Carnival PLC - Results of the Court Meeting, Special Meetings and Annual General Meetings
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Carnival PLC20 Apr, 2026, 13:15 GMT
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 |
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 .carnivalcorp.com , www.aida.de , www.carnival.com , www. costacruise s . 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
