnival plc or the annual accounts of both companies;
|
|
|
|
the appointment or removal of the auditors of either company;
|
|
|
|
a change of name by Carnival plc or us, or both; or
|
|
|
|
the implementation of a mandatory exchange based on a change in tax laws, rules or regulations.
|
The relative voting rights of the Carnival plc shares and our shares are determined by the equalization ratio. Based on the current
equalization ratio of 1:1, each of our shares has the same voting rights as one Carnival plc share on joint electorate actions.
A change
in the equalization ratio resulting from a share reorganization or otherwise would only affect voting rights on a per share basis. In the aggregate, such a change would not affect the relative weighting between our shareholders and the shareholders
of Carnival plc.
In the case of class rights actions, the company wishing to carry out the class rights action would require the prior
approval of shareholders of both companies, each voting separately as a class. If shareholders of either company do not approve the action, it generally will fail.
35