Carnival PLC - Results of the Court Meeting, Special Meetings and Annual General Meetings

Carnival PLC - Results of the Court Meeting, Special Meetings and Annual General Meetings

PR Newswire

LONDON, United Kingdom, April 20

Results of the Court Meeting, Special Meetings and Annual General Meetings

MIAMI, April 20, 2026 -- Carnival Corporation & plc(NYSE/LSE: CCL; NYSE: CUK) announces that, in connection with the proposed unification of its dual-listed company structure and redomiciliation of Carnival Corporation from Panama to Bermuda, the Carnival plc Court Meeting, the Carnival plc General Meeting and the Carnival Corporation Extraordinary General Meeting (together with the Carnival plc General Meeting, the "Special Meetings") took place on Friday, April 17, 2026, in Miami, Florida. A live video broadcast was hosted at the Carnival plc headquarters in Southampton.

At the Carnival plc Court Meeting, the requisite majority of Scheme Shareholders voted in favor of the resolution to approve the Scheme, and all resolutions recommended by the Boards of Directors were passed at the Special Meetings. Further details of the voting results are set out below.

In addition, Carnival Corporation & plc held their annual shareholders' meetings on Friday, April 17, 2026, in Miami, Florida, with a live video broadcast hosted at the Carnival plc headquarters in Southampton. All resolutions recommended by the Boards of Directors were passed at the annual shareholders' meetings .

Voting results of the Carnival plc Court Meeting

The table below sets out the results of the poll at the Carnival plc Court Meeting. Each Scheme Shareholder present, either in person or by proxy, was entitled to one vote for each Scheme Share held at the Voting Record Time.

	Scheme Shareholders who voted*		Scheme Shares voted		Number of Scheme Shares voted as a percentage of Scheme Shares entitled to vote on the Scheme**
	Number	Percentage**	Number	Percentage**
FOR	1,362	81.46	67,041,711	94.97	45.88
AGAINST	310	18.54	3,547,156	5.03	2.43
TOTAL***	1,658*	100.00	70,588,867	100.00	48.30

Notes:

* Where a Scheme Shareholder cast some of their votes "FOR" and some of their votes "AGAINST" the resolution, such Scheme Shareholder has been counted as having voted both "FOR" and "AGAINST" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.

** All percentages have been rounded to the nearest two decimal places.

*** The aggregate of Scheme Shareholders voting "FOR" and "AGAINST" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 14 registered members gave instructions for votes to be cast "FOR" the resolution in respect of part of their holding of Scheme Shares and "AGAINST" the resolution in respect of another part of their holding of Scheme Shares.

Voting results of the Carnival plc General Meeting

The table below sets out the results of the poll at the Carnival plc General Meeting.

	Resolution	For		Against		Total votes cast	Abstain3
		Number	% 1	Number	% 1
1.	To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement 2	66,565,512	94.98	3,521,673	5.02	70,087,185	67,076
2.	To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme and the DLC Unification and Redomiciliation Transactions	66,563,262	94.98	3,516,007	5.02	70,079,269	73,994
3.	To adopt the new articles of association of Carnival plc with effect from the passing of the resolution	67,030,797	95.66	3,043,260	4.34	70,074,057	79,205
4.	To adopt the new articles of association of Carnival plc with effect from the Scheme becoming effective 2	67,029,551	95.66	3,042,890	4.34	70,072,441	80,821
5.	To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda 2	66,945,596	95.54	3,127,705	4.46	70,073,301	79,961
6.	To adopt the Carnival Corporation Ltd. Bye-Law that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda 2	67,034,634	95.66	3,038,064	4.34	70,072,698	80,565

Voting results of the Carnival Corporation Extraordinary General Meeting

The table below sets out the results of the poll at the Carnival Corporation Extraordinary General Meeting.

	Resolution	For		Against		Total votes cast	Abstain
		Number	% 1	Number	% 1
1.	To approve the DLC Unification and Redomiciliation Transactions including, with effect from the Scheme of Arrangement becoming effective, the termination of the Equalization Agreement 2	835,160,437	98.83	9,912,466	1.17	845,072,903	832,029
2.	To authorize the Boards of Directors of Carnival Corporation and Carnival plc to take all action necessary and appropriate for implementing the Scheme of Arrangement and the DLC Unification and Redomiciliation Transactions	835,200,441	98.83	9,926,661	1.17	845,127,102	777,830
3.	To adopt the new articles of association of Carnival plc with effect from the passing of the resolution	840,469,601	99.45	4,650,756	0.55	845,120,357	784,575
4.	To adopt the new articles of association of Carnival plc with effect from the Scheme becoming effective 2	840,439,003	99.45	4,670,284	0.55	845,109,287	795,645
5.	To adopt the Memorandum of Continuance that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda 2	840,526,859	99.45	4,618,753	0.55	845,145,612	759,320
6.	To adopt the Carnival Corporation Ltd. Bye-Law that will take effect upon the redomiciliation of Carnival Corporation from Panama to Bermuda 2	840,570,711	99.46	4,598,130	0.54	845,168,841	736,091

Notes:

1All percentages have been rounded to the nearest two decimal places.

2Resolutions 1, 4, 5 and 6 are class rights actions. Each of these resolutions were approved by the requisite majorities of Carnival plc Shareholders and Carnival Corporation Shareholders voting separately (and excluding the holder of the Carnival plc special voting share and the holder of the Carnival Corporation special voting share). The number of votes "FOR" and "AGAINST" resolutions that are class rights actions are therefore different and lower than the number of votes "FOR" and "AGAINST" resolutions that are joint electorate actions.

3An "Abstained" vote is not a vote in law and is not counted in the calculation of the proportion of votes "FOR" or "AGAINST" the resolution.

Voting results of the Annual Shareholders' Meetings

The table below sets out the results of the polls conducted at the annual meetings of shareholders.

	Resolution	For		Against		Total votes cast	Abstain	Broker Non-Votes
		Number	% *	Number	%*
1.	To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.	885,002,049	96.59	31,232,814	3.41	916,234,863	682,207	144,365,254
2.	To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.	875,364,523	95.55	40,769,204	4.45	916,133,727	783,343	144,365,254
3.	To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc.	906,334,457	98.93	9,786,767	1.07	916,121,224	795,846	144,365,254
4.	To re-elect Nelda J. Connors as a Director of Carnival Corporation and as a Director of Carnival plc.	905,722,778	98.86	10,402,443	1.14	916,125,221	791,849	144,365,254
5.	To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.	907,516,980	99.06	8,613,066	0.94	916,130,046	787,024	144,365,254
6.	To re-elect Jeffrey J. Gearhart as a Director of Carnival Corporation and as a Director of Carnival plc.	911,045,968	99.45	5,066,698	0.55	916,112,666	804,404	144,365,254
7.	To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc.	898,488,541	98.07	17,635,989	1.93	916,124,530	792,540	144,365,254
8.	To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.	815,433,057	89.01	100,638,837	10.99	916,071,894	845,176	144,365,254
9.	To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.	835,320,505	91.18	80,762,636	8.82	916,083,141	833,929	144,365,254
10.	To re-elect Josh Weinstein as a Director of Carnival Corporation and as a Director of Carnival plc.	900,871,675	98.33	15,262,559	1.67	916,134,234	782,836	144,365,254
11.	To re-elect Randall Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.	829,916,228	90.59	86,159,361	9.41	916,075,589	841,481	144,365,254
12.	To hold a (non-binding) advisory vote to approve executive compensation.	879,051,088	96.75	29,497,346	3.25	908,548,434	8,368,636	144,365,254
13.	To hold a (non-binding) advisory vote to approve the Carnival plc Directors' Remuneration Report (in accordance with legal requirements applicable to UK companies).	883,294,017	97.22	25,278,501	2.78	908,572,518	8,344,552	144,365,254
14.	To appoint Deloitte LLP as independent auditor of Carnival plc and to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation.	1,057,700,041	99.81	2,000,000	0.19	1,059,700,041	1,582,283	144,365,254
15.	To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditor of Carnival plc (in accordance with legal requirements applicable to UK companies).	1,057,519,943	99.78	2,285,498	0.22	1,059,805,441	1,476,883	144,365,254
16.	To receive the accounts and reports of the Directors and auditor of Carnival plc for the year ended November 30, 2025 (in accordance with legal requirements applicable to UK companies).	1,052,393,969	99.85	1,587,384	0.15	1,053,981,353	7,300,971	144,365,254
17.	To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).	1,034,070,171	97.58	25,658,516	2.42	1,059,728,687	1,553,637	144,365,254
18.	To approve, subject to Proposal 17 passing, the disapplication of pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc (in accordance with customary practice for UK companies).	1,049,666,989	99.09	9,658,081	0.91	1,059,325,070	1,957,255	144,365,254
19.	To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buyback programs).	1,053,498,983	99.80	2,151,546	0.20	1,055,650,529	5,631,795	144,365,254

Note:

*All percentages have been rounded to the nearest two decimal places.

Expected timetable

The expected timetable of principal events remains unchanged from that set out on pages viii and ix of the combined shareholder document referred to below. The Court Hearing to sanction the Scheme is expected to be held on May 1, 2026, and further details will be published on the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk on the day prior to the Court Hearing.

Subject to the satisfaction or (where capable of waiver) waiver of the relevant conditions, including the Court sanction of the Scheme of Arrangement (without modification or with modification on terms agreed by Carnival Corporation & plc), the Scheme of Arrangement is expected to become effective on May 7, 2026.

In accordance with UK Listing Rule 6.4.2R, copies of all resolutions passed at the Carnival plc General Meeting and copies of all resolutions (other than those concerning ordinary business) passed at the Carnival plc Annual General Meeting -will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalized terms used but not otherwise defined in this announcement have the meanings given in the combined shareholder document dated February 27, 2026, comprising a registration statement on Form S-4 and a joint definitive proxy statement in compliance with Regulation 14A of the U.S. Securities Exchange Act of 1934 and section 897 of the UK Companies Act 2006.

About Carnival Corporation & plc
Carnival Corporation & plc is the largest global cruise company and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises and Seabourn.

For more information, please visit www.carnivalcorp.com, www.aida.de, www.carnival.com, www.costacruises.com, www.cunard.com, www.hollandamerica.com, www.pocruises.com, www.princess.comand www.seabourn.com.

Carnival Corporation Investor Relations Contact

Beth Roberts, Carnival Corporation, [e-mail]

Carnival Corporation Media Contacts

Jody Venturoni, Carnival Corporation, [e-mail]

Janna Rowell, Carnival Corporation, [e-mail]