DEF 14A of Carnival Corp Ltd., Feb 28, 2025

DEF 14A of Carnival Corp Ltd.

Filed Feb 28, 2025 · FY20240001104659-25-018754

Open on EDGAR

  1. JOSH WEINSTEIN

    | 77 | Potential Payments Upon Termination or Change of Control | | 80 | U.S. CEO Pay Ratio | | 80 | Pay versus Performance | | 85 | AUDIT MATTERS | | 85 | Proposal 15―Appointment of the Independent Auditor of Carnival plc and Ratification of Selection of Independent Registered Public Accounting Firm of Carnival Corporation | | 85 | Proposal 16―Authorization to Determine the Remuneration of Independent Auditor of Carnival plc | | 86 | Report of the Audit Committees | | 88 | Independent Registered Public Accounting Firm | | 89 | OTHER PROPOSALS | | 89 | Proposal 17―Receipt of Accounts and Reports of Carnival plc | | 90 | Proposal 18―Approval of the Grant of Authority to Allot New Carnival plc Shares | | 90 | Proposal 19―Approval of the Disapplication of Pre-Emption Rights Applicable to Carnival plc | | 93 | Proposal 20―Approval of the Amendment to the Carnival Corporation 1993 Employee Stock Purchase Plan | | 97 | QUESTIONS AND ANSWERS | | 97 | Questions Applicable to All Shareholders | | 104 | Questions Specific to Shareholders of Carnival Corporation | | 108 | Questions Specific to Shareholders of Carnival plc | | 110 | NON-GAAP FINANCIAL MEASURES—RECONCILIATION TO GAAP | | A-1 | ANNEX A―CARNIVAL PLC DIRECTORS’ REPORT | | B-1 | ANNEX B―CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT (PART II) | | C-1 | ANNEX C―CARNIVAL PLC CORPORATE GOVERNANCE REPORT | | D-1 | ANNEX D―AMENDMENT TO THE CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN |

  2. 2025 Nominees for Re-Election to the Boards

    2025 Nominees for Re-Election to the Boards The DLC arrangement requires the Boards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election or re-election of Directors to each Board. There are 11 nominees for re-election to each Board of Directors. Each nominee currently serves as a Director of both companies, and each nominee is standing for re-election having been most recently elected at the 2024 Annual Meetings of Shareholders. All Board nominees are to be re-elected to serve until the next Annual Meetings of Shareholders or until their successors are elected. All of the nominees have indicated that they will be willing and able to serve as Directors. With respect to each Board nominee set forth below, the information presented includes such person’s age, the year in which such person first became a Director, any other position held with Carnival Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years, the nominee’s qualifications, including particular areas of expertise, to serve as a Director and the reasons why their contributions are, and continue to be, important to our long-term sustainable success.

  3. 2025 Nominees for Re-Election to the Boards

    | | Accordingly, the Boards of Directors unanimously recommend a vote FOR the re-election of each of the Director nominees. |

  4. 2025 Nominees for Re-Election to the Boards

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  5. DIRECTOR SKILLS AND QUALIFICATIONS

    DIRECTOR SKILLS AND QUALIFICATIONS The N&G Committees endeavor to ensure that our Boards are composed of Directors who collectively bring a wide variety of business backgrounds, experiences, skills and perspectives that provide relevant strategic and operating insight and contribute to the Boards’ ability to effectively oversee our business strategy. The following table describes certain experiences, qualifications and skills that the Boards have identified as important to carrying out our business strategy and allowing the Boards to effectively fulfill their responsibilities. The attribution of skills to Director nominees reflects careful consideration of each nominee’s professional history and experience in the context of relevance to the Boards’ defined set of priority skills and qualifications.

  6. DIRECTOR SKILLS AND QUALIFICATIONS

    | Experiences, Competencies & Skills | Director Qualifications for Possessing the Skill | Director Nominees with this Skill | | Travel, Leisure & Hospitality | Experience in relevant industries such as travel, tourism, leisure and hospitality provides a deep understanding of our business strategy, operations and key markets | | | Maritime & Health, Safety and Environmental (“HSE”) | Experience in the maritime industry and relevant health, safety and environment matters, provides a critical understanding of our strategic, operating, health and safety, and environmental sustainability priorities | | | CEO / Senior Leadership | Experience serving as a public company CEO or other senior leadership role can hone skills in core management areas—such as strategic planning, financial reporting, compliance, risk management and leadership development—providing valuable practical understanding of complex organizations | | | International Perspective | Leadership experience in organizations that operate across diverse and evolving political systems, economic conditions, and cultures provides valuable perspectives for oversight of the risks and opportunities within Carnival’s extensive international business operations | | | Finance & Accounting | Expertise in finance, capital markets and financial reporting processes enables our Directors to effectively monitor and assess our operating and strategic performance and capital allocation approach, and ensure accurate financial reporting and robust controls | | | Corporate Governance | Public company board experience provides insight into new and alternative practices which informs our commitment to excellence in corporate governance and helps ensure that the Boards are functioning as an effective and cohesive oversight body with independent perspectives | | | Strategy, Operations & Risk Management | Experience identifying, managing and mitigating key strategic and operational risks—such as competition, regulatory compliance, brand integrity, cybersecurity, human capital and sustainability—promotes effective oversight of our material risks and opportunities and contributes to effective oversight of strategy in a variety of operating environments | | | Media, Marketing & Retail | Experience developing and overseeing media, marketing and retail strategies provides the Boards with valuable insight into how to most impactfully reach consumers and other stakeholders | |

  7. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  8. DIRECTOR SKILLS AND QUALIFICATIONS

    | Experiences, Competencies & Skills | Director Qualifications for Possessing the Skill | Director Nominees with this Skill | | Technology & Cybersecurity | Experience understanding and managing information technology and cybersecurity matters is increasingly important to mitigate risks to our business, and helps our team address innovation and competitiveness in a rapidly evolving technological age | | | Government, Legal & Regulatory | Experience in government or legal services allows the Boards to develop their long-term strategies by incorporating current and potential changes in public policy and regulation relevant to our business and operations | |

  9. DIRECTOR SKILLS AND QUALIFICATIONS

    | Experiences, Qualifications & Skills | Arison | Weinstein | Band | Cahilly | Connors | Deeble | Gearhart | Lahey | Subotnick | Weil | Weisenburger | | Travel, Leisure & Hospitality | | | | | | | | | | | | | Maritime & HSE | | | | | | | | | | | | | CEO / Senior Leadership | | | | | | | | | | | | | International Perspective | | | | | | | | | | | | | Finance & Accounting | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | Strategy, Operations & Risk Management | | | | | | | | | | | | | Media, Marketing & Retail | | | | | | | | | | | | | Technology & Cybersecurity | | | | | | | | | | | | | Government, Legal & Regulatory | | | | | | | | | | | |

  10. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  11. DIRECTOR SKILLS AND QUALIFICATIONS

    | MICKY ARISON | | | | AGE 75 | | Carnival Corporation Director since 1987 | | Chair of the Board of Carnival Corporation since 1990 | | Carnival plc Director since 2003 | | Chair of the Board of Carnival plc since 2003 | | COMMITTEES • None |

  12. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Developed a comprehensive understanding of all aspects of our global business strategy, operations, key markets, regulatory landscape, and the maritime and travel and leisure industries through decades of executive and Board experience, including as our former Chief Executive Officer • Significant leadership experience has given Mr. Arison unique insight into important functions such as our financing, shipbuilding, risk management, human capital management, marketing strategies, and health, safety and environment that are important to enabling successful execution of our strategic priorities and ongoing operations • Played a critical role in the development and evolution of our corporate governance practices to support the most effective oversight of our strategy through tenure as Chair of our Boards CAREER HIGHLIGHTS • Carnival Corporation & plc ◦ Chair of the Board of Directors, Carnival Corporation (1990 to present) ◦ Chair of the Board of Directors, Carnival plc (2003 to present) ◦ Chief Executive Officer, Carnival Corporation (formerly known as Carnival Cruise Lines) (1979 to 2013) ◦ Chief Executive Officer, Carnival plc (2003 to 2013) OTHER PUBLIC COMPANY BOARDS • None |

  13. DIRECTOR SKILLS AND QUALIFICATIONS

    | SIR JONATHON BAND | | | | AGE 75 | | INDEPENDENT Carnival Corporation Director since 2010 | | INDEPENDENT Carnival plc Director since 2010 | | COMMITTEES • Compliance • HESS • N&G |

  14. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Gained substantial experience in maritime and security matters through 42 years of service with the British Navy, contributing to expansive understanding of our global operations, physical and technological security considerations, human capital matters, risk management and regulatory landscape. • Direct experience in the maritime industry and in-depth knowledge of our operations position Sir Jonathon to effectively chair the HESS Committees and provide oversight of sustainability, health and safety risks and compliance with related legal and regulatory requirements • Current and previous experience serving on boards of public companies with international operations provides Sir Jonathon with deep corporate governance experience in a global context CAREER HIGHLIGHTS • The British Navy ◦ First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy (2006 to 2009, when he retired) ◦ Admiral and Commander-in-Chief Fleet (2002 to 2006) ◦ Served as a naval officer in increasing positions of authority (1967 to 2002) OTHER PUBLIC COMPANY BOARDS • None PRIOR COMPANY BOARDS • Harland & Wolff Group Holdings plc (2021 to August 2024) • Survitec Group (2015 to 2019) • Lockheed Martin UK Limited (2010 to 2015) |

  15. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  16. DIRECTOR SKILLS AND QUALIFICATIONS

    | JASON GLEN CAHILLY | | | | AGE 54 | | INDEPENDENT Carnival Corporation Director since 2017 | | INDEPENDENT Carnival plc Director since 2017 | | COMMITTEES • Audit • Compensation |

  17. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Brings over 25 years of experience in senior leadership and public and private company board roles, including as Chief Strategic and Financial Officer of the National Basketball Association (the “NBA”) and as Goldman Sachs’ Global Co-Head of Media and Telecommunications • Direct experience in global technology, media, communications, entertainment, sports, leisure, and finance sectors • Deepens our Boards’ understanding and oversight of global strategy, financial and risk management, technology, legal, regulatory, human capital management and corporate governance matters CAREER HIGHLIGHTS • Dragon Group LLC and its affiliates, a private firm that provides capital and business management consulting and advisory services worldwide ◦ Chief Executive Officer (2017 to present) • The NBA, a North American professional basketball league ◦ Chief Strategic & Financial Officer (2013 to 2017) • Goldman Sachs & Co., a global investment banking, securities and investment management firm ◦ Partner; Global Co-Head of Media and Telecommunications; Head of Principal Investing for Technology, Media & Telecommunications (“TMT”); Co-Head of TMT Americas Financing Group; and other roles of increasing responsibility (2000 to 2012) OTHER PUBLIC COMPANY BOARDS • Corsair Gaming, Inc. (2018 to present) PRIOR COMPANY BOARDS • NBA China (2013 to 2017) |

  18. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  19. DIRECTOR SKILLS AND QUALIFICATIONS

    | NELDA J. CONNORS | | | | AGE 59 | | INDEPENDENT Carnival Corporation Director since 2024 | | INDEPENDENT Carnival plc Director since 2024 | | COMMITTEES • HESS |

  20. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Over 25 years of senior executive experience in diverse and heavily regulated industries provides Ms. Connors comprehensive understanding of strategy, risk management, regulatory matters, health and safety, and complex operations across different markets • Strong financial acumen and financial reporting skills developed through leadership of an independent investment firm and public company executive roles contribute to our Boards’ oversight of financial matters • Extensive experience overseeing corporate governance, strategy and risk, human capital management, and regulatory considerations in a public company context gained through service on public company boards, including in key committee leadership roles CAREER HIGHLIGHTS • Pine Grove Holdings, LLC, a privately held investment company ◦ Chair and Chief Executive Officer (2011 to present) • Atkore International Inc. (formerly the Electrical and Metal Products division of Tyco International), a global manufacturer of electrical, safety and infrastructure solutions ◦ President and Chief Executive Officer (2008 to 2011) • Eaton Corporation, a global electrical and automotive supplier ◦ Vice President (2002 to 2008) OTHER PUBLIC COMPANY BOARDS • ConocoPhillips (September 2024 to present) • Otis Worldwide Corporation (2022 to present) • Zebra Technologies Corporation (2022 to present) PRIOR COMPANY BOARDS • Baker Hughes Company (2020 to May 2024) • Boston Scientific Corporation (2009 to May 2024) • BorgWarner Inc. (2020 to 2022) • Enersys (2017 to 2021) • Delphi Technologies PLC (2017 to 2020) • CNH Industrial N.V. (2020) • Echo Global Logistics, Inc. (2013 to 2020) |

  21. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  22. DIRECTOR SKILLS AND QUALIFICATIONS

    | HELEN DEEBLE | | | | AGE 63 | | INDEPENDENT Carnival Corporation Director since 2016 | | INDEPENDENT Carnival plc Director since 2016 | | COMMITTEES • Compensation • HESS |

  23. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Over 30 years of strategic, financial and operational leadership experience in the global maritime, logistics and travel industries provide Ms. Deeble with deep insight into our key markets, risk management, financing activities, and human capital management in a maritime environment • Contributes to the Boards’ oversight of financial and accounting matters and regulatory compliance as a certified UK Chartered Accountant and former senior executive • Service on public company and advisory boards provides Ms. Deeble with additional expertise in corporate governance, the maritime industry, sustainability, supply chain and regulatory matters CAREER HIGHLIGHTS • P&O Ferries Division Holdings Ltd., a pan-European shipping and logistics business ◦ Chief Executive Officer (2006 to 2017) ◦ Chief Operating Officer (2004 to 2006) ◦ Chief Financial Officer (1998 to 2003) • UK Chamber of Shipping, the UK shipping industry trade association ◦ Vice President; President (2011 to 2013) • Awarded Commander of the Order of the British Empire for services to shipping (2013) • Stena Line UK, a European passenger and freight operator ◦ Senior finance roles including Chief Financial Officer (1993 to 1998) OTHER PUBLIC COMPANY BOARDS • CMO Group PLC (2021 to present) PRIOR COMPANY BOARDS OR ENGAGEMENTS • Member of the Supervisory Board, the UK Chamber of Shipping (2011 to 2023) • Non-Executive Director, the Port of London Authority (2014 to 2020) • Board member of Standard P&I Club, an insurance mutual representing ship owners globally to manage insurance costs over the long term (2014 to 2018) • Board member and member of the regulatory committee of Interferry, a trade organization for ferry operators globally |

  24. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  25. DIRECTOR SKILLS AND QUALIFICATIONS

    | JEFFREY J. GEARHART | | | | AGE 60 | | INDEPENDENT Carnival Corporation Director since 2020 | | INDEPENDENT Carnival plc Director since 2020 | | COMMITTEES • Compliance • HESS |

  26. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Contributes deep understanding of global legal, regulatory and compliance matters gained from roles leading the governance and legal organizations at Walmart and as a national law firm partner, which also supports effective oversight of compliance with all laws, regulations and policies applicable to us • Substantial experience managing financial, strategic, compliance and regulatory risks in a global organization contributes to our Boards’ understanding and oversight of key risks and their impact on our strategy • Brings strong corporate governance expertise developed in the Corporate Secretary and senior leadership roles at Walmart and through service as a public company Board member CAREER HIGHLIGHTS • Walmart, Inc., a global retailer ◦ Executive Vice President, Global Governance and Corporate Secretary, responsible for oversight of Walmart Inc.’s global legal, compliance, ethics and security and investigation functions, among others (2012 to 2018) ◦ Executive Vice President, General Counsel and Corporate Secretary (2010 to 2012) ◦ Executive Vice President, General Counsel (2009 to 2010) ◦ Senior Vice President and Deputy General Counsel (2007 to 2009) ◦ Vice President and General Counsel, Corporate Division (2003 to 2007) • Kutak Rock LLP, a national law firm ◦ Partner, Corporate Securities and Mergers and Acquisitions (1998 to 2003) OTHER PUBLIC COMPANY BOARDS • Bank OZK (2018 to present) |

  27. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  28. DIRECTOR SKILLS AND QUALIFICATIONS

    | KATIE LAHEY | | | | AGE 74 | | INDEPENDENT Carnival Corporation Director since 2019 | | INDEPENDENT Carnival plc Director since 2019 | | COMMITTEES • HESS • N&G |

  29. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Extensive experience in the maritime, travel, tourism, leisure, and hospitality industries in corporate, industry association and government roles bolsters our Boards’ collective industry expertise and ability to navigate strategic opportunities and challenges • Brings meaningful insights into human capital management, succession planning and global talent acquisition and development through experience leading a leadership and talent firm • Developed a rich understanding of media and marketing, including the particular concerns of the tourism and transportation sectors, through her leadership of the Business Council of Australia and other roles, which supports the Boards’ oversight of our business and marketing strategies CAREER HIGHLIGHTS • Korn Ferry Australasia, a leadership and talent firm ◦ Non-Executive Chair (2019) ◦ Executive Chair (2011 to 2019) • The Tourism and Transport Forum Australia, a tourism and transportation industry group ◦ Chair (2015 to 2018) • Carnival Australia, a division of Carnival plc ◦ Executive Chair (2006 to 2013) • Business Council of Australia, an association of chief executives of leading companies ◦ Chief Executive (2001 to 2011) • Additional roles as Chief Executive of the State Chamber of Commerce (1995 to 2001); Chief Executive of the Sydney City Council (1992 to 1995); and Chair & Chief Executive Officer of the Victorian Tourism Commission (1989 to 1992) INDUSTRY RECOGNITION • Member of the Order of Australia, for her significant services to business and commerce and the arts (2013) • Awarded a Centenary Medal, for her contributions to Australian society in the area of business leadership (2003) OTHER PUBLIC COMPANY BOARDS • None PRIOR PUBLIC COMPANY BOARDS • The Star Entertainment Group Limited (2012 to 2022) |

  30. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  31. DIRECTOR SKILLS AND QUALIFICATIONS

    | STUART SUBOTNICK | | | | AGE 83 | | INDEPENDENT Carnival Corporation Director since 1987 | | INDEPENDENT Carnival plc Director since 2003 | | COMMITTEES • Audit • Compliance • N&G |

  32. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Deep industry insights gained from decades of executive leadership at a global media and marketing conglomerate comprising communications, hospitality and entertainment businesses contribute to our Boards’ oversight of our business and marketing strategies • Expertise in financing, investing and corporate transactions strengthens our Boards’ ability to effectively oversee our financial, capital allocation and associated risks • Experience establishing and growing multiple public and private companies in diverse U.S. and international markets also included significant experience in corporate governance, talent development and succession planning insights CAREER HIGHLIGHTS • Metromedia Company, a privately held diversified Delaware general partnership ◦ President and Chief Executive Officer (2010 to present) ◦ General Partner and Executive Vice President (1986 to 2010) • Helped establish, acquire, take public, and operate several companies with national and international presence including Metromedia International Group, Orion Pictures, AboveNet and Big City Radio OTHER PUBLIC COMPANY BOARDS • None PRIOR PUBLIC COMPANY BOARDS • AboveNet, Inc. (1997 to 2012) |

  33. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  34. DIRECTOR SKILLS AND QUALIFICATIONS

    | LAURA WEIL | | | | AGE 68 | | INDEPENDENT Carnival Corporation Director since 2007 | | INDEPENDENT Carnival plc Director since 2007 | | COMMITTEES • Audit • Compensation • Compliance |

  35. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Over 25 years of executive and operational experience with an emphasis on digital transformation and e-commerce strategies at multi-national businesses strengthens our Boards’ oversight of our business and go-to market strategies • Gained valuable experience leading transformational technology initiatives in several prior roles, including management of cybersecurity matters, which bolsters our Boards’ ability to understand and address risks and opportunities related to technology and cybersecurity • Developed financial acumen during her tenure as an investment banker and senior executive that helps our Boards effectively oversee financial reporting and controls CAREER HIGHLIGHTS • Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms ◦ Founder and Managing Partner (2015 to present) • New York & Company, Inc., a women’s apparel and accessories retailer ◦ Executive Vice President and Chief Operating Officer (2012 to 2014) • Ashley Stewart LLC, a privately held women’s apparel retailer ◦ Chief Executive Officer (2010 to 2011) • Urban Brands, Inc., a privately held apparel retailer ◦ Chief Executive Officer (2009 to 2010) • AnnTaylor Stores Corporation, a women’s apparel retailer ◦ Chief Operating Officer and Senior Executive Vice President (2005 to 2006) • American Eagle Outfitters, Inc., a global apparel retailer ◦ Chief Financial Officer and Executive Vice President (1995 to 2005) OTHER PUBLIC COMPANY BOARDS • Global Fashion Group, S.A. (2019 to present) • Pearl Holdings Acquisition Corp. (2021 to present) PRIOR PUBLIC COMPANY BOARDS • Christopher & Banks Corporation (2016 to 2019) |

  36. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  37. DIRECTOR SKILLS AND QUALIFICATIONS

    | JOSH WEINSTEIN | | | | AGE 50 | | Carnival Corporation Director since 2022 | | Carnival plc Director since 2022 | | COMMITTEES • None |

  38. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Deep understanding of our business, strategic priorities, material risks and the cruise industry from 20-year track record in critical and senior roles with us • Direct experience managing major operational functions and leading one of our operating units enable Mr. Weinstein to effectively lead our day-to-day operations and inform our Boards of important developments • Developed expertise in global operations, finance, marketing, legal, human capital management and developing business strategy through current and prior roles with us CAREER HIGHLIGHTS • Carnival Corporation & plc ◦ President, CEO and Chief Climate Officer (2022 to present) ◦ Chief Operations Officer (2020 to 2022) ◦ President, Carnival UK (2017 to 2020) ◦ Treasurer (2007 to 2017) ◦ Assistant General Counsel (2003 to 2007) ◦ Associate General Counsel (2002 to 2003) OTHER PUBLIC COMPANY BOARDS • None |

  39. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2025 Nominees for Re-Election to the Boards |

  40. DIRECTOR SKILLS AND QUALIFICATIONS

    | RANDY WEISENBURGER | | | | AGE 66 | | INDEPENDENT Carnival Corporation Director since 2009 | | INDEPENDENT Carnival plc Director since 2009 | | Presiding Director and Senior Independent Director | | COMMITTEES • Compensation • Compliance • HESS • N&G |

  41. DIRECTOR SKILLS AND QUALIFICATIONS

    | KEY EXPERIENCE AND QUALIFICATIONS • Brings substantial executive leadership and global operational skills and a relevant understanding of advertising and marketing to our Boards through his experience at Omnicom and as an executive of several Wasserstein Perella portfolio companies • Financial and investing skills and expertise developed at Mile 26 Capital and Omnicom enhance our Boards’ ability to evaluate our operating and strategic performance and oversee financial matters • Extensive experience with global regulatory and compliance matters, as well as compensation, talent development and succession planning, gained from leadership of Omnicom which operates numerous individual agencies around the world CAREER HIGHLIGHTS • Mile 26 Capital LLC, a private investment firm ◦ Managing Member (2014 to present) • Omnicom Group Inc., a publicly-traded global media, marketing and communications company ◦ Executive Vice President and Chief Financial Officer (1998 to 2014) • Wasserstein Perella, a boutique investment bank ◦ Founding member; President and Chief Executive Officer of the firm’s merchant banking subsidiary, Wasserstein & Co. (1988 to 1998) OTHER PUBLIC COMPANY BOARDS • Corsair Gaming, Inc. (2020 to present) • MP Materials Corp (2020 to present) • Valero Energy Corporation (2011 to present) |

  42. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | Board and Committee Governance |

  43. Board and Committee Governance

    Board and Committee Governance

  44. BOARD MEETINGS

    BOARD MEETINGS During the year ended November 30, 2024, the Board of Directors of each of Carnival Corporation and Carnival plc held a total of 5 meetings. Each Carnival Corporation Director and each Carnival plc Director attended either telephonically or in person at least 75% of all Carnival Corporation & plc Boards of Directors meetings and applicable Board Committee meetings held during the period that he or she served in fiscal 2024. All Directors then serving attended the 2024 Annual Meetings of Shareholders.

  45. BOARD LEADERSHIP STRUCTURE

    BOARD LEADERSHIP STRUCTURE Our Boards of Directors are led by our executive Chair, Mr. Arison. The CEO position is currently separate from the Chair. The Boards maintain the flexibility to determine whether the roles of Chair and CEO should be combined or separated, based on what they believe is in the best interests of Carnival Corporation & plc at a given point in time. We believe that the separation of the Chair and CEO positions is an appropriate corporate governance practice for us at this time, and that having Mr. Arison as our executive Chair enables Carnival Corporation & plc and the Boards to continue to benefit from Mr. Arison’s skills and expertise, including his extensive knowledge of our business. Our Non-Executive Directors, all of whom are independent, meet privately in executive session at least quarterly. The Presiding Director leads those meetings and also acts as the Senior Independent Director under the UK Corporate Governance Code. In addition, the Presiding Director serves as the principal liaison to the Non-Executive Directors, reviews and approves meeting agendas for the Boards and reviews meeting schedules. Our Non-Executive Directors, acting in executive session, elected Randy Weisenburger as the Presiding Director and Senior Independent Director. Mr. Weisenburger brought to those roles significant board leadership experience, including as the Chair of our Compensation Committees, familiarity with our Board processes and company structures as a seasoned member of several of our Board committees, and extensive skills and experience gained as a senior executive of a large multi-national corporation and a director (current and former) of other public and private companies. The structure of our Boards facilitates the continued strong communication and coordination between management and the Boards and enables the Boards to fulfill their risk oversight responsibilities, as further described below.

  46. BOARD LEADERSHIP STRUCTURE

    | Governance and Board Matters | | Board and Committee Governance |

  47. BOARD COMMITTEES

    BOARD COMMITTEES The Boards delegate various responsibilities and authority to different Board Committees. The Board Committees regularly report on their activities and actions to the full Boards. The Board of Directors of each of Carnival Corporation and Carnival plc has established standing Board Committees, which are each comprised of the same Directors for each company, as follows:

  48. BOARD COMMITTEES

    | | Audit | | Health, Environmental, Safety and Security | | | Compensation | | Nominating & Governance | | | Compliance | | |

  49. BOARD COMMITTEES

    Each Board Committee periodically reviews its charter in light of new developments in applicable regulations and may make additional recommendations to the Boards to reflect evolving best practices. Committee charters are available at: www.carnivalcorp.com/governance and www.carnivalplc.com/governance. Each Board Committee can engage outside experts, advisors and counsel to assist the Board Committee in its work. As of January 27, 2025, the Board Committee members are as follows:

  50. BOARD COMMITTEES

    | | | Carnival Corporation & plc Board Committees | | | | | | Name | Independent | Audit | Compensation | Compliance | HESS | N&G | | Micky Arison | | | | | | | | Sir Jonathon Band | | | | | | | | Jason Glen Cahilly | | | | | | | | Nelda J. Connors | | | | | | | | Helen Deeble | | | | | | | | Jeffrey J. Gearhart | | | | | | | | Katie Lahey | | | | | | | | Sara Mathew* | | | | | | | | Stuart Subotnick | | | | | | | | Laura Weil | | | | | | | | Josh Weinstein | | | | | | | | Randy Weisenburger | | | | | | |

  51. BOARD COMMITTEES

    | | Committee Chair | | Committee Member | | Executive Chair | | Presiding Director and Senior Independent Director | | Audit Committee financial expert |

  52. BOARD COMMITTEES

    | Governance and Board Matters | | Board and Committee Governance |

  53. BOARD COMMITTEES

    | | AUDIT COMMITTEES |

  54. BOARD COMMITTEES

    | MEMBERS | | | | • Laura Weil, Chair • Jason Glen Cahilly • Sara Mathew* • Stuart Subotnick | | QUALIFICATIONS • The Board of Directors of Carnival Corporation has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules. • In addition, the Board of Directors of Carnival plc has determined that each member of the Audit Committees is “independent” and had “recent and relevant financial experience” for the purposes of the UK Corporate Governance Code. • The Boards determined that each member of the Audit Committees has sufficient knowledge in reading and understanding our financial statements to serve on the Audit Committees. | |

  55. BOARD COMMITTEES

    | FY2024 MEETINGS: 8 | | KEY RESPONSIBILITIES The Audit Committees assist the Boards in their general oversight of: • integrity of our financial statements; • performance of our internal audit functions, including process and control effectiveness and efficiencies and investigations relating to asset misappropriation, corruption and ethics, and financial or non-financial manipulation; • independent auditors’ qualifications, effectiveness, objectivity, independence and performance; and • relevant elements of our risk management programs, including risk management related to financial, information technology, cybersecurity and non-HESS related operational risks, as well as monitoring changes to and compliance with related legal and regulatory requirements. The Audit Committees are also responsible for the appointment, retention, compensation and oversight of the work of our independent auditor and our independent registered public accounting firm. FOR ADDITIONAL INFORMATION The responsibilities and activities of the Audit Committees are described in greater detail in “Report of the Audit Committees” and the Audit Committees’ charter. |

  56. BOARD COMMITTEES

    Ms. Mathew has made the decision not to seek re-election and will step down from the Boards and their Committees with effect from the conclusion of the 2025 Annual Meetings of Shareholders, at which time the size of the Boards will be reduced to 11 members.

  57. BOARD COMMITTEES

    | Governance and Board Matters | | Board and Committee Governance |

  58. BOARD COMMITTEES

    | | COMPENSATION COMMITTEES |

  59. BOARD COMMITTEES

    | MEMBERS | | | | • Randy Weisenburger, Chair • Jason Glen Cahilly • Helen Deeble • Laura Weil | | QUALIFICATIONS • The Boards of Directors have determined that each member of the Compensation Committees is independent. | |

  60. BOARD COMMITTEES

    | FY2024 MEETINGS: 6 | | KEY RESPONSIBILITIES The Compensation Committees have authority for: • reviewing and determining salaries, incentive compensation and other matters related to the compensation of our Executive Officers, Executive Directors and other members of senior management; • overseeing the administration of our equity incentive plans, including reviewing and granting equity-based grants to our Executive Officers and other employees, and our employee stock purchase plans; • making recommendations to the Boards with respect to incentive compensation and equity-based plans, and the compensation of the Non-Executive (non-employee) Directors, including equity-based compensation; • overseeing and approving Directors’ remuneration policies; and • overseeing assessment of whether there are material risks associated with our employee compensation structure, policies and programs. FOR ADDITIONAL INFORMATION For more information on the responsibilities and activities of the Compensation Committees, including the Committees’ processes for determining executive compensation, see “Compensation Discussion and Analysis” and “Executive Compensation” sections and the Compensation Committees’ charter. |

  61. BOARD COMMITTEES

    | Governance and Board Matters | | Board and Committee Governance |

  62. BOARD COMMITTEES

    | | COMPLIANCE COMMITTEES |

  63. BOARD COMMITTEES

    | MEMBERS | | | | • Jeffrey J. Gearhart, Chair • Randy Weisenburger • Sir Jonathon Band • Stuart Subotnick • Laura Weil | | QUALIFICATIONS • The Boards of Directors have determined that each member of the Compliance Committees is independent. | |

  64. BOARD COMMITTEES

    | FY2024 MEETINGS: 4 | | KEY RESPONSIBILITIES The Compliance Committees assist the Boards with oversight of activities that are designed to promote (a) ethical conduct, (b) a high level of integrity, and (c) compliance with laws, regulations and policies applicable to us. The Compliance Committees also: • provide functional oversight of our Global Ethics and Compliance Department (“Global E&C”); • oversee our risk management processes with respect to compliance with laws and regulations relating to general compliance and privacy, including Global E&C’s activities supporting a high level of ethics and integrity; • review the results of any internal or external audits and investigations relating to significant business ethics and compliance matters; • review results of compliance with our Code of Business Conduct and Ethics and the Business Partner Code of Conduct, conflict of interest disclosures, and mitigation plans to manage significant ethics-related risks; • review and oversee policies and procedures for confidential submission, receipt, retention and treatment of complaints and concerns (other than those related to accounting, internal accounting controls and auditing matters); and • promote accountability of senior management with respect to ethics and compliance matters. FOR ADDITIONAL INFORMATION For more information on the responsibilities and activities of the Compliance Committees, see the Compliance Committees’ charter. |

  65. BOARD COMMITTEES

    | Governance and Board Matters | | Board and Committee Governance |

  66. BOARD COMMITTEES

    | | HESS COMMITTEES |

  67. BOARD COMMITTEES

    | MEMBERS | | | | • Sir Jonathon Band, Chair • Nelda J. Connors • Helen Deeble • Jeffrey J. Gearhart • Katie Lahey • Randy Weisenburger | | QUALIFICATIONS • The Boards of Directors have determined that each member of the HESS Committees is independent. | |

  68. BOARD COMMITTEES

    | FY2024 MEETINGS: 4 | | KEY RESPONSIBILITIES The HESS Committees assist the Boards with supervising and monitoring HESS and sustainability policies, programs, initiatives at sea and onshore, and compliance with HESS and sustainability-related legal and regulatory requirements. The HESS Committees also: • review and recommend HESS and sustainability policies, procedures, practices and training, and oversee compliance with such policies, procedures and practices; • review and recommend appropriate policies, procedures, practices and training relative to sustainability reporting; • oversee risk management related to significant HESS and sustainability risks or exposures; and • provide functional oversight of our Incident Analysis Group (“IAG”). FOR ADDITIONAL INFORMATION For more information on the responsibilities and activities of the HESS Committees, see the HESS Committees’ charter. |

  69. BOARD COMMITTEES

    | | N&G COMMITTEES |

  70. BOARD COMMITTEES

    | MEMBERS | | | | • Stuart Subotnick, Chair • Sir Jonathon Band • Katie Lahey • Randy Weisenburger | | QUALIFICATIONS • The Boards of Directors have determined that each member of the Nominating & Governance Committees is independent. | |

  71. BOARD COMMITTEES

    | FY2024 MEETINGS: 4 | | KEY RESPONSIBILITIES The N&G Committees: • assist the Boards by identifying individuals qualified to become Board members and recommend nominees for appointment and/or election to the Boards and their Committees; • make recommendations to the Boards regarding the size and composition of the Boards and their Committees; • review and assess the effectiveness of our Corporate Governance Guidelines, including compliance with our overboarding policy; • exercise oversight of the evaluation of the Boards, their Committees and individual Directors; • maintain orientation programs for new Directors and continuing education programs for all Directors; and • engage in succession planning for the Boards, their Committees, and Chief Executive Officer. FOR ADDITIONAL INFORMATION For more information on the responsibilities and activities of the N&G Committees, see “Nominations of Directors” and “Procedures Regarding Director Candidates Recommended by Shareholders” sections and the N&G Committees’ charter. Additional information with respect to Carnival plc’s corporate governance practices during fiscal 2024 is included in the Carnival plc Corporate Governance Report attached as Annex C to this Proxy Statement. |

  72. BOARD COMMITTEES

    | Governance and Board Matters | | Board and Committee Governance |

  73. CODE OF BUSINESS CONDUCT AND ETHICS

    | Governance and Board Matters | | Non-Executive Director Compensation |

  74. Non-Executive Director Compensation

    Non-Executive Director Compensation

  75. Non-Executive Director Compensation

    | Annual Compensation | | |

  76. Non-Executive Director Compensation

    | Additional Annual Cash Retainers ($) | | | Presiding Director & Senior Independent Director | 50,000 | | Chair of a Board Committee | 30,000 | | Committee Member | 10,000 |

  77. Non-Executive Director Compensation

    During fiscal 2024, our Non-Executive Directors were entitled to receive an annual cash retainer of $110,000 per year, equity incentive compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement or other benefits to our Non-Executive Directors. Effective in the second quarter of 2024, the Presiding Director received an additional retainer of $50,000 per annum ($25,000 in 2023). In addition, each Non-Executive Director who served as Chair or a member of a Board Committee received an additional $30,000 or $10,000, respectively, as compensation for such service on each Board Committee. The additional retainer for service as a member of a Board Committee was introduced effective in the second quarter of 2024. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors. The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group of Non-Executive Directors. To that end, the Compensation Committees review non-executive director pay levels and compensation practices of certain other publicly-listed companies on an annual basis with the assistance of their Compensation consultant to ensure our Non-Executive Director compensation program is competitive. Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers are prorated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service. Non-Executive Directors receive annual restricted share grants under the Carnival Corporation 2020 Stock Plan. The Boards of Directors approved a restricted share grant for each Non-Executive Director re-elected at the 2024 Annual Meetings of Shareholders with a grant value equal to $195,000. Accordingly, on April 8, 2024 a grant of 12,141 Carnival Corporation restricted shares was made to each Non-Executive Director based on the grant value divided by the average of the closing prices of a Carnival Corporation share over a 10-business day period ending on the date of grant ($16.06). The 2024 annual restricted share grants under the Carnival Corporation 2020 Stock Plan are released from restriction in April 2027 (and are not forfeitable provided the Director has served at least a full year). Restricted shares granted have the same rights with respect to dividends and other distributions as all

  78. Non-Executive Director Compensation

    | Governance and Board Matters | | Non-Executive Director Compensation |

  79. Non-Executive Director Compensation

    other outstanding shares of Carnival Corporation common stock. Generally, Non-Executive Directors will receive their annual grants initially upon their appointment or election to the Boards and subsequently at the time of their election or annual re-election to the Boards. During fiscal 2024, the Compensation Committees undertook a review of Non-Executive Director pay that included benchmarking against the peer group companies. Following the review conducted in 2024, the Compensation Committees did not recommend any pay changes to be applied to the 2025-2026 Board year.

  80. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024 The following table details the total compensation earned by our Directors in fiscal 2024, other than Mr. Weinstein, who is a Named Executive Officer. Mr. Weinstein’s compensation is reflected in the “Summary Compensation Table,” which follows the “Compensation Discussion and Analysis” section. Directors who are employed by us do not receive additional compensation for their services as members of the Boards of Directors.

  81. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Grants(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | Micky Arison | ― | ― | 127,357 | 127,357 | | Sir Jonathon Band | 155,000 | 190,128 | ― | 345,128 | | Jason Glen Cahilly | 125,000 | 190,128 | ― | 315,128 | | Nelda J. Connors | 78,479 | 190,128 | ― | 268,607 | | Helen Deeble | 125,000 | 190,128 | ― | 315,128 | | Jeffrey J. Gearhart | 147,500 | 190,128 | ― | 337,628 | | Katie Lahey | 125,000 | 190,128 | ― | 315,128 | | Sara Mathew | 117,500 | 190,128 | ― | 307,628 | | Stuart Subotnick | 155,000 | 190,128 | ― | 345,128 | | Laura Weil | 155,000 | 190,128 | ― | 345,128 | | Randy Weisenburger | 206,250 | 190,128 | ― | 396,378 |

  82. DIRECTOR COMPENSATION FOR FISCAL 2024

    (1) Represents the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation restricted shares made in fiscal 2024, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 8, 2024, each of the Non-Executive Directors received a grant of 12,141 restricted shares based on the average of the closing prices of a share of Carnival Corporation common stock over a 10-business day period ending the date of grant ($16.06); however, ASC 718 requires us to use the grant date closing price of a share of Carnival Corporation common stock ($15.66) for purposes of disclosing the grant date value of restricted share grants in this table. The restrictions on the shares granted in 2024 lapse on April 21, 2027. The restrictions on the shares granted to Non-Executive Directors also lapse upon the death or disability of the Director and are not forfeited if a Director ceases to be a Director for any other reason after having served as a Director for at least one year. All of the Non-Executive Directors who received grants served for all of fiscal 2024. None of the Directors hold stock options. The aggregate number of Carnival Corporation and Carnival plc restricted shares held at November 30, 2024 were as follows:

  83. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Governance and Board Matters | | Non-Executive Director Compensation |

  84. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Restricted Shares (#) | | Micky Arison | 0 | | Sir Jonathon Band | 40,338 | | Jason Glen Cahilly | 40,338 | | Nelda J. Connors | 12,141 | | Helen Deeble | 40,338 | | Jeffrey J. Gearhart | 40,338 | | Katie Lahey | 40,338 | | Sara Mathew | 37,943 | | Stuart Subotnick | 40,338 | | Laura Weil | 40,338 | | Randy Weisenburger | 40,338 |

  85. DIRECTOR COMPENSATION FOR FISCAL 2024

    (3) Benefits provided to Mr. Arison as executive Chair include private medical health insurance costs ($61,493), driver and security ($31,373), automobile lease or allowance ($19,891), and the following other benefits ($14,600 in total): automobile repair and expenses; payments to cover premiums on certain benefits and associated tax gross up; accidental death or dismemberment, disability and life insurance premiums, and spousal meals. The total value of benefits received by each Non-Executive Director was less than $10,000.

  86. CARNIVAL PLC NON-EXECUTIVE DIRECTOR COMPENSATION

    CARNIVAL PLC NON-EXECUTIVE DIRECTOR COMPENSATION Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2024 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

  87. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Set forth below is information concerning the share ownership as of January 13, 2025 of: • each of our Directors and Director nominees; • each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement; and • all Directors and Executive Officers as a group. The number of shares beneficially owned by each entity, person, Director, Director nominee or Executive Officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 14, 2025 (being 60 days after January 13, 2025) through the vesting of RSUs.

  88. DIRECTORS AND EXECUTIVE OFFICERS

    | Name and Address of Beneficial Owners or Identity of Group(1) | Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock* | Percentage of Carnival Corporation Common Stock (%) | Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares | Percentage of Carnival plc Ordinary Shares (%) | Percentage of Combined Voting Power** (%) | | Micky Arison | 85,670,611(2)(3) | 7.3 | 0 | ― | 6.5 | | Sir Jonathon Band | 65,789 | *** | 0 | ― | *** | | David Bernstein | 153,996(4) | *** | 0 | ― | *** | | William Burke | 76,853(4) | *** | 0 | ― | *** | | Jason Glen Cahilly | 69,388 | *** | 0 | ― | *** | | Nelda J. Connors | 12,141 | *** | 0 | ― | *** | | Helen Deeble | 72,097 | *** | 0 | ― | *** | | Bettina Deynes | 23,813(5) | *** | 0 | ― | *** | | Jeffrey J. Gearhart | 61,651 | *** | 0 | ― | *** | | Katie Lahey | 66,639 | *** | 0 | ― | *** | | Sara Mathew | 37,943 | *** | 0 | ― | *** | | Enrique Miguez | 77,843(4) | *** | 0 | ― | *** | | Stuart Subotnick | 114,208 | *** | 0 | ― | *** | | Laura Weil | 113,405 | *** | 0 | ― | *** | | Josh Weinstein | 319,069(4) | *** | 0 | ― | *** | | Randy Weisenburger | 1,351,747(6) | *** | 0 | ― | *** | | All Directors and Executive Officers as a group (16 persons) | 88,287,194 | 7.6 | 0 | — | 6.7 |

  89. DIRECTORS AND EXECUTIVE OFFICERS

    As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing

  90. DIRECTORS AND EXECUTIVE OFFICERS

    | Share Ownership | | Share Ownership of Certain Beneficial Owners and Management |

  91. DIRECTORS AND EXECUTIVE OFFICERS

    shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares. ** As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company. *** Less than one percent. (1) The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178. (2) Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see “Principal Owners” table below. (3) Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts and (ii) 80,736,445 shares of common stock held by MA 1994 B Shares, L.P. (4) Includes time-based restricted stock units granted in 2023 and fiscal 2022 Management Incentive Plan-tied restricted stock units and performance-based restricted stock units granted in February 2023, all of which are scheduled to be released on February 18, 2025. (5) Includes time-based restricted stock units granted in 2022 and 2023 and fiscal 2022 performance-based restricted stock units granted in February 2023, all of which are scheduled to be released on February 18, 2025. (6) Includes 961,238 shares held by Mile 26 Capital LLC.

  92. Summary of Fiscal 2024 Named Executive Officer Compensation

    Summary of Fiscal 2024 Named Executive Officer Compensation Our fiscal 2024 executive compensation program continues to be predominantly quantitative. Consistent with our compensation philosophy and in response to investor feedback, our 2024 program continues to be significantly weighted towards quantitative performance-based elements, with the Management Incentive Plan (“MIP”) annual cash bonus and the long-term performance-based restricted stock unit (“PBS”) grant being fully at-risk and based on pre-established quantitative measures. We also continued the time-based long-term restricted stock unit (“TBS”) incentive to support retention objectives. The Compensation Committees strongly believe that this compensation and incentive structure creates the proper level of alignment between our performance and our long-term interests, and the interests of our shareholders and other stakeholders while also balancing the need to drive measured, well-informed, and long-term focused decision-making by senior leadership. Our 2024 compensation program includes: •

  93. Performance metrics for our 2024 annual cash bonus delivered through our MIP focus on Adjusted

    Performance metrics for our 2024 annual cash bonus delivered through our MIP focus on Adjusted Operating Income (80%) as the primary performance measure with the remainder focused on critical environmental and safety initiatives (20%). The specific goals and metrics for the MIP annual cash bonus were established and approved by the Compensation Committees at the beginning of this measurement period, as described in more detail below. • Structure of our 2024 equity-based incentive program: • PBS (performance-based share) grants, weighted at 70%, designed to support our return to profitable growth by measuring adjusted Earnings Before Interest and Taxes, Depreciation and Amortization (“EBITDA”) per adjusted lower berth days (“ALBD”), adjusted ROIC and carbon intensity reductions for fiscal years 2024, 2025 and 2026. TBS (time-based share) grants, weighted at 30%, to support our retention objectives by providing for annual vesting over a three-year period subject to continued employment.

  94. Performance metrics for our 2024 annual cash bonus delivered through our MIP focus on Adjusted

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  95. Performance metrics for our 2024 annual cash bonus delivered through our MIP focus on Adjusted

    | Fiscal 2024 Named Executive Officer Compensation Overview | | | | | | Pay Element | Form of Payment | Performance Period | Description of Pay Element | Commentary | | Base Salary | Cash | One year | Provides compensation based on level of responsibility, performance, and other market factors | • Reviewed annually | | MIP Annual Cash Bonus | Cash | One year | Performance Metrics and Weighting: • Adjusted Operating Income (80%) • HESS (20%) • Safe & Compliant ships • Safe and Healthy Passengers & Crew • Protecting the Environment Additional Detail: • Payout will range from 0 to 200% of target • Focuses performance on our critical priority areas | • Continued the mix of pre-established metrics based on our primary financial performance measurement and critical sustainability initiatives | | Long-Term Incentive | PBS (Performance-Based Share Grants) | Three years | Performance Metrics and Weighting: • Adjusted EBITDA per ALBD (65%) • Adjusted ROIC (25%) • Carbon Intensity Reduction (10%) Additional Detail: • Subject to a three-year measurement period • Cliff vests based on attainment of performance goals following the end of the three-year performance period with a payout range of 0 to 200% of target | • Continued a structure based on multiple pre-established quantifiable metrics measured over a multi-year period that is designed to align with shareholder interests and our long-term success | | | TBS (Time-Based Share Grants) | Three years | • Vest annually in equal installments over a three-year period subject to continued employment • Balances the need to retain our executive team and motivate them to responsibly drive profitable growth | • Encourages retention and addresses shareholder feedback |

  96. Performance metrics for our 2024 annual cash bonus delivered through our MIP focus on Adjusted

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  97. INDEPENDENT COMPENSATION CONSULTANTS

    INDEPENDENT COMPENSATION CONSULTANTS The Compensation Committees have engaged FW Cook (together with its UK affiliated firm, FIT Remuneration Consultants LLP (“FIT”)) to assist in their annual review of our executive and Director compensation programs. The Compensation Committees believe that FW Cook and FIT provided objective advice to the Compensation Committees. FW Cook and FIT provide no other services to Carnival Corporation & plc and have no other connections with Carnival Corporation & plc or individual Directors. During fiscal 2024, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees. In accordance with New York Stock Exchange listing rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook and FIT and their consultants are independent after taking into consideration the factors set forth in the listing rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s and FIT’s work raised no conflicts of interest.

  98. NAMED EXECUTIVE OFFICER COMPENSATION DESIGN, ELEMENTS AND PAY MIX

    NAMED EXECUTIVE OFFICER COMPENSATION DESIGN, ELEMENTS AND PAY MIX The compensation elements for our Named Executive Officers consist of: • base salary; • annual cash bonus; • equity-based incentive compensation; and • limited perquisites. In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such element on total compensation (and thus, each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by a Named Executive Officer when making an equity grant.

  99. BASE SALARIES

    BASE SALARIES Base salaries are intended to provide a level of fixed compensation that is reflective of each Named Executive Officer’s level of responsibility. Base salaries of our Named Executive Officers for fiscal 2024 are reported in the “Summary Compensation Table.” The Compensation Committees annually review each Named Executive Officer’s performance and may increase the base salary of a Named Executive Officer at their discretion if merited by performance, responsibilities, or other market factors necessary to attract and retain our executives. For fiscal 2024, the Compensation Committees approved increases to base salary for all Named Executive Officers effective March 1, 2024, in keeping with our philosophy to provide competitive pay that aligns with broader market benchmarking and to adjust for the discontinuation of profit share participation under the Carnival Corporation Fun Ship Non-Qualified Savings Plan. The latter adjustment was disclosed in our 2024 Proxy Statement and is also described in the “Nonqualified Deferred Compensation in Fiscal 2024” section of this Proxy Statement. In 2024, we changed our annual pay cycle for all global shoreside employees, including the Named Executive Officers, from December 1 to March 1. All affected employees, including the Named Executive Officers, received a one-time salary adjustment payment to bridge the gap created by the shift to a later base salary review cycle compared to prior years. Following these adjustments, all Named Executive Officer base salaries are nearer to, but still lower than, market median (based on the review of our peer group and compensation survey data).

  100. ANNUAL BONUSES

    ANNUAL BONUSES Annual cash bonuses for our Named Executive Officers are determined in accordance with the Carnival Corporation & plc MIP. The MIP is designed to focus the attention of our executives on achieving strong performance results against key business priorities and is a core component of our compensation program that supports our pay for performance philosophy.

  101. ANNUAL BONUSES

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  102. ANNUAL BONUSES

    For fiscal 2024, the Compensation Committees approved increases to the bonus targets for all Named Executive Officers in keeping with our philosophy to provide competitive pay that aligns with broader market benchmarking and to adjust for discontinuation of profit share participation under the Carnival Corporation Fun Ship Non-Qualified Savings Plan. The latter adjustment was disclosed in our 2024 Proxy Statement and is also described in the “Nonqualified Deferred Compensation in Fiscal 2024” section of this Proxy Statement. All Named Executive Officer target bonuses bring their total compensation nearer to, but still lower than, market median following this increase (based on the review of our peer group data). The target opportunities for fiscal 2024 for our Named Executive Officers are shown below. Actual payouts may range from 0% to 200% of the target bonus opportunity based on actual performance of our company.

  103. ANNUAL BONUSES

    | Name | 2023 Target Bonus ($) | 2024 Target Bonus ($) | | Josh Weinstein | 2,500,000 | 2,800,000 | | David Bernstein | 1,200,000 | 1,350,000 | | William Burke | 500,000 | 600,000 | | Bettina Deynes | 300,000 | 375,000 | | Enrique Miguez | 450,000 | 505,000 |

  104. MIP Annual Cash Bonus for 2024

    MIP Annual Cash Bonus for 2024 The 2024 MIP program approved by the Compensation Committees features quantifiable, preset annual performance metrics based on financial, operating, environmental sustainability and ethics and compliance goals tied to profitability and sustainable growth. For 2024, as we continued our strategic focus on profitability, the Compensation Committees approved the primary MIP performance metric of Adjusted Operating Income, with the balance of performance metrics focused on performance of environmental and safety initiatives, as described in more detail below. Additionally, as part of their personal annual appraisal, all Executive Officers are evaluated on performance against our stated core values, or “Culture Essentials.” For additional information on our Culture Essentials, please refer to the Carnival plc Corporate Governance Report (attached as Annex C) under “Workforce Engagement.”

  105. MIP Annual Cash Bonus for 2024

    | Summary of MIP Annual Cash Bonus Design for 2024 | | | The Compensation Committees approved performance metrics based entirely on preset targets that emphasize profitability and continued focus on key strategic environmental and safety objectives: | | | Metric | Weight | | Adjusted Operating Income | 80% | | HESS | 20% | | • Safe and Compliant Ships | | | • Safe and Healthy Passengers and Crew | | | • Protecting the Environment | |

  106. 2024 MIP Performance Metrics and Targets (Audited)

    2024 MIP Performance Metrics and Targets (Audited) Our 2024 MIP annual cash bonus design includes quantitative performance metrics addressing our key business priorities of profitability, health, environmental performance, compliance and safety. The following table is a summary of the performance goals used to determine the level of achievement associated with the adjusted Operating Income performance measure, as well as the actual results and payout. The adjusted Operating Income performance goals required meaningful growth over fiscal 2023 adjusted Operating Income1 of $1,887 million to achieve the target payout. The final adjusted Operating Income result was $129 million above our maximum goal. 1 Adjusted Operating Income is a non-GAAP measure. A reconciliation to the most comparable GAAP measure can be found under “Non-GAAP Financial Measures—Reconciliation to GAAP.”

  107. 2024 MIP Performance Metrics and Targets (Audited)

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  108. 2024 MIP Performance Metrics and Targets (Audited)

    | Adjusted Operating Income (80%) | Threshold | Target | Maximum | 2024 Actual | | Adjusted Operating Income ($ in millions) | 2,590 | 3,060 | 3,440 | 3,569 | | Payout (%) of Target | 50 | 100 | 200 | 200 |

  109. 2024 MIP Performance Metrics and Targets (Audited)

    The HESS (Health, Environmental, Safety and Security) component of the MIP annual cash bonus, described in more detail below, measures our performance against established goals in each of our three identified HESS focus areas: safe and compliant ships, safe and healthy passengers and crew, and protecting the environment. The HESS MIP component comprised 20% of the 2024 MIP annual bonus. HESS is critical to the well-being of our passengers and crew, safe and effective operation of our ships, and stewardship of the environment. As a result, we designed the HESS component of the MIP to specifically emphasize the importance of HESS to management. The HESS MIP program was developed by our Chief Maritime Officer (“CMO”) using metrics based on international regulations and our HESS policies. The CMO developed the specific metrics that were reviewed and approved by the CEO, the HESS Committees and then by the Compensation Committees in establishing the 2024 MIP. The HESS component of the MIP reflects our HESS results and our proactive efforts to improve our HESS performance and that of the individual brands. The overall corporate performance is a weighted average of individual brand performance which is determined using a series of quantitative performance metrics across the three focus areas. The metrics are measurable and objective. More specifically, some metrics are based on performance achievement while others are based on completion of efforts designed to improve performance. This latter group of metrics supports a “prepare for future progress” philosophy. The quantitative performance metrics associated with our three focus areas are described in more detail below. For competitive reasons, we do not intend to disclose the specific metrics and targets beyond the details provided below. Each focus area is allocated a specific point potential, which, when added together, total 100 points. Payout for the HESS MIP component is based on the total points achieved for all three focus areas, with each total points score between threshold and maximum levels representing a payout percentage on the payout curve. The table below describes the points achieved in each focus area, the number of points required to achieve threshold, target and maximum payout percentage, and the actual results (total points and payout).

  110. 2024 MIP Performance Metrics and Targets (Audited)

    | HESS (20%) | Threshold | Target | Maximum | 2024 Actual | | Focus areas: | | | | | | • Safe and Compliant Ships (35-point potential) (30.0 points achieved) | 50 points | 70 points | 85 points or above | 76.6 points | | • Safe and Healthy Passengers and Crew (30-point potential) (20.5 points achieved) | | | | | | • Protecting the Environment (35-point potential) (26.1 points achieved) | | | | | | Payout (%) of Target | 50% | 100% | 200% | 144% |

  111. 2024 MIP Performance Metrics and Targets (Audited)

    The total points achieved for 2024 are associated with a payout of 144% as indicated above. Following an evaluation of the performance results, judgment was used to determine the final HESS payout. Significant individual HESS operational incidents were considered. For each brand, the CMO and CEO made a subjective evaluation of significant HESS incidents, focusing on those which could have been prevented. Considerations included number and severity of incidents. Based on this review, the CMO and CEO recommended to the Compensation Committees that the formulaic payout percentage associated with the “2024 Actual” points achieved shown above be adjusted to, and approved at, 136%.

  112. 2024 MIP Performance Metrics and Targets (Audited)

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  113. 2024 MIP Performance Metrics and Targets (Audited)

    The following is a description of the metrics included in each HESS focus area: Safe and Compliant Ships (35-point potential): consists of two performance metrics and two proactive metrics. The performance metrics are shipboard compliance audit results performed by our internal audit team and a series of safety metrics related to fire prevention, detection and suppression, and life-saving appliances. The proactive metrics are designed to improve future performance by measuring the deck, engineering, and environmental officer attendance at our training center (CSMART) and always achieving full crewing of deck, engineering, and environmental officers on all ships because these crew members are key to our HESS performance. Safe and Healthy Passengers and Crew (30-point potential): consists of several performance and trend metrics including guest and passenger injury rates, objective security measures, and internal and independent government public health inspection results. Protected Environment (35-point potential): consists of three environmental metrics that measure compliance with emission and discharge regulations. Carbon intensity reduction relative to assigned targets and use of lower emissions fuels completes the performance measures in this category.

  114. 2024 MIP Annual Cash Bonus Performance Results

    2024 MIP Annual Cash Bonus Performance Results The formula-based MIP annual cash bonus results for fiscal 2024 reflected our strong performance in fiscal 2024. Overall performance against the goals for our formula-based MIP annual cash bonus for the Named Executive Officers is 187.2%, as shown below. These goals are important indicators of our financial and operational success and recognize that Named Executive Officer performance far exceeded defined targets and expectations set at the beginning of 2024. The following table summarizes the results for each MIP performance goal, the overall MIP formula-based performance, and the final bonus amounts earned:

  115. 2024 MIP Annual Cash Bonus Performance Results

    | | Adjusted Operating Income | | | HESS | | | 2024 MIP Results | 2024 MIP Bonus Earned | | Name | 2024 Actual ($ in millions) | % of Target | Weighting | 2024 Actual | % of Target | Weighting | % of Target | ($) | | Josh Weinstein | 3,569 | 200 | 80% | 76.6 points | 136 | 20% | 187.2 | 5,241,600 | | David Bernstein | | | | | | | | 2,527,200 | | William Burke | | | | | | | | 1,123,200 | | Bettina Deynes | | | | | | | | 702,000 | | Enrique Miguez | | | | | | | | 945,360 |

  116. EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES

    EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES

  117. 2022 Earnings Recovery Alignment Performance Incentive Program

    2022 Earnings Recovery Alignment Performance Incentive Program The ERA program is a performance-based cash incentive established in early 2022 as a broad-based, one-time incentive to focus on business recovery and to promote retention during our post-pandemic return to service. As the world was getting back to normal in the wake of the pandemic, there were many opportunities for talented personnel. ERA was designed to incentivize continued dedication and focus on completing the return to service and business recovery. Recipients of the ERA were recommended by executive management and include all Named Executive Officers, other executives and employees throughout our global organization. ERA measures normalized adjusted EBITDA excluding the impact of fuel price, exchange rate fluctuations, and taxes related to fuel, carbon, or other climate related items, per ALBD at the end of fiscal 2024 as a percentage of fiscal 2019 adjusted EBITDA per ALBD. ERA performance is based upon the extent to which fiscal 2024 Normalized Adjusted EBITDA per ALBD meets or exceeds the following performance levels:

  118. 2022 Earnings Recovery Alignment Performance Incentive Program

    | Performance Level | Fiscal 2024 Normalized Adjusted EBITDA per ALBD | Normalized Adjusted EBITDA per ALBD for fiscal 2024 as % of fiscal 2019 | Payout % for Performance Achieved | | Threshold | 29.77 | 48% | 50% | | Target | 54.12 | 87% | 100% | | Maximum | 64.49 | 103% | 150% |

  119. 2022 Earnings Recovery Alignment Performance Incentive Program

    Our record setting performance in 2024 is reflected in the final ERA results. The goals for the program were chosen to incentivize a return to pre-pandemic levels of service, and the recipients of the ERA were essential to our strong recovery overall. In addition to achieving the financial goals, the program also was a successful in retaining 82% of recipients. The final fiscal 2024 normalized adjusted EBITDA per ALBD is 26% higher than the level required to achieve maximum payout.

  120. 2022 Earnings Recovery Alignment Performance Incentive Program

    | | ERA Results | | | 2024 ERA Earned | | Name | Fiscal 2024 Normalized Adjusted EBITDA per ALBD(2) ($) | Normalized Adjusted EBITDA per ALBD for fiscal 2024 as % of fiscal 2019 | Payout % for Performance Achieved | ($) | | Josh Weinstein | 69.80 | 129 | 150 | 7,500,000 | | David Bernstein | | | | 7,500,000 | | William Burke | | | | 7,500,000 | | Bettina Deynes | | | | 600,000 | | Enrique Miguez | | | | 3,000,000 |

  121. 2022 Earnings Recovery Alignment Performance Incentive Program

    (2) Normalized adjusted EBITDA per ALBD is a non-GAAP measure. A reconciliation to the most comparable GAAP measure can be found under “Non-GAAP Financial Measures—Reconciliation to GAAP.”

  122. 2024 Equity-Based Incentive Program

    2024 Equity-Based Incentive Program For 2024, the equity-based program remained majority performance-based with a focus on key profitability and carbon reduction measures, with time-based restricted stock units included to support our retention objectives.

  123. 2024 Equity-Based Incentive Program

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  124. Majority Performance-Based, Multi-Year Equity Program

    | Equity Mix | Compensation Committees’ Actions and Rationale | | | • Continued improvements in operating environment support maintenance of majority performance-based compensation, with time-based compensation intended to support retention objectives • PBS performance criteria measured against multi-year performance on Adjusted EBITDA per ALBD (65%), Adjusted ROIC (25%) and Carbon Intensity Reduction (10%) |

  125. 2024 Equity Compensation Targets

    2024 Equity Compensation Targets For fiscal 2024, the Compensation Committees approved increases to equity targets for all Named Executive Officers in connection with a review of their roles and responsibilities and market data for comparable roles. Equity targets for all Named Executive Officers are nearer to, but still lower than, market median following these increases (based on the review of our peer group data). 2024 equity compensation targets for each Named Executive Officer are as follows:

  126. 2024 Equity Compensation Targets

    | Named Executive Officer | PBS (70%) ($) | TBS (30%) ($) | Total Target Value ($) | | Josh Weinstein | 6,300,000 | 2,700,000 | 9,000,000 | | David Bernstein | 2,152,500 | 922,500 | 3,075,000 | | William Burke | 374,500 | 160,500 | 535,000 | | Bettina Deynes | 654,500 | 280,500 | 935,000 | | Enrique Miguez | 752,500 | 322,500 | 1,075,000 |

  127. 2024 PBS and TBS Equity Incentives

    2024 PBS and TBS Equity Incentives PBS grants represent 70% of our Named Executive Officers’ target equity incentive in our 2024 compensation program. The Compensation Committees approved Adjusted EBITDA per ALBD at constant currency and fuel (65%), Adjusted ROIC (25%), and Carbon Intensity Reduction (10%) as the performance metrics. These grants are subject to a three-year measurement period of fiscal 2024-2026, and cliff vest in 2027 based on attainment of performance goals following the end of the three-year performance period with a payout range of 0 to 200% of target. The specific performance targets will be disclosed after the end of the performance period in the 2026 Proxy Statement, as the Boards consider them strategic and commercially sensitive to disclose at this time. In January 2024, the Compensation Committees approved a PBS target value for each of our Named Executive Officers and certain other executives. Each target value was determined after consideration of recommendations received from our CEO (other than in respect of his own grant which was recommended by our Chair of the Compensation Committees), as well as reviewing the scope of each Named Executive Officer’s responsibilities, performance and long-term retention considerations. In April 2024, PBS grants were made based on the grant values approved in January 2024 and were converted into a target number of PBS based on the average of the closing prices of a share of Carnival Corporation common stock over a 10-business day period ending on April 8, 2024 (the effective date of grant), being $16.06. They will vest in April 2027, subject to certification of performance results. The PBS grants do not receive dividends or have voting rights. Each PBS is credited with dividend equivalents equal to the value of any cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares during the vesting period. The dividend equivalents, if any, will be distributed upon the vesting of the PBS. For 2024, the Compensation Committees also determined to provide 30% of the target equity incentive in the form of TBS grants to incentivize

  128. 2024 PBS and TBS Equity Incentives

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  129. 2024 PBS and TBS Equity Incentives

    retention and in consideration of shareholder feedback. These grants vest annually on a pro-rata basis over a three-year period. The final number of 2024 PBS and TBS is listed in the “Grants of Plan-Based Awards” table.

  130. POST-EMPLOYMENT COMPENSATION OBLIGATIONS

    POST-EMPLOYMENT COMPENSATION OBLIGATIONS Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our Named Executive Officers upon a change of control of Carnival Corporation & plc. Carnival Corporation & plc does not have employment agreements with any of our Named Executive Officers that provide cash severance benefits in connection with the termination of the executive’s employment. Mr. Burke and Ms. Deynes entered into Confidentiality Agreements and Restrictive Covenants providing that they are entitled to six months base salary as compensation for their confidentiality and further agreement not to engage in competition with us for a period of six months following their termination of employment. The Compensation Committees believe that the consideration provided to Mr. Burke and Ms. Deynes under these agreements is reasonable. Upon termination of employment for certain circumstances or upon a change of control, our Named Executive Officers may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2020 Stock

  131. POST-EMPLOYMENT COMPENSATION OBLIGATIONS

    Plan, however, the default provision upon a change in control would provide only for a “double trigger” acceleration of equity grants (such that no acceleration would occur unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the Carnival Corporation 2020 Stock Plan and the grant agreements. However, none of our Named Executive Officers are entitled to receive any tax gross-up payments in respect of their severance benefits or accelerated equity grants. The benefits that our Named Executive Officers may be eligible to receive in connection with the termination of their employment or upon a change of control are described in detail in the “Potential Payments Upon Termination or Change of Control” section. The Compensation Committees believe that these arrangements are reasonable and encourage executives to comply with post-termination non-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated.

  132. PEER GROUP CHARACTERISTICS

    PEER GROUP CHARACTERISTICS The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of their consultant. This annual market assessment consists of an analysis of executive pay at a group of publicly-listed peer companies. In July 2023, based on the recommendations of FW Cook, the Compensation Committees approved a new peer group listed below (the “Peer Group”), which was used when assessing the fiscal 2024 compensation for our Named Executive Officers. The Peer Group consists of 18 publicly-listed companies from diverse industries and is designed to better reflect where Carnival Corporation & plc is positioned following the impacts that the pandemic and subsequent return to full guest cruise operations had on key metrics such as revenue, enterprise value, and certain financial metrics that the Committees consider in approving our peer group. The changes to the Peer Group were developed by applying our established philosophy of balancing peers’ enterprise value, revenue, sector, business complexity, breadth, scope, and potential candidate pool overlap. At the time the Peer Group was approved in July 2023, our revenue ranked at the 62nd percentile and our enterprise value ranked at the 59th percentile of the Peer Group. We operate in a niche industry with a limited number of other publicly traded cruise operators. The Peer Group reflects the market in which we may compete for business, investor capital, and/or executive talent and was considered to be more closely aligned to our business complexity, breadth, scope, median reviews, and market capitalization. The Peer Group used in assessing fiscal 2024 compensation reflects a balanced group of companies in the consumer discretionary sector, including travel and hospitality, media, retailing, services, and transportation companies.

  133. PEER GROUP CHARACTERISTICS

    | Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |

  134. PEER GROUP COMPANIES

    PEER GROUP COMPANIES

  135. PEER GROUP COMPANIES

    | • American Airlines Group Inc. | • Hilton Worldwide Holdings Inc. | • MGM Resorts International | | • Darden Restaurants, Inc. | • International Consolidated Airlines Group, S.A. | • Norwegian Cruise Line Holdings Ltd. | | • Booking Holdings Inc. | • Las Vegas Sands Corp. | • Royal Caribbean Cruises Ltd. | | • Caesars Entertainment Inc. | • Live Nation Entertainment, Inc. | • Southwest Airlines Co. | | • Delta Air Lines, Inc. | • Marriott International, Inc. | • Starbucks Corporation | | • Expedia Group, Inc. | • McDonald’s Corporation | • United Continental Holdings, Inc. |

  136. COMPETITIVE MARKET (PEER GROUP) COMPARISON

    COMPETITIVE MARKET (PEER GROUP) COMPARISON Annually, the Compensation Committees’ independent consultant, FW Cook, conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2024. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the Peer Group to produce a consolidated aggregated competitive market range for total direct compensation. These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are generally below competitive market levels, which is being addressed in steps over time. Actual pay positioning can vary based on factors including job responsibilities, experience, impact of role, and individual performance. Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive-level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level.

  137. TIMING OF CERTAIN EQUITY AWARDS

    TIMING OF CERTAIN EQUITY AWARDS In fiscal 2024, we did not grant any stock options, stock appreciation rights or similar awards under the Carnival Corporation 2020 Stock Plan or the Carnival plc 2024 Employee Share Plan and we do not currently plan to grant stock options, stock appreciation rights or other similar appreciation-based awards as incentive compensation to any Executive Officer, Non-Executive Director or employee. Accordingly, we do not have a policy or practice in relation to the timing or the determination of the terms of a grant of options or other awards in relation to the disclosure of material non-public information. During fiscal 2024, we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  138. TIMING OF CERTAIN EQUITY AWARDS

    | Compensation | | Report of the Compensation Committees |

  139. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single senior management team. The following tables, narrative, and footnotes discuss the compensation of our CEO, our Chief Financial Officer, our three other most highly compensated Executive Officers for the year ended November 30, 2024, who are referred to as our Named Executive Officers.

  140. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Grants(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Josh Weinstein President, CEO and Chief Climate Officer | 2024 | 1,394,808 | 8,775,817 | 12,741,600 | 654,378 | 23,566,603 | | | 2023 | 1,250,000 | 7,460,811 | 4,650,000 | 447,792 | 13,808,603 | | | 2022 | 983,333 | 4,695,000 | 2,044,644 | 291,176 | 8,014,153 | | David Bernstein Chief Financial Officer and Chief Accounting Officer | 2024 | 956,192 | 2,998,389 | 10,027,200 | 470,320 | 14,452,101 | | | 2023 | 850,000 | 5,429,987 | 2,232,000 | 348,907 | 8,860,894 | | | 2022 | 850,000 | 0 | 1,320,000 | 418,671 | 2,588,671 | | William Burke Chief Maritime Officer | 2024 | 714,481 | 521,650 | 8,623,200 | 112,948 | 9,972,279 | | | 2023 | 700,000 | 839,983 | 930,000 | 95,731 | 2,565,714 | | | 2022 | 641,333 | 0 | 550,000 | 93,550 | 1,284,883 | | Bettina Deynes Chief Human Resources Officer | 2024 | 487,750 | 911,694 | 1,302,000 | 89,859 | 2,791,303 | | | 2023 | 425,000 | 402,485 | 558,000 | 77,876 | 1,463,361 | | Enrique Miguez General Counsel | 2024 | 672,404 | 1,048,202 | 3,945,360 | 268,797 | 5,934,763 | | | 2023 | 600,000 | 884,978 | 837,000 | 194,336 | 2,516,314 | | | 2022 | 500,000 | 0 | 385,000 | 216,484 | 1,101,484 |

  141. SUMMARY COMPENSATION TABLE

    (1) The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation RSUs made to our Named Executive Officers in fiscal 2024, calculated in accordance with ASC 718. The valuation of share-based grants is discussed in Notes 2 and 13 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2024. The amounts reflect the grant date fair value of the fiscal 2024 TBS and PBS grants made in April 2024, calculated in accordance with ASC 718. The aggregate grant date fair value of the TBS and PBS grants assuming maximum performance of 200% of target for the 2024 PBS is $12,286,147 for Mr. Weinstein, $4,197,757 for Mr. Bernstein, $730,320 for Mr. Burke, $1,276,384 for Ms. Deynes, and $1,467,499 for Mr. Miguez. For the proceeds received by the Named Executive Officers upon the vesting of RSUs, see the “Stock Vested for Fiscal 2024” table. (2) Reflects the aggregate value of the fiscal 2024 annual bonus under the MIP plus the earned 2022 ERA incentive, a one-time, performance cash incentive for which the performance period ended on November 30, 2024. See the “All Other Compensation” table for additional information.

  142. SUMMARY COMPENSATION TABLE

    | Compensation | | Compensation Tables |

  143. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 Equity grants and non-equity grants made to the Named Executive Officers during fiscal 2024 are as follows:

  144. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | | Grant Type | | Estimated Possible Payouts Under Non-Equity Incentive Plan Grants(1) ($) | | | Estimated Possible Payouts Under Equity Incentive Plan Grants(2) (#) | | | All Other Stock Grants: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Grants(3) ($) | | Name | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Josh Weinstein | Annual Bonus | | 1,400,000 | 2,800,000 | 5,600,000 | | | | | | | | 2024 TBS | 4/08/2024 | | | | | | | 168,119 | 2,632,744 | | | 2024 PBS | 4/08/2024 | | | | 196,139 | 392,278 | 784,556 | | 6,143,073 | | David Bernstein | Annual Bonus | | 675,000 | 1,350,000 | 2,700,000 | | | | | | | | 2024 TBS | 4/08/2024 | | | | | | | 57,440 | 899,510 | | | 2024 PBS | 4/08/2024 | | | | 67,014 | 134,028 | 268,056 | | 2,098,878 | | William Burke | Annual Bonus | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 2024 TBS | 4/08/2024 | | | | | | | 9,993 | 156,490 | | | 2024 PBS | 4/08/2024 | | | | 11,659 | 23,318 | 46,636 | | 365,160 | | Bettina Deynes | Annual Bonus | | 187,500 | 375,000 | 750,000 | | | | | | | | 2024 TBS | 4/08/2024 | | | | | | | 17,465 | 273,502 | | | 2024 PBS | 4/08/2024 | | | | 20,377 | 40,753 | 81,506 | | 638,192 | | Enrique Miguez | Annual Bonus | | 252,500 | 505,000 | 1,010,000 | | | | | | | | 2024 TBS | 4/08/2024 | | | | | | | 20,080 | 314,453 | | | 2024 PBS | 4/08/2024 | | | | 23,428 | 46,855 | 93,710 | | 733,749 |

  145. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    (1) Represents the potential value of the payout of the annual bonuses under the MIP for fiscal 2024 performance. The actual amount of a Named Executive Officer’s 2024 annual bonus (that is paid in fiscal 2025) is shown in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential annual bonus payout, see the description in the “2024 Annual Bonuses” section of the Compensation Discussion and Analysis. (2) Represents the potential number of shares earnable under the annual 2024 PBS grant. For a more detailed description of the potential payout under the annual 2024 PBS grant, see the description in the “2024 PBS and TBS Incentives” section of the Compensation Discussion and Analysis. Represents the full grant date fair values of the equity grants made in fiscal 2024, which were determined based on the assumptions set forth in Notes 2 and 13 to the Carnival Corporation & plc consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2024 (disregarding estimated forfeitures). The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in their financial statements over the grant’s vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon future performance. The full grant date fair value may not correspond to the actual value that will be realized. The maximum number of 2024 PBS each Named Executive Officer may receive is two times the target number.

  146. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | Compensation | | Compensation Tables |

  147. NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024” TABLE

    NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024” TABLE

  148. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS None of our Named Executive Officers serving in fiscal 2024 had employment agreements.

  149. ANNUAL BONUS PLANS

    ANNUAL BONUS PLANS Annual bonuses for our Named Executive Officers are determined based on the MIP. For more detailed information regarding this plan, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc 2024 joint Annual Report on Form 10- K.

  150. EQUITY-BASED COMPENSATION

    EQUITY-BASED COMPENSATION The Compensation Committees made TBS and PBS grants to our Named Executive Officers in fiscal 2024. None of the TBS or PBS grants receive dividends or have voting rights. Each grant is credited with dividend equivalents equal to the value of cash and stock dividends, if any, paid on Carnival Corporation common stock. The dividend equivalents, if any, are settled only when these RSUs are released from restriction. Please refer to the Compensation Discussion and Analysis for additional detail on these grants. For further information regarding forfeiture and treatment upon termination or change of control, refer to the “Potential Payments Upon Termination or Change of Control” section.

  151. OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END Our Named Executive Officers do not hold options over either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation restricted shares and RSUs granted by Carnival Corporation & plc to and held by our Named Executive Officers as of November 30, 2024, is as follows:

  152. OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END

    | | Stock Grants | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Grants: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Grants: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Josh Weinstein | 56,097(2) | 1,426,547 | 500,000 | 12,715,000(3) | | | 54,452(4) | 1,384,714 | 373,134 | 9,488,798(5) | | | 106,610(4) | 2,711,092 | 392,278 | 9,975,630(7) | | | 168,119(6) | 4,275,266 | | | | TOTAL | 385,278 | 9,797,620 | 1,265,412 | 32,179,427 | | David Bernstein | 42,004(2) | 1,068,162 | 195,895 | 4,981,610(5) | | | 84,007(4) | 2,136,298 | 134,028 | 3,408,332(7) | | | 55,970(4) | 1,423,317 | | | | | 57,440(6) | 1,460,699 | | | | TOTAL | 239,421 | 6,088,476 | 329,923 | 8,389,942 | | William Burke | 8,648(2) | 219,919 | 29,850 | 759,086(5) | | | 11,119(4) | 282,756 | 23,318 | 592,977(7) | | | 8,529(4) | 216,892 | | | | | 9,993(6) | 254,122 | | | | TOTAL | 38,289 | 973,689 | 53,168 | 1,352,062 | | Bettina Deynes | 1,253(2) | 31,864 | 27,985 | 711,659(5) | | | 1,235(4) | 31,406 | 40,753 | 1,036,349(7) | | | 7,996(4) | 203,338 | | | | | 17,465(6) | 444,135 | | | | TOTAL | 27,949 | 710,743 | 68,738 | 1,748,007 | | Enrique Miguez | 12,354(2) | 314,162 | 37,313 | 948,870(3) | | | 4,942(4) | 125,675 | 46,855 | 1,191,523(7) | | | 10,661(4) | 271,109 | | | | | 20,080(6) | 510,634 | | | | TOTAL | 48,037 | 1,221,581 | 84,168 | 2,140,392 |

  153. OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END

    (1) Market value of the stock grants is based on the closing price of Carnival Corporation common stock on November 29, 2024 of $25.43. (2) Restrictions ordinarily lapse in February 2025. (3) Market value is based on target performance assuming 100% payout on the August 2022 long-term PBS grant to Mr. Weinstein as of November 29, 2024. This grant vests zero to 200% of target based upon the extent to which the long-term PBS performance measure exceeds specified performance goals. (4) Restrictions ordinarily lapse in February 2025 and 2026. (5) Market value is based on target performance assuming 100% payout on the April 2023 PBS grant at November 29, 2024. This grant vests zero to 200% of target based upon the extent to which annual Adjusted EBITDA, as normalized for fuel price changes and currency exchange rate impacts for each of the three fiscal years in the 2023-2025 performance cycle, ROIC for 2025, and carbon intensity reduction metrics, exceed specified performance goals. Additional shares will be provided to take into account dividend equivalents during the performance period, if any. Restrictions lapse in February 2026. Restrictions ordinarily lapse in April 2025, 2026 and 2027.

  154. OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END

    | Compensation | | Compensation Tables |

  155. OUTSTANDING EQUITY GRANTS AT FISCAL 2024 YEAR-END

    Market value is based on target performance assuming 100% payout on the April 2024 PBS grant on November 30, 2024. This grant vests zero to 200% of target based upon the extent to which annual Adjusted EBITDA per ALBD, as normalized for fuel price changes and currency exchange rate impacts at the end of fiscal 2026, Adjusted ROIC for 2026, and GHG reduction metrics, exceed specified performance goals. Additional shares will be provided to take into account dividend equivalents during the performance period, if any. Restrictions lapse in April 2027.

  156. STOCK VESTED DURING FISCAL 2024

    STOCK VESTED DURING FISCAL 2024 None of our Named Executive Officers held options during fiscal 2024. The following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of RSUs and the value realized, before the payment of any applicable withholding tax and broker commissions.

  157. STOCK VESTED DURING FISCAL 2024

    | | Stock Grants | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Josh Weinstein | 183,330 | 2,818,699 | | David Bernstein | 188,015 | 2,948,905 | | William Burke | 33,380 | 529,208 | | Bettina Deynes | 8,081 | 126,976 | | Enrique Miguez | 26,139 | 407,898 |

  158. STOCK VESTED DURING FISCAL 2024

    (1) The fair market value of Carnival Corporation common stock realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of vesting.

  159. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024 None of the Named Executive Officers participate in any nonqualified deferred compensation plans sponsored by Carnival Corporation or Carnival plc. Our Named Executive Officers and other Carnival Corporation employees who are deemed highly compensated employees under IRS regulations (the “HCEs”) were paid a profit-sharing contribution as additional cash compensation under the Carnival Corporation Fun Ship Non-Qualified Savings Plan, a non-tax qualified plan which does not currently have any deferred compensation features. Effective January 2024, the profit-sharing contributions were discontinued for the Named Executive Officers and other HCEs of Carnival Corporation, subject to payment of the 2023 profit share in early 2024, with the profit-share percentages fixed in 2021 having been rolled into the individuals’ salary and target bonus. Our Named Executive Officers are also eligible to receive matching contributions under the 401(k) Plan which are contributed by Carnival Corporation to each individual’s account under the 401(k) Plan. From January 1, 2021, Carnival Corporation matched 100% of employee deferrals up to 1% of eligible pay plus 50% of employee deferrals that exceed 1% of eligible pay but do not exceed 6% of eligible pay. “Eligible pay” includes regular pay (before any pre-tax contributions from pay and taxes) and bonus. For matching and profit-sharing contributions, eligible pay does not include amounts in excess of the maximum compensation rate under Internal Revenue Code Section 401(a)(17).

  160. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    | Compensation | | Potential Payments upon Termination or Change of Control |

  161. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Each of our Named Executive Officers may be eligible to receive certain payments and benefits in connection with termination of employment under various circumstances. The potential benefits payable to our Named Executive Officers in the event of termination of employment under various scenarios on November 30, 2024 are described below. In addition to benefits described below, our Named Executive Officers will be eligible to receive any benefits accrued under Carnival Corporation & plc broad-based employee benefit plans, such as distributions under life insurance, disability benefits and accrued vacation pay, in accordance with those plans and policies. These benefits are generally available to all employees.

  162. CASH SEVERANCE BENEFITS

    CASH SEVERANCE BENEFITS It is the policy of the Compensation Committees for Executive Officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements. Accordingly, Mr. Weinstein, Mr. Bernstein, and Mr. Miguez have no employment agreements and no entitlement to severance except for possible retention of unvested restricted share grants depending on the circumstances of their separation of employment discussed below. Mr. Burke and Ms. Deynes also do not have employment agreements, but Mr. Burke is eligible to receive six months’ base salary upon separation from employment for any reason other than for cause and Ms. Deynes is eligible to receive six months’ base salary upon separation from employment in case of termination without cause or change or control, as consideration for their non-competition and non-solicitation obligations pursuant to Confidentiality Agreements and Restrictive Covenants.

  163. CASH SEVERANCE BENEFITS

    | Compensation | | Potential Payments upon Termination or Change of Control |

  164. ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT

    ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT The following table quantifies the cash compensation or value of benefits that Mr. Burke and Ms. Deynes would receive upon termination of employment. None of the other Named Executive Officers are eligible to receive cash compensation or benefits upon termination of employment, other than broad-based benefits described above. The amounts shown assume the event that triggered the treatment occurred on November 30, 2024. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.

  165. ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT

    | Name | Benefit | Termination without Cause ($) | Voluntary Termination ($) | Death or Disability ($) | Change of Control ($) | | William Burke | Non-Competition Compensation | 357,500 | 357,500 | 357,500 | 357,500 | | Bettina Deynes | Non-Competition Compensation | 245,000 | 0 | 0 | 245,000 | | TOTAL | | 602,500 | 357,500 | 357,500 | 602,500 |

  166. EQUITY-BASED COMPENSATION

    EQUITY-BASED COMPENSATION Vesting of RSUs upon termination of a Named Executive Officer’s employment is dependent upon the reasons his or her employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to our Named Executive Officers are subject to the same terms as all other participants generally.

  167. CARNIVAL CORPORATION 2020 STOCK PLAN

    | Compensation | | Potential Payments upon Termination or Change of Control |

  168. POTENTIAL VALUE OF EQUITY GRANTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    POTENTIAL VALUE OF EQUITY GRANTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL The following table details the value of all outstanding RSU grants that would have become vested, or that could have continued to vest, subject to any non-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, 2024. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time.

  169. ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)

    ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)

  170. ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)

    | Name | Termination without Cause ($) | Death or Disability ($) | Retirement ($) | Change of Control(2) ($) | | Josh Weinstein | 2,811,261 | 41,977,047 | — | 41,977,047 | | David Bernstein | 6,088,476 | 11,785,836 | 6,088,476 | 14,478,418 | | William Burke | 973,689 | 2,325,752 | 973,689 | 2,325,752 | | Bettina Deynes | 31,406 | 2,458,750 | — | 2,458,750 | | Enrique Miguez | 439,837 | 3,361,973 | — | 3,361,973 | | TOTAL | 10,344,670 | 61,909,357 | 7,062,165 | 64,601,940 |

  171. ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)

    (1) The value for RSUs is based on the closing price of Carnival Corporation common stock on November 29, 2024 of $25.43. The value of the RSUs is reflected using the target number of RSUs granted. Involuntary termination of employment is required to trigger acceleration upon a change of control.

  172. ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)

    | Compensation | | U.S. CEO Pay Ratio |

  173. U.S. CEO Pay Ratio

    U.S. CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2024 annual total compensation of our CEO as set forth in the Summary Compensation Table is $23,566,603, the 2024 annual total compensation of our median compensated employee is $16,854, and the ratio of these amounts is 1,398 to 1. Our median compensated employee population consists primarily of ship-based employees who work fewer than twelve months of the year.

  174. U.S. CEO Pay Ratio

    | Employee | 2024 Annual Total Compensation ($) | Pay Ratio | | CEO | 23,566,603 | 1,398:1 | | Median employee, other than our CEO | 16,854 | |

  175. U.S. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our global human resources and payroll systems of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. To identify our median employee, we used total cash compensation for our estimated employee population of 114,382 as of September 30, 2024. Our workforce includes a large number of ship-based employees who typically work six to eleven months of the year and, as permitted by SEC rules, we did not annualize the pay for our employees when identifying our median employee. We then applied a valid statistical sampling methodology to identify employees who were paid within a 1% range of the median. From these employees, we then identified a representative median employee from this group and calculated that employee’s annual total compensation in fiscal 2024 consistent with Item 402(c) of Regulation S-K. This figure includes gratuities directly billed to our guests but excludes any cash gratuities paid directly to the employee by guests. It also excludes room and meals, transportation to and from the ship, and medical care, which are provided to our ship-based employees without charge. Our CEO’s 2024 total compensation includes the earned value of the 2022 ERA, a one-time cash performance incentive described more fully in the “Compensation Discussion and Analysis” section under “Earnings Recovery Alignment Performance Incentive Program.” Our CEO’s 2024 total compensation excluding the ERA is $16,066,603 and the CEO pay ratio is 953:1.

  176. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, following is information about the relationship between executive “compensation actually paid” and our financial performance. This disclosure does not reflect the value actually received or realized by our Named Executive Officers or how our Compensation Committees evaluate compensation decisions. Please refer to the “Compensation Discussion and Analysis” section for a discussion of our executive compensation program objectives and program design to align executive compensation with our performance.

  177. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE The following table discloses information on “compensation actually paid” (“CAP”) to our Principal Executive Officers (the “PEOs”) and the average CAP to our other Named Executive Officers (the “non-PEO

  178. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | Compensation | | Pay versus Performance |

  179. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    NEOs”) during the specified years alongside total shareholder return (“TSR”) and net income metrics, as well as a company-selected measure of Adjusted Operating Income. We identified this as the most important measure we use in linking compensation actually paid to our Named Executive Officers for 2024 to our performance, as Adjusted Operating Income was the predominant metric used in evaluating company-wide performance under our annual bonus plan and is described in more detail in the “Compensation Discussion and Analysis” section above.

  180. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for Former PEO(3) ($) | Compensation Actually Paid to Former PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (In millions)(6) ($) | Adjusted Operating Income(7) ($) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2024 | 23,566,603 | 63,766,172 | 0 | 0 | 8,287,612 | 12,305,551 | 127.28 | 186.41 | 1,916 | 3,556 | | 2023 | 13,808,603 | 23,274,493 | — | — | 3,659,890 | 5,224,395 | 75.38 | 103.18 | (74) | 1,887 | | 2022 | 8,014,153 | 7,895,313 | 11,144,435 | 5,815,515 | 1,824,301 | 1,330,122 | 49.70 | 80.09 | (6,093) | (3,914) | | 2021 | — | — | 15,063,788 | 11,157,235 | 3,304,831 | 2,721,255 | 88.19 | 102.56 | (9,501) | (1,684) |

  181. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    (1) Reflects total compensation of our current CEO, Josh Weinstein, as calculated in the Summary Compensation Table (the “SCT”). (2) The dollar amounts shown in these columns reflect “compensation actually paid” to the Named Executive Officers calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each Named Executive Officer’s total compensation for each year to determine CAP are shown in the tables below. For Mr. Weinstein, information is only included beginning with 2022, the first year in which he served as CEO. (3) Reflects the total compensation for our former CEO, Arnold Donald, who served as PEO until August 1, 2022, and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are calculated in the SCT for each of the years shown. (4) Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non- PEO NEOs included in the table above are the following individuals: for 2024: David Bernstein, William Burke, Bettina Deynes, and Enrique Miguez; for 2023: David Bernstein, William Burke, Bettina Deynes, Enrique Miguez, and Michael Thamm; for 2022: David Bernstein, William Burke, Enrique Miguez, and Michael Thamm; and for 2021: Peter Anderson, David Bernstein, Enrique Miguez, Arnaldo Perez, and Michael Thamm. (5) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on November 30, 2020. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S. Recreational Services Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate Peer Group used by the Compensation Committees for purposes of determining compensation paid to our Executive Officers is described in the Compensation Discussion & Analysis section under “Peer Group Characteristics.” (6) Reflects after-tax net income (loss) prepared in accordance with GAAP for each of the years shown. Adjusted Operating Income is a non-GAAP financial measure that represents operating income adjusted for gains and losses on ship sales, restructuring costs and certain other gains and losses that are not part of our core operating business.

  182. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | Compensation | | Pay versus Performance |

  183. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | | 2021 | | | | Weinstein ($) | Non-PEO NEOs ($) | Weinstein ($) | Non-PEO NEOs ($) | Donald ($) | Weinstein ($) | Non-PEO NEOs ($) | Donald ($) | Non-PEO NEOs ($) | | Total Reported in SCT | 23,566,603 | 8,287,612 | 13,808,603 | 3,659,890 | 11,144,435 | 8,014,153 | 1,824,301 | 15,063,788 | 3,304,831 | | Less, Value of Stock Grants Reported in SCT | 8,775,817 | 1,369,984 | 7,460,811 | 1,882,955 | 5,999,996 | 4,695,000 | 0 | 7,449,735 | 1,327,423 | | Plus, Year End Fair Value of Equity Awards Granted in the Year | 23,129,206 | 3,610,685 | 14,167,138 | 3,246,175 | 2,984,968 | 4,965,000 | 0 | 6,289,618 | 1,205,892 | | Plus, Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 25,775,751 | 1,741,439 | 2,664,917 | 109,444 | (2,695,390) | (443,809) | (578,848) | (2,925,955) | (507,063) | | Plus, Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Plus, Change in Fair Value from Prior Year End to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 70,429 | 35,799 | 94,646 | 91,840 | 381,498 | 54,969 | 84,669 | 179,519 | 45,018 | | Less, Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Plus, Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total Adjustments | 48,975,386 | 5,387,924 | 16,926,701 | 3,447,459 | 671,076 | 4,576,160 | (494,179) | 3,543,182 | 743,846 | | Compensation Actually Paid for Fiscal Year | 63,766,172 | 12,305,551 | 23,274,493 | 5,224,395 | 5,815,515 | 7,895,313 | 1,330,122 | 11,157,235 | 2,721,255 |

  184. TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE

    TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE Below are the most important measures (unranked) used by us to link compensation actually paid to our Named Executive Officers for 2024 to our performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” section above.

  185. TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE

    | Adjusted Operating Income | | Adjusted EBITDA per ALBD | | Return on Invested Capital | | GHG Reduction |

  186. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES As described in more detail in the “Compensation Discussion and Analysis” section, our executive compensation program reflects a pay-for-performance philosophy. The below graphical illustrations demonstrate the relationship between compensation actually paid to the Named Executive Officers over the last three fiscal years as compared to TSR, Net Income, and Adjusted Operating Income over the last three fiscal years. Generally, compensation actually paid (for both the PEO(s) and non-PEO NEOs) since fiscal 2021 has increased or decreased as each of TSR, Net Income, and Adjusted Operating Income has increased or decreased, respectively. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions (shown graphically) of the relationships between information presented in the Pay versus Performance table.

  187. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | Compensation | | Pay versus Performance |

  188. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | Compensation | | Pay versus Performance |

  189. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | | Audit Matters |

  190. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | | PROPOSAL 15 | | | Appointment of Auditor of Carnival plc and Ratification of Selection of Independent Registered Public Accounting Firm of Carnival Corporation |

  191. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | | PROPOSAL 16 | | | Authorization to Determine the Remuneration of Independent Auditor of Carnival plc |

  192. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    The Audit Committee of the Board of Directors of Carnival plc has selected Deloitte LLP as Carnival plc’s independent auditor for the year ending November 30, 2025. The Audit Committee of the Board of Directors of Carnival Corporation has selected Deloitte & Touche LLP as Carnival Corporation’s independent registered public accounting firm for the year ending November 30, 2025. Deloitte LLP and Deloitte & Touche LLP are the respective UK and U.S. member firms of Deloitte Touche Tohmatsu Limited. In doing so, the Audit Committees confirm that the selection is free from third party influence and no restrictive contractual clauses have been imposed on them. Representatives of both Deloitte LLP and Deloitte & Touche LLP as the auditors for the fiscal 2024 audit are expected to be present at the Annual Meetings of Shareholders, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders. Proposal 15 would appoint Deloitte LLP as the independent auditor of Carnival plc for the fiscal 2025 audit. It is a requirement of Section 489(2) of the Companies Act that Carnival plc appoint its independent auditor before the end of a general meeting at which its annual accounts and reports are laid (which, in the case of Carnival plc, occurs this year at its Annual General Meeting). Proposal 15 would also ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation. Although ratification by our shareholders of the appointment of an independent public accounting firm of Carnival Corporation is not legally required, our Boards of Directors believe that such action is desirable as a matter of good corporate governance. If our shareholders do not approve Proposal 15, the Audit Committees will re-evaluate the appointment and consider the selection of another accounting firm. Under Proposal 16, you are being asked to authorize the Audit Committee of Carnival plc to determine the remuneration of Deloitte LLP as the independent auditor of Carnival plc.

  193. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | Audit Matters | | Report of the Audit Committees |

  194. DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | | The Boards of Directors unanimously recommend a vote FOR the appointment of Deloitte LLP as Carnival plc’s independent auditor, the ratification of the selection of Deloitte & Touche LLP as Carnival Corporation’s independent registered public accounting firm and the authorization for the Audit Committee of Carnival plc to determine the remuneration of Deloitte LLP. |

  195. Securities Authorized for Issuance under Equity Compensation Plans

    Securities Authorized for Issuance under Equity Compensation Plans Set forth below is a table that summarizes compensation plans, including individual compensation arrangements, under which Carnival Corporation equity securities are authorized for issuance as of November 30, 2024.

  196. Securities Authorized for Issuance under Equity Compensation Plans

    | Plan Category | Number of securities to be issued upon exercise of warrants and rights (in millions) (a) | Weighted-average exercise price of outstanding warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) | | Equity compensation plans approved by security holders | 9.2(1) | 0 | 24.7(2) | | Equity compensation plans not approved by security holders | 0 | N/A | N/A | | Total | 9.2 | 0 | 24.7 |

  197. Securities Authorized for Issuance under Equity Compensation Plans

    (1) Represents 9.2 million of restricted share units outstanding under the Carnival Corporation 2020 Stock Plan. (2) Includes Carnival Corporation common stock available for issuance as of November 30, 2024 as follows: 0.6 million under the Carnival Corporation 1993 Employee Stock Purchase Plan, which includes 118,406 shares subject to purchase during the current purchase period, and 24.1 million under the Carnival Corporation 2020 Stock Plan.

  198. Securities Authorized for Issuance under Equity Compensation Plans

    | | The Boards of Directors unanimously recommend a vote FOR the approval of the amendment to the Carnival Corporation 1993 Employee Stock Purchase Plan. |

  199. Securities Authorized for Issuance under Equity Compensation Plans

    | | Questions and Answers |

  200. Questions Specific to Shareholders of Carnival plc

    | Required Information | Cross-Reference | | Interest capitalized by the Carnival plc group | Note 10 to Carnival plc group financial statements | | Details of long-term incentive schedules | Carnival plc Directors’ Remuneration Report under “Long-Term Incentive Compensation.” | | UKLR 6.2.23 disclosure | “Profit Forecasts” |

  201. Share Capital and Control

    The foregoing is a summary only of the relevant provisions of the Articles of Association of Carnival plc, and for a complete understanding of their effect, shareholders are recommended to refer to the Articles of Association themselves. A copy of the Articles of Association of Carnival plc is available on Carnival plc’s website at www.carnivalplc.com or upon request from the Company Secretary, 3655 N.W. 87th Avenue, Miami, Florida 33178, United States. There are 11 significant agreements to which Carnival plc is a party, which may be altered or terminated in the event of a change of control as follows: • Under the Facilities Agreement dated February 28, 2023, as most recently amended on March 28, 2024, by and among Carnival Holdings (Bermuda) II Limited, a direct subsidiary of Carnival Corporation, Carnival Corporation, Carnival plc, and J.P. Morgan SE (as facilities agent) and a syndicate of financial institutions, which provides for approximately $1.9 billion, €862 million and £137 million in revolving credit facilities, the revolving credit facilities may, under certain circumstances, be cancelled upon a change of control of (i) Carnival Holdings (Bermuda) II Limited (other than a change which results in control being vested in Carnival plc) or (ii) Carnival plc (other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them). • Under: (i) the Term Loan Agreement dated as of June 30, 2020, as most recently amended on April 25, 2024, among Carnival Corporation, as lead borrower, Carnival Finance, LLC, as co-borrower, Carnival plc, as a guarantor, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto from time to time (the “Term Loan Agreement”), relating to an incremental tranche of $2.3 billion (which has since been refinanced and partially paid down to an aggregate principal amount of $1.7 billion); and (ii) the Term Loan Agreement dated as of August 8, 2023, as most recently amended on April 25, 2024, among Carnival Corporation, as lead borrower, Carnival Finance, LLC, as co-borrower, Carnival plc, as a guarantor, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto from time to time (the “New Term Loan”, and together with the Term Loan, the “Term Loans”), relating to one tranche of term loan in the initial aggregate principal amount of $1.31 billion (which has since been refinanced and partially paid down to an aggregate principal amount of $1 billion), under certain circumstances, a change of control of Carnival plc (other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them) could constitute an event of default under the Terms Loans, which would permit the lenders thereunder to accelerate the term loans. • Under: (i) the Indenture dated as of February 16, 2021 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 5.750% Senior Unsecured Notes due 2027 in the initial aggregate principal amount of $3.5 billion; (ii) the Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 4.000% First-Priority Senior Secured Notes due 2028 in the aggregate principal amount of $2.4 billion; (iii) the Indenture dated as of November 2, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 6.000% Senior Unsecured Notes due 2029 in an aggregate principal amount of $2 billion; (iv) the Indenture dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer

  202. Share Capital and Control

    agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030 in an aggregate principal amount of $1 billion; (v) the Indenture dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 7.000% First-Priority Senior Secured Notes due 2029 in an aggregate principal amount of $500 million; and (vi) the Indenture dated as of April 25, 2024, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.750% Senior Unsecured Notes due 2030 in an aggregate principal amount of €500 million, Carnival Corporation may be required to make an offer to repurchase the notes issued under the relevant indenture at a redemption price of 101% of the principal amount of the notes upon the occurrence of certain change of control triggering events that are accompanied by a specified ratings downgrade with respect to the notes issued under the relevant indenture. • Under the Indenture dated as of October 25, 2022 among Carnival Holdings (Bermuda) Limited, as issuer, Carnival Corporation, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Priority Notes due 2028 in an aggregate principal amount of $2.03 billion, Carnival Holdings (Bermuda) Limited may be required to make an offer to repurchase the notes issued under the Indenture at a redemption price of 101% of the principal amount of the notes upon the occurrence of certain change of control triggering events that are accompanied by a specified ratings downgrade with respect to the notes issued under the Indenture. • Under the Indenture dated as of November 18, 2022 among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.750% Convertible Senior Notes due 2027 in an aggregate principal amount of $1.13 billion, if Carnival Corporation undergoes certain corporate events (each, a “fundamental change”), subject to certain conditions, holders may require Carnival Corporation to repurchase for cash all or any portion of their convertible notes at par. Subject to certain exceptions, a fundamental change would occur upon, among others: (1) a merger transaction pursuant to which Carnival Corporation’s common stock is converted into other securities or assets; (2) the sale of all or substantially all of the assets of Carnival Corporation to a third party; or (3) a person or group (other than certain members of the Arison family or trusts related to them) becoming the beneficial owners of more than 50% of the rights to vote to elect the members of the Boards of Directors of Carnival Corporation and Carnival plc.

  203. Directors

    Directors The names of all persons who served as Directors of Carnival Corporation and Carnival plc during fiscal 2024 are as follows: Micky Arison, Sir Jonathon Band, Jason Glen Cahilly, Nelda J. Connors, Helen Deeble, Jeffrey J. Gearhart, Katie Lahey, Sara Mathew, Stuart Subotnick, Laura Weil, Josh Weinstein, and Randy Weisenburger. Biographical notes about each of the Directors nominated for re-election are contained in the Proxy Statement. Details of the Directors’ membership on Board Committees are set out in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. Upon becoming a member of the Board of Directors of Carnival plc, each new Director participates in an induction process, which includes: • a meeting with all of the current Directors; • provision of an induction pack; • site visits; and • meetings with senior and operational management teams. The Directors update their skills, knowledge and familiarity with Carnival plc by meeting with senior management, visiting regional and divisional operating offices and receiving updates and training coordinated by management. The appointment and replacement of Directors of Carnival plc is governed by the provisions of the Articles of Association of Carnival plc and also by the provisions of the Equalization and Governance Agreement entered into on April 17, 2003 on the establishment of the DLC arrangement. The Articles of Association and the Equalization and Governance Agreement require that the Boards of Directors of Carnival plc and Carnival Corporation be comprised of exactly the same individuals. Please refer to “Nominations of Directors” and “How are Directors of Each Company Elected or Re-Elected?” sections of the Proxy Statement and the “Board Composition” section of the Carnival plc Corporate Governance Report for additional information on our rules regarding Director appointment and replacement. The business of Carnival plc is managed by the Board of Directors, which may exercise all the powers of Carnival plc, including, without limitation, the power to: • dispose of all or any part of our assets; • borrow money; • mortgage or pledge any of its assets; • purchase Carnival plc’s shares; and • issue debentures, shares or other securities. Details of the Directors’ remuneration and their interests in the shares of Carnival Corporation and Carnival plc are set out in Part II of the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement.

  204. Directors

    | Annex A―Carnival plc Directors’ Report | | Substantial Shareholdings |

  205. Statement by Randy Weisenburger, Chair of the Compensation Committees

    Statement by Randy Weisenburger, Chair of the Compensation Committees The major decisions on Directors’ remuneration and the changes to Directors’ remuneration during the year (and the context for these decisions and changes) are summarized in the “Executive Summary” section in Part I of the Carnival plc Directors’ Remuneration Report as well as my other letter as Chair of the Compensation Committees set out in Part I of the Carnival plc Directors’ Remuneration Report. Our pay practices are consistent with best and established market practice provisions in the U.S. where, for example it is not common to defer the release of long-term incentive grants following their vesting or to require executives to maintain a shareholding following their departure from the group. The Compensation Committees have considered the potential implications of adopting such developments in UK practice since the last policy review and concluded that it would both unnecessarily place Carnival Corporation & plc at a competitive disadvantage to other large U.S. headquartered companies and that the corresponding increase in the overall quantum of pay required to offset the diminution in the packages arising from such provisions would not be in the interests of shareholders. The Compensation Committees will

  206. 2.1 IMPLEMENTATION OF APPROVED POLICY

    | Compensation Element | Actions Taken | | | BASE SALARY | Annual Salaries (not audited) Annual salary levels as at December 1, 2024 were: | | | | • Mr. Weinstein | $1,400,000 | | | • Mr. Arison | $1,000,000; however, effective April 1, 2020, at Mr. Arison’s request, the Compensation Committees authorized the suspension of his salary which remains effective through fiscal 2025. | | | Mr. Weinstein’s salary for fiscal 2024 was increased to $1,400,000 (effective March 1, 2024). In 2024, we changed our annual pay cycle for all global shoreside employees, including Mr. Weinstein, from December 1 to March 1. All affected employees, including Mr. Weinstein, received a one-time salary adjustment payment to bridge the gap created by the shift to a later base salary review cycle compared to prior years. In fiscal 2024, the Compensation Committees undertook a review of CEO and other Named Executive Officers’ pay as part of a broader review of our pay philosophy for executives and employees generally. After a review of the Peer Group (as defined in Part I) data, 2025 CEO total target pay was found to be below market median. For 2025, our pay philosophy remains focused on pay for performance, but aims to set target compensation at a more competitive level and closer to the median CEO compensation levels. Mr. Weinstein’s 2025 base salary was increased to $1,450.000 (effective March 1, 2025). When combined with the changes to annual bonus target and annual long-term incentives described below, Mr. Weinstein’s annual target compensation aligns with market median (based on Frederic W. Cook & Co., Inc.’s (“FW Cook”) review of the Peer Group data). Details of the companies considered as comparators for the market competitive reviews described above are set out in the “Process for Making Compensation Determinations” section in Part I. At Mr. Arison’s request, the Compensation Committees authorized the continued suspension of Mr. Arison’s salary for fiscal 2024 and fiscal 2025. | |

  207. 2.1 IMPLEMENTATION OF APPROVED POLICY

    | Compensation Element | Actions Taken | | | ANNUAL BONUS | Fiscal 2024 Annual Bonus (audited) The annual bonus program is referred to as the Management Incentive Plan, or MIP. The quantitative performance measures for Mr. Weinstein’s annual bonus in respect of fiscal 2024 included adjusted Operating Income and environmental, safety, security and sustainability results. Additional details regarding the performance measures and targets for Mr. Weinstein’s annual bonus are included in the “Annual Bonuses” section in Part I under “2024 MIP Performance Metrics and Targets” and “2024 MIP Annual Cash Bonus Performance Results.” Mr. Arison does not participate in our performance-based annual bonus program. Annual bonus for Executive Directors who served in fiscal 2024 were as follows: | | | | • Mr. Weinstein | $5,241,600 | | | • Mr. Arison | Nil | | | Fiscal 2025 Annual Bonus―Performance measures and targets (not audited) We will continue using a quantitative performance-based incentive program in 2025, with pre-defined metrics and goal levels consistent with the process set out in the “Annual Bonuses” section in Part I. For fiscal 2025, the quantitative performance measures are expected to be adjusted Operating Income and environmental, safety, security, and sustainability results. The specific performance targets for fiscal 2025 will be disclosed at the end of the performance period in the Carnival plc Directors’ Remuneration Report for fiscal 2025, as the Boards of Directors consider them strategic and commercially sensitive to disclose at this time. For fiscal 2025, Mr. Weinstein’s target bonus will be increased from $2,800,000 to $2,900,000 (with the maximum possible bonus being 200% of this level) as part of adjustments to bring target CEO compensation closer to median Peer Group pay, in line with our compensation philosophy. When combined with the changes to base salary described above and annual long-term incentives described below, Mr. Weinstein’s annual target compensation aligns with market median (based on FW Cook’s review of the Peer Group data). Mr. Arison does not participate in our performance-based annual bonus program. As reported in the “Annual Bonuses” section in Part I, the annual bonus program includes clawback features that will require participants to reimburse us for all or a portion of payments received under the program in the case of a participant’s wrongdoing that results in a material restatement of our financial statements. | |

  208. 2.1 IMPLEMENTATION OF APPROVED POLICY

    | Compensation Element | Actions Taken | | LONG-TERM INCENTIVE COMPENSATION | Long-Term Incentive Compensation in Fiscal 2024 (audited) | | | Descriptions of the share grants made to Mr. Weinstein during fiscal 2024 and their vesting conditions are set out in the “Disclosure and the Timing of Long-Term Incentive and Equity-Based Compensation” section in Part I. No long-term incentive compensation was made to Mr. Arison in fiscal 2024. | | | Long-Term Incentive Compensation in Fiscal 2025 (not audited) The long-term incentive compensation for fiscal 2025 for Mr. Weinstein will include a performance-based restricted stock unit (“PBS”) grant with a target value of $6.9 million and a time-based restricted stock unit (“TBS”) grant with a value of $4.6 million after application of an increase related to adjustments to bring target CEO compensation closer to median Peer Group pay, in line with our compensation philosophy. These values also reflect a larger portion of total target compensation being allocated to equity incentives as compared to fiscal 2024 total target compensation. Long-term incentive compensation targets for Mr. Weinstein are nearer to, but still lower than, market median following this increase (based on the review of our Peer Group data). The monetary amount referred to for the PBS grant are subject to quantitative performance conditions that will be applied to the target number of PBS at the end of the three-year performance period. The performance measures for the PBS grant may include financial or other performance measures. The specific quantitative performance measures and goals will be disclosed in the Carnival plc Directors’ Remuneration Report for fiscal 2025 as the Boards of Directors consider them strategic and commercially sensitive to disclose at this time. The specific performance targets will be disclosed after the end of the performance period in the Carnival plc Directors’ Remuneration Report for fiscal 2027 as the Boards of Directors consider them strategic and commercially sensitive to disclose at this time. The monetary amount referred to for the TBS grant has three-year annual pro-rata vesting and is subject to continued employment. As explained in the “Equity-Based Compensation” section in Part I, grants are calculated by reference to the value of shares to facilitate external comparisons and also comparison to other forms of compensation. | | | No long-term incentive compensation will be made to Mr. Arison in fiscal 2025. | | BENEFITS | Benefits in Fiscal 2024 (audited) The detailed benefits provided to Mr. Arison are described in the footnotes to the “Single Figure Table” below. The detail of benefits provided to Mr. Weinstein is set out in the “All Other Compensation” table in the “Executive Compensation” section of the Proxy Statement. | | | Benefits in Fiscal 2025 (not audited) Benefits provided to Mr. Arison and Mr. Weinstein in fiscal 2025 are expected to be similar to those provided in fiscal 2024, except that Mr. Weinstein and Mr. Arison may receive an allowance in lieu of the executive health insurance program (including the fully insured plan and the secondary medical reimbursement plan), which is being discontinued. | | PENSIONS | Pensions in Fiscal 2024 (audited) Details of the pension plan that Mr. Arison participated in in fiscal 2024 are set out in “Total Pension Entitlements” section. Mr. Arison does not have any accrued benefits under his pension plan as of November 30, 2024. Mr. Weinstein does not have any pension entitlements other than employer contributions to Mr. Weinstein under the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan. | | | Pensions in Fiscal 2025 (not audited) No material changes to the arrangements are anticipated for 2025. |

  209. 2.5 PERFORMANCE GRAPH AND TABLE (NOT AUDITED)

    | Year | Name | Single Figure of Total Remuneration ($000) | Annual Bonus as a % of Maximum | PBS Vesting as a % of Maximum | ERA Vesting as a % of Maximum | SEA Vesting as a % of Maximum | | 2024 | Mr. Weinstein | 17,424 | 94 | N/A(1) | 100(2) | N/A | | 2023 | Mr. Weinstein | 10,309 | 93 | N/A(1) | N/A | N/A | | 2022 | Mr. Weinstein(3) | 1,899 | 55 | 38 / 90(4) | N/A | 0 | | 2022 | Mr. Donald(3) | 5,842 | 55 | 38 / 90(4) | N/A | 0 | | 2021 | Mr. Donald | 15,266 | 100 | 8 | N/A | 0 | | 2020 | Mr. Donald | 4,587 | 0 | 16 | N/A | 0 | | 2019 | Mr. Donald | 8,713 | 38 | 56 | N/A | 0 | | 2018 | Mr. Donald | 12,704 | 78 | 72 | N/A | N/A | | 2017 | Mr. Donald | 11,711 | 73 | 81 | N/A | N/A | | 2016 | Mr. Donald | 32,132 | 76 | 94 | N/A | N/A | | 2015 | Mr. Donald | 10,621 | 87 | 80 | N/A | N/A |

  210. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    2.7 UK CEO PAY RATIO (NOT AUDITED) In line with UK reporting requirements to which Carnival plc became subject in fiscal 2020, set out below are ratios which compare the total remuneration of the person(s) who served as our CEO(s), as included in Section 2.9 Single Figure Table, to the remuneration of the 25th, 50th and 75th percentile of UK employees of Carnival plc and its subsidiaries. The disclosure will build up over time to cover a rolling 10-year period.

  211. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | Fiscal Year | Method | PAY RATIO | | | | | | 25th Percentile | 50th Percentile (median) | 75th Percentile | | 2024 | Option A | 540:1 | 990:1 | 1,504:1 | | 2023 | Option A | 960:1 | 607:1 | 301:1 | | 2022 | Option A | 753:1 | 440:1 | 202:1 | | 2021 | Option A | 2,083:1 | 1,359:1 | 424:1 | | 2020 | Option A | 184:1 | 106:1 | 58:1 |

  212. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    The pay ratios have been calculated using Option A as we consider this the most straight-forward approach from the options available in the LMCG Regulations and is consistent with the information and methodology used in determining the U.S. CEO Pay Ratio disclosed in the Proxy Statement. Option A requires the calculation and ranking, from lowest to highest, of the pay and benefits of UK employees for the relevant fiscal year, to identify those at the 25th, 50th and 75th percentiles. The total CEO pay for fiscal 2024 is $17,423,151.

  213. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | Annex B―Carnival plc Directors’ Remuneration Report (Part II) | | 2. Implementation Section |

  214. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    The base salary and total remuneration received during the fiscal 2024 year by the indicative employees as of September 30, 2024 on a full-time equivalent basis used in the above analysis are set out below:

  215. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | | 25th Percentile ($) | 50th Percentile (median) ($) | 75th Percentile ($) | | Base Salary | 11,584 | 17,595 | 32,293 | | Total Remuneration | 11,584 | 17,595 | 32,293 |

  216. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    The figures above include gratuities directly billed to our guests, if applicable, but excludes any cash gratuities that may be paid directly to an employee by guests. It also excludes room and meals, transportation to and from the ship, and medical care, which are provided to our crew members without charge. Factors influencing this year’s result include the 2024 annual bonus and 2022 ERA incentive program outcomes for the CEO. The UK CEO Pay Ratio is likely to vary, potentially significantly, over time since it will be driven largely by variable pay outcomes for our CEO and changes in our employee population over time. As a result, and depending on our performance and employee population, the UK CEO Pay Ratio could increase or decrease significantly in future fiscal years. For the reasons described above, the median ratio may not be representative of our pay and progression policies.

  217. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | 2.8 | RELATIVE IMPORTANCE OF SPEND ON PAY (NOT AUDITED) |

  218. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    (1) No profits were distributed by way of dividend or by way of share buyback during fiscal 2024 and fiscal 2023. Overall expenditure on pay has been calculated on a broadly consistent approach to the standard UK approach to calculating this amount and includes all global staff using normal accounting conventions for benefits and includes expected value assumptions in respect of share grants and so is not consistent with methodologies used elsewhere in this Part II.

  219. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | Annex B―Carnival plc Directors’ Remuneration Report (Part II) | | 2. Implementation Section |

  220. EXECUTIVE DIRECTORS

    (1) Effective April 1, 2020, at Mr. Arison’s request, Carnival Corporation suspended his salary. The suspension remained in effect through November 30, 2024. (2) Details of the matters for Mr. Weinstein provided within “Benefits” are disclosed in (and taken from) the “All Other Compensation” table in the “Compensation Tables” section of the Proxy Statement (other than employer contributions to Mr. Weinstein under the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan, which are included in “Pension”). Benefits provided to Mr. Weinstein include ($000): compensation in lieu of Savings Plan profit-sharing contributions ($531), private medical health insurance costs ($66.7), automobile lease or allowance ($24), and the following other benefits: spousal meals ($12); tax planning and return preparation fees ($3.5); accidental death or dismemberment and disability and life insurance premiums ($2.4); and personal travel ($1.5). Benefits provided to Mr. Arison include ($000): private medical health insurance costs ($61.5), driver and security ($31.4), automobile lease or allowance ($20), and the following other benefits: automobile repair and expenses ($8.3); payments to cover premiums on certain benefits and associated tax gross up ($3.6); accidental death or dismemberment and disability and life insurance premiums ($2); and spousal meals ($0.7). Consistent with past practice, benefits reflect the position under U.S. rules as no UK tax is payable. (3) Represents employer contributions under the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan. (4) Details of the performance measures and targets applicable to the annual bonus for fiscal 2024 are set out in “Implementation of Approved Policy” section above and in the “Annual Bonuses” section in Part I of the Carnival plc Directors’ Remuneration Report. No element of the annual bonus is subject to deferral. (5) Details of the performance measures and targets applicable to the ERA, a one-time retention and business recovery incentive granted in 2022, are set out in the “Earnings Recovery Alignment Performance Incentive Program” section in Part I of the Carnival plc Directors’ Remuneration Report. The ERA was granted to Mr. Weinstein prior to becoming CEO and Director. (6) No multi-year incentive programs concluded in fiscal 2023 or fiscal 2024. (7) The 2024 amount includes the value of the 2024 TBS grant which is subject to time vesting and continued employment.

  221. NON-EXECUTIVE DIRECTORS

    | | Fees | | Restricted Stock | | Total | | | | 2024 | 2023 | 2024(1) | 2023 | 2024 | 2023 | | Non-Executive Director | $(000) | | | | | | | Sir Jonathon Band | 155 | 140 | 190 | 175 | 345 | 315 | | Jason Glen Cahilly | 125 | 110 | 190 | 175 | 315 | 285 | | Nelda J. Connors(2) | 78 | N/A | 190 | N/A | 268 | N/A | | Helen Deeble | 125 | 110 | 190 | 175 | 315 | 285 | | Jeffrey J. Gearhart | 148 | 133 | 190 | 175 | 338 | 307 | | Katie Lahey | 125 | 110 | 190 | 175 | 315 | 285 | | Sara Mathew | 118 | 110 | 190 | 76 | 308 | 285 | | Stuart Subotnick | 155 | 140 | 190 | 175 | 245 | 315 | | Laura Weil | 155 | 133 | 190 | 175 | 245 | 307 | | Randy Weisenburger | 206 | 173 | 190 | 175 | 396 | 347 |

  222. NON-EXECUTIVE DIRECTORS

    | Director | Grant Date | Plan(1) | Number of Shares | Face Value(2) ($) | Threshold Vesting Level(3) (%) | Vesting Level at Maximum Performance(3) (%) | Anticipated Vesting Date(s) | | Micky Arison | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Josh Weinstein | 4/8/2024 | TBS | 168,119 | 2,632,744 | N/A | 100 | 4/21/2025, 2026, and 2027 | | | 4/8/2024 | PBS(4) | 392,278 | 6,143,073 | 50 | 200 | 4/21/2027 | | Sir Jonathon Band | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Jason Glen Cahilly | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Nelda J. Connors | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Helen Deeble | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Jeffrey J. Gearhart | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Katie Lahey | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Sara Mathew | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Stuart Subotnick | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Laura Weil | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 | | Randy Weisenburger | 4/8/2024 | Restricted Stock | 12,141 | 190,128 | N/A | 100 | 4/21/2027 |

  223. NON-EXECUTIVE DIRECTORS

    (1) The terms of PBS and TBS incentive programs to Mr. Weinstein and the terms of restricted stock grants to Non-Executive Directors and the basis on which these grants are made are summarized in the table above are described in the “Non-Executive Director Compensation” and “Compensation Tables” sections of the Proxy Statement. Although subject to a future vesting date, a Non-Executive Director restricted stock grant becomes non-forfeitable one year after their first election to the Boards. (2) Face values for all grants are calculated using the closing prices of a share of Carnival Corporation common stock at the relevant grant date, being $15.66 at April 8, 2024 for Mr. Weinstein and all Non-Executive Directors. (3) The restricted stock grants to Non-Executive Directors do not include performance conditions. The face value of this grant reflects the target value. The performance period is fiscal 2024 to 2026. If the performance conditions are fully met, vesting may be at up to 200% of the percentage indicated of the target number of shares where indicated.

  224. 2.11 DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS (AUDITED)

    | | Shares (including Restricted Shares and RSUs) | | | | Directors | Grants Without Performance Conditions That Have Not Vested(1) | Grants With Performance Conditions That Have Not Vested | Number of Shares Acquired on Vesting | | EXECUTIVE DIRECTORS | | | | | Micky Arison | — | — | — | | Josh Weinstein | 385,278 | 1,265,412 | 183,330 | | NON-EXECUTIVE DIRECTORS | | | | | Sir Jonathon Band | 40,338 | N/A | 6,804 | | Jason Glen Cahilly | 40,338 | N/A | 6,804 | | Nelda J. Connors | 12,141 | N/A | — | | Helen Deeble | 40,338 | N/A | 6,804 | | Jeffrey J. Gearhart | 40,338 | N/A | 6,804 | | Katie Lahey | 40,338 | N/A | 6,804 | | Sara Mathew | 37,943 | N/A | — | | Stuart Subotnick | 40,338 | N/A | 6,804 | | Laura Weil | 40,338 | N/A | 6,804 | | Randy Weisenburger | 40,338 | N/A | 6,804 |

  225. 2.15 PROVISION 40 DISCLOSURES

    | Clarity | Our compensation structure for Executive Directors is clearly and transparently explained and disclosed. We provide detailed disclosures on the performance measurements and vesting schedules used in annual and long-term incentives. We also conduct shareholder outreach to ensure shareholders understand our executive compensation program, and take into consideration their feedback, along with the results from the annual shareholder advisory votes on compensation-related matters. | | Simplicity | Our compensation program for our Executive Directors includes elements that are disclosed and explained in detail and that link compensation for our CEO, the only Executive Director that received salary, annual incentive and long-term incentives in fiscal 2024, to our long-term success and interests of our shareholders. | | Predictability | Target values, performance metric ranges and formulas for all performance-based compensation elements and payout ranges for bonuses are disclosed and explained. Use of discretion, if any, is also disclosed and explained. | | Proportionality | The annual and long-term incentives for our CEO in fiscal 2024 are linked to the fulfilment of quantitative performance measures and align the CEO’s compensation with our long-term performance and long-term value creation for our shareholders. The Compensation Committees retain discretion to ensure that rewards under the incentives reflect performance. | | Risk | Our Compensation Committees conduct an annual assessment, with support from management and the Compensation Committees’ independent consultants, to ensure our executive compensation program does not encourage excessive risk taking. Our executive compensation program is based on a pay-for-performance philosophy and provides a mix of long-term and short-term cash and equity incentives that is intended to motivate management to drive performance in short and long term and align interests with our shareholders. Bonus payout is limited to 200% and performance ranges for all long-term incentives are disclosed and limited. Our policy limits the risk of unfair or excessive remuneration through the following measures: • clearly defined limits on the maximum opportunities of incentives; • powers of discretion for our Compensation Committees to adjust formulaic outcomes of incentives to ensure payouts are aligned to performance; and • malus and clawback provisions on all incentives. | | Alignment with Culture | Our CEO’s compensation in fiscal 2024 is designed to drive behavior aligned with our culture, values and strategy, for example by tying annual and long-term incentives to achievement of health, environment, safety, security and sustainability measures, in addition to operating performance metrics. We also have a stock ownership policy which sets minimum shareholding requirements for our Executive Officers and all Directors. |

  226. GENERAL STATEMENT ON POLICY

    | Element | Purpose and Link to Strategy | Operation | Maximum | Performance Conditions | Changes to the Policy | | Context of Policy | As a U.S. headquartered business with most senior executives based in the U.S., the Compensation Committees’ overall approach to total compensation is to set pay by reference to U.S. market practice. Similarly, the design of bonus and long- term incentives is largely driven from a U.S. context. All Executive Directors serving in fiscal 2024 or anticipated to serve in fiscal 2025 were located in the U.S. Carnival plc has been advised that, to comply with the regulations, each element of pay needs to be subject to a monetary limit. Those limits are to ensure such compliance and are not reflective of any form of aspiration and are unlikely to have any practical impact on setting appropriate compensation levels. | | | | | | Base Salary | Provide a baseline level of fixed compensation that reflects level of responsibility. | Salaries are reviewed after results for the prior fiscal year are available. Salaries may be increased if merited by performance or other market factors to attract or retain our executives. Each year a competitive market review is undertaken to assist the Compensation Committees in their assessments. This assessment is undertaken against companies that the Compensation Committees consider to be appropriate. This data is used to inform considerations rather than to benchmark to any particular peer group level and the Compensation Committees apply appropriate judgment in consideration of the data. | As a consequence of the LMCG Regulations, the Compensation Committees need flexibility to consider appropriate increases so will operate to an individual cap of $2.5 million per annum with this level increasing from the date of approval by the increase from the date of approval in U.S. Consumer Price Index or (a similar measure of inflation if this ceases to be readily available). It will apply the factors set out in the previous column in considering salary adjustments and will not automatically gravitate to the maximum. | None. | None. | | Annual Bonus | To focus executives’ attention on achieving outstanding Carnival Corporation & plc performance against pre-determined financial targets as well as other relevant measures. | The annual bonus plan is referred to as the Carnival Corporation & plc Management Incentive Plan (“MIP”). Performance measures are chosen for each performance period to focus participants on achieving appropriate financial performance results as well as other relevant measures. At or following the commencement of each fiscal year, the Compensation Committees determine the target bonus for each participant by reference to such metrics they consider to be appropriate. | 200% of target bonus. The Compensation Committees reserve the right to reduce (but not increase) this percentage. Target bonuses may be set on such basis as the Compensation Committees consider to be appropriate and, in particular, may be adjusted each year to reflect changes in the performance metrics for the year. | The Compensation Committees may set such performance measures and targets for the annual bonus as they consider appropriate. These performance measures may be financial or non- financial and corporate, divisional or individual and in such proportions as the Compensation Committees consider appropriate. | None. |

  227. GENERAL STATEMENT ON POLICY

    | Element | Purpose and Link to Strategy | Operation | Maximum | Performance Conditions | Changes to the Policy | | | Provides flexibility in rewarding favorable individual and overall company performance. | Following the end of each fiscal year, the Compensation Committees confirm the performance condition outcomes and the preliminary bonus for each participant. This preliminary bonus is then moderated, which may increase or decrease the final bonus amount — see performance conditions. Bonuses are all currently paid in cash although the Compensation Committees reserve discretion to build in the ability to defer part of the bonus (whether into cash or shares). It is currently anticipated that the bonus will continue to be cash settled. | The target levels are set for each fiscal year as described in the preceding column. The LMCG Regulations refer to the need to set a maximum which will apply for up to a three-year period. The Compensation Committees will not set a target level in excess of $5 million per Director. | The starting point for assessment of any financial targets will normally be to review the reported figures in the Annual Report although the Compensation Committees may make adjustments to the reported figures to determine a position which, in their view, better reflects the underlying performance. No payout is earned unless the threshold level of performance is met. At threshold, target and maximum, such level as the Compensation Committees determine for that year (currently: 50%, 100% and 200% of target respectively) will be provisionally granted. However, this amount is not thereby guaranteed as such provisional figure is subject to the Compensation Committees considering wider performance under the moderation described below. Moderation The Compensation Committees may moderate (up or down but in all cases subject to the over- riding bonus cap for that year) the preliminary bonus outcomes in relation to financial outcomes taking account of both technical factors (such as the impact of changes in accounting principles), unusual gains and losses and other events outside the control of management and individual performance (such as successful implementation of strategic initiatives) as more fully detailed in Part I. Such moderation is a judgmental assessment by the Compensation Committees and not subject to formulae. | |

  228. GENERAL STATEMENT ON POLICY

    | Element | Purpose and Link to Strategy | Operation | Maximum | Performance Conditions | Changes to the Policy | | Long-Term Incentive Compensation | • To recognize scope of responsibilities • To reward demonstrated performance and leadership • To motivate future superior performance • To align the interests of the executive with our shareholders’ long-term interests • To encourage the retention of key executives | Each of Carnival Corporation & plc has adopted broad omnibus plans—the Carnival Corporation 2020 Stock Plan and the Carnival plc 2024 Employee Share Plan. Each of these plans permit equity grants to be made in a wide variety of forms including market value options, stock appreciation rights (“SARs”) and restricted stock or restricted stock unit grants and cash-based awards, each of which may or may not be subject to vesting performance measures as the Compensation Committees consider appropriate. The Compensation Committees reserve the right to use all aspects of the omnibus plans as approved by the shareholders. Current practice (but without limiting the powers within the plan rules) is to operate a program under which one or more forms of grants are made each year. These may include, but are not limited to: • Performance-Based Share (“PBS”) Grants: — subject to a three-year performance-based vesting; — allocations determined by taking account of aggregate market positioning of total direct compensation; — allow a maximum vesting of up to 200% of the number of shares granted as the target grant with 50% (although different percentages may apply to future grants) of target payable for achieving the threshold; and — no entrenched vesting regardless of performance on retirement included. | The Carnival Corporation 2020 Stock Plan and Carnival plc 2024 Employee Share Plan rules have individual maximum limits and the Compensation Committees operate to these limits. As those rules were drafted without regard to the UK regulations, the Compensation Committees have set a separate limit that grants, under all aspects of the plans, will not exceed $25 million in the year of grant. This figure looks at levels before the application of any performance multiplier and looks at the cash value used to determine awards whether cash or equity denominated (if equity denominated, the cash amount will be converted to shares using a share price at or near to the date of grant or as a fixed number of shares). Under the rules, if options are granted, they are valued at one-third of the grant date value. It should be noted that this inner limit has been drafted to comply with the UK regulations and does not reflect an intent or aspiration (the CEO’s fiscal 2025 target value is $11.5 million). In practice, awards will be made having regard to competitive compensation data in the U.S. (and elsewhere as the Compensation Committees consider relevant) and to the Compensation Committees’ assessment as to what is appropriate in light of business strategy, competitive data and the experience and caliber of the individuals. | The balance and mix of equity grants will be set at the discretion of the Compensation Committees and the Compensation Committees may set such performance conditions on the performance grants as they consider appropriate (whether financial, which may include, but not be limited to, earnings before interest and taxes (“EBIT”), operating income (“OI”), return on invested capital (“ROIC”) or total shareholder return (“TSR”) and/or non- financial and whether corporate, divisional or individual). The plans allow the Compensation Committees to exercise negative discretion, to reduce or eliminate the formulaic results of a performance grant. Performance grants may not be subject to additional performance conditions after the initial performance condition used to determine grant value is completed as the size of the initial grant may be determined by reference to pre-grant performance assessment. | None. |

  229. GENERAL STATEMENT ON POLICY

    | Element | Purpose and Link to Strategy | Operation | Maximum | Performance Conditions | Changes to the Policy | | Long-Term Incentive Compensation (con’t) | | • Time-Based Share (“TBS”) Grants: subject to a three-year annual pro-rata vesting; allocations determined by taking account of aggregate market positioning of total direct compensation. Each form of performance or time-vested grant may be structured as restricted stock units with dividend equivalents accrued to vesting. In practice, PBS and TBS grants have been structured as restricted stock units and dividend equivalents have accrued to vesting. Consistent with US practice, once vested, the recipient may hold or sell the shares, subject to our Stock Ownership Policy. While not currently utilized for Executive Directors, the share plans described above permit the operation of share options and SARs and the grant of fully vested unrestricted stock. Both options and SARs operate similarly, with a market value “strike price” and vesting schedules to be determined at the time of grant in accordance with prevailing practice. The difference between share options and SARs relates only to the settlement process, with the exercise of SARs being satisfied by the issue or transfer of shares equal to the holder’s gain net of exercise prices and all relevant payroll taxes. Carnival Corporation & plc will honor the vesting of all grants made under previous policies in accordance with the terms of such grants. | | | |

  230. GENERAL STATEMENT ON POLICY

    | Element | Purpose and link to strategy | Operation | Maximum | Performance Conditions | Changes to the Policy | | Non-Executive Directors’ Cash Retainer | To appropriately compensate Non- Executive Directors of the highest caliber. | Fee levels are periodically reviewed by the Boards (without the Non-Executive Directors voting on such matters, though to ensure coherence of approach, the Compensation Committees may make recommendations to the Boards) having regard to external comparators. The Boards exercise judgment as to what they consider to be reasonable in all the circumstances both as regards quantum and the mix of pay and do not apply a strict mathematical approach to assessing such levels (i.e. they do not automatically apply a median level). Within the stated maximum, the Boards reserve the right to consider how to structure the Non-Executive Directors’ fees and whether to utilize a general retainer, committee membership, chairmanship, attendance fees, or board attendance or time-based or travel allowances. Currently, the Non-Executive Directors receive an annual cash retainer fee. Fees are currently paid quarterly (but this may be varied). Non-Executive Directors also receive reimbursement of travel related expenses. | Under the LMCG Regulations, Non- Executive Directors are equally subject to policy caps as their executive colleagues. Accordingly, the Boards will operate within a cash cap per individual of $300,000 (which may be doubled in the case of a non-executive chair). However, should the Boards cease to make restricted share grants as detailed below, the cap for Directors’ cash retainer stated above may be increased by the maximum value of the cap relating to restricted share grants. | None. | To increase the cash retainer cap by $50,000. This is the first increase since 2017. | | Annual Stock Grants | To appropriately compensate Non- Executive Directors of the highest caliber. To align Non- Executive Directors’ interests with those of shareholders. | Non-Executive Directors receive annual share grants at such level as the Boards consider to be appropriate. Grants may, but are not required to, be subject to vesting or restrictions. Current practice is for grants to remain restricted for three years following grant and are not forfeitable. Beginning in 2025, the Boards wish to change practice to grant unrestricted shares which may include a one-year vesting period for Non-Executive Directors with less than one year of service on the Boards. | The formal cap is $250,000 per individual (which may be doubled in the case of a non-executive chair). However, should the Boards cease to pay Non-Executive Directors a cash retainer as detailed above, the cap for restricted share grants may be increased by the maximum value of the cap relating to Non-Executive Directors’ cash retainer. | No performance conditions apply to ensure the Non- Executive Directors maintain their independence. | Allows for grants of unrestricted stock and provides flexibility in determining whether vesting or restricted periods will apply. |

  231. 3.2 RECRUITMENT REMUNERATION POLICY

    3.2 RECRUITMENT REMUNERATION POLICY The following represents guidelines considered reasonable by the Compensation Committees, but they may need to change in relation to securing an appropriate candidate whose appointment would, in their view, be in shareholders’ best interests. • In terms of the principles for setting a package for a new Executive Director, the starting point for the Compensation Committees will be to look to the general policy for Executive Directors as set out above and structure a package in accordance with that policy. However, as provided for in the relevant regulations, the Compensation Committees reserve the right to make payments of base salary and make benefit or pension provisions outside of the scope of the general policy (and its caps) for Executive Directors to meet individual circumstances of the recruitment (recognizing that such events are inherently exceptional and unplanned and that it would be disproportionate to seek shareholder approval). • Ignoring any special recruitment arrangements which may prove to be necessary, the annual bonus and long-term incentive compensation arrangements will operate (including the maximum grant levels) as detailed in the general policies in relation to any newly appointed Director. • For an internal appointment, any variable pay element provided in respect of the prior role may either continue on its original terms or be adjusted to reflect the new appointment as appropriate. • For external and internal appointments, the Compensation Committees may agree that Carnival Corporation & plc will meet certain relocation expenses as Compensation Committees consider appropriate and/or to make a contribution towards legal fees in connection with agreeing employment terms. • Whether to enter into an employment agreement and the terms of such agreement will be determined at the time having regard to norms in the U.S. and/ or where the executive will be based. • Carnival Corporation & plc will not pay more than is, in the view of the Compensation Committees, necessary and will in all cases seek, in the first instance, to deliver any such grants under the terms of the existing incentive pay structure. It may, however, be necessary in some cases to make such grants on terms that are more bespoke than the existing annual and equity-based pay structures in Carnival Corporation & plc in order to secure a candidate. Details of any such grants will be appropriately disclosed. • All such grants for external appointments (whether to buy-out forfeited grants or negotiated as a sign-on grant), whether under the annual bonus plan, PBS, TBS or otherwise, will take account of the nature, time-horizons and performance requirements for any remuneration relinquished by the individual when leaving a previous employer and will only include guaranteed sums where the Compensation Committees consider that it is necessary to secure the recruitment. For the avoidance of doubt, where recruitment related grants are intended to replace existing grants held by a candidate in an existing employer, the maximum amounts for incentive pay as stated in the general policies will not apply to such grants. The Compensation Committees have not placed a maximum limit on any such grants which it may be necessary to make as it is not considered to be in shareholders’ interests to set any expectations for prospective candidates regarding such grants. Any recruitment- related grants which do not replace grants with a previous employer will be subject to the limits as detailed in the general policy.

  232. ALL EXECUTIVE DIRECTORS

    ALL EXECUTIVE DIRECTORS For the avoidance of doubt, the LMCG Regulations do not require the inclusion of a cap or limit in relation to payments for loss of office. Carnival Corporation & plc may, in line with U.S. practice, enter into a severance agreement with an Executive Director authorizing up to two times annual base salary and two times annual target bonus in the event of involuntary loss of office not for cause. Involuntary loss of office includes but is not limited to, position elimination events, adverse impact reassignment/ reduction of base pay by 10% or target compensation of 15% or mutual separation determinations. The Compensation Committees will aim to ensure that the terms of any such agreement is, in their view, appropriate in the context of where the executive resides and is fair and reasonable. The agreement may also provide for: • retention of perquisites which they currently receive for a period; • payment of an annual bonus for the year of departure (pro-rated to the period actually worked); • retention or acceleration of vesting of any outstanding equity grants • a notice period in line with U.S. practice; and • payment for other items, such as outplacement services, legal fees, settlement payments and such other payments as our legal advisors advise may be necessary or expedient. The payments provided pursuant to a severance agreement will be subject to confidentiality, non-compete, non-solicitation and non-disparagement provisions, unless prohibited by law or regulation, and delivery of a signed waiver/release of all claims acceptable to Carnival Corporation & plc. Further detail on the terms of the potential payments upon termination or change of control are contained in the Executive Compensation section of the Proxy Statement. Any amounts already accrued under non-qualified deferred compensation arrangements or any pension related arrangements, which have already accrued to the executive, will be retained and will not be a termination payment. Acceleration of share grants may occur following a change of control if an executive’s position was terminated or may occur following the termination of their employment as disclosed in detail in the Potential Payments upon Termination or Change of Control part of the Executive Compensation section of the Proxy Statement. Mr. Arison. The Compensation Committees have adopted a policy not to enter into employment contracts with longer-serving Executive Directors. Accordingly, Carnival Corporation & plc do not have an employment agreement with Mr. Arison that would pay any cash severance benefits in connection with termination of employment. Mr. Weinstein. Carnival Corporation & plc do not have an employment agreement with Mr. Weinstein that would pay any cash severance benefits in connection with termination of employment. Carnival Corporation

  233. 3.4 PERFORMANCE SCENARIOS

    | Minimum | • “Salary” consists of base salary, benefits and pension. • Base salary is the salary related to fiscal 2025 to be paid from March 1, 2025 through February 28, 2026. • Benefits measured as reported benefits received in fiscal 2024. | | | | | | | $000 | Base Salary | Benefits | Pension | Total Fixed | | | Mr. Weinstein | 1,450 | 641 | 13 | 2,104 | | | Mr. Arison | 0 | 127 | 0 | 127 | | On-target | Based on what the Executive Director would receive if performance was on-target: • Short term incentive consists of the target bonus ($2.9 million) set by the Compensation Committees for fiscal 2025 for Mr. Weinstein and nil for Mr. Arison. • Long-term incentives for Mr. Weinstein include the expected target values of his PBS ($6.9 million) and TBS ($4.6 million) grants and nil for Mr. Arison. While the precise grant levels are set each year, the Compensation Committees believe this is indicative of ongoing policy. | | | | | | Maximum | Based on the maximum compensation receivable (excluding share price appreciation and dividends): • Short-term incentive consists of the maximum bonus (200% of target bonus). Long-term incentive consists of the grant date value of the maximum number of PBS at (200% of target) and 100% of TBS. | | | | | | Maximum plus 50% Share Price | Reflects the same position as the preceding Maximum except that share price appreciation of 50% has been assumed. | | | | |

  234. Statement of Compliance with the UK Corporate Governance Code

    Carnival Corporation & plc has applied all principles of the UK Corporate Governance Code and complied with its provisions throughout the year ended November 30, 2024, with the following exceptions: • Provision 3 provides that the Chair should seek regular engagement with major shareholders. While our Chair participates in select shareholder engagement meetings, as an Executive Director and a significant shareholder, he does not lead our Board’s regular shareholder engagement program. In order to facilitate effective shareholder engagement and achieve what we believe to be a better corporate governance outcome, our shareholder engagement program is primarily led by our investor relations team and our CEO, with support from other members of senior management, our Chair, our Senior Independent Director, and other Non-Executive Directors and/or Committee chairs, as appropriate, as explained in this Corporate Governance Report under “Relations with Shareholders” and in the Proxy Statement under “Shareholder Engagement”; • Provision 19 provides that the Chair should not remain in post beyond nine years from the date of their first appointment to the Board. In addition, Provision 9 provides that the Chair should be independent on appointment. Our Chair of the Board of Directors of Carnival plc has been in his post for longer than nine years and was not considered independent on appointment. The Boards believe that due to Mr. Arison’s unique experience and skills, his continued service as Chair is in the best interests of the Companies and their shareholders, as explained in this Corporate Governance Report under “Board Balance and Independence;” • Provision 36 provides that share grants granted to Executive Directors should be subject to a total vesting and holding period of five years or more and that a formal policy for post-employment shareholding requirements should be developed. Our share grants to our U.S.-based President, CEO and Chief Climate Officer are subject to vesting periods that are less than five years, consistent with standard U.S. compensation practices, as explained in Part I of the Carnival plc Directors’ Remuneration Report (included in our Proxy Statement) under “Equity-based Compensation.” In addition, we do not have a formal policy for a Director’s post-employment shareholding, consistent with standard U.S. compensation practices, as explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement under “Statement by Randy Weisenburger, Chair of the Compensation Committees”; and Provision 38 provides that only basic salary should be pensionable. The annual bonuses of our U.S. Executive Directors, consistent with U.S. pay practices, form part of their pensionable salary, as explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement under “Total Pension Entitlements.”