Excerpt from P&O Princess Cruises plc Annual Report on Form 20-F for year ended December 31, 2001 (pages
75 to 76)
Aida Cruises Sale and Purchase Agreement
On September 25, 2000, P&O Princess (substituted for P&O on October 23, 2000), P&O Princess Cruises
International Limited (“POPCIL”) (substituted for ACL Limited on October 31, 2001) and Arkona Touristik GmbH (which
entity has since been succeeded by Deutsche Seereederei GmbH by operation of law) (“DS”) entered into a sale and
purchase agreement under which POPCIL acquired the 49% shareholding in Aida Cruises Limited (“Aida Cruises”) not
already held by POPCIL from DS (“Aida Cruises Purchase Agreement”).
The consideration for this acquisition is as follows:
(i) On November 28, 2000 P&O Princess issued 11,366,415 ordinary shares in P&O Princess (“P&O Princess
Shares”) to DS.
(ii) On or before January 2, 2003, POPCIL must pay DS DM115 million less the amount of the aggregate value on
November 30, 2002 of all the shares issued to DS previously (as part consideration under this agreement) in cash
or, if DS so elects with the consent of POPCIL, by procuring the allotment to DS of such number of P&O
Princess Shares as is derived by dividing the amount to be paid in DM by the average of the DM trading prices of
the P&O Princess Shares during the 40 trading days preceding November 30, 2002; and
Mr. Horst Rahe, one of the non-executive Directors of P&O Princess, has a beneficial interest in the P&O Princess
Shares issued under sub-paragraph (i) above.
The Aida Cruises Purchase Agreement provides that if there is a change of control or liquidation of P&O Princess,
then DS is entitled to accelerate the payment of the total outstanding balance of the consideration referred to in sub-
paragraphs (ii) and (iii) above by serving notice on POPCIL. DS is also entitled to accelerate such payment in the
event that P&O Princess or POPCIL materially breaches the non-compete or non-solicitation restricti