Carnival: Common Stock Share Sale and Share Purchase Program

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Carnival Corporation announced that Carnival Corporation has filed a prospectus supplement with the United States Securities and Exchange Commission, under which it may offer and sell shares of its common stock  through its agent, BofA Securities, Inc., having an aggregate offering price of up to $500 million from time to time through an “at-the-market” equity offering program.

Carnival Corporation intends to use the net proceeds from the Offering to purchase ordinary shares of Carnival plc on at least an equivalent basis.

Carnival Corporation said it may use the remaining net proceeds, if any, from the Offering for general corporate purposes.

Carnival Corporation intends to sell the Shares in the Offering only when the ordinary shares of Carnival plc are trading in a United Kingdom market at a discount to shares of common stock of Carnival Corporation.

As a result, Carnival Corporation and Carnival plc would derive an economic benefit from the Offering and the use of proceeds therefrom.

To the extent that the trading prices of ordinary shares of Carnival plc increase and are greater than the sale prices for any Shares already sold in the Offering, Carnival Corporation will use the net proceeds from such sales for general corporate purposes. The timing of any sales will depend on a variety of factors.

The maximum number of ordinary shares of Carnival plc which may be purchased under by Carnival Corporation under the Share Purchase Program is 18,383,016 shares, being the maximum permitted pursuant to the share repurchase authority granted at Carnival Corporation’s and Carnival plc’s 2021 annual general meetings.

The Share Purchase Program will run from June 28, 2021, and is currently expected to end no later than January 31, 2022.

All Carnival plc ordinary shares purchased under the Share 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 ordinary shares of Carnival plc will be cancelled or held as treasury shares.

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