0EV1 Carnival Corp

 
TIDMCCL 
 
Results of Annual General Meeting and Extension of the Stock Swap Program 
 
MIAMI (April 24, 2023) - Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) 
held its annual shareholders' meetings last week in Miami, Florida, and has 
announced that all of the resolutions recommended by the Boards of Directors 
were passed at the annual general meetings. 
 
The results of the polls conducted at the annual general meetings will be 
available on the Carnival Corporation & plc website at www.carnivalcorp.com and 
www.carnivalplc.com. In accordance with Listing Rule 9.6.2R, copies of the 
resolutions, other than ordinary business, will be submitted to the National 
Storage Mechanism and will shortly be available for inspection at https:// 
data.fca.org.uk/#/nsm/nationalstoragemechanism. 
 
As a result of the shareholders approving the Carnival plc general share 
buyback authority (Resolution 21), Carnival Corporation & plc also announces an 
extension of the Stock Swap Program (as described below) until April 30, 2024, 
under the same terms as previously announced. 
 
The Stock Swap Program allows us to realize a net cash benefit when Carnival 
Corporation common stock is trading at a premium to the price of Carnival plc 
ordinary shares.  Under the Stock Swap Program, we may elect to offer and sell 
shares of Carnival Corporation common stock at prevailing market prices in 
ordinary brokers' transactions and purchase an equivalent number of Carnival 
plc ordinary shares in the UK market.  Under the Stock Swap Program effective 
June 2021, the Boards of Directors authorized the sale of up to $500 million of 
shares of Carnival Corporation common stock in the U.S. market and the purchase 
of an equivalent number of Carnival plc ordinary shares and use the remaining 
net proceeds, if any, for general corporate purposes. 
 
As previously announced by Carnival Corporation & plc on June 28, 2021, January 
31, 2022 and April 11, 2022, Carnival Corporation had filed a prospectus 
supplement with the United States Securities and Exchange Commission (the 
"Commission"), under which it may offer and sell shares of its common stock 
through its agent, BofA Securities, Inc. (the "Agent"), having an aggregate 
offering price of up to $500 million, from time to time through an 
"at-the-market" equity offering program (the "Offering"). 
 
All Carnival plc ordinary shares purchased under the Stock Swap Purchase 
Program will be held by Carnival Corporation in accordance with the terms of 
the articles of association of Carnival plc and will carry no voting rights for 
so long as they are held by Carnival Corporation or its subsidiaries. None of 
the purchased Carnival plc ordinary shares will be cancelled or held as 
treasury shares. 
 
The Offering has been registered under the Securities Act of 1933, as amended, 
pursuant to a registration statement on Form S-3 (File 
Nos. 333-252433 and 333-252433-01) filed by Carnival Corporation and Carnival 
plc with the Commission on January 26, 2021.  The terms of the Offering are 
described in the prospectus dated January 26, 2021, as supplemented by the 
prospectus supplement dated June 28, 2021. 
 
This announcement shall not constitute an offer to sell or the solicitation of 
an offer to buy any Carnival Corporation common stock under the Selling 
Agreement (as defined below) nor shall there be any sale of such Carnival 
Corporation common stock in any state in which such offer, solicitation or sale 
would be unlawful prior to registration or qualification under the securities 
laws of any such state. In connection with the Offering, on June 28, 
2021, Carnival Corporation and Carnival plc entered into a selling agreement 
(the "Selling Agreement") with the Agent.  The Selling Agreement contains 
customary representations, covenants and indemnification provisions.  A copy of 
the Selling Agreement is attached as Exhibit 1.1 to the Current Report on Form 
8-K filed by Carnival Corporation and Carnival plc with the Commission on June 
28, 2021, and the descriptions of the material terms of the Selling Agreement 
in this Announcement are qualified in their entirety by reference to such 
Exhibit. 
 
PJT Partners continues serving as independent financial advisor to Carnival 
Corporation and Carnival plc. 
 
A copy of the prospectus supplement is available for inspection at https:// 
data.fca.org.uk/#/nsm/nationalstoragemechanism.  A copy of the prospectus 
supplement and the Current Report is also available in the Investor Relations 
section of the Carnival Corporation & plc website at wwww.carnivalcorp.com or 
www.carnivalplc.com, within SEC Filings under the Financial Information 
section. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

April 24, 2023 09:15 ET (13:15 GMT)

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