Carnival Corp Ltd

This advisory proposal asks shareholders to cast a non-binding vote approving the design and outcomes of Carnival’s executive compensation program as disclosed in the proxy. Management seeks this endorsement as part of the company’s regular governance engagement and to confirm alignment between pay and performance. The company’s 2025 program retained a quantitative, performance-based design—mixing short-term cash bonuses tied largely to Normalized Adjusted Operating Income and HESS metrics and multi-year performance restricted stock units (PBS) tied to operating profitability, adjusted ROIC, relative TSR and GHG intensity—plus time-based RSUs (TBS) for retention. The Compensation Committees increased target pay in 2025 to approach market median, shifted a portion toward equity and incorporated relative TSR for longer-term alignment. The board reports a strong 2025 financial performance (record revenues and operating income) and a formulaic annual bonus payout of ~186.9% of target, supporting management’s view that pay outcomes reflect realized performance. The board recommends a FOR vote to signal shareholder support for the pay framework and to continue the current pay-for-performance approach. Voting FOR helps management validate the incentive structure; a significant vote AGAINST would likely prompt further shareholder engagement and potential design adjustments by the Compensation Committees in future cycles.

This non-binding UK advisory resolution requests shareholder approval of the Carnival plc Directors’ Remuneration Report, which comprises the Compensation Discussion & Analysis and the audited remuneration disclosures for the year. The company is required under UK law to present this Report to plc shareholders for an advisory vote; management seeks endorsement to demonstrate investor acceptance of the remuneration policies applied and the pay outcomes delivered. The Remuneration Report discloses the Compensation Committees’ rationale: a predominantly quantitative, performance-based structure in 2025; modest increases in target compensation to move toward market median; and multi-year PBS metrics designed to align pay with normalized operating performance, capital efficiency, relative TSR and GHG reductions. The Compensation Committees report that they consulted with shareholders during the year and retained independent consultants; they also report that 2025 executive bonus and equity outcomes reflect the company’s strong financial performance. The board recommends a FOR vote, viewing shareholder approval as an important governance signal. A negative result would prompt further engagement and could require refinements to elements of the remuneration framework in subsequent cycles as the Committees consider investor feedback and calibrate incentive metrics and targets.

This resolution delegates to the Carnival plc Audit Committee the legal authority to set the audit fees for Deloitte LLP as Carnival plc’s statutory auditor, in line with UK company law practice. Management seeks this authorization because UK corporate practice commonly empowers the audit committee to agree auditor remuneration, preserving auditor independence from executive management while ensuring the fees reflect the scope of work. The Audit Committee has oversight of auditor selection, pre-approval of audit and permitted non-audit services, and annually reviews auditor independence and effectiveness; delegating fee-setting to that Committee is consistent with those responsibilities. The board recommends FOR to complete the standard UK corporate governance process and to allow prompt negotiation and payment of appropriate audit fees. From a governance perspective, this approach centralizes auditor remuneration decisions with the committee charged with audit oversight, minimizing conflicts of interest and ensuring the committee can adjust fees in response to changes in audit scope, regulatory requirements, or market conditions.

This proposal asks shareholders to formally receive Carnival plc’s annual accounts and the accompanying Directors’ and auditor’s reports for the fiscal year ended November 30, 2025, as required by the Companies Act. Management presents these documents to shareholders to satisfy statutory reporting obligations and to provide transparency about the company’s financial performance, principal risks, governance and strategic progress. While shareholder 'receipt' is largely a procedural act under UK law (and not an approval of content), it provides a formal mechanism for shareholders to acknowledge that they have been presented with audited financial statements and related governance disclosures. The board recommends FOR because receipt is a routine but necessary step in the annual reporting cycle and reflects the board’s responsibility to present audited results to owners. Given the dual-listed structure, the combined reporting and the robust audit committee oversight, the proposal supports the company’s commitment to statutory compliance and investor transparency; shareholders opposed would need to raise specific substantive concerns through engagement rather than by withholding receipt.

This ordinary-resolution proposal asks shareholders to renew a routine authority granting the board the flexibility to issue new Carnival plc ordinary shares or rights to subscribe/convert into shares up to prescribed nominal limits (one-third of issued capital for general allotments and up to two-thirds for pre-emptive offers, consistent with typical UK practice) through the date of the next AGM (or July 16, 2027). Management seeks this authority to preserve capacity for ordinary corporate actions such as employee share plans, capital raising (including rights issues), and other strategic financing needs without needing to call a shareholder meeting each time. The proposal explicitly permits customary adjustments, handling of treasury shares and fractional entitlements, and follows Investment Association guidance on limits and pre-emption policy. The board recommends FOR because the authority maintains flexibility in corporate finance and capital allocation execution, while remaining subject to the safeguards described in the resolution and the Committees’ oversight. In the DLC context, the directors emphasize that any use of the authority would be undertaken mindful of combined shareholder interests and customary shareholder protections; shareholders seeking to restrict dilution retain the ability to withhold approval or to consider the specific use of any authority when exercised. Approving this resolution is standard practice for UK-listed issuers to ensure operational agility for financing and employee-compensation purposes.

This special-resolution proposal seeks shareholder authorization to disapply statutory pre-emption rights (the default right of existing shareholders to maintain pro rata ownership on cash issuances) for allotments for cash up to a 10% nominal limit of issued capital, plus a conditional additional 2% for follow-on offers in accordance with the Pre-Emption Group’s Statement of Principles. Management requests the authority (conditioned on Proposal 17 passing) to provide the board practical flexibility to issue shares for cash in transactions where a full pre-emptive offer is impractical or where tactical follow-on placings to support capital-raising or strategic transactions are appropriate. The board proposes customary safeguards: adherence to Investment Association guidance, limitation to 10% (plus 2% follow-on), and a commitment to follow the Statement of Principles. The board recommends FOR, arguing it balances flexibility for capital markets activity with investor protections, including the limited 2% top-up only for follow-on offers. In the DLC context the board highlights that combined shareholder interests will be considered and special resolution approval (75% threshold) ensures a higher shareholder consensus before the power is granted. Approving the disapplication is standard for UK issuers seeking to maintain market agility while retaining customary pre-emption protections; rejection would constrain the company’s ability to execute certain cash issuances efficiently but shareholders retain the right to challenge specific uses when authorities are exercised.

This special-resolution asks shareholders to grant the company authority to repurchase up to 18,848,668 Carnival plc ordinary shares (approximately 10% of issued ordinary shares as of the reference date) in the open market, subject to prescribed minimum and maximum price limits and customary legal and market safeguards. Management seeks this buyback authority as a capital-allocation tool to return capital to shareholders, to manage capital structure, to offset dilution from employee equity programs, or to opportunistically repurchase shares when market conditions make it attractive. The resolution allows the board discretion to hold repurchased shares in treasury for reissue (for example, under employee share plans) or to cancel them, preserving future flexibility. The board recommends FOR, noting that any repurchase program would be exercised only after careful consideration of the company’s liquidity, growth investments, and prevailing market conditions and would be executed in compliance with applicable law and listing rules. Because the authority is time-limited to the next AGM (or July 16, 2027) and includes price caps, shareholders retain protection against opportunistic or abusive repurchases; rejecting the authority would remove a tool from management’s toolkit for active capital management.