Carnival (CCL) Proxy Filing summary

Executive summary

• Proposes unifying the dual listed company (DLC) structure under a single entity, with Carnival plc becoming a wholly-owned UK subsidiary and Carnival Corporation redomiciling from Panama to Bermuda as Carnival Corporation Ltd.

• Aims to simplify the corporate structure, create a single global share price, and consolidate liquidity into one class of shares listed on the NYSE.

• No changes to business strategy, operations, or management are expected; the UK will remain a core market.

• The Boards of Directors unanimously recommend shareholders vote in favor of the proposals.

• Transactions are expected to complete before the end of Q2 2026, subject to shareholder, regulatory, and court approvals.

Voting matters and shareholder proposals

• Shareholders will vote on the unification of the DLC structure, redomiciliation to Bermuda, adoption of new articles of association, and related governance changes.

• Proposals include termination of the Equalization Agreement, adoption of new corporate documents, and approval of the Scheme of Arrangement.

• Special meetings and a court meeting are scheduled for April 17, 2026, with detailed voting procedures for both Carnival Corporation and Carnival plc shareholders.

• Approval thresholds vary by proposal, with some requiring a simple majority and others a 75% supermajority.

Board of directors and corporate governance

• The current Boards of Directors and executive management will remain in place post-transaction.

• New governance documents for Carnival Corporation Ltd. and Carnival plc will be adopted, reflecting the unified structure and Bermuda law.

• Board size, director nomination, and election procedures are specified in the new bye-laws and articles.