UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-00595 Washington, D.C. 20549 Expires: February 28, 2006 SCHEDULE 14A Estimated average burden hours per response......... 12.75 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule §240.14a-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. o 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: SEC 1913 (03-04) Persons who are to respond to the Collection of information contained in this form are not required to respond unless the form displays a currently valid OMB cotrol number. o Fee paid previously with preliminary materials. o 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: February 14, 2005 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. 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. Last year we held our annual meetings in New York City, and this year we will hold them in Southampton, United Kingdom. The annual meetings will be held at the Queen Elizabeth II Passenger Terminal, Port of Southampton, Dock Gate 4, Ocean Gate, Atlantic Way, in Southampton, United Kingdom on Wednesday, April 13, 2005. The meetings will commence at 3:00 p.m. (UK 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. We are also offering an audio webcast of the annual meetings. If you choose to listen to the webcast, 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 our U.S. shareholders, we will also be hosting an audio webcast of the annual meetings at our headquarters located at 3655 N.W. 87th Avenue in Miami, Florida. Although shareholders will not be able to vote in Miami (they must submit a proxy as described in the Carnival Corporation Notice of Annual Meeting), they will be able to submit questions to the directors in Southampton. We remind our new shareholders that, as a result of our dual listed company, or DLC, structure, the conduct of our shareholder meetings differs from the practice you may be accustomed to as shareholders of other companies. Please see “Questions and Answers about the Proxy Materials and the Annual Meetings” which begins on page 8 for an overview of the main differences. In addition, because this proxy statement complies with the requirements of the U.S. Securities and Exchange Commission, the format of the information for the Carnival plc annual general meeting differs significantly from the format of the information that shareholders of UK companies are accustomed to receiving. 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 3. We are also pleased to offer most Carnival Corporation and all Carnival plc shareholders the opportunity to receive future shareholder communications electronically. By signing up for electronic delivery, shareholders can receive shareholder communications faster and can help your company reduce printing and mailing costs and minimize consumption of natural resources and waste generation. Because of the DLC structure, all voting will take place on a poll (or ballot). Under the DLC structure, shareholders of both companies effectively vote together as a single body on most significant matters, called joint electorate actions. All of the resolutions proposed for this year’s annual meetings are joint electorate actions, which means that Carnival Corporation shareholders will be asked to vote on resolutions for Carnival plc as well on resolutions for Carnival Corporation, and Carnival plc shareholders will be asked to vote on resolutions for Carnival Corporation as well on resolutions for Carnival plc. Please see “Questions and Answers about the Proxy Materials and the Annual Meetings” which begins on page 8 for a discussion of the voting procedures under the DLC structure. The overall results of the joint electorate vote will be announced to the media and the relevant stock exchanges and posted on the websites of Carnival Corporation and Carnival plc as soon as practicable after both shareholder meetings have closed. 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 1-11 (being Carnival plc Resolutions 1-25) 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 1-11 (being Carnival plc Resolutions 1-25). Thank you for your ongoing support of, and continued interest in, Carnival Corporation & plc. Sincerely, 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 12 QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC 15 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 23 PROPOSAL 1 (Resolutions 1-15) ELECTION OR RE-ELECTION OF DIRECTORS 23 PROPOSAL 2 (Resolution 16) APPROVAL OF THE CARNIVAL CORPORATION AMENDED AND RESTATED 2001 OUTSIDE DIRECTOR STOCK PLAN 25 PROPOSAL 3 (RESOLUTION 17) APPROVAL OF THE CARNIVAL PLC 2005 EMPLOYEE SHARE PLAN 29 PROPOSAL 4 (Resolution 18) APPROVAL OF THE CARNIVAL PLC 2005 EMPLOYEE STOCK PURCHASE PLAN 33 PROPOSALS 5 & 6 (ResolutionS 19 & 20) RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION 35 PROPOSAL 7 (Resolution 21) RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC 36 PROPOSAL 8 (RESOLUTION 22) APPROVAL OF DIRECTORS’ REMUNERATION REPORT 36 PROPOSALS 9 & 10 (RESOLUTIONS 23 & 24) APPROVAL OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC 36 PROPOSAL 11 (RESOLUTION 25) GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES 38 BOARD STRUCTURE AND COMMITTEE MEETINGS 39 DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES 42 EXECUTIVE COMPENSATION 44 Option Grants in Last Fiscal Year 46 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values 47 Equity Compensation Plans 50 DEFINED BENEFIT AND OTHER PLANS 51 REPORT OF THE COMPENSATION COMMITTEES 53 STOCK PERFORMANCE GRAPHS 55 INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM 57 REPORT OF THE AUDIT COMMITTEES 59 TRANSACTIONS OF MANAGEMENT AND DIRECTORS 60 CHANGE IN INDEPENDENT AUDITORS 62 Annex A Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan Annex B Carnival plc 2005 Employee Share Plan Annex C Carnival plc 2005 Employee Stock Purchase Plan Annex D Carnival plc Directors’ Report and UK GAAP Summary Financial Information Annex E Carnival plc Directors’ Remuneration Report Annex F Audit Committee Charter Annex G Carnival plc Corporate Governance Report Annex H Environmental Policy 3655 N.W. 87th Avenue Miami, Florida 33178-2428 NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS DATE Wednesday, April 13, 2005 TIME 3:00 p.m. (UK time), being 10:00 a.m. (Miami time) The Carnival Corporation annual meeting will start directly following the annual general meeting of Carnival plc. PLACE Queen Elizabeth II Passenger Terminal Port of Southampton, Dock Gate 4 Ocean Gate Atlantic Way Southampton SO14 2QN United Kingdom WEBCAST www.carnivalcorp.com or www.carnivalplc.com Please note that there will be a live audio webcast of the Carnival Corporation annual meeting and the Carnival plc annual general meeting, at Carnival Corporation’s headquarters located at 3655 N.W.