SEC Filing | Carnival Corporation & plc

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[LOGO CARNIVAL CORPORATION]

March __, 2004

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, our intention is 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 Southampton, England, and this year we will be holding them
in New York City.

The annual meetings will be held at Pier 88, New York City Passenger
Ship Terminal in New York City on Thursday, April 22, 2004. The meetings will
commence at 10:00 a.m. (New York 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. Following the
annual meetings, our shareholders will have the opportunity to tour the Queen
Mary 2. Details are included in our mailing materials.

We remind our new shareholders that, as a result of our dual listed
company, or DLC, structure, the conduct of our shareholders meetings differs
from practice you may be accustomed to as shareholders of other companies.
Please see "QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETINGS"
which begins on page __ 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 us reduce our printing and mailing costs.
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 ANNUAL MEETINGS"
which begins on page __ 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 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 RECOMMEND THAT YOU VOTE "FOR" CARNIVAL
CORPORATION PROPOSALS 1-7, WHICH ARE CARNIVAL PLC RESOLUTIONS 1-20.

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

Sincerely,

/s/ Micky Arison
---------------------
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....................13

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC............................16

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............18

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................23

PROPOSAL 1 (RESOLUTIONS 1-14) ELECTION OR RE-ELECTION OF DIRECTORS...........23

PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16) RATIFICATION OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR CARNIVAL CORPORATION AND RE-APPOINTMENT OF
INDEPENDENT AUDITORS FOR CARNIVAL PLC..................................25

PROPOSAL 4 (RESOLUTION 17) RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC....25

PROPOSAL 5 (RESOLUTION 18) APPROVAL OF DIRECTORS' REMUNERATION REPORT.........26

PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20) APPROVAL OF LIMITS ON THE AUTHORITY
TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION
RIGHTS FOR CARNIVAL PLC................................................26

BOARD STRUCTURE AND COMMITTEE MEETINGS........................................28

COMPENSATION OF DIRECTORS.....................................................33

EXECUTIVE COMPENSATION........................................................34

OPTION GRANTS IN LAST FISCAL YEAR.............................................36

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES..........................................................37

CARNIVAL PLC LONG-TERM INCENTIVE PLANS........................................37

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...................41

EQUITY COMPENSATION PLANS.....................................................41

DEFINED BENEFIT AND OTHER PLANS...............................................43

REPORT OF THE COMPENSATION COMMITTEES.........................................46

STOCK PERFORMANCE GRAPHS......................................................48

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS......................................50

REPORT OF THE AUDIT COMMITTEES................................................52

TRANSACTIONS OF MANAGEMENT AND DIRECTORS......................................53

CHANGE IN INDEPENDENT AUDITORS................................................56

Annex A Carnival plc UK Report and UK GAAP Summary Financial Statement
(excluding Directors' Remuneration Report)
Annex B Carnival plc Directors' Remuneration Report
Annex C Audit Committee Charter
Annex D Carnival plc Corporate Governance Report
Annex E Environmental Policy

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[CARNIVAL CORPORATION LOGO]

3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428

_________________

NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

_________________

DATE Thursday, April 22, 2004

TIME 10:00 a.m. (New York time)

The Carnival Corporation annual meeting will start
directly following the annual general meeting of Carnival
plc.

PLACE Pier 88, New York City Passenger Ship Terminal 711 12th
Avenue New York, New York U.S.A.

WEBCAST www.carnivalcorp.com

ITEMS OF BUSINESS 1. To elect and re-elect 14 directors to the boards of
each of Carnival Corporation and Carnival plc;

2. To appoint the independent auditors for Carnival plc
and to ratify the selection of independent certified
public accountants for Carnival Corporation;

3. To authorize the audit committee of Carnival plc to
agree the remuneration of the independent auditors;

4. To receive the UK accounts and reports for Carnival
plc for the financial period ended November 30, 2003
(in accordance with legal requirements applicable to
UK companies);

5. To approve the directors' remuneration report of
Carnival plc (in accordance with legal requirements
applicable to UK companies);

6. To approve limits on the authority to allot shares by
Carnival plc (in accordance with customary practice
for UK companies);

7. To approve the disapplication of pre-emption rights
for Carnival plc

shares (in accordance with customary practice for
UK companies);

8. To transact such other business as may properly come
before the meeting.

RECORD DATE You are entitled to vote your Carnival Corporation shares
if you were a shareholder at the close of business on
February 23, 2004.

MEETING ADMISSION Attendance at the meeting is limited to shareholders. Each
Carnival Corporation shareholder may be asked to present
valid picture identification, such as a driver's license
or passport. Shareholders holding shares in brokerage
accounts ("under a street name") will need to bring a copy
of a brokerage statement reflecting share ownership as of
the record date.

VOTING BY PROXY Please submit a proxy as soon as possible so that your
shares can be voted at the meeting in accordance with your
instructions. For specific instructions, please refer to
the Questions and Answers beginning on page __ of this
proxy statement and the instructions on your proxy card.

On behalf of the Board of Directors

/s/ Arnaldo Perez
----------------------------
ARNALDO PEREZ
SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY

A proxy statement and proxy card are enclosed. All Carnival Corporation
shareholders are urged to follow the instructions attached to the proxy card and
complete, sign, date and mail the proxy card promptly. The enclosed envelope for
return of the proxy card requires no postage. Any shareholder attending the
meeting may personally vote on all matters that are considered, in which event
the signed proxy will be revoked.

This proxy statement and accompanying proxy card are being distributed
on or about March __, 2004.

CARNIVAL PLC
CARNIVAL HOUSE
5 GAINSFORD STREET
LONDON SE1 2NE
UNITED KINGDOM

_________________

NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS

_________________

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc
will be held at Pier 88, New York City Passenger Ship Terminal, 711 12th Avenue,
in New York City, U.S.A. on April 22, 2004 at 10:00 a.m. (New York time) for the
purpose of considering and, if thought fit, passing the resolutions described
below:

o Resolutions 1 through 19 will be proposed as ordinary resolutions. For
ordinary resolutions, the required majority is more than 50% of the
combined votes cast at this meeting and Carnival Corporation's annual
meeting.

o Resolution 20 will be proposed as a special resolution. For special
resolutions, the required majority is not less than 75% of the combined
votes cast at this meeting and Carnival Corporation's annual meeting.

TO CONSIDER THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS:

ELECTION AND RE-ELECTION OF DIRECTORS

1. To re-elect Micky Arison as a director of Carnival Corporation and as a
director of Carnival plc.

2. To re-elect Ambassador Richard G. Capen, Jr. as a director of Carnival
Corporation and as a director of Carnival plc.

3. To re-elect Robert H. Dickinson as a director of Carnival Corporation
and as a director of Carnival plc.

4. To re-elect Arnold W. Donald as a director of Carnival Corporation and
as a director of Carnival plc.

5. To re-elect Pier Luigi Foschi as a director of Carnival Corporation and
as a director of Carnival plc.

6. To re-elect Howard S. Frank as a director of Carnival Corporation and
as a director of Carnival plc.

7. To re-elect Baroness Hogg as a director of Carnival Corporation and as
a director of Carnival plc.

8. To re-elect A. Kirk Lanterman as a director of Carnival Corporation and
as a director of Carnival plc.

9. To re-elect Modesto A. Maidique as a director of Carnival Corporation
and as a director of Carnival plc.

10. To elect John P. McNulty as a director of Carnival Corporation and as a
director of Carnival plc.

11. To re-elect Peter Ratcliffe as a director of Carnival Corporation and
as a director of Carnival plc.

12. To re-elect Sir John Parker as a director of Carnival Corporation and
as a director of Carnival plc.

13. To re-elect Stuart Subotnick as a director of Carnival Corporation and
as a director of Carnival plc.

14. To re-elect Uzi Zucker as a director of Carnival Corporation and as a
director of Carnival plc.

RE-APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITOR AND RATIFICATION OF
CARNIVAL CORPORATION AUDITOR

15. To appoint PricewaterhouseCoopers LLP as independent auditors of
Carnival plc for the period commencing upon the conclusion of the
meeting until the conclusion of the next general meeting at which the
accounts of Carnival plc are laid and to ratify the selection of
PricewaterhouseCoopers LLP as independent certified public accountants
of Carnival Corporation for the period commencing upon the conclusion
of the meeting until the conclusion of the next annual meeting of
Carnival Corporation after the date on which this resolution is passed.

16. To authorize the audit committee of the board of directors of Carnival
plc to agree the remuneration of the independent auditors.

ACCOUNTS AND REPORTS

17. To receive the UK accounts of Carnival plc and the reports of the
directors and the auditors of Carnival plc for the financial period
ended November 30, 2003.

DIRECTORS' REMUNERATION REPORT

18. To approve the directors' remuneration report of Carnival plc as set
out in the accounts and the reports of the directors and the auditors
for the financial period ended November 30, 2003.

ALLOTMENT OF SHARES

19. THAT the authority and power conferred on the directors by Article 30
of Carnival plc's articles of association be renewed for a period
commencing at the end of the meeting and expiring at the end of the
next annual general meeting of Carnival plc after the date on which
this resolution is passed and for that period the section 80 amount
shall be U.S. $[25,000,452].

TO CONSIDER THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

DISAPPLICATION OF PRE-EMPTION RIGHTS

20. THAT subject to passing ordinary resolution 20 set out in the notice,
the power conferred on the directors by Article 31 of Carnival plc's
articles of association be renewed for a period commencing at the end
of the meeting and expiring at the end of the next annual general
meeting of Carnival plc after the date on which this resolution is
passed and for that period the section 89 amount shall be U.S.
$[17,499,977].

By Order of the Board Registered Office:

Arnaldo Perez Carnival House
Company Secretary 5 Gainsford Street
London SE1 2NE

March 1, 2004 United Kingdom

Registered Number 4039524

VOTING ARRANGEMENTS FOR CARNIVAL PLC SHAREHOLDERS

Carnival plc shareholders can vote in either of two ways:

o by attending the meeting and voting in person or by attorney or, in the
case of corporate shareholders, by corporate representatives; or

o by appointing a proxy to attend and vote on their behalf, using the
proxy form enclosed with this notice of annual general meeting.

VOTING IN PERSON (OR BY ATTORNEY)

If you come to the annual general meeting, please bring the attendance
card (attached to the enclosed proxy form) with you. This will mean you can
register more quickly. If you appoint an attorney to attend instead of you he or
she should bring an original or certified copy of the power of attorney under
which you have authorized them to attend and vote.

In order to attend and vote at the annual general meeting, a corporate
shareholder may appoint an individual to act as its representative. The
appointment must comply with the requirements of the Companies Act 1985. The
representative should bring evidence of their appointment, including any
authority under which it is signed, to the meeting. If you are a corporation and
considering appointing a corporate representative to represent you and vote your
shareholding in Carnival plc at the annual general meeting you are strongly
encouraged to pre-register your corporate representative to make registration on
the day of the meeting more efficient. In order to pre-register, you would need
to fax your Letter of Representation to Carnival plc's registrar, Lloyds TSB
Registrars, on (0)1903 833085 from within the UK or +44 1903 833085 from
elsewhere.

Please note that there will be a live webcast of the Carnival plc
annual general meeting and the Carnival Corporation annual meeting, which you
can listen to at _____________, Southampton, England, from 3:00 p.m. (London
time). All Carnival plc and Carnival Corporation shareholders and their guests
are welcome to attend, although only Carnival plc and Carnival Corporation
shareholders will be able to submit questions to the directors. Please note
further that only shareholders attending the meetings to be held in New York
will be able to vote in person. Accordingly, Carnival plc shareholders attending
the webcast of the meetings in Southampton will need to submit a proxy (see
below) to make their vote count.

VOTING BY PROXY

A shareholder entitled to attend and vote at the meeting is entitled to
appoint one or more proxies to attend and (on a poll) vote instead of him. A
proxy need not be a shareholder of Carnival plc.

To be effective, a duly completed proxy form and the authority (if any)
under which it is signed, or a notarially certified copy of such authority, must
be deposited (whether delivered personally or by post) at the offices of
Carnival plc's registrars, Lloyds TSB Registrars, The Causeway, Worthing, West
Sussex, BN99 6DA, UK as soon as possible and in any event no later than 3:00
p.m. (UK time) on April 20, 2004.

Alternatively, a proxy vote may be submitted via the Internet in accordance with
the instructions set out on the proxy form.

In the case of joint registered holders, the signature of one holder on
a proxy card will be accepted and the vote of the senior holder who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders. For this purpose, seniority shall be
determined by the order in which names stand on the register of members of
Carnival plc in respect of the relevant joint holding.

In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with CRESTCo's specifications and
must contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the appointment
of a proxy or to an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be received by the
issuer's agent (ID 7RA01) by the latest time(s) for receipt of proxy
appointments specified in the notice of meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting
service providers should note that CRESTCo does not make available special
procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST
system and timings.

Carnival plc may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

Carnival plc, pursuant to Regulation 41of the Uncertificated Securities
Regulations 2001, specifies that only those shareholders registered in the
register of members of Carnival plc at 11:00 p.m. on April 20, 2004 shall be
entitled to attend or vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to the entries on the register of
members after 11:00 p.m. on April 20, 2004 shall be disregarded in determining
the rights of any person to attend or vote at the meeting.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection
during normal business hours on any weekday (public holidays excluded) at the
registered office of Carnival plc from the date of this notice until and
including the date of the meeting and at the place of the meeting for at least
15 minutes prior to and during the meeting:

o the register of interests of directors in the share capital of Carnival
plc; and

o copies of all service agreements (including letters of appointment)
between each director and Carnival plc.

* * *

There are 20 Resolutions that require shareholder approval at the
annual meetings this year. The directors unanimously recommend that you vote in
favour of Resolutions 1-20 (inclusive), and encourage you to submit your vote
using one of the voting methods described herein. Submitting your voting
instructions by any of these methods will not affect your right to attend the
meeting in person should you so choose.

QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS

Q: WHY AM I RECEIVING THESE MATERIALS?

A: The board of directors of each of Carnival Corporation and Carnival plc
(together, "Carnival Corporation & plc," "we" or "us") is providing
these proxy materials to you in connection with our joint annual
meetings of shareholders on Thursday, April 22, 2004. The annual
meetings will be held at Pier 88, New York City Passenger Ship
Terminal, 711 12th Avenue, in New York City. The meetings will commence
at 10:00 a.m. (New York 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. For our UK shareholders, we will be hosting the webcast of
the annual meeting at [__________] in Southampton, England.
Shareholders in Southampton will be able to submit questions to the
directors in New York, but will not be able to vote at that meeting.

Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?

A: The information included in this proxy statement relates to the
proposals to be voted on at the meetings, the voting process, the
compensation of directors and our most highly paid executive officers
and certain other information required by U.S. Securities and Exchange
Commission rules applicable to both companies. We have attached as
Annexes A, B and D to this proxy statement information that Carnival
plc is required to provide to its shareholders under applicable UK
rules. Annex C is the charter of our Audit Committees (as revised on
January 19, 2004) and Annex E is our Environmental Policy.

Q: WHAT PROPOSALS WILL BE VOTED ON AT EACH OF THE MEETINGS?

A: The proposals to be voted on at each of the meetings are set out in the
notices of meetings starting on pages 1 and 3 of this proxy statement.

Q: WHAT IS THE VOTING RECOMMENDATION OF THE BOARDS OF DIRECTORS?

A: Your boards of directors recommend that you vote "FOR" all of the
proposals described in this proxy statement.

Q: HOW DOES THE DLC STRUCTURE AFFECT MY VOTING RIGHTS?

A: On most matters that affect all of the shareholders of Carnival
Corporation and Carnival plc, the shareholders of both companies
effectively vote together as a single decision-making body. These
matters are called "joint electorate actions." Combined voting is
accomplished through the special voting shares that have been issued by
each company. Certain matters specified in the organizational documents
of Carnival Corporation and Carnival plc where the interests of the two
shareholder bodies may diverge are called "class rights actions." These
class rights actions are voted on separately by the shareholders of
each company. If either group of shareholders does not approve a class
rights action, that action generally cannot be taken by either company.
All of the proposals to be voted on at these annual meetings are joint
electorate actions, and there are no class rights actions.

Q: GENERALLY, WHAT ACTIONS ARE JOINT ELECTORATE ACTIONS?

A: Any resolution to approve an action other than a class rights action or
a procedural resolution (described below) is designated as a joint
electorate action. The actions designated as joint electorate actions
include:

o the appointment, removal or re-election of any director of
either or both companies;

o if required by law, the receipt or adoption of the annual
accounts of both companies;

o the appointment or removal of the independent auditors of
either company;

o a change of name by either or both companies; or

o the implementation of a mandatory exchange of Carnival plc
shares for Carnival Corporation shares based on a change in
tax laws, rules or regulations.

The relative voting rights of Carnival plc shares and Carnival
Corporation shares are equalized based on a ratio which we refer to as
the "equalization ratio." Based on the current equalization ratio of
1:1, each Carnival Corporation share has the same voting rights as one
Carnival plc share on joint electorate actions.

Q: HOW ARE JOINT ELECTORATE ACTIONS VOTED ON?

A: Joint electorate actions are voted on as follows:

o Carnival plc shareholders vote at the annual general meeting
of Carnival plc (whether in person or by proxy). Voting is on
a poll (or ballot) which remains open for sufficient time to
allow the vote at the Carnival Corporation meeting to be held
and reflected in the Carnival plc meeting through the
mechanism of the special voting share. An equivalent vote is
cast at the subsequent Corporation meeting on each of the
corresponding resolutions through a special voting share
issued by Carnival Corporation; and

o Carnival Corporation shareholders vote at the Carnival
Corporation annual meeting (whether in person or by proxy).
Voting is by ballot (or on a poll) which remains open for
sufficient time to allow the vote at the Carnival plc meeting
to be held and reflected in the Carnival Corporation meeting
through the mechanism of the special voting share. An
equivalent vote is cast on the corresponding resolutions at
the Carnival plc meeting through a special voting share issued
by Carnival plc.

A joint electorate action is approved if it is approved by:

o a simple majority of the votes cast in the case of an ordinary
resolution (or not less than 75% of the votes cast in the case
of a special resolution if required by applicable law and
regulations or Carnival plc's articles) by the holders of
Carnival plc's shares and the holder of the Carnival plc
special voting share as a single class at a meeting at which a
quorum was present and acting;

o a simple majority of the votes cast (or other majority if
required by applicable law and regulations or the Carnival
Corporation articles and by-laws) by the holders of Carnival
Corporation shares and the holder of the Carnival Corporation
special voting share, voting as a single class at a meeting
which a quorum was present and acting; and

o a minimum of one-third of the total votes available to be
voted by the combined shareholders must be cast on each
resolution for it to be effective. Formal abstentions (or
votes withheld) by a shareholder on a resolution will be
counted as having been "cast" for this purpose.

Q: HOW ARE THE DIRECTORS OF EACH COMPANY ELECTED OR RE-ELECTED?

A: Resolutions relating to the election or re-election of directors are
considered as joint electorate actions. No person may be a member of
the board of directors of Carnival Corporation or Carnival plc without
also being a member of the board of directors of the other company.
There

are 14 nominees for election or re-election to the board of directors
of each company this year. Each nominee currently serves as a director
of Carnival Corporation and Carnival plc. All directors are to be
elected or re-elected to serve until the next annual meetings and until
their successors are elected.

Q: WHAT VOTES ARE REQUIRED TO ELECT DIRECTORS OR APPROVE THE OTHER
PROPOSALS?

A: Proposal 7 (which is Resolution 20) is required to be approved by 75%
of the combined votes cast at both meetings.

Each of the other proposals, including the election or re-election of
directors, requires the approval of a majority of the combined votes
cast at both meetings. Abstentions (including votes withheld) and
broker non-votes are not deemed votes cast for purposes of calculating
the vote, but do count for the purpose of determining whether a quorum
is present.

If you are a beneficial owner of Carnival Corporation shares and do not
provide the shareholder of record with a signed voting instruction
card, your shares may constitute broker non-votes, as described in "HOW
IS THE QUORUM DETERMINED?" In tabulating the voting result for any
particular proposal, shares which constitute broker non-votes are not
deemed cast for purposes of calculating the vote.

Q: GENERALLY, WHAT ARE PROCEDURAL RESOLUTIONS?

A: Procedural resolutions are resolutions of a procedural or technical
nature that do not adversely affect the shareholders of the other
company in any material respect and are put to the shareholders at a
meeting. The special voting shares do not represent any votes on
"procedural resolutions." The chairman of each of the meetings will
determine whether a resolution is a procedural resolution.

To the extent that such matters require the approval of the
shareholders of either company, any of the following will be procedural
resolutions:

o that certain people be allowed to attend or be excluded from
attending the meeting;

o that discussion be closed and the question put to the vote
(provided no amendments have been raised);

o that the question under discussion not be put to the vote
(where a shareholder feels the original motion should not be
put to the meeting at all, if such original motion was brought
during the course of that meeting);

o to proceed with matters in an order other than that set out in
the notice of the meeting;

o to adjourn the debate (for example, to a subsequent meeting);
and

o to adjourn the meeting.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?

A: The voting results will be announced to the media and the relevant
stock exchanges and posted on the website of Carnival Corporation
(www.carnivalcorp.com) and Carnival plc (www.carnivalplc.com), after
both shareholder meetings have closed. The results will also be
published in our quarterly report on Form 10-Q for the second quarter
of fiscal 2004 ending May 31, 2004.

Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETINGS?

A: The quorum requirement for holding the meetings and transacting
business at the meetings is one-third of the total votes of all
shareholders of both companies entitled to be voted. Shareholders may
be present in person (or by attorney) or represented by proxy at the
meetings.

Q: HOW IS THE QUORUM DETERMINED?

A: For purposes of determining a quorum with respect to joint electorate
actions, the special voting shares have the maximum number of votes
attached to them as were cast on such joint electorate actions, either
for, against or abstained, at the parallel shareholder meeting of the
other company, and such maximum number of votes (including abstentions)
constitutes shares entitled to vote and present for purposes of
determining whether a quorum exists at such meeting.

In order for a quorum to be validly constituted with respect to
meetings of shareholders convened to consider a joint electorate action
or class rights action, the special voting entities must be present.

Abstentions (including votes withheld) and broker non-votes are counted
as present for the purpose of determining the presence of a quorum.
Generally, broker non-votes occur when shares held by a broker for a
beneficial owner are not voted with respect to a particular proposal
because (1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting power to
vote such shares.

Q: IS MY VOTE CONFIDENTIAL? A: Proxy instructions, ballots and voting
tabulations that identify individual shareholders are handled in a
manner that protects your voting privacy. Your vote will not be
disclosed to third parties except (1) as necessary to meet applicable
legal requirements, (2) to allow for the tabulation of votes and
certification of the vote or (3) to facilitate a successful proxy
solicitation by our boards of directors. Occasionally, shareholders
provide written comments on their proxy card which are then forwarded
to management.

Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETINGS?

A: We will pay the entire cost of preparing, assembling, printing, mailing
and distributing these proxy materials and soliciting votes for the
meetings. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses
for forwarding proxy materials to shareholders.

Q: CAN I VIEW THE PROXY MATERIALS ELECTRONICALLY?

A: This proxy statement will be posted on our websites at
www.carnivalcorp.com and www.carnivalplc.com. We encourage you to take
advantage of the convenience of accessing these materials through the
Internet as it is simple and fast to use, saves time and money, and is
environmentally friendly.

Q: WHAT REPORTS ARE FILED BY CARNIVAL CORPORATION AND CARNIVAL PLC WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HOW CAN I OBTAIN
COPIES?

A: We file joint annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K with the U.S. Securities and
Exchange Commission. Copies of the Carnival Corporation & plc annual
report on Form 10-K for the year ended November 30, 2003 (not including
documents incorporated by reference), as well as any quarterly reports
on Form 10-Q or current reports on Form 8-K, as filed with the U.S.
Securities and Exchange Commission can be

viewed or obtained without charge through the U.S. Securities and
Exchange Commission's website www.sec.gov (under Carnival Corporation
or Carnival plc) or at one of our websites, www.carnivalcorp.com or
www.carnivalplc.com. Copies will also be provided to shareholders
without charge upon written request to Investor Relations, Carnival
Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 or
Carnival plc, Carnival House, 5 Gainsford Street, London SE1 2NE,
United Kingdom. We encourage you to take advantage of the convenience
of accessing these materials through the Internet as it is simple and
fast to use, saves time and money, and is environmentally friendly.

Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETINGS?

A: Carnival Corporation shareholders and Carnival plc shareholders (to the
extent permitted under Carnival plc's governing documents and UK law)
may submit proposals for consideration at future shareholder meetings,
including director nominations. In order for shareholder proposals to
be considered for inclusion in our proxy statement for next year's
annual meetings, the written proposals must be received by our
Secretary no later than November 7, 2004. Such proposals also will need
to comply with U.S. Securities and Exchange Commission regulations and
UK corporate law requirements regarding the inclusion of shareholder
proposals in company sponsored proxy materials. Any proposal of
shareholders to be considered at next year's meetings, but not included
in our proxy statement, must be submitted in writing by January 21,
2005.

Q: MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?

A: You may propose director candidates for consideration by our board's
Nominating & Governance Committee. In order to have a nominee
considered by the Nominating & Governance Committee for election at the
2005 annual meetings you must submit your recommendation in writing to
the attention of our Secretary at our headquarters not later than
November 7, 2004. Any such recommendation must include:

o the name and address of the candidate;

o a brief biographical description, including his or her
occupation for at least the last five years, and a statement
of the qualifications of the candidate, taking into account
the factors referred to below in "BOARD STRUCTURE AND
COMMITTEE MEETINGS -- NOMINATIONS OF DIRECTORS"; and

o the candidate's signed consent to serve as a director if
elected and to be named in the proxy statement.

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION

Carnival plc shareholders should refer to the "QUESTIONS SPECIFIC TO
SHAREHOLDERS OF CARNIVAL PLC" beginning on page __.

Q: WHAT CARNIVAL CORPORATION SHARES OWNED BY ME CAN BE VOTED?

A: All Carnival Corporation shares owned by you as of February 23, 2004,
the record date, may be voted by you. These shares include those (1)
held directly in your name as the shareholder of record, including
shares purchased through Carnival Corporation's Dividend Reinvestment
Plan and its Employee Stock Purchase Plan and (2) held for you as the
beneficial owner though a stockbroker, bank or other nominee.

Q: WILL I BE ASKED TO VOTE AT THE CARNIVAL PLC ANNUAL MEETING?

A: No. Your vote at the Carnival Corporation annual meeting, for purposes
of determining the outcome of combined voting, is automatically
reflected as appropriate at the parallel annual meeting of Carnival plc
through the mechanism of the special voting share issued by Carnival
plc.

Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF
RECORD AND AS A BENEFICIAL OWNER?

A: Most of the shareholders of Carnival Corporation hold their shares
through a stockbroker, bank or other nominee rather than directly in
their own name. As summarized below, there are some distinctions
between shares held of record and those owned beneficially.

SHAREHOLDER OF RECORD

If your shares are registered directly in your name with Carnival
Corporation's transfer agent, SunTrust Bank, you are considered, with
respect to those shares, the shareholder of record, and these proxy
materials are being sent directly to you by us. As the shareholder of
record, you have the right to grant your voting proxy directly to the
persons named in the proxy or to vote in person at the meeting.
Carnival Corporation has enclosed a proxy card for you to use.

BENEFICIAL OWNER

If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held
in street name, and these proxy materials are being forwarded to you by
your broker or nominee who is considered, with respect to those shares,
the shareholder of record. As the beneficial owner, you have the right
to direct your broker on how to vote and are also invited to attend the
meeting. However, since you are not the shareholder of record, you may
not vote these shares in person at the meeting. Your broker or nominee
has enclosed a voting instruction card for you to use.

Q:. HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES IN PERSON AT THE MEETING?

A: Shares held directly in your name as the shareholder of record may be
voted in person at the annual meeting. If you choose to do so, please
bring the enclosed proxy card or proof of identification.

Even if you plan to attend the annual meeting, we recommend that you
also submit your proxy as described below so that your vote will be
counted if you later decide not to attend the meeting. Shares held in
street name may be voted in person by you only if you obtain a signed
proxy from the record holder giving you the right to vote the shares.
Please refer to the voting instruction card included by your broker or
nominee.

Q: HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES WITHOUT ATTENDING THE
MEETING?

A: Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct your vote without attending
the meeting. You may vote by granting a proxy or, for shares held in
street name, by submitting voting instructions to your broker or
nominee. For shareholders of record, you may do this by signing your
proxy card and mailing it in the enclosed envelope. If you provided
specific voting instructions, your shares will be voted as you
instruct. If you sign but do not provide instructions, your shares will
be voted as described below in "HOW ARE VOTES COUNTED?"

In most instances, where your shares are held in street name, you will
be able to do this over the Internet at www.proxyvote.com, by telephone
or by mail. Please refer to the voting instruction card included by
your broker or nominee.

Q: CAN I CHANGE MY VOTE?

A: You may change your proxy instruction at any time prior to the vote at
the annual meeting. For shares held directly in your name, you may
accomplish this by granting a new proxy bearing a later date (which
automatically revokes the earlier proxy) or by attending the annual
meeting and voting in person. Attendance at the meeting will not cause
your previously granted proxy to be revoked unless you specifically so
request. For shares owned beneficially by you, you may accomplish this
by submitting new voting instructions to your broker or nominee.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING
INSTRUCTION CARD?

A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions on each proxy or voting
card you receive and mail each, as directed.

Q: WHO CAN ATTEND THE CARNIVAL CORPORATION MEETING?

A: All Carnival Corporation shareholders of record as of February 23,
2004, or their duly appointed proxies, may attend and vote at the
meeting. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport.

If you hold your shares through a stockbroker or other nominee, you
will need to provide proof of ownership by bringing either a copy of
the voting instruction card provided by your broker or a copy of a
brokerage statement showing your share ownership as of February 23,
2004 together with proof of identification. Cameras, recording devices
and other electronic devices will not be permitted at the meeting.

Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL
CORPORATION MEETING?

A: Carnival Corporation has only one class of common stock outstanding.
Each share of Carnival Corporation common stock outstanding as of the
close of business on February 23, 2004, the record date, is entitled to
one vote at the annual meeting. On the record date, Carnival
Corporation had approximately ____________ shares of common stock
issued and outstanding. The trust shares of beneficial interest in the
P&O Princess Special Voting Trust that are paired with your shares of
common stock do not give you separate voting rights.

Q: HOW ARE VOTES COUNTED?

A: In the election of directors, you may vote "FOR" all of the nominees or
you may "WITHHOLD" your vote with respect to one or more of the
nominees. In the election of directors, a vote "withheld" on the
Carnival Corporation proxy card has the same effect as a vote against
the indicated nominee or nominees. You may vote "FOR," "AGAINST" or
"ABSTAIN" for each of

the other proposals. If you "ABSTAIN," it has no effect on the outcome
of the votes, although abstentions will be counted for purposes of
determining if a quorum is present for joint electorate actions. If you
sign your proxy card or broker voting instruction card with no further
instructions, your shares will be voted in accordance with the
recommendations of the boards of directors.

Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?

A: Other than the proposals described in this proxy statement, Carnival
Corporation does not expect any matters to be presented for a vote at
the annual meeting. If you grant a proxy, the persons named as proxy
holders, Micky Arison, our Chairman of the board and Chief Executive
Officer, and Arnaldo Perez, Carnival Corporation's Senior Vice
President, General Counsel and Secretary, will have the discretion to
vote your shares on any additional matters properly presented for a
vote at the meeting. If for any unforeseen reason any of our nominees
is unable to accept nomination or election (which is not anticipated),
the persons named as proxy holders will vote your proxy for such other
candidate or candidates as may be nominated by the boards of directors.

Q: WHO WILL COUNT THE VOTE?

A: A representative of SunTrust Bank, our transfer agent, will tabulate
the votes and act as the inspector of elections.

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC

Carnival Corporation shareholders should refer to "QUESTIONS SPECIFIC
TO SHAREHOLDERS OF CARNIVAL CORPORATION" beginning on page __.

Q: WHO IS ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF
CARNIVAL PLC?

A: If you are a Carnival plc shareholder registered in the register of
members of Carnival plc at 11:00 p.m. (UK time) on April 20, 2004, you
will be entitled to attend in person and vote at the annual general
meeting to be held in New York City, U.S.A. in respect of the number of
Carnival plc shares registered in your name at that time. You may also
appoint one or more proxies to attend and (on a poll) vote instead of
you. If you are a corporation you may appoint a corporate
representative to represent you and vote your shareholding in Carnival
plc at the annual general meeting to be held in New York City, U.S.A.
For further details regarding appointing a proxy or corporate
representative please see below.

We are also offering an audio webcast of the annual meetings. If you
choose to listen to the webcast, go to one of our websites,
www.carnivalcorp.com or www.carnivalplc.com, shortly before the start
of the meetings and follow the instructions provided. For your
convenience, we will also be hosting a live webcast of the Carnival plc
annual general meeting and the Carnival Corporation annual meeting
which you can listen to at _____________, Southampton, England, from
3:00 p.m. (London time). All Carnival plc and Carnival Corporation
shareholders and their guests are welcome to attend, although only
Carnival plc and Carnival Corporation shareholders will be able to
submit questions to the directors. Please note further that only
shareholders attending the meetings to be held in New York will be able
to vote in person. Carnival plc shareholders attending the webcast of
the meetings in Southampton will need to submit a proxy to make their
vote count.

Q: WILL I BE ASKED TO VOTE AT THE CARNIVAL CORPORATION ANNUAL MEETING?

A: No. Your vote at the Carnival plc annual general meeting, for purposes
of determining the outcome of combined voting, will automatically be
reflected as appropriate at the parallel annual meeting of Carnival
Corporation through the mechanism of a special voting share issued by
Carnival Corporation.

Q: HOW DO I VOTE MY CARNIVAL PLC SHARES WITHOUT ATTENDING THE ANNUAL
GENERAL MEETING?

A: You may vote your Carnival plc shares at the annual general meeting by
completing and signing the enclosed form of proxy in accordance with
the instructions set out on the form and returning it as soon as
possible, but in any event so as to be received by Carnival plc's
registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex,
BN99 6DA, by not later than 3:00 p.m. (UK time) on April 20, 2004.
Alternatively, a proxy vote may be submitted via the Internet in
accordance with the instructions set out in the proxy form. It is also
possible to appoint a proxy via the CREST system, please see the
Carnival plc Notice of Annual General Meeting for further details.
Voting by proxy does not preclude you from attending the annual general
meeting and voting in person should you wish to do so.

If you are a corporation you can vote your Carnival plc shares at the
annual general meeting by appointing a corporate representative. You
are strongly encouraged to pre-register your corporate representative
to make registration on the day of the annual meeting more efficient.
In order to pre-register you would need to fax your Letter of
Representation to Carnival plc's registrar, Lloyds TSB Registrars, on
01903 833085 from within the UK or +44 1903 833085 from elsewhere.

Corporate representatives themselves are urged to arrive at least two
hours before commencement of the annual general meeting to assist
Carnival plc's registrar with the appropriate registration formalities.
Whether or not you intend to appoint a corporate representative, you
are strongly encouraged to return the enclosed form of proxy to
Carnival plc's registrar.

Q: CAN I CHANGE MY VOTE GIVEN BY PROXY OR BY MY CORPORATE REPRESENTATIVE?

A: Yes, in certain circumstances. You may change your proxy vote by either
completing, signing and dating a new form of proxy in accordance with
its instructions and returning it to Carnival plc's registrars by no
later than 3:00 p.m. (UK time) on April 20, 2004, or by attending and
voting in person at the annual general meeting. If you do not attend
and vote in person at the annual general meeting and wish to revoke the
appointment of your proxy or corporate representative you must do so by
delivering a notice of such revocation to Carnival plc's registrars at
least three hours before the start of the annual general meeting.

Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED AT THE CARNIVAL PLC
MEETING?

A: Carnival plc has only one class of ordinary shares in issue. Each
Carnival plc ordinary share in issue as of the close of business on
April 20, 2004, is (on a poll) entitled to one vote at the annual
general meeting.

Q: HOW ARE VOTES COUNTED?

A: You may vote "FOR," "AGAINST" or "WITHHOLD" your vote for each of the
resolutions. If you "WITHHOLD," it has no effect on the outcome of the
votes, although withheld votes will be counted for purposes of
determining if a quorum is present for joint electorate actions.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information concerning the share ownership of (1)
all persons known by us to be the beneficial owners of 5% or more of the
630,589,093 shares of Carnival Corporation common stock and trust shares of
beneficial interest in the P&O Princess Special Voting Trust outstanding as of
January 26, 2004, (2) all persons known by us to be the beneficial owners of 5%
or more of the 210,846,364 ordinary shares of Carnival plc outstanding as of
January 26, 2004 (41,679,877 of which are owned by Carnival Corporation and have
no voting rights), (3) each of our executive officers named in the Executive
Compensation Table which appears elsewhere in this proxy statement, (4) each of
our other directors and (5) all directors and executive officers as a group.

Micky Arison, Chairman of the board and Chief Executive Officer of each
of Carnival Corporation and Carnival plc, certain other members of the Arison
family and trusts for their benefit (collectively, the "Principal
Shareholders"), beneficially own shares representing approximately 32% of the
combined voting power of Carnival and have informed us that they intend to cause
all such shares to be voted in favor of the 14 nominees to the boards of
directors named in this proxy statement and in favor of Proposals 2 through 7
listed in the accompanying Carnival Corporation Notice of Meeting. The table
begins with ownership of the Principal Shareholders. See footnote (2) below for
a description of the group comprised of members of the Arison family and other
persons and entities affiliated with them.

The number of shares beneficially owned by each entity, person,
director, nominee or executive officer is determined under rules of the U.S.
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has the sole
or shares voting power or investment power and also any shares which the
individual would have the right to acquire as of April 23, 2004 (60 days after
the Carnival Corporation record date of February 23, 2004) through the
conversion of a convertible security or the exercise of any stock option or
other right.

BENEFICIAL OWNERSHIP TABLE

AMOUNT AND
NATURE OF
AMOUNT AND NATURE PERCENT OF BENEFICIAL
OF BENEFICIAL CARNIVAL OWNERSHIP OF PARENT OF PERCENT OF
OWNERSHIP OF CORPORATION CARNIVAL PLC CARNIVAL PLC COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS CARNIVAL CORPORATION COMMON ORDINARY ORDINARY VOTING
OR IDENTITY OF GROUP (1) SHARES AND TRUST SHARES STOCK SHARES SHARES POWER**
- ------------------------------------------------------------------------------------------------------------------------------------

Micky Arison.................................. 215,524,628(2)(4) 34.1% 0 0 26.9%

Shari Arison.................................. 7,353,908(2)(5) 1.0% 0 0 ***
c/o The Ted Arison Family
Foundation, USA Inc.
3655 N.W. 87 Avenue
Miami, Florida 33178

James M. Dubin................................ 144,372,330(2)(20) 22.9% 0 0 18.1%
c/o Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, New York 10019

MA 1994 B Shares, L.P......................... 106,114,284(2)(6) 16.8% 0 0 13.3%

MA 1994 B Shares, Inc......................... 106,114,284(2)(6) 16.8% 0 0 13.3%

JMD Delaware, Inc............................. 106,114,284(2)(10) 16.8% 0 0 13.3%
as Trustee for the Micky Arison 1994
"B" Trust

MA 1997 Holdings, L.P......................... 2,102,187(2)(7) *** 0 0 ***

MA 1997 Holdings, Inc......................... 2,102,187(2)(7) *** 0 0 ***

JMD Delaware, Inc............................. 2,102,187(2)(7) *** 0 0 ***
as Trustee for the Micky Arison 1997
Holdings Trust

Ted Arison 1992 Irrevocable Trust for 44,925,330(2)(12) 7.1% 0 0 5.6%
Lin No. 2................................
23-25 Broad Street
P.O. Box 6, St. Helier
Jersey JE4 8ND
Channel Islands

Shari Arison Irrevocable Guernsey Trust....... 5,102,708(2)(3) *** 0 0 ***
St. James Chambers, Athol Street
Douglas, Isle of Man

Ted Arison 1994 Irrevocable Trust For Shari 76,599,525(2)(10) 12.2% 0 0 9.6%
Shari No. 1..............................
P.O. Box 728, 38
Esplanade, St. Helier,
Jersey JE4-8ZT
Channel Islands

John J. O'Neil................................ 121,539,855(3)(11) 20.1% 0 0 15.8%
c/o Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019

JMD Protector, Inc............................ 123,313,770(2)(12) 19.6% 0 0 15.4%
c/o Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019

JMD Delaware, Inc. ........................... 4,000,000 *** 0 0 ***
as Trustee for the Micky Arison 2003 GRAT

JMD Delaware, Inc............................. 2,124,560(2)(3) *** 0 0 ***
as Trustee for the Continued Trust for
Micky Arison

JMD Delaware, Inc............................. 3,759,010(2)(3) *** 0 0 ***
as Trustee for the Continued Trust for
Shari Arison Dorsman
c/o The Ted Arison Family Foundation
USA, Inc.
3655 N.W. 87 Avenue
Miami, Florida 33178

JMD Delaware, Inc............................. 4,759,010(2)(3) *** 0 0 ***
as Trustee for the Continued Trust for
Michael Arison

JMD Delaware, Inc............................. 1,000,000(2) *** 0 0 ***
as Trustee for the Michael Arison 1999
Irrevocable Delaware Trust

MBA I, L.P.................................... 1,432,440(2)(12) *** 0 0 ***

Marilyn Arison 2003 Trust.....................
1,432,440(2)(3)(12)

TAMMS Investment Company Limited 3,653,168(3) *** 0 0 ***
Partnership..............................

TAMMS Management Corporation.................. 3,653,168(3) *** 0 0 ***

The Ted Arison Family Foundation USA, Inc..... 2,250,000(3) *** 0 0 ***
3655 N.W. 87 Avenue
Miami, Florida 33178

Robert H. Dickinson........................... 737,933(14) *** 0 0 ***

Pier Luigi Foschi............................. 60,000(15) *** 0 0 ***

Howard S. Frank............................... 810,738(16) *** 0 0 ***

A. Kirk Lanterman............................. 170,637(17) *** 0 *** ***
c/o Holland America Line Inc.
300 Elliott Avenue
West Seattle, Washington 98119

Ambassador Richard G. Capen, Jr............... 45,002(18) *** 0 0 ***
6077 San Elijo Rancho
Santa Fe, California 92067

Arnold W. Donald.............................. 9,000(19) *** 0 0 ***
c/o Merisant Company
1 North Brentwood Blvd. Suite 510
Clayton, Missouri 63105

Baroness Hogg................................. 0 *** 1,874 *** ***
c/o 3i Group plc
91 Waterloo Road
London SE1 8XP
United Kingdom

Modesto A. Maidique........................... 21,200 (21) *** 0 0 ***
c/o Florida International University
Office of the President
University Park Campus
107th Avenue and S.W. 8th Street
Miami, Florida 33199

John P. McNulty............................... 0
P.O. Box 725
Short Hills, N.J. 07078

Sir John Parker............................... 0 *** 3,004 *** ***
c/o National Grid Transco plc
1-3 Strand
London WC2N 5EH
England

Peter Ratcliffe............................... 17,974(22) *** 67,736(23) *** ***
c/o Princess Cruise Lines
24200 Magic Mountain Parkway
Santa Clarita, CA 91355

Stuart Subotnick.............................. 9,200(24) *** 0 0 ***
c/o Metromedia Company
810 7th Avenue, 29th Floor
New York, New York 10019

Uzi Zucker.................................... 67,200(25) *** 0 0 ***
870 5th Avenue
New York 10021

Capital Research and Management Company....... 38,362,900(26) 6.1% 0 0 4.8%
333 South Hope Street
Los Angeles, California 90071

FMR Corp. and Fidelity International Limited 0 0 16,932,819(27) 8.0% 2.1%
and their direct and indirect
subsidiaries.............................
82 Devonshire Street
Boston
MA C2109-3614

All directors and executive officers as a
group (21 persons) 217,906,228(28) 34.5 262,632 *** 27.2%

- ----------

* As part of the establishment of the DLC structure, Carnival plc issued a
special voting share to Carnival Corporation, which transferred such share to
the trustee of the P&O Princess Special Voting Trust (the "Trust"), a trust
established under the laws of the Cayman Islands. Trust shares of beneficial
interest in the Trust were transferred to Carnival Corporation. The trust shares
represent a beneficial interest in the Carnival plc special voting share.
Immediately following the transfer, Carnival Corporation distributed such trust
shares by way of a dividend to holders of shares of common stock of Carnival
Corporation. Under a pairing agreement, the trust shares of beneficial interest
in the Trust are paired with, and evidenced by, certificates representing shares
of Carnival Corporation common stock on a one-for-one basis. In addition, under
the pairing agreement, when a share of Carnival Corporation common stock is
issued to a person after the implementation of the DLC structure, a paired trust
share will be issued at the same time to such person. Each share of Carnival
Corporation common stock and the paired trust share may not be transferred
separately. The Carnival Corporation common stock and the trust shares
(including the beneficial interest in the Carnival plc special voting share) are
listed and trade together on the New York Stock Exchange under the ticker symbol
"CCL." Accordingly, each holder of Carnival Corporation common stock is also
deemed to be the beneficial owner of an equivalent number of trust shares.

** As a result of the DLC structure, on most matters that affect all of the
shareholders of Carnival Corporation and Carnival plc, the shareholders of both
companies effectively vote together as a single decision-making body. Combined
voting is accomplished through the special voting shares that have been issued
by each company.

*** Less than one percent.

(1) The address of each natural person named, unless otherwise noted, is 3655
N.W. 87 Avenue, Miami, Florida 33178-2428. The address of all other entities,
unless otherwise noted, is 1201 North Market Street, Wilmington, Delaware 19899.

(2) Micky Arison and the other members of the Arison family and trusts for their
benefit (collectively, the "Principal Shareholders"), beneficially own shares
representing approximately 42% of the voting power of Carnival Corporation and
approximately 32% of the combined voting power. The Principal Shareholders have
filed a joint statement on Schedule 13D with respect to the shares of Carnival
Corporation common stock and trust shares (representing a beneficial interest in
a special voting share) held by such persons.

(3) TAMMS Investment Company Limited Partnership ("TAMMS") owns 3,653,168 shares
of common stock. TAMMS' general partner is TAMMS Management Corporation ("TAMMS
Corp."), which is wholly-owned by MBA I, L.P. ("MBA I"). TAMMS' limited partners
are various trusts established for the benefit of certain members of Micky
Arison's family, including Shari Arison (the "Family Trusts"). By virtue of the
limited partnership agreement of TAMMS, TAMMS Corp. may also be deemed to
beneficially own such 3,653,168 shares of common stock. By virtue of its
interest in TAMMS, JMD Delaware, Inc., JJO Delaware, Inc. and Balluta Limited as
trustees of certain of the Family Trusts, may be deemed to beneficially own the
portion of the 3,653,168 shares of common stock held by TAMMS which corresponds
to their partnership interest in TAMMS. Such amounts are included in the number
of shares set forth next to its name in the table above. Because of authority
granted under the trust instrument for the Marilyn B. Arison 2003 Trust (the
"Marilyn Arison 2003 Trust"), Micky Arison may be deemed to beneficially own the
1,032,440 shares held by the Marilyn Arison 2003 Trust by virtue of the limited
partnership interest of MBA I in TAMMS. Because of his position as President and
Treasurer of TAMMS Corp., Micky Arison may be deemed to beneficially own the
remaining 2,620,728 shares of common stock owned by TAMMS; however, Micky Arison
disclaims beneficial ownership of the 2,620,728 shares which are beneficially
owned by TAMMS. Accordingly, Micky Arison has not reported beneficial ownership
of any of the shares owned by TAMMS.

(4) Includes (i) 552,000 shares of common stock issuable to Micky Arison upon
his exercise of stock options granted to him in January 1998, 1999, 2000 and
2001, October 2001 and December 2002, (ii) 2,102,187 shares of common stock held
by the MA 1997 Holdings, L.P., (iii) 106,114,284 shares of common stock held by
the MA 1994 B Shares, L.P., (iv) 92,627,139 shares of common stock held by the
Ted Arison 1992 Irrevocable Trust for Lin No. 2, Ted Arison 1994 Irrevocable
Trust For Shari No. 1 and the Michael Arison 1999 Irrevocable Delaware Trust by
virtue of the authority granted to Micky Arison under the last will of Ted
Arison, (v) 12,696,578 shares of common stock held by The 1997 Irrevocable Trust
for Micky Arison and (vi) 1,432,440 shares of common stock held by the Marilyn
Arison 2003 Trust by virtue of authority granted under the trust instrument all
of which may be deemed to be beneficially owned by Micky Arison.

(5) Under the terms governing the Shari Arison Irrevocable Guernsey Trust, Shari
Arison has the sole right to vote and shares the right to direct the sale of the
4,000,000 shares of common stock held directly by such trust and the 1,102,708
shares of common stock held by TAMMS which corresponds to such trust's
respective ownership interest in TAMMS. In addition, the shares described above
include 2,250,000 shares

owned by The Ted Arison Family Foundation USA, Inc. (the "Foundation") and 1,200
shares of common stock owned by Shari Arison's children. Because Shari Arison is
Chairman and President of the Foundation, she may be deemed to beneficially own
the common stock held by the Foundation. Shari Arison disclaims beneficial
ownership of the shares owned by the Foundation and her children.

(6) MA 1994 B Shares, L.P. ("MA 1994, L.P.") owns 106,114,284 shares of common
stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. ("MA 1994,
Inc."), which is wholly-owned by the Micky Arison 1994 "B" Trust, a trust
established for the benefit of Micky Arison and his heirs (the "B Trust"). The
sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the
instrument governing the B Trust, Micky Arison has the sole right to vote and
direct the sale of the common stock indirectly held by the B Trust. By virtue of
the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed
to beneficially own all such 106,114,284 shares of common stock. By virtue of
Micky Arison's interest in the B Trust and the B Trust's interest in MA 1994,
L.P., Micky Arison may be deemed to beneficially own all such 106,114,284 shares
of common stock. The trustee of the B Trust is JMD Delaware, Inc., a corporation
wholly-owned by James M. Dubin.

(7) MA 1997 Holdings, L.P. ("MA 1997, L.P.") owns 2,102,187 shares of common
stock. The general partner of MA 1997, L.P. is MA 1997 Holdings, Inc. ("MA 1997,
Inc."), which is wholly-owned by the Micky Arison 1997 Holdings Trust, a trust
established for the benefit of Micky Arison and his heirs (the "MA 1997 Trust").
The sole limited partner of MA 1997, L.P. is the MA 1997 Trust. By virtue of the
limited partnership agreement of MA 1997, L.P., MA 1997, Inc. may be deemed to
beneficially own all of such 2,102,187 shares of common stock. By virtue of the
MA 1997 Trust's interest in MA 1997, L.P., the MA 1997 Trust may be deemed to
beneficially own all such 2,102,187 shares of common stock. Under the terms of
the instrument governing the MA 1997 Trust, Micky Arison has the sole right to
vote the common stock indirectly held by the MA 1997 Trust. The trustee of the
MA 1997 Trust is JMD Delaware, Inc., a corporation wholly-owned by James M.
Dubin.

(8) Coutts (Jersey) Limited, JMD Delaware, Inc. and JJO Delaware, Inc. act as
co-trustees for the Ted Arison Irrevocable Trust for Lin No. 2.

(9) Balluta Limited, JMD Delaware, Inc. and JJO Delaware, Inc. act as
co-trustees for the Shari Arison Irrevocable Guernsey Trust.

(10) Cititrust (Jersey) Limited, JMD Delaware, Inc. and JJO Delaware, Inc. act
as co-trustees for the Ted Arison 1994 Irrevocable Trust for Shari No. 1.

(11) By virtue of being the sole shareholder of JJO Delaware, Inc., Mr. O'Neil
may be deemed to own the aggregate of 126,627,563 shares of common stock
beneficially owned by such entity, as to which he disclaims beneficial
ownership.

(12) JMD Protector, Inc., a Delaware corporation, is the protector of the Ted
Arison 1994 Irrevocable Trust for Shari No. 1, the Ted Arison 1992 Irrevocable
Trust for Lin No. 2 and the Ted Arison Charitable Trust and has certain voting
and dispositive rights with respect to the common stock held by such trusts.

(13) MBA I owns 400,000 shares of common stock and a limited partnership
interest in TAMMS (See Note 2 above). MBA I may be deemed to own 1,032,440
shares of common stock held by TAMMS which corresponds to its respective
partnership interest in TAMMS and TAMMS Corp. The Marilyn Arison 2003 Trust owns
a controlling interest in MBA I; therefore, the Marilyn Arison 2003 Trust be
deemed to beneficially own all such 1,432,440 shares of common stock.

(14) Includes 371,200 shares of common stock issuable to Mr. Dickinson upon his
exercise of stock options granted to him in August 1997, 1998, 1999, 2000 and
2001 and January and October 2001. Also includes 364,551 shares of common stock
owned by Dickinson Enterprises Limited Partnership (the "Dickinson
Partnership"). The general partner of the Dickinson Partnership is Dickinson
Enterprises, Inc., which is wholly owned by a revocable trust established for
the benefit of Mr. Dickinson and his heirs (the "Dickinson Trust"). Under the
terms of the instrument governing the Dickinson Trust, Mr. Dickinson has the
sole right to vote and direct the sale of the common stock indirectly held by
the Dickinson Trust.

(15) Represents shares of common stock issuable to Mr. Foschi upon his exercise
of stock options granted to him in January and October 2001 and December 2000.

(16) Includes (i) 460,000 shares of common stock issuable to Mr. Frank upon his
exercise of stock options granted to him in January 1998, 1999, 2000 and 2001,
October 2001 and December 2002 and (ii) 4,000 shares of common stock owned by
the Jackson S. Woolworth Irrevocable Trust and the Cassidy B. Woolworth Trust
(Mr. Frank is trustee), as to which Mr. Frank disclaims beneficial ownership.

(17) Includes 8,000 shares of common stock held by the Helen K. Lanterman Trust
(Mr. Lanterman is trustee).

(18) Includes 27,200 shares of common stock issuable to Mr. Capen upon his
exercise of stock options granted to him in April 1999 and 2001, October 2001
and December 2002. Also includes 17,000 shares owned by the Capen Trust, of
which Mr. Capen is co-trustee. Also includes 802 shares of common stock owned by
Mr. Capen's wife as to which he disclaims beneficial ownership.

(19) Includes 7,200 shares of common stock issuable to Mr. Donald upon his
exercise of stock options granted to him in April and October 2001 and December
2002. Also includes 1,800 shares owned by The Arnold and Hazel Donald Charitable
Trust (Mr. Donald is trustee).

(20) By virtue of being the sole shareholder of JMD Delaware, Inc., JMD
Protector, Inc. and Balluta Limited and the sole trustee of the Marilyn Arison
2003 Trust, Mr. Dubin may be deemed to own the aggregate of 144,372,330 shares
of common stock beneficially owned by such entities, as to which he disclaims
beneficial ownership.

(21) Includes 21,200 shares of common stock issuable to Dr. Maidique upon his
exercise of stock options granted to him in April 1999 and 2001.

(22) Includes 13,892 shares held by Mr. Ratcliffe's wife.

(23) Includes 54,432 shares held by Mr. Ratcliffe's wife.

(24) Includes 7,200 shares of common stock issuable to Mr. Subotnick upon his
exercise of stock options granted to him in April and October 2001 and December
2002.

(25) Includes 7,200 shares of common stock issuable to Mr. Zucker upon his
exercise of stock options granted to him in April and October 2001 and December
2002.

(26) As reflected in Amendment No. 2 to Schedule 13G, dated February 10, 2003,
as filed with the U.S. Securities and Exchange Commission.

(27) Based on notifications to Carnival plc of interests of 3% or more in the
share capital of Carnival plc as required by the Companies Act 1985.

(28) Includes an aggregate of 1,949,294 shares of common stock issuable to
directors and executive officers upon their exercise of previously granted stock
options.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of Forms 3 and 4 and amendments thereto furnished
to Carnival Corporation and Carnival plc during and with respect to their most
recent fiscal year and upon written representations from persons known to
Carnival to be subject to Section 16 of the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "reporting person") that no Form 5 is
required to be filed for such reporting person, all reporting persons filed on a
timely basis reports required by Section 16(a) of the Exchange Act during the
fiscal year ended November 30, 2003, with the exception of one late report for
the Coutts (Jersey) Limited and two late reports for Peter Ratcliffe.

PROPOSAL 1 (RESOLUTIONS 1-14)
ELECTION OR RE-ELECTION OF DIRECTORS

The DLC structure requires the boards of Carnival plc and Carnival
Corporation to be identical. Shareholders are required to approve the election
or re-election of directors to each board. There are 14 nominees for election or
re-election to each board of directors. Each nominee currently serves as a
director of both companies. All directors are to be elected or re-elected to
serve until the next annual meeting and until their successors are elected.

With respect to each nominee set forth below, the information presented
includes such person's age, the month and year in which such person first became
a director, any other position held with Carnival Corporation and Carnival plc,
such person's principal occupations during the past five years and any
directorships held by such nominee in public or certain other companies.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE ELECTION OF EACH OF
THE FOLLOWING NOMINEES:

MICKY ARISON, age 54, has been Chairman of the board of directors of
Carnival Corporation since October 1990 and a director since June 1987. He
became a director and Chairman of the board of directors of Carnival plc in
April 2003. He has been Chief Executive Officer of Carnival Corporation since
1979 and became Chief Executive Officer of Carnival plc in April 2003.

AMBASSADOR RICHARD G. CAPEN, JR., age 69, has been a director of
Carnival Corporation since April 1994 and a director of Carnival plc since April
2003. He is currently a corporate director, author and business consultant. From
1992 to 1993, Ambassador Capen served as United States Ambassador to Spain. From
1989 to 1991, Ambassador Capen served as Vice Chairman of Knight-Ridder, Inc.
Ambassador Capen was the Chairman and Publisher of the Miami Herald from 1983 to
1989. Ambassador Capen is a member of the board of directors of the Fixed Income
Funds of The Capital Group, the New Economy Fund and Smallcap World Fund.

ROBERT H. DICKINSON, age 61, has been a director of Carnival
Corporation since June 1987 and a director of Carnival plc since April 2003.
Since May 2003, Mr. Dickinson has served as President and Chief Executive
Officer of CCL. From May 1993 through May 2003, Mr. Dickinson was President and
Chief Operating Officer of CCL. Mr. Dickinson was Senior Vice President-Sales
and Marketing of the Carnival Cruise Lines division of Carnival Corporation
("CCL") from 1979 through May 1993.

ARNOLD W. DONALD, age 49, has been a director of Carnival Corporation
since January 2001 and a director of Carnival plc since April 2003. Since March
2000, Mr. Donald has been the Chairman and Chief Executive Officer of Merisant
Company, a manufacturer and marketer of tabletop sweetener products, including
the Equal(R) and Canderel(R) brands. From January 1998 to March 2000 he was
Senior Vice-President of Monsanto Company, a company which develops agricultural
products and consumer goods, and president of its nutrition and consumer sector.
Prior to that he was President of Monsanto Company's agricultural sector. He is
a member of the board of directors of Belden, Inc., Crown Cork & Seal Company,
Inc., The Laclede Group, Oil-Dri Corporation of America and The Scotts Company.

PIER LUIGI FOSCHI, age 57, has been a director of Carnival Corporation
and of Carnival plc since April 2003. He has been Chief Executive Officer of
Costa Crociere S.p.A. ("Costa"), a subsidiary of Carnival Corporation, since
October 1997 and chairman of its board since January 2000. From 1974 to 1997, he
held senior positions with OTIS, a world leader in the field of elevators, which
is a subsidiary of United Technologies Corporation, and from 1990-1997 he was
Executive Vice President of Otis's Asia-Pacific operations.

HOWARD S. FRANK, age 63, has been Vice Chairman of the board of
directors of Carnival Corporation since October 1993 and a director since April
1992. He has been a director, Vice Chairman of the board of directors and Chief
Operating Officer of Carnival plc since April 2003. He was appointed Chief
Operating Officer of Carnival Corporation in January 1998. From July 1989 to
January 1998, he was Chief Financial Officer and Chief Accounting Officer of
Carnival Corporation. From July 1975 through June 1989, he was a partner with
Price Waterhouse.

BARONESS HOGG, age 57, has been a director of Carnival Corporation
since April 2003 and a director of Carnival plc since October 2000. She is
Chairman of 3i Group Plc and Frontier Economics Ltd. and Deputy Chairman of GKN
plc. Sarah Hogg was Head of the Prime Minister's Policy Unit, with the rank of
Second Permanent Secretary, from 1990-1995 and served as a non-executive
director of The Peninsular and Oriental Steam Navigation Company ("P&O") between
1999 and October 2000.

A. KIRK LANTERMAN, age 72, has been a director of Carnival Corporation
since April 1992 and a director of Carnival plc since April 2003. He has been
Chairman of the Board and Chief Executive Officer of Holland America Line Inc.
("HAL"), a subsidiary of Carnival plc, since November 2003. From August 1999 to
November 2003, he was Chairman of the Board, President and Chief Executive
Officer of HAL. From March 1997 to August 1999, he was Chairman of the Board and
Chief Executive Officer of HAL. From December 1989 to March 1997, he was
President and Chief Executive Officer of HAL. From 1983 to 1989, he was
President and Chief Operating Officer of HAL. From 1979 to 1983 he was President
of Westours, Inc., which merged with Holland America Line in 1983.

MODESTO A. MAIDIQUE, age 64, has been a director of Carnival
Corporation since April 1994 and a director of Carnival plc since April 2003. He
has been President of Florida International University ("FIU") since 1986. Prior
to assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts
Institute of Technology, Harvard University and Stanford University. Dr.
Maidique has also served as Vice President and General Manager of the
Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as
President and Chief Executive Officer of Gerome Therapeutics Collaborative
Research, Inc., a genetics engineering firm, and as General Partner of Hambrecht
& Quist, a venture capital firm. Dr. Maidique is a director of Ivax Corporation
and National Semiconductor, Inc.

JOHN P. MCNULTY, age 51, has been a director of Carnival Corporation
and Carnival plc since June 25, 2003. From July 1998 through July 7, 2001, Mr.
McNulty was a Member of the Management Committee, Head of the Investment
Management Division, and Partner, Managing Director of Goldman Sachs & Co.,
whose principal business is financial services. From July 7, 2001 he has been
retired from Goldman Sachs.

SIR JOHN PARKER, age 62, has been a director of Carnival Corporation
since April 2003 and a non-executive director of Carnival plc since October
2000. He was Deputy Chairman of Carnival plc from September 2002 to April 2003.
He is the non-executive Chairman of National Grid Transco plc and RMC Group plc.
He was formerly a non-executive director of Brambles Industries plc, Chairman of
Babcock International Group plc and a President of the Royal Institution of
Naval Architects. Sir John Parker has been a member of the General Committee of
Lloyds Register of Shipping since 1983 and Chairman of its Technical Committee
from 1993 until 2002.

PETER RATCLIFFE, age 56, has been a director of Carnival Corporation
since April 2003 and a director of Carnival plc since October 2000. He was
Carnival plc's Chief Executive Officer until April 2003. He is now Chief
Executive Officer of P&O Princess Cruises International Limited, a subsidiary of
Carnival plc. He was previously an executive director of P&O and head of its
cruise division, having

served as President of Princess Cruises since 1993 and its Chief Operating
Officer since 1989. His early career was spent with P&O Containers Limited in
London and Sydney.

STUART SUBOTNICK, age 62, has been a director of Carnival Corporation
since July 1987 and a director of Carnival plc since April 2003. Mr. Subotnick
has been a general partner and the Executive Vice President of Metromedia
Company since July 1986. He was a director of Metromedia Inc., a predecessor
company, from 1982 and its Executive Vice President from 1986. Prior to 1986,
Mr. Subotnick was Senior Vice President-Finance of Metromedia Inc. from October
1983 and a member of the Office of the President from 1982. He is a director of
Big City Radio Inc., Abovenet Inc. (formerly Metromedia Fiber Networks Inc.) and
Metromedia International Group, Inc.

UZI ZUCKER, age 68, has been a director of Carnival Corporation since
July 1987 and a director of Carnival plc since April 2003. Mr. Zucker joined
Bear, Stearns & Co. in 1967, became a General Partner in 1982, a Senior Managing
Partner in 1986 and retired in December 2002.

PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16)
RE-APPOINTMENT OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FOR CARNIVAL CORPORATION

The audit committee of the board of directors of Carnival plc has
selected PricewaterhouseCoopers LLP as Carnival plc's independent auditors for
the year ending November 30, 2004, subject to approval of our shareholders. The
audit committee of the board of directors of Carnival Corporation has selected
PricewaterhouseCoopers LLP as Carnival Corporation's independent certified
public accountants for the year ending November 30, 2004, subject to approval of
our shareholders. A representative of PricewaterhouseCoopers LLP will be present
at the annual meetings and will have an opportunity to make a statement if he or
she desires to do so. The PricewaterhouseCoopers LLP representative is expected
to respond to appropriate questions from shareholders.

This resolution would appoint PricewaterhouseCoopers LLP as the
independent auditors of Carnival plc until the conclusion of the next general
meeting at which accounts are laid. It is a requirement of section 385(2) of the
Companies Act 1985 (the "UK Companies Act") that Carnival plc appoint its
independent auditors at a general meeting at which accounts are laid. You are
also being asked to authorize the audit committee of Carnival plc to determine
the remuneration of PricewaterhouseCoopers LLP as independent auditors of
Carnival plc.

Although ratification by our shareholders of the appointment of
independent certified public accountants for Carnival Corporation is not legally
required, our boards of directors believe that such action is desirable. If our
shareholders do not approve Proposal 2, the audit committees will consider the
selection of another accounting firm for 2004 and future years.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CARNIVAL PLC'S INDEPENDENT AUDITORS
FOR THE 2004 FISCAL YEAR, THE RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS CARNIVAL CORPORATION'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THE 2004 FISCAL YEAR AND THE AUTHORIZATION OF THE AUDIT
COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF PRICEWATERHOUSECOOPERS
LLP.

PROPOSAL 4 (RESOLUTION 17)
RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC

The directors of Carnival plc are required by the UK Companies Act to
present the financial statements, the directors' report and the auditors' report
relating to those accounts to their shareholders. Accordingly, the directors of
Carnival plc lay before the annual meetings the Carnival plc accounts and the
reports of the directors and auditors for the financial period ended November
30, 2003, which have been approved by and signed on behalf of Carnival plc's
board of directors and will be delivered to Companies

House in the UK following the annual meetings. Shareholders are voting to
approve receipt of these documents, as UK law does not require shareholder
approval of the substance and content of these documents. The UK statutory
directors report and the summary financial statement for the financial period
ended November 30, 2003, together with the auditors' report, is attached to this
proxy statement as Annex A. The full accounts and reports of Carnival plc will
be available for inspection prior to and during the annual meetings.

Only Carnival plc is subject to these rules and, accordingly, no action
is required in respect of the Carnival Corporation & plc consolidated financial
statements.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RECEIPT OF
THE ACCOUNTS AND REPORTS OF CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER
30, 2003.

PROPOSAL 5 (RESOLUTION 18)
APPROVAL OF DIRECTORS' REMUNERATION REPORT

The UK Directors' Remuneration Report Regulations 2002 (the
"Regulations") require companies listed on the Official List of the UK Listing
Authority to prepare a directors' remuneration report, which must be put to a
shareholder vote. Shareholders are voting to approve adoption of the Directors'
Remuneration Report. UK law does not require shareholder approval of the
substance and content of the Directors' Remuneration Report. Accordingly,
disapproval of the Directors' Remuneration Report will not require us to amend
the report although under applicable UK guidelines the boards and Compensation
Committees are expected to take into account both the voting result and the
views of our shareholders in their application, development and implementation
of remuneration policies and schemes.

The Directors' Remuneration Report sets out the board's remuneration
policy for the next and subsequent financial years and other details required by
the Regulations, the Combined Code appended to the Listing Rules of the UK
Listing Authority (the "UK Combined Code") and the Association of British
Insurers Guidelines 2003.

No action is required in respect of the Report of the Compensation
Committees of Carnival Corporation and Carnival plc included in this proxy
statement as it is responsive to the rules of the U.S. Securities and Exchange
Commission.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL
OF THE CARNIVAL PLC DIRECTORS' REMUNERATION REPORT.

PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20)
APPROVAL OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES
AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC

At the last Carnival plc annual general meeting, the shareholders of
Carnival plc approved appropriate limits on the authority and power granted to
directors by Carnival plc's articles of association to allot ordinary shares of
Carnival plc and to allot shares for cash without making a pre-emptive offer to
existing shareholders. These prior authorizations lapse at the upcoming annual
general meeting.

Under Article 30 of Carnival plc's articles of association, the
directors have, for a "prescribed period," unconditional authority to allot
ordinary shares in Carnival plc up to an aggregate nominal amount known as the
"section 80 amount." The prescribed period and the section 80 amount are
approved by shareholders passing an ordinary resolution. By passing an ordinary
resolution, shareholders are authorizing the board of Carnival plc to issue,
during the prescribed period, up to an amount of shares having an aggregate
nominal value equal to the section 80 amount, without further shareholder
approval. In the absence of such approval, the issuance of any additional shares
would require shareholder approval.

Under Article 31, the directors have, for the same prescribed period,
power to allot ordinary shares for cash without making a pre-emptive offer to
existing shareholders up to an aggregate nominal amount known as the "section 89
amount." The section 89 amount is approved by shareholders passing a special
resolution. By passing a special resolution, shareholders are authorizing the
board of Carnival plc to issue, during the same prescribed period, an amount of
shares having an aggregate nominal value equal to the section 89 amount, for
cash without first offering them to existing shareholders of Carnival plc.

Carnival Corporation's articles of incorporation do not contain
provisions similar to Articles 30 and 31 of Carnival plc's articles of
association and holders of Carnival Corporation shares do not have pre-emption
rights. Accordingly, no action is required in respect of Carnival Corporation's
authority to allot shares or to disapply pre-emption rights.

In common with many UK companies, resolutions to renew the prescribed
period and re-establish the section 80 amount and the section 89 amount are
normally proposed each year as the directors believe occasions may arise from
time to time when it would be beneficial for shares to be allotted and for
shares to be allotted for cash without making a pre-emptive offer. This is the
purpose of Resolution 19 (an ordinary resolution) and Resolution 20 (a special
resolution). As usual, the prescribed period is the period from the passing of
the resolutions until the next annual general meeting.

Guidelines issued by the Association of British Insurers, whose member
insurance companies are some of the largest institutional investors in UK listed
companies, require the section 80 amount to be limited to the lesser of (a) the
authorized but unissued ordinary share capital and (b) one-third of the issued
ordinary share capital. By reference to Carnival plc's issued ordinary share
capital on February 23, 2004, the maximum section 80 amount is
U.S.$[25,000,452], which is the nominal value of the authorized but unissued
ordinary share capital of Carnival plc and is equivalent to approximately 7.14%
of Carnival plc's issued share capital.

Guidelines issued by the Pre-emption Group, a group comprising
representatives of UK listed companies, investment institutions and corporate
finance practitioners and formed under the support of the London Stock Exchange
(the "LSE") to monitor the operation of the Guidelines, recommend that a
resolution to disapply section 89 of the UK Companies Act should be limited to
an amount of equity securities not exceeding 5% of the nominal value of the
company's issued ordinary share capital. By reference to Carnival plc's issued
ordinary share capital on February 23, 2004, the maximum section 89 amount is
U.S.$[17,499,977].

The directors have no commitment or plans to allot additional shares of
Carnival plc.

Carnival plc's authorized share capital is $375 million and
(pound)100,002 divided into 225,903,614 ordinary shares of $1.66 each, two
subscriber shares, 99,998 preference shares, a special voting share of (pound)1
and an equalization share of (pound)1. As of February 23, 2004, there were
[210,843,101] ordinary shares allotted and issued. The proposals you are voting
on do not increase the authorized share capital of Carnival plc.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL
OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION
OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC.

BOARD STRUCTURE AND COMMITTEE MEETINGS

BOARD MEETINGS

During the year ended November 30, 2003, the board of directors of
Carnival Corporation held a total of seven meetings, three of which were on or
after April 17, 2003 (the date the DLC structure was implemented) and the board
of directors of Carnival plc held a total of eight meetings, three of which were
on or after April 17, 2003. Effective April 17, 2003, the boards were
reconstituted to reflect the DLC structure.

During the year ended November 30, 2003, each Carnival Corporation
director attended either telephonically or in person at least 75% of all
Carnival Corporation board of directors and applicable committee meetings. Since
April 17, 2003, each Carnival plc director attended either telephonically or in
person at least 75% of all Carnival plc board of directors and applicable
committee meetings.

Our corporate governance guidelines provide that our non-management
directors will meet in executive session at least quarterly. Our non-management
directors (all of whom satisfy the independence requirements of the New York
Stock Exchange currently in effect, as discussed below), acting in executive
session, elected Stuart Subotnick as the Presiding Director to preside at these
meetings. Mr. Subotnick will also act as the senior independent director under
the UK Combined Code.

All board members are expected to attend our annual meetings of
shareholders. At the 2003 annual meetings, all of the current board members of
each company were in attendance.

BOARD COMMITTEES

The board of directors of each of Carnival Corporation and Carnival plc
has established standing Audit, Nominating & Governance, Compensation and
Executive Committees, which are comprised of the same directors for each
company. A majority of the directors of each company and all of the members of
the Audit Committee, Nominating & Governance Committee and Compensation
Committee of each company are independent (as defined by the listing standards
of the NYSE currently in effect and the UK Combined Code).

The membership and function of each committee is described below and a
copy of the charter of each of the Audit, Nominating & Governance and
Compensation Committees is available on either of our websites,
www.carnivalcorp.com or www.carnivalplc.com. Our Audit Committee charter, which
we revised on January 19, 2004, is also attached as Annex C to this proxy
statement. Each committee will periodically review its charter in light of new
developments in applicable regulations and may make additional recommendations
to the boards to reflect evolving best practices.

Additional information with respect to Carnival plc's corporate
governance practices during the 2003 financial period is included in the
Carnival plc Corporate Governance Report attached as Annex D to this proxy
statement.

NUMBER OF MEETINGS/ NUMBER OF MEETINGS/
CONSENT ACTIONS IN CONSENT ACTIONS SINCE
NAME OF COMMITTEE AND MEMBERS FUNCTIONS OF THE COMMITTEE FISCAL 2003 APRIL 17, 2003
- --------------------------------------------------------------------------------------------------------------------------

EXECUTIVE:
Micky Arison, o Exercises the authority of 31 14
Chair the full board of directors
Howard S. Frank in between board meetings
Uzi Zucker

AUDIT: o Inspects the work and 11 6
Stuart Subotnick, written reports of our
Chair internal audit department
Richard G. Capen, Jr.
Arnold W. Donald o Reviews submissions from
Sir John Parker independent auditors

o Selects independent auditors
and approves audit and non-
audit fee services

o Assists board oversight of:

-- the integrity of our
financial statements;
-- our compliance with
legal and regulatory
requirements;
-- the independent
auditor's
qualifications and
independence; and
-- the performance of
the internal audit
function and the
independent auditors

o Prepares the annual report
of the audit committee to
be included in our proxy
statement

NOMINATING & o Develops and recommends to 2 2
GOVERNANCE: the boards Corporate Governance
Uzi Zucker, Chair Guidelines reflecting the
Baroness Hogg requirements applicable
Stuart Subotnick to companies listed for
trading on the NYSE and
the LSE

o Identifies individuals
qualified to become board
members

o Recommends to the boards the
director nominees for the next
annual meetings of shareholders

o Recommends to the boards
director nominees for each
committee

o Assists the boards with such
other matters as may be set
forth in its charter from time
to time.

COMPENSATION: o Discharges the board's 4 4
Modesto A. responsibilities relating
Maidique, to the compensation of
Chair independent directors and
John P. McNulty executive officers
Sir John Parker
o Administers stock incentive
plans

o Makes grants of stock
and option awards

o Prepares the annual report on
executive compensation to be
included in our proxy statement

o Makes recommendations to the
board with respect to incentive
compensation and equity-based
plans

CORPORATE GOVERNANCE GUIDELINES

Upon the advice and recommendation of the Carnival Corporation
Nominating & Governance Committee, the Carnival Corporation board adopted
Corporate Governance Guidelines on January 7, 2003. These guidelines, now
applicable to the board of Carnival plc as well, were amended on June 25, 2003
and, as discussed below, on January 20, 2004. These guidelines address various
governance issues and principles, including director qualifications and
responsibilities, access to management personnel, director compensation,
director orientation and continuing education and annual performance evaluations
of the boards and directors. The NYSE recently adopted rules that require listed
companies to adopt governance guidelines covering certain matters. We have
reviewed our Corporate Governance Guidelines and believe they comply with the
NYSE rules and the UK Combined Code. Our Corporate Governance Guidelines are
posted on our websites at www.carnivalcorp.com and www.carnivalplc.com.

NOMINATIONS OF DIRECTORS

Carnival Corporation and Carnival plc are two separate legal entities
and, therefore, each has a separate board of directors, each of which in turn
has its own Nominating & Governance Committee. As the DLC structure requires
that there be identical boards of directors, the Committees make one set of
determinations in relation to both companies.

The Nominating & Governance Committees actively seek individuals
qualified to become board members and recommend to the boards the nominees to
stand for election as directors at the annual meeting of shareholders or, if
applicable, at a special meeting of shareholders.

When evaluating prospective candidates for director, regardless of the
source of the nomination, the Nominating & Governance Committees will consider,
in accordance with their charter, such factors, as it deems appropriate,
including:

o the candidate's judgment;

o the candidate's skill;

o diversity considerations;

o the candidate's experience with businesses and other
organizations of comparable size;

o the interplay of the candidate's experience with the
experience of other board members; and

o the extent to which the candidate would be a desirable
addition to the boards and any committees of the boards.

The Nominating & Governance Committees will also use their best efforts
to seek to ensure that the composition of the boards at all times adheres to the
independence requirements applicable to companies listed for trading on the NYSE
and the LSE. The Nominating & Governance Committees may consider candidates
proposed by management, but is not required to do so. Other than the foregoing,
there are no stated minimum criteria for director nominees.

The Nominating & Governance Committees identify nominees by first
evaluating the current members of the boards willing to continue in service.
Current members of the boards with skills and experience that are relevant to
our business and who are willing to continue in service are considered for
re-nomination, balancing the value of continuity of service by existing members
of the boards with that of obtaining a new perspective. If any member of the
boards does not wish to continue in service or if the Nominating & Governance
Committees or the boards decide not to re-nominate a member for re-election, the
Nominating & Governance Committees identify the desired skills and experience of
a new nominee in light of the criteria above. Current members of the Nominating
& Governance Committees and the boards are polled for suggestions as to
individuals meeting the criteria of the Nominating & Governance

Committees. The Nominating and Governance Committees intend to engage a third
party search firm to identify or evaluate or assist in identifying potential
nominees.

PROCEDURES REGARDING DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS

The Nominating & Governance Committees will also consider shareholder
recommendations of qualified nominees when such recommendations are submitted in
accordance with the procedures below. In order to have a nominee considered by
the Nominating & Governance Committees for election at the 2005 annual meetings,
a shareholder must submit its recommendation in writing to the attention of our
Secretary at our headquarters not later than November 7, 2004. Any such
recommendation must include:

o the name and address of the candidate;

o the candidate's signed consent to serve as a director if
elected and to be named in the proxy statement.

Once we receive the recommendation, we will deliver to the candidate a
questionnaire that requests additional information about the candidate's
independence, qualifications and other matters that would assist the Nominating
& Governance Committees in evaluating the candidate, as well as certain
information that must be disclosed about the candidate in our proxy statement or
other regulatory filings, if nominated. Candidates must complete and return the
questionnaire within the time frame provided to be considered for nomination by
the Committees.

COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARDS

At the meeting of the boards on January 20, 2004, Carnival Corporation
and Carnival plc, upon the approval of the independent directors, amended the
Corporate Governance Guidelines to formalize procedures to facilitate
communications to the boards from shareholders. Shareholders who wish to
communicate with the boards should address their communications to the attention
of the Secretary of Carnival Corporation at 3655 N.W. 87th Avenue, Miami,
Florida 33178-2428. The Secretary will maintain a log of all such
communications, promptly forward to the Presiding Director those which the
Secretary believes require immediate attention, and also periodically provide
the Presiding Director with a summary of all such communications and any
responsive actions taken. The Presiding Director will notify the boards or the
chairs of the relevant board committees as to those matters that he believes are
appropriate for further action or discussion.

CODE OF BUSINESS CONDUCT AND ETHICS

On January 21, 1997, Carnival Corporation adopted a Code of Business
Conduct and Ethics, which Carnival Corporation has amended periodically to
remain in line with best practices. The Code of Business Conduct and Ethics was
amended most recently on January 20, 2004 and has been adopted by the board of
Carnival plc. The Code of Business Conduct and Ethics applies to all employees
of Carnival Corporation & plc and is posted on our websites,
www.carnivalcorp.com and www.carnivalplc.com.

COMPENSATION OF DIRECTORS

Our non-employee directors are entitled to receive an annual retainer
of $40,000 per year, an attendance fee per board meeting of $5,000 ($2,000 if
meeting attended by telephone), options to acquire 6,000 shares of Carnival
Corporation common stock as further described below and reimbursement for
expenses attendant to their board membership. In addition, they receive
additional compensation for serving as a member of a board committee, as
follows:

RETAINER ATTENDANCE FEE
-------------- ------------------
IN BY
CHAIR MEMBER PERSON TELEPHONE
----- ------ ------ ---------
Audit Committee........................10,000 $ 5,000 $ 2,500 $ 1,000
All other Committees................... 5,000 $ 2,500 $ 2,000 $ 1,000

For purposes of calculating fees, a board or committee meeting of
Carnival Corporation and a concurrent or related board or committee meeting of
Carnival plc constitute a single meeting. Directors who are employed by us or
our subsidiaries do not receive any compensation for their board activities.

Non-employee directors receive options under the 2001 Outside Director
Stock Option Plan (the "Outside Director Plan"). The Outside Director Plan was
adopted by the Carnival Corporation board on February 16, 2001 and approved by
Carnival Corporation shareholders on April 17, 2001 to provide additional
compensation to non-employee directors. Currently, each non-employee director is
granted an option to purchase 6,000 shares of Carnival Corporation common stock
annually at the time he or she is elected to the boards of directors by the
shareholders or at such other time during the year approved by the boards of
directors. The exercise price of each option granted under the Outside Director
Plan is equal to the average of the high and the low sales price of a share of
common stock on the New York Stock Exchange Composite Tape on the date an option
is granted. Options granted under the Outside Director Plan vest and become
exercisable in five equal annual installments beginning on the first anniversary
of the grant date and expire ten years from the date of grant. The maximum
number of shares of common stock which may be made subject to options under the
Outside Director Plan is 800,000. The Outside Director Plan expires on January
1, 2011.

During fiscal 2003, 6,000 options were granted on October 13, 2003
under the Outside Director Plan at an exercise price equal to $34.45 to Messrs.
Capen, Donald, Maidique, McNulty, Subotnick and Zucker. Baroness Hogg and Sir
John Parker, as UK directors, have elected not to participate in the Outside
Director Plan.

CARNIVAL PLC

Additional information with respect to Carnival plc's compensation and
reimbursement practices during fiscal 2003 for non-employee directors is
included in the Carnival plc Directors' Remuneration Report, which forms a part
of the Carnival plc UK Report and UK GAAP Summary Financial Statement, attached
as Annex B to this proxy statement.

EXECUTIVE COMPENSATION

Although Carnival Corporation and Carnival plc are two separate
entities with separate officers, our business is run by a single management
team. The following table sets forth all compensation awarded to, earned by, or
paid to our Chief Executive Officer and our four other most highly compensated
executive officers (each of whom are also members of our board of directors) for
the year ended November 30, 2003. The compensation information for each of the
years ended November 30, 2002 and November 30, 2001 relates to Carnival
Corporation only.

SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ---------------------------- -----------
RESTRICTED NUMBER OF
OTHER ANNUAL STOCK SECURITIES
NAME AND COMPENSATION AWARDS UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(1) ($)(2) OPTIONS(#)(3)(4) PAYOUTS ($) COMPENSATION ($)
- ------------------ ---- ---------- --------- ------------ ---------- ---------------- ----------- ----------------

Micky Arison 2003 $ 500,000 $1,675,000 $ 101,200 $2,654,000 120,000 -- --
Chairman and CEO 2002 500,000 1,675,000 96,500 1,546,200 120,000 -- --
2001 500,000 1,675,000 103,300 1,570,200 120,000 -- --

Howard S. Frank 2003 400,000 1,645,000 198,100 4,913,650 100,000 -- --
Vice Chairman 2002 400,000 1,645,000 92,000 1,288,500 100,000 -- --
and COO 2001 400,000 1,645,000 70,700 1,308,500 100,000 -- --
COO

Robert H. Dickinson 2003 400,000 1,256,200(5) 98,900 5,688,400 80,000 -- --
President and 2002 400,000 1,304,300(5) 64,500 1,028,000 -- -- --
CEO of CCL 2001 400,000 1,327,000(5) -- 1,312,800 160,000 -- --

A. Kirk Lanterman 2003 214,000 1,675,900(6) -- -- -- -- $ 16,000(7)
Chairman and 2002 214,000 2,425,000(6) -- -- -- -- 15,700(7)
CEO of HAL 2001 214,000 3,223,000(6) -- -- -- -- 13,600(7)

Peter Ratcliffe(8) 2003 996,833 419,800(9) 57,800 862,150(10) 51,188(11) 3,130,887(12) 12,000(13)
CEO of P&O
Princess Cruises
International Ltd.

- ----------

(1) Represents the fair market value of personal use of corporate aircraft,
private medical insurance and tax return preparation and tax planning
services provided by a third party, as well as the dollar value of
perquisites and other personal benefits. Unless otherwise indicated,
personal benefits for each executive officer did not exceed the lesser of
$50,000 or 10% of such executive officer's total annual salary and bonus
for the years ended November 30, 2003, 2002 and 2001.

(2) Represents the value, based on the closing market price of Carnival
Corporation common stock on the NYSE on the date of grant. As of November
28, 2003, Messrs. Arison, Frank and Dickinson owned 300,000 shares, 350,000
shares and 360,000 shares of restricted Carnival Corporation common stock,
respectively. The restricted shares owned by Messrs. Frank and Dickinson
include a special one-time grant in April 2003 of 100,000 restricted shares
of Carnival Corporation common stock to Mr. Frank and 160,000 restricted
shares of Carnival Corporation common stock to Mr. Dickinson. Neither Mr.
Lanterman nor Mr. Ratcliffe owned any shares of restricted Carnival
Corporation common stock. At November 28, 2003, based on the closing price
of Carnival Corporation common stock on such date of $35.19, such
restricted shares of common stock owned by Messrs. Arison, Frank and
Dickinson had a value of $10,557,000, $12,316,500, and $12,668,400,
respectively. The restricted shares of Carnival Corporation common stock
held by such executive officers have the same rights with respect to
dividends and other distributions as all other outstanding shares of
Carnival Corporation common stock. Restricted share grants to Mr. Ratcliffe
are discussed in note 10 below.

(3) No stock appreciation rights were granted to any of the named executive
officers.

(4) In certain instances, options are granted to executive officers during the
subsequent fiscal year in recognition of services rendered during the prior
fiscal year.

(5) Represents payments to Mr. Dickinson pursuant to the 1994 Carnival Cruise
Lines Key Management Incentive Plan, which allows key management employees
of CCL to participate in an incentive award pool based upon the net income
of CCL reaching certain predetermined levels.

(6) Represents amounts payable to Mr. Lanterman under an arrangement pursuant
to which he receives a bonus based on a specified percentage of the
consolidated net income of HAL Antillen N.V., our subsidiary.

(7) Represents amounts paid on behalf of Mr. Lanterman pursuant to the Holland
America Line Inc. Profit Sharing Plan (the "Profit Sharing Plan") and the
Holland America Line Inc. Employee Savings Plan (the "Savings Plan"). The
amounts paid or accrued to Mr. Lanterman under the Profit Sharing Plan in
fiscal 2003, 2002 and 2001 were $12,000, $12,000 and $10,200, respectively.
The employer contributions made on behalf of Mr. Lanterman under the
Savings Plan for fiscal 2003, 2002 and 2001 were $4,000, $3,700 and $3,400,
respectively. The Profit Sharing Plan and the Savings Plan are generally
available to all employees of HAL.

(8) Represents Mr. Ratcliffe's compensation for the fiscal year ended November
30, 2003 (including for the period through April 16, 2003, as Chief
Executive Officer of P&O Princess Cruises plc).

(9) Represents cash amounts payable to Mr. Ratcliffe under his employment
agreement pursuant to which he receives a bonus contingent upon the net
income of certain of specified cruise brands, including Princess, P&O
Cruises, Ocean Village, Swan Hellenic P&O Cruises (Australia) and Cunard
Line Limited. The cash amount represents 50% of Mr. Ratcliffe's bonus for
the period ended November 30, 2003, the other 50% of which will be paid in
shares of Carnival plc pursuant to the Deferred Bonus Plan described in
note (10) below.

(10) Represents the value of 10,000 shares of restricted Carnival Corporation
common stock based on the closing market price of Carnival Corporation
common stock on the NYSE on the date of grant and the value of share awards
in respect of Mr. Ratcliffe's 2003 bonus that we anticipate will be granted
to Mr. Ratcliffe in March 2004. As mentioned in note (9) above, pursuant to
the terms of the P&O Princess Cruises Deferred Bonus and Co-Investment
Matching Plan (the "Deferred Bonus Plan"), 50% of Mr. Ratcliffe's bonus is
payable in the form of a conditional right to receive Carnival plc shares
after a three-year retention period. As of November 28, 2003, Mr. Ratcliffe
held 13,304 share awards under the Deferred Bonus Plan, which were granted
in respect of his 2002 bonus and are reflected under "CARNIVAL PLC
LONG-TERM INCENTIVE PLANS" below. At November 28, 2003, based on the
closing price of Carnival plc ordinary shares on such date of (pound)20.40,
such 13,304 restricted shares had a value of (pound)271,402 (or $467,544
based on the November 28, 2003 exchange rate of $1.7227: (pound)1), which
shares do not have the right to dividends until the end of the retention
period.

(11) Represents options to purchase ordinary shares of Carnival plc granted to
Mr. Ratcliffe on April 15, 2003. See "OPTION GRANTS IN LAST FISCAL YEAR."

(12) Represents the value of 128,473 Carnival plc ordinary shares at the April
15, 2003 share price of $24.37 (based on an exchange rate of
US$1.5748:(pound)1) acquired by Mr. Ratcliffe on April 15, 2003 through the
acceleration resulting from the DLC transaction of LTIP options, LTIP
awards, share awards and matching awards, granted to him by P&O Princess
Cruises plc in his capacity as Chief Executive Officer of P&O Princess
Cruises plc.

(13) Represents employer contributions made on behalf of Mr. Ratcliffe under the
P&O Princess Cruises Retirement Savings Plan.

Additional information with respect to Carnival plc's compensation and
reimbursement practices during fiscal 2003 for non-employee (or non-executive)
directors is included in the Carnival plc Directors' Remuneration Report, which
forms a part of the Carnival plc UK Report and UK GAAP Summary Financial
Statement, attached as Annex B to this proxy statement.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth all stock options granted to our Chief
Executive Officer and our four other most highly compensated executive officers
during fiscal 2003.

INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME (#)(1)(2) FISCAL YEAR (3) ($/SH)(4) DATE VALUE ($)(5)
- --------------------- --------------- --------------- ----------- ---------- ------------

Micky Arison 120,000(6) 2.24% $27.875 12/02/2012 $1,484,400
120,000 2.24 34.450 10/13/2013 1,870,800

Howard S. Frank 100,000(6) 1.86 27.875 12/02/2012 1,237,000
100,000 1.86 34.450 10/13/2013 1,559,000
Robert H. Dickinson 80,000 1.49 34.250 08/01/2013 1,241,600
A. Kirk Lanterman -- -- -- -- --
Peter Ratcliffe 51,188 1.54 24.37 04/15/2013 563,068

- ----------

(1) Except in the case of Peter Ratcliffe, represents options granted in
respect of Carnival Corporation common stock. In the case of Mr. Ratcliffe,
represents stock options granted in respect of Carnival plc ordinary
shares. No stock appreciation rights were granted to the executive officers
in fiscal 2003.

(2) Except in the case of options granted to Mr. Ratcliffe, the term for each
option is ten years and, subject to accelerated vesting upon the death or
disability of the option holder, each option is exercisable in amounts
equal to twenty percent of the aggregate number of shares underlying the
option, on the first through fifth anniversaries of the grant date. The
term of each option granted to Mr. Ratcliffe is 10 years and, subject to
accelerated vesting upon a general offer or other change of control of
Carnival plc, each option is exercisable on and from the third anniversary
of the date of grant.

(3) Except in the case of Mr. Ratcliffe, represents the percent of Carnival
Corporation options granted. In the case of Mr. Ratcliffe, represents the
percent of Carnival plc options granted.

(4) Except in the case of options granted to Mr. Ratcliffe, represents fair
market value of Carnival Corporation common stock at date of grant. In the
case of Mr. Ratcliffe, represents the middle market quotation of Carnival
plc ordinary shares on the date of grant.

(5) In accordance with U.S. Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the Grant Date
Present Value of the Carnival Corporation options set forth in this table
at $12.37 per share at December 2, 2002, $15.52 per share at August 1, 2003
and $15.59 per share at October 13, 2003 and the Carnival plc options at
$11.00 per share at April 15, 2003. Our use of this model should not be
construed as an endorsement of its accuracy at valuing options. All stock
option models require a prediction about the future movement of the stock
price. The Grant Date Present Values presented in the table were determined
in part using the following assumptions:

CARNIVAL CORPORATION CARNIVAL PLC
----------------------------------------------------- --------------
DECEMBER 2, 2002 AUGUST 1, 2003 OCTOBER 13, 2003 APRIL 15, 2003
---------------- -------------- ---------------- --------------

Expected volatility............................ 47.55% 49.42% 49.57% 48.2%
Risk-free interest rate........................ 3.60% 3.46% 3.41% 3.63%
Expected dividend yield........................ 1.27% 1.30% 1.32% 1.30%
Expected option life........................... 6 years 6 years 6 years 6 years

The real value of the options in this table depends upon the actual
performance of Carnival Corporation common stock and the Carnival plc
ordinary shares during the applicable period and upon when they are
exercised. The approach used in developing the assumptions upon which
the Black-Scholes valuation was done is consistent with the
requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation".

(6) Granted in December 2002 for services performed in fiscal 2002.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES(1)

The following table provides information on the values of the exercised
and unexercised options held by our Chief Executive Officer and our four other
most highly compensated executive officers at November 30, 2003.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END(#) FISCAL YEAR END ($)
SHARES --------------------------- -----------------------------
ACQUIRED ON VALUE
EXERCISE(#)(1) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------- ------------ ----------- ------------- ----------- -------------

Micky Arison -- -- 432,000 528,000 $2,176,050 $2,649,600(2)
Howard S. Frank 400,000 $8,420,000 360,000 440,000 1,813,375 2,208,000(2)
Robert H. Dickinson -- -- 355,200 268,800 2,546,700 2,073,600(2)
A. Kirk Lanterman -- -- -- -- -- --
Peter Ratcliffe 147,254 2,134,495 0 51,188 0 553,854(3)

- ----------
(1) Except in the case of Peter Ratcliffe, represents options granted in
respect of Carnival Corporation common stock. In the case of Mr. Ratcliffe,
represents stock options granted in respect of Carnival plc ordinary
shares. No stock appreciation rights are held by any of the named executive
officers.

(2) The value of the unexercised options is based upon the difference between
the exercise price and the average of the high and low market prices of
Carnival Corporation common stock on November 28, 2003 of $35.19.

(3) The value of the unexercised options is based upon the difference between
the exercise price and the mid-market price of Carnival plc ordinary shares
on November 28, 2003 of $35.19 (converted from pounds sterling at an
exchange rate of $1.7227:(pound)1).

Additional information with respect to option values for the directors
of Carnival plc for the financial period ended November 30, 2003 is included in
the Carnival plc Directors' Remuneration Report, which forms a part of the
Carnival plc UK Report and UK GAAP Summary Financial Statement, attached as
Annex B to this proxy statement.

CARNIVAL PLC LONG-TERM INCENTIVE PLANS

Set forth below is a table that summarizes the awards made to our Chief
Executive Officer and four other most highly compensated executive officers
under Carnival plc long-term incentive plans during the year ended November 30,
2003. Carnival Corporation does not have any long-term incentive plans.

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
- -------------------------------------------------------------------------------------------------------------
Number of Performance or
shares, other period
units or until
other maturation or Estimated future payouts under
Name rights (#) payout non-stock price-based plans
- -------------------------------------------------------------------------------------------------------------
Threshold Target Maximum
(#) (#) (#)
- -------------------------------------------------------------------------------------------------------------

Micky Arison -- -- -- -- --
Howard S. Frank -- -- -- -- --
Robert H. -- -- -- -- --
Dickinson
A. Kirk Lanterman -- -- -- -- --
Peter Ratcliffe(1) 13,304 3 years -- 3,326 13,304

- ----------
(1) During the year ended November 30, 2003, as required by the Deferred Bonus
Plan, Peter Ratcliffe invested 50% of his post-tax cash bonus for the 2002
calendar year to acquire share awards held under the Deferred Bonus Plan with
the opportunity to earn a matching award of up to 13,304 Carnival plc ordinary
shares. The extent to which Mr. Ratcliffe may receive his matching award is
based on the growth over the three-year retention period in earnings per share
of Carnival Corporation & plc as disclosed in Carnival Corporation & plc's
audited financial statements. If Carnival Corporation & plc achieves earnings
per share growth of 15% over this period, Mr. Ratcliffe will be entitled to 25%
of his matching award, or an additional 3,326 shares. If earnings per share
growth is 50%, Mr. Ratcliffe will receive his entire matching award, or an
additional 13,304 shares. For growth between 15% and 50%, the extent to which a
matching award is exercised is determined on a straight-line basis between these
points. Generally, the matching award may only be exercised if the share award
and invested shares are retained throughout the retention period.

COMPENSATION AGREEMENTS

EXECUTIVE LONG-TERM COMPENSATION AGREEMENTS

Carnival Corporation has entered into Executive Long-Term Compensation
Agreements (the "Compensation Agreements") with Micky Arison, its Chairman of
the board and Chief Executive Officer, Howard S. Frank, its Vice Chairman of the
board and Chief Operating Officer, and Robert H. Dickinson, President and Chief
Executive Officer of CCL (each an "Officer"). The Compensation Agreements
provide that during the term of such Officer's employment, Carnival Corporation
will provide long-term compensation (in addition to his annual compensation
consisting of a base salary and annual bonus, which in the case of Mr. Dickinson
is awarded under the 1994 Carnival Cruise Lines Key Management Incentive Plan)
in the form of annual grants to each Officer, contingent upon satisfactory
performance, as follows: Mr. Arison, 60,000 restricted shares of common stock
and 120,000 options to purchase common stock; Mr. Frank, 50,000 restricted
shares of common stock and 100,000 options to purchase common stock; and Mr.
Dickinson, 40,000 restricted shares of common stock and 80,000 options to
purchase common stock.

The options vest in five equal annual installments beginning one year
from the date of grant and the restricted shares of common stock vest five years
from the date of grant. Unvested options and restricted shares of common stock
are forfeited if an Officer's employment is terminated for cause, if he engages
in competition with Carnival Corporation or if he violates the nondisclosure
provisions of the Compensation Agreement.

In addition, in April 2003, Carnival Corporation entered into
agreements with Mr. Frank and Mr. Dickinson to award them a special one-time
grant of 100,000 and 160,000 restricted shares of Carnival Corporation common
stock.

RETIREMENT AND CONSULTING AGREEMENT

In 1999 and years prior thereto, Mr. Lanterman deferred receipt of a
portion of his annual bonus. In exchange, Carnival Corporation and Mr. Lanterman
entered into a Retirement and Consulting Agreement which provides that Carnival
Corporation will pay him the deferred bonus amounts plus interest in monthly
installments over the 15 years following his retirement.

EMPLOYMENT AGREEMENT

On completion of the DLC transaction, Peter Ratcliffe entered into an
employment agreement with P&O Princess Cruises International Ltd ("POPCIL")
under which he was appointed Chief Executive Officer of POPCIL responsible for
the Princess, P&O Cruises, Swan Hellenic, Ocean Village, P&O Cruises (Australia)
and Cunard Line Limited brands (the "P&O Princess brands") and other business
conducted by POPCIL from time to time. It is anticipated that, effective
February 27, 2004, substantially all of the business and assets of POPCIL will
be transferred to Carnival plc and Mr. Ratcliffe's employment will automatically
transfer with the business on its existing terms and conditions to Carnival plc.

Mr. Ratcliffe's base salary is $1.1 million with an annual bonus based
on a specified percentage of the net income from the P&O Princess brands. Fifty
percent of the annual bonus is payable in cash with the remaining fifty percent
payable in the form of a conditional right to receive shares in Carnival plc
("share awards") after a retention period of three years pursuant to the terms
of the Deferred Bonus Plan. If the share awards are not granted, POPCIL must pay
the remaining portion of such bonus in cash. Mr. Ratcliffe is eligible for a
match of his share award granted in 2003 in respect of his 2002 bonus up to 100%
depending on the earnings per share growth of Carnival Corporation & plc as
described under "CARNIVAL PLC LONG-TERM INCENTIVE PLANS". Mr. Ratcliffe will,
subject to the recommendation of the trustee of the P&O Princess Cruises
Employee Benefit Trust, be entitled to receive share awards in future years in
respect of 50% of his annual bonus (subject to the value of the annual bonus
share award in any year not exceeding 50% of his base salary) but will not be
entitled to matching awards or to contribute any part of his bonus in further
share awards.

Subject to satisfactory performance conditions during the year, Mr.
Ratcliffe is entitled to receive annual non-qualified stock options to purchase
50,000 shares of Carnival Corporation common stock pursuant to the terms of the
Carnival Corporation 2002 Stock Plan. The options vest in five equal annual
installments beginning one year from the date of grant. Unvested options are
forfeited if Mr. Ratcliffe's employment is terminated for cause or because he is
in material violation of the non-competition, non-disclosure or intellectual
property provisions of his employment agreement, or by Mr. Ratcliffe prior to
the age of 60 other than a as a result of a terminal medical condition or for
good reason as defined in his employment agreement.

Mr. Ratcliffe is also entitled to certain fringe benefits available to
other senior executives as well as participation in the P&O Princess Cruises
Pension Scheme and the Princess Cruises Supplemental Executive Retirement Plan.

If Mr. Ratcliffe's employment agreement is terminated by POPCIL without
"Cause" or is terminated by Mr. Ratcliffe with "Good Reason" (as such terms are
defined in the employment agreement), Mr. Ratcliffe is entitled to compensation
of base salary, a bonus equal to the bonus paid the year prior to termination
and certain benefits such as a car, medical insurance and recreational/health
club membership fees unless Mr. Ratcliffe becomes eligible for similar benefits
from another employer prior to expiration of the 12 month period. If Mr.
Ratcliffe's employment is terminated for "Cause," no additional payments are due
(other than amounts accrued, but unpaid) as of the date of termination.
Termination for reasons other than POPCIL termination for Cause, termination by
Mr. Ratcliffe without Good Reason or termination by reason of a material breach
of the non-disclosure or intellectual property provisions of the employment
agreement, permits Mr. Ratcliffe to retain his share awards and matching awards
in the plan for the full retention period, subject to certain exceptions.

All options granted to Mr. Ratcliffe before December 31, 2002 vested in
full on completion of the DLC transaction and became exercisable from that date
until the scheduled 10-year expiration date of each set of options. In the event
of Mr. Ratcliffe's termination before exercise, the outstanding options lapse on
the later of 12 months following termination (but not later than the 10-year
expiration date) or 42 months following grant. Further, POPCIL exercised its
discretion to allow the options granted to Mr. Ratcliffe on April 15, 2003 to be
exercised in full between three years from the date of grant and the 10-year
expiration date of the options without reference to any performance targets. In
the event of Mr. Ratcliffe's termination before exercise, the outstanding
options lapse on the later of 12 months following termination (but not later
than the 10-year expiration date) or 42 months following grant.

Additional long-term compensation information for the directors of
Carnival plc for the financial period ended November 30, 2003 is included in the
Carnival plc Directors' Remuneration Report, which forms a part of the Carnival
plc UK Report and UK GAAP Summary Financial Statement, attached as Annex B to
this proxy statement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended November 30, 2003, the composition of the
Carnival Corporation Compensation Committee changed. Until April 17, 2003,
Messrs. Sherwood M. Weiser, Uzi Zucker and Modesto A. Maidique served as members
of the Carnival Corporation Compensation Committee. Mr. Weiser resigned from the
board of directors of Carnival Corporation and the Compensation Committee on
April 17, 2003. Mr. Zucker resigned from the Compensation Committee on April 17,
2003.

Carnival Corporation and Carnival plc are two separate legal entities
and, therefore, each has a separate board of directors, each of which in turn
has its own Compensation Committee. Effective April 17, 2003, Dr. Maidique was
appointed Chairman, and Sir John Parker was appointed as a member, of the
Compensation Committee of the board of directors of each of Carnival Corporation
and Carnival plc. John P. McNulty was appointed as a member of each of the
Compensation Committees on June 25, 2003.

TRANSACTIONS WITH SHERWOOD M. WEISER. Mr. Weiser is currently a
managing member of and owns a membership interest in Continental Hospitality
Holdings, LLC ("CHH"). In June 2002, CHH redeemed Carnival Corporation's entire
55% interest in CHH for $1.1 million paid in cash, a $4.3 million
interest-bearing promissory note and certain additional contingent
consideration. The note is personally guaranteed by Mr. Weiser and certain other
owners of CHH. During fiscal 2003, Carnival Corporation received principal and
interest payments of approximately $966,000 and $206,000, respectively, under
the promissory note.

EQUITY COMPENSATION PLANS

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,
2003.

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
- ------------------------- -------------------------- -------------------- -------------------------
(A) (B) (C)

Equity compensation plans
approved by security holders 15,730,317 $ 30.58 34,941,750

Equity compensation plans not
approved by security holders 0 0 0
-------------------------- -------------------- -------------------------
Total 15,730,317 $ 30.58 34,941,750

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, 2003.

Equity compensation plans
approved by security holders 3,567,662 $ 21.07 4,765,104

Equity compensation plans not
approved by security holders 0 0 0

-------------------------- -------------------- -------------------------
Total 3,567,662 $ 21.07 4,765,104

- ----------

(1) Converted from pounds sterling, if applicable, using the exchange rate of
$1.7227:(pound)1 on November 28, 2003.

DEFINED BENEFIT AND OTHER PLANS

CARNIVAL CORPORATION

The following table sets forth the combined and estimated pension
benefits payable at age 65 (the "Normal Retirement Date"), pursuant to Carnival
Corporation's nonqualified pension plan (the "Carnival Corporation Pension
Plan") and Supplement Executive Retirement Plan ("SERP").

YEARS OF SERVICE
---------------------------------------------------------------------------
PAY 15 20 25 30 35
- ---------- ------------ ----------- ------------ -------------- --------------

$1,000,000 $ 278,359 $ 378,359 $ 478,359 $ 478,359 $ 478,359
$1,250,000 $ 353,359 $ 478,359 $ 603,359 $ 603,359 $ 603,359
$1,500,000 $ 428,359 $ 578,359 $ 728,359 $ 728,359 $ 728,359
$1,750,000 $ 503,359 $ 678,359 $ 853,359 $ 853,359 $ 853,359
$2,000,000 $ 578,359 $ 778,359 $ 978,359 $ 978,359 $ 978,359
$2,250,000 $ 653,359 $ 878,359 $ 1,103,359 $ 1,103,355 $ 1,103,355

A participant's benefits under the Carnival Corporation Pension Plan
are calculated based on an employee's length of service with Carnival
Corporation and the average of the participant's five highest consecutive years
of compensation (including base pay, overtime, bonuses and commissions) out of
the last ten years of service. The eligible compensation with respect to the
individuals named in the Summary Compensation Table includes base salary and
cash bonuses. The Carnival Corporation Pension Plan provides an early retirement
benefit at age 55 after completion of 15 years of service, subject to a
reduction of .5% for each month that distribution of benefits precedes the
participant's Normal Retirement Date.

The normal form of payment is a straight life annuity with benefits
ceasing at the later of the death of the participant or five years from the date
of first payment. If the employee is married, pension benefits are presumptively
payable on a reduced 50% joint and survivor annuity basis with the employee's
spouse as the contingent annuitant. If the employee is not married, pension
benefits are paid as a lump sum to the participant's beneficiary or estate, as
applicable. For retired or terminated employees, other forms of distribution are
available under the Carnival Corporation Pension Plan.

The Carnival Corporation Pension Plan does not reduce benefits on
account of Social Security (or any other benefit), other than as reflected in
the benefit formula which is integrated with Social Security.

Carnival Corporation established the SERP to provide benefits to a
select group of management or highly compensated employees. Currently, only
Robert H. Dickinson and Howard S. Frank are eligible to participate. The SERP
provides a benefit equal to 50% of cash compensation (as defined in the SERP)
reduced proportionately for each year of service less than 25. Mr. Dickinson and
Mr. Frank have already satisfied the 25 year service requirement. The SERP
provides an early retirement benefit at age 55 after completion of 15 years of
service, subject to a reduction of .25% for each month that distribution of
benefits precedes the participant's Normal Retirement Date.

The SERP benefit is offset for any benefit payable under the Carnival
Corporation Pension Plan and for Social Security benefits. The form of payment
is either a lump-sum, life annuity (with either a 5-year or 10-year certain
benefit) or a joint and survivor annuity for married participants.

As of December 31, 2003, the years of credited service under the
Carnival Corporation Pension Plan for each of the executive officers named in
the Summary Compensation Table, except for A. Kirk Lanterman and Peter
Ratcliffe, who are not eligible for participation in the Carnival Corporation
Pension Plan, was as follows: Micky Arison, age 54, with 29 credited years of
service; Robert H. Dickinson, age 61, 29 years; and Howard S. Frank, age 63, 15
years. In consideration of Mr. Frank's forfeiture of retirement benefits from
his prior employer, on April 17, 1995, the Compensation Committee approved an
agreement with Mr. Frank whereby Carnival Corporation agreed to compensate Mr.
Frank upon his retirement for benefits he would have received under the Carnival
Corporation Pension Plan if he had been credited with an additional 13 years of
service in addition to the actual years of credited service, reduced by the
amounts payable to him under the Carnival Corporation Pension Plan. He is also
credited with an additional 13 years of service under the SERP.

Carnival Corporation has a benefit limitation policy for the Carnival
Corporation Pension Plan consistent with Section 415 of the Internal Revenue
Code of 1986 (the "Code") applicable only to Micky Arison. The annual
compensation covered by the Carnival Corporation Pension Plan for the calendar
year 2003 for Micky Arison is limited to $295,404 (as may be indexed) pursuant
to Section 401(a)(17) of the Code.

The following table sets forth the estimated pension benefits payable
to Micky Arison at the Normal Retirement Date pursuant to the Carnival
Corporation Pension Plan:

YEARS OF SERVICE
--------------------------------------------------------------------------
PAY 15 20 25 30 35
- ---------- ------------ ----------- ------------ ------------- ------------

$295,404 $ 64,892 $ 86,523 $ 108,154 $ 129,784 $ 129,784

CARNIVAL PLC

UK PENSION SCHEME

Pursuant to the P&O Princess Cruises Pension Scheme (the "UK Scheme"),
a UK resident defined-benefit scheme approved by the UK Inland Revenue,
participants generally accrue pension rights at a rate of up to 1/60th of final
salary for each year of service, although the accrual rate varies by employee.
Peter Ratcliffe accrues pension rights under the UK Scheme at a rate of up to
1/45th of final salary for years of service after April 1, 1988. He accrues
pension rights at a rate of up to 1/60th of final salary for each year prior to
April 1, 1988. For this purpose, final salary is defined as the basic salary
received in the final 12 months of service less (other than in the case of Mr.
Ratcliffe) 1.5 times the threshold for UK National Insurance payments for the
applicable year (the "Lower Earnings Limit"). Normal retirement age is 63 for
general employees and 60 for sea staff and certain senior executives. In
addition, a cash supplement is paid equal to 1/20th of the Lower Earnings Limit
for shore employees or 1/8th of the Lower Earnings Limit for sea employees for
each year of pensionable service.

Peter Ratcliffe is our only named executive officer who is eligible for
pension benefits from Carnival plc. Mr. Ratcliffe has 33 years of credited
service under the UK Scheme. The estimated annual benefits payable upon
retirement to Mr. Ratcliffe under the UK Scheme at the normal retirement age of
60 is $802,933 based on unchanged basic salary.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Carnival plc has established the Princess Cruises Supplemental
Executive Retirement Plan in the United States (the "Supplemental Plan"). This
plan provides benefits to supplement those received from other plans, including
the UK Scheme. The overall effect is to provide, on retirement, a pension of 65%
of final salary, subject to having completed 15 years' service. For this
purpose, final salary is the average basic salary for the five years immediately
preceding retirement. Peter Ratcliffe's service in the Supplemental Plan
commenced on September 1, 1986, so as his service exceeds 15 years, the maximum
pension would be payable on retirement. Normal retirement age is 60. If benefits
from the U.K. Scheme exceed those resulting from the Supplemental Plan, no
further amounts are payable under the Supplemental Plan.

Additional information with respect to pension plan arrangements for
Carnival plc for the financial period ended November 30, 2003 is included in the
Carnival plc Directors' Remuneration Report, which forms a part of the Carnival
plc UK Report and UK GAAP Summary Financial Statement, attached as Annex B to
this proxy statement.

REPORT OF THE COMPENSATION COMMITTEES

Carnival Corporation and Carnival plc are two separate legal entities
and, therefore, each has a separate board of directors, each of which in turn
has its own Compensation Committee. As there is a single management team, the
Committees (which have three identical members), make one set of determinations
in relation to both companies.

This report of the Compensation Committees sets out the compensation
policies of the Compensation Committee with respect to the Chief Executive
Officer and the four other most highly compensated executive officers for the
year ended November 30, 2003, details of whose compensation is set forth under
"EXECUTIVE COMPENSATION" in accordance with U.S. Securities and Exchange
Commission requirements. Further information on our compensation policies as
required under applicable UK law is set out in the Carnival plc Directors'
Remuneration Report, which forms a part of the Carnival plc UK Report and UK
GAAP Summary Financial Statement, attached as Annex B to this proxy statement.

The Compensation Committees are responsible for annually recommending
to the boards of directors the cash compensation payable to the executive
officers named in the Summary Compensation Table and for the administration of
the Carnival Corporation and Carnival plc stock-based incentive plans.
Compensation decisions by the Compensation Committees are submitted to the
relevant boards of directors for approval.

The Compensation Committee for each of Carnival Corporation and
Carnival plc is currently comprised of Dr. Modesto A. Maidique, Mr. John P.
McNulty and Sir John Parker, each of whom is independent as defined by the
listing standards of the NYSE currently in effect. During a portion of fiscal
2003, the Compensation Committee for Carnival Corporation was comprised of
Messrs. Sherwood M. Weiser, Uzi Zucker and Modesto A. Maidique, each of whom was
independent as defined by the listing standards of the NYSE.

COMPENSATION PHILOSOPHY

The key components of the compensation of the Chief Executive Officer
and the other executive officers are base salary, annual bonus and stock-based
incentives. The objective is to create compensation packages for executive
officers that are competitive with compensation payable by comparable peer
companies, as well as to provide both short-term rewards and long-term
incentives for positive individual and corporate performance. The various
components of executive compensation are discussed below.

BASE SALARIES

Overall, the base salaries of executive officers, including the base
salary of the Chief Executive Officer, are set at a level the Committees believe
to be below the median of salaries paid to executives of comparable peer
companies. The objective is to emphasize the variable annual bonus as the most
important cash compensation feature of executive compensation as a reward for
contributions made towards achieving Carnival Corporation & plc's goals,
including profitability.

BONUSES

The emphasis on the annual discretionary bonus for the Chief Executive
Officer and other corporate level executive officers allows Carnival Corporation
& plc greater flexibility in rewarding favorable individual and corporate
performance than possible under a salary-oriented structure. The annual bonus to
Robert Dickinson is based on the financial performance of Carnival Cruise Lines
and is determined pursuant to the terms of the 1994 Carnival Cruise Lines Key
Management Incentive Plan (the "CCL Plan"). The annual bonus for Mr. Lanterman,
Chief Executive Officer of HAL is based on the financial performance of HAL. The
annual bonus for Peter Ratcliffe is based on the financial performance of the
P&O Princess brands and any other brands for which he is responsible during the
financial year.

Although there is no specific relationship between the bonus for the
Chief Executive Officer and the Chief Operating Officer and the performance for
the 2003 fiscal year, the Compensation Committees considered generally the
individual performance of such executives as well as the financial performance
of Carnival Corporation & plc for fiscal 2003 and the shareholder return
reflected in the Performance Graphs appearing elsewhere in this proxy statement.

STOCK-BASED INCENTIVES

The third component of Carnival Corporation & plc's executive
compensation is comprised of stock-based incentive plans. Whereas the cash bonus
payments are intended to reward positive short-term individual and corporate
performance, grants under the stock-based plans are intended to provide
executives with longer term incentives, which appreciate in value with the
continued favorable future performance of Carnival Corporation & plc. The
Compensation Committees approve grants of stock options and restricted stock
pursuant to the 2002 Stock Plan, the Carnival plc stock option plan and the
other stock-based incentive plans described elsewhere in this proxy statement
based on the individual performance of the executive officers, oversee the
activities of individuals and committees responsible for administering the plan,
and discharge any responsibilities of the Committees pursuant to any such plans.

OTHER COMPENSATION

Carnival Corporation and Carnival plc have entered into various
compensation-related agreements with individual officers. See "EXECUTIVE
COMPENSATION--EXECUTIVE LONG-TERM COMPENSATION AGREEMENTS" and "EXECUTIVE
COMPENSATION--EMPLOYMENT AGREEMENT." Such agreements include stock compensation
agreements and employment agreements. The Committees and the boards of directors
will continue to consider such arrangements in the future in connection with
circumstances that warrant an individualized compensation arrangement.

In fiscal 2003, some of Carnival Corporation's executive officers also
participated in Carnival Corporation's nonqualified defined benefit pension plan
and all were able to participate in Carnival Corporation's nonqualified
401(k)/profit sharing plan. In addition, two of Carnival Corporation's executive
officers participated in Carnival Corporation's supplemental executive
retirement plan and Peter Ratcliffe participated in the Carnival plc UK Scheme
and Supplemental Plan.

REVIEW OF POLICIES

The Committees have engaged an outside compensation consultant, Watson,
Wyatt & Company, to perform a comprehensive review of the compensation policies
of Carnival Corporation & plc. This review is expected to be completed in fiscal
2004.

THE COMPENSATION COMMITTEE THE COMPENSATION COMMITTEE
OF CARNIVAL CORPORATION OF CARNIVAL PLC
- --------------------------------------- ----------------------------------
Modesto A. Maidique, Chairman Modesto A. Maidique, Chairman
John P. McNulty John P. McNulty
Sir John Parker Sir John Parker

STOCK PERFORMANCE GRAPHS

CARNIVAL CORPORATION

The following graph compares the Price Performance of $100 if invested
in Carnival Corporation common stock with the Price Performance of $100 if
invested in each of the S&P 500 Index and the Dow Jones Industry Group REQ
(leisure services and products). The Price Performance, as used in the
Performance Graph, is calculated by assuming $100 is invested at the beginning
of the period in Carnival Corporation common stock at a price equal to the
market value. At the end of each fiscal year the total value of the investment
is computed by taking the number of shares owned, assuming Carnival Corporation
dividends are reinvested on an annual basis, times the market price of the
shares at the end of each fiscal year.

CUMULATIVE TOTAL RETURN

[GRAPH OMITTED]

1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
Carnival Corporation 100 129 67 79 86 110
Dow Jones Industry Group/REQ 100 110 85 86 92 98
S&P 500 Index 100 121 116 102 85 98

CARNIVAL PLC

The following graph compares the Price Performance of $100 invested in
Carnival plc American Depositary Shares ("ADSs"), each representing one ordinary
share of Carnival plc (prior to April 17, 2003 each ADS represented four
ordinary shares of Carnival plc), with the Price Performance of $100 invested in
each of the NYSE Market Index, the S&P 500 Index and the Dow Jones Industry
Group REQ (leisure services and products). The Price Performance, as used in the
Performance Graph, is calculated by assuming $100 was invested in Carnival plc
ADSs at a price equal to the market value on October 23, 2000, the date on which
Carnival plc ordinary shares and ADSs were originally listed on the LSE and the
NYSE, respectively, upon the demerger of the cruise business of The Peninsular
and Oriental Steam Navigation Company. Prior to October 23, 2000, there was no
public market for Carnival plc equity securities. The total value of the
investment at the end of each subsequent fiscal year is computed by taking the
number of ADSs owned, assuming Carnival plc dividends are reinvested on an
annual basis, times the market price of ADSs at the end of each fiscal year.

We have decided to change to the S&P 500 Index for the Carnival plc
Performance Graph from the NYSE Market Index used last year so that the
comparison used for the Carnival plc ADSs is consistent with the comparison used
for Carnival Corporation common stock. We use the S&P 500 Index for the Carnival
Corporation Performance Graph.

CUMULATIVE TOTAL RETURN

[GRAPH OMITTED]

OCT. 23,
2000 2000 2001 2002 2003
---- ---- ---- ---- ----
Carnival plc 100 88 133 185 257
Dow Jones Industry Group/REQ 100 104 104 110 119
NYSE Market Index 100 95 88 77 91
S&P 500 Index 100 92 81 68 78

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

AUDIT AND NON-AUDIT FEES

PricewaterhouseCoopers LLP were the auditors of Carnival Corporation
during 2002 and 2003 and of Carnival plc since April 18, 2003. KPMG Audit plc
were the auditors of Carnival plc for 2002 and through April 17, 2003.
Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP
for the years ended November 30, 2003 and 2002 and by KPMG Audit plc for the
period January 1, 2003 through April 17, 2003 and the year ended December 31,
2002 are set forth below.

CARNIVAL CARNIVAL PLC
CORPORATION JANUARY 1, 2003 CARNIVAL
& PLC THROUGH APRIL CORPORATION CARNIVAL PLC
2003 17, 2003 2002 2002
(IN MILLIONS)(1) (IN MILLIONS)(2) (IN MILLIONS)(3) (IN MILLIONS)(2)
---------------- ---------------- ---------------- ----------------

Audit Fees $1.4 $0.1 $0.9 $1.1
Audit-Related Fees 0.8 0.8 0.4 2.6
Tax Fees 0.2 0.9 0.2 3.1
All Other Fees 0.1 -- 0.8 --
---------------- ---------------- ---------------- ----------------
Total $2.5 $1.8 $2.3 $6.8
================ ================ ================ ================

(1) Represents fees for professional services rendered by
PricewaterhouseCoopers LLP for Carnival Corporation & plc. Includes
fees for audit and audit related services for Carnival Corporation &
plc for the period April 18, 2003 through November 30, 2003.

(2) Represents fees for professional services rendered by KPMG Audit plc
for Carnival plc.

(3) Represents fees for professional services rendered by
PricewaterhouseCoopers LLP for Carnival Corporation.

AUDIT FEES for PricewaterhouseCoopers LLP for 2003 and 2002 were for
professional services rendered for the audits of the consolidated financial
statements of Carnival Corporation & plc, quarterly review of these consolidated
financial statements included in our quarterly reports on Form 10-Q, consents,
comfort letters, registration statements, statutory audits relied upon in the
audit of Carnival Corporation & plc's consolidated financial statements and
other agreed upon procedures required to complete the year end audits of the
consolidated financial statements. Audit fees for KPMG Audit plc for the period
January 1, 2003 through April 17, 2003 and for 2002 were for professional
services rendered for the audits of the consolidated financial statements of
Carnival plc, quarterly reviews and a debt compliance certificate.

AUDIT-RELATED FEES for PricewaterhouseCoopers LLP for 2003 and 2002
were for assurance and related services primarily associated with the DLC
transaction with P&O Princess Cruises plc, other due diligence services,
statutory audits not relied upon in the audit of Carnival Corporation & plc's
consolidated financial statements, employee benefit plan audits and internal
control reviews. Audit-related fees for KPMG Audit plc for the period January 1,
2003 through April 17, 2003 and for 2002 were primarily for services related to
the DLC transaction.

TAX FEES for PricewaterhouseCoopers LLP for 2003 and 2002 were for
services related to tax compliance and tax planning. Tax fees for KPMG Audit plc
for the periods from January 1, 2003 through April 17, 2003 and for 2002 were
primarily related to the DLC transactions and tax planning.

ALL OTHER FEES for PricewaterhouseCoopers LLP for 2003 were primarily
for actuarial services and employee benefit plan consulting and Immigration and
Naturalization Service certifications. All other fees for PricewaterhouseCoopers
LLP for 2002 consist primarily of fees for Carnival Corporation's corporate
procurement system, actuarial services and employee benefit plan consulting.

None of the services described above were provided under the DE MINIMIS
exception set forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

In December 2003, the Audit Committees adopted Key Policies and
Procedures which address, among other matters, pre-approval of audit and
permissible non-audit services provided by the independent auditor. The Key
Policies and Procedures require that all services to be provided by the
independent auditors must be approved by the Audit Committees. To facilitate
smaller projects that may arise between scheduled meetings of the Audit
Committees, the Committees have pre-approved the provision of certain defined
services by the independent auditors, subject to an annual threshold of
$100,000. For both types of pre-approval, the Audit Committees consider whether
such services are consistent with the rules of the U.S. Securities and Exchange
Commission on auditor independence.

REPORT OF THE AUDIT COMMITTEES

Carnival Corporation and Carnival plc are two separate legal entities
and, therefore, each has a separate board of directors, each of which in turn
has its own Audit Committee. In accordance with their charter (a copy of which
is attached as Annex C to this proxy statement), each Audit Committee assists
the relevant board of directors in carrying out its oversight of:

o the integrity of the relevant financial statements;

o the company's compliance with legal and regulatory
requirements;

o the independent auditors' qualifications and independence; and

o the performance of the company's internal audit functions and
independent auditors.

Both Audit Committees are subject to the audit committee independence
requirements under the corporate governance standards of the NYSE and relevant
SEC rules, and the Audit Committee of Carnival plc is also subject to the
requirements of the UK Combined Code. The two Audit Committees have identical
members and each currently consists of four independent (as defined by the
listing standards of the NYSE currently in effect and the UK Combined Code),
non-employee directors.

Management has primary responsibility for Carnival Corporation & plc's
financial reporting process, including its system of internal control, and for
the preparation of consolidated financial statements. Carnival Corporation &
plc's independent auditors are responsible for performing an independent audit
of those financial statements and expressing an opinion on the conformity of
those financial statements with U.S. generally accepted accounting principles.
The Audit Committees are responsible for monitoring and overseeing the financial
reporting process and the preparation of consolidated financial statements and
for supervising the relationship between Carnival Corporation & plc and its
independent auditors, as well as reviewing the group's systems of internal
controls and compliance with the group Code of Business Conduct and Ethics. The
Audit Committees have met and held discussions with management of Carnival
Corporation & plc and the independent auditors. In this context, management
represented to the Audit Committees that Carnival Corporation & plc's
consolidated financial statements were prepared in accordance with U.S.
generally accepted accounting principles.

The Audit Committees (i) reviewed and discussed Carnival Corporation &
plc's audited financial statements for the year ended November 30, 2003 with
Carnival Corporation & plc's management and with Carnival Corporation & plc's
independent auditors; (ii) discussed with Carnival Corporation & plc's
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received the written disclosures and the
letter from Carnival Corporation & plc's independent accountants required by
Independence Standards Board Statement No. 1 (Independence Discussions with
Audit Committees) and discussed with Carnival Corporation & plc's independent
auditors the independent auditor's independence. The Audit Committees also
considered whether the provision to the relevant entity by the independent
auditors of non-audit services was compatible with maintaining the independence
of the independent auditors. Based on the reviews and discussions described
above, the Audit Committees recommended to the boards of directors that the
audited consolidated financial statements of Carnival Corporation & plc be
included in Carnival Corporation & plc's Annual Report on Form 10-K for the year
ended November 30, 2003 for filing with the U.S. Securities and Exchange
Commission.

THE AUDIT COMMITTEE OF THE AUDIT COMMITTEE OF
CARNIVAL CORPORATION OF CARNIVAL PLC
--------------------------------- --------------------------------
Stuart Subotnick, Chairman Stuart Subotnick, Chairman
Richard G. Capen, Jr. Richard G. Capen, Jr.
Arnold W. Donald Arnold W. Donald
Sir John Parker Sir John Parker

TRANSACTIONS OF MANAGEMENT AND DIRECTORS

TRANSACTIONS WITH MICKY ARISON. Mr. Arison, our Chairman and Chief
Executive Officer is also the Chairman and Chief Executive Officer and the
indirect sole shareholder of Florida Basketball Associates, Inc., the sole
general partner of the Miami Heat Limited Partnership ("MHLP"), the majority
owner of the Miami Heat, a professional basketball team. Pursuant to a
sponsorship agreement between Carnival Corporation and MHLP, Carnival
Corporation paid MHLP approximately $318,000 during fiscal 2003 in exchange for
various sponsorship, marketing and advertising services and the use of floor
level season tickets.

Carnival Corporation also provided aircraft management services to
MHLP. During fiscal 2003, Carnival Corporation received approximately $1.4
million from MHLP as compensation for providing such services and reimbursement
of costs. Carnival Corporation ceased providing such aircraft management
services to MHLP in 2003.

From time to time Carnival Corporation charters the aircraft owned by
MHLP under an arrangement whereby it pays estimated fair market charter rates.
During fiscal 2003, Carnival Corporation incurred $66,000 for charters of this
aircraft.

TRANSACTIONS WITH FUNAIR CORPORATION. Carnival Corporation provided
aircraft management services to Funair Corporation ("Funair"), a company
beneficially owned by a trust established for the benefit of Shari Arison, a
former member of Carnival Corporation's board of directors and Micky Arison's
sister. During fiscal 2003, Carnival Corporation received approximately $2.2
million from Funair as compensation for providing such services and
reimbursement of costs. Carnival Corporation ceased providing such aircraft
management services to Funair in 2003.

TRANSACTIONS WITH THE TED ARISON FAMILY FOUNDATION USA, INC. Shari
Arison is the Chairman of the Board of Trustees and President of the Ted Arison
Family Foundation USA, Inc. (the "Foundation"), a charitable foundation
established by Carnival Corporation's founder, Ted Arison. Carnival Corporation
leases approximately 100 square feet of office space to the Foundation and
employs one of its employees. During fiscal 2003, Carnival Corporation received
approximately $104,000 from the Foundation for both lease payments and for all
costs incurred by Carnival Corporation related to this employee. It is expected
that Carnival Corporation will continue these arrangements with the Foundation
in the future.

REGISTRATION RIGHTS. Pursuant to a letter agreement (the "Trust
Registration Rights Agreement") dated July 11, 1989, Carnival Corporation
granted to the Ted Arison Irrevocable Trust (the "Irrevocable Trust") and the
Arison Children's Irrevocable Trust (the "Children's Trust," and together with
the Irrevocable Trust, the "Trusts") certain registration rights with respect to
the 28,554,056 shares of Carnival Corporation common stock held for investment
by the Trusts (the "Shares"). The beneficiaries of the Trusts included the
children of Ted Arison, including Micky Arison, our Chairman of the boards and
Chief Executive Officer, and Shari Arison, a former director. Effective December
26, 1991, the Children's Trust was divided into three separate continued trusts,
including continued trusts for Micky Arison and Shari Arison.

Under the Trust Registration Rights Agreement, Carnival Corporation has
granted the Trusts demand and piggyback registration rights. Carnival
Corporation is not required to effect any demand registration unless all of the
Shares owned by either of the Trusts are included in the demand. Carnival
Corporation has agreed to bear all expenses relating to such demand and
piggyback registrations, except for fees and disbursements of counsel for the
Trusts, underwriting discounts and applicable filing fees.

Under a registration rights agreement (the "Arison Registration Rights
Agreement"), Carnival Corporation granted certain registration rights to Ted
Arison with respect to the shares of common stock beneficially owned by him (the
"Arison Shares") in consideration for $10,000. The registration rights were held
by the Estate of Ted Arison. The Estate of Ted Arison subsequently transferred
the Arison Shares to The 1997 Irrevocable Trust of Micky Arison, the Ted Arison
1992 Irrevocable Trust for Lin No. 2, the Ted Arison 1994 Irrevocable Trust for
Shari No. 1 and the Michael Arison 1999 Irrevocable Delaware Trust

(collectively, the "Family Trusts"). The Arison Registration Rights Agreement
provides for demand and piggyback registration rights. Carnival Corporation has
agreed to bear all expenses relating to such demand and piggyback registrations,
except for fees and disbursements of counsel for the Family Trusts, selling
costs, underwriting discounts and applicable filing fees.

TRANSACTIONS WITH CRUISE SPECIALISTS. Janet Olczak Lanterman, the wife
of A. Kirk Lanterman, one of our executive officers and a director, is the owner
of a travel agency located in Seattle, Washington, named Cruise Specialists.
Under the laws of the State of Washington, Ms. Lanterman's ownership interest in
Cruise Specialists is her separate property and, accordingly, Mr. Lanterman does
not have any ownership interest in the agency. Cruise Specialists sells cruises
and other similar products for various travel providers, including us, under
arrangements that are common throughout the travel industry, whereby Cruise
Specialists receives a commission based on sales generated. In fiscal 2003,
Cruise Specialists generated approximately $14.9 million of gross revenues
(before commission) for Carnival Corporation & plc. In connection with such
revenues, Cruise Specialists received commissions of approximately $2.6 million
from Carnival Corporation & plc. Carnival Corporation and Carnival plc believe
that the commissions paid to Cruise Specialists are comparable to those paid to
other travel agents for comparable services.

LOAN TO PAMELA C. CONOVER. On July 22, 2002, Carnival Corporation
entered into a loan agreement with Pamela C. Conover, President and Chief
Operating Officer of Cunard Line Limited. The loan was set up as a line of
credit for $250,000. Interest accrued on the loan at the rate of 2.82% per
annum. Principal and accrued interest due under the loan were payable upon
demand. Ms. Conover repaid the loan in full on June 30, 2003.

LOAN TO STEIN KRUSE. In February 2002, HAL made a $250,000 advance to
Stein Kruse against amounts he was expected to received under the Holland
America Line Key Management Incentive Plan during the following five years. In
March 2002, when the unpaid balance under the advance was $150,000, HAL agreed
that no further deductions would be made from Mr. Kruse's Key Management
Incentive Plan awards in respect of this advance. However, if his service with
HAL is terminated for any reason prior to November 30, 2004, this $150,000 will
be payable in full. If Mr. Kruse remains employed by HAL through November 30,
2004, this $150,000 will be forgiven.

TRANSACTIONS WITH TRUSTEES. James M. Dubin is the sole shareholder of
JMD Delaware, Inc., JMD Protector, Inc. and Balluta Limited, which act either as
trustee or protector of certain Arison family trusts. By virtue of being the
sole shareholder of JMD Delaware, Inc., JMD Protector Inc., and Balluta Limited,
Mr. Dubin may be deemed to own the aggregate of 141,372,330 shares of Carnival
Corporation common stock beneficially owned by such entities, as to which he
disclaims beneficial ownership. Mr. Dubin resigned as one of Carnival
Corporation's directors on April 17, 2003. He is a partner in the New York law
firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, which firm serves as
counsel to Carnival Corporation & plc, Micky Arison and Shari Arison.

TRANSACTIONS WITH HORST RAHE. On March 12, 2003, Carnival plc, POPCIL
and Deutsche Seereederei GmbH ("DS"), a company wholly owned by Mr. Horst Rahe,
a former director of Carnival plc, and his family each signed a letter
confirming certain rights and obligations of the parties to the Aida Sale and
Purchase Agreement (the "Aida Sale and Purchase Agreement"), dated September 25,
2000, between Carnival plc, POPCIL and DS. Under the letter DS irrevocably
exercised its right to give Carnival plc an accelerated notice with respect to
an option payment under the Aida Sale and Purchase Agreement conditional on
completion of the DLC transaction. Accordingly, following completion of the DLC
transaction, Carnival plc paid DS (euro)58,798,566 in respect of the option
payment in accordance with the terms of the Aida Sale and Purchase Agreement.
Following such payment, the Aida Sale and Purchase Agreement terminated.

On December 5, 2003, POPCIL sold the A'ROSA river cruise business to
Arkona AG, a German-based leisure travel supplier that is controlled by Horst
Rahe. The price of the transaction, which included A'ROSA's three 200-passenger
riverboats and the A'ROSA trademark, was approximately (euro)63.5 million,
including (euro)800,000 payable for the goodwill of the business. The sale is
part of POPCIL's strategy to

consolidate its German cruise operations. As part of the transaction, POPCIL
agreed, through its Seetours operating unit, to provide certain technical
support and sales and marketing services to Arkona AG for the AROSA business
until the end of 2004.

OTHER TRANSACTIONS. Certain transactions involving Sherwood M. Weiser
are described in "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION."

TRANSACTIONS WITH AFFILIATED ENTITIES. Carnival Corporation & plc has
adopted a policy of dealing with affiliated entities on an arm's-length basis
and Carnival Corporation & plc may not engage in business transactions with any
affiliate on terms and conditions less favorable to Carnival Corporation & plc
than terms and conditions available at the time for comparable transactions with
unaffiliated persons.

CHANGE IN INDEPENDENT AUDITORS

As previously disclosed, on April 17, 2003, KPMG Audit Plc ("KPMG")
resigned as the independent auditors for Carnival plc. The report of KPMG on
Carnival plc's financial statements for the years ended December 31, 2002 and
December 31, 2001 contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles. During the years ended December 31, 2001 and December 31, 2002 and
the subsequent interim period through April 17, 2003, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused it
to make reference thereto in its reports on the financial statements for such
periods.

On April 17, 2003, based on a decision to have one audit firm to audit
the consolidated financial statements of Carnival Corporation & plc, Carnival
plc engaged PricewaterhouseCoopers LLP to serve as its independent auditors for
the financial period ended November 30, 2003 and this appointment was approved
by Carnival plc shareholders at their annual general meeting on June 23, 2003.
The decision to engage PricewaterhouseCoopers LLP was approved by the audit
committee of the board of directors of Carnival plc.

During the years ended December 31, 2001 and 2002 and the subsequent
interim period through April 17, 2003, Carnival plc did not consult
PricewaterhouseCoopers LLP with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on Carnival plc's financial statements,
or any other matters or reportable events as set forth in Item 304(a)(1)(v) of
Regulation S-K.

ANNEX A

CARNIVAL PLC UK REPORT AND UK GAAP SUMMARY FINANCIAL STATEMENT
(EXCLUDING DIRECTORS' REMUNERATION REPORT)

[to come]

ANNEX B

CARNIVAL PLC DIRECTORS' REMUNERATION REPORT

[to come]

ANNEX C

CARNIVAL CORPORATION
CARNIVAL PLC

AUDIT COMMITTEE CHARTER
-----------------------

The Audit Committee is a committee of the Board of Directors of each of
Carnival Corporation and Carnival plc (the "Companies" and "the Boards"). The
purpose of the Audit Committee shall be to (a) assist the Boards of Directors
oversight of (i) the integrity of the Companies' financial statements, (ii) the
Companies' compliance with legal and regulatory requirements, (iii) the
independent auditor's qualifications and independence, and (iv) the performance
of the Companies' internal audit functions and independent auditors; and (b)
prepare the report that the SEC rules require be included in the Companies'
annual proxy statement.

The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange and the United Kingdom
Listing Authority. In particular, at least one member shall qualify as a
"financial expert" as defined in SEC regulations. The members of the Audit
Committee shall be appointed by the Boards on the recommendation of the
Nominating and Governance Committee. The duties and responsibilities of a member
of the Audit Committee are in addition to duties set out for a member of the
Board of Directors.

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communications between Financial Management,
Management Advisory Services ("MAS"), Environmental Compliance ("EC"),
the external auditors, the Audit Committee and the Boards of Directors.

2. Review and reassess the adequacy of this Charter annually.

3. Appoint, oversee, evaluate the performance of and approve the
compensation for the independent auditors annually, and, where
appropriate, review and approve the discharge of the external auditors.
The Chief Financial Officer ("CFO") will provide the Audit Committee
with the independent auditor's fee proposal, for approval, at the
October meeting of the Audit Committee. The external auditors are
ultimately accountable to the Boards of Directors and the Audit
Committee.

4. Review and concur in the appointment, replacement, reassignment, or
dismissal of the Senior Vice President - MAS & Chief Audit Executive
("CAE").

5. Set hiring policies for employees or former employees of the
independent auditors.

6. At least annually, obtain and review a report by the independent
auditor describing: the firm's internal quality control procedures; any
material issues raised by the most recent internal quality-control
review or peer review of the firm, or by any inquiry or investigation
by the governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out by
the firm, and any steps taken to deal with any such issues and (to
assess the auditor's independence) all relationships between the
independent auditor and any of the Companies' significant
shareholders/affiliates, executive officers and/or directors. The Audit
Committee should engage in a dialogue with the independent auditor with
respect to any disclosed relationships that may impact the objectivity
and independence of the auditor.

7. Establish and monitor policies for pre-approval of the retention and
fees of the independent auditors for any statutorily permitted
non-audit services.

8. Evaluate together with the Boards the performance of the independent
auditor and determine whether it is appropriate to adopt a policy of
rotating independent auditors on a regular basis.

9. Review with management, the Senior Vice President - MAS & CAE, Vice
President-EC and the external auditors:

(a) Significant risks or exposures and assess the steps management
has taken to minimize such risks to the Companies.

(b) The audit scope and plan of Audit Services, EC and external
auditors, and the coordination of any audits between them,
including the review by the external auditors of the
Companies' Quarterly Reports on Form 10-Q prior to the
Companies' filing such reports with the Securities and
Exchange Commission.

(c) The coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts, and the effective
use of audit resources.

(d) The adequacy of the Companies' internal controls, including
financial, operational and compliance controls; risk
management systems; and computerized information system
controls and security.

(e) The adequacy of compliance with Environmental Compliance plan.

(f) Any significant findings and recommendations of the external
auditors, MAS and EC together with management's responses
thereto.

10. Review with CFO and the external auditors at the completion of the
quarterly and annual examination:

(a) The Companies' financial statements and related footnotes,
including the disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations,"
prior to release to shareholders.

(b) External auditors' audit of the financial statements and their
report thereon.

(d) Any problems, difficulties or disputes with management
encountered during the course of the audit and management's
response.

(e) Other matters related to the conduct of the audit which are to
be communicated to the Committee under generally accepted
auditing standards.

(f) Any changes in significant accounting principles or FASB's.

(g) The Companies' critical accounting policies and estimates and
unusual transactions.

11. Consider and review with management and the Senior Vice President - MAS
& CAE:

(a) Significant findings during the year and management's
responses thereto.

(b) Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or
access to required information.

(d) The MAS department charter.

(e) MAS compliance with the IIA's Standards for the Professional
Practice of Internal Auditing (Standards).

(f) Any changes in the annual proposed audit plan with an
explanation of deviations.

12. Discuss with CFO earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating
agencies (which discussions may occur after issuance).

13. Review with the Senior Vice President - MAS & CAE and external auditors
the results of the Companies' monitoring compliance with the Companies'
code of conduct including disclosure of insider and affiliated party
transactions. Review periodically the Companies' policy statements in
terms of representing the code of conduct.

14. Review with the General Counsel legal and regulatory matters that may
have a material impact on the financial statements, the Companies'
compliance policies, and any material inquiries or reports received
from regulators or governmental agencies.

15. Periodically meet separately, with the Senior Vice President - MAS &
CAE, Vice President - EC, external auditors, and management in separate
executive sessions to discuss any matters that the Committee believes
should be discussed privately. The Senior Vice President - MAS & CAE,
Vice President - EC, and the external auditors should have sufficient
opportunity to initiate meetings with the Audit Committee without
management present.

16. Report regularly to the Boards of Directors with such recommendations
as the Committee may deem appropriate, including any recommendations to
ensure the independence of the external auditors.

17. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct
of any investigation or to otherwise carry out its duties.

18. The Committee shall meet at least four times per year or more
frequently as circumstances require. The Committee may ask members of
management or others to attend the meeting and provide pertinent
information as necessary. Minutes of the Audit Committee shall be
submitted to the Boards of Directors.

19. The Committee will perform such other functions and prepare such other
reports, as assigned by law or required under applicable stock exchange
regulations, the Companies' charter, bylaws, articles of association or
the Boards of Directors.

20. Prepare a written report, to be published in the Companies' proxy
statement and/or information statement, to the extent required under
any applicable securities laws and stock exchange regulations.

21. No member of the Audit Committee may receive any compensation from the
Companies other than director's fees.

22. Prepare and review with the Boards of Directors an annual performance
evaluation of the Audit Committee. The performance evaluation by the
Audit Committee shall be conducted in such

manner as the Audit Committee deems appropriate. The report to the
Boards may take the form of an oral report by the chairperson of the
Audit Committee or any other member of the Audit Committee designated
by the committee to make the report.

23. Establish and monitor policies and procedures for (i) the receipt,
retention and treatment of complaints received by the Companies
regarding accounting, internal accounting controls and auditing matters
and (ii) the confidential, anonymous submission by employees of
concerns regarding questionable accounting or other matters.

24. Review with the Board of Directors, at least annually, the adequacy of
the Companies' internal controls, including financial, operational and
compliance controls; and risk management systems; and computerized
information system controls and security.

ANNEX D

CARNIVAL PLC CORPORATE GOVERNANCE REPORT

[to come]

ANNEX E

ENVIRONMENTAL POLICY

Carnival is an international company providing cruise vacations
worldwide. Our core values include preserving the marine environment and in
particular the pristine condition of the waters upon which our vessels sail. We
are committed to pollution prevention, regulatory compliance and continuous
improvement of our environmental management. Our goal is to be the industry
leader for environmental excellence. We will achieve this goal by continuously
improving our processes to minimize environmental impact and waste.

Carnival will realize its objectives and commitment to environmentally
conscious practices by:

(a) fostering a corporate culture of environmental compliance that
extends to all shoreside and shipboard personnel;

(b) requiring its operating lines and employees not to impose
budgetary constraints when the expenditure of funds is
necessary to ensure environmental compliance;

(c) requiring its operating lines to implement procedures and
install equipment that assists in ensuring environmental
compliance;

(d) developing an environmental compliance system that ensures
compliance with applicable environmental laws and regulations;

(e) implementing processes to ensure awareness of and compliance
with changing environmental regulations;

(f) implementing processes to improve onboard equipment, operating
procedures and training; and

(g) improving mechanisms for detecting, correcting and preventing
noncompliance.

To assist in ensuring we are meeting our environmental goals, we have
established the Carnival Corporation Environmental Hotline for Carnival Cruise
Lines, Costa Cruises, Cunard Line, Holland America Line, Seabourn Cruise Line,
Windstar Cruises, Princess, P & O, AIDA, Swan Hellenic, Ocean Village, and P & O
Australia.

The purpose of this service is to provide a mechanism for reporting any
concerns you may have regarding environmental practices, policies or events.
Environmental Compliance staff will review the messages and address them
appropriately.

Environmental Hotline
(888) 290-5105 (North America)
environmental@carnival.com
--------------------------

[GRAPHIC OMITTED]
Carnival plc logo Annual General Meeting sharevote
co.uk

Name of Shareholder(s)

REFERENCE NUMBER CARD I.D. ACCOUNT NUMBER
2233 4455 2715 0122 A1234567

I/We, hereby appoint The Chairman of the meeting, or ______________ (SEE NOTE 5)

to attend and vote on my/our behalf at the Annual General Meeting of Carnival
plc (the Company) to be held on Thursday, 22 April 2004 and at any adjournment
of the meeting. I would like my proxy to vote on the resolutions proposed at the
meeting as indicated on this form.

PLEASE INDICATE YOUR VOTE BY MARKING THE APPROPRIATE BOXES IN BLACK INK LIKE
THIS: [X]

RESOLUTION For Against Withheld

1. To re-elect Micky Arison as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

2. To re-elect Ambassador Richard G
Capen Jr as a director of Carnival
Corporation and Carnival plc [_] [_] [_]

3. To re-elect Robert H Dickinson as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

4. To re-elect Arnold W Donald as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

5. To re-elect Pier Luigi Foschi as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

6. To re-elect Howard S Frank as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]0

7. To re-elect Baroness Hogg as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

8. To re-elect A Kirk Lanterman as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

9. To re-elect Modesto A Maidique
as a director of Carnival Corporation
and Carnival plc [_] [_] [_]

10. To elect John P McNulty as a director
of Carnival Corporation and Carnival plc [_] [_] [_]

RESOLUTION For Against Withheld

17. To re-elect Peter Ratcliffe as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

18. To re-elect Sir John Parker as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

19. To re-elect Stuart Subotnick as a
director of Carnival Corporation and
Carnival plc [_] [_] [_]

20. To re-elect Uzi Zucker as a director
of Carnival Corporation and Carnival plc [_] [_] [_]

15. Appointment of Carnival plc's independent
auditors and ratification of Carnival
Corporation's independent certified public
accountant [_] [_] [_]

16. Authorisation of Carnival plc's audit
committee to agree the independent
auditors' remuneration [_] [_] [_]

17. Receiving of Carnival plc annual accounts
and reports [_] [_] [_]

18. Approval of Carnival plc remuneration report [_] [_] [_]

19. Renewal of Carnival plc section 80 authority [_] [_] [_]

20. Renewal of Carnival plc section 89 authority [_] [_] [_]

Signature Date

____________________________ _______________________

Product ID

_______________________

This card should not be used for any comments,
change of address, or other queries. Please send
separate instruction.

Poll Card

PLEASE BRING THIS CARD WITH YOU TO THE MEETING. DO NOT POST THIS CARD TO THE
REGISTRAR.

RESOLUTIONS For Against Withheld
- ----------- --- ------- --------

1 To re-elect Micky Arison as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
2 To re-elect Ambassador Richard G Capen Jr
as a director of Carnival Corporation
and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
3 To re-elect Robert H Dickinson as a
director of Carnival Corporation and
Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
4 To re-elect Arnold W Donald as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
5 To re-elect Pier Luigi Foschi as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
6 To re-elect Howard S Frank as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
7 To re-elect Baroness Hogg as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
8 To re-elect A Kirk Lanterman as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
9 To re-elect Modesto A Maidique as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
10 To elect John P McNulty as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
11 To re-elect Peter Ratcliffe as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
12 To re-elect Sir John Parker as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
13 To re-elect Stuart Subotnick as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
14 To re-elect Uzi Zucker as a director
of Carnival Corporation and Carnival plc ___ ___ ___
- --------------------------------------------------------------------------------
15 Appointment of Carnival plc's independent
auditors and ratification of Carnival
Corporation's independent certified public
accountant ___ ___ ___
- --------------------------------------------------------------------------------
16 Authorisation of Carnival plc's audit
committee to agreement the independent
auditors' remuneration ___ ___ ___
- --------------------------------------------------------------------------------
17. Receiving of Carnival plc annual accounts
and reports ___ ___ ___
- --------------------------------------------------------------------------------
18 Approval of Carnival plc remuneration report ___ ___ ___
- --------------------------------------------------------------------------------
19 Renewal of Carnival plc section 80 authority ___ ___ ___
- --------------------------------------------------------------------------------
20 Renewal of Carnival plc section 89 authority ___ ___ ___
- --------------------------------------------------------------------------------

Name:____________________________________

Signature:_________________________________

Admission Card
{Logo} Annual General Meeting -
Thursday 22 April 2004 at 3.00pm
Carnival Venue: Southampton Guildhall,
West Marlands Road, Civic Centre,
Southampton, Hants, SO14 7LP

NAME OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.
ADDRESS OF SHAREHOLDER.

_________________________________
MAP

_________________________________ A1234567

If you come to the meeting please bring this card with you. It is
evidence of your right to attend and vote at et he Meeting and will
help you gain admission as quickly as possible. Please also see overleaf.

NOTES:

1. A shareholder entitled to attend and vote at the meeting may appoint one or
more proxies to attend and (on a poll) vote instead of him. All of the
proposed resolutions will be voted on a poll. A proxy need not be a
shareholder of the Company.

2. To be valid, your signed and dated proxy form must be completed, signed and
deposited together with any power of attorney or authority under which it
is signed or a certified copy of such power or authority (whether delivered
personally or by post), at the offices of the Company's registrars, Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA as soon as
possible and no later than 3.00 pm on 20 April 2004. In the case of a
corporation, the proxy form should be exercised under its common seal
and/or the hand of a duly authorised officer or person. When two or more
valid proxy appointments are delivered or received in respect of the same
share for use at the same meeting, the one which was executed last shall be
treated as replacing and revoking the others in their entirely as regards
that share. If the Company is unable to determine which was executed last,
none of them shall be valid in respect of that share.

3. The "Vote Withheld" box is provided to enable you to abstain on any
particular resolution. However, it should be noted that a "vote withheld"
is not a vote in law and will not be counted in the calculation of the
proportion of votes "for" and "against" a resolution but will be counted to
establish if a quorum is present.

4. If you would like to submit your proxy vote via the Internet, you can do so
by accessing the WWW.SHAREVOTE.CO.UK website. To do this you will need to
use the Reference Number, Card ID and Account Number which are give
opposite. Alternatively CREST members can submit their proxy through the
CREST Electronic Proxy Appointment Service (ID7RA01).

5. Only those shareholders registered in the register of members of the
Company at 11.00 pm on 20 April 2004 shall be entitled to attend or vote at
the meeting in respect of the number of shares registered in their name at
that time. Changes to the entries on the register of members after 11.00pm
20 April 2004 shall be disregarded in determining the rights of any person
to attend or vote at the meeting.

6. In the case of joint registered holders, the signature of one holder on a
proxy card will be accepted and the vote of the senior holder who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of
the votes of the other joint holders. For this purpose, seniority shall be
determined by the order in which the names stand on the register of members
of the Company in respect of the relevant joint holding.

7. To appoint one or more proxies or to give an instruction to a proxy
(whether previously appointed or otherwise) via the CREST system, CREST
messages must be received by the issue's agent (ID number 7RA01) by 3.00 pm
on 20 April 2004. For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp generated by the CREST System)
from which the issuer's agent is able to retrieve the message. The Company
may treat as invalid a proxy appointment sent by CREST in the circumstances
set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations
2001.

8. Return of this form of proxy will not prevent a registered shareholder from
attending the meeting and voting in person.

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Lloyds TSB Registrars
The Causeway
WORTHING
BN99