Carnival plc Reports Total Voting Rights as of March 31, 2025

As of 9:00 a.m. Eastern Time on March 31, 2025, Carnival plc announced it had 217,406,012 issued ordinary shares of US $1.66 each admitted to trading. Of these, 29,150,366 shares are held in treasury. Although the company has 188,255,646 issued and outstanding shares, 24,901,144 shares held by Carnival Investments Limited and 17,975,128 shares held by Carnival Corporation are non-voting under the company’s Articles of Association. Accordingly, the total number of voting rights in Carnival plc stands at 145,379,374. This figure should be used by shareholders for any required notifications under the FCA's Disclosure and Transparency Rules.

Carnival Corporation and Carnival plc announced the completion of their previously disclosed private offering of $1.0 billion in 5.750% senior unsecured notes due 2030. The company used the proceeds, along with cash on hand, to redeem $1.0 billion of its 10.500% senior unsecured notes due 2030.

The newly issued notes will mature on March 15, 2030, with interest payable semi-annually starting September 15, 2025. They are guaranteed on a senior unsecured basis by Carnival plc and certain subsidiaries. Prior to December 15, 2029, the company may redeem the notes at a price equal to 100% of their principal amount plus a "make-whole" premium. After that date, they may be redeemed at par plus accrued interest.

The indenture governing the notes includes restrictions on liens, mergers, and asset transfers. It also requires the company to offer to repurchase the notes at 101% of their principal amount plus interest in the event of a change of control. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S and will not be registered under U.S. securities laws.

A press release announcing the transaction was issued on February 28, 2025, and is included as Exhibit 99.1 in the company's filing.