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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12
CARNIVAL CORPORATION
CARNIVAL PLC
------------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:____________
2) Aggregate number of securities to which transaction applies:_______________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):_______________________________
4) Proposed maximum aggregate value of transaction:___________________________
5) Total fee paid:____________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:____________________________________________________
2) Form, Schedule or Registration Statement No.:______________________________
3) Filing Party:
4) Date Filed:_______________________________________________
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[GRAPHIC OMITTED]
[LOGO - CARNIVAL CORPORATION & PLC]
February 21, 2006
MICKY ARISON
Chairman of the Boards
Chief Executive Officer
To our Shareholders:
On behalf of the boards of directors of each of Carnival Corporation and
Carnival plc, it is my pleasure to invite you to attend our joint annual
meetings of shareholders. The annual meetings will be held at The Biltmore
Hotel, 1200 Anastasia Avenue, Coral Gables, Florida on Wednesday, April 19,
2006. The meetings will commence at 10:00 a.m. (Miami time), and although
technically two separate meetings (the Carnival plc meeting will begin first),
shareholders of Carnival Corporation may attend the Carnival plc meeting and
vice-versa. As we have shareholders in both the United Kingdom and the United
States, we plan to continue to rotate the location of the annual meetings
between the United States and the United Kingdom each year in order to
accommodate shareholders on both sides of the Atlantic.
We are also offering an audio web cast of the annual meetings. If you choose to
listen to the web cast, go to our website at www.carnivalcorp.com or
www.carnivalplc.com, shortly before the start of the meetings and follow the
instructions provided. We will also be hosting an audio broadcast of the annual
meetings at our P&O Cruises' headquarters located at Richmond House, Terminus
Terrace, Southampton, Hampshire, United Kingdom. Although shareholders will not
be able to vote in Southampton (they must submit a proxy to vote), they will be
able to submit questions to the directors in Florida.
You will find information regarding the matters to be voted on in the attached
notices of annual meetings of shareholders and proxy statement. THE CARNIVAL
CORPORATION NOTICE OF ANNUAL MEETING BEGINS ON PAGE 1 AND THE CARNIVAL PLC
NOTICE OF ANNUAL GENERAL MEETING BEGINS ON PAGE ?. Because of the DLC
structure, all voting will take place on a poll (or ballot).
We are also pleased to offer most Carnival Corporation and all Carnival plc
shareholders the opportunity to electronically receive future proxy statements
and annual reports over the internet. By using these services, you are not only
accessing these materials more quickly than ever before, but you will also help
us reduce printing and postage costs associated with their distribution as well
as help preserve the earth's valuable resources.
Your vote is important. Whether or not you plan to attend the annual meetings
in person, please submit your vote using one of the voting methods described in
the attached materials. Submitting your voting instructions by any of these
methods will not affect your right to attend the meetings in person should you
so choose.
THE BOARDS OF DIRECTORS CONSIDER CARNIVAL CORPORATION PROPOSALS 1-8 (BEING
CARNIVAL PLC RESOLUTIONS 1-21) TO BE IN THE BEST INTERESTS OF CARNIVAL
CORPORATION & PLC AND THE SHAREHOLDERS AS A WHOLE. ACCORDINGLY, THE BOARDS OF
DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU CAST YOUR VOTE "FOR" CARNIVAL
CORPORATION PROPOSALS 1-8 (BEING CARNIVAL PLC RESOLUTIONS 1-21).
Thank you for your ongoing support of, and continued interest in, Carnival
Corporation & plc.
Sincerely,
/s/ Micky Arison
----------------
Micky Arison
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS.................1
NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS.................3
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS.......8
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION...................13
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC...........................16
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..................18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE......................22
PROPOSAL 1 (RESOLUTIONS 1-14) RE-ELECTION OF DIRECTORS.......................22
PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16) RE-APPOINTMENT AND
REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND
RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTING FIRM FOR CARNIVAL CORPORATION................................24
PROPOSAL 4 (RESOLUTION 17) RECEIPT OF ACCOUNTS AND REPORTS
OF CARNIVAL PLC.........................................................24
PROPOSAL 5 (RESOLUTION 18) APPROVAL OF DIRECTORS' REMUNERATION REPORT.......25
PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20) APPROVAL OF LIMITS ON THE
AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION
OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC..................................25
PROPOSAL 8 (RESOLUTION 21) GENERAL AUTHORITY TO BUY BACK CARNIVAL
PLC ORDINARY SHARES......................................................26
BOARD STRUCTURE AND COMMITTEE MEETINGS.......................................28
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES........................31
EXECUTIVE COMPENSATION.......................................................33
EQUITY COMPENSATION PLANS....................................................38
DEFINED BENEFIT AND OTHER PLANS..............................................39
REPORT OF THE COMPENSATION COMMITTEES........................................41
STOCK PERFORMANCE GRAPHS.....................................................44
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM......................46
REPORT OF THE AUDIT COMMITTEES...............................................47
TRANSACTIONS OF MANAGEMENT AND DIRECTORS.....................................48
Annex A - Carnival plc Directors' Report and UK GAAP Summary
Financial Information
Annex B - Carnival plc Directors' Remuneration Report
Annex C - Carnival plc Corporate Governance Report
[GRAPHIC OMITTED]
[LOGO - CARNIVAL CORPORATION & PLC]
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
_______________________________
NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS
_______________________________
DATE Wednesday, April 19, 2006
TIME 10:00 a.m. (Miami time), being 3:00 p.m. (UK time)
The Carnival Corporation annual meeting will start
directly following the annual general meeting of
Carnival plc.
PLACE The Biltmore Hotel
1200 Anastasia Avenue
Coral Gables, Florida 33134
United States of America
WEBCAST www.carnivalcorp.com or www.carnivalplc.com
ITEMS OF BUSINESS 1. To re-elect 14 directors to the boards of each of
Carnival Corporation and Carnival plc;
2. To re-appoint the independent auditors for Carnival
plc and to ratify the 2 selection of the
independent registered certified public accounting
firm for Carnival Corporation;
3. To authorize the Audit Committee of Carnival plc to
agree the remuneration of the independent auditors;
4. To receive the UK accounts and reports for Carnival
plc for the financial year 4 ended November 30,
2005 (in accordance with legal requirements
applicable to UK companies);
5. To approve the directors' remuneration report of
Carnival plc (in accordance 5 with legal
requirements applicable to UK companies);
6. To approve limits on the authority to allot shares
by Carnival plc (in 6 accordance with customary
practice for UK companies);
7. To approve the disapplication of pre-emption rights
for Carnival plc shares (in accordance with
customary practice for UK companies);
1
8. To approve a general authority for Carnival plc to
buy back Carnival plc ordinary shares in the open
market (in accordance with legal requirements
applicable to UK companies desiring to implement
share buy back programs); and
9. To transact such other business as may properly
come before the meeting.
RECORD DATE You are entitled to vote your Carnival Corporation
shares if you were a shareholder at the close of
business on February 21, 2006.
MEETING ADMISSION Attendance at the meeting is limited to shareholders.
Each Carnival Corporation shareholder may be asked to
present valid picture identification, such as a
driver's license or passport. Shareholders holding
shares in brokerage accounts ("under a street name")
will need to bring a copy of a brokerage statement
reflecting share ownership as of the record date.
VOTING BY PROXY Please submit a proxy as soon as possible so that your
shares can be voted at the meeting in accordance with
your instructions. For specific instructions, please
refer to the Questions and Answers beginning on page __
of this proxy statement and the instructions on your
proxy card.
On behalf of the Board of Directors
/s/ Arnaldo Perez
----------------------------
ARNALDO PEREZ
SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
A proxy statement and proxy card are enclosed. All Carnival Corporation
shareholders are urged to follow the instructions attached to the proxy card
and complete, sign, date and mail the proxy card promptly. The enclosed
envelope for return of the proxy card requires no postage. Any shareholder
attending the meeting in Coral Gables, Florida may personally vote on all
matters that are considered, in which event the signed proxy will be revoked.
This proxy statement and accompanying proxy card are being distributed on or
about March 10, 2006.
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS
TO THE ACTION YOU SHOULD TAKE, YOU IMMEDIATELY SHOULD CONSULT YOUR STOCKBROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER
AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN CARNIVAL PLC,
PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR
TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR
TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
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[GRAPHIC OMMITTED]
C A R N I V A L
P L C
CARNIVAL HOUSE
5 GAINSFORD STREET
LONDON SE1 2NE
UNITED KINGDOM
_______________________________
NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS
_______________________________
NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be
held at The Biltmore Hotel, 1200 Anastasia Avenue, Coral Gables, Florida on
Wednesday, April 19, 2006 at 10:00 a.m. (Miami time), being 3:00 p.m. (UK
time), for the purpose of considering and, if thought fit, passing the
resolutions described below:
o Re solutions 1 through 19 will be proposed as ordinary resolutions. For
ordinary resolutions, the required majority is more than 50% of the
combined votes cast at this meeting and Carnival Corporation's annual
meeting.
o Resolution 20 and 21 will be proposed as special resolutions. For special
resolutions, the required majority is not less than 75% of the combined
votes cast at this meeting and Carnival Corporation's annual meeting.
TO CONSIDER THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS:
RE-ELECTION OF DIRECTORS
1. To re-elect Micky Arison as a director of Carnival Corporation and as a
director of Carnival plc.
2. To re-elect Ambassador Richard G. Capen, Jr. as a director of Carnival
Corporation and as a director of Carnival plc.
3. To re-elect Robert H. Dickinson as a director of Carnival Corporation and
as a director of Carnival plc.
4. To re-elect Arnold W. Donald as a director of Carnival Corporation and as
a director of Carnival plc.
3
5. To re-elect Pier Luigi Foschi as a director of Carnival Corporation and
as a director of Carnival plc.
6. To re-elect Howard S. Frank as a director of Carnival Corporation and as
a director of Carnival plc.
7. To re-elect Richard J. Glasier as a director of Carnival Corporation and
as a director of Carnival plc.
8. To re-elect Baroness Hogg as a director of Carnival Corporation and as a
director of Carnival plc.
9. To re-elect A. Kirk Lanterman as a director of Carnival Corporation and
as a director of Carnival plc.
10. To re-elect Modesto A. Maidique as a director of Carnival Corporation and
as a director of Carnival plc.
11. To re-elect Sir John Parker as a director of Carnival Corporation and as
a director of Carnival plc.
12. To re-elect Peter G. Ratcliffe as a director of Carnival Corporation and
as a director of Carnival plc.
13. To re-elect Stuart Subotnick as a director of Carnival Corporation and as
a director of Carnival plc.
14. To re-elect Uzi Zucker as a director of Carnival Corporation and as a
director of Carnival plc.
RE-APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITORS AND RATIFICATION
OF CARNIVAL CORPORATION AUDITORS
15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent
auditors of Carnival plc for the period commencing upon the conclusion of
the meeting until the conclusion of the next general meeting at which the
accounts of Carnival plc are laid and to ratify the selection of the U.S.
firm of PricewaterhouseCoopers LLP as the independent registered
certified public accounting firm of Carnival Corporation for the period
commencing upon the conclusion of the meeting until the conclusion of the
next annual meeting of Carnival Corporation after the date on which this
resolution is passed.
16. To authorize the Audit Committee of the board of directors of Carnival
plc to agree the remuneration of the independent auditors.
ACCOUNTS AND REPORTS
17. To receive the UK accounts and the reports of the directors and auditors
of Carnival plc for the financial year ended November 30, 2005.
DIRECTORS' REMUNERATION REPORT
18. To approve the directors' remuneration report of Carnival plc as set out
in the annual report for the financial year ended November 30, 2005.
ALLOTMENT OF SHARES
19. THAT the authority and power conferred on the directors by Article 30 of
Carnival plc's articles of association be renewed for a period commencing
at the end of the meeting and expiring at the end of the next annual
general meeting of Carnival plc after the date on which this resolution
is passed and for that period the Section 80 amount shall be $21,977,399.
TO CONSIDER THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS:
DISAPPLICATION OF PRE-EMPTION RIGHTS
20. THAT subject to passing ordinary resolution 19 set out in the notice, the
power conferred on the directors by Article 31 of Carnival plc's articles
of association be renewed for a period commencing at the end of the
4
meeting and expiring at the end of the next annual general meeting of
Carnival plc after the date on which this resolution is passed and for
that period the Section 89 amount shall be $17,651,130.
GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
21. THAT Carnival plc be and is generally and unconditionally authorized to
make market purchases (within the meaning of Section 163(3) of the UK
Companies Act 1985 (the "Companies Act")) of ordinary shares of $1.66
each in the capital of Carnival plc provided that:
(i) the maximum number of ordinary shares authorized to be acquired is
10,633,211;
(ii) the minimum price (exclusive of expenses) which may be paid for an
ordinary share is $1.66;
(iii) the maximum price which may be paid for an ordinary share is an
amount (exclusive of expenses) equal to 105% of the average middle
market quotation for an ordinary share, as derived from the London
Stock Exchange ("LSE") Daily Official List, for the five business
days immediately preceding the day on which such ordinary share is
contracted to be purchased; and
(iv) this authority shall expire on the earlier of (i) the conclusion of
the annual general meeting of Carnival plc to be held in 2007 and
(ii) 18 months from the date of this resolution (except in relation
to the purchase of ordinary shares, the contract of which was
entered into before the expiry of such authority).
By Order of the Board Registered Office:
Arnaldo Perez Carnival House
Company Secretary 5 Gainsford Street
London SE1 2NE
United Kingdom
February 21, 2006
Registered Number 4039524
VOTING ARRANGEMENTS FOR CARNIVAL PLC SHAREHOLDERS
Carnival plc shareholders can vote in either of two ways:
o by attending the meeting and voting in person or by attorney or, in the
case of corporate shareholders, by corporate representatives; or
o by appointing a proxy to attend and vote on their behalf, using the proxy
form enclosed with this notice of annual general meeting.
VOTING IN PERSON (OR BY ATTORNEY)
If you come to the annual general meeting, please bring the attendance card
(attached to the enclosed proxy form) with you. This will mean you can register
more quickly. If you appoint an attorney to attend instead of you, he or she
should bring an original or certified copy of the power of attorney under which
you have authorized them to attend and vote.
In order to attend and vote at the annual general meeting, a corporate
shareholder may appoint an individual to act as its representative. The
appointment must comply with the requirements of the Companies Act. The
representative should bring evidence of their appointment, including any
authority under which it is signed, to the meeting. If you are a corporation
and considering appointing a corporate representative to represent you and vote
your shareholding in Carnival plc at the annual general meeting you are
strongly encouraged to pre-register your corporate representative to make
registration on the day of the meeting more efficient. In order to
5
pre-register, you would need to fax your Letter of Representation to Carnival
plc's registrar, Lloyds TSB Registrars, on 01903 833168 from within the UK or
+44 1903 833168 from elsewhere.
Please note that there will be a live audio broadcast of the Carnival plc
annual general meeting and the Carnival Corporation annual meeting at P&O
Cruises' headquarters located at Richmond House, Terminus Terrace, Southampton,
Hampshire, United Kingdom, from 3:00 p.m. (UK time). All Carnival plc and
Carnival Corporation shareholders and their guests are welcome to attend the
live audio broadcast, although only Carnival plc and Carnival Corporation
shareholders will be able to submit questions to the directors from
Southampton. Please note further that only shareholders attending the meetings
to be held in Florida will be able to vote in person. Accordingly, Carnival plc
shareholders attending the audio broadcast of the meetings in Southampton will
need to submit a proxy (see below) to make their vote count.
VOTING BY PROXY
A shareholder entitled to attend and vote at the meeting is entitled to appoint
one or more proxies to attend and (on a poll) vote in his or her stead. A proxy
need not be a shareholder of Carnival plc.
To be effective, a duly completed proxy form and the authority (if any) under
which it is signed, or a notarially certified copy of such authority, must be
deposited (whether delivered personally or by post) at the offices of Carnival
plc's registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex,
BN99 6AN, UK as soon as possible and in any event no later than 3:00 p.m. (UK
time) on April 17, 2006. Alternatively, a proxy vote may be submitted via the
internet in accordance with the instructions set out on the proxy form.
In the case of joint registered holders, the signature of one holder on a proxy
card will be accepted and the vote of the senior holder who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders. For this purpose, seniority shall be determined by
the order in which names stand on the register of members of Carnival plc in
respect of the relevant joint holding.
In order for a proxy appointment or instruction made using the CREST service to
be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with CRESTCo's specifications and must
contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the appointment
of a proxy or an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be received by the
issuer's agent (ID 7RA01) by the latest time(s) for receipt of proxy
appointments specified in the notice of meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo does not make available special procedures
in CREST for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy Instructions. It
is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting
service provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
Carnival plc may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
SHAREHOLDERS WHO ARE ENTITLED TO VOTE
Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, specifies that only those shareholders registered in the
register of members of Carnival plc at 11:00 p.m. on April 17, 2006 shall be
6
entitled to attend or vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to the entries on the register
of members after 11:00 p.m. on April 17, 2006 shall be disregarded in
determining the rights of any person to attend or vote at the meeting.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during
normal business hours on any weekday (public holidays excluded) at the
registered office of Carnival plc from the date of this notice until and
including the date of the meeting and at the place of the meeting for at least
15 minutes prior to and during the meeting:
o the register of interests of directors in the share capital of Carnival
plc; and
o copies of all service agreements (including letters of appointment)
between each director and Carnival plc.
* * *
There are 21 Resolutions that require shareholder approval at the annual
meeting this year. The directors unanimously recommend that you vote in favor
of Resolutions 1-21 (inclusive), and encourage you to submit your vote using
one of the voting methods described herein. Submitting your voting instructions
by any of these methods will not affect your right to attend the meeting in
person should you so choose.
7
QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS
Q: WHY AM I RECEIVING THESE MATERIALS?
A: The board of directors of each of Carnival Corporation and Carnival plc
(together, "Carnival Corporation & plc," "we" or "us") is providing these
proxy materials to you in connection with our joint annual meetings of
shareholders on Wednesday, April 19, 2006. The annual meetings will be
held at The Biltmore Hotel, 1200 Anastasia Avenue, Coral Gables, Florida,
United States of America. The meetings will commence at 10:00 a.m. (Miami
time), and although technically two separate meetings (the Carnival plc
meeting will begin first), shareholders of Carnival Corporation may
attend the Carnival plc meeting and vice-versa. For our UK shareholders,
we will be hosting a live audio broadcast of the annual meeting at P&O
Cruises' headquarters located at Richmond House, Terminus Terrace,
Southampton, Hampshire, United Kingdom. Shareholders in Southampton will
be able to submit questions to the directors in Florida, but will not be
able to vote at that meeting.
Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
A: The information included in this proxy statement relates to the proposals
to be voted on at the meetings, the voting process, the compensation of
directors and our most highly paid executive officers and certain other
information required by U.S. Securities and Exchange Commission rules
applicable to both companies. We have attached as Annexes A, B and C to
this proxy statement information that Carnival plc is required to provide
to its shareholders under applicable UK rules.
Q: WHAT PROPOSALS WILL BE VOTED ON AT EACH OF THE MEETINGS?
A: The proposals to be voted on at each of the meetings are set out in the
notices of meetings starting on pages ? and ? of this proxy statement.
Q: WHAT IS THE VOTING RECOMMENDATION OF THE BOARDS OF DIRECTORS?
A: Your boards of directors recommend that you vote "FOR" all of the
proposals described in this proxy statement.
Q: HOW DOES THE DLC STRUCTURE AFFECT MY VOTING RIGHTS?
A: 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. These matters
are called "joint electorate actions." Combined voting is accomplished
through the special voting shares that have been issued by each company.
Certain matters specified in the organizational documents of Carnival
Corporation and Carnival plc where the interests of the two shareholder
bodies may diverge are called "class rights actions." These class rights
actions are voted on separately by the shareholders of each company. If
either group of shareholders does not approve a class rights action, that
action generally cannot be taken by either company. All of the proposals
to be voted on at these annual meetings are joint electorate actions, and
there are no class rights actions.
Q: GENERALLY, WHAT ACTIONS ARE JOINT ELECTORATE ACTIONS?
A: Any resolution to approve an action other than a class rights action or a
procedural resolution (described below) is designated as a joint
electorate action. The actions designated as joint electorate actions
include:
o the appointment, removal or re-election of any director of either
or both companies;
o if required by law, the receipt or adoption of the annual accounts
of both companies;
o the appointment or removal of the independent auditors of either
company;
8
o a change of name by either or both companies; or
o the implementation of a mandatory exchange of Carnival plc shares
for Carnival Corporation shares based on a change in tax laws,
rules or regulations.
The relative voting rights of Carnival plc shares and Carnival
Corporation shares are equalized based on a ratio which we refer to as
the "equalization ratio." Based on the current equalization ratio of
1:1, each Carnival Corporation share has the same voting rights as one
Carnival plc share on joint electorate actions.
Q: HOW ARE JOINT ELECTORATE ACTIONS VOTED ON?
A: Joint electorate actions are voted on as follows:
o Carnival plc shareholders vote at the annual general meeting of
Carnival plc (whether in person or by proxy). Voting is on a poll
(or ballot) which remains open for sufficient time to allow the
vote at the Carnival Corporation meeting to be held and reflected
in the Carnival plc meeting through the mechanism of the special
voting share. An equivalent vote is cast at the subsequent Carnival
Corporation meeting on each of the corresponding resolutions
through a special voting share issued by Carnival Corporation; and
o Carnival Corporation shareholders vote at the Carnival Corporation
annual meeting (whether in person or by proxy). Voting is by ballot
(or on a poll) which remains open for sufficient time to allow the
vote at the Carnival plc meeting to be held and reflected in the
Carnival Corporation meeting through the mechanism of the special
voting share. An equivalent vote is cast on the corresponding
resolutions at the Carnival plc meeting through a special voting
share issued by Carnival plc.
A joint electorate action is approved if it is approved by:
o a simple majority of the votes cast in the case of an ordinary
resolution (or not less than 75% of the votes cast in the case of a
special resolution if required by applicable law and regulations or
Carnival plc's articles) by the holders of Carnival plc's shares
and the holder of the Carnival plc special voting share as a single
class at a meeting at which a quorum was present and acting;
o a simple majority of the votes cast (or other majority if required
by applicable law and regulations or the Carnival Corporation
articles and by-laws) by the holders of Carnival Corporation shares
and the holder of the Carnival Corporation special voting share,
voting as a single class at a meeting which a quorum was present
and acting; and
o a minimum of one-third of the total votes available to be voted by
the combined shareholders must be cast on each resolution for it to
be effective. Formal abstentions (or votes withheld) by a
shareholder on a resolution will be counted as having been "cast"
for this purpose.
Q: HOW ARE THE DIRECTORS OF EACH COMPANY RE-ELECTED?
A: Resolutions relating to the re-election of directors are considered as
joint electorate actions. No person may be a member of the board of
directors of Carnival Corporation or Carnival plc without also being a
member of the board of directors of the other company. There are 14
nominees for re-election to the board of directors of each company this
year. Each nominee currently serves as a director of Carnival Corporation
and Carnival plc. All directors are to be re-elected to serve until the
next annual meetings and until their successors are elected.
Q: WHAT VOTES ARE REQUIRED TO ELECT DIRECTORS OR APPROVE THE OTHER
PROPOSALS?
A: Carnival Corporation Proposals 7 and 8 (being Carnival plc Resolutions 20
and 21) are required to be approved by 75% of the combined votes cast at
both meetings.
9
Each of the other proposals, including the re-election of directors,
requires the approval of a majority of the combined votes cast at both
meetings. Abstentions (including votes withheld, except in the case of
the election of directors by Carnival Corporation shareholders as
discussed below) and broker non-votes are not deemed votes cast for
purposes of calculating the vote, but do count for the purpose of
determining whether a quorum is present. In the election of directors by
Carnival Corporation shareholders, votes withheld in respect of one or
more nominees count for the purpose of determining whether a quorum is
present and are deemed votes cast against such nominee or nominees.
If you are a beneficial owner of Carnival Corporation shares and do not
provide the shareholder of record with a signed voting instruction card,
your shares may constitute broker non-votes, as described in "HOW IS THE
QUORUM DETERMINED?" In tabulating the voting result for any particular
proposal, shares which constitute broker non-votes are not deemed cast
for purposes of calculating the vote.
Q: GENERALLY, WHAT ARE PROCEDURAL RESOLUTIONS?
A: Procedural resolutions are resolutions of a procedural or technical
nature that do not adversely affect the shareholders of the other company
in any material respect and are put to the shareholders at a meeting. The
special voting shares do not represent any votes on "procedural
resolutions." The chairman of each of the meetings will determine whether
a resolution is a procedural resolution.
To the extent that such matters require the approval of the shareholders
of either company, any of the following will be procedural resolutions:
o that certain people be allowed to attend or be excluded from
attending the meeting;
o that discussion be closed and the question put to the vote
(provided no amendments have been raised);
o that the question under discussion not be put to the vote (where a
shareholder feels the original motion should not be put to the
meeting at all, if such original motion was brought during the
course of that meeting);
o to proceed with matters in an order other than that set out in the
notice of the meeting;
o to adjourn the debate (for example, to a subsequent meeting); and
o to adjourn the meeting.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: The voting results will be announced to the media and the relevant stock
exchanges and posted on our website at www.carnivalcorp.com and
www.carnivalplc.com, after both shareholder meetings have closed. The
results will also be published in our quarterly report on Form 10-Q for
the second quarter of fiscal 2006 ending May 31, 2006.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETINGS?
A: The quorum requirement for holding the meetings and transacting business
at the meetings is one-third of the total votes of all shareholders of
both companies entitled to be voted. Shareholders may be present in
person (or by attorney) or represented by proxy at the meetings.
Q: HOW IS THE QUORUM DETERMINED?
A: For purposes of determining a quorum with respect to joint electorate
actions, the special voting shares have the maximum number of votes
attached to them as were cast on such joint electorate actions, either
10
for, against or abstained, at the parallel shareholder meeting of the
other company, and such maximum number of votes (including abstentions)
constitutes shares entitled to vote and present for purposes of
determining whether a quorum exists at such meeting.
In order for a quorum to be validly constituted with respect to meetings
of shareholders convened to consider a joint electorate action or class
rights action, the special voting entities must be present.
Abstentions (including votes withheld) and broker non-votes are counted
as present for the purpose of determining the presence of a quorum.
Generally, broker non-votes occur when shares held by a broker for a
beneficial owner are not voted with respect to a particular proposal
because (1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting power to
vote such shares.
Q: IS MY VOTE CONFIDENTIAL?
A: Proxy instructions, ballots and voting tabulations that identify
individual shareholders are handled in a manner that protects your voting
privacy. Your vote will not be disclosed to third parties except (1) as
necessary to meet applicable legal requirements, (2) to allow for the
tabulation of votes and certification of the vote or (3) to facilitate a
successful proxy solicitation by our boards of directors. Occasionally,
shareholders provide written comments on their proxy card which are then
forwarded to management.
Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETINGS?
A: We will pay the entire cost of preparing, assembling, printing, mailing
and distributing these proxy materials and soliciting votes for the
meetings. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy materials to shareholders.
Q: CAN I VIEW THE PROXY MATERIALS ELECTRONICALLY?
A: This proxy statement will be posted on our website at
www.carnivalcorp.com or www.carnivalplc.com. We encourage you to take
advantage of the convenience of accessing these materials through the
internet as it is simple and fast to use, saves time and money, and is
environmentally friendly.
Q: WHAT REPORTS ARE FILED BY CARNIVAL CORPORATION AND CARNIVAL PLC WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION AND HOW CAN I OBTAIN COPIES?
A: We file joint annual reports on Form 10-K, joint quarterly reports on
Form 10-Q and joint current reports on Form 8-K with the U.S. Securities
and Exchange Commission. Copies of the Carnival Corporation & plc joint
annual report on Form 10-K for the year ended November 30, 2005 (not
including documents incorporated by reference), as well as any joint
quarterly reports on Form 10-Q or joint current reports on Form 8-K, as
filed with the U.S. Securities and Exchange Commission can be viewed or
obtained without charge through the U.S. Securities and Exchange
Commission's website at www.sec.gov (under Carnival Corporation or
Carnival plc) or at www.carnivalcorp.com or www.carnivalplc.com. Copies
will also be provided to shareholders without charge upon written request
to Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue,
Miami, Florida 33178-2428 or Carnival plc, Carnival House, 5 Gainsford
Street, London SE1 2NE, United Kingdom. We encourage you to take
advantage of the convenience of accessing these materials through the
internet as it is simple and fast to use, saves time and money, and is
environmentally friendly.
Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETINGS?
A: Carnival Corporation shareholders and Carnival plc shareholders (to the
extent permitted under Carnival plc's governing documents and UK law) may
submit proposals for consideration at future shareholder meetings,
including director nominations. In order for shareholder proposals to be
11
considered for inclusion in our proxy statement for next year's annual
meetings, the written proposals must be received by our Secretary no
later than November 10, 2006. Such proposals also will need to comply
with U.S. Securities and Exchange Commission regulations and UK corporate
law requirements regarding the inclusion of shareholder proposals in
company sponsored proxy materials. Any proposal of shareholders to be
considered at next year's meetings, but not included in our proxy
statement, must be submitted in writing by January 24, 2007.
Q: MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
A: You may propose director candidates for consideration by our board's
Nominating & Governance Committee. In order to have a nominee considered
by the Nominating & Governance Committee for election at the 2007 annual
meetings you must submit your recommendation in writing to the attention
of our Secretary at our headquarters not later than November 10, 2006.
Any such recommendation must include:
o the name and address of the candidate;
o a brief biographical description, including his or her occupation
for at least the last five years, and a statement of the
qualifications of the candidate, taking into account the factors
referred to below in "BOARD STRUCTURE AND COMMITTEE MEETINGS --
NOMINATIONS OF DIRECTORS"; and
o the candidate's signed consent to serve as a director if elected
and to be named in the proxy statement.
12
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION
Carnival plc shareholders should refer to the "QUESTIONS SPECIFIC TO
SHAREHOLDERS OF CARNIVAL PLC" beginning on page __.
Q: WHAT CARNIVAL CORPORATION SHARES OWNED BY ME CAN BE VOTED?
A: All Carnival Corporation shares owned by you as of February 21, 2006, the
record date, may be voted by you. These shares include those (1) held
directly in your name as the shareholder of record, including shares
purchased through Carnival Corporation's Dividend Reinvestment Plan and
its Employee Stock Purchase Plan and (2) held for you as the beneficial
owner through a stockbroker, bank or other nominee.
Q: WILL I BE ASKED TO VOTE AT THE CARNIVAL PLC ANNUAL MEETING?
A: No. Your vote at the Carnival Corporation annual meeting, for purposes of
determining the outcome of combined voting, is automatically reflected as
appropriate at the parallel annual meeting of Carnival plc through the
mechanism of the special voting share issued by Carnival plc.
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD
AND AS A BENEFICIAL OWNER?
A: Most of the shareholders of Carnival Corporation hold their shares
through a stockbroker, bank or other nominee rather than directly in
their own name. As summarized below, there are some distinctions between
shares held of record and those owned beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with Carnival
Corporation's transfer agent, SunTrust Bank, you are considered, with
respect to those shares, the shareholder of record, and these proxy
materials are being sent directly to you by us. As the shareholder of
record, you have the right to grant your voting proxy directly to the
persons named in the proxy or to vote in person at the meeting. Carnival
Corporation has enclosed a proxy card for you to use.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held in
street name, and these proxy materials are being forwarded to you by your
broker or nominee who is considered, with respect to those shares, the
shareholder of record. As the beneficial owner, you have the right to
direct your broker on how to vote and are also invited to attend the
meeting. However, since you are not the shareholder of record, you may
not vote these shares in person at the meeting. Your broker or nominee
has enclosed a voting instruction card for you to use.
Q: HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be
voted in person at the annual meeting in Florida. If you choose to do so,
please bring the enclosed proxy card or proof of identification.
Even if you plan to attend the annual meeting, we recommend that you also
submit your proxy as described below so that your vote will be counted if
you later decide not to attend the meeting. Shares held in street name
may be voted in person by you only if you obtain a signed proxy from the
record holder giving you the right to vote the shares. Please refer to
the voting instruction card included by your broker or nominee.
Q: HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES WITHOUT ATTENDING THE
MEETING?
A: Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct your vote without attending
the meeting. You may vote by granting a proxy or, for shares held in
13
street name, by submitting voting instructions to your broker or nominee.
For shareholders of record, you may do this by signing your proxy card
and mailing it in the enclosed envelope. If you provided specific voting
instructions, your shares will be voted as you instruct. If you sign but
do not provide instructions, your shares will be voted as described below
in "HOW ARE VOTES COUNTED?" Where your shares are held in street name, in
most instances you will be able to do this over the internet at
www.proxyvote.com, by telephone or by mail. Please refer to the voting
instruction card included by your broker or nominee.
We are also offering an audio web cast of the annual meetings. If you
choose to listen to the web cast, go to our website at
www.carnivalcorp.com or www.carnivalplc.com shortly before the start of
the meetings and follow the instructions provided.
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy instruction at any time prior to the vote at
the annual meeting. For shares held directly in your name, you may
accomplish this by granting a new proxy bearing a later date (which
automatically revokes the earlier proxy) or by attending the annual
meeting and voting in person. Attendance at the meeting will not cause
your previously granted proxy to be revoked unless you specifically so
request. For shares owned beneficially by you, you may accomplish this by
submitting new voting instructions to your broker or nominee.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?
A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions on each proxy or voting card
you receive and mail each, as directed.
Q: WHO CAN ATTEND THE CARNIVAL CORPORATION MEETING?
A: All Carnival Corporation shareholders of record as of February 21, 2006,
or their duly appointed proxies, may attend and vote at the meeting. Each
shareholder may be asked to present valid picture identification, such as
a driver's license or passport.
If you hold your shares through a stockbroker or other nominee, you will
need to provide proof of ownership by bringing either a copy of the
voting instruction card provided by your broker or a copy of a brokerage
statement showing your share ownership as of February 21, 2006 together
with proof of identification. Cameras, recording devices and other
electronic devices will not be permitted at the meeting.
Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL CORPORATION
MEETING?
A: Carnival Corporation has only one class of common stock outstanding.
Each share of Carnival Corporation common stock outstanding as of the
close of business on February 21, 2006, the record date, is entitled to
one vote at the annual meeting. As of January 31, 2006, Carnival
Corporation had 638,462,631 shares of common stock issued and
outstanding. The trust shares of beneficial interest in the P&O Princess
Special Voting Trust that are paired with your shares of common stock do
not give you separate voting rights.
Q: HOW ARE VOTES COUNTED?
A: In the election of directors, you may vote "FOR" all of the nominees or
you may "WITHHOLD" your vote with respect to one or more of the nominees.
In the election of directors, a vote "withheld" on the Carnival
Corporation proxy card has the same effect as a vote against the
indicated nominee or nominees. You may vote "FOR," "AGAINST" or "ABSTAIN"
for each of the other proposals. If you "ABSTAIN," it has no effect on
the outcome of the votes, although abstentions will be counted for
purposes of determining if a quorum is present for joint electorate
actions. If you sign your proxy card or broker voting instruction card
14
with no further instructions, your shares will be voted in accordance
with the recommendations of the boards of directors.
Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A: Other than the proposals described in this proxy statement, Carnival
Corporation does not expect any matters to be presented for a vote at the
annual meeting. If you grant a proxy, the persons named as proxy holders,
Micky Arison, Carnival Corporation's Chairman of the Board and Chief
Executive Officer, and Arnaldo Perez, Carnival Corporation's Senior Vice
President, General Counsel and Secretary, will have the discretion to
vote your shares on any additional matters properly presented for a vote
at the meeting. If for any unforeseen reason any of our nominees is
unable to accept nomination or election (which is not anticipated), the
persons named as proxy holders will vote your proxy for such other
candidate or candidates as may be nominated by the boards of directors.
Q: WHO WILL COUNT THE VOTE?
A: A representative of SunTrust Bank, our transfer agent, will tabulate the
votes and act as the inspector of elections.
15
QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC
Carnival Corporation shareholders should refer to "QUESTIONS SPECIFIC TO
SHAREHOLDERS OF CARNIVAL CORPORATION" beginning on page __.
Q: WHO IS ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF
CARNIVAL PLC?
A: If you are a Carnival plc shareholder registered in the register of
members of Carnival plc at 11:00 p.m. (UK time) on April 17, 2006, you
will be entitled to attend in person and vote at the annual general
meeting to be held in Coral Gables, Florida in respect of the number of
Carnival plc shares registered in your name at that time. You may also
appoint one or more proxies to attend and (on a poll) vote instead of
you. If you are a corporation you may appoint a corporate representative
to represent you and vote your shareholding in Carnival plc at the annual
general meeting to be held in Coral Gables, Florida. For further details
regarding appointing a proxy or corporate representative please see
below.
We are also offering an audio web cast of the annual meetings. If you
choose to listen to the web cast, go to our website at
www.carnivalcorp.com or www.carnivalplc.com shortly before the start of
the meetings and follow the instructions provided. For your convenience,
we will also be hosting a live audio broadcast of the Carnival plc annual
general meeting and the Carnival Corporation annual meeting, at P&O
Cruises' headquarters located at Richmond House, Terminus Terrace,
Southampton, Hampshire, United Kingdom, from 3:00 p.m. (UK time). All
Carnival plc and Carnival Corporation shareholders and their guests are
welcome to attend the live audio broadcast, although only Carnival plc
and Carnival Corporation shareholders will be able to submit questions to
the directors from Southampton. Please note further that only
shareholders attending the meetings to be held in Florida will be able to
vote in person. Accordingly, Carnival plc shareholders attending the
audio broadcast of the meetings in Southampton will need to submit a
proxy to make their vote count.
Q: WILL I BE ASKED TO VOTE AT THE CARNIVAL CORPORATION ANNUAL MEETING?
A: No. Your vote at the Carnival plc annual general meeting, for purposes of
determining the outcome of combined voting, will automatically be
reflected as appropriate at the parallel annual meeting of Carnival
Corporation through the mechanism of a special voting share issued by
Carnival Corporation.
Q: HOW DO I VOTE MY CARNIVAL PLC SHARES WITHOUT ATTENDING THE ANNUAL GENERAL
MEETING?
A: You may vote your Carnival plc shares at the annual general meeting by
completing and signing the enclosed form of proxy in accordance with the
instructions set out on the form and returning it as soon as possible,
but in any event so as to be received by Carnival plc's registrar, Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6AN, by not
later than 3:00 p.m. (UK time) on April 17, 2006. Alternatively, a proxy
vote may be submitted via the internet in accordance with the
instructions set out in the proxy form. It is also possible to appoint a
proxy via the CREST system, please see the Carnival plc Notice of Annual
General Meeting for further details. Voting by proxy does not preclude
you from attending the annual general meeting and voting in person should
you wish to do so.
If you are a corporation you can vote your Carnival plc shares at the
annual general meeting by appointing a corporate representative. You are
strongly encouraged to pre-register your corporate representative to make
registration on the day of the annual meeting more efficient. In order to
pre-register you would need to fax your Letter of Representation to
Carnival plc's registrar, Lloyds TSB Registrars, on 01903 833168 from
within the UK or +44 1903 833168 from elsewhere.
Corporate representatives themselves are urged to arrive at least two
hours before commencement of the annual general meeting to assist
Carnival plc's registrar with the appropriate registration formalities.
Whether or not you intend to appoint a corporate representative, you are
strongly encouraged to return the enclosed form of proxy to Carnival
plc's registrar.
16
Q: CAN I CHANGE MY VOTE GIVEN BY PROXY OR BY MY CORPORATE REPRESENTATIVE?
A: Yes, in certain circumstances. You may change your proxy vote by either
completing, signing and dating a new form of proxy in accordance with its
instructions and returning it to Carnival plc's registrars by no later
than 3:00 p.m. (UK time) on April 17, 2006, or by attending and voting in
person at the annual general meeting. If you do not attend and vote in
person at the annual general meeting and wish to revoke the appointment
of your proxy or corporate representative you must do so by delivering a
notice of such revocation to Carnival plc's registrars at least three
hours before the start of the annual general meeting.
Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL PLC
MEETING?
A: Carnival plc has only one class of ordinary shares in issue. Each
Carnival plc ordinary share in issue as of the close of business on April
17, 2006, is (on a poll) entitled to one vote at the annual general
meeting.
Q: HOW ARE VOTES COUNTED?
A: You may vote "FOR," "AGAINST" or "WITHHOLD" your vote for each of the
resolutions. If you "WITHHOLD," it has no effect on the outcome of the
votes, although withheld votes will be counted for purposes of
determining if a quorum is present for joint electorate actions.
17
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is information concerning the share ownership of (1) all
persons known by us to be the beneficial owners of 5% or more of the
638,462,631 shares of Carnival Corporation common stock and trust shares of
beneficial interest in the P&O Princess Special Voting Trust outstanding as of
January 31, 2006, (2) all persons known by us to be the beneficial owners of 5%
or more of the 212,664,217 ordinary shares of Carnival plc outstanding as of
January 31, 2006 (41,679,877 of which are indirectly owned by Carnival
Corporation and have no voting rights), (3) each of our executive officers
named in the Executive Compensation Table which appears elsewhere in this proxy
statement, (4) each of our other directors and (5) all directors and executive
officers as a group.
Micky Arison, Chairman of the board and Chief Executive Officer of each of
Carnival Corporation and Carnival plc, certain other members of the Arison
family and trusts for their benefit (collectively, the "Principal
Shareholders"), beneficially own shares representing approximately 36.1% of the
voting power of Carnival Corporation and approximately 28.5% of the combined
voting power of Carnival Corporation & plc and have informed us that they
intend to cause all such shares to be voted in favor of the 14 nominees to the
boards of directors named in this proxy statement and in favor of Proposals 2
through 8 listed in the accompanying Carnival Corporation Notice of Meeting.
The table begins with ownership of the Principal Shareholders.
The number of shares beneficially owned by each entity, person, director,
nominee or executive officer is determined under rules of the U.S. Securities
and Exchange Commission, 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 shares
voting power or investment power and also any shares which the individual would
have the right to acquire as of April 1, 2006 (being 60 days after January 31,
2006) through the exercise of any stock option ("Vested Options").
BENEFICIAL OWNERSHIP TABLE
------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE AMOUNT OF
OF BENEFICIAL NATURE OF
OWNERSHIP BENEFICIAL
OF CARNIVAL PERCENT OF OWNERSHIP OF PERCENT OF PERCENT OF
CORPORATION CARNIVAL CARNIVAL PLC CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR SHARES AND CORPORATION ORDINARY ORDINARY VOTING
IDENTIFY OF GROUP (1) TRUST SHARES* COMMON STOCK SHARES SHARES POWER***
------------------------------------------------------------------------------------------------------------------------------------
Micky Arison.................................... 188,054,943(2)(3)(4) 29.4% 0 0 23.2%
Shari Arison.................................... 5,103,908(2)(3)(5) *** 0 0 ***
c/o SAFO LLC
10800 Biscayne Boulevard
Miami, FL 33161
MA 1994 B Shares, L.P........................... 106,114,284(2)(6) 16.6% 0 0 13.1%
MA 1994 B Shares, Inc........................... 106,114,284(2)(6) 16.6% 0 0 13.1%
Nickel 1994 "B" Trust........................... 106,114,284(2)(6) 16.6% 0 0 13.1%
MA 1997 Holdings, L.P........................... 2,659,265(2)(7) *** 0 0 ***
MA 1997 Holdings, Inc........................... 2,659,265(2)(7) *** 0 0 ***
Nickel 2003 Revocable Trust..................... 2,659,265(2)(7) *** 0 0 ***
Artsfare 1992 Irrevocable Trust................. 2,571,428(2)(8)(13) *** 0 0 ***
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
Artsfare 2005 Trust No. 2 38,574,402(2)(8)(13) 6.0% 0 0 4.8%
c/o SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
Eternity One Trust.............................. 5,102,708(2)(9) *** 0 0 ***
500 Stanton Christiana Road
Newark, DE 19713
JPMorgan Trust Company of Delaware.............. 8,861,718(2)(9) 1.4% 0 0 1.1%
JMD-LMA Protector, Inc.......................... 41,145,830(2)(8) 6.4% 0 0 5.1%
Nickel 2003 GRAT................................ 3,622,922(2) *** 0 0 ***
Nickel Continued Irrevocable Trust.............. 2,124,560(2) *** 0 0 ***
Eternity Two Trust ............................. 3,759,010(2)(3)(9)(14) *** 0 0 ***
Jafasa Continued Irrevocable Trust.............. 1,759,010(2)(3) *** 0 0 ***
MBA I, L.P...................................... 1,432,440(2)(3)(10) *** 0 0 ***
18
------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE AMOUNT OF
OF BENEFICIAL NATURE OF
OWNERSHIP BENEFICIAL
OF CARNIVAL PERCENT OF OWNERSHIP OF PERCENT OF PERCENT OF
CORPORATION CARNIVAL CARNIVAL PLC CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR SHARES AND CORPORATION ORDINARY ORDINARY VOTING
IDENTIFY OF GROUP (1) TRUST SHARES* COMMON STOCK SHARES SHARES POWER***
------------------------------------------------------------------------------------------------------------------------------------
Artsfare 2003 Trust............................. 1,432,440(2)(3)(10) *** 0 0 ***
TAMMS Investment Company, Limited Partnership... 3,653,168(2)(3) *** 0 0 ***
TAMMS Management Corporation.................... 3,653,168(2)(3) *** 0 0 ***
James M. Dubin.................................. 115,632,297(2)(3)(11) 18.1% 0 0 14.3%
c/o Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
John J. O'Neil.................................. 65,546,535(2)(3)(12)(14) 10.3% 0 0 8.1%
c/o Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
SunTrust Delaware Trust Company................. 41,145,830(2)(13) 6.4% 0 0 5.1%
1011 Centre Road, Suite 108
Wilmington, DE 19805
JMD Delaware, Inc............................... 7,506,492(2)(6) 1.2% 0 0 ***
Knight Protector, Inc........................... 65,546,535(2)(3)(14) 10.3% 0 0 8.1%
Citigroup Inc................................... 77,949,231(15) 12.2% 0 0 9.6%
399 Park Avenue
New York, NY 10043
Citigroup Institutional Trust Company........... 71,801,725(15) 11.2% 0 0 8.9%
824 Market Street
Wilmington, DE 19801
Robert H. Dickinson............................. 632,000(16) *** 0 0 ***
Pier Luigi Foschi............................... 0 *** 100,000(17) *** ***
c/o Costa Crociere S.p.A.
Via XII Ottobre, 2
16121 Genoa
Italy
Howard S. Frank................................. 569,737(18) *** 0 0 ***
Peter G. Ratcliffe.............................. 27,974(19) *** 26,608(20) *** ***
c/o Princess Cruise Lines
24305 Town Center Drive
Santa Clarita, CA 91355
Ambassador Richard G. Capen, Jr................. 45,402(21) *** 0 0 ***
6077 San Elijo
Rancho Santa Fe, CA 92067
Arnold W. Donald................................ 20,650(22) *** 0 0 ***
c/o Merisant Company
1 North Brentwood Blvd., Suite 510
Clayton, MO 63105
Richard J. Glasier.............................. 5,000(23) *** 0 0 ***
122 Crystal Canyon Drive
Carbondale, CO 81623
Baroness Hogg................................... 2,500 *** 1,874 *** ***
c/o 3i Group plc
91 Waterloo Road
London SE1 8XP
United Kingdom
A. Kirk Lanterman............................... 166,716(24) *** 0 0 ***
c/o Holland America Line Inc.
300 Elliott Avenue West
Seattle, WA 98119
Modesto A. Maidique............................. 31,600(25) *** 0 0 ***
c/o Florida International University
Office of the President
University Park Campus
107th Avenue and S.W. 8th Street
Miami, FL 33199
Sir John Parker................................. 2,500 *** 5,004(26) *** ***
c/o National Grid plc
1-3 Strand
London WC2N 5EH
United Kingdom
Stuart Subotnick................................ 21,100(27) *** 0 0 ***
c/o Metromedia Company
810 7th Avenue, 29th Floor
New York, NY 10019
Uzi Zucker...................................... 66,800(28) *** 0 0 ***
870 5th Avenue
New York, NY 10021
19
------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE AMOUNT OF
OF BENEFICIAL NATURE OF
OWNERSHIP BENEFICIAL
OF CARNIVAL PERCENT OF OWNERSHIP OF PERCENT OF PERCENT OF
CORPORATION CARNIVAL CARNIVAL PLC CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR SHARES AND CORPORATION ORDINARY ORDINARY VOTING
IDENTIFY OF GROUP (1) TRUST SHARES* COMMON STOCK SHARES SHARES POWER***
------------------------------------------------------------------------------------------------------------------------------------
Capital Research and Management Company......... 56,177,100(29) 8.8% 0 0 6.9%
333 South Hope Street
Los Angeles, CA 90071
The Capital Group Companies, Inc. and their 0 0 8,669,178(30) 5.1% 1.1%
affiliates.................................
333 South Hope Street
Los Angeles, CA 90071
FMR Corp. and Fidelity International Limited and 0 0 8,191,344(30) 4.8% 1.0%
their direct and indirect subsidiaries.....
82 Devonshire Street
Boston, MA 02109
Legal & General Group plc and/or its subsidiaries 0 0 8,545,069(30) 5.0% 1.1%
Temple Court
11 Queen Victoria Street
London EC4N 4SB
United Kingdom
All directors and executive officers as a group
(22 persons)............................... 190,115,930(31) 29.8% 154,022(32) *** 23.5%
---------
* As part of the establishment of the DLC structure, 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 common stock of Carnival Corporation. 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 of Carnival Corporation common
stock is issued to a person after the implementation of the DLC
structure, 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 ("NYSE") 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 structure, 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 natural person named, unless otherwise noted, is 3655
N.W. 87 Avenue, Miami, Florida 33178-2428. The address of all other
entities, unless otherwise noted, is 1201 North Market Street,
Wilmington, Delaware 19899.
(2) The Principal Shareholders and others have filed a joint statement on
Schedule 13D with respect to the shares of Carnival Corporation common
stock held by such persons.
(3) TAMMS Investment Company Limited Partnership ("TAMMS") owns 3,653,168
shares of common stock. TAMMS' general partner is TAMMS Management
Corporation ("TAMMS Corp."), which is wholly-owned by MBA I, L.P. ("MBA
I"). TAMMS' limited partners are various trusts established for the
benefit of certain members of Mr. Arison's family (the "Family Trusts").
By virtue of the limited partnership agreement of TAMMS, TAMMS Corp. may
also be deemed to beneficially own such 3,653,168 shares of common stock.
By virtue of its interest in TAMMS, JMD Delaware, Inc. and JPMorgan Trust
Company of Delaware as trustees of certain of the Family Trusts, may be
deemed to beneficially own the portion of the 3,653,168 shares of common
stock held by TAMMS which corresponds to their partnership interest in
TAMMS. Such amounts are included in the number of shares set forth next
to its name in the table above. Because of authority granted under the
trust instrument for the Artsfare 2003 Trust, Mr. Arison may be deemed to
beneficially own the 1,032,440 shares held by the Artsfare 2003 Trust by
virtue of the limited partnership interest of MBA I in TAMMS.
(4) Includes (i) 840,000 Vested Options, (ii) 2,659,265 shares of common
stock held by the MA 1997 Holdings, L.P., (iii) 106,114,284 shares of
common stock held by the MA 1994 B Shares, L.P., (iv) 73,386,032 shares
of common stock held by the Artsfare 1992 Irrevocable Trust, Artsfare
2005 Trust No. 2, Eternity Four Trust and the Nickel 1997 Irrevocable
Trust by virtue of the authority granted to Mr. Arison under the last
will of Ted Arison and (v) 1,432,440 shares of common stock held by the
Artsfare 2003 Trust by virtue of authority granted under the trust
instrument all of which may be deemed to be beneficially owned by Mr.
Arison.
(5) Under the terms governing the Eternity One Trust, Shari Arison has the
sole right to vote and shares the right to direct the sale of the
4,000,000 shares of common stock held directly by such trust and the
1,102,708 shares of common stock held by TAMMS which corresponds to such
trust's respective ownership interest in TAMMS. In addition, the shares
described above include 1,200 shares of common stock owned by Shari
Arison's children. Shari Arison disclaims beneficial ownership of the
shares owned by her children.
(6) MA 1994 B Shares, L.P. ("MA 1994, L.P.") owns 106,114,284 shares of
common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares,
Inc. ("MA 1994, Inc."), which is wholly-owned by the Nickel 1994 "B"
Trust, a trust established for the benefit of Mr. Arison and his heirs
(the "B Trust"). The sole limited partner of MA 1994, L.P. is the B
Trust. Under the terms of the instrument governing the B Trust, Mr.
Arison has the sole right to vote and direct the sale of the common stock
indirectly held by the B Trust. By virtue of the limited partnership
agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially
own all such 106,114,284 shares of common stock. By virtue of Mr.
Arison's interest in the B Trust and the B Trust's interest in MA 1994,
L.P., Mr. Arison may be deemed to beneficially own all such 106,114,284
shares of common stock. The trustee of the B Trust is JMD Delaware, Inc.,
a corporation wholly-owned by James M. Dubin.
(7) MA 1997 Holdings, L.P. ("MA 1997, L.P.") owns 2,599,265 shares of common
stock. The general partner of MA 1997, L.P. is MA 1997 Holdings, Inc.
("MA 1997, Inc."), which is wholly-owned by the Nickel 2003 Revocable
Trust, a trust established for the benefit of Mr. Arison and his heirs
(the "Nickel 2003 Trust"). The sole limited partner of MA 1997, L.P. is
the Nickel 2003 Trust. By virtue of the limited partnership agreement of
MA 1997, L.P., MA 1997, Inc. may be deemed to beneficially own all of
such 2,599,265 shares of common stock. By virtue of Nickel 2003 Trust's
interest in MA 1997, L.P., the Nickel 2003 Trust may be deemed to
beneficially own all such 2,599,265 shares of common stock. Under the
terms of the instrument governing the Nickel 2003 Trust, Mr. Arison has
the sole right to vote and direct the sale of the common stock indirectly
held by the Nickel 2003 Trust. The trustee of the Nickel 2003 Trust is
JMD Delaware, Inc., a corporation wholly-owned by James M. Dubin.
20
(8) JMD-LMA Protector, Inc., a Delaware corporation, is the protector of the
Artsfare 1992 Irrevocable Trust and Artsfare 2005 Trust No. 2. JMD-LMA
Protector, Inc. has shared voting and dispositive power with respect to
the shares of common stock held by Artsfare 1992 Irrevocable Trust and
Artsfare 2005 Trust No. 2.
(9) JPMorgan Trust Company of Delaware acts as trustee for Eternity One Trust
and Eternity Two Trust. As trustee of Eternity One Trust, JPMorgan Trust
Company of Delaware has shared dispositive power with respect to the
4,000,000 shares of common stock directly held by Eternity One Trust and
1,102,708 shares of common stock held by TAMMS. As Trustee of Eternity
Two Trust, JPMorgan Trust Company of Delaware has shared voting and
dispositive power with respect to 3,000,000 shares of common stock held
by Eternity Two Trust and shared dispositive power with respect to
759,010 shares of common stock beneficially owned by Eternity Two Trust
by virtue of its interest in TAMMS. JPMorgan Trust Company of Delaware
disclaims beneficial ownership of the common stock held by Eternity One
Trust and Eternity Two Trust.
(10) MBA I owns 400,000 shares of common stock and a limited partnership
interest in TAMMS (See Note 3 above). MBA I may be deemed to own
1,032,440 shares of common stock held by TAMMS which corresponds to its
respective partnership interest in TAMMS and TAMMS Corp. The Artsfare
2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare
2003 Trust be deemed to beneficially own all such 1,432,440 shares of
common stock.
(11) By virtue of being the sole shareholder of JMD Delaware, Inc. and JMD-LMA
Protector, Inc., a fifty-percent shareholder of Knight Protector, Inc.,
and the sole trustee of the Artsfare 2003 Trust, Mr. Dubin may be deemed
to own the aggregate of 115,631,297 shares of common stock beneficially
owned by such entities, as to which he disclaims beneficial ownership.
Mr. Dubin beneficially owns 1,000 shares of common stock held directly.
(12) By virtue of being a fifty percent shareholder of Knight Protector, Inc.,
Mr. O'Neil may be deemed to own the aggregate of 65,546,535 shares of
common stock beneficially owned by such entity, as to which he disclaims
beneficial ownership.
(13) SunTrust Delaware Trust Company acts as trustee for the Artsfare 1992
Irrevocable Trust and Artsfare 2005 Trust No. 2.
(14) Knight Protector, Inc. acts as protector of the Eternity Four Trust, and
has shared dispositive power with respect to all 61,787,525 shares of
common stock held by Eternity Four Trust, shared voting power with
respect to 31,701,809 shares of common stock held by Eternity Four Trust
and sole voting power with respect to 30,085,716 shares of common stock
held by Eternity Four Trust, Knight Protector, Inc. acts as protector of
the Eternity Two Trust, and has shared voting and dispositive power with
respect to 3,000,000 shares of common stock held by Eternity Two Trust
and shared dispositive power with respect to 759,010 shares of common
stock beneficially owned by Eternity Two Trust by virtue of its interest
in TAMMS.
(15) Citigroup Institutional Trust Company acts as trustee for the Eternity
Four Trust. According to Amendment No. 1 to Schedule 13G filed on
February 14, 2005 by Citigroup Inc. and Citigroup Institutional Trust
Company (formerly known as Smith Barney Corporate Trust Company), as of
December 31, 2004 Citigroup Institutional Trust Company (of which
Citigroup Inc. is the sole member) has shared voting power over 14,200
shares of common stock and shared dispositive power over 71,801,725
shares of common stock (71,787,525 shares of which are shares held by the
Eternity Four Trust), and Citigroup Inc. has shared voting power over
5,939,903 shares of common stock and shared dispositive power over
77,949,231 shares of common stock (71,787,525 shares of which are shares
held by the Eternity Four Trust).
(16) Includes (i) 336,000 Vested Options and (ii) 296,000 shares of common
stock owned by Dickinson Enterprises Limited Partnership (the "Dickinson
Partnership"). The general partner of the Dickinson Partnership is
Dickinson Enterprises, Inc., which is wholly owned by a revocable trust
established for the benefit of Mr. Dickinson and his heirs (the
"Dickinson Trust"). Under the terms of the instrument governing the
Dickinson Trust, Mr. Dickinson has the sole right to vote and direct the
sale of the common stock indirectly held by the Dickinson Trust.
(17) Includes 100,000 Vested Options.
(18) Includes (i) 260,000 Vested Options and (ii) 4,000 shares of common stock
owned by the Jackson S. Woolworth Irrevocable Trust and the Cassidy B.
Woolworth Trust (Mr. Frank is trustee), as to which Mr. Frank disclaims
beneficial ownership.
(19) Includes (i) 10,000 Vested Options and (ii) 13,892 shares held by Mr.
Ratcliffe's wife. Does not include Mr. Ratcliffe's conditional right to
receive 10,000 restricted stock units and 10,000 shares of common stock
pursuant to the Carnival Corporation 2002 Stock Plan after a five-year
retention period, during which Mr. Ratcliffe does not have the right to
vote or direct the sale of those shares.
(20) Does not include Mr. Ratcliffe's conditional right to receive 23,675
share awards under the Carnival plc Deferred Bonus and Co-Investment
Matching Plan after a three-year retention period, during which Mr.
Ratcliffe does not have the right to vote or direct the sale of those
shares.
(21) Includes (i) 37,600 Vested Options, (ii) 7,000 shares owned by the Capen
Trust, of which Mr. Capen is co-trustee, and (iii) 802 shares of common
stock owned by Mr. Capen's wife as to which he disclaims beneficial
ownership.
(22) Includes (i) 17,600 Vested Options and (ii) 1,800 shares owned by The
Arnold and Hazel Donald Charitable Trust (Mrs. Donald is trustee).
(23) Includes 2,000 Vested Options.
(24) Includes 8,000 shares of common stock held by the Helen K. Lanterman
Trust (Mr. Lanterman is trustee).
(25) Includes 31,600 Vested Options.
(26) Includes 2,000 shares held by Roy Nominees Limited on behalf of GHM
Trustees Limited, the trustee for Sir John's Fixed Unapproved Restricted
Retirement Scheme.
(27) Includes 17,600 Vested Options.
(28) Includes 6,900 Vested Options.
(29) As reflected in Amendment No. 4 to Schedule 13G, dated February 11, 2005,
as filed with the U.S. Securities and Exchange Commission.
(30) Based on notifications to Carnival plc of interests of 3% or more in the
share capital of Carnival plc as required by the Companies Act.
(31) Includes 1,981,294 Vested Options.
(32) Includes 120,413 Vested Options.
21
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
Carnival Corporation and Carnival plc during and with respect to their most
recent fiscal year and upon written representations from persons known to
Carnival to be subject to Section 16 of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "reporting person") that no Form 5 is
required to be filed for such reporting person, all reporting persons filed on
a timely basis reports required by Section 16(a) of the Exchange Act during the
fiscal year ended November 30, 2005, with the exception of one late report
filed by Richard J. Glasier.
PROPOSAL 1 (RESOLUTIONS 1-14)
RE-ELECTION OF DIRECTORS
The DLC structure requires the boards of Carnival plc and Carnival Corporation
to be identical. Shareholders are required to approve the re-election of
directors to each board. There are 14 nominees for re-election to each board of
directors. Each nominee currently serves as a director of both companies. All
directors are to be re-elected to serve until the next annual meeting and until
their successors are elected.
With respect to each nominee set forth below, the information presented
includes such person's age, the month and 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 and any directorships held by such nominee in public or certain other
companies.
The Nominating & Governance Committees conducted performance evaluations on the
members of our boards of directors and reported the results to the boards. The
boards determined that each director was an effective member of the boards and,
therefore, that each director should be proposed for re-election.
ACCORDINGLY, THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE
RE-ELECTION OF EACH OF THE FOLLOWING NOMINEES:
MICKY ARISON, age 56, has been Chairman of the board of directors of Carnival
Corporation since October 1990 and a director since June 1987. He became a
director and Chairman of the board of directors of Carnival plc in April 2003.
He has been Chief Executive Officer of Carnival Corporation since 1979 and
became Chief Executive Officer of Carnival plc in April 2003.
AMBASSADOR RICHARD G. CAPEN, JR., age 71, has been a director of Carnival
Corporation since April 1994 and a director of Carnival plc since April 2003.
He is currently a corporate director, author and business consultant. From 1992
to 1993, Ambassador Capen served as United States Ambassador to Spain. From
1989 to 1991, Ambassador Capen served as Vice Chairman of Knight-Ridder, Inc.
Ambassador Capen was the Chairman and Publisher of the Miami Herald from 1983
to 1989. Ambassador Capen is a member of the board of directors of the Fixed
Income Funds of The Capital Group, the New Economy Fund and Smallcap World
Fund.
ROBERT H. DICKINSON, age 63, has been a director of Carnival Corporation since
June 1987 and a director of Carnival plc since April 2003. Since May 2003, Mr.
Dickinson has served as President and Chief Executive Officer of the Carnival
Cruise Lines division of Carnival Corporation. From May 1993 through May 2003,
Mr. Dickinson was President and Chief Operating Officer of Carnival Cruise
Lines. He is a member of the board of directors of Watsco, Inc.
ARNOLD W. DONALD, age 51, has been a director of Carnival Corporation since
January 2001 and a director of Carnival plc since April 2003. Since January
2006, Mr. Donald has served as President and Chief Executive Officer of
Juvenile Diabetes Research Foundation International. From March 2000 to
November 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a
manufacturer and marketer of tabletop sweetener products, including the
Equal(R) and Canderel(R) brands. From March 2000 to March 2003, he was also the
Chief Executive Officer of Merisant Company. From January 1998 to March 2000 he
was Senior Vice-President of Monsanto Company, a company which develops
agricultural products and consumer goods, and president of its nutrition and
consumer sector. Prior to that he was President of Monsanto Company's
22
agricultural sector. He is a member of the board of directors of Crown Cork &
Seal Company, Inc., The Laclede Group, Oil-Dri Corporation of America, Russell
Corporation and The Scotts Company.
PIER LUIGI FOSCHI, age 59, has been a director of Carnival Corporation and of
Carnival plc since April 2003. He has been Chief Executive Officer of Costa
Crociere S.p.A. ("Costa"), a subsidiary of Carnival plc and chairman of its
board since January 2000.
HOWARD S. FRANK, age 65, has been Vice Chairman of the board of directors of
Carnival Corporation since October 1993 and a director since April 1992. He has
been a director, Vice Chairman of the board of directors and Chief Operating
Officer of Carnival plc since April 2003. He has served as Chief Operating
Officer of Carnival Corporation since January 1998.
RICHARD J. GLASIER, age 60, has been a director of Carnival Corporation and
Carnival plc since July 2004. From July 2002 to May 2005, Mr. Glasier was
President of Argosy Gaming Company, an owner and operator of casinos, and its
Chief Executive Officer from May 2003 until October 2005. From November 1995 to
July 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer
of Royal Caribbean Cruises Ltd.
BARONESS HOGG, age 59, has been a director of Carnival Corporation since April
2003 and a director of Carnival plc since October 2000. She is Chairman of 3i
Group Plc and Frontier Economics Ltd. and Deputy Chairman of GKN plc. She is
also a member of the board of directors of BG Group plc and a member of the
Financial Reporting Counsel. Sarah Hogg was Head of the Prime Minister's Policy
Unit, with the rank of Second Permanent Secretary, from 1990-1995 and served as
a non-executive director of The Peninsular and Oriental Steam Navigation
Company ("P&O") between 1999 and October 2000.
A. KIRK LANTERMAN, age 74, has been a director of Carnival Corporation since
April 1992 and a director of Carnival plc since April 2003. He has been
non-executive Chairman of the Board of Holland America Line Inc. ("HAL"), a
subsidiary of Carnival plc, since December 2004. He was Chairman of the Board
and Chief Executive Officer of HAL from November 2003 to November 2004. From
August 1999 to November 2003, he was Chairman of the Board, President and Chief
Executive Officer of HAL.
MODESTO A. MAIDIQUE, age 66, has been a director of Carnival Corporation since
April 1994 and a director of Carnival plc since April 2003. He has been
President of Florida International University ("FIU") since 1986. Prior to
assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts
Institute of Technology, Harvard University and Stanford University. Dr.
Maidique has also served as Vice President and General Manager of the
Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as
President and Chief Executive Officer of Gerome Therapeutics Collaborative
Research, Inc., a genetics engineering firm, and as General Partner of
Hambrecht & Quist, a venture capital firm. Dr. Maidique is a director of
National Semiconductor, Inc.
SIR JOHN PARKER, age 63, has been a director of Carnival Corporation since
April 2003 and a non-executive director of Carnival plc since October 2000. He
was Deputy Chairman of Carnival plc from September 2002 to April 2003. He is
the non-executive Chairman of National Grid plc and Chairman of P&O. He is also
Senior Non-executive Director of the Court of the Bank of England. He was
formerly a non-executive director of Brambles Industries plc, Chairman of
Babcock International Group plc, Chairman of RMC Group plc and a President of
the Royal Institution of Naval Architects. Sir John Parker has been a member of
the General Committee of Lloyds Register of Shipping since 1983 and was
Chairman of its Technical Committee from 1993 until 2002.
PETER G. RATCLIFFE, age 57, has been a director of Carnival Corporation since
April 2003 and a director of Carnival plc since October 2000. He was Carnival
plc's Chief Executive Officer until April 2003. He is now Chief Executive
Officer of P&O Princess Cruises International comprised of Cunard Line, Ocean
Village, P&O Cruises, P&O Cruises (Australia), P&O Travel, Princess Cruises,
Princess Tours and Swan Hellenic.
STUART SUBOTNICK, age 64, has been a director of Carnival Corporation since
July 1987 and a director of Carnival plc since April 2003. Mr. Subotnick has
been a general partner and the Executive Vice President of Metromedia Company
since July 1986. He is a director of Abovenet Inc., Big City Radio Inc. and
Metromedia International Group, Inc.
23
UZI ZUCKER, age 70, has been a director of Carnival Corporation since July 1987
and a director of Carnival plc since April 2003. Mr. Zucker was a Senior
Managing Director of Bear, Stearns & Co. until he retired in December 2002. Mr.
Zucker is now a private investor.
PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16)
RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC
AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED
PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION
The Audit Committee of the board of directors of Carnival plc has selected the
UK firm of PricewaterhouseCoopers LLP as Carnival plc's independent auditors
for the year ending November 30, 2006, subject to approval of our shareholders.
The Audit Committee of the board of directors of Carnival Corporation has
selected the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation's
independent registered certified public accounting firm for the year ending
November 30, 2006. Representatives of both the U.S. and UK firms of
PricewaterhouseCoopers LLP will be present at the annual meetings and will have
an opportunity to make a statement if they desire to do so. The
PricewaterhouseCoopers LLP representatives will be available to respond to
appropriate questions from shareholders.
This resolution would re-appoint PricewaterhouseCoopers LLP as the independent
auditors of Carnival plc until the conclusion of the next general meeting at
which accounts are laid. It is a requirement of Section 385(2) of the Companies
Act that Carnival plc appoint its independent auditors at a general meeting at
which accounts are laid. You are also being asked to authorize the Audit
Committee of Carnival plc to determine the remuneration of
PricewaterhouseCoopers LLP as independent auditors of Carnival plc.
Although ratification by our shareholders of the appointment of independent
certified public accountants for Carnival Corporation is not legally required,
our boards of directors believe that such action is desirable. If our
shareholders do not approve Proposal 2, the Audit Committees will consider the
selection of another accounting firm for 2006 and future years.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RE-APPOINTMENT OF
THE UK FIRM OF PRICEWATERHOUSECOOPERS LLP AS CARNIVAL PLC'S INDEPENDENT
AUDITORS FOR THE 2006 FISCAL YEAR, THE AUTHORIZATION OF THE AUDIT COMMITTEE OF
CARNIVAL PLC TO AGREE THE REMUNERATION OF PRICEWATERHOUSECOOPERS LLP AND THE
RATIFICATION OF THE SELECTION OF THE U.S. FIRM OF PRICEWATERHOUSECOOPERS LLP AS
CARNIVAL CORPORATION'S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE 2006 FISCAL YEAR.
PROPOSAL 4 (RESOLUTION 17)
RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC
The directors of Carnival plc are required by the Companies Act to present the
financial statements, the UK statutory Directors' Report and the auditors'
report relating to those accounts to the Carnival plc shareholders.
Accordingly, the directors of Carnival plc lay before the annual meetings the
Carnival plc accounts and the reports of the directors and auditors for the
financial year ended November 30, 2005, which have been approved by and signed
on behalf of Carnival plc's board of directors and will be delivered to
Companies House in the UK following the annual meetings. Shareholders are
voting to approve receipt of these documents, as UK law does not require
shareholder approval of the substance and content of these documents. The UK
statutory Directors' Report and the UK GAAP summary financial information for
the financial year ended November 30, 2005 are attached to this proxy statement
as Annex A. The full accounts and reports of Carnival plc will be available for
inspection prior to and during the annual meetings.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RECEIPT OF THE
ACCOUNTS AND REPORTS OF CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2005.
24
PROPOSAL 5 (RESOLUTION 18)
APPROVAL OF DIRECTORS' REMUNERATION REPORT
The UK Directors' Remuneration Report Regulations 2002 (the "Regulations")
require companies listed on the Official List of the UK Listing Authority to
prepare a directors' remuneration report, which must be put to a shareholder
vote. Shareholders are voting to approve adoption of the Directors'
Remuneration Report, which is attached to this proxy statement as Annex B. UK
law does not require shareholder approval of the substance and content of the
Directors' Remuneration Report. Accordingly, disapproval of the Directors'
Remuneration Report will not require us to amend the report although under
applicable UK guidelines the boards and Compensation Committees are expected to
take into account both the voting result and the views of our shareholders in
their application, development and implementation of remuneration policies and
schemes.
The Directors' Remuneration Report sets out the board's remuneration policy for
the next and subsequent financial years and other details required by the
Regulations and the Combined Code appended to the Listing Rules of the UK
Listing Authority (the "UK Combined Code").
No action is required in respect of the Report of the Compensation Committees
of Carnival Corporation and Carnival plc included in this proxy statement as it
is responsive to the rules of the U.S. Securities and Exchange Commission.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THE
CARNIVAL PLC DIRECTORS' REMUNERATION REPORT.
PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20)
APPROVAL OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES
AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC
At the last Carnival plc annual general meeting, the shareholders of Carnival
plc approved appropriate limits on the authority and power granted to directors
by Carnival plc's articles of association to allot ordinary shares of Carnival
plc and to allot shares for cash without making a pre-emptive offer to existing
shareholders. These prior authorizations lapse at the upcoming annual general
meeting.
Under Article 30 of Carnival plc's articles of association, the directors have,
for a "prescribed period," unconditional authority to allot ordinary shares in
Carnival plc up to an aggregate nominal amount known as the "Section 80
amount." The prescribed period and the Section 80 amount are approved by
shareholders passing an ordinary resolution. By passing an ordinary resolution,
shareholders are authorizing the board of Carnival plc to issue, during the
prescribed period, up to an amount of shares having an aggregate nominal value
equal to the Section 80 amount, without further shareholder approval. In the
absence of such approval, the issuance of any additional shares would require
shareholder approval.
Under Article 31, the directors have, for the same prescribed period, power to
allot ordinary shares for cash without making a pre-emptive offer to existing
shareholders up to an aggregate nominal amount known as the "Section 89
amount." The Section 89 amount is approved by shareholders passing a special
resolution. By passing a special resolution, shareholders are authorizing the
board of Carnival plc to issue, during the same prescribed period, an amount of
shares having an aggregate nominal value equal to the Section 89 amount, for
cash without first offering them to existing shareholders of Carnival plc.
Carnival Corporation's articles of incorporation do not contain provisions
similar to Articles 30 and 31 of Carnival plc's articles of association and
holders of Carnival Corporation shares do not have pre-emption rights.
Accordingly, no action is required in respect of Carnival Corporation's
authority to allot shares or to disapply pre-emption rights.
In common with many UK companies, resolutions to renew the prescribed period
and re-establish the Section 80 amount and the Section 89 amount are normally
proposed each year as the directors believe occasions may arise from time to
time when it would be beneficial for shares to be allotted and for shares to be
allotted for cash without making a pre-emptive offer. This is the purpose of
25
Resolution 19 (an ordinary resolution) and Resolution 20 (a special
resolution). As usual, the prescribed period is the period from the passing of
the resolutions until the next annual general meeting.
Guidelines issued by the Association of British Insurers, whose member
insurance companies are some of the largest institutional investors in UK
listed companies, require the Section 80 amount to be limited to the lesser of
(a) the authorized but unissued ordinary share capital and (b) one-third of the
issued ordinary share capital. By reference to Carnival plc's issued ordinary
share capital on January 31, 2006, the maximum Section 80 amount is$21,977,399
which is the nominal value of the authorized but unissued ordinary share
capital of Carnival plc and is equivalent to approximately 6.23% of Carnival
plc's issued share capital.
Guidelines issued by the Pre-emption Group, a group comprising representatives
of UK listed companies, investment institutions and corporate finance
practitioners and formed under the support of the LSE to monitor the operation
of the Guidelines, recommend that a resolution to disapply Section 89 of the
Companies Act should be limited to an amount of equity securities not exceeding
5% of the nominal value of the company's issued ordinary share capital. By
reference to Carnival plc's issued ordinary share capital on January 31, 2006,
the maximum Section 89 amount is$17,651,130.
The directors have no commitment or plans to allot additional shares of
Carnival plc.
Carnival plc's authorized share capital is $375 million and (pound)100,002
divided into 225,903,614 ordinary shares of $1.66 each, two subscriber shares
of (pound)1 each, 99,998 preference shares of (pound)1 each, a special voting
share of (pound)1 and an equalization share of (pound)1. As of January 31,
2006, there were 212,664,217 ordinary shares allotted and issued. The proposals
you are voting on do not increase the authorized share capital of Carnival plc.
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF LIMITS
ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF
PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
PROPOSAL 8 (RESOLUTION 21)
GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES
In October 2004, Carnival Corporation and Carnival plc announced that their
boards of directors had authorized the repurchase of up to an aggregate of $1
billion of Carnival Corporation and Carnival plc shares. 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.
Accordingly, last year Carnival Corporation and Carnival plc sought and
obtained shareholder approval to effect market purchases (within the meaning of
Section 163(3) of the Companies Act) of up to 10,610,900 ordinary shares of
Carnival plc (being approximately 5% of Carnival plc's ordinary shares in
issue). That approval expires at the conclusion of Carnival plc's 2006 annual
general meeting. As a result, shareholder approval to effect market purchases
of up to 10,633,211 ordinary shares of Carnival plc (being approximately 5% of
Carnival plc's ordinary shares in issue) is being sought. Under the terms of
the Equalization and Governance Agreement entered into between Carnival
Corporation and Carnival plc on formation of the DLC structure, Carnival plc is
restricted from repurchasing more than 5% of its shares in any 12 month period
from April 17, 2005 until April 17, 2008.
As of January 31, 2006, Carnival Corporation has purchased 8,002,049 shares of
Carnival Corporation for $385.7 million, but neither Carnival Corporation nor
Carnival plc has purchased any Carnival plc shares. The boards of directors
confirm that the authority to purchase Carnival plc's shares will only be
exercised after careful consideration of prevailing market conditions and the
position of Carnival plc. In particular the program will only proceed if we
believe that it is in the best interests of Carnival Corporation, Carnival plc
and their shareholders generally. 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 8
(Resolution 21), we would have the option of holding the shares in treasury, or
canceling them. Shares held in treasury can be re-sold for cash, used for
employee share schemes or later cancelled. The boards of directors think it
prudent to maintain discretion as to dealing with the purchased shares.
26
The boards of directors considers that any buy back of Carnival plc may include
the purchase of its American Depositary Receipts 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 minimum price (exclusive of expenses) which may be paid for each Carnival
plc ordinary share is $1.66, and the maximum price which may be paid is an
amount (exclusive of expenses) equal to the higher of: (i) 105% of the average
middle market quotations for an ordinary share, as derived from the LSE Daily
Official List, for the five business days immediately preceding the day on
which such ordinary share is contracted to be purchased; and (ii) that
stipulated by Article 5 of Commission Regulation (EC) of 22 December 2003 (No.
2273/2003).
As of January 31, 2006, there are options outstanding to subscribe for
3,173,637 ordinary shares, which represent approximately 1.5% of Carnival plc's
issued share capital. If 10,633,211 ordinary shares of Carnival plc were
purchased, these options would represent approximately 1.6% of Carnival plc's
issued share capital.
The authority to purchase Carnival plc ordinary shares will expire at the
conclusion of the Carnival plc annual general meeting in 2007 or on October 19,
2007, whichever is earlier (except in relation to any purchases of shares the
contract for which was entered before the expiry of such authority).
THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE GENERAL AUTHORITY
TO BUY BACK CARNIVAL PLC ORDINARY SHARES.
27
BOARD STRUCTURE AND COMMITTEE MEETINGS
INDEPENDENCE OF BOARD MEMBERS
The boards of directors have determined that each of the following directors is
an "independent director" in accordance with the corporate governance rules of
the NYSE as a result of having no material relationship with Carnival
Corporation & plc other than (1) serving as a director and board committee
member, (2) receiving related fees as disclosed in this proxy statement and (3)
having beneficial ownership of Carnival Corporation and/or Carnival plc
securities as disclosed in the section of this proxy statement entitled "STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT": Ambassador Richard G.
Capen, Jr., Arnold W. Donald, Richard J. Glasier, Baroness Hogg, Modesto A.
Maidique, Sir John Parker, Stuart Subotnick and Uzi Zucker.
BOARD MEETINGS
During the year ended November 30, 2005, the board of directors of each of
Carnival Corporation and Carnival plc held a total of eight meetings and each
Carnival Corporation director and each Carnival plc director attended either
telephonically or in person at least 75% of all Carnival Corporation board of
directors and applicable committee meetings.
Our corporate governance guidelines provide that our non-management directors
will meet privately in executive session at least quarterly. Since A. Kirk
Lanterman continues to serve as our consultant, he does not participate in the
executive sessions. All of our other non-management directors (each of whom
satisfy the independence requirements of the NYSE), acting in executive
session, elected Stuart Subotnick as the Presiding Director to preside at these
meetings. Mr. Subotnick also acts as the senior independent director under the
UK Combined Code.
All board members are expected to attend our annual meetings of shareholders.
At the 2005 annual meetings, all of the current board members of each company
were in attendance.
BOARD COMMITTEES
The board of directors of each of Carnival Corporation and Carnival plc has
established standing Audit, Nominating & Governance, Compensation and Executive
Committees, which are comprised of the same directors for each company. A
majority of the directors of each company and all of the members of the Audit
Committee, Nominating & Governance Committee and Compensation Committee of each
company are independent (as defined by the listing standards of the NYSE and
the UK Combined Code).
The membership and function of each committee is described below and a copy of
the charter of each of the Audit, Nominating & Governance and Compensation
Committees is available on our website at www.carnivalcorp.com or
www.carnivalplc.com and is available in print to any shareholder who requests
it. Each committee will periodically review its charter in light of new
developments in applicable regulations and may make additional recommendations
to the boards to reflect evolving best practices.
Additional information with respect to Carnival plc's corporate governance
practices during the 2005 financial year is included in the Carnival plc
Corporate Governance Report attached to this proxy statement as Annex C.
------------------------------------------------------------------------------------------------------------------
NUMBER OF MEETINGS/
CONSENT ACTIONS IN
NAME OF COMMITTEE AND MEMBERS FUNCTIONS OF THE COMMITTEE FISCAL 2005
------------------------------------------------------------------------------------------------------------------
AUDIT: o Inspects the work and written reports
Stuart Subotnick, Chair of our internal audit department 12
Richard G. Capen, Jr. o Reviews submissions from independent
Arnold W. Donald auditors
Richard J. Glasier o Selects independent auditors and
Sir John Parker approves fees for audit and non-audit
services
o Assists board oversight of:
28
------------------------------------------------------------------------------------------------------------------
NUMBER OF MEETINGS/
CONSENT ACTIONS IN
NAME OF COMMITTEE AND MEMBERS FUNCTIONS OF THE COMMITTEE FISCAL 2005
------------------------------------------------------------------------------------------------------------------
-- the integrity of our financial
statements;
-- our compliance with legal and
regulatory requirements;
-- the independent auditors'
qualifications and independence;
and
-- the performance of the internal audit
function and the independent auditors
o Prepares the report of the Audit
Committee to be included in our proxy
statement
NOMINATING & o Develops and recommends to the boards 5
GOVERNANCE: Corporate Governance Guidelines
Uzi Zucker, Chair reflecting the requirements applicable to
Baroness Hogg companies listed for trading on the NYSE
Stuart Subotnick and the LSE
o Identifies individuals qualified to
become board members
o Recommends to the boards the director
nominees for the next annual meetings
OF shareholders
o Recommends to the boards director
nominees for each committee
o Assists the boards with such other
matters as may be set forth in its
charter from time to time
COMPENSATION: o Discharges the board's
Modesto A. Maidique, Chair responsibilities relating to the 8
Richard J. Glasier compensation of independent directors
Sir John Parker and executive officers
o Administers stock incentive plans
o Approves grants of stock and option
awards
o Prepares the annual report on
executive compensation to be included
in our proxy statement
o Makes recommendations to the board
with respect to incentive compensation
and equity-based plans
EXECUTIVE: o Exercises the authority of the full
Micky Arison, Chair board of directors in between board 4
Howard S. Frank meetings
Uzi Zucker
29
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines address various governance issues and
principles, including director qualifications and responsibilities, access to
management personnel, director compensation, director orientation and
continuing education and annual performance evaluations of the boards and
directors. Our Corporate Governance Guidelines are posted on our website at
www.carnivalcorp.com or www.carnivalplc.com.
NOMINATIONS OF DIRECTORS
Carnival Corporation and Carnival plc are two separate legal entities and,
therefore, each has a separate board of directors, each of which in turn has
its own Nominating & Governance Committee. As the DLC structure requires that
there be identical boards of directors, the Committees make one set of
determinations in relation to both companies.
The Nominating & Governance Committees actively seek individuals qualified to
become board members and recommend to the boards the nominees to stand for
election as directors at the annual meetings of shareholders or, if applicable,
at a special meeting of shareholders.
When evaluating prospective candidates for director, regardless of the source
of the nomination, the Nominating & Governance Committees will consider, in
accordance with their charter, such factors, as they deem appropriate,
including:
o the candidate's judgment;
o the candidate's skill;
o diversity considerations;
o the candidate's experience with businesses and other organizations of
comparable size;
o the interplay of the candidate's experience with the experience of other
board members; and
o the extent to which the candidate would be a desirable addition to the
boards and any committees of the boards.
The Nominating & Governance Committees will also use their best efforts to seek
to ensure that the composition of the boards at all times adheres to the
independence requirements applicable to companies listed for trading on the
NYSE and the LSE. The Nominating & Governance Committees may consider
candidates proposed by management, but is not required to do so. Other than the
foregoing, there are no stated minimum criteria for director nominees.
The Nominating & Governance Committees identify nominees by first evaluating
the current members of the boards willing to continue in service. Current
members of the boards with skills and experience that are relevant to our
business and who are willing to continue in service are considered for
re-nomination, balancing the value of continuity of service by existing members
of the boards with that of obtaining a new perspective. If any member of the
boards does not wish to continue in service or if the Nominating & Governance
Committees or the boards decide not to re-nominate a member for re-election,
the Nominating & Governance Committees identify the desired skills and
experience of a new nominee in light of the criteria above. Current members of
the Nominating & Governance Committees and the boards are polled for
suggestions as to individuals meeting the criteria of the Nominating &
Governance Committees. The Nominating and Governance Committees may engage a
third party search firm to identify or evaluate or assist in identifying
potential nominees.
PROCEDURES REGARDING DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS
The Nominating & Governance Committees will also consider shareholder
recommendations of qualified nominees when such recommendations are submitted
in accordance with the procedures below. In order to have a nominee considered
by the Nominating & Governance Committees for election at the 2007 annual
meetings, a shareholder must submit its recommendation in writing to the
attention of our Secretary at our headquarters not later than November 10,
2006. Any such recommendation must include:
30
o the name and address of the candidate;
o a brief biographical description, including his or her occupation for at
least the last five years, and a statement of the qualifications of the
candidate, taking into account the qualification requirements set forth
above; and
o the candidate's signed consent to serve as a director if elected and to
be named in the proxy statement.
Once we receive the recommendation, we will deliver to the candidate a
questionnaire that requests additional information about the candidate's
independence, qualifications and other matters that would assist the Nominating
& Governance Committees in evaluating the candidate, as well as certain
information that must be disclosed about the candidate in our proxy statement
or other regulatory filings, if nominated. Candidates must complete and return
the questionnaire within the time frame provided to be considered for
nomination by the Committees.
COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARDS
Shareholders who wish to communicate with the boards should address their
communications to the attention of the Secretary of Carnival Corporation and
Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178-2428. The Secretary
will maintain a log of all such communications, promptly forward to the
Presiding Director those which the Secretary believes require immediate
attention, and also periodically provide the Presiding Director with a summary
of all such communications and any responsive actions taken. The Presiding
Director will notify the boards or the chairs of the relevant board committees
as to those matters that he believes are appropriate for further action or
discussion.
COMMUNICATIONS BETWEEN INTERESTED PARTIES AND THE PRESIDING DIRECTOR
Interested parties who wish to communicate with the Presiding Director should
address their communications to the attention of Stuart Subotnick at 3655 N.W.
87th Avenue, Miami, Florida 33178-2428. The Presiding Director will notify the
boards or the chairs of the relevant board committees as to those matters that
he believes are appropriate for further action or discussion.
CODE OF BUSINESS CONDUCT AND ETHICS
Carnival Corporation and Carnival plc's Code of Business Conduct and Ethics
applies to all employees and members of the boards of Carnival Corporation and
Carnival plc. Our Code of Business Conduct and Ethics is posted on our website
at www.carnivalcorp.com or www.carnivalplc.com and is available in print to any
shareholder who requests it. The Code of Business Conduct and Ethics may be
amended periodically to remain in line with best practices.
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our non-employee directors are entitled to receive an annual retainer of
$40,000 per year, an attendance fee per board meeting of $5,000 ($2,000 if
meeting attended by telephone), equity compensation in the form of options to
acquire shares of Carnival Corporation common stock, restricted stock or
restricted stock units, as further described below, and reimbursement for
travel, meals and accommodation expenses attendant to their board membership.
In certain circumstances, we request that the directors' spouses attend a
special event and we reimburse the directors for travel expenses incurred. In
addition, non-employee directors receive additional compensation for serving as
chairman or a member of a board committee, as follows:
RETAINER ATTENDANCE FEE
-------------------- ---------------------
IN BY
CHAIR MEMBER PERSON TELEPHONE
--------- -------- -------- ---------
Audit Committees............................ $ 15,000 $ 7,500 $ 3,000 $ 1,500
All other Committees........................ $ 7,500 $ 3,750 $ 2,500 $ 1,250
31
For purposes of calculating fees, a board or committee meeting of Carnival
Corporation and a concurrent or related board or committee meeting of Carnival
plc constitute a single meeting. Directors who are employed by us or our
subsidiaries or acting as our consultants do not receive any additional
compensation for their board activities.
During fiscal 2005, with the exception of A. Kirk Lanterman who elected not to
participate, each non-executive director received an award representing 10,000
"points" under the Amended and Restated Carnival Corporation 2001 Outside
Director Stock Plan. Each option to purchase one share of Carnival Corporation
common stock represents one point and each share of Carnival Corporation
restricted stock represents four points. At the discretion of the Compensation
Committee, an award may be composed of options, restricted stock, restricted
stock units or a combination thereof. During fiscal 2005, the following awards
were made to non-executive directors:
--------------------------------------------------------------------
NUMBER OF NUMBER OF
NON-EXECUTIVE DIRECTOR OPTIONS RESTRICTED SHARES
--------------------------------------------------------------------
Richard G. Capen, Jr. 10,000 --
--------------------------------------------------------------------
Arnold W. Donald 5,000 1,250
--------------------------------------------------------------------
Richard J. Glasier 10,000 --
--------------------------------------------------------------------
Baroness Hogg -- 2,500
--------------------------------------------------------------------
Modesto A. Maidique 10,000 --
--------------------------------------------------------------------
Sir John Parker -- 2,500
--------------------------------------------------------------------
Stuart Subotnick -- 2,500
--------------------------------------------------------------------
Uzi Zucker 10,000 --
--------------------------------------------------------------------
The exercise price for the options is $46.61, being the average of the high and
low market prices of Carnival Corporation common stock on the date of grant.
The options and restricted stock vest ratably over a five year period. The
options and restricted stock shall also vest in full upon the death or
disability of the director, and shall continue to vest in accordance with the
original five-year vesting schedule and are not forfeited if a director ceases
to be a director for any other reason after serving as a director for at least
one year. The options expire on the 10th anniversary of the grant date.
Until October 2005, Baroness Hogg and Sir John Parker also received an
additional $5,000 for each board meeting held outside the UK attended in person
as part compensation for not previously accepting stock options. Following the
grant of awards under the Amended and Restated Carnival Corporation 2001
Outside Director Stock Plan in October 2005 when Baroness Hogg and Sir John
Parker received their first awards under that plan, this additional
compensation was discontinued.
The following policies also apply to our non-executive directors:
o STOCK OWNERSHIP GUIDELINES. All non-executive directors should own at
least 5,000 shares of either Carnival Corporation common stock or
Carnival plc ordinary shares. The board has mandated that this guideline
be achieved by October 2007.
o PRODUCT FAMILIARIZATION. All non-executive directors are encouraged to
take a cruise for up to 14 days per year for product familiarization and
pay a fare of $35 per day for such cruises. Guests traveling with the
non-executive director in the same stateroom will each be charged a fare
of $35 per day. All other charges associated with the cruise (e.g., air
fares, government fees and taxes, gratuities, ground transfers, tours,
etc.) are the responsibility of the non-executive director.
CARNIVAL PLC
Additional information with respect to Carnival plc's compensation and
reimbursement practices during fiscal 2005 for non-employee directors is
included in the Carnival plc Directors' Remuneration Report, which is attached
as Annex B to this proxy statement.
32
EXECUTIVE COMPENSATION
Although Carnival Corporation and Carnival plc are two separate entities with
separate officers, our business is run by a single management team. The
following table sets forth all compensation awarded to, earned by, or paid to
our Chief Executive Officer and our four other most highly compensated executive
officers (each of whom are also members of our boards of directors) for the
years ended November 30, 2005, 2004 and 2003
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS PAYOUTS
--------------------------------------- --------------------------- ------------------------
NUMBER OF
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR SALARY($) BONUS($)* ($)(1) ($)(2)(3)(4) (#)(3)(4) ($) ($)
------------------------------------------------------------------------------------------------------------------------------------
Micky Arison 2005 800,000 * 398,900 3,218,400 120,000 -- --
Chairman and 2004 700,000 2,400,000(5) 389,500 3,475,200 120,000 -- --
CEO 2003 500,000 1,675,000 101,200 2,654,000 120,000 -- --
Howard S. Frank 2005 700,000 * 198,300 2,682,000 100,000 -- --
Vice Chairman 2004 600,000 2,300,000 193,400 2,896,000 100,000 -- --
and COO 2003 400,000 1,645,000 198,100 4,913,650 100,000 -- --
Robert H. Dickinson 2005 741,000 * 160,100 2,070,400 80,000 -- --
President and CEO 2004 400,000 1,393,200(6) 137,600 1,849,200 80,000 -- --
of Carnival Cruise 2003 400,000 1,256,200(6) 98,900 5,688,400 80,000 -- --
Lines
Peter G. Ratcliffe 2004 1,100,000 * 56,900 * 50,000 -- 67,000(12)
CEO of P&O 2004 1,100,000 814,000(8) 60,500 1,393,200(9) 50,000 -- 66,700(12)
Princess Cruises 2003 996,833(7) 419,800(8) 57,800 864,900(9) 51,188(10) 3,130,000(11) 61,300(12)
International
Pier Luigi Foschi 2005 1,097,000(13) * 237,100 * 50,000(15) -- --
Chairman and 2004 981,000(13) 1,033,000(14) 150,000 -- (15) -- --
CEO of Costa 2003 885,000(13) 490,000(14) 75,000 (15) (15) -- --
---------
* Neither the 2005 annual bonuses for the named executive officers nor the
share awards anticipated to be made to Messrs. Ratcliffe and Foschi have
been finally determined at the time this preliminary proxy statement was
filed.
(1) This column includes our aggregate incremental cost of providing
perquisites and personal benefits to the named executive officers. The
amounts of personal benefits shown in this column for fiscal 2005 that
represent more than 25% of the applicable executive's total Other Annual
Compensation include: personal use of sporting event tickets of $135,100
to Mr. Arison; personal use of the Carnival Corporation aircraft of
$215,536 to Mr. Arison and $101,889 to Mr. Frank; personal air travel of
$90,119 to Mr. Dickinson; private club membership of $18,614 and
automobile lease of $16,337 to Mr. Ratcliffe; and living accommodations
of $99,382 and driver and security services of $76,562 to Mr. Foschi.
(2) Represents the value, based on the closing market price of Carnival
Corporation common stock on the NYSE on the date of grant. As of November
30, 2005, Messrs. Arison, Frank and Dickinson held 300,000 shares,
310,000 shares and 296,000 shares of restricted Carnival Corporation
common stock, respectively. As of November 30, 2005, Mr. Ratcliffe held
10,000 shares of restricted Carnival Corporation common stock and 10,000
restricted stock units ("RSUs"). The restricted shares owned by Messrs.
Frank and Dickinson include a special one-time grant in April 2003 of
100,000 restricted shares of Carnival Corporation common stock to Mr.
Frank in recognition of Mr. Frank's additional role and responsibilities
during the period leading up to competition clearance of the P&O Princess
acquisition and the completion of the DLC transaction and 160,000
restricted shares of Carnival Corporation common stock to Mr. Dickinson
in recognition of his continuing services as the President and Chief
Executive Officer of Carnival Cruise Lines. As of November 30, 2005, Mr.
Foschi did not own any shares of restricted Carnival Corporation common
stock or RSUs. At November 30, 2005, based on the closing price of
Carnival Corporation common stock on such date of $54.49 per share, such
restricted shares of common stock and RSUs owned by Messrs. Arison,
Frank, Dickinson and Ratcliffe had a value of $16,347,000, $16,891,900,
$16,129,040, and $1,089,800, respectively. Generally, the restricted
shares will continue to vest following retirement after a certain age.
Except for the restricted shares owned by Mr. Ratcliffe, the restricted
shares of Carnival Corporation common stock held by such executive
officers have the same rights with respect to dividends and other
distributions as all other outstanding shares of Carnival Corporation
common stock.
(3) Except as otherwise indicated, represents shares or options in respect of
Carnival Corporation common stock. No stock appreciation rights were
granted to any of the named executive officers.
(4) In certain instances, shares and options are granted to executive
officers during the subsequent fiscal year in recognition of services
rendered during the prior fiscal year.
(5) The entire amount of Mr. Arison's 2004 bonus was donated to the American
Red Cross International Response Fund, the U.S. Fund for UNICEF and Save
the Children Asia Earthquake/Tsunami Relief Fund to aid in the tsunami
relief efforts in Asia and Africa.
33
(6) Represents amounts payable to Mr. Dickinson pursuant to the Carnival
Cruise Lines Management Incentive Plan (or its predecessors, as
applicable) pursuant to which key management employees of Carnival Cruise
Lines participate in a bonus pool primarily based on Carnival Cruise
Lines' return on invested capital.
(7) Represents Mr. Ratcliffe's compensation for the fiscal year ended
November 30, 2003 (including for the period through April 16, 2003, as
Chief Executive Officer of P&O Princess Cruises plc).
(8) Represents cash amounts payable to Mr. Ratcliffe under his employment
agreement pursuant to which he receives a bonus contingent upon the net
income of certain specified cruise and tour brands, consisting of Cunard
Line, Ocean Village, P&O Cruises, P&O Cruises (Australia), P&O Travel,
Princess Cruises, Princess Tours and Swan Hellenic units. The cash amount
represents 50% of Mr. Ratcliffe's bonus, the other 50% of which is
payable in shares of Carnival plc pursuant to the Deferred Bonus Plan
described in note (9) below.
(9) Represents (a) the value of 10,000 shares of restricted Carnival
Corporation common stock or RSUs, based on the closing market price of
Carnival Corporation common stock on the NYSE on the date of grant, and
(b) the value of awards over shares in Carnival plc in respect of 50% of
Mr. Ratcliffe's annual bonus described in note (8) above. We anticipate
that the share awards in respect of Mr. Ratcliffe's 2005 bonus will be
granted to him in February 2006. Pursuant to the terms of Carnival plc
Deferred Bonus and Co-Investment Matching Plan (the "Deferred Bonus
Plan"), 50% of Mr. Ratcliffe's bonus is payable in the form of a
conditional right to receive Carnival plc shares after a three-year
retention period. As of November 30, 2005, Mr. Ratcliffe held 36,979
share awards under the Deferred Bonus Plan, which were granted in respect
of his 2002, 2003 and 2004 bonuses. At November 30, 2005, based on the
closing price of Carnival plc ordinary shares on such date of
(pound)32.41, such 36,979 restricted shares had a value of
(pound)1,198,489 (or $2,073,386 based on the November 30, 2005 exchange
rate of $1.73:(pound)1), which shares have the right to dividends during
THe retention period.
(10) Represents options to purchase ordinary shares of Carnival plc granted to
Mr. Ratcliffe on April 15, 2003.
(11) Represents the value of 128,473 Carnival plc ordinary shares at the April
15, 2003 share price of $24.37 (based on an exchange rate of
$1.5748:(pound)1) acquired by Mr. Ratcliffe on April 15, 2003 through THe
acceleration resulting from the DLC transaction of LTIP options, LTIP
awards, share awards and matching awards, granted to him by P&O Princess
Cruises plc in his capacity as Chief Executive Officer of P&O Princess
Cruises plc.
(12) Represents employer contributions made on behalf of Mr. Ratcliffe under
the Princess Cruises Retirement Savings Plan in the amount of $12,000,
$12,300 and $12,600 in fiscal 2003, 2004 and 2005, respectively, and
employee contributions made by Carnival plc on behalf of Mr. Ratcliffe
under the P&O Princess Cruises Pension Scheme in the amount of $49,300,
$54,400 and $54,400 in fiscal 2003, 2004 and 2005, respectively.
(13) Mr. Foschi's compensation was payable in euro. His base salary has been
translated into U.S. dollars at the average exchange rate of the dollar
for the 2003 fiscal year of $1.114=(euro)1, 2004 fiscal year of
$1.235=(eurO)1 and 2005 fiscal year of $1.258=(euro)1. His 2005 bonus
will be translated into U.S. dollars at the exchange rate OF
$1.22=(euro)1.
(14) Represents amounts payable to Mr. Foschi under an agreement pursuant to
which he receives a base bonus (which was (euro)669,000 in 2005 and was
(euro)440,000 in 2004 and 2003) plus additional amounts based On the
percentage increase in consolidated net income of Costa.
(15) In October 2003, the Compensation Committees approved a grant to Mr.
Foschi of 50,000 options to purchase Carnival Corporation common stock
pursuant to the terms of the Carnival Corporation 2002 Stock Plan.
Following the legal transfer of Costa from Carnival Corporation to
Carnival plc in December 2003, the Costa employees participating in the
Carnival Corporation 2002 Stock Plan and Carnival Corporation would have
faced significant negative tax consequences under Italian law if the
employees retained their options. Accordingly, in February 2004, the
Compensation Committees accelerated the vesting of all Carnival
Corporation options granted to Costa employees and approved a general
exceptional grant of share options under Carnival plc's Executive Share
Option Plan to replace the Carnival Corporation options. Mr. Foschi
received options over 200,000 Carnival plc ordinary shares as part of
this general exceptional grant, being the number of Carnival Corporation
stock options he had outstanding at the time of the transfer of Costa.
In October 2004, Mr. Foschi received an option over 58,264 Carnival plc
ordinary shares which replaced the value of a grant of 10,000 restricted
shares of Carnival Corporation originally granted on January 30, 2004.
The restricted shares were rescinded because of significant negative tax
consequences under Italian law if Mr. Foschi retained shares. Mr. Foschi
was also granted an option over 28,800 Carnival plc ordinary shares as
part of a wider grant of options to Costa employees. Due to limitations
under Carnival plc's Executive Share Option Plan, we were unable to grant
Mr. Foschi the 50,000 annual grant of options that were historically
granted to him. Accordingly, when our shareholders approved the adoption
of the Carnival plc 2005 Employee Share Plan in April 2005, the
Compensation Committee granted Mr. Foschi an additional option over
21,200 Carnival plc ordinary shares.
In October 2005, the Compensation Committee granted Mr. Foschi an option
over 40,000 Carnival plc ordinary shares to Mr. Foschi in lieu of the
10,000 shares of restricted stock he historically would have received in
2004.
Additional information with respect to Carnival plc's compensation and
reimbursement practices during fiscal 2005 for non-employee (or non-executive)
directors is included in the Carnival plc Directors' Remuneration Report, which
is attached as Annex B to this proxy statement.
34
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all stock options granted to our Chief Executive
Officer and our four other most highly compensated executive officers during
fiscal 2005.
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME (#)(1)(2) FISCAL YEAR(3) ($/SH)(4) DATE VALUE ($)(5)
------------------------------------------------------------------------------------------------------------------
Micky Arison 120,000 2.70% 46.610 10/18/2012 1,326,000
Howard S. Frank 100,000 2.25% 46.610 10/18/2012 1,105,000
Robert H. Dickinson 80,000 1.80% 52.185 08/01/2015 1,052,000
Peter G. Ratcliffe 50,000 1.12% 50.225 04/14/2015 676,500
Pier Luigi Foschi 21,200 0.48% 55.434 04/14/2015 305,492
40,000 0.90% 50.453 10/18/2015 516,400
---------
(1) Represents options granted in respect of Carnival Corporation common
stock, except for options granted to Mr. Foschi which are in respect of
Carnival plc ordinary shares. No stock appreciation rights were granted
to the executive officers in fiscal 2005.
(2) Subject to accelerated vesting upon the death or disability of the option
holder, each option is exercisable in amounts equal to twenty percent of
the aggregate number of shares underlying the option, on the first
through fifth anniversaries of the grant date, except for the options
granted to Mr. Foschi on April 14, 2005, all of which vest on the third
anniversary of the grant date. Generally, the options will continue to
vest and are not forfeited following retirement after a certain age.
(3) Represents the percent of the aggregate of Carnival Corporation and
Carnival plc options granted. (4) Except in the case of options granted
to Mr. Foschi, represents fair market value of Carnival Corporation
common stock at date of grant. In the case of options granted to Mr.
Foschi, represents the middle market quotation of Carnival plc ordinary
shares on the date of grant. The exercise price for the Carnival plc
options granted on April 14, 2005 is (pound)29.33 and October 18, 2005 is
(pound)28.83. These amounts have been converted to U.S. dollars based on
the grant date exchange rates of $1.89:(pound)1 and $1.75:(pound)1,
respectively.
(5) The Black-Scholes option pricing model was chosen to estimate the Grant
Date Present Value set forth in this table of (a) the Carnival
Corporation options at $13.53 per share at April 14, 2005, $13.15 per
share at August 1, 2005 and $11.05 per share at October 18, 2005 and (b)
the Carnival plc options at $14.41 per share at April 14, 2005 and $12.91
per share at October 18, 2005. Our use of this model should not be
construed as an endorsement of its accuracy at valuing options. All stock
option models require a prediction about the future movement of the stock
price. Several factors impact the expected option life, including the
vesting schedule of the options. All of the options described above lapse
on the tenth anniversary of the grant date with the exception of the
Carnival Corporation options granted on October 18, 2005 which lapse on
the seventh anniversary of the grant date. In addition, all of the
options described above vest ratably over five years with the exception
of the Carnival plc options granted on April 14, 2005 which cliff vest on
the third anniversary of the grant date. Accordingly, the Grant Date
Present Values presented in the table were determined in part using the
following assumptions:
CARNIVAL CORPORATION CARNIVAL PLC
--------------------------------------------------- ---------------------------------
APRIL 14, 2005 AUGUST 1, 2005 OCTOBER 18, 2005 APRIL 14, 2005 OCTOBER 18, 2005
-------------- -------------- ---------------- -------------- ----------------
Expected volatility............... 27.00% 27.00% 27.00% 27.00% 27.00%
Risk free interest rate........... 4.08% 4.17% 4.30% 4.61% 4.36%
Expected dividend yield........... 1.92% 2.47% 2.42% 1.82% 2.48%
Expected option life.............. 5.75 years 5.75 years 4.75 years 4.75 years 5.75 years
The real value of the options in this table depends upon the actual
performance of Carnival Corporation common stock and Carnival plc
ordinary shares, as applicable, during the applicable period and upon
when they are exercised. The approach used in developing the assumptions
upon which the Black-Scholes valuation was done is consistent with the
requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation."
35
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES(1)
The following table provides information on the values of the exercised and
unexercised options held by our Chief Executive Officer and our four other most
highly compensated executive officers at November 30, 2005.
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END(#) FISCAL YEAR END ($)
-----------------------------------------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE(#)(1) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------
Micky Arison -- -- 768,000 432,000 16,042,710(2) 6,828,240(2)
Howard S. Frank -- -- 640,000 360,000 13,368,925(2) 5,690,200(2)
Robert H. Dickinson 96,000 3,250,840 320,000 240,000 5,647,880(2) 2,963,400(2)
Peter G. Ratcliffe -- -- 10,000 90,000 110,050(2) 659,700(2)
-- -- 0 51,188(3) 0 1,622,670(4)
Pier Luigi Foschi -- -- 50,000(3) 298,264(3) 599,500(4) 2,747,649(4)
-------------
(1) Except as otherwise indicated, represents options granted in respect of
Carnival Corporation common stock. No stock appreciation rights are held
by any of the named executive officers.
(2) The value of the unexercised options is based upon the difference between
the exercise price and the average of the high and low market prices of
Carnival Corporation common stock on November 30, 2005 of $54.615.
(3) Represents stock options granted in respect of Carnival plc ordinary
shares.
(4) The value of the unexercised options is based upon the difference between
the exercise price and the mid-market price of Carnival plc ordinary
shares on November 30, 2005 of (pound)32.41 (or $56.07 based on an
exchange rate of $1.73:(pound)1).
Additional information with respect to option values for the directors of
Carnival plc for the financial year ended November 30, 2005 is included in the
Carnival plc Directors' Remuneration Report, which is attached as Annex B to
this proxy statement.
COMPENSATION AGREEMENTS
EXECUTIVE LONG-TERM COMPENSATION AGREEMENTS
Carnival Corporation has entered into Executive Long-Term Compensation
Agreements (the "Compensation Agreements") with Micky Arison, its Chairman of
the Board and Chief Executive Officer, Howard S. Frank, its Vice Chairman of
the Board and Chief Operating Officer, and Robert H. Dickinson, President and
Chief Executive Officer of Carnival Cruise Lines (each an "Officer"). The
Compensation Agreements provide that during the term of such Officer's
employment, Carnival Corporation will provide long-term compensation (in
addition to his annual compensation consisting of a base salary and annual
bonus, which in the case of Mr. Dickinson is awarded under the Carnival Cruise
Lines Management Incentive Plan) in the form of annual grants to each Officer,
contingent upon satisfactory performance, as follows: Mr. Arison, 60,000
restricted shares of common stock and 120,000 options to purchase common stock;
Mr. Frank, 50,000 restricted shares of common stock and 100,000 options to
purchase common stock; and Mr. Dickinson, 40,000 restricted shares of common
stock and 80,000 options to purchase common stock.
The options vest in five equal annual installments beginning one year from the
date of grant and the restricted shares of common stock vest five years from
the date of grant. Unvested options and restricted shares of common stock are
forfeited if an Officer's employment is terminated for cause, if he engages in
competition with Carnival Corporation or if he violates the nondisclosure
provisions of the Compensation Agreement, or by the Officer prior to attaining
a specified age other than as a result of a terminal medical condition.
EMPLOYMENT AGREEMENT
Peter G. Ratcliffe has entered into an employment agreement under which he acts
as Chief Executive Officer of P&O Princess Cruises International responsible
for the Cunard Line, Ocean Village, P&O Cruises, P&O Cruises (Australia), P&O
Travel, Princess Cruises, Princess Tours and Swan Hellenic units (the "Covered
36
Operations"). Mr. Ratcliffe's base salary is $1.1 million with an annual bonus
based on a specified percentage of the adjusted net income from the Covered
Operations. Fifty percent of the annual bonus is payable in cash with the
remaining fifty percent payable in the form of a right to receive shares in
Carnival plc ("share awards") after a retention period of three years pursuant
to the terms of the Deferred Bonus Plan. The employment agreement provides that
Carnival Corporation will provide an annual grant of options to purchase 50,000
shares of Carnival Corporation common stock, contingent upon satisfactory
performance. The options vest in five equal annual installments beginning one
year from the date of grant. Unvested options are forfeited if Mr. Ratcliffe's
employment is terminated for cause or because he is in material violation of
the non-competition, non-disclosure or intellectual property provisions of his
employment agreement, or by Mr. Ratcliffe prior to the age of 60 other than as
a result of a terminal medical condition or for good reason as defined in his
employment agreement.
Mr. Ratcliffe is also entitled to certain fringe benefits available to other
senior executives as well as participation in the P&O Princess Cruises Pension
Scheme.
If Mr. Ratcliffe's employment agreement is terminated by Carnival plc without
"cause" or is terminated by Mr. Ratcliffe with "good reason" (as such terms are
defined in the employment agreement), Mr. Ratcliffe is entitled to compensation
of base salary, a bonus equal to the bonus paid the year prior to termination
and certain other benefits unless Mr. Ratcliffe becomes eligible for similar
benefits from another employer prior to expiration of 12 months from the date
of termination. If Mr. Ratcliffe's employment is terminated for cause, Mr.
Ratcliffe terminates the employment agreement without good reason or Mr.
Ratcliffe materially breaches the non-disclosure or intellectual property
provisions of the employment agreement, no additional compensation is due. In
the event of termination for reasons other than for cause Mr. Ratcliffe retains
his share awards and matching awards for the full retention period, subject to
certain exceptions.
SERVICE AGREEMENT
In February 2005, Costa entered into a service agreement with Mr. Foschi under
which he acts as its chairman and chief executive officer. The agreement
provides that during its term Mr. Foschi is entitled to an annual base salary
of (euro)757,000 per year (which may be subject to increases upon renewal of
the agreement), a base bonus (which was (euro)669,000 in 2005) plus additional
amounts based on the percentage increase in consolidated net income of Costa,
non-competition compensation of (euro)115,000 per year and certain fringe
benefits (including a company car and living accommodations). The employment
agreement also contains confidentiality provisions.
The agreement is automatically renewed for an additional year unless either
party provides the other with 60 days notice of an intention not to renew. If
the agreement is terminated by Costa for reasons other than Mr. Foschi's breach
of his obligations under the agreement or because Mr. Foschi is revoked as a
director of Costa for cause, or if Mr. Foschi resigns with cause under Italian
law or as a result of a change of control of Costa, Mr. Foschi is entitled to a
termination payment equal to his annual base salary, the annual non-competition
compensation and a bonus equal to the bonus paid the year prior to termination
(unless in the case of a change of control an alternative contractual
arrangement is entered into with the new controlling group).
Additional long-term compensation information for the directors of Carnival plc
for the financial year ended November 30, 2005 is included in the Carnival plc
Directors' Remuneration Report, which is attached as Annex B to this proxy
statement.
37
EQUITY COMPENSATION PLANS
CARNIVAL CORPORATION
Set forth below is a table that summarizes compensation plans (including
individual compensation arrangements) under which Carnival Corporation equity
securities are authorized for issuance as of November 30, 2005.
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE REMAINING AVAILABLE FOR FUTURE
BE ISSUED UPON EXERCISE EXERCISE PRICE OF ISSUANCE UNDER EQUITY COMPENSATION
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, PLANS (EXCLUDING ECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
-------------------------------- ---------------------------------------------------------------------------------------
(A) (B) (C)
Equity compensation plans
approved by security holders 16,872,865(1) $39.32 30,562,296(2)(3)
Equity compensation plans not
approved by security holders 0 0 0
-------------------------- --------------------- --------------------------------
Total 16,872,865 $39.32 30,562,296
-------------
(1) Includes outstanding options to purchase Carnival Corporation common
stock under the Carnival Cruise Lines, Inc. 1987 Stock Option Plan,
Carnival Corporation 1992 Stock Option Plan, Carnival Corporation 2002
Stock Plan, Carnival Corporation 1993 Outside Directors' Stock Option
Plan and Carnival Corporation 2001 Outside Director Stock Plan. Also
includes 50,998 restricted stock units outstanding under the Carnival
Corporation 2002 Stock Plan.
(2) Includes Carnival Corporation common stock available for issuance as of
November 30, 2005 as follows: 2,706,772 under the Carnival Corporation
Employee Stock Purchase Plan, 27,369,274 under the Carnival Corporation
2002 Stock Plan and 486,250 under the Carnival Corporation 2001 Outside
Director Stock Plan. This figure excludes securities reflected in column
(a).
(3) In addition to options, the Carnival Corporation 2002 Stock Plan and the
Carnival Corporation 2001 Outside Director Stock Plan provide for the
award of restricted stock without limitation on the number of shares than
can be awarded in either form.
CARNIVAL PLC
Set forth below is a table that summarizes compensation plans (including
individual compensation arrangements) under which Carnival plc equity
securities are authorized for issuance as of November 30, 2005.
NUMBER OF SECURITIES
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE REMAINING AVAILABLE FOR FUTURE
BE ISSUED UPON EXERCISE EXERCISE PRICE OF ISSUANCE UNDER EQUITY COMPENSATION
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, PLANS (EXCLUDING ECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
-------------------------------- ---------------------------------------------------------------------------------------
(A) (B) (C)
Equity compensation plans
approved by security holders 3,236,385(2) $38.28 13,482,407(3)
Equity compensation plans not
approved by security holders 0 0 0
-------------------------- --------------------- --------------------------------
Total 3,236,385 $38.28 13,482,407
-------------
(1) Converted from sterling, if applicable, using the November 30, 2005
exchange rate of $1.73:(pound)1.
(2) Includes outstanding options to purchase Carnival plc ordinary shares
under the Carnival plc Executive Share Option Plan and Carnival plc 2005
Employee Share Plan.
(3) In addition to options, the Carnival plc 2005 Employee Share Plan
provides for the award of restricted stock without limitation on the
number of shares that can be awarded in either form.
38
DEFINED BENEFIT AND OTHER PLANS
CARNIVAL CORPORATION
The following table sets forth the combined estimated pension benefits payable
at age 65 (the "Normal Retirement Date"), pursuant to Carnival Corporation's
Supplemental Executive Retirement Plan (the "SERP") and Nonqualified Retirement
Plan for Highly Compensated Employees (the "Carnival Corporation Retirement
Plan").
YEARS OF SERVICE
------------------------------------------------------------------------------
PAY 15 20 25 30 35
---------- ----------- ----------- ----------- ----------- -----------
$1,750,000 $ 501,507 $ 676,507 $ 851,507 $ 851,507 $ 851,507
$2,000,000 $ 576,507 $ 776,507 $ 976,507 $ 976,507 $ 976,507
$2,250,000 $ 651,507 $ 876,507 $ 1,101,507 $ 1,101,507 $ 1,101,507
$2,500,000 $ 726,507 $ 976,507 $ 1,226,507 $ 1,226,507 $ 1,226,507
$2,750,000 $ 801,507 $ 1,076,507 $ 1,351,507 $ 1,351,507 $ 1,351,507
$3,000,000 $ 876,507 $ 1,176,507 $ 1,476,507 $ 1,476,507 $ 1,476,507
$3,250,000 $ 951,507 $ 1,276,507 $ 1,601,507 $ 1,601,507 $ 1,601,507
$3,500,000 $ 1,026,507 $ 1,376,507 $ 1,726,507 $ 1,726,507 $ 1,726,507
Carnival Corporation established the SERP to provide benefits to a select group
of management or highly compensated employees. Currently, only Robert H.
Dickinson and Howard S. Frank are eligible to participate. The SERP provides a
benefit equal to 50% of cash compensation (as defined in the SERP) reduced
proportionately for each year of service less than 25. Mr. Dickinson and Mr.
Frank have already satisfied the 25-year service requirement. The SERP provides
an early retirement benefit at age 55 after completion of 15 years of service,
subject to a reduction of 0.25% for each month that distribution of benefits
precedes the participant's Normal Retirement Date. The SERP benefit is offset
for any benefit payable under the Carnival Corporation Retirement Plan and for
Social Security benefits. The form of payment is either a lump-sum, life
annuity (with either a 5-year or 10-year certain benefit) or a joint and
survivor annuity for married participants.
A participant's benefits under the Carnival Corporation Retirement Plan are
calculated based on an employee's length of service with Carnival Corporation
and the average of the participant's five highest consecutive years of
compensation (including base pay, overtime, bonuses and commissions) out of the
last ten years of service. The eligible compensation with respect to the
individuals named in the Summary Compensation Table includes base salary and
cash bonuses. The Carnival Corporation Retirement Plan provides an early
retirement benefit at age 55 after completion of 15 years of service, subject
to a reduction of 0.5% for each month that distribution of benefits precedes
the participant's Normal Retirement Date.
The normal form of payment is a straight life annuity with benefits ceasing at
the later of the death of the participant or five years from the date of first
payment. If the employee is married, pension benefits are presumptively payable
on a reduced 50% joint and survivor annuity basis with the employee's spouse as
the contingent annuitant. If the employee is not married, pension benefits are
paid as a lump sum to the participant's beneficiary or estate, as applicable.
For retired or terminated employees, other forms of distribution are available
under the Carnival Corporation Retirement Plan.
Credited service for benefit calculation purposes under the Carnival
Corporation Retirement Plan is limited to 30 years. As of December 31, 2005,
Micky Arison, Robert H. Dickinson and Howard S. Frank each have at least 30
years of credited service. Pier Luigi Foschi and Peter G. Ratcliffe are not
eligible for participation in the Carnival Corporation Retirement Plan.
Carnival Corporation has a benefit limitation policy for the Carnival
Corporation Retirement Plan consistent with Section 415 of the Internal Revenue
Code of 1986 (the "Code") applicable only to Mr. Arison. The annual
compensation covered by the Carnival Corporation Retirement Plan for the
calendar year 2004 for Mr. Arison is limited to $310,054 (as may be indexed)
pursuant to Section 401(a)(17) of the Code. Based on Mr. Arison's level of
compensation and his 30 credited years of service, the estimated benefits
payable to Mr. Arison at the Normal Retirement Date pursuant to the Carnival
39
Corporation Retirement Plan is $136,642, currently being the maximum benefit
under the plan. The Carnival Corporation Retirement Plan does not reduce
benefits on account of Social Security (or any other benefit), other than as
reflected in the benefit formula which is integrated with Social Security.
CARNIVAL PLC
Pursuant to the P&O Princess Cruises Pension Scheme (the "UK Scheme"), a UK
Inland Revenue approved defined-benefit scheme, participants generally accrue
pension rights at a rate of up to 1/60th of final salary for each year of
service, although the accrual rate varies by employee. For this purpose, final
salary is generally defined as the basic salary received in the final 12 months
of service, subject to certain adjustments. Normal retirement age is 63 for
general employees and 60 for sea staff and certain senior executives. Additional
cash supplements are paid depending on the number of years of pensionable
service.
Peter G. Ratcliffe, our only named executive officer who is eligible for pension
benefits from Carnival plc, has 34 years of credited service under the UK
Scheme. Under the UK Scheme, in the event of compulsory early retirement, or
voluntary early retirement after the age of 55, Mr. Ratcliffe would receive a
minimum pension of two-thirds of his final salary subject to UK Inland Revenue
limits. The estimated annual benefits payable upon retirement to Mr. Ratcliffe
under the UK Scheme at the normal retirement age of 60 is $802,933 based on
unchanged basic salary.
Additional information with respect to pension plan arrangements for Carnival
plc for the financial year ended November 30, 2005 is included in the Carnival
plc Directors' Remuneration Report, which is attached as Annex B to this proxy
statement.
40
REPORT OF THE COMPENSATION COMMITTEES
Carnival Corporation and Carnival plc are two separate legal entities and,
therefore, each has a separate board of directors, each of which in turn has
its own Compensation Committee. As there is a single management team, the
Compensation Committees (which have three identical members), make one set of
determinations in relation to both companies.
This report of the Compensation Committees sets out the compensation policies
of the Compensation Committee with respect to the Chief Executive Officer and
the four other most highly compensated executive officers for the year ended
November 30, 2005, details of whose compensation is set forth under "EXECUTIVE
COMPENSATION" in accordance with U.S. Securities and Exchange Commission
requirements. Further information on our compensation policies as required
under applicable UK law is set out in the Carnival plc Directors' Remuneration
Report, which is attached as Annex B to this proxy statement.
The Compensation Committees are responsible for annually approving the cash
compensation, including annual performance-related bonuses, payable to the
executive officers and for the administration of the Carnival Corporation and
Carnival plc equity-based incentive plans.
The Compensation Committee for each of Carnival Corporation and Carnival plc is
currently comprised of Modesto A. Maidique, Richard J. Glasier and Sir John
Parker, each of whom is independent as defined by the listing standards of the
NYSE and the UK Combined Code.
COMPENSATION PHILOSOPHY
The key components of the compensation of the Chief Executive Officer and the
other executive officers are base salary, annual performance-related bonus and
equity-based incentives. The overall objective is to position the total
potential compensation, if performance warrants, at approximately the 75th
percentile of a comparable group of U.S. companies (being companies of similar
size in the entertainment, hospitality and media industries) (the "Comparative
Group"), as well as to provide both short-term rewards and long-term incentives
for positive individual and corporate performance.
Carnival Corporation & plc is a global entity with executives working and
living in different parts of the world with a majority of senior employees
located in the U.S., and most of the remainder in the UK and Italy. As a global
entity, it is challenging to establish consistent compensation practices across
geographic and corporate lines that satisfy the particular requirements of all
jurisdictions. Since the largest presence of executives is in the U.S., U.S.
compensation practice shapes our compensation policy. However, the Compensation
Committees seek to incorporate UK compensation principles, including those
contained in the UK Combined Code, as far as practicable, unless the
application of those principles would be uncompetitive in the U.S. or other
markets, would result in substantial inconsistencies within the Carnival
Corporation & plc group, or would restrict the Carnival Corporation & plc
group's ability to transfer executives between brands. The overall remuneration
objective is to pay high rewards for the continued delivery of high performance
from a modest base salary.
The various components of executive compensation are discussed below.
BASE SALARIES
Overall, the base salaries of the executive officers, including the base salary
of the Chief Executive Officer, are set at a level the Compensation Committees
believe to be at approximately the 50th percentile of the Comparative Group.
The objective is to emphasize the performance-related annual bonus as the most
important cash compensation feature of executive compensation as a reward for
contributions made towards achieving Carnival Corporation & plc's goals,
including profitability.
41
BONUSES
The bonuses for each of the Chief Executive Officer and the Chief Operating
Officer were determined by the Compensation Committees after taking into
account the net income of Carnival Corporation & plc, the individual
performance of such executives and Carnival Corporation & plc's return on
invested capital.
The annual bonuses to the heads of our operating companies are based on the
financial performance of their respective operating units. The annual bonus to
Robert H. Dickinson is based on the financial performance of Carnival Cruise
Lines and determined pursuant to the terms of the Carnival Cruise Lines
Management Incentive Plan (the "CCL Plan"). The annual bonus for Peter G.
Ratcliffe is based on the financial performance of the brands for which he was
responsible during the fiscal year (for 2005 being Cunard Line, Ocean Village,
P&O Cruises, P&O Cruises (Australia), P&O Travel, Princess Cruises, Princess
Tours and Swan Hellenic). The annual bonus for Pier Luigi Foschi is based on
the financial performance of Costa.
EQUITY-BASED INCENTIVES
The third component of Carnival Corporation & plc's executive compensation is
comprised of stock-based incentive plans. Whereas the cash bonus payments are
intended to reward positive short-term individual and corporate performance,
grants under the equity-based plans are intended to provide executives with
longer-term incentives, which appreciate in value with the continued favorable
future stock price performance of Carnival Corporation & plc. The Compensation
Committees approved individual compensation agreements that provide for grants
of stock options and/or restricted stock pursuant to the 2002 Stock Plan, the
Carnival plc Employee Share Plan and the other equity-based incentive plans
described elsewhere in this proxy statement based on the individual performance
and responsibilities of the executive officers, taking into account the
following:
o The overall financial performance of Carnival Corporation & plc in the
previous fiscal year; and
o The personal contribution that each executive has made to the:
- development of a strategy to deliver future growth;
- ongoing creation of a competitive cost structure; and
- overall corporate success of Carnival Corporation & plc through the
spread of best practices.
Annual grants of stock options or restricted shares pursuant to individual
compensation agreements are subject to a determination of satisfactory
performance by the Compensation Committees.
OTHER COMPENSATION
Carnival Corporation and Carnival plc have entered into various
compensation-related agreements with each of the executive directors and
certain individual officers. See "EXECUTIVE COMPENSATION--EXECUTIVE LONG-TERM
COMPENSATION AGREEMENTS," "EXECUTIVE COMPENSATION--EMPLOYMENT AGREEMENT" and
"EXECUTIVE COMPENSATION--SERVICE AGREEMENT." Such agreements include stock
compensation agreements, employment agreements and service agreements. The
Compensation Committees and the boards of directors will continue to consider
such arrangements in the future in connection with circumstances that warrant
an individualized compensation arrangement.
In fiscal 2005, some of Carnival Corporation's executive officers also
participated in Carnival Corporation's nonqualified defined benefit pension
plan and all were able to participate in Carnival Corporation's nonqualified
401(k)/profit sharing plan. In addition, two of Carnival Corporation's
executive officers participated in Carnival Corporation's supplemental
executive retirement plan and Peter G. Ratcliffe participated in the Princess
Cruises Retirement Savings Plan and the UK Scheme.
ADVISORS
The Compensation Committees engaged an outside compensation consultant, Watson
Wyatt Worldwide, to conduct a review of executive remuneration within the
Carnival Corporation & plc group. The review provided the Compensation
Committees with benchmark data on awards within the Comparative Group on the
basis of which the Compensation Committees were able to frame a more definitive
compensation policy.
42
-------------------------------------------------------------------------------
THE COMPENSATION COMMITTEE THE COMPENSATION COMMITTEE
OF CARNIVAL CORPORATION OF CARNIVAL PLC
-------------------------------------------------------------------------------
Modesto A. Maidique, Chairman Modesto A. Maidique, Chairman
Richard J. Glasier Richard J. Glasier
Sir John Parker Sir John Parker
43
STOCK PERFORMANCE GRAPHS
CARNIVAL CORPORATION
The following graph compares the Price Performance of $100 if invested in
Carnival Corporation common stock with the Price Performance of $100 if
invested in each of the S&P 500 Index, the Dow Jones Industry Group REQ
(recreational product and services index) and the FTSE 100 Index. The Price
Performance, as used in the Performance Graph, is calculated by assuming $100
is invested at the beginning of the period in Carnival Corporation common stock
at a price equal to the market value. At the end of each fiscal year the total
value of the investment is computed by taking the number of shares owned,
assuming Carnival Corporation dividends are reinvested on an annual basis,
times the market price of the shares at the end of each fiscal year.
COMPARE 5-YEAR COMULATIVE TOTAL RETURN
AMONG CARNIVAL CORPORATION,
S&P INDEX AND PEER GROUP INDEX
[LINE CHART OMITTED]
ASSUMES $100 INVESTED ON DEC. 1, 2000
ASSUMES DIVIDENT REINVESTED
FISCAL YEAR ENDED NOVEMBER 30
2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ----
Carnival Corporation $100 $117 128 $163 $248 $259
Dow Jones Industry Group/REQ $100 $ 90 $ 81 $110 $131 $140
S&P 500 Index $100 $ 88 $ 73 $ 84 $ 95 $103
FTSE 100 Index $100 $ 85 $ 68 $ 71 $ 77 $ 88
44
CARNIVAL PLC
The following graph compares the Price Performance of $100 invested in Carnival
plc ADSs, each representing one ordinary share of Carnival plc (prior to April
17, 2003 each ADS represented four ordinary shares of Carnival plc), with the
Price Performance of $100 invested in each of the S&P 500 Index, the Dow Jones
Industry Group REQ (recreational product and services index) and the FTSE 100
Index. The Price Performance, as used in the Performance Graph, is calculated
by assuming $100 was invested at the beginning of the period in Carnival plc
ADSs. The total value of the investment at the end of each subsequent fiscal
year is computed by taking the number of ADSs owned, assuming Carnival plc
dividends are reinvested on an annual basis, times the market price of ADSs at
the end of each fiscal year.
COMPARE 5-YEAR COMULATIVE TOTAL RETURN
AMONG CARNIVAL PLC ADS,
S&P INDEX AND PEER GROUP INDEX
[LINE CHART OMITTED]
ASSUMES $100 INVESTED ON DEC. 1, 2000
ASSUMES DIVIDENT REINVESTED
FISCAL YEAR ENDED NOVEMBER 30
2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ----
Carnival Corporation $100 $151 $210 $291 $470 $477
Dow Jones Industry Group/REQ $100 $ 90 $ 81 $110 $131 $140
S&P 500 Index $100 $ 88 $ 73 $ 84 $ 95 $103
FTSE 100 Index $100 $ 85 $ 68 $ 71 $ 77 $ 88
45
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
AUDIT AND NON-AUDIT FEES
PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc
during 2005 and 2004. Aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the years ended November 30, 2005 and 2004 are
set forth below:
CARNIVAL CARNIVAL
CORPORATION & PLC CORPORATION & PLC
2005 2004
(IN MILLIONS) (IN MILLIONS)
----------------- -----------------
Audit Fees $3.7 $4.3
Audit-Related Fees 0.0(1) 0.0(1)
Tax Fees 0.2 0.5
All Other Fees 0.1 0.2
----------------- -----------------
Total $4.0 $5.0
================= =================
-------------
(1) Audit-Related Fees were less than $50,000.
AUDIT FEES for 2005 and 2004 were for professional services rendered for the
audits of the Carnival Corporation & plc joint Annual Report on Form 10-K,
including our consolidated financial statements, quarterly reviews of our
joint Quarterly Reports on Form 10-Q, which include the audits of the Carnival
plc UK GAAP annual financial statements, consents, opinions on management's
assessment of our effectiveness of internal control over financial reporting
in connection with our compliance with Section 404 of the Sarbanes-Oxley Act
of 2002, comfort letters, registration statements, statutory audits of various
international subsidiaries and other agreed upon procedures. The 2004 audit
fees were increased by approximately $400,000 from what was reported last year
because these fees were approved after the 2004 proxy statement was filed.
AUDIT-RELATED FEES for 2004 and 2005 were mostly for employee benefit plan
audits.
TAX FEES for 2005 and 2004 were for services related to tax compliance and tax
planning.
ALL OTHER FEES for 2005 and 2004 were primarily for actuarial services and
employee benefit plan consulting and Immigration and Naturalization Service
certifications.
All of the services described above were approved by the Audit Committees, and
in doing so, the Audit Committees did not rely on the DE MINIMIS exception set
forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
In December 2003, the Audit Committees adopted Key Policies and Procedures
which address, among other matters, pre-approval of audit and permissible
non-audit services provided by the independent registered certified public
accounting firm. The Key Policies and Procedures require that all services to
be provided by the independent registered certified public accounting firm must
be approved by the Audit Committees. The Audit Committees consider whether the
services requested are consistent with the rules of the U.S. Securities and
Exchange Commission on auditor independence.
46
REPORT OF THE AUDIT COMMITTEES
Carnival Corporation and Carnival plc are two separate legal entities and,
therefore, each has a separate board of directors, each of which in turn has
its own Audit Committee. In accordance with their charter, each Audit Committee
assists the relevant board of directors in carrying out its oversight of:
o the integrity of the relevant financial statements;
o the company's compliance with legal and regulatory requirements;
o the auditors' qualifications and independence; and
o the performance of the company's internal audit functions and independent
auditors.
Both Audit Committees are subject to the audit committee independence
requirements under the corporate governance standards of the NYSE and relevant
U.S. Securities and Exchange Commission rules, and the Audit Committee of
Carnival plc is also subject to the requirements of the UK Combined Code. The
two Audit Committees have identical members and each currently consists of five
independent (as defined by the listing standards of the NYSE currently in
effect and the UK Combined Code), non-employee directors. Each board of
directors has determined that Stuart Subotnick is both "independent" and an
"audit committee financial expert," as defined by SEC rules. In addition, the
board of Carnival plc has determined that Stuart Subotnick has "recent and
relevant financial experience" for purposes of the UK Combined Code.
Management has primary responsibility for Carnival Corporation & plc's
financial reporting process, including its system of internal control, and for
the preparation of consolidated financial statements. Carnival Corporation &
plc's independent auditors are responsible for performing an independent audit
of those financial statements and expressing an opinion on the conformity of
those financial statements with U.S. generally accepted accounting principles.
The Audit Committees are responsible for monitoring and overseeing the
financial reporting process and the preparation of consolidated financial
statements and for supervising the relationship between Carnival Corporation &
plc and its independent auditors, as well as reviewing the group's systems of
internal controls and compliance with the group Code of Business Conduct and
Ethics. The Audit Committees have met and held discussions with management of
Carnival Corporation & plc and the independent auditors. In this context,
management represented to the Audit Committees that Carnival Corporation &
plc's consolidated financial statements were prepared in accordance with U.S.
generally accepted accounting principles.
The Audit Committees (i) reviewed and discussed Carnival Corporation & plc's
audited consolidated financial statements for the year ended November 30, 2005
with Carnival Corporation & plc's management and with Carnival Corporation &
plc's independent auditors; (ii) discussed with Carnival Corporation & plc's
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received the written disclosures and the
letter from Carnival Corporation & plc's independent accountants required by
Independence Standards Board Statement No. 1 (Independence Discussions with
Audit Committees) and discussed with Carnival Corporation & plc's independent
auditors the independent auditor's independence. The Audit Committees also
considered whether the provision to the relevant entity by the independent
auditors of non-audit services was compatible with maintaining the independence
of the independent auditors. Based on the reviews and discussions described
above, the Audit Committees recommended to the boards of directors that the
audited consolidated financial statements of Carnival Corporation & plc be
included in Carnival Corporation & plc's Annual Report on Form 10-K for the
year ended November 30, 2005 for filing with the U.S. Securities and Exchange
Commission.
THE AUDIT COMMITTEE THE AUDIT COMMITTEE
OF CARNIVAL CORPORATION OF CARNIVAL PLC
--------------------------------- ---------------------------------
Stuart Subotnick, Chairman Stuart Subotnick, Chairman
Richard G. Capen, Jr. Richard G. Capen, Jr.
Arnold W. Donald Arnold W. Donald
Richard J. Glasier Richard J. Glasier
Sir John Parker Sir John Parker
47
TRANSACTIONS OF MANAGEMENT AND DIRECTORS
TRANSACTIONS WITH MICKY ARISON. Micky Arison, our Chairman and Chief Executive
Officer is also the Chairman, President and the indirect sole shareholder of
FBA II, Inc., the sole general partner of Miami Heat Limited Partnership
("MHLP"), the owner of the Miami Heat, a professional basketball team. He is
also the indirect sole shareholder of Basketball Properties, Inc., the sole
general partner of Basketball Properties, Ltd. ("BPL"), the manager and
operator of AmericanAirlines Arena. Pursuant to a five-year advertising and
promotion agreement between Carnival Cruise Lines, MHLP and BPL effective July
2004, Carnival Cruise Lines paid an aggregate of $264,000 in fiscal 2005 for
the advertising and promotion of Carnival Cruise Lines during Miami Heat games
and other events held at the AmericanAirlines Arena, located in Miami, Florida.
Carnival Cruise Lines also agreed to become the title sponsor of a Hurricane
Katrina Relief Benefit Game between the Miami Heat and the San Antonio Spurs
held at the AmericanAirlines Arena in October 2005. In becoming the title
sponsor of the game, Carnival Cruise Lines agreed to purchase all of the
tickets that remained unsold six days prior to the event. Carnival's ticket
purchase guaranteed that the game was sold out, ensuring that the donation to
the Hurricane Katrina relief efforts topped the $1 million mark. As a result of
this sponsorship, Carnival Cruise Lines received substantial promotional
benefits associated with the event and related media coverage. Ultimately,
Carnival Cruise Lines purchased approximately 7,600 tickets to the event for
$499,977. The tickets were distributed to Carnival Cruise Lines employees and
several local community groups, schools and other organizations. The Miami Heat
donated 100% of the proceeds from the game, both the ticket and concession
revenue, to hurricane relief charities, including the American Red Cross.
In addition, in October 2004 Carnival Corporation entered into a seven-year
agreement with BPL for the use of six courtside lounge seats at the Miami Heat
games played at the AmericanAirlines Arena and other public events at the
arena. Under the agreement, Carnival Corporation agreed to pay $180,000 per
year for the first five years, plus taxes, subject to a 5% increase in years
six and seven.
TRANSACTIONS WITH THE TED ARISON FAMILY FOUNDATION USA, INC. Shari Arison
(Micky Arison's sister) is the Chairman of the Board of Trustees and President
of the Ted Arison Family Foundation USA, Inc. (the "Foundation"), a charitable
foundation established by Carnival Corporation's founder, Ted Arison. Carnival
Corporation leases approximately 100 square feet of office space to the
Foundation and employs one of its employees. During fiscal 2005, Carnival
Corporation received approximately $132,000 from the Foundation for both lease
payments and for all costs incurred by Carnival Corporation related to this
employee. It is expected that Carnival Corporation will continue these
arrangements with the Foundation in the future.
REGISTRATION RIGHTS. Pursuant to a letter agreement (the "Trust Registration
Rights Agreement") dated July 11, 1989, Carnival Corporation granted to the Ted
Arison Irrevocable Trust (the "Irrevocable Trust") and the Arison Children's
Irrevocable Trust (the "Children's Trust," and together with the Irrevocable
Trust, the "Trusts") certain registration rights with respect to certain shares
of Carnival Corporation common stock held for investment by the Trusts (the
"Shares"). The beneficiaries of the Trusts included the children of Ted Arison,
including Micky Arison, our Chairman of the boards and Chief Executive Officer,
and Shari Arison, a major shareholder. Effective December 26, 1991, the
Children's Trust was divided into three separate continued trusts, including
continued trusts for Micky Arison, Shari Arison and Michael Arison.
Under the Trust Registration Rights Agreement, Carnival Corporation has granted
the Trusts demand and piggyback registration rights. Carnival Corporation is
not required to effect any demand registration unless all of the Shares owned
by either of the Trusts are included in the demand. Carnival Corporation has
agreed to bear all expenses relating to such demand and piggyback
registrations, except for fees and disbursements of counsel for the Trusts,
selling costs, underwriting discounts and applicable filing fees.
Under a registration rights agreement dated June 14, 1991 (the "Arison
Registration Rights Agreement"), Carnival Corporation granted certain
registration rights to Ted Arison with respect to certain shares of common
stock beneficially owned by him (the "Arison Shares") in consideration for
$10,000. The registration rights were held by the Estate of Ted Arison. The
Estate of Ted Arison subsequently transferred the Arison Shares to the Nickel
1997 Irrevocable Trust (formerly known as The 1997 Irrevocable Trust of Micky
Arison), the Artsfare 1992 Irrevocable Trust (formerly known as the Ted Arison
1992 Irrevocable Trust for Lin No. 2) and the Eternity Four Trust (formerly
48
known as the Ted Arison 1994 Irrevocable Trust for Shari No. 1) (collectively,
the "Family Trusts"). The Arison Registration Rights Agreement provides for
demand and piggyback registration rights. Carnival Corporation has agreed to
bear all expenses relating to such demand and piggyback registrations, except
for fees and disbursements of counsel for the Family Trusts, selling costs,
underwriting discounts and applicable filing fees.
AGREEMENTS WITH KIRK LANTERMAN. On December 1, 2004, HAL entered into a letter
agreement with Mr. Lanterman regarding the terms of his employment for the
month of December 2004 (the "December Employment Agreement"). Pursuant to the
December Employment Agreement, Mr. Lanterman was paid $62,500, less applicable
taxes and other standard deductions, including, but not limited to, medical
insurance premiums and previously authorized 401(k) contributions, if any. In
accordance with the December Employment Agreement, Mr. Lanterman resigned as a
HAL employee effective December 31, 2004.
In 1999 and years prior thereto, A. Kirk Lanterman deferred receipt of a
portion of his annual bonus. In exchange, Carnival Corporation and Mr.
Lanterman entered into a Retirement and Consulting Agreement, which provides
that Carnival Corporation will pay him the deferred bonus amounts plus interest
in monthly installments over the 15 years following his retirement. During
fiscal 2005, Carnival Corporation paid Mr. Lanterman approximately $1.8 million
under the terms of his Retirement and Consulting Agreement.
HAL entered into an 11-month Consulting Agreement (the "Consulting Agreement")
with Mr. Lanterman. The initial term of the Consulting Agreement was from
January 1, 2005 through November 30, 2005, and was automatically renewed for
one additional year. Under the terms of the Consulting Agreement, Mr. Lanterman
will have the title of "Chairman" of HAL, which shall be a non-executive title.
During the term of the Consulting Agreement, Mr. Lanterman will provide such
consulting services and other assistance as may be required by HAL's President
on strategic, financial and historical analyses and other various services that
are specified by HAL's President, up to a maximum of 1,000 hours annually.
During fiscal 2005, Mr. Lanterman received compensation of approximately
$722,000 under the terms of the Consulting Agreement. He does not participate
in any incentive compensation plans offered by HAL or any affiliate of HAL, but
is eligible for medical and dental insurance and certain other benefits. The
Consulting Agreement contains confidentiality and indemnification provisions
and may be terminated by HAL for good cause or upon the death or disability of
Mr. Lanterman. HAL has also agreed to indemnify Mr. Lanterman from any losses
arising from his provision of the consulting services subject to the Consulting
Agreement, subject to customary exceptions. At the end of the term of the
Consulting Agreement, no further severance or other payments shall be provided
to Mr. Lanterman, except as set forth in the Retirement and Consulting
Agreement between Mr. Lanterman and HAL as discussed above.
TRANSACTIONS WITH CRUISE SPECIALISTS. Until January 2005, Janet Olczak
Lanterman, the wife of A. Kirk Lanterman, one of our directors and a former
executive officer, was the owner of a travel agency located in Seattle,
Washington, named Cruise Specialists. Under the laws of the State of
Washington, Ms. Lanterman's ownership interest in Cruise Specialists was her
separate property and, accordingly, Mr. Lanterman did not have any ownership
interest in the agency. Cruise Specialists sells cruises and other similar
products for various travel providers, including us, under arrangements that
are common throughout the travel industry, whereby Cruise Specialists receives
a commission based on sales generated. From December 1, 2004 to December 31,
2004, Cruise Specialists generated approximately $1.14 million of gross
revenues for Carnival Corporation & plc. In connection with such revenues,
Cruise Specialists received from Carnival Corporation & plc approximately
$293,000 in commissions and other marketing incentives. Carnival Corporation
and Carnival plc believe that the terms and conditions of the agreement with
Cruise Specialists were no less favorable to Carnival Corporation & plc than
those terms and conditions available for comparable transactions with
unaffiliated persons.
BROTHER OF ROBERT H. DICKINSON. Carnival Cruise Lines entered into an agreement
with Waste Management National Services, Inc. ("WMNS") for the analytical,
management, collection, transportation, disposal and recycling services for
certain wastes generated or accumulated by its vessels in U.S. and foreign
ports. We have been advised that John Dickinson, the brother of Robert H.
Dickinson (President and Chief Executive Officer of Carnival Cruise Lines and a
member of our boards of directors), served as a consultant to WMNS in
connection with the negotiation of this agreement and receives fees based on
49
Carnival Cruise Lines' usage of WMNS under the agreement. During fiscal 2005,
Carnival Cruise Lines paid approximately $3.3 million to WMNS for their
services. John Dickinson advised us that he received approximately $37,000
during fiscal 2005 from WMNS.
SON OF PIER LUIGI FOSCHI. The son of Pier Luigi Foschi, one of our executive
officers and a director, is a minority partner in Studio Biscozzi-Nobili, an
Italian tax consulting firm, which is retained from time to time to provide tax
advice to Costa, one of Carnival plc's subsidiaries. During fiscal 2005, Costa
paid approximately $184,000 to Studio Biscozzi-Nobili for providing such
services to Costa.
TRANSACTIONS WITH AFFILIATED ENTITIES. Carnival Corporation & plc has adopted a
policy of dealing with affiliated entities on an arm's-length basis and
Carnival Corporation & plc may not engage in business transactions with any
affiliate on terms and conditions less favorable to Carnival Corporation & plc
than terms and conditions available at the time for comparable transactions
with unaffiliated persons. All contracts between us and an entity in which a
director or senior employee of Carnival Corporation & plc has an interest must
be approved by the boards of directors.
50
CARNIVAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD APRIL 19, 2006
The undersigned shareholders of Carnival Corporation hereby revoke all prior
proxies and appoint Micky Arison and Arnaldo Perez, and each of them, proxies
and attorneys in fact, each with full power of substitution, with all the
powers the undersigned would possess if personally present, to vote all shares
of common stock of Carnival Corporation which the undersigned is entitled to
vote at the annual meeting of shareholders to be held on April 19, 2006 or any
postponement or adjournment of the annual meeting.
Please mark your vote as indicated in this example: [X]
A vote "FOR" Proposals 1 through 8 is recommended by the Board of Directors.
1. To vote for the election of the following nominees:
Micky Arison, Ambassador Richard G. Capen, Jr., Robert H. Dickinson,
Arnold W. Donald, Pier Luigi Foschi, Howard S. Frank, Richard J.
Glasier, Baroness Hogg, A. Kirk Lanterman, Modesto A. Maidique, Sir
John Parker, Peter G. Ratcliffe, Stuart Subotnick and Uzi Zucker.
FOR all nominees [ ]
WITHHOLD all nominees [ ]
WITHHOLD authority to vote for any individual nominees [ ]
(INSTRUCTION: To WITHHOLD authority to vote any individual nominees, write
that nominee's name on the line below.)
______________________________________________________
2. To re-appoint PricewaterhouseCoopers LLP as independent auditors for
Carnival plc and to ratify the selection of PricewaterhouseCoopers
LLP as independent registered certified public accounting firm for
Carnival Corporation.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To authorize the Audit Committee of Carnival plc to agree the
remuneration of the independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To receive the accounts and reports for Carnival plc for the
financial year ended November 30, 2005.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To approve the directors' remuneration report of Carnival plc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. To approve limits on the authority to allot shares by Carnival plc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. To approve the disapplication of pre-emption rights for Carnival plc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. To approve a general authority for Carnival plc to buy back Carnival
plc ordinary shares in the open market.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
9. In their discretion, the proxies are authorized to vote upon such
other business as may come before the annual meeting, or any
adjournment(s) thereof.
I will be attending the annual meeting [ ]. Print name below.
_____________________________________
PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE ANNUAL MEETING ON THIS PROXY
CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.
The shares represented by this Proxy will be voted as specified herein. If not
otherwise specified, such shares will be voted by the proxies FOR Proposals 1
through 8.
Signature_______________________ Signature______________________________
(Please sign exactly as name
appears above.)
Dated: _______________________________, 2006
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Carnival plc logo Annual General Meeting [GRAPHIC OMITTED]
[LOGO - SHAREVOTE CO. UK]
Name of Shareholder(s)
REFERENCE NUMBER CARD I.D ACCOUNT NUMBER
2233 4455 2715 0102 XXXXXX
I/We, hereby appoint The Chairman of the meeting, or
__________________________
to attend and vote on my/our behalf at the Annual General Meeting of Carnival
plc (the Company) to be held on Wednesday, April 19, 2006 and at any
adjournment of the meeting. I would like my proxy to vote on the resolutions
proposed at the meeting as indicated on this form.
PLEASE INDICATE YOUR VOTE BY MARKING THE APPROPRIATE BOXES IN BLACK INK LIKE
THIS: [X]
RESOLUTION FOR AGAINST WITHHELD
1. To re-elect Micky Arison as a director of
Carnival Corporation and Carnival plc [_] [_] [_]
2. To re-elect Ambassador Richard G. Capen,
Jr. as a director of Carnival Corporation
and Carnival plc [_] [_] [_]
3. To re-elect Robert H. Dickinson as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]
4. To re-elect Arnold W. Donald as a director
of Carnival Corporation and Carnival plc [_] [_] [_]
5. To re-elect Pier Luigi Foschi as a director
of Carnival Corporation and Carnival plc [_] [_] [_]
6. To re-elect Howard S. Frank as a director
of Carnival Corporation and Carnival plc [_] [_] [_]
7. To re-elect Richard J. Glasier as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]
8. To re-elect Baroness Hogg as a director of
Carnival Corporation and Carnival plc [_] [_] [_]
9. To re-elect A. Kirk Lanterman as a director
of Carnival Corporation and Carnival plc [_] [_] [_]
10. To re-elect Modesto A. Maidique as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]
11. To re-elect Sir John Parker as a director
of Carnival Corporation and Carnival plc [_] [_] [_]
12. To re-elect Peter G. Ratcliffe as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]
13. To re-elect Stuart Subotnick as a director
of Carnival Corporation and Carnival plc [_] [_] [_]
14. To re-elect Uzi Zucker as a director of
Carnival Corporation and Carnival plc [_] [_] [_]
15. Re-appointment of Carnival plc's
independent auditors and ratification of
Carnival Corporation's independent
registered certified public accountants [_] [_] [_]
16. Authorisation of Carnival plc's audit
committee to agree the remuneration of the
independent auditors [_] [_] [_]
17. Receiving the annual accounts and reports
of Carnival plc [_] [_] [_]
18. Approval of Carnival plc directors'
remuneration report [_] [_] [_]
19. Renewal of Carnival plc Section 80
authority [_] [_] [_]
20. Renewal of Carnival plc Section 89
authority [_] [_] [_]
21. Authorise Carnival plc to make market
purchases of ordinary shares of US$1.66
each in the capital of Carnival plc [_] [_] [_]
Signature Date
_____________________________________ ___________________________
This card should not be used for any comments, ___________ _______________
change of address, or other queries. Please
send separate instruction. Form ID 2715-010-3
___________ _______________
{Logo}
Admission Card
Carnival Annual General Meeting -
Wednesday April 19, 2006 at 10:00 a.m.
Venue: The Biltmore Hotel, 1200 Anastasia
Avenue, Coral Gables, Florida 33134,
United States of America
NAME OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
________________________
MAP
________________________
A1234567
If you come to the meeting please bring this card with you. It is evidence of
your right to attend and vote at the Meeting and will help you gain admission
as quickly as possible. Please also see overleaf.
NOTES:
1. A shareholder entitled to attend and vote at the meeting may appoint one
or more proxies to attend and (on a poll) vote instead of him. All of the
proposed resolutions will be voted on a poll. A proxy need not be a
shareholder of the Company.
2. To be valid, your signed and dated proxy form must be completed, signed
and deposited together with any power of attorney or authority under
which it is signed or a certified copy of such power of attorney or
authority (whether delivered personally or by post), at the offices of
the Company's registrars, Lloyds TSB Registrars, The Causeway, Worthing,
West Sussex, BN99 6AN as soon as possible and no later than 10:00 a.m. on
April 17, 2006. In the case of a corporation, the proxy form should be
exercised under its common seal and/or the hand of a duly authorised
officer or person. When two or more valid proxy appointments are
delivered or received in respect of the same share for use at the same
meeting, the one which was executed last shall be treated as replacing
and revoking the others in their entirely as regards that share. If the
Company is unable to determine which was executed last, none of them
shall be valid in respect of that share.
3. The "Vote Withheld" box is provided to enable you to abstain on any
particular resolution. However, it should be noted that a "vote withheld"
is not a vote in law and will not be counted in the calculation of the
proportion of votes "for" and "against" a resolution but will be counted
to establish if a quorum is present.
4. If you would like to submit your proxy vote via the Internet, you can do
so by accessing the WWW.SHAREVOTE.CO.UK website. To do this you will need
to use the Reference Number, Card ID and Account Number which are given
opposite. Alternatively CREST members can submit their proxy through the
CREST Electronic Proxy Appointment Service (ID7RA01).
5. Only those shareholders registered on the register of members of the
Company at 11:00 p.m. on April 17, 2006 shall be entitled to attend or
vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to the entries on the register of
members after 11.00 p.m. on April 17, 2006 shall be disregarded in
determining the rights of any person to attend or vote at the meeting.
6. In the case of joint registered holders, the signature of one holder on a
proxy card will be accepted and the vote of the senior holder who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders. For this purpose, seniority
shall be determined by the order in which the names stand on the register
of members of the Company in respect of the relevant joint holding.
7. To appoint one or more proxies or to give an instruction to a proxy
(whether previously appointed or otherwise) via the CREST system, CREST
messages must be received by the issue's agent (ID number 7RA01) by 10:00
a.m. on April 17, 2006. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp generated by the
CREST System) from which the issuer's agent is able to retrieve the
message. The Company may treat as invalid a proxy appointment sent by
CREST in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
8. Return of this form of proxy will not prevent a registered shareholder
from attending the meeting and voting in person.
9. If in respect of any resolution you have not given specific your proxy
should vote, your proxy will have discretion to vote on that resolution,
in respect of your total holding, as they see fit. Your proxy will also
have discretion to vote as they see fit on any other business which may
properly come before the meeting, including amendments to resolutions,
and at any adjournment of the meeting.
POLL CARD
PLEASE BRING THIS CARD WITH YOU TO THE MEETING. DO NOT POST THIS CARD TO THE
REGISTRAR.
------------------------------------------------------------ ------- ------- --------
RESOLUTIONS For Against Withheld
------------------------------------------------------------ ------- ------- --------
1 To re-elect Micky Arison as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
2 To re-elect Ambassador Richard G. Capen, Jr. as a
director of Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
3 To re-elect Robert H. Dickinson as a director of
Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
4 To re-elect Arnold W. Donald as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
5 To re-elect Pier Luigi Foschi as a director of
Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
6 To re-elect Howard S. Frank as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
7 To re-elect Richard J. Glasier as a director of
Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
8 To re-elect Baroness Hogg as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
9 To re-elect A. Kirk Lanterman as a director of
Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
10 To re-elect Modesto A. Maidique as a director of
Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
11 To re-elect Sir John Parker as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
12 To re-elect Peter G. Ratcliffe as a director of
Carnival Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
13 To re-elect Stuart Subotnick as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
14 To re-elect Uzi Zucker as a director of Carnival
Corporation and Carnival plc
--- -------------------------------------------------------- ------- ------- --------
15 Re-appointment of Carnival plc's independent auditors
and ratification of Carnival Corporation's independent
registered certified public accountants
--- -------------------------------------------------------- ------- ------- --------
16 Authorisation of Carnival plc's audit committee to
agree the remuneration of the independent auditors
--- -------------------------------------------------------- ------- ------- --------
17 Receiving the annual accounts and reports of Carnival
plc
--- -------------------------------------------------------- ------- ------- --------
18 Approval of Carnival plc directors' remuneration report
--- -------------------------------------------------------- ------- ------- --------
19 Renewal of Carnival plc Section 80 authority
--- -------------------------------------------------------- ------- ------- --------
20 Renewal of Carnival plc Section 89 authority
--- -------------------------------------------------------- ------- ------- --------
21 Authorise Carnival plc to make market purchases of
ordinary shares of US$1.66 each in the capital of
Carnival plc
--- -------------------------------------------------------- ------- ------- --------
Name:____________________________________
Signature:_________________________________
____________________ 111
RESPONSE LICENCE No.
SEA7143
____________________
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BARCODE
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LLOYDS TSB REGISTRARS
THE CAUSEWAY
WORTHING
BN99 6AN