Norwegian Cruise Line Holdings Ltd

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Annual General Meeting and voting in person. If your shares are held in street name through a bank, broker or other nominee, you may change any previous voting instructions by submitting new voting instructions to the bank, broker or nominee holding your shares by the deadline specified on the Notice of Internet Availability or voting instruction form or by attending the Annual

General Meeting and voting in person if you have obtained a legal proxy from the bank, broker or nominee giving you the right to vote the shares at the Annual General Meeting. Attendance at the Annual General Meeting will not by itself constitute a revocation of any proxy or voting instructions.

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Who can help answer my questions?

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If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5834

Banks and Brokers may call collect: (212) 750-5833

Presentation of Financial Statements

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In accordance with the Bermuda Companies Act 1981, as amended, and bye-law 76 of our Company, our Company’s audited financial statements for the year ended December 31, 2024 will be presented at the

Annual General Meeting. Our Board has approved these statements. There is no requirement under Bermuda law that these statements be approved by shareholders, and no such approval will be sought at the meeting.

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Terms Used in this Proxy Statement

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Unless otherwise indicated or the context otherwise requires, references in this Proxy Statement to (i) “Prestige Cruises” refers to Prestige Cruises International Ltd. or its predecessor and its consolidated subsidiaries, (ii) “Oceania Cruises” refers to the Oceania Cruises brand, (iii) “Classification Society” refers to the American Bureau of Shipping, Nippon Kaiji Kyokai, Germanischer Lloyd, Lloyd’s Register of Shipping, Bureau Verita, Det Norske Veritas or another internationally recognized classification society, (iv) “Adjusted EBITDA” refers to a non-GAAP metric calculated in the same manner as Adjusted EBITDA presented in our Annual and Quarterly Reports on Forms 10-K and 10-Q. In connection with our short-term incentives, Adjusted EBITDA results are further adjusted for: (a) fuel rates, (b) foreign exchange rates, (c) acquisitions, and (d) other one-time adjustments in our Compensation Committee’s discretion, (v) “Adjusted EPS” refers to a non-GAAP metric calculated in the same manner as Adjusted EPS presented in our Annual and Quarterly Reports on Forms 10-K and 10-Q. In connection with our short- and long-term incentives, Adjusted EPS results are further adjusted for: (a) fuel rates, (b) foreign exchange rates, (c) acquisitions or significant acquisitions and joint ventures, and (d) other one-time adjustments in our Compensation Committee’s discretion, (vi) “Adjusted ROIC” refers to a non-GAAP metric calculated in the same manner as Adjusted ROIC

presented in our Annual and Quarterly Reports on Forms 10-K and 10-Q. In connection with our long-term incentives, Adjusted ROIC results are further adjusted for: (a) fuel rates, (b) foreign exchange rates, (c) acquisitions or significant acquisitions and joint ventures, (d) newly ordered vessels or newly ordered vessels and major development projects, and (e) other one-time adjustments in our Compensation Committee’s discretion, (vii) “ROIC” refers to an amount expressed as a percentage equal to (a) operating income, divided by (b) the sum of total long-term debt and shareholders’ equity as of the end of a respective quarter, averaged for the most recent five fiscal quarters ending with the last date of the applicable fiscal year, (viii) “Adjusted Operational EBITDA Margin” refers to Adjusted EBITDA divided by gross margin adjusted for payroll and related, fuel, food, other and ship depreciation. Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation. In connection with our long-term incentives, Adjusted Operational EBITDA Margin results are further adjusted for: (a) fuel rates, (b) foreign exchange rates, (c) significant acquisitions and joint ventures, and (d) other one-time adjustments in our Compensation Committee’s discretion, (ix) “Net Leverage” refers long-term debt, including current portion, less cash and cash equivalents divided by Adjusted EBITDA for the trailing twelve-months. In connection with our long-term

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2025 Proxy Statement /83​