Carnival Corp Ltd. 10-K

Item 9A. Controls and Procedures . A. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, 2024, that they are effective as described above. B. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management, with the participation of our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the “COSO Framework”). Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, 2024. Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements incorporated in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of November 30, 2024 as stated in their report, which is shown in Part II, Item 8. Financial Statements and Supplementary Data, in this Form 10-K. C. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Item 9B. Other Information . Trading Plans During the quarter ended November 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . None. 86 PART III Item 10. Directors, Executive Officers and Corporate Governance . Directors Information regarding our directors, as required by Item 10, is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2024 fiscal year. Information About Our Executive Officers The table below sets forth the name, age, years of service and title of each of our executive officers as of January 27, 2025. Titles listed relate to positions within Carnival Corporation and Carnival plc unless otherwise noted. Age Years of Service (a) Title Micky Arison 75 53 Chair of the Boards of Directors David Bernstein 67 26 Chief Financial Officer and Chief Accounting Officer Vice Admiral William R. Burke (Ret.) (b) 68 11 Chief Maritime Officer Bettina Deynes 52 6 Global Chief Human Resources Officer Lars Ljoen (b) 55 9 Chief Operations Officer of Carnival Cruise Line Enrique Miguez 60 27 General Counsel Josh Weinstein 50 22 President, Chief Executive Officer and Chief Climate Officer (a) Years of service with us or Carnival plc predecessor companies. (b) Effective February 1, 2025, Vice Admiral William R. Burke (Ret.) will step down from his role and Lars Ljoen will become an executive officer and assume the role of Chief Maritime Officer. Business Experience of Executive Officers Micky Arison has been Chair of the Boards of Directors since 1990 and a Director since 1987. He was Chief Executive Officer from 1979 to 2013. David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016. William R. Burke, retired Vice Admiral, has been Chief Maritime Officer since 2013. Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human Resources Officer of Carnival Cruise Line from 2019 to 2022. Lars Ljoen has been appointed as our Chief Maritime Officer effective February 1, 2025. He was Chief Operations Officer for Carnival Cruise Line from 2022 to January 2025 and Executive Vice President, Maritime of Carnival Cruise Line from 2018 to 2022. Enrique Miguez has been General Counsel since 2021. He was Vice President and Deputy General Counsel from 2003 to 2021. Josh Weinstein has been President, Chief Executive Officer and Chief Climate Officer since 2022. He was Chief Operations Officer from 2020 to 2022, President of Carnival UK from 2017 to 2022 and Treasurer from 2007 to 2017. 87 Corporate Governance Our Code of Business Conduct and Ethics applies to all our team members and our Boards of Directors and states our commitment to conduct business ethically, without the influence of bribes or acts of corruption. We are committed to complying with the laws prohibiting bribery and other corrupt practices that apply everywhere we operate. Additionally, we provide trainings on anti-corruption laws and regulations and how to identify bribery to our team members. This Code of Business Conduct and Ethics is posted on our website, which is located at www.carnivalcorp.com and www.carnivalplc.com . We intend to satisfy the disclosure requirement under Item 5.05 of the Form 8-K regarding any amendments to, or waivers from, provisions of this Code of Business Conduct and Ethics by posting such information on our website, at the addresses specified above. The additional information required by Item 10 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2024 fiscal year. Item 11. Executive Compensation . The information required by Item 11 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2024 fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . A. Securities Authorized for Issuance under Equity Compensation Plans I. 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, 2024. Plan category Number of securities to be issued upon exercise of warrants and rights (in millions) Weighted-average exercise price of outstanding warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (in millions) (1) Equity compensation plans approved by security holders 9.2 (a) — 24.7 (b) Equity compensation plans not approved by security holders — — — 9.2 — 24.7 (a) Represents 9.2 million of restricted share units outstanding under the Carnival Corporation 2020 Stock Plan. (b) Includes Carnival Corporation common stock available for issuance as of November 30, 2024 as follows: 0.6 million under the Carnival Corporation Employee Stock Purchase Plan, which includes 118,406 subject to purchase during the current purchase period and 24.1 million under the Carnival Corporation 2020 Stock Plan. 88 II. 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, 2024. Plan category Number of securities to be issued upon exercise of warrants and rights (in millions) Weighted-average exercise price of outstanding warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (in millions) (1) Equity compensation plans approved by security holders 2.3 (a) — 11.7 Equity compensation plans not approved by security holders — — — 2.3 — 11.7 (a) Represents 2.3 million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan. The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2024 fiscal year. Items 13 and 14. Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services . The information required by Items 13 and 14 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2024 fiscal year. PART IV Item 15. Exhibits and Financial Statement Schedules . (a) (1) Financial Statements Our Consolidated Financial Statements have been prepared in accordance with Item 8. Financial Statements and Supplementary Data and are included beginning on page 48 of this report. (2) Financial Statement Schedules None. (3) Exhibits The exhibits listed below on the Index to Exhibits are filed or incorporated by reference as part of this Form 10-K. 89 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith Articles of incorporation and by-laws 3.1 Third Amended and Restated Articles of Incorporation of Carnival Corporation. 8-K 3.1 4/17/03 3.2 Third Amended and Restated By-Laws of Carnival Corporation. 8-K 3.1 4/20/09 3.3 Articles of Association of Carnival plc. 8-K 3.3 4/20/09 Instruments defining the rights of security holders, including indenture 4.1 Agreement of Carnival Corporation and Carnival plc, dated January 3, 2024 to furnish certain debt instruments to the Securities and Exchange Commission. X 4.2 Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises Shareholders. 10-Q 4.1 10/15/03 4.3 Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc. 10-Q 4.2 10/15/03 4.4 Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc. S-4 4.3 5/30/03 4.5 Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc. S-3 & F-3 4.10 6/19/03 4.6 Specimen Carnival Corporation Common Stock Certificate. S-3 & F-3 4.16 6/19/03 4.7 Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer agent. 8-K 4.1 4/17/03 4.8 Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee. 8-K 4.2 4/17/03 90 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith 4.9 SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C. 8-K 4.3 4/17/03 4.10 Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued thereunder. Post Amend- ment to Form F-6 99-a 4/15/03 4.11 Specimen Carnival plc Ordinary Share Certificate. S-3 4.1 7/2/09 4.12 Description of Equity Securities Registered under Section 12 of the Exchange Act. 10-K 4.12 1/28/20 4.13 Description of 1.000% Senior Notes Due 2029. 10-K 4.15 1/28/20 Material contracts 10.1* Form of Appointment Letter for Non-Executive Directors. 10-Q 10.1 6/27/08 10.2* Form of Appointment Letter for Executive Directors. 10-Q 10.2 6/27/08 10.3 Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison (incorporated by reference to Exhibit 10.2 of Carnival Corporation’s Quarterly Report on Form 10-Q for the period ended May 31, 2002). 10-Q 10.2 7/12/02 10.4* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan. 10-Q 10.3 7/10/20 10.5* Carnival Corporation 2020 Stock Plan. 10-Q 10.5 7/10/20 10.6# Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc and the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. Bank National Association, as security agent. 10-Q 10.6 7/10/20 91 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith 10.7 Indenture dated as of November 25, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the U.S. dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625% Senior Unsecured Notes due 2026. 10-K 10.52 1/26/21 10.8 Indenture dated as of February 16, 2021 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 5.75% Senior Unsecured Notes due 2027. 10-Q 10.1 4/7/21 10.9* Amendment of the Carnival Corporation 2020 Stock Plan. 10-Q 10.1 6/28/21 10.10 Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 4.00% First-Priority Senior Secured Notes due 2028. 10-Q 10.3 9/30/21 10.11 Indenture dated as of November 2, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 6.000% Senior Unsecured Notes due 2029. 8-K 10.1 11/2/21 10.12* Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers. 10-Q 10.4 3/28/22 10.13 Indenture, dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030. 8-K 10.1 5/25/22 10.14* Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 2022. 10-Q 10.1 6/29/22 10.15* Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan. 10-Q 10.2 9/30/22 92 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith 10.16 Indenture dated as of October 25, 2022, among Carnival Holdings (Bermuda) Limited, as issuer, Carnival Corporation, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028. 8-K 10.1 10/25/22 10.17 Indenture, dated as of November 18, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the issuance 5.75% Convertible Senior Notes due 2027. 8-K 10.1 11/18/22 10.18* Form of 2022 Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.1 3/29/23 10.19* Form of 2022 Management Incentive Plan-Tied Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.3 3/29/23 10.20 Facilities Agreement, dated as of February 28, 2023, among Carnival Holdings (Bermuda) II Limited, as borrower, Carnival Corporation, Carnival plc, the other guarantors party thereto, the lender parties thereto and J.P. Morgan SE, as facilities agent. 10-Q 10.5 3/29/23 10.21* Amendment of the 2020 Stock Plan. 10-Q 10.1 6/28/23 10.22* Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.2 6/28/23 10.23* Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.3 6/28/23 10.24 Term Loan Agreement, dated as of August 8, 2023, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. Bank Trust Company, National Association, as security agent. 10-Q 10.2 9/29/23 10.25 Indenture, dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, related to the 7.000% First-Priority Senior Secured Notes due 2029. 10-Q 10.3 9/29/23 93 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith 10.26 Repricing Amendment No. 1, dated as of April 25, 2024, to Term Loan Agreement, dated as of August 8, 2023, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. 10-Q 10.1 6/27/24 10.27 Repricing Amendment No. 6, dated as of April 25, 2024, to Term Loan Agreement, dated as of June 30, 2020, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. 10-Q 10.2 6/27/24 10.28 Indenture, dated as of April 25, 2024, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.750% Senior Unsecured Notes due 2030. 10-Q 10.3 6/27/24 10.29* Carnival Corporation & plc Management Incentive Plan (as amended on April 3, 2024). 10-Q 10.4 6/27/24 10.30* Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.5 6/27/24 10.31* Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.6 6/27/24 10.32* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan. 10-Q 10.7 6/27/24 10.33 Amendment Letter dated March 28, 2024 to Facilities Agreement dated February 28, 2023, among Carnival Holdings (Bermuda) II Limited as borrower, Carnival Corporation, Carnival plc, the lenders from time to time party thereto and J.P. Morgan SE as facilities agent. 10-Q 10.1 9/30/24 Insider Trading Policies and Procedures 19 Carnival Corporation & plc Securities Trading Polic y. X Subsidiaries of the registrants 21 Subsidiaries of Carnival Corporation and Carnival plc. X Consents of experts and counsel 94 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith 23.1 Consent of Independent Registered Public Accounting Firm - Deloit te & Touche LLP . X 23.2 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP. X Power of attorney 24 Power of Attorney given by certain Directors of Carnival Corporation and Carnival plc to Josh Weinstein, David Bernstein and Enrique Miguez authorizing such persons to sign this 2024 joint Annual Report on Form 10-K and any future amendments on their behalf. X Rule 13a-14(a)/15d-14(a) certifications 31.1 Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.3 Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.4 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X Section 1350 certifications 32.1** Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2** Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 95 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith 32.3** Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.4** Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X Policy Relating to Recovery of Erroneously Awarded Compensation 97 Carnival Corporation & plc Clawback Policy. 10-K 97 1/26/24 Interactive data file 101 The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2024, as filed with the SEC on January 27, 2025 formatted in Inline XBRL, are as follows: (i) the Consolidated Statements of Income (Loss) for the years ended November 30, 2024, 2023 and 2022; X (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended November 30, 2024, 2023 and 2022; X (iii) the Consolidated Balance Sheets at November 30, 2024 and 2023; X (iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2024, 2023 and 2022; X (v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2024, 2023 and 2022 and X (vi) the notes to the consolidated financial statements, tagged in summary and detail. X 104 The cover page from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2024, as filed with the Securities and Exchange Commission on January 27, 2025, formatted in Inline XBRL (included as Exhibit 101) * Indicates a management contract or compensation plan or arrangement. ** These items are furnished and not filed. # Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Item 16. Form 10-K Summary . None. 96 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CARNIVAL CORPORATION CARNIVAL PLC /s/ Josh Weinstein /s/ Josh Weinstein Josh Weinstein Josh Weinstein President, Chief Executive Officer and President, Chief Executive Officer and Chief Climate Officer and Director Chief Climate Officer and Director January 27, 2025 January 27, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each of the registrants and in the capacities and on the dates indicated. CARNIVAL CORPORATION CARNIVAL PLC /s/ Josh Weinstein /s/ Josh Weinstein Josh Weinstein Josh Weinstein President, Chief Executive Officer and President, Chief Executive Officer and Chief Climate Officer and Director Chief Climate Officer and Director January 27, 2025 January 27, 2025 /s/ David Bernstein /s/ David Bernstein David Bernstein David Bernstein Chief Financial Officer and Chief Accounting Officer Chief Financial Officer and Chief Accounting Officer January 27, 2025 January 27, 2025 /s/*Micky Arison /s/*Micky Arison Micky Arison Micky Arison Chair of the Board of Chair of the Board of Directors Directors January 27, 2025 January 27, 2025 /s/*Sir Jonathon Band /s/*Sir Jonathon Band Sir Jonathon Band Sir Jonathon Band Director Director January 27, 2025 January 27, 2025 /s/*Jason Glen Cahilly /s/*Jason Glen Cahilly Jason Glen Cahilly Jason Glen Cahilly Director Director January 27, 2025 January 27, 2025 /s/*Nelda Connors /s/*Nelda Connors Nelda Connors Nelda Connors Director Director January 27, 2025 January 27, 2025 97 /s/*Helen Deeble /s/*Helen Deeble Helen Deeble Helen Deeble Director Director January 27, 2025 January 27, 2025 /s/*Jeffrey J. Gearhart /s/*Jeffrey J. Gearhart Jeffrey J. Gearhart Jeffrey J. Gearhart Director Director January 27, 2025 January 27, 2025 /s/*Katie Lahey /s/*Katie Lahey Katie Lahey Katie Lahey Director Director January 27, 2025 January 27, 2025 /s/*Sara Mathew /s/*Sara Mathew Sara Mathew Sara Mathew Director Director January 27, 2025 January 27, 2025 /s/*Stuart Subotnick /s/*Stuart Subotnick Stuart Subotnick Stuart Subotnick Director Director January 27, 2025 January 27, 2025 /s/*Laura Weil /s/*Laura Weil Laura Weil Laura Weil Director Director January 27, 2025 January 27, 2025 /s/*Randall Weisenburger /s/*Randall Weisenburger Randall Weisenburger Randall Weisenburger Director Director January 27, 2025 January 27, 2025 *By: /s/ Enrique Miguez *By: /s/ Enrique Miguez Enrique Miguez Enrique Miguez (Attorney-in-fact) (Attorney-in-fact) January 27, 2025 January 27, 2025 98