CARNIVAL PLC - Notice of a meeting

This Notice is important and requires the immediate attention of 
Noteholders.  If Noteholders are in any doubt as to the action they should 
take, they should contact their own independent financial advisors authorised 
under the Financial Services and Markets Act 2000 immediately. 
 
    This Notice does not constitute an offer to sell or a solicitation of an 
offer to buy any securities within the United States or to U.S. persons, or in 
any other jurisdiction in which such offer, solicitation or sale would be 
unlawful.  The Notes and the Carnival Guarantee (each as defined below) have 
not and will not be registered under the U.S. Securities Act of 1933 or any 
securities laws of any political subdivision thereof.  Accordingly, the Notes 
and the Carnival Guarantee may not be offered or sold in the United States or 
to U.S persons or U.S residents.  
 
                                 CARNIVAL PLC 
                 (formerly known as P&O Princess Cruises plc) 
(Incorporated in England and Wales with limited liability under the Companies 
                     Act 1985, registered number 4039524) 
                               (the "Company") 
 
                             NOTICE OF A MEETING 
                                        
                        of the holders of those of the 
                                        
                         200,000,000 Pounds Sterling 
                  7.125 PER CENT. GUARANTEED NOTES DUE 2012 
                 (ISIN:  XS0130601262; COMMON CODE: 13060126) 
                                        
                     of the Company presently outstanding 
               (the "Noteholders" and the "Notes" respectively) 
 
    NOTICE IS HEREBY GIVEN by the Company that a Meeting of the Noteholders 
convened by the Company will be held at the offices of Freshfields Bruckhaus 
Deringer, 65 Fleet Street, London EC4Y 1HS on Monday, 16 June, 2003 at 2 p.m. 
(London time) for the purpose of considering and, if thought fit, approving 
the resolution set out in this notice (the "Resolution"), which will be 
proposed as an Extraordinary Resolution in accordance with the provisions of 
the trust deed dated 25 June, 200l (the "Principal Trust Deed") between the 
Company (under its then name, P&O Princess Cruises plc), P&O Princess Cruises 
International Limited and HSBC Trustee (C.I.) Limited (the "Trustee") 
constituting the Notes. 
 
   The attention of Noteholders is particularly drawn to the quorum for the 
Meeting and for any adjourned Meeting, which is set out in the sub-heading 
"Quorum" under "Attendance, quorum and voting at the Meeting" below. 
 
   Background 
   On 17 April, 2003, the Company and Carnival Corporation ("Carnival") 
completed a dual listed company transaction (the "DLC transaction"), which 
combined the businesses of the Company, Carnival and their respective 
subsidiaries ("Carnival Corporation & plc") through a number of contracts and 
amendments to the Company's and Carnival's constituent documents.  The two 
companies have retained their separate legal identities, and the Company's 
shares continue to be publicly traded on the London Stock Exchange and 
Carnival's shares continue to be publicly traded on the New York Stock 
Exchange.  However, both companies operate as if they were a single economic 
enterprise.  Carnival Corporation & plc is the largest cruise vacation group 
in the world, based on revenues, passengers carried and available capacity. 
 
    Summary and purpose of proposed modifications 
    The principal purpose of the proposed modifications is to modify some of 
the covenants and events of default contained in the terms and conditions of 
the Notes set out in Part II of the Second Schedule to the Principal Trust 
Deed (the "Conditions") to reflect the completion of the DLC transaction and 
the principle under the dual listed company structure that the Company and     
Carnival are to operate as if they were a single economic enterprise.  In 
addition, some modifications are also proposed to be made to other provisions 
of the Principal Trust Deed, including the Conditions, and to the Principal 
Paying Agency Agreement (as defined below).  If the proposed modifications are 
approved by the Noteholders, Carnival will guarantee, on an unsubordinated, 
unsecured basis, the payment of principal and interest in respect of the Notes 
and all other monies payable by the Company under, or pursuant to, the Trust 
Deed (as defined below), by extending the benefit of the guarantee provided in 
the Carnival Deed of Guarantee entered into by Carnival and the Company on 17 
April, 2003 in connection with the DLC transaction (the "Carnival Guarantee") 
to the payment obligations of the Company under the Notes and the Trust Deed. 
    Full details of the background to, and purpose of, as well as the full 
text of, the proposed modifications to the Principal Trust Deed, including the 
Conditions, as proposed to be modified, and of the Carnival Guarantee, as 
proposed to be extended to cover the Company's payment obligations under the 
Notes and the Trust Deed, are contained in, or annexed to, an Explanatory 
Memorandum dated 23 May, 2003 (the "Explanatory Memorandum"), copies of which 
are available for collection and inspection by Noteholders at the specified 
offices of the Paying Agents set out below. 
    In accordance with its normal practice, the Trustee expresses no opinion 
on the merits of the proposed modifications to the Principal Trust Deed, 
including the Conditions, which are the subject of the Resolution (which it 
was not involved in negotiating), but has authorised it to be stated that, on 
the basis of the information set out in this Notice and the Explanatory 
Memorandum, the Trustee has no objection to the Resolution being submitted to 
the Noteholders for their consideration.  The Trustee recommends that 
Noteholders who are unsure of the impact of the proposed modifications seek 
their own independent financial advice. 
    The Company has discussed the matters referred to in this Notice and in 
the Explanatory Memorandum with a special committee established by the 
Association of British Insurers representing 36.4 per cent. in principal 
amount of the Notes outstanding (the "ABI Committee").  The ABI Committee has 
informed the Company that it considers the proposed modifications to the 
Principal Trust Deed, including the Conditions, which are the subject of the 
Resolution, to be fair and reasonable in the circumstances described in this 
Notice and in the Explanatory Memorandum, and has indicated that the members 
of the ABI Committee intend to lodge proxies in favour of the Resolution. 
 
    Resolution 
    The Resolution which the Noteholders are asked to consider, and if thought 
fit, to approve, is as follows: 
 
    THAT this meeting (the "Meeting") of the holders (the "Noteholders") of 
the outstanding 200,000,000 Pounds Sterling 7.125 per cent. Guaranteed Notes 
due 2012 (the "Notes") of Carnival plc (formerly known as P&O Princess Cruises 
plc) (the "Company") constituted by a trust deed dated 25 June, 2001 (the 
"Principal Trust Deed") between the Company (under its then name, P&O Princess 
Cruises plc), P&O Princess Cruises International Limited (the "P&O Princess 
Guarantor") and HSBC Trustee (C.I.) Limited (the "Trustee"), hereby: 
 
    (a)   conditional on Carnival Corporation ("Carnival") guaranteeing, on an 
unsubordinated, unsecured basis, the payment of principal and interest in 
respect of the Notes and all other monies payable by the Company under, or 
pursuant to, the Trust Deed (as defined below) by extending the benefit of the 
guarantee provided in the Carnival Deed of Guarantee executed by Carnival and 
the Company on 17 April, 2003 (the "Carnival Guarantee") to cover the payment 
obligations of the Company under the Notes and the Trust Deed, such extension 
of the Carnival Guarantee to be effected by an agreement relating to the 
Carnival Guarantee (the "Carnival Guarantee Agreement"), in or substantially 
in the form produced to the Meeting and signed by the chairman of the Meeting 
for the purposes of identification, with such (if any) modifications as the 
Trustee may require, which is to be executed upon execution of, and 
satisfaction of the conditions (other than the condition relating to the 
execution of the Carnival Guarantee Agreement) under, the First Supplemental 
Trust Deed (as defined below): 
        (i)    consents to the modification of the Principal Trust Deed, 
including the terms and conditions of the Notes as set out in Part II of the 
Second Schedule to the Principal Trust Deed (the "Conditions"), in the manner 
set out in the draft first supplemental trust deed (the "First Supplemental 
Trust Deed" and the Principal Trust Deed, as so modified, is herein referred 
to as the "Trust Deed") to be entered into between the Company, the P&O 
Princess Guarantor and the Trustee, in or substantially in the form produced 
to the Meeting and signed by the chairman of the Meeting for the purposes of 
identification, with such (if any) modifications as the Trustee may require;  
        (ii)   consents to the amendment of the paying agency agreement dated 
25 June, 2001 relating to the Notes (the "Principal Paying Agency Agreement") 
between the Company (under its then name, P&O Princess Cruises plc), the P&O 
Princess Guarantor, the Trustee and the initial principal paying agent and the 
other paying agent named therein, in the manner set out in the draft amendment 
to the Principal Paying Agency Agreement (the "Paying Agency Amendment 
Agreement") to be entered into between the Company, the P&O Princess 
Guarantor, the Trustee and the initial principal paying agent and the other 
paying agent named therein, in or substantially in the form produced to the 
Meeting and signed by the chairman of the Meeting for the purposes of 
identification, with such (if any) modifications as the Trustee may require; 
        (iii)  authorises, directs and requests the Trustee to execute the 
First Supplemental Trust Deed and the Paying Agency Amendment Agreement, each 
with such (if any) modifications as the Trustee may require;  
        (iv)   authorises, directs and requests the Trustee to concur in the 
implementation of the modifications to the Principal Trust Deed, including the 
Conditions, the amendments to the Principal Paying Agency Agreement, the 
execution of the Carnival Guarantee Agreement and this Extraordinary 
Resolution and authorises, directs and requests the Trustee to execute and do 
all such other deeds, instruments, acts and things that may be necessary or 
expedient to carry out and give effect to the modifications to the Principal 
Trust Deed, including the Conditions, the amendments to the Principal Paying 
Agency Agreement, the Carnival Guarantee Agreement and this Extraordinary 
Resolution; and 
    (b) sanctions every abrogation, modification, compromise or arrangement in 
respect of the rights of the Noteholders against the Company and/or the P&O 
Princess Guarantor and/or Carnival involved in, or resulting from, the above-
noted modifications and amendments and other matters referred to in, and the 
implementation of, this Resolution. 
 
    Documents available for collection and/or inspection 
    Copies of the documents set out below will be available for collection 
and/or inspection at the specified offices of the Paying Agents set out below 
during normal business hours on any weekday (Saturdays, Sundays and bank and 
other public holidays excepted) from the date hereof until the close of the 
Meeting.   
 
    Documents available for collection and inspection: 
    * the Explanatory Memorandum  
    * the Circular to P&O Princess Shareholders and Notice of Extraordinary 
General Meeting dated 17 March, 2003 prepared by the Company in connection 
with the DLC transaction 
    * the voting certificates and voting instruction forms  
 
    Documents available for inspection only: 
    * the Principal Trust Deed 
    * the draft First Supplemental Trust Deed 
    * the draft terms and conditions of the Notes, in the form or    
      substantially in the form in which they are proposed to be modified   
      (both clean and blacklined to show such modifications) 
    * the Carnival Guarantee 
    * the draft Carnival Guarantee Agreement 
    * the Principal Paying Agency Agreement 
    * the draft Paying Agency Amendment Agreement 
    * the other publicly filed documents, as listed in the Explanatory   
      Memorandum 
 
    Such documents will also be available for inspection only at the place of 
Meeting for at least 15 minutes prior to, and during, the Meeting. 
 
    Attendance, quorum and voting at the Meeting 
    Requirements for attending and voting 
    Noteholders should contact Clearstream Banking, societe anonyme 
("Clearstream Luxembourg") or Euroclear Bank S.A./N.V., as operator of the 
Euroclear System ("Euroclear") (each, a "Clearing System") in order to make 
arrangements for voting at the Meeting.  Noteholders must have made 
arrangements to vote with the relevant Clearing System not later than 48 hours 
(being Wednesday, 11 June, 2003 at 5 p.m. (London time)) before the time fixed 
for the Meeting  and any voting instructions given may not be revoked during 
the period starting 48 hours before the Meeting and ending at the close of the 
Meeting. 
    A Noteholder wishing to attend and vote at the Meeting in person must 
produce at the Meeting (a) valid voting certificate(s) issued by a Paying 
Agent relating to the Note(s) in respect of which he wishes to vote.   
A Noteholder wishing to vote, but not wishing to attend the Meeting in person, 
must block such Note(s) in his account with the relevant Clearing System to, 
or to the order of, a Paying Agent and to its satisfaction who will on the 
instruction of the Noteholder either (i) issue a voting certificate which the 
Noteholder may deliver to the person whom he wishes to attend on his behalf or 
(ii) issue a block voting instruction naming a proxy to vote on the 
Noteholder's behalf subject to having received voting instructions either 
pursuant to a voting instruction form or electronically through the relevant 
Clearing System. 
    For the purposes of issuing a block voting instruction or a voting 
certificate, Notes must be blocked in an account with the relevant Clearing 
System to, or to the order of, and to the satisfaction of either Paying Agent, 
not later than 48 hours (being Wednesday, 11 June, 2003 at 5 p.m. (London 
time)) before the time for which the Meeting is convened.  Notes so blocked 
will not be released until the first to occur of (i) the conclusion of the 
Meeting (or, if applicable any adjourned such Meeting) and (ii) the surrender 
of the voting certificate or, not less than 48 hours before the time for which 
the Meeting (or, if applicable, any adjourned such meeting) is convened, the 
voting instruction receipt issued in respect thereof by such Paying Agent, and 
the giving of notice by the Paying Agent to the Company of the necessary 
amendment to the block voting instruction, subject in each case to the 
requirements of the relevant Clearing System. 
 
    Quorum 
    The quorum required at the Meeting is one or more persons present holding 
voting certificates or being proxies and holding or representing in the 
aggregate a clear majority in principal amount of the Notes for the time being 
outstanding.  If a quorum is not present at the Meeting, the Meeting will be 
adjourned and the Resolution will be considered at an adjourned Meeting 
(notice of which will be given to the Noteholders).  At any such adjourned 
Meeting the quorum will be one or more persons present holding voting 
certificates or being proxies (whatever the principal amount of the Notes so 
held or represented by them). 
 
    Voting 
    Every question submitted to the Meeting will be decided on a show of hands 
unless a poll is duly demanded by the chairman of the Meeting, the Company, 
the P&O Princess Guarantor, the Trustee or any person present holding a voting 
certificate or being a proxy (whatever the principal amount of the Notes so 
held or represented by him).  On a show of hands, every person who is present 
in person and who produces a voting certificate or is a proxy will have one 
vote, and on a poll every person who is so present shall have one vote in 
respect of each 1 pound in principal amount of Notes so represented by the 
voting certificate so produced or in respect of which he is a proxy.  In case 
of equality of votes, the chairman of the Meeting shall both on a show of 
hands and on a poll have a casting vote in addition to the vote(s) (if any) to 
which he may be entitled as a holder of a voting certificate or as a proxy. 
    To be passed, an Extraordinary Resolution requires a majority in favour of 
the Resolution consisting of not less than three-fourths of the votes cast.  
If passed at the Meeting, the Resolution will be binding on all Noteholders, 
whether or not they were present at such Meeting and whether or not voting.   
    Unless the Meeting is inquorate or adjourned for any other reason so that 
an adjourned Meeting is necessary, the results of the Meeting will be 
published in the Financial Times (European edition) within 14 days following 
the date of the Meeting. 
 
    Noteholders should contact the following for further information on voting 
at the Meeting: 
 
                            Principal Paying Agent 
                                HSBC Bank plc 
                         Mariner House, Pepys Street 
                               London EC3N 4DA 
                                        
                Contact:  BPA Desk, Issuer Services Operations 
                         Telephone:  [phone] 
                            Fax:  [phone] 
                                        
                              Other Paying Agent 
          Dexia Banque Internationale a Luxembourg, societe anonyme 
                               69, route d'Esch 
                              L-2953 Luxembourg 
                                        
                     Contact:  Fiscal & Listing Agencies 
                          Telephone:  [phone] 
                             Fax:  [phone] 
 
                                  Euroclear 
                    Contact:  Corporate Actions Department 
                          Telephone:  [phone] 
                             Fax:  [phone] 
                                        
                           Clearstream, Luxembourg 
                         Contact:  Custody Operations 
                         Telephone:  [phone] 
                            Fax:  [phone] 
 
    This Notice is given by: 
    CARNIVAL plc  
    5 Gainsford Street, London SE1 2NE 
     
    Dated: 23 May, 2003  
     
     
SOURCE  Carnival  plc 
    -0-                             05/23/2003 
    /CONTACT:  BPA Desk, Issuer Services Operations, +011-44-20-7260-6702, or 
fax, +011-44-20-7260-8932/ 
    /Web site:  http://www.carnivalcorp.com/ 
    (CCL)