Carnival Corporation & plc Notification of Transaction of Directors/PDMRS
MIAMI (April 22, 2014) - Following its annual shareholders' and Boards of
Directors' meetings held between April 15 - 17 in New York City, Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) has announced grants of restricted
shares to non-executive directors and grants of performance-based restricted
stock units ("Performance RSUs") to certain executive directors and PDMRs.
Non-Executive Director Share Grants
Effective on April 17, 2014 grants of restricted shares in Carnival Corporation
common stock, were made to non-executive directors pursuant to the Carnival
Corporation 2011 Stock Plan.The Compensation Committees of the Boards of
Directors approved the grants to non-executive directors as follows:
Non-Executive Director Number of Restricted Shares
Sir Jonathon Band 3,215
Richard Glasier 3,215
Debra Kelly-Ennis 3,215
Sir John Parker 3,215
Stuart Subotnick 3,215
Laura Weil 3,215
Randall Weisenburger 3,215
The grants were approved in value form and converted to a number of shares by
taking the closing price of a share of Carnival Corporation common stock on
April 17, 2014. All grants will be released from restriction on the third
anniversary of the grant date.
Including the grant referred to above, the non-executive directors'total
Carnival Corporation total share and restricted stock unit ("RSU") holdings are
as follows:
Non-Executive Director Total Number of Shares Held Total Number of RSUs
Held
Sir Jonathon Band 17,028 -
Richard Glasier 25,240 -
Debra Kelly-Ennis 3,215 7,451
Sir John Parker 32,332 -
Stuart Subotnick 32,915 -
Laura Weil 29,895 -
Randall Weisenburger 83,175 -
These notifications relate to disclosures made in accordance with 3.1.4(R)(1)
(a) of the Disclosure Rules and Transparency Rules.
Further details and a copy of the Forms 4, Statement of Changes in Beneficial
Ownership of Securities, to be filed by each director with the U.S. Securities
& Exchange Commission, can be found at the SEC web site, www.sec.gov, and the
Carnival Corporation & plc web site, www.carnivalcorp.com and
www.carnivalplc.com.
Executive Director and PDMR Grants
The Compensation Committees of the Boards of Directors approved grants of the
following target amounts of Performance RSUs to the following individuals:
Executive Title Performance RSUs
Director
Arnold W. Donald President andChief Executive Officer of 38,314
Carnival Corporation & plc
David Dingle Chief Executive Officer of Carnival UK 6,290
Michael Thamm Chief Executive Officer of CostaGroup 13,015
The grant to Mr. Donald was made in respect of Carnival Corporation common
stock under the Carnival Corporation 2011 Stock Plan.The awards to Messrs.
Dingle and Thamm were made in respect of Carnival plc shares under the Carnival
plc 2005 Employee Share Plan.
Each Performance RSU represents one share of Carnival Corporation common stock
or one share in Carnival plc, as applicable. Each holder of Performance RSUs
may earn from 0-200% of the stated target amount of Performance RSUs to the
extent that Carnival Corporation & plc's annual earnings before interest and
taxes, as adjusted for certain fuel price changesfor each of the three fiscal
years in the 2014-2016 performance cycle and return on invested capital at the
end of the three year performance cycle exceed specified performance goals, as
modified at the end of the three year performance cycle for Carnival
Corporation & plc's total shareholder return rank relative to peers.
These notifications relate to disclosures made in accordance with 3.1.4(R)(1)
(a) of the Disclosure Rules and Transparency Rules.
Further details can be found at the Carnival Corporation & plc web site,
www.carnivalcorp.com or www.carnivalplc.com.
