Carnival & : PLC - Resolutions relating to special business passed at AGM

Published: 2026-04-20 09:42:06 ET CCL

Published on 04/20/2026 at 09:42 am EDT

At the annual general meeting of CARNIVAL PLC (the "Company") held on 17 April 2026, the following resolutions were duly passed as ordinary and special resolutions as specified below:

ALLOTMENT OF SHARES

THAT the Directors of Carnival plc be and they are hereby authorized to allot shares in Carnival plc and to grant rights to subscribe for or convert any security into shares in Carnival plc:

up to an aggregate nominal amount of $104,295,964 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

up to an aggregate nominal amount of $208,591,929 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with or pursuant to an offer of or invitation to apply for equity securities by way of a pre-emptive offer or invitation (including a rights issue or an open offer):

to ordinary shareholders in proportion (as nearly as may be practicable) to their holdings of ordinary shares on the record date for such allotment; and

to holders of any other class of equity securities as required by the rights of those securities or as the Directors of Carnival plc otherwise consider necessary,

and so that the Directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's Carnival plc Annual General Meeting (or, if earlier, until the close of business on July 16, 2027) but, in each case, Carnival plc may, before the expiry of such authorities, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authorities expire and the Directors of Carnival plc may allot shares or grant rights to subscribe for or convert securities into shares under, or in pursuance of, any such offer or agreement as if the authorities had not expired.

DISAPPLICATION OF PRE-EMPTION RIGHTS

THAT, subject to Proposal 17 passing, the Directors of Carnival plc be given power to allot equity securities (as defined in the UK Companies Act 2006 (the "Companies Act")) for cash under the authority given by that resolution and/or to sell ordinary shares held by Carnival plc as treasury shares for cash as if Section 561 of the Companies Act did not apply to any such allotment or sale, such power to be limited:

to the allotment of equity securities and sale of treasury shares for cash in connection with or pursuant to an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Proposal 17, by way of a pre-emptive offer or invitation (including a rights issue or open offer):

to ordinary shareholders in proportion (as nearly as may be practicable) to their holdings of ordinary shares on the record date for such allotment or sale; and

to holders of any other class of equity securities, as required by the rights of those securities, or as the Directors of Carnival plc otherwise consider necessary,

in the case of the authority granted under paragraph (a) of Proposal 17 and/or in the case of any sale of treasury shares for cash, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraphs (a) or (b) above) up to a nominal amount equal to 20 percent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors of Carnival plc determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's Carnival plc Annual General Meeting (or, if earlier, until the close of business on July 16, 2027) but, in each case, Carnival plc, before the expiry of such power, may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power expires and the Directors of Carnival plc may allot equity securities (and sell treasury shares) under, or in pursuance of, any such offer or agreement as if the power had not expired.

GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES

THAT Carnival plc be and is generally and unconditionally authorized to make market purchases (within the meaning of Section 693(4) of the UK Companies Act 2006) of ordinary shares of $1.66 each in the capital of Carnival plc on such terms and in such manner as the Directors of Carnival plc may determine, and where such shares are held as treasury shares, Carnival plc may use them for the purposes of its employee share schemes, subject to the following conditions:

the maximum number of ordinary shares authorized to be acquired is 18,848,668;

the minimum price (exclusive of expenses) which may be paid for an ordinary share is $1.66;

the maximum price (exclusive of expenses) which may be paid for an ordinary share 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; and

unless previously revoked or renewed, this authority shall expire at the end of next year's Carnival plc Annual General Meeting (or, if earlier, at close of business on July 16, 2027), but Carnival plc may, before the expiry of this authority, make contracts to purchase ordinary shares that would or might be executed wholly or partly after this authority expires and Carnival plc may make purchases of ordinary shares under any such contract as if this authority had not expired.

Dated: 17 April 2026

…………………………………… Company Secretary Doreen S. Furnari

Disclaimer

Carnival plc published this content on April 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 20, 2026 at 13:41 UTC.