REG-Carnival PLC: Results of the Court Meeting, Special Meetings and Annual General Meetings
20/04/2026 14:30
Results of the Court Meeting, Special Meetings and Annual General Meetings
MIAMI, April 20, 2026 -- Carnival
Corporation & plc (http://www.carnivalcorp.com/)
(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 Abstain 3
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:
1 All
percentages have been rounded to the nearest two decimal places.
2 Resolutions
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.
3 An
"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
(http://www.carnivalcorp.com/)
.carnivalcorp.com (http://www.carnivalcorp.com/)
, www.aida.de ,
www.carnival.com
, www.
costacruise (http://www.costacruises.com/)
s
(http://www.costacruises.com/) .
(http://www.costacruises.com/) com
(http://www.costacruises.com/) ,
www.cunard.com ,
www.hollandamerica.com ,
www.pocruises.com ,
www.princess.com and
www.seabourn.com
.
Carnival Corporation Investor Relations Contact
Beth Roberts, Carnival Corporation,
ir@carnival.com
Carnival Corporation Media Contacts
Jody Venturoni, Carnival Corporation,
jventuroni@carnival.com
Janna Rowell, Carnival Corporation,
jrowell@carnival.com
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