Carnival & : PLC - Resolutions passed at General Meeting
CCL
Published on 04/20/2026 at 09:48 am EDT
At the general meeting of CARNIVAL PLC duly convened and held on 17 April 2026, the following resolutions were duly passed, of which resolutions 1, 2, 5 and 6 were passed as ordinary resolutions and resolutions 3 and 4 were passed as special resolutions.
Subject to the passing of proposals 2, 3, 4, 5 and 6, to approve the (i) unification of Carnival Corporation and Carnival plc's dual listed company structure under a single company, Carnival Corporation, including, subject to the Scheme of Arrangement (as defined in the document of which this notice forms part) becoming effective, the termination of the Equalization and Governance Agreement and other
arrangements implementing the DLC structure (the "DLC Unification"), and (ii) migration of Carnival Corporation from the Republic of Panama, where Carnival Corporation is currently domiciled, to Bermuda as an exempted company limited by shares under the name "Carnival Corporation Ltd." (the "Redomiciliation" and together with the DLC Unification, the "DLC Unification and Redomiciliation Transactions") (the "DLC Unification Proposal").
Subject to the passing of proposals 1, 3, 4, 5 and 6, for the purpose of giving effect to (i) the scheme of arrangement dated February 27, 2026 between Carnival plc and the Scheme Shareholders (as defined in the scheme of arrangement), a copy of which has been produced to this meeting and for the purposes of identification signed by the Chair hereof, in its original form or subject to such modification, addition or condition agreed between Carnival plc and Carnival Corporation and approved or imposed by the High Court of Justice in England and Wales (the "Scheme of Arrangement"); and (ii) the DLC Unification and Redomiciliation Transactions (as defined in the document of which this notice forms part), to authorize the Directors of Carnival plc and Carnival Corporation to take all such action as they may consider necessary or appropriate for carrying into effect the Scheme of Arrangement and/or the DLC Unification and Redomiciliation Transactions, including to agree such modifications, revisions, waivers, extensions, additions as the directors of Carnival plc and Carnival Corporation may consider necessary, expedient or desirable in connection with, and to implement, the DLC Unification and Redomiciliation Transactions (the "Scheme Implementation Proposal").
Subject to the passing of proposals 1, 2, 4, 5 and 6, with effect from the passing of this resolution, to adopt the articles of association of Carnival plc in the form set out in Annex H to the document of which this notice forms part as the new articles of association of Carnival plc in substitution for, and to the exclusion of, the existing articles of association (the "PLC Scheme Articles Amendment Proposal").
With effect from the Scheme of Arrangement becoming effective, to adopt the articles of association of Carnival plc in the form set out in Annex I to the document of which this notice forms part as the new articles of association of Carnival plc in substitution for, and to the exclusion of, the articles of association of Carnival plc in effect at such time (the "Post-Scheme PLC Articles Amendment Proposal").
Subject to the passing of proposals 1, 2, 3, 4 and 6, to adopt the Memorandum of Continuance in the form attached to this document of which this notice forms part as Annex F, which will become effective as the memorandum of continuance of Carnival Corporation Ltd., on and with effect from completion of the Redomiciliation (as defined in the document of which this notice forms part) (the "Corporation Memorandum of Continuance Proposal").
Subject to the passing of proposals 1, 2, 3, 4 and 5, to adopt the Carnival Corporation Ltd. Bye-Laws in the form attached to this document of which this notice forms part as Annex G, which will become effective as the Bye-Laws of Carnival Corporation Ltd. on and with effect from completion of the Redomiciliation (the "Corporation Bye-Laws Proposal").
Dated: 17 April 2026
…………………………………… Company Secretary Doreen S. Furnari
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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 13:47 UTC.