Carnival PLC - Results of the Court Meeting, Special Meetings and Annual General Meetings
Results of the Court Meeting, Special Meetings and Annual General Meetings
MIAMI,
At the Carnival plc Court Meeting, the requisite majority of Scheme Shareholders voted in favor of the resolution to approve the Scheme, and all resolutions recommended by the Boards of Directors were passed at the Special Meetings. Further details of the voting results are set out below.
In addition,
Voting results of the Carnival plc Court Meeting
The table below sets out the results of the poll at the Carnival plc Court Meeting. Each Scheme Shareholder present, either in person or by proxy, was entitled to one vote for each Scheme Share held at the Voting Record Time.
____________________________________________________________________________ | | Scheme | | | | |Shareholders who | Scheme Shares voted | | | |voted* | | Number of Scheme | | |___________________|_______________________|Shares voted as a | | | | | | |percentage of Scheme| | | | | | |Shares entitled to | | |Number|Percentage**|Number |Percentage**|vote on the Scheme**| | | | | | | | | | | | | | | |___________|______|____________|__________|____________|____________________| |FOR |1,362 |81.46 |67,041,711|94.97 |45.88 | |___________|______|____________|__________|____________|____________________| |AGAINST |310 |18.54 |3,547,156 |5.03 |2.43 | |___________|______|____________|__________|____________|____________________| | TOTAL ***|1,658*|100.00 |70,588,867|100.00 |48.30 | |___________|______|____________|__________|____________|____________________|
Notes :
* Where a Scheme Shareholder cast some of their votes "FOR" and some of their votes "AGAINST" the resolution, such Scheme Shareholder has been counted as having voted both "FOR" and "AGAINST" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.
** All percentages have been rounded to the nearest two decimal places.
*** The aggregate of Scheme Shareholders voting "FOR" and "AGAINST" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 14 registered members gave instructions for votes to be cast "FOR" the resolution in respect of part of their holding of Scheme Shares and "AGAINST" the resolution in respect of another part of their holding of Scheme Shares.
Voting results of the
The table below sets out the results of the poll at the
____________________________________________________________________________ | | | For | Against | | | | | Resolution |________________|______________| Total votes| Abstain 3| | | |Number |% 1 |Number |% 1 |cast | | | | | | | | | | | |__|________________|__________|_____|_________|____|____________|___________| | |To approve the | | | | | | | | |DLC Unification | | | | | | | | |and | | | | | | | | |Redomiciliation | | | | | | | | |Transactions | | | | | | | | |including, with | | | | | | | |1.|effect from the |66,565,512|94.98|3,521,673|5.02|70,087,185 |67,076 | | |Scheme of | | | | | | | | |Arrangement | | | | | | | | |becoming | | | | | | | | |effective, the | | | | | | | | |termination of | | | | | | | | |the Equalization| | | | | | | | |Agreement 2 | | | | | | | |__|________________|__________|_____|_________|____|____________|___________| | |To authorize the| | | | | | | | |Boards of | | | | | | | | |Directors of | | | | | | | | |Carnival | | | | | | | | |Corporation and | | | | | | | | |Carnival plc to | | | | | | | | |take all action | | | | | | | |2.|necessary and |66,563,262|94.98|3,516,007|5.02|70,079,269 |73,994 | | |appropriate for | | | | | | | | |implementing the| | | | | | | | |Scheme and the | | | | | | | | |DLC Unification | | | | | | | | |and | | | | | | | | |Redomiciliation | | | | | | | | |Transactions | | | | | | | |__|________________|__________|_____|_________|____|____________|___________| | |To adopt the new| | | | | | | | |articles of | | | | | | | | |association of | | | | | | | |3.|Carnival plc |67,030,797|95.66|3,043,260|4.34|70,074,057 |79,205 | | |with effect from| | | | | | | | |the passing of | | | | | | | | |the resolution | | | | | | | |__|________________|__________|_____|_________|____|____________|___________| | |To adopt the new| | | | | | | | |articles of | | | | | | | | |association of | | | | | | | |4.|Carnival plc |67,029,551|95.66|3,042,890|4.34|70,072,441 |80,821 | | |with effect from| | | | | | | | |the Scheme | | | | | | | | |becoming | | | | | | | | |effective 2 | | | | | | | |__|________________|__________|_____|_________|____|____________|___________| | |To adopt the | | | | | | | | |Memorandum of | | | | | | | | |Continuance that| | | | | | | | |will take effect| | | | | | | |5.|upon the |66,945,596|95.54|3,127,705|4.46|70,073,301 |79,961 | | |redomiciliation | | | | | | | | |of Carnival | | | | | | | | |Corporation from| | | | | | | | |Panama to | | | | | | | | |Bermuda 2 | | | | | | | |__|________________|__________|_____|_________|____|____________|___________| | |To adopt the | | | | | | | | |Carnival | | | | | | | | |Corporation Ltd.| | | | | | | | |Bye-Law that | | | | | | | | |will take effect| | | | | | | |6.|upon the |67,034,634|95.66|3,038,064|4.34|70,072,698 |80,565 | | |redomiciliation | | | | | | | | |of Carnival | | | | | | | | |Corporation from| | | | | | | | |Panama to | | | | | | | | |Bermuda 2 | | | | | | | |__|________________|__________|_____|_________|____|____________|___________|
Voting results of the Carnival Corporation Extraordinary General Meeting
The table below sets out the results of the poll at the Carnival Corporation Extraordinary General Meeting.
__________________________________________________________________________ | | | For | Against | | | | | Resolution |_________________|______________| Total votes| Abstain| | | |Number |% 1 |Number |% 1 |cast | | | | | | | | | | | |__|________________|___________|_____|_________|____|____________|________| | |To approve the | | | | | | | | |DLC Unification | | | | | | | | |and | | | | | | | | |Redomiciliation | | | | | | | | |Transactions | | | | | | | | |including, with | | | | | | | |1.|effect from the |835,160,437|98.83|9,912,466|1.17|845,072,903 |832,029 | | |Scheme of | | | | | | | | |Arrangement | | | | | | | | |becoming | | | | | | | | |effective, the | | | | | | | | |termination of | | | | | | | | |the Equalization| | | | | | | | |Agreement 2 | | | | | | | |__|________________|___________|_____|_________|____|____________|________| | |To authorize the| | | | | | | | |Boards of | | | | | | | | |Directors of | | | | | | | | |Carnival | | | | | | | | |Corporation and | | | | | | | | |Carnival plc to | | | | | | | | |take all action | | | | | | | |2.|necessary and |835,200,441|98.83|9,926,661|1.17|845,127,102 |777,830 | | |appropriate for | | | | | | | | |implementing the| | | | | | | | |Scheme of | | | | | | | | |Arrangement and | | | | | | | | |the DLC | | | | | | | | |Unification and | | | | | | | | |Redomiciliation | | | | | | | | |Transactions | | | | | | | |__|________________|___________|_____|_________|____|____________|________| | |To adopt the new| | | | | | | | |articles of | | | | | | | | |association of | | | | | | | |3.|Carnival plc |840,469,601|99.45|4,650,756|0.55|845,120,357 |784,575 | | |with effect from| | | | | | | | |the passing of | | | | | | | | |the resolution | | | | | | | |__|________________|___________|_____|_________|____|____________|________| | |To adopt the new| | | | | | | | |articles of | | | | | | | | |association of | | | | | | | |4.|Carnival plc |840,439,003|99.45|4,670,284|0.55|845,109,287 |795,645 | | |with effect from| | | | | | | | |the Scheme | | | | | | | | |becoming | | | | | | | | |effective 2 | | | | | | | |__|________________|___________|_____|_________|____|____________|________| | |To adopt the | | | | | | | | |Memorandum of | | | | | | | | |Continuance that| | | | | | | | |will take effect| | | | | | | |5.|upon the |840,526,859|99.45|4,618,753|0.55|845,145,612 |759,320 | | |redomiciliation | | | | | | | | |of Carnival | | | | | | | | |Corporation from| | | | | | | | |Panama to | | | | | | | | |Bermuda 2 | | | | | | | |__|________________|___________|_____|_________|____|____________|________| | |To adopt the | | | | | | | | |Carnival | | | | | | | | |Corporation Ltd.| | | | | | | | |Bye-Law that | | | | | | | | |will take effect| | | | | | | |6.|upon the |840,570,711|99.46|4,598,130|0.54|845,168,841 |736,091 | | |redomiciliation | | | | | | | | |of Carnival | | | | | | | | |Corporation from| | | | | | | | |Panama to | | | | | | | | |Bermuda 2 | | | | | | | |__|________________|___________|_____|_________|____|____________|________|
Notes:
1 All percentages have been rounded to the nearest two decimal places.
2
Resolutions 1, 4, 5 and 6 are class rights actions. Each of these resolutions were approved by the requisite majorities of Carnival plc Shareholders and Carnival Corporation Shareholders voting separately (and excluding the holder of the
3 An "Abstained" vote is not a vote in law and is not counted in the calculation of the proportion of votes "FOR" or "AGAINST" the resolution.
Voting results of the Annual Shareholders’ Meetings
The table below sets out the results of the polls conducted at the annual meetings of shareholders.
____________________________________________________________________________________________ | | | For | Against | | | | | | Resolution |___________________|_________________| Total votes | Abstain | Broker | | | |Number |% * |Number |%* |cast | |Non-Votes | | | | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Micky Arison | | | | | | | | | |as a Director | | | | | | | | |1. |of Carnival |885,002,049 |96.59|31,232,814 |3.41 |916,234,863 |682,207 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Sir Jonathon | | | | | | | | | |Band as a | | | | | | | | | |Director of | | | | | | | | |2. |Carnival |875,364,523 |95.55|40,769,204 |4.45 |916,133,727 |783,343 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Jason Glen | | | | | | | | | |Cahilly as a | | | | | | | | | |Director of | | | | | | | | |3. |Carnival |906,334,457 |98.93|9,786,767 |1.07 |916,121,224 |795,846 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Nelda J. | | | | | | | | | |Connors as a | | | | | | | | | |Director of | | | | | | | | |4. |Carnival |905,722,778 |98.86|10,402,443 |1.14 |916,125,221 |791,849 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Helen Deeble | | | | | | | | | |as a Director | | | | | | | | |5. |of Carnival |907,516,980 |99.06|8,613,066 |0.94 |916,130,046 |787,024 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Jeffrey J. | | | | | | | | | |Gearhart as a | | | | | | | | | |Director of | | | | | | | | |6. |Carnival |911,045,968 |99.45|5,066,698 |0.55 |916,112,666 |804,404 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Katie Lahey as| | | | | | | | | |a Director of | | | | | | | | |7. |Carnival |898,488,541 |98.07|17,635,989 |1.93 |916,124,530 |792,540 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Stuart | | | | | | | | | |Subotnick as a| | | | | | | | | |Director of | | | | | | | | |8. |Carnival |815,433,057 |89.01|100,638,837|10.99|916,071,894 |845,176 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Laura Weil as | | | | | | | | | |a Director of | | | | | | | | |9. |Carnival |835,320,505 |91.18|80,762,636 |8.82 |916,083,141 |833,929 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Josh Weinstein| | | | | | | | | |as a Director | | | | | | | | |10.|of Carnival |900,871,675 |98.33|15,262,559 |1.67 |916,134,234 |782,836 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To re-elect | | | | | | | | | |Randall | | | | | | | | | |Weisenburger | | | | | | | | | |as a Director | | | | | | | | |11.|of Carnival |829,916,228 |90.59|86,159,361 |9.41 |916,075,589 |841,481 |144,365,254| | |Corporation | | | | | | | | | |and as a | | | | | | | | | |Director of | | | | | | | | | |Carnival plc. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To hold a | | | | | | | | | |(non-binding) | | | | | | | | |12.|advisory vote |879,051,088 |96.75|29,497,346 |3.25 |908,548,434 |8,368,636|144,365,254| | |to approve | | | | | | | | | |executive | | | | | | | | | |compensation. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To hold a | | | | | | | | | |(non-binding) | | | | | | | | | |advisory vote | | | | | | | | | |to approve the| | | | | | | | | |Carnival plc | | | | | | | | | |Directors’ | | | | | | | | |13.|Remuneration |883,294,017 |97.22|25,278,501 |2.78 |908,572,518 |8,344,552|144,365,254| | |Report (in | | | | | | | | | |accordance | | | | | | | | | |with legal | | | | | | | | | |requirements | | | | | | | | | |applicable to | | | | | | | | | |UK companies).| | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To appoint | | | | | | | | | |Deloitte LLP | | | | | | | | | |as independent| | | | | | | | | |auditor of | | | | | | | | | |Carnival plc | | | | | | | | | |and to ratify | | | | | | | | | |the selection | | | | | | | | | |of Deloitte & | | | | | | | | |14.|Touche LLP as |1,057,700,041|99.81|2,000,000 |0.19 |1,059,700,041|1,582,283|144,365,254| | |the | | | | | | | | | |independent | | | | | | | | | |registered | | | | | | | | | |public | | | | | | | | | |accounting | | | | | | | | | |firm of | | | | | | | | | |Carnival | | | | | | | | | |Corporation. | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To authorize | | | | | | | | | |the Audit | | | | | | | | | |Committee of | | | | | | | | | |Carnival plc | | | | | | | | | |to determine | | | | | | | | | |the | | | | | | | | | |remuneration | | | | | | | | |15.|of the |1,057,519,943|99.78|2,285,498 |0.22 |1,059,805,441|1,476,883|144,365,254| | |independent | | | | | | | | | |auditor of | | | | | | | | | |Carnival plc | | | | | | | | | |(in accordance| | | | | | | | | |with legal | | | | | | | | | |requirements | | | | | | | | | |applicable to | | | | | | | | | |UK companies).| | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To receive the| | | | | | | | | |accounts and | | | | | | | | | |reports of the| | | | | | | | | |Directors and | | | | | | | | | |auditor of | | | | | | | | | |Carnival plc | | | | | | | | |16.|for the year |1,052,393,969|99.85|1,587,384 |0.15 |1,053,981,353|7,300,971|144,365,254| | |ended November| | | | | | | | | |30, 2025 (in | | | | | | | | | |accordance | | | | | | | | | |with legal | | | | | | | | | |requirements | | | | | | | | | |applicable to | | | | | | | | | |UK companies).| | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To approve the| | | | | | | | | |giving of | | | | | | | | | |authority for | | | | | | | | | |the allotment | | | | | | | | | |of new shares | | | | | | | | |17.|by Carnival |1,034,070,171|97.58|25,658,516 |2.42 |1,059,728,687|1,553,637|144,365,254| | |plc (in | | | | | | | | | |accordance | | | | | | | | | |with customary| | | | | | | | | |practice for | | | | | | | | | |UK companies).| | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To approve, | | | | | | | | | |subject to | | | | | | | | | |Proposal 17 | | | | | | | | | |passing, the | | | | | | | | | |disapplication| | | | | | | | | |of pre-emption| | | | | | | | | |rights in | | | | | | | | | |relation to | | | | | | | | |18.|the allotment |1,049,666,989|99.09|9,658,081 |0.91 |1,059,325,070|1,957,255|144,365,254| | |of new shares | | | | | | | | | |and sale of | | | | | | | | | |treasury | | | | | | | | | |shares by | | | | | | | | | |Carnival plc | | | | | | | | | |(in accordance| | | | | | | | | |with customary| | | | | | | | | |practice for | | | | | | | | | |UK companies).| | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________| | |To approve a | | | | | | | | | |general | | | | | | | | | |authority for | | | | | | | | | |Carnival plc | | | | | | | | | |to buy back | | | | | | | | | |Carnival plc | | | | | | | | | |ordinary | | | | | | | | | |shares in the | | | | | | | | |19.|open market |1,053,498,983|99.80|2,151,546 |0.20 |1,055,650,529|5,631,795|144,365,254| | |(in accordance| | | | | | | | | |with legal | | | | | | | | | |requirements | | | | | | | | | |applicable to | | | | | | | | | |UK companies | | | | | | | | | |desiring to | | | | | | | | | |implement | | | | | | | | | |share buyback | | | | | | | | | |programs). | | | | | | | | |___|______________|_____________|_____|___________|_____|_____________|_________|___________|
Note:
* All percentages have been rounded to the nearest two decimal places.
Expected timetable
The expected timetable of principal events remains unchanged from that set out on pages viii and ix of the combined shareholder document referred to below. The Court Hearing to sanction the Scheme is expected to be held on
Subject to the satisfaction or (where capable of waiver) waiver of the relevant conditions, including the Court sanction of the Scheme of Arrangement (without modification or with modification on terms agreed by
In accordance with
Capitalized terms used but not otherwise defined in this announcement have the meanings given in the combined shareholder document dated
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