DEF 14A of Carnival Corp Ltd., Feb 27, 2026

DEF 14A of Carnival Corp Ltd.

Filed Feb 27, 2026 · FY20250001104659-26-021074

Open on EDGAR

  1. JOSH WEINSTEIN

    | 78 | Potential Payments Upon Termination or Change of Control | | 81 | U.S. CEO Pay Ratio | | 81 | Pay versus Performance | | 86 | AUDIT MATTERS | | 86 | Proposal 14―Appointment of the Independent Auditor of Carnival plc and Ratification of Selection of Independent Registered Public Accounting Firm of Carnival Corporation | | 86 | Proposal 15―Authorization to Determine the Remuneration of Independent Auditor of Carnival plc | | 87 | Report of the Audit Committees | | 89 | Independent Registered Public Accounting Firm | | 90 | OTHER PROPOSALS | | 90 | Proposal 16―Receipt of Accounts and Reports of Carnival plc | | 91 | Proposal 17―Approval of the Grant of Authority to Allot New Carnival plc Shares | | 91 | Proposal 18―Approval of the Disapplication of Pre-Emption Rights Applicable to Carnival plc | | 94 | Proposal 19―Approval of a General Authority to Buy Back Carnival plc Ordinary Shares | | 96 | QUESTIONS AND ANSWERS | | 96 | Questions Applicable to All Shareholders | | 103 | Questions Specific to Shareholders of Carnival Corporation | | 107 | Questions Specific to Shareholders of Carnival plc | | 109 | 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 |

  2. 2026 Nominees for Re-Election to the Boards

    2026 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 2025 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. 2026 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. 2026 Nominees for Re-Election to the Boards

    | Governance and Board Matters | | 2026 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 the execution of 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. It is not intended to be an exhaustive list of each nominee’s contributions to the Boards. 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 in another 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 varying 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 oversee our operating and strategic performance and capital allocation approach, and promote 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 | |

  7. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2026 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 | | 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 | | | Technology & Cybersecurity | Experience with information technology and cybersecurity matters is increasingly important to mitigate the risks our business faces, promote innovation and maintain a competitive edge 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 | | 2026 Nominees for Re-Election to the Boards |

  11. DIRECTOR SKILLS AND QUALIFICATIONS

    | MICKY ARISON | | | | AGE 76 | | 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 76 | | 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 2024) • Survitec Group (2015 to 2019) • Lockheed Martin UK Limited (2010 to 2015) |

  15. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2026 Nominees for Re-Election to the Boards |

  16. DIRECTOR SKILLS AND QUALIFICATIONS

    | JASON GLEN CAHILLY | | | | AGE 55 | | 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 | | 2026 Nominees for Re-Election to the Boards |

  19. DIRECTOR SKILLS AND QUALIFICATIONS

    | NELDA J. CONNORS | | | | AGE 60 | | 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 (2024 to present) • Otis Worldwide Corporation (2022 to present) • Zebra Technologies Corporation (2022 to present) PRIOR COMPANY BOARDS • Baker Hughes Company (2020 to 2024) • Boston Scientific Corporation (2009 to 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 | | 2026 Nominees for Re-Election to the Boards |

  22. DIRECTOR SKILLS AND QUALIFICATIONS

    | HELEN DEEBLE | | | | AGE 64 | | 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 • None PRIOR COMPANY BOARDS OR ENGAGEMENTS • CMO Group PLC (2021 to March 2025, when the CMO Group PLC delisted and registered as a private limited company) • 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 | | 2026 Nominees for Re-Election to the Boards |

  25. DIRECTOR SKILLS AND QUALIFICATIONS

    | JEFFREY J. GEARHART | | | | AGE 61 | | INDEPENDENT Carnival Corporation Director since 2020 | | INDEPENDENT Carnival plc Director since 2020 | | COMMITTEES • Audit • Compliance |

  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 | | 2026 Nominees for Re-Election to the Boards |

  28. DIRECTOR SKILLS AND QUALIFICATIONS

    | KATIE LAHEY | | | | AGE 75 | | 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 | | 2026 Nominees for Re-Election to the Boards |

  31. DIRECTOR SKILLS AND QUALIFICATIONS

    | STUART SUBOTNICK | | | | AGE 84 | | 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 | | 2026 Nominees for Re-Election to the Boards |

  34. DIRECTOR SKILLS AND QUALIFICATIONS

    | LAURA WEIL | | | | AGE 69 | | 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 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, a privately held company 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 | | 2026 Nominees for Re-Election to the Boards |

  37. DIRECTOR SKILLS AND QUALIFICATIONS

    | JOSH WEINSTEIN | | | | AGE 51 | | 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 ◦ Chief Executive 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 • Chipotle Mexican Grill Inc. (November 2025 to present) |

  39. DIRECTOR SKILLS AND QUALIFICATIONS

    | Governance and Board Matters | | 2026 Nominees for Re-Election to the Boards |

  40. DIRECTOR SKILLS AND QUALIFICATIONS

    | RANDALL WEISENBURGER | | | | AGE 67 | | 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. COMMUNICATIONS BETWEEN SHAREHOLDERS OR INTERESTED PARTIES AND THE BOARDS

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

  44. Non-Executive Director Compensation

    Non-Executive Director Compensation

  45. Non-Executive Director Compensation

    | Annual Compensation | | |

  46. 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 |

  47. Non-Executive Director Compensation

    During fiscal 2025, 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. The Presiding Director received an additional retainer of $50,000 in fiscal 2025. 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. 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

  48. Non-Executive Director Compensation

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

  49. Non-Executive Director Compensation

    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 share grants under the Carnival Corporation 2020 Stock Plan. The Boards of Directors approved an unrestricted share grant for each Non-Executive Director re-elected at the 2025 Annual Meetings of Shareholders with a grant value equal to $195,000. Accordingly, on April 16, 2025 a grant of 11,117 Carnival Corporation unrestricted 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 ($17.54). The 2025 annual Non-Executive Director share grants under the Carnival Corporation 2020 Stock Plan vest effective on the grant date for Non-Executive Directors that have served on the Board for at least one year from their initial appointment or election to the Board. For newly appointed or elected Directors, the grants vest and become non-forfeitable on the first anniversary of the Non-Executive Director’s initial appointment or election to the Board. All of the Non-Executive Directors who received 2025 grants had already served on the Board for at least one year. Unrestricted shares granted to Non-Executive Director have the same rights with respect to dividends and other distributions as all 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 2025, the Compensation Committees undertook a review of Non-Executive Director pay that included benchmarking against the peer group companies. Following that review, the Compensation Committees recommended, and the Boards approved, certain changes effective December 1, 2025 to more closely align our Non-Executive Director compensation with competitive market data and trends, as summarized below.

  50. Non-Executive Director Compensation

    | Director Pay Element | Fiscal 2025 ($) | Fiscal 2026 ($) | | Annual Cash Retainer | 110,000 | | | Committees Member Retainer: | | | | Audit & HESS | 10,000 | 20,000 | | All other Committees | 10,000 | | | Committees Chair Retainer: | | | | Audit & HESS | 30,000 | 35,000 | | All other Committees Chairs | 30,000 | | | Presiding Director & Senior Independent Director Retainer | 50,000 | | | Annual Equity Retainer | 195,000 | 210,000 |

  51. Non-Executive Director Compensation

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

  52. DIRECTOR COMPENSATION FOR FISCAL 2025

    DIRECTOR COMPENSATION FOR FISCAL 2025 The following table details the total compensation earned by our Directors in fiscal 2025, 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.

  53. DIRECTOR COMPENSATION FOR FISCAL 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Grants(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | Micky Arison | ― | ― | 126,507 | 126,507 | | Sir Jonathon Band | 160,000 | 198,661 | ― | 358,661 | | Jason Glen Cahilly | 130,000 | 198,661 | ― | 328,661 | | Nelda J. Connors | 120,000 | 198,661 | ― | 318,661 | | Helen Deeble | 130,000 | 198,661 | ― | 328,661 | | Jeffrey J. Gearhart | 150,000 | 198,661 | ― | 348,661 | | Katie Lahey | 130,000 | 198,661 | ― | 328,661 | | Sara Mathew(4) | 45,495 | 0 | ― | 45,495 | | Stuart Subotnick | 160,000 | 198,661 | ― | 358,661 | | Laura Weil | 160,000 | 198,661 | ― | 358,661 | | Randall Weisenburger | 220,000 | 198,661 | ― | 418,661 |

  54. DIRECTOR COMPENSATION FOR FISCAL 2025

    (1) Represents the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation unrestricted shares made in fiscal 2025, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). On April 16, 2025, each of the Non-Executive Directors re-elected at the 2025 Annual Meetings of Shareholders received a grant of 11,117 unrestricted 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 ($17.54); however, ASC 718 requires us to use the grant date closing price of a share of Carnival Corporation common stock ($17.87) for purposes of disclosing the grant date value of unrestricted share grants in this table. The shares may be forfeited if a Director ceases to serve on the Boards within their first year of service for any reason other than death or disability. All of the Non-Executive Directors who received grants served for all of fiscal 2025. (2) None of the Directors hold stock options. The aggregate number of Carnival Corporation and Carnival plc restricted shares held at November 30, 2025 were as follows:

  55. DIRECTOR COMPENSATION FOR FISCAL 2025

    | Name | Restricted Shares (#) | | Micky Arison | 0 | | Sir Jonathon Band | 30,797 | | Jason Glen Cahilly | 30,797 | | Nelda J. Connors | 12,141 | | Helen Deeble | 30,797 | | Jeffrey J. Gearhart | 30,797 | | Katie Lahey | 30,797 | | Sara Mathew | 30,797 | | Stuart Subotnick | 30,797 | | Laura Weil | 30,797 | | Randall Weisenburger | 30,797 |

  56. DIRECTOR COMPENSATION FOR FISCAL 2025

    (3) Benefits provided to Mr. Arison as executive Chair include driver and security ($33,759), secondary medical reimbursement plan and associated tax gross up ($31,367), medical allowance ($28,041), automobile lease or allowance ($18,069), and the following other benefits ($15,271 in total): payments to cover premiums on certain benefits and associated tax gross up; automobile repair and expenses; private medical plan (December only); and accidental death or dismemberment, disability and life insurance premiums. The total value of benefits received by each of the Non-Executive Directors was less than $10,000. Ms. Mathew stepped down from the Boards in April 2025.

  57. DIRECTOR COMPENSATION FOR FISCAL 2025

    | Governance and Board Matters | | Related Person Transactions |

  58. 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 2025 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.

  59. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Set forth below is information concerning the share ownership as of January 13, 2026 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, 2026 (being 60 days after January 13, 2026) through the vesting of RSUs.

  60. 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 | 94,142,908(2)(3) | 7.6 | 0 | ― | 6.8 | | Sir Jonathon Band | 64,406 | *** | 0 | ― | *** | | David Bernstein | 223,880(4) | *** | 0 | ― | *** | | Jason Glen Cahilly | 80,505 | *** | 0 | ― | *** | | Nelda J. Connors | 23,258 | *** | 0 | ― | *** | | Helen Deeble | 83,214 | *** | 0 | ― | *** | | Bettina Deynes | 56,775(4) | *** | 0 | ― | *** | | Jeffrey J. Gearhart | 72,768 | *** | 0 | ― | *** | | Katie Lahey | 77,756 | *** | 0 | ― | *** | | Lars Ljoen | 27,846 | *** | 0 | ― | *** | | Enrique Miguez | 115,642(4) | *** | 0 | ― | *** | | Stuart Subotnick | 125,325 | *** | 0 | ― | *** | | Laura Weil | 124,522 | *** | 0 | ― | *** | | Josh Weinstein | 715,019(4) | *** | 0 | ― | *** | | Randall Weisenburger | 1,362,864(5) | *** | 0 | ― | *** | | All Directors and Executive Officers as a group (15 persons) | 97,296,688 | 7.9 | 0 | — | 7.0 |

  61. 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 shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share

  62. DIRECTORS AND EXECUTIVE OFFICERS

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

  63. DIRECTORS AND EXECUTIVE OFFICERS

    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. 87th 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) 13,406,463 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 2023 time-based restricted stock units and performance-based restricted stock units granted in April 2023, all of which are scheduled to be released on February 10, 2026. (5) Includes 961,238 shares held by Mile 26 Capital LLC.

  64. LETTER FROM THE CHAIR OF OUR COMPENSATION COMMITTEES

    LETTER FROM THE CHAIR OF OUR COMPENSATION COMMITTEES Fellow Shareholders, Each year, the Compensation Committees conduct the important task of evaluating the design of our executive compensation programs to ensure they continually drive performance against important business priorities and align with the interests of our shareholders. The Compensation Committees are deeply focused on ensuring our compensation programs reflect our pay-for-performance philosophy. The design of our 2025 executive compensation program is largely consistent with the 2024 program. The program continues to reflect a predominantly at-risk, quantitative performance-based structure. The long-term incentive component retains a simplified structure consisting of performance-based equity (PBS) to incentivize strong performance as well as time-based equity (TBS) to support our retention goals. For our performance-based programs, our Compensation Committees established challenging performance goals to drive financial and operational success for the year and over a longer-term horizon. The modest design changes effective in fiscal 2025 included updates to 2025 PBS performance metrics to incorporate a relative TSR metric as well as to change from an adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) metric to a Normalized Operating Income per ALBD metric to reflect normalized operations and leverage levels, align with shareholder interests and reward our long-term success.

  65. Summary of Fiscal 2025 Named Executive Officer Compensation

    Summary of Fiscal 2025 Named Executive Officer Compensation Consistent with our compensation philosophy and investor feedback, our 2025 program continued 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 aligns our performance with the interests of our shareholders while also balancing the need to drive measured, well-informed, and long-term focused decision-making by senior leadership. Our 2025 compensation program included: •

  66. Performance metrics for our 2025 annual cash bonus delivered through our MIP focus on Normalized Adjusted Operating Income (80%) as

    Performance metrics for our 2025 annual cash bonus delivered through our MIP focus on Normalized 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 2025 equity-based incentive program: • PBS (performance-based share) grants, weighted at 60%, designed to support our return to profitable growth, align with shareholder interest and reward long-term success by measuring Normalized Operating Income per adjusted lower berth days (“ALBD”), adjusted ROIC, relative TSR and GHG intensity reductions for fiscal years 2025, 2026 and 2027. TBS (time-based share) grants, weighted at 40%, to support our retention objectives by providing for annual vesting over a three-year period subject to continued employment.

  67. Performance metrics for our 2025 annual cash bonus delivered through our MIP focus on Normalized Adjusted Operating Income (80%) as

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

  68. Performance metrics for our 2025 annual cash bonus delivered through our MIP focus on Normalized Adjusted Operating Income (80%) as

    | Fiscal 2025 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: • Normalized Adj. 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: • Normalized Operating Income per ALBD (45%) • Adjusted ROIC (20%) • Relative TSR (20%) • GHG Intensity Reduction (15%) Additional Detail: • Cliff vests following a three-year measurement period • Payout range of 0 to 200% of target | • Continued a structure based on multiple pre-established quantifiable metrics measured over a multi-year period • Incorporated updated metrics that are designed to reflect normalized operations and leverage levels, align with shareholder interests and reward our long-term success, including by benchmarking our TSR relative to our peers in the travel and leisure sector | | | TBS (Time-Based Share Grants) | Three years | • Vests 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 |

  69. Performance metrics for our 2025 annual cash bonus delivered through our MIP focus on Normalized Adjusted Operating Income (80%) as

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

  70. SUMMARY OF OUR 2025 DECISIONS

    | Factors That Guided Compensation Decisions | • Our compensation philosophy, as well as our policies, practices and objectives • Degree of achievement of key strategic financial and operational goals for fiscal 2025 • Advice of an independent compensation consultant • Shareholder input • Market pay practices • The impact of any individual compensation element on the other elements and on total compensation | | Fiscal 2025 Compensation Program Changes | In line with our updated philosophy targeting the market median for total compensation, in 2025 we continued to make phased adjustments to our Named Executive Officers’ target compensation levels to bring them in line with the market median, based on our review of our peer group and compensation survey data. | | Key Fiscal 2025 Compensation Decisions | Base Salary Decisions For fiscal 2025, the Compensation Committees approved increases to base salary for all Named Executive Officers in keeping with our philosophy to provide competitive pay that aligns with broader market benchmarking. The base salary increases ranged from four to 22 percent. Annual Cash Bonus For fiscal 2025, the Compensation Committees approved increases to the bonus targets for all Named Executive Officers except Mr. Bernstein, in keeping with our compensation philosophy. The primary performance metric for the bonus was Normalized Adjusted Operating Income, with the balance of performance metrics focused on performance of environmental and safety initiatives. Due to our strong financial performance, the Named Executive Officers earned a 191.1 percent payout under the Normalized Adjusted Operating Income metric, and a 170.3 percent payout on the environmental and safety initiatives metric, resulting in a final, weighted payout of 186.9 percent. Equity Grant Decisions For fiscal 2025, the Compensation Committees approved increases to equity incentive compensation targets for all Named Executive Officers following a review of market data for comparable roles. The equity-based program remained majority performance-based with refined performance metrics for 2025 focusing on profitability, shareholder returns relative to our peers, disciplined capital spending and GHG reduction measures, with a time-based component included to support our retention objectives. |

  71. 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 2025, 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.

  72. 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.

  73. 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 2025 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 2025, the Compensation Committees approved increases to base salary for all Named Executive Officers effective March 1, 2025 (other than Mr. Ljoen for whom the increase was effective January 1, 2025), in keeping with our philosophy to provide competitive pay that aligns with broader market benchmarking. Following these adjustments, Named Executive Officer base salaries are generally near market median (based on the review of our peer group and compensation survey data).

  74. 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. For fiscal 2025, the Compensation Committees approved increases to the bonus targets for all Named Executive Officers except Mr. Bernstein, in keeping with our philosophy to provide competitive pay that aligns with broader market benchmarking. These increases helped bring total compensation for our Named Executive Officers nearer to, but generally still lower than, market median (based on the review of our peer group and compensation survey data). The target opportunities for fiscal 2025 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.

  75. ANNUAL BONUSES

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

  76. ANNUAL BONUSES

    | Name | 2024 Target Bonus ($) | 2025 Target Bonus ($) | | Josh Weinstein | 2,800,000 | 2,900,000 | | David Bernstein | 1,350,000 | 1,350,000 | | Bettina Deynes | 375,000 | 500,000 | | Lars Ljoen(1) | N/A | 500,000 | | Enrique Miguez | 505,000 | 625,000 |

  77. ANNUAL BONUSES

    (1) Mr. Ljoen was not a Named Executive Officer for fiscal 2024. The 2025 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 2025, as we continued our strategic focus on profitability, the Compensation Committees maintained Normalized Adjusted Operating Income as the primary MIP performance metric, with the balance of 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. For additional information on our Core Values, please refer to the Carnival plc Corporate Governance Report (attached as Annex C) under “Workforce Engagement.”

  78. ANNUAL BONUSES

    | Summary of MIP Annual Cash Bonus Design for 2025 | | | 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 | | Normalized Adjusted Operating Income | 80% | | HESS | 20% | | • Safe and Compliant Ships | | | • Safe and Healthy Passengers and Crew | | | • Protecting the Environment | |

  79. 2025 MIP Performance Metrics and Targets (Audited)

    2025 MIP Performance Metrics and Targets (Audited) Our 2025 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 Normalized Adjusted Operating Income performance measure, as well as the actual results and payout. The Normalized Adjusted Operating Income performance goals required meaningful growth over fiscal 2024 adjusted Operating Income to achieve the target payout. The final Normalized Adjusted Operating Income result was $4.3 billion1, above our target goal.

  80. 2025 MIP Performance Metrics and Targets (Audited)

    | Normalized Adjusted Operating Income (80%) | Threshold | Target | Maximum | 2025 Actual | | Normalized Adjusted Operating Income ($ in millions)1 | 3,605 | 3,916 | 4,337 | 4,300 | | Payout (%) of Target | 50 | 100 | 200 | 191.1 |

  81. 2025 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 2025 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 Normalized 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.”

  82. 2025 MIP Performance Metrics and Targets (Audited)

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

  83. 2025 MIP Performance Metrics and Targets (Audited)

    were reviewed and approved by the CEO, the HESS Committees and then by the Compensation Committees in establishing the 2025 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).

  84. 2025 MIP Performance Metrics and Targets (Audited)

    | HESS (20%) | Threshold | Target | Maximum | 2025 Actual | | Focus areas: | | | | | | • Safe and Compliant Ships (35-point potential) (29.2 points achieved) | 50 points | 70 points | 85 points or above | 81.8 points | | • Safe and Healthy Passengers and Crew (30-point potential) (22.7 points achieved) | | | | | | • Protecting the Environment (35-point potential) (29.8 points achieved) | | | | | | Payout (%) of Target | 50% | 100% | 200% | 179% |

  85. 2025 MIP Performance Metrics and Targets (Audited)

    The total points achieved for 2025 are associated with a payout of 179% 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 “2025 Actual” points achieved shown above be adjusted to, and approved at, 170.3%. 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.

  86. 2025 MIP Performance Metrics and Targets (Audited)

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

  87. 2025 MIP Performance Metrics and Targets (Audited)

    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 four environmental metrics: compliance with emission and discharge regulations, carbon intensity reduction relative to assigned targets, use of lower emissions fuels and food waste management.

  88. 2025 MIP Annual Cash Bonus Performance Results

    2025 MIP Annual Cash Bonus Performance Results The formula-based MIP annual cash bonus results for fiscal 2025 reflected our strong performance in fiscal 2025. Overall performance against the goals for the Named Executive Officers is 186.9%, 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 2025. The following table summarizes the results for each MIP performance goal, the overall MIP formula-based performance, and the final bonus amounts earned:

  89. 2025 MIP Annual Cash Bonus Performance Results

    | | Normalized Adjusted Operating Income | | | HESS | | | 2025 MIP Results | 2025 MIP Bonus Earned | | Name | 2025 Actual ($ in millions) | % of Target | Weighting | 2025 Actual | % of Target | Weighting | % of Target | ($) | | Josh Weinstein | 4,300 | 191.1 | 80% | 81.8 points | 170.3 | 20% | 186.9 | 5,420,100 | | David Bernstein | | | | | | | | 2,523,150 | | Bettina Deynes | | | | | | | | 934,500 | | Lars Ljoen | | | | | | | | 934,500 | | Enrique Miguez | | | | | | | | 1,168,125 |

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

    EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES

  91. 2025 Equity-Based Incentive Program

    2025 Equity-Based Incentive Program For 2025, the equity-based program remained majority performance-based with a refined focus on profitability, shareholder returns relative to the travel and leisure industry, disciplined capital spending and GHG reduction measures, with time-based restricted stock units included to support our retention objectives.

  92. 2025 Equity-Based Incentive Program

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

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

    | Equity Mix | Compensation Committees’ Actions and Rationale | | | • Continued improvements over the longer term in our operating environment support maintaining majority performance-based compensation, with time-based compensation intended to support retention objectives while also tying pay to stock price performance • PBS performance criteria measured against multi-year performance on Normalized Operating Income per ALBD (45%), Adjusted ROIC (20%), Relative TSR (20%) and GHG Intensity Reduction (15%) |

  94. 2025 Equity Compensation Targets

    2025 Equity Compensation Targets For fiscal 2025, 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 and compensation survey data). 2025 equity compensation targets for each Named Executive Officer are as follows:

  95. 2025 Equity Compensation Targets

    | Named Executive Officer | PBS (60%) ($) | TBS (40%) ($) | Total Target Value ($) | | Josh Weinstein | 6,900,000 | 4,600,000 | 11,500,000 | | David Bernstein | 1,941,000 | 1,294,000 | 3,235,000 | | Bettina Deynes | 781,200 | 520,800 | 1,302,000 | | Lars Ljoen | 564,030 | 375,975 | 940,005 | | Enrique Miguez | 890,400 | 593,600 | 1,484,000 |

  96. 2025 PBS and TBS Equity Incentives

    2025 PBS and TBS Equity Incentives PBS grants represent 60% of our Named Executive Officers’ target equity incentive in our 2025 compensation program. These grants are subject to a three-year measurement period of fiscal 2025-2027, and will cliff vest in 2028 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 Compensation Committees approved the following performance metrics and weightings:

  97. 2025 PBS and TBS Equity Incentives

    | Normalized Operating Income per ALBD | Adjusted ROIC | Relative TSR | GHG Intensity Reduction | | 45% | 20% | 20% | 15% |

  98. 2025 PBS and TBS Equity Incentives

    The Compensation Committees believe these metrics taken together serve as a strong holistic representation of our long-term performance by measuring absolute profitability and capital efficiency, relative shareholder returns, and progress on our sustainability priorities. The specific performance targets for Normalized Operating Income per ALBD, Adjusted ROIC and GHG Intensity Reduction will be disclosed after the end of the performance period in the 2027 Proxy Statement, as the Boards consider them strategic and commercially sensitive to disclose at this time, given the absence of a robust set of publicly traded peers of comparable size. The Relative TSR performance metric measures our company’s TSR versus the TSR of each of the companies included in the Dow Jones U.S. Travel & Leisure Index. TSR is determined by measuring the average adjusted closing price of a share of common

  99. 2025 PBS and TBS Equity Incentives

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

  100. 2025 PBS and TBS Equity Incentives

    stock for the 20 trading days before the first trading day of the performance period and at the end of the performance period. The closing price is adjusted to account for both capital gains and additional value generated from reinvested dividends and stock splits over the specified time periods. The Relative TSR performance metric is applied as follows:

  101. 2025 PBS and TBS Equity Incentives

    | Performance Period Segments | | Payout Percentage— Percentile Rank(1) | | | | | Period | Allocation of TSR Weighting | <20th | 20th | 50th | ≥80th | | 2025 | 25% | 0% | 50% | 100% | 200% | | 2025 – 2026 | 25% | | | | | | 2025 – 2027 | 50% | | | | |

  102. 2025 PBS and TBS Equity Incentives

    (1) Payouts when actual performance is between these points are calculated using linear interpolation. In the event our TSR is negative, but the Relative TSR payout exceeds 100% due to outperformance compared to the industry index, actual payouts will be capped at 100%. In January 2025, 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 2025, PBS grants were made based on the grant values approved in January 2025 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 16, 2025 (the effective date of grant), being $17.54. They will vest in April 2028, subject to certification of performance results. The PBS grants do not receive dividends or have voting rights. For 2025, the Compensation Committees also determined to provide 40% of the target equity incentive in the form of TBS grants to incentivize retention while maintaining a direct connection to our stock price performance. These grants vest annually on a pro-rata basis over a three-year period. The final number of 2025 PBS and TBS is listed in the “Grants of Plan-Based Awards” table. The TBS and PBS grants do not receive dividends or have voting rights. Each grant 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 grant.

  103. 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 or enhanced cash severance upon a termination related to a change of control. In August 2025, Carnival Corporation entered into a Compensation Protection and Restrictive Covenants Agreement with each of Mr. Weinstein, Mr. Bernstein, Ms. Deynes and Mr. Miguez. Under the Compensation Protection and Restrictive Covenants Agreements, Mr. Weinstein, Mr. Bernstein, Ms. Deynes and Mr. Miguez are entitled to severance payments in the event of termination of their employment without cause, certain other involuntary termination events, or mutual separation. In connection with Mr. Ljoen’s relocation to the UK in late 2025, Carnival plc entered into a Service Agreement with Mr. Ljoen in October 2025. Under the Service Agreement, Mr. Ljoen is entitled to a 12 month notice period or payment in lieu of notice in the event of termination without cause. The Compensation Protection and Restrictive Covenants Agreements and Mr. Ljoen’s UK Service Agreement each include perpetual confidentiality, and non-disparagement provisions as well as non-competition and non-solicitation restrictive covenants for 24 months (in case of Mr. Weinstein) and 12 months (in case of Mr. Bernstein, Ms. Deynes, Mr. Ljoen and Mr. Miguez). The Compensation Committees believe that the severance terms provided to the Named Executive Officers under these agreements are reasonable and appropriate in light of the Named Executive Officers’ positions, the U.S. market practices, and the competitive environment for executive talent. In addition, the Compensation Committees believe that these arrangements encourage executives to comply with post-termination non-competition and other restrictive covenants and to cooperate with us both before and after their employment is terminated. In approving each Named Executive Officer’s severance terms under the above agreements, our Compensation Committee took into consideration an analysis of the payments and terms provided to similarly situated executives at our Peer Group companies. Under the terms of the Carnival Corporation & plc Management Incentive Plan, if any participant’s (including a Named Executive Officer’s) employment is terminated by reason of death, disability or retirement (as defined in the plan documents), the participant or his/her estate will receive a pro-rata bonus based on the portion of the year during which the participant was employed. Upon termination of employment for certain circumstances or upon a change of control, our

  104. POST-EMPLOYMENT COMPENSATION OBLIGATIONS

    Named Executive Officers may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2020 Stock 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 and other than due to death or disability). 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. Additional information on the payments and 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.

  105. 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 2024, based on the recommendations of FW Cook, the Compensation Committees decided to maintain the same peer group, as listed below (the “Peer Group”), which was used when assessing the fiscal 2025 compensation for our Named Executive Officers. The Peer Group consisted of 18 publicly-listed companies from diverse but related industries selected based on revenue, enterprise value, and certain other financial metrics that the Committees consider. The Peer Group was 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 2024, our revenue ranked at the 55th percentile and our enterprise value ranked at the 61st 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 is considered better aligned to our business complexity, breadth, scope and financial size. The Peer Group used in assessing fiscal 2025 compensation reflects a balanced group of companies in or near the consumer discretionary sector, including travel and hospitality, entertainment, restaurants and airlines. In September 2025, the Compensation Committees approved removing Southwest Airlines from the Peer Group due to it no longer meeting Peer Group standards for scale based on enterprise value, financial leverage and peer alignment. The updated Peer Group is expected to be used to assess 2026 compensation for our Named Executive Officers.

  106. PEER GROUP CHARACTERISTICS

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

  107. PEER GROUP COMPANIES

    PEER GROUP COMPANIES

  108. PEER GROUP COMPANIES

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

  109. PEER GROUP COMPANIES

    * Removed from the Peer Group effective for 2026 compensation decisions.

  110. 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 2025. 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 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 market median 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.

  111. TIMING OF CERTAIN EQUITY AWARDS

    TIMING OF CERTAIN EQUITY AWARDS In fiscal 2025, 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 2025, we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  112. TIMING OF CERTAIN EQUITY AWARDS

    | Compensation | | Report of the Compensation Committees |

  113. 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, 2025, who are referred to as our Named Executive Officers.

  114. 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 CEO | 2025 | 1,435,577 | 11,961,027 | 5,420,100 | 71,072 | 18,887,776 | | | 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 | | David Bernstein Chief Financial Officer and Chief Accounting Officer | 2025 | 988,462 | 3,364,685 | 2,523,150 | 62,921 | 6,939,218 | | | 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 | | Bettina Deynes Chief Human Resources Officer | 2025 | 568,269 | 1,354,193 | 934,500 | 29,875 | 2,886,837 | | | 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 | | Lars Ljoen Chief Maritime Officer | 2025 | 689,029 | 977,672 | 934,500 | 224,914 | 2,826,115 | | Enrique Miguez General Counsel | 2025 | 692,789 | 1,543,466 | 1,168,125 | 58,439 | 3,462,819 | | | 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 |

  115. 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 2025, 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, 2025. The amounts reflect the grant date fair value of the fiscal 2025 TBS and PBS grants made in April 2025, 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 2025 PBS is $19,235,520 for Mr. Weinstein, $5,411,028 for Mr. Bernstein, $2,177,789 for Ms. Deynes, $1,572,301 for Mr. Ljoen and $2,482,175 for Mr. Miguez. For the proceeds received by the Named Executive Officers upon the vesting of RSUs, see the “Stock Vested during Fiscal 2025” table. (2) Reflects the aggregate value of the fiscal 2025 annual bonus under the MIP. See the “All Other Compensation” table for additional information.

  116. SUMMARY COMPENSATION TABLE

    | Compensation | | Compensation Tables |

  117. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 Equity grants and non-equity grants made to the Named Executive Officers during fiscal 2025 are as follows:

  118. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | | 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 | | 1,450,000 | 2,900,000 | 5,800,000 | | | | | | | | 2025 TBS | 4/16/2025 | | | | | | | 262,257 | 4,686,533 | | | 2025 PBS | 4/16/2025 | | | | 196,639 | 393,386 | 786,772 | | 7,274,494 | | David Bernstein | Annual Bonus | | 675,000 | 1,350,000 | 2,700,000 | | | | | | | | 2025 TBS | 4/16/2025 | | | | | | | 73,774 | 1,318,341 | | | 2025 PBS | 4/16/2025 | | | | 55,331 | 110,661 | 221,322 | | 2,046,343 | | Bettina Deynes | Annual Bonus | | 250,000 | 500,000 | 1,000,000 | | | | | | | | 2025 TBS | 4/16/2025 | | | | | | | 29,692 | 530,596 | | | 2025 PBS | 4/16/2025 | | | | 22,269 | 44,538 | 89,076 | | 823,597 | | Lars Ljoen | Annual Bonus | | 250,000 | 500,000 | 1,000,000 | | | | | | | | 2025 TBS | 4/16/2025 | | | | | | | 21,435 | 383,043 | | | 2025 PBS | 4/16/2025 | | | | 16,078 | 32,156 | 64,312 | | 594,629 | | Enrique Miguez | Annual Bonus | | 312,500 | 625,000 | 1,250,000 | | | | | | | | 2025 TBS | 4/16/2025 | | | | | | | 33,842 | 604,757 | | | 2025 PBS | 4/16/2025 | | | | 25,382 | 50,763 | 101,526 | | 938,709 |

  119. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    (1) Represents the potential value of the payout of the annual bonuses under the MIP for fiscal 2025 performance. The actual amount of a Named Executive Officer’s 2025 annual bonus (that is paid in fiscal 2026) 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 “Annual Bonuses” section of the Compensation Discussion and Analysis. (2) Represents the potential number of shares earnable under the annual 2025 PBS grant. For a more detailed description of the potential payout under the annual 2025 PBS grant, see the description in the “2025 PBS and TBS Equity Incentives” section of the Compensation Discussion and Analysis. Represents the full grant date fair values of the equity grants made in fiscal 2025, 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, 2025 (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 2025 PBS each Named Executive Officer may receive is two times the target number.

  120. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | Compensation | | Compensation Tables |

  121. NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025” TABLE

    NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025” TABLE

  122. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS In August 2025, Carnival Corporation entered into Compensation Protection and Restrictive Covenants Agreements with Mr. Weinstein, Mr. Bernstein, Ms. Deynes and Mr. Miguez (the “Officers”) which provide that in the event of termination without cause, involuntary termination due to a position elimination, adverse impact reassignment, reduction of base pay by 10% or target compensation of 15%, or termination upon mutual agreement, they will be entitled to receive two times (in case of Mr. Weinstein) or one times (in case of the other Officers) their annualized base salary and two times (in case of Mr. Weinstein) or 0.5 times (in case of the other Officers) their annual target cash bonus. As consideration for these severance rights, the Officers are subject to confidentiality, non-disparagement, non-competition, and non-solicitation restrictive covenants. The non-competition and non-solicitation restrictive covenants are for a period of two years (in case of the CEO) or one year (in case of the other Officers), in each case following the Officer’s termination of employment, regardless of the reason. In October 2025, Carnival plc entered into a Service Agreement with Mr. Ljoen in connection with his relocation to the UK. The Service Agreement provides for termination by Carnival plc with immediate effect for cause, or by either party with 12 months’ notice. In the event of termination without cause, Carnival plc may, in its sole discretion, terminate employment with immediate effect by electing to make a payment in lieu of notice equal to Mr. Ljoen’s base salary for the 12-month notice period plus 0.5 times his annual MIP target. The Service Agreement also includes a confidentiality provision as well as non-competition, non-disparagement and non-solicitation restrictive covenants for 12 months following Mr. Ljoen’s termination of employment for any reason. The above description does not purport to be complete and is qualified in its entirety by reference to the full text of the Compensation Protection and Restrictive Covenants Agreements and the Service Agreement, which were filed as exhibits to Carnival Corporation & plc’s Annual Report on Form 10-K for the year ending November 30, 2025.

  123. 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 2025 joint Annual Report on Form 10-K.

  124. EQUITY-BASED COMPENSATION

    EQUITY-BASED COMPENSATION The Compensation Committees made TBS and PBS grants to our Named Executive Officers in fiscal 2025. 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.

  125. OUTSTANDING EQUITY GRANTS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY GRANTS AT FISCAL 2025 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, 2025, is as follows:

  126. OUTSTANDING EQUITY GRANTS AT FISCAL 2025 YEAR-END

    | | | Stock Grants | | | | | Name | Year Granted | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Grants: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Grants: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Josh Weinstein | 2022 | — | — | 1,000,000(2) | 25,780,000 | | | 2023 | 53,306(3) | 1,374,229 | 635,820(4) | 16,391,440 | | | 2024 | 112,080(5) | 2,889,422 | 784,556(6) | 20,225,854 | | | 2025 | 262,257(7) | 6,760,985 | 393,386(8) | 10,141,491 | | TOTAL | | 427,643 | 11,024,637 | 2,813,762 | 72,538,784 | | David Bernstein | 2023 | 27,985(3) | 721,453 | 333,805(4) | 8,605,493 | | | 2024 | 38,294(5) | 987,219 | 268,056(6) | 6,910,484 | | | 2025 | 73,774(7) | 1,901,894 | 110,661(8) | 2,852,841 | | TOTAL | | 140,053 | 3,610,566 | 712,522 | 18,368,817 | | Bettina Deynes | 2023 | 3,999(3) | 103,094 | 47,686(4) | 1,229,345 | | | 2024 | 11,644(5) | 300,182 | 81,506(6) | 2,101,225 | | | 2025 | 29,692(7) | 765,460 | 44,538(8) | 1,148,190 | | TOTAL | | 45,335 | 1,168,736 | 173,730 | 4,478,759 | | Lars Ljoen | 2023 | 7,107(3) | 183,218 | 18,164(4) | 468,268 | | | 2024 | 8,302(5) | 214,026 | 24,444(6) | 630,166 | | | 2025 | 21,435(7) | 552,594 | 32,156(8) | 828,982 | | TOTAL | | 36,844 | 949,838 | 74,764 | 1,927,416 | | Enrique Miguez | 2023 | 5,331(3) | 137,433 | 63,581(4) | 1,639,118 | | | 2024 | 13,387(5) | 345,117 | 93,710(6) | 2,415,844 | | | 2025 | 33,842(7) | 872,447 | 50,763(8) | 1,308,670 | | TOTAL | | 52,560 | 1,354,997 | 208,054 | 5,363,632 |

  127. OUTSTANDING EQUITY GRANTS AT FISCAL 2025 YEAR-END

    (1) Market value of the stock grants is based on the closing price of Carnival Corporation common stock on November 28, 2025 of $25.78. (2) The number of units is based on maximum performance assuming 200% payout on the August 2022 long-term PBS grant to Mr. Weinstein as of November 28, 2025. This grant vests zero to 200% of target based upon the extent to which the long-term PBS performance measure exceeds specified performance goals. (3) Restrictions ordinarily lapse in February 2026. (4) The number of units reflects the final performance payout of 170.4% on the 2023 PBS grant for which the performance period ended on November 30, 2025. 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 fiscal 2023 and for the 2023-2025 period, ROIC for 2025, and carbon intensity reduction results for 2025, exceed specified performance goals. Restrictions lapse in February 2026. (5) Restrictions ordinarily lapse in April 2026 and 2027. (6) The number of units is based on maximum performance assuming 200% payout on the April 2024 PBS grant as of November 28, 2025. 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. Restrictions ordinarily lapse in April 2026, 2027 and 2028.

  128. OUTSTANDING EQUITY GRANTS AT FISCAL 2025 YEAR-END

    | Compensation | | Compensation Tables |

  129. OUTSTANDING EQUITY GRANTS AT FISCAL 2025 YEAR-END

    The number of units is based on target performance assuming 100% payout on the April 2025 PBS grant as of November 28, 2025. This grant vests zero to 200% of target based upon the extent to which annual Normalized Operating Income per ALBD, as normalized for fuel price changes and exchange rate, for the three year period, annual Adjusted ROIC for the three year period, GHG reduction metrics at the end of the performance period, and Relative TSR for the three year period, 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 2028.

  130. STOCK VESTED DURING FISCAL 2025

    STOCK VESTED DURING FISCAL 2025 None of our Named Executive Officers held options during fiscal 2025. 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.

  131. STOCK VESTED DURING FISCAL 2025

    | | Stock Grants | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Josh Weinstein | 219,892 | 5,236,143 | | David Bernstein | 173,142 | 4,330,478 | | Bettina Deynes | 12,306 | 270,725 | | Lars Ljoen | 15,975 | 379,739 | | Enrique Miguez | 29,319 | 704,626 |

  132. STOCK VESTED DURING FISCAL 2025

    (1) The fair market value of Carnival Corporation common stock realized on vesting has been determined using the price reported on the New York Stock Exchange at the time of vesting.

  133. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025 None of the Named Executive Officers participate in any nonqualified deferred compensation plans sponsored by Carnival Corporation or Carnival plc. Our Named Executive Officers are 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. Mr. Ljoen was eligible to receive a matching contribution under the 401(k) Plan prior to his transfer to the UK. 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. The matching contributions are available to all U.S. employees. Following Mr. Ljoen’s relocation to the UK in November 2025, he became eligible to participate in the UK Pension Scheme. Under the UK Pension Scheme, Carnival plc will contribute 6% of Mr. Ljoen’s salary to the UK Pension Scheme up to a total employee and employer contribution of £10,000 in a tax year. After that, a cash allowance equal to the employer contribution of 6% of Mr. Ljoen’s salary will be payable. The cash allowance is subject to UK tax and national insurance. “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).

  134. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025

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

  135. 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, 2025 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.

  136. CASH SEVERANCE BENEFITS

    CASH SEVERANCE BENEFITS Under the Compensation Protection and Restrictive Covenants Agreements, Officers (being Mr. Weinstein, Mr. Bernstein, Ms. Deynes and Mr. Miguez) are entitled to receive two times (in case of Mr. Weinstein) or one times (in case of the other Officers) their annualized base salary and two times (in case of Mr. Weinstein) or 0.5 times (in case of the other Officers) their annual target cash bonus in the event of termination without cause, involuntary termination due to a position elimination, adverse impact reassignment, reduction of base pay by 10% or target compensation of 15%, or termination upon mutual agreement pursuant to the terms of the Compensation Protection and Restrictive Covenants Agreements. Under Mr. Ljoen’s Service Agreement, in the event of termination without cause, Carnival plc may, in its sole discretion, elect to make a payment to Mr. Ljoen in lieu of notice equal to Mr. Ljoen’s base salary for the 12-month notice period plus 0.5 times his annual MIP target. The Compensation Protection and Restrictive Covenants Agreements and Mr. Ljoen’s Service Agreement include perpetual confidentiality, and non-disparagement provisions as well as non-competition and non-solicitation restrictive covenants for 24 months (in case of Mr. Weinstein) and 12 months (in case of Mr. Bernstein, Ms. Deynes, Mr. Ljoen and Mr. Miguez). See “Employment Agreements” for additional information on the Compensation Protection and Restrictive Covenants Agreements and the Service Agreement. Under the terms of the annual bonus MIP, if a participant’s, including a Named Executive Officer’s, employment is terminated by reason of death, disability or retirement, the participant or their estate, as applicable, will receive a pro-rata bonus based on the portion of the year during which the participant was employed.

  137. 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 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. All our Named Executive Officers received equity grants in fiscal 2025 under the Carnival Corporation 2020 Stock Plan. As of November 30, 2025, our Named Executive Officers hold 2022 long-term PBS (Josh Weinstein), PBS (all Named Executive Officers) and TBS (all Named Executive Officers) grants under the Carnival Corporation 2020 Stock Plan. The terms of the Carnival Corporation 2020 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination due to death or disability, all unvested equity grants will immediately vest. Upon involuntary termination (other than for cause) within 12 months after a change of control, the

  138. EQUITY-BASED COMPENSATION

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

  139. EQUITY-BASED COMPENSATION

    restricted period on all TBS grants immediately expires and the TBS grants immediately vest. Upon a change of control before the end of the performance period with respect to PBS grants, the performance period will end on the accelerated end date, but the PBS grants will continue to vest in accordance with their original vesting schedule, subject to continued employment until the vesting date. Change of control generally means the occurrence of any of the following: • the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either: (A) the then-outstanding shares of common stock of Carnival Corporation; or (B) the combined voting power of the then-outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or the Arison family; • the incumbent Directors cease to constitute at least a majority of the Boards of Directors; • the dissolution or liquidation of Carnival Corporation; • the sale, transfer, or other disposition of all or substantially all of the business or assets of Carnival Corporation; or • the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Carnival Corporation that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction. The PBS grant agreements as well as the 2022 long-term PBS grant agreement provide that upon termination of employment for any reason other than death or disability (including upon voluntary termination, retirement, or termination without cause), all outstanding PBS grants immediately terminate. Under the terms of the TBS grant agreements, if a U.S. taxpayer participant, including a Named Executive Officer, provides three months advance notice of intended retirement or is involuntarily terminated without cause, and the termination or retirement occurs on or after attaining retirement age (as defined in the Carnival Corporation 2020 Stock Plan), then all TBS grants vest on the date of termination. In case of a non-U.S. taxpayer participant, TBS grants will become non-forfeitable upon attaining retirement age but remain subject to all other restrictions. Upon termination for any reason other than as described above (including voluntary termination or termination without cause), all outstanding TBS grants immediately terminate. All equity grants made to participants, including our Named Executive Officers, contain clawback and forfeiture provisions in the event of a violation of confidentiality or non-compete provisions (which will result in forfeiture of the unvested portion of the grant) or fraud or conduct contributing to any financial restatements or irregularities

  140. EQUITY-BASED COMPENSATION

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

  141. ESTIMATED PAYMENTS UPON TERMINATION OF EMPLOYMENT

    ESTIMATED PAYMENTS UPON TERMINATION OF EMPLOYMENT The following table quantifies the payments and value of benefits that each of the Named Executive Officers would receive upon termination of employment in accordance with the Compensation Protection and Restrictive Covenants Agreements, the Service Agreement, our 2020 Stock Plan and the MIP, as applicable. The amounts shown assume the event that triggered the treatment occurred on November 30, 2025. The table does not include amounts the Named Executive Officers would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.

  142. ESTIMATED PAYMENTS UPON TERMINATION OF EMPLOYMENT

    | Benefit | Qualifying Termination Event(1) ($) | Voluntary Termination or Termination for Cause(2) ($) | Death or Disability ($) | Retirement ($) | Change of Control(3) ($) | | Josh Weinstein | | | | | | | Severance | 8,700,000 | — | — | — | — | | Non-Equity Compensation(4) | — | — | 5,420,100 | — | — | | Equity Compensation | — | — | 53,788,449(5) | — | 60,560,494(7) | | David Bernstein | | | | | | | Severance | 1,675,000 | — | — | — | — | | Non-Equity Compensation(4) | — | — | 2,523,150 | 2,523,150 | — | | Equity Compensation | 3,610,566(6) | — | 14,968,822(5) | 3,610,566 | 18,524,142(7) | | Bettina Deynes | | | | | | | Severance | 850,000 | — | — | — | — | | Non-Equity Compensation(4) | — | — | 934,500 | — | — | | Equity Compensation | — | — | 4,088,992(5) | — | 4,596,895(7) | | Lars Ljoen | | | | | | | Severance | 925,000 | — | — | — | — | | Non-Equity Compensation(4) | — | — | 934,500 | — | — | | Equity Compensation | — | — | 2,368,718(5) | — | 2,562,171(7) | | Enrique Miguez | | | | | | | Severance | 1,012,500 | — | — | — | — | | Non-Equity Compensation(4) | — | — | 1,168,125 | 1,168,125 | — | | Equity Compensation | 1,354,997(6) | — | 4,833,518(5) | 1,354,997 | 5,510,707(7) |

  143. ESTIMATED PAYMENTS UPON TERMINATION OF EMPLOYMENT

    (1) For purposes of the table above, a “qualifying termination event” means termination without cause (as defined in the applicable agreement), involuntary termination due to a position elimination, adverse impact reassignment, reduction of base pay by 10% or target compensation of 15%, or termination upon mutual agreement. (2) Does not include termination upon mutual agreement. (3) Only in case of involuntary termination without cause within 12 months following a change of control. (4) Non-Equity Compensation represents the annual cash bonus amounts for fiscal 2025 under the terms of the MIP. Overall performance against the goals for our formula-based MIP annual cash bonus was 186.9%. For the description of the performance goals and the actual bonus payouts for fiscal 2025, refer to “Annual Bonuses.” (5) The value for RSUs is based on the closing price of Carnival Corporation common stock on November 28, 2025 of $25.78. The value of the RSUs is reflected using the target number of RSUs granted. (6) Only in case of involuntary termination without cause. The value for RSUs is based on the closing price of Carnival Corporation common stock on November 28, 2025 of $25.78. The value of the RSUs is reflected using the target number of RSUs granted except for the 2023 PBS grant that vests in February 2026 based on performance during the 2023-2025 performance period. For the description of the performance goals and the actual performance payouts, refer to “2023 PBS Grants.”

  144. ESTIMATED PAYMENTS UPON TERMINATION OF EMPLOYMENT

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

  145. 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 2025 annual total compensation of our CEO as set forth in the Summary Compensation Table is $18,887,776, the 2025 annual total compensation of our median compensated employee is $17,773, and the ratio of these amounts is 1,063 to 1. Our median compensated employee population consists primarily of ship-based employees who work fewer than twelve months of the year.

  146. U.S. CEO Pay Ratio

    | Employee | 2025 Annual Total Compensation ($) | Pay Ratio | | CEO | 18,887,776 | 1,063:1 | | Median employee, other than our CEO | 17,773 | |

  147. 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 137,143 as of September 30, 2025. 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 2025 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.

  148. 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.

  149. Pay versus Performance

    | Compensation | | Pay versus Performance |

  150. 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 NEOs”) during the specified years alongside 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 2025 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.

  151. 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 (in millions)(7) ($) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2025 | 18,887,776 | 37,060,165 | 0 | 0 | 4,029,119 | 6,800,415 | 129.03 | 196.57 | 2,760 | 4,396 | | 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) |

  152. 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 2025, David Bernstein, Bettina Deynes, Lars Ljoen, and Enrique Miguez; 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.

  153. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | Compensation | | Pay versus Performance |

  154. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

    | | 2025 | | 2024 | | 2023 | | 2022 | | | 2021 | | | | Weinstein ($) | Non-PEO NEOs ($) | Weinstein ($) | Non-PEO NEOs ($) | Weinstein ($) | Non-PEO NEOs ($) | Donald ($) | Weinstein ($) | Non-PEO NEOs ($) | Donald ($) | Non-PEO NEOs ($) | | Total Reported in SCT | 18,887,776 | 4,029,119 | 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 | 11,961,027 | 1,810,004 | 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 | 26,427,768 | 3,999,193 | 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 | 4,115,452 | 640,042 | 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 | 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 | (409,804) | (57,935) | 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 | 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 | 0 | 0 | | Total Adjustments | 30,133,416 | 4,581,299 | 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 | 37,060,165 | 6,800,415 | 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 |

  155. TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2025 TO COMPANY PERFORMANCE

    TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2025 TO COMPANY PERFORMANCE Below are the most important measures (unranked) used by us to link compensation actually paid to our Named Executive Officers for 2025 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.

  156. TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2025 TO COMPANY PERFORMANCE

    | Normalized Adjusted Operating Income | | Normalized Adjusted EBITDA | | Relative TSR | | Adjusted Return on Invested Capital | | GHG Reduction |

  157. 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

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

    | Compensation | | Pay versus Performance |

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

    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.

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

    | Compensation | | Pay versus Performance |

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

    | | Audit Matters |

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

    | | PROPOSAL 14 | | | Appointment of Auditor of Carnival plc and Ratification of Selection of Independent Registered Public Accounting Firm of Carnival Corporation |

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

    | | PROPOSAL 15 | | | Authorization to Determine the Remuneration of Independent Auditor of Carnival plc |

  164. 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, 2026. 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, 2026. 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 2025 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 14 would appoint Deloitte LLP as the independent auditor of Carnival plc for the fiscal 2026 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 14 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 14, the Audit Committees will re-evaluate the appointment and consider the selection of another accounting firm. Under Proposal 15, 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.

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

    | Audit Matters | | Report of the Audit Committees |

  166. 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. |

  167. Discussion

    Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act for us to buy back shares of Carnival plc. Last year, Carnival Corporation and Carnival plc did not seek shareholder approval to buy back Carnival plc ordinary shares. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act) of up to 18,848,668 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 13, 2026 (excluding treasury shares)) is being sought at this year’s Annual Meetings of Shareholders. The Boards of Directors confirm that the authority to purchase Carnival plc ordinary shares will only be exercised after careful consideration of prevailing market conditions and the position of Carnival plc. The Boards of Directors are making no recommendation as to whether shareholders should sell any shares in Carnival plc and/or Carnival Corporation. If the Boards of Directors exercise the authority conferred by Proposal 19, we would have the option of holding the shares in treasury, or cancelling them. Shares held in treasury can be re-sold for cash, used for employee share plans or later cancelled. The Boards of Directors think it prudent to maintain discretion as to dealing with the purchased shares. The Boards of Directors will assess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. As of January 13, 2026, 28,927,231 Carnival plc ordinary shares are held by Carnival plc in treasury. The Boards of Directors consider that any buyback of Carnival plc ordinary shares may include the purchase of its American Depositary Shares (“ADSs”), each representing one Carnival plc ordinary share, with a subsequent cancellation of the underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will either cancel or hold in treasury the ordinary share represented by such ADSs. The Boards of Directors will assess at the time of any and each actual cancellation whether to hold the ordinary shares represented by such cancelled ADSs in treasury or cancel them, provided it is permitted to do so. The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price (exclusive of expenses) which may be paid is an amount equal to the higher of: • 105% of the average of the middle market quotations for an ordinary share of Carnival plc, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and • the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out. As of January 13, 2026, there are no options outstanding to subscribe for Carnival plc ordinary shares and Carnival plc has 2,600,911 RSUs issued and outstanding, which represent in the aggregate 1.4% of Carnival plc’s issued share capital (excluding treasury shares). If the authority sought under Proposal 19 were exercised in full and those ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these RSUs would represent in the aggregate 1.5% of Carnival plc’s issued share capital (excluding treasury shares).

  168. 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: “Long-Term Incentive Compensation.” | | UKLR 6.2.23 disclosure | “Profit Forecasts” |

  169. 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 10 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 Revolving Credit Agreement dated June 13, 2025, by and among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which provides for a $4.5 billion revolving credit facility, a change of control of each of Carnival Corporation and Carnival plc (other than certain changes, including those which result in control of either company being vested in the other, in any direct or indirect intermediate holding company whose only material asset is the capital stock of Carnival Corp and/or Carnival plc, or in certain members of the Arison family or trusts related to them) would constitute an event of default. Upon an event of default, the administrative agent may (and at the direction of Required Lenders, must) terminate the commitments and accelerate any outstanding loans. • Under: (i) 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; (ii) 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; (iii) 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, (iv) the Indenture dated as of February 7, 2025, 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 and registrar, relating to the 6.125% Senior Unsecured Notes due 2033 in an aggregate principal amount of $2.0 billion; (v) the Indenture dated as of February 28, 2025, 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 and registrar, relating to the 5.750% Senior Unsecured Notes due 2030 in an aggregate principal amount of $1 billion; (vi) the Indenture dated as of May 21, 2025, 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 and registrar, relating to the 5.875% Senior Unsecured Notes due 2031 in an aggregate principal amount of $1 billion; (vii) the Indenture dated as of July 7, 2025, among Carnival plc as issuer, Carnival Corporation, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 4.125% Senior Unsecured Notes due 2031 in an aggregate principal amount of €1 billion; (viii) the Indenture dated as of July 16, 2025, 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 and registrar, relating to the 5.750% Senior Unsecured Notes due 2032 in an aggregate principal amount of $3 billion; and

  170. Directors

    Directors The names of all persons who served as Directors of Carnival Corporation and Carnival plc during fiscal 2025 are as follows: Micky Arison, Sir Jonathon Band, Jason Glen Cahilly, Nelda J. Connors, Helen Deeble, Jeffrey J. Gearhart, Katie Lahey, Sara Mathew (stepped down in April 2025), Stuart Subotnick, Laura Weil, Josh Weinstein, and Randall 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:

  171. Directors

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

  172. Directors

    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.

  173. Statement by Randall Weisenburger, Chair of the Compensation Committees

    Statement by Randall 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 keep such matters and whether they become more prevalent in the U.S. under review. The performance results for fiscal 2025 short and long-term incentives are detailed in Part I. The Compensation Committees considered the outcome under the terms of the various variable pay arrangements and approved the results without application of discretion as described in “2025 MIP Annual Cash Bonus Performance Results”.

  174. EXECUTIVE DIRECTORS

    | Compensation Element | Actions Taken | | | BASE SALARY | Annual Salaries (not audited) Annual salary levels as at December 1, 2025 were: | | | | • Mr. Weinstein | $1,450,000 | | | • 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 2026. | | | Mr. Weinstein’s salary for fiscal 2025 was increased to $1,450,000 (effective March 1, 2025), in keeping with our philosophy to provide competitive pay that aligns with broader market benchmarking. Mr. Weinstein’s 2026 base salary was increased to $1,500,000 (effective March 1, 2026) as part of adjustments to continue to align target CEO compensation close to median Peer Group pay, in line with our compensation philosophy. 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 2025 and fiscal 2026. | |

  175. EXECUTIVE DIRECTORS

    | Compensation Element | Actions Taken | | | ANNUAL BONUS | Fiscal 2025 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 2025 included Normalized 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 “2025 MIP Performance Metrics and Targets” and “2025 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 2025 were as follows: | | | | • Mr. Weinstein | $5,420,100 | | | • Mr. Arison | Nil | | | Fiscal 2026 Annual Bonus―Performance measures and targets (not audited) We will continue using a quantitative performance-based incentive program in 2026, with pre-defined metrics and goal levels consistent with the process set out in the “Annual Bonuses” section in Part I. For fiscal 2026, the quantitative performance measures are expected to be Normalized Adjusted Operating Income and environmental, safety, security, and sustainability results. The specific performance targets for fiscal 2026 will be disclosed at the end of the performance period in the Carnival plc Directors’ Remuneration Report for fiscal 2026, as the Boards of Directors consider them strategic and commercially sensitive to disclose at this time. For fiscal 2026, Mr. Weinstein’s target bonus will be increased from $2,900,000 to $3,000,000 (with the maximum possible bonus being 200% of this level) as part of adjustments to continue to align target CEO compensation close 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. | |

  176. EXECUTIVE DIRECTORS

    | Compensation Element | Actions Taken | | LONG-TERM INCENTIVE COMPENSATION | Long-Term Incentive Compensation in Fiscal 2025 (audited) | | | Descriptions of the share grants made to Mr. Weinstein during fiscal 2025 and their vesting conditions are set out in the “Disclosure and the Timing of Equity-Based Compensation” section in Part I. No long-term incentive compensation was made to Mr. Arison in fiscal 2025. | | | Long-Term Incentive Compensation in Fiscal 2026 (not audited) The long-term incentive compensation for fiscal 2026 for Mr. Weinstein will include a performance-based restricted stock unit (“PBS”) grant with a target value of $7.8 million and a time-based restricted stock unit (“TBS”) grant with a value of $5.2 million after application of an increase related to adjustments to continue to align target CEO compensation close to median Peer Group pay. These values also reflect a larger portion of total target compensation being allocated to equity incentives as compared to fiscal 2025 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 is 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 2026 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 2026 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 2028 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 and Other Long-Term Incentives” 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 2026. | | BENEFITS | Benefits in Fiscal 2025 (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 “Compensation Tables” section of the Proxy Statement. | | | Benefits in Fiscal 2026 (not audited) Benefits provided to Mr. Arison and Mr. Weinstein in fiscal 2026 are expected to be similar to those provided in fiscal 2025, except that Mr. Arison and Mr. Weinstein will also receive UK tax advisory services. | | PENSIONS | Pensions in Fiscal 2025 (audited) Details of the pension plan that Mr. Arison participated in in fiscal 2025 are set out in “Total Pension Entitlements” section. Mr. Arison does not have any accrued benefits under his pension plan as of November 30, 2025. 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 2026 (not audited) No material changes to the arrangements are anticipated for 2026. |

  177. NON-EXECUTIVE DIRECTORS

    | Compensation Element | Actions Taken | | FEES AND ANNUAL STOCK GRANTS | Fees in Fiscal 2025 (not audited) As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal 2025, Non-Executive Directors received a $110,000 annual retainer. For fiscal 2025, the Senior Independent Director received an additional retainer of $50,000 per annum. In addition, Non-Executive Directors received additional compensation of $30,000 or $10,000, respectively, for serving as Chair or a Member of a Board Committee, per each Committee. | | | Unrestricted Share Grants in Fiscal 2025 (audited) Each Non-Executive Director elected or re-elected in April 2025 received share grants worth approximately $195,000 on April 16, 2025. Each of these grants was based on the average of the closing prices of a Carnival Corporation share over a 10-business day period ending on the grant date ($17.54). The unrestricted shares may be forfeited if a Director ceases to serve on the Boards within their first year of service for any reason other than death or disability. | | | Fees in Fiscal 2026 (not audited) During fiscal 2025, the Compensation Committees undertook a review of Non-Executive Director pay that included benchmarking against the Peer Group companies. Following that review, the Compensation Committees recommended, and the Boards approved, an increase in the additional retainer for the Chairs and members of Audit and HESS Committees to $35,000 and $20,000, respectively, effective December 1, 2025. | | | Unrestricted Share Grants in Fiscal 2026 (not audited) As noted above, following the review of Non-Executive Director pay during fiscal 2025, the Compensation Committees recommended, and the Boards approved, an increase in the Non-Executive Director equity retainer grant value to $210,000, effective December 1, 2025. The grant is expected to be made in April 2026. |

  178. 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 | | 2025 | Mr. Weinstein | 29,886 | 93 | 85 | N/A | N/A | | 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 |

  179. 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.

  180. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | Fiscal Year | Method | PAY RATIO | | | | | | 25th Percentile | 50th Percentile (median) | 75th Percentile | | 2025 | Option A | 745:1 | 505:1 | 310:1 | | 2024 | Option A | 1,504:1 | 990:1 | 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 |

  181. 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 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 2025 is $29,886,143.

  182. 2.7 UK CEO PAY RATIO (NOT AUDITED)

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

  183. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    The base salary and total remuneration received during the fiscal 2025 year by the indicative employees as of September 30, 2025 on a full-time equivalent basis used in the above analysis are set out below:

  184. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    | | 25th Percentile ($) | 50th Percentile (median) ($) | 75th Percentile ($) | | Base Salary | 40,096 | 59,202 | 96,284 | | Total Remuneration | 40,096 | 59,202 | 96,284 |

  185. 2.7 UK CEO PAY RATIO (NOT AUDITED)

    Factors influencing this year’s result include the 2025 annual bonus outcome for the CEO and ship reflagging resulting in changes in UK shipboard employee population included in the data. 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.

  186. 2.7 UK CEO PAY RATIO (NOT AUDITED)

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

  187. 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 2025 and fiscal 2024. Overall expenditure on pay has been calculated on a broadly consistent approach with 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.

  188. 2.7 UK CEO PAY RATIO (NOT AUDITED)

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

  189. 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, 2025. (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, as well as the true-up match, which are included in “Pension”). Benefits provided to Mr. Weinstein include ($000): automobile lease or allowance ($24), medical allowance ($21.2), and the following other benefits: private medical health insurance costs and premiums (December only) ($4.5); accidental death or dismemberment and disability and life insurance premiums ($5.9); and tax planning and return preparation fees ($2.9). Benefits provided to Mr. Arison include ($000): driver and security ($33.8), secondary medical reimbursement plan and associated tax gross up ($31.4), medical allowance ($28.0), automobile lease or allowance ($18.1), and the following other benefits: automobile repair and expenses ($8.5); private medical health insurance plan (December only) ($3.2); payments to cover premiums on certain benefits and associated tax gross up ($3.3); and accidental death or dismemberment and disability and life insurance premiums ($0.3). 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 2025 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 2024 Carnival plc Directors’ Remuneration Report. The ERA was granted to Mr. Weinstein prior to becoming CEO and Director. (6) The 2024 reported figures are the values of the awards made during the year using the April 8, 2024 closing price of a share of Carnival Corporation common stock ($15.66). The 2025 reported figure for Multi-Year Incentives are the values of the awards made during the year based on an estimated share price of $28.74 using the three-month average share price from September 1, 2025 to November 30, 2025. The 2025 reported figure for Other Equity Grants is the value of the awards made during the year using the April 16, 2025 closing price of a share of Carnival Corporation common stock ($17.87). (7) The 2025 amount includes the value of the 2023 PBS grant that vests in February 2026 based on performance during the 2023-2025 performance period. No multi-year incentive programs concluded in fiscal 2024. The 2025 and 2024 amounts include the value of the 2025 and 2024 TBS grants, respectively, which are subject to time vesting and continued employment.

  190. NON-EXECUTIVE DIRECTORS

    (1) The 2024 grants to Non-Executive Directors are restricted and vest in April 2027. The 2025 grants to Non-Executive Directors are unrestricted and do not have any vesting or forfeiture restrictions provided that the director has served on our Boards for at least one year. (2) The reported figures are the value of the grants made during the year using April 16, 2025 closing price of a share of Carnival Corporation common stock ($17.87). (3) The reported figures are the value of the grants made during the year using the April 8, 2024 closing price of a share of Carnival Corporation common stock ($15.66). (4) Ms. Connors joined the Boards in April 2024. (5) Ms. Mathew stepped down from the Boards in April 2025. The Non-Executive Directors did not receive any benefits in fiscal 2025 and 2024, other than Sir Jonathon and Ms. Mathew who received a benefit in 2024 representing the incremental cost of them and their spouse sailing on a cruise ($210 each). The aggregate emoluments (being salary, bonuses, fees and benefits, and excluding long-term incentives and pensions) of all Directors during fiscal 2025 were approximately $8.5 million.

  191. 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 | 4/16/2025 | TBS | 262,257 | 4,686,533 | N/A | 100 | 4/21/2026, 2027, and 2028 | | | 4/16/2025 | PBS(4) | 393,386 | 7,029,808 | 50 | 200 | 4/21/2028 | | Sir Jonathon Band | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Jason Glen Cahilly | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Nelda J. Connors | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Helen Deeble | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Jeffrey J. Gearhart | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Katie Lahey | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Stuart Subotnick | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Laura Weil | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A | | Randall Weisenburger | 4/16/2025 | Unrestricted Stock | 11,117 | 198,661 | N/A | 100 | N/A |

  192. NON-EXECUTIVE DIRECTORS

    (1) The terms of PBS and TBS incentive programs to Mr. Weinstein and the terms of unrestricted 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. A Non-Executive Director’s unrestricted stock grant becomes non-forfeitable one year after their first election to the Boards and is not subject to vesting. (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 $17.87 at April 16, 2025 for Mr. Weinstein and all Non-Executive Directors. (3) The unrestricted stock grants to Non-Executive Directors do not include performance or vesting conditions and are not forfeitable provided the Director has served at least a full year from their initial election or appointment. The face value of this grant reflects the target value. The performance period is fiscal 2025 to 2027. 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.

  193. 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 | 427,643 | 1,658,798 | 219,892 | | NON-EXECUTIVE DIRECTORS | | | | | Sir Jonathon Band | 30,797 | N/A | 9,541 | | Jason Glen Cahilly | 30,797 | N/A | 9,541 | | Nelda J. Connors | 12,141 | N/A | — | | Helen Deeble | 30,797 | N/A | 9,541 | | Jeffrey J. Gearhart | 30,797 | N/A | 9,541 | | Katie Lahey | 30,797 | N/A | 9,541 | | Sara Mathew | 30,797 | N/A | 7,146 | | Stuart Subotnick | 30,797 | N/A | 9,541 | | Laura Weil | 30,797 | N/A | 9,541 | | Randall Weisenburger | 30,797 | N/A | 9,541 |

  194. 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 2025, to our long-term success and the 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 2025 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 the 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 2025 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 relative TSR and operating performance metrics. We also have a stock ownership policy which sets minimum shareholding requirements for our Executive Officers and all Directors. |

  195. Statement of Compliance with the UK Corporate Governance Code

    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 21 provides that FTSE 350 companies should undertake an externally facilitated board review at least every three years. The Boards, supported by the N&G Committees, oversaw a rigorous internal evaluation of the Boards, their Committees during fiscal 2025. The Boards consider this approach effective and may engage an external third-party facilitator on an as-needed basis, but not necessarily according to a strict schedule. The most recent externally facilitated review was conducted in 2022. See “Board Performance Evaluations” in this Corporate Governance Report for additional information. • 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 CEO 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 Randall 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.”