Carnival & : 2021 Notice of Annual Meetings and Proxy Statement

NOTICE OF 2021 ANNUAL MEETINGS

OF SHAREHOLDERS AND

PROXY STATEMENT

Tuesday, April 20, 2021 at 8:30 a.m., local time

Carnival Place

3655 NW 87th Avenue

Miami, Florida 33178

United States

TABLE OF CONTENTS

LETTER TO SHAREHOLDERS FROM THE CHAIR 1

VOTING INFORMATION

NOTICE OF 2021 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

2 3

NOTICE OF 2021 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS 6

PROXY STATEMENT

13

GOVERNANCE

14

PROPOSALS 1-12 Election or Re-Election of Directors

Board and Committee Governance

Director Compensation

Related Person Transactions

14 23 29 32

SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

35 35

COMPENSATION

PROPOSAL 13 Advisory (Non-Binding) Vote to Approve Executive Compensation

39 39

PROPOSAL 14 Advisory (Non-Binding) Vote to Approve the Carnival plc Directors' Remuneration Report

40

Compensation Discussion and Analysis and Carnival plc Directors' Remuneration Report - Part I 40

Report of the Compensation Committees 63

Compensation Committee Interlocks and Insider Participation 63

Compensation Tables

63

Potential Payments Upon Termination or Change of Control 70

U.S. CEO Pay Ratio

74

AUDIT MATTERS

75

Report of the Audit Committees

Independent Registered Public Accounting Firm

75 76

PROPOSALS 15 & 16 Re-Appointment and Remuneration of Independent Auditors of Carnival plc andRatification of Independent Registered Public Accounting Firm of Carnival Corporation 77

OTHER PROPOSALS

PROPOSAL 17 Receipt of Accounts and Reports of Carnival plc

PROPOSALS 18 & 19 Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication of Pre-Emption Rights Applicable to the Allotment of New Carnival plc Shares PROPOSAL 20 General Authority to Buy Back Carnival plc Ordinary Shares

PROPOSAL 21 Approval of the Amendment of the Carnival Corporation 2020 Stock Plan

78 78 78 80 81

QUESTIONS AND ANSWERS 96

Questions Applicable to All Shareholders

Questions Specific to Shareholders of Carnival Corporation Questions Specific to Shareholders of Carnival plc

96 101 104

ANNEX A Carnival plc Directors' Report A-1 ANNEX B Carnival plc Directors' Remuneration Report - Part II B-1 ANNEX C Carnival plc Corporate Governance Report C-1 ANNEX D Amendment of the Carnival Corporation 2020 Stock Plan D-1

Carnival Corporation & plc 2021 Proxy Statementi

LETTER TO SHAREHOLDERS FROM THE CHAIR

Dear Fellow Shareholders:

You are cordially invited to attend our joint Annual Meetings of Shareholders at Carnival Place, 3655 NW 87th Avenue, Miami, Florida 33178, United States on Tuesday, April 20, 2021. The meetings will commence at 8:30 a.m., and although there are technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

Details regarding the matters to be voted on are contained in the attached Notices of Annual Meetings of Shareholders and Proxy Statement. Because of the dual listed company arrangement, all voting will take place on a poll (or ballot).

As the current situation with COVID-19 evolves, we continue to closely monitor the public health advisors and governmental regulations and guidelines on holding large public events and gatherings, as well as travel bans. Based on this advice at the time of writing, the Boards have decided to make some changes to the format of the Annual Meetings of Shareholders this year. Please read the section "Safety and Security Measures" included in the Notices of Annual Meetings below for further details on how we plan to conduct the meetings to prioritize the safety and security of our employees, shareholders and other stakeholders.

While we welcome the opportunity to engage with our shareholders in person at the Annual Shareholders Meetings, we strongly encourage shareholders to follow public health advice before deciding whether to attend the meeting or not.

Your vote is important. We encourage you to vote as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meetings of Shareholders.

The Boards will continue to monitor the situation closely and may need to make further adjustments to how the Annual Shareholders Meetings are conducted. Shareholders planning to attend the meeting should therefore check the "Investor Relations" section of our website atwww.carnivalcorp.comorwww.carnivalplc.comfor any updates. The Boards of Directors recommend that you vote in favor of Proposals 1 through 21 and consider their approval to be in the best interests of Carnival Corporation and Carnival plc and their shareholders.

Thank you for your ongoing interest in, and continued support of, Carnival Corporation & plc.

March 11, 2021 Sincerely,

Micky Arison

Chair of the Boards of Directors

Carnival Corporation & plc 2021 Proxy Statement1

VOTING INFORMATION

Your vote is important. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meetings of Shareholders.

Who is Eligible to Vote?

Carnival Corporation Shareholders

Carnival plc Shareholders

You are eligible to vote if you are a shareholder as of 6:30 p.m. (BST) on April 16, 2021.

You are eligible to vote if you were a shareholder as of the close of business (EDT) on

February 19, 2021.

How to Vote?

To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:

Carnival Corporation Shareholders*

Carnival plc Shareholders

•	Using the Internet at	•	Using the Internet at
www.proxyvote.com	www.sharevote.co.uk
•	Calling toll-free	•	Using CREST electronic proxy appointment
1-800-690-6903	service (if you hold your shares through
CREST)
•	Mailing your signed form	•	Mailing your signed proxy form

* If you are a record holder or your bank or broker utilizes Broadridge. Otherwise, your bank or broker will provide you with instructions on how to vote.

All eligible shareholders may vote in person at the 2021 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the "Question and Answers" section.

Important Note: If you plan to attend the 2021 Annual Meetings of Shareholders please see the Notice of Annual Meetings for important details on admission requirements.

Directions

For directions to the 2021 Annual Meetings of Shareholders, you may contact Investor Relations at Carnival Corporation & plc, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428, United States or via email [e-mail].

Enroll for Electronic Delivery

We encourage shareholders to sign up to receive future proxy materials electronically. If you have not already enrolled, please consider doing so as it is simple, saves time and money, and is environmentally friendly.

Carnival Corporation Shareholders

Carnival plc Shareholders

www.investordelivery.comwww.shareview.co.uk

2Carnival Corporation & plc 2021 Proxy Statement