Notification of Transaction/PDMRS and AGM Results

Carnival Corporation & plc Notification of Transaction of Directors/PDMRS and 

              Announcement of Results of Annual General Meetings               

 

MIAMI (April 13, 2012) - Following its annual shareholders' and Boards of Directors' 
meetings held this week in Miami Beach, Florida, Carnival Corporation & plc (NYSE/LSE: 
CCL; NYSE: CUK) has announced share awards to non-executive directors, awards of 
performance-based restricted stock units ("Performance RSUs") to certain executive 
directors and PDMRs and the results of the resolutions voted on at its annual 
general meetings.

 

Non-Executive Director Share Awards

 

Effective on April 11, 2012 grants of restricted shares or restricted share
units ("RSUs"), representing a hypothetical interest in Carnival Corporation
common stock, were made to non-executive directors pursuant to the Carnival
Corporation 2011 Stock Plan.

 

Awards were granted to non-executive directors as follows:

  

                                Number of Restricted    Number of  
                                       Shares              RSUs    
Non-Executive Director                                             
                                                                   
Sir Jonathon Band                       3,840               --     
                                                                   
Robert H.                               3,840               --     
Dickinson                                                          
                                                                   
Arnold W. Donald                        3,840               --     
                                                                   
Richard J. Glasier                      3,840               --     
                                                                   
Debra Kelly-Ennis                        --               3,840    
                                                                   
Modesto A. Maidique                     3,840               --     
                                                                   
Sir John Parker                         3,840               --     
                                                                   
Peter G. Ratcliffe                      3,840               --     
                                                                   
Stuart Subotnick                        3,840               --     
                                                                   
Laura Weil                              3,840               --     
                                                                   
Randall J. Weisenburger                 3,840               --     
                                                                   

 

All awards 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 RSU holdings are as follows:

 

                              Total Number of      Total Number of 
                                                      RSUs Held    
Non-Executive Director          Shares Held                        
                                                                   
Sir Jonathon Band                  10,116                 --       
                                                                   
Robert H.                 97,392                        4,647      
Dickinson                                                          
                                                                   
Arnold W. Donald                   20,166                 --       
                                                                   
Richard J. Glasier                 22,414                 --       
                                                                   
Debra Kelly-Ennis                    --                 3,840      
                                                                   
Modesto A. Maidique                22,414                 --       
                                                                   
Sir John Parker                    22,263                 --       
                                                                   
Peter G. Ratcliffe                 12,444               10,923     
                                                                   
Stuart Subotnick                   22,263                 --       
                                                                   
Laura Weil                         22,543                500       
                                                                   
Randall J. Weisenburger            34,763                 --       
                                                                   

   

This notification relates 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 Awards

 
The Compensation Committees of the Boards of Directors approved awards of
Performance RSUs to certain executive directors and PDMRs pursuant to the
Carnival Corporation 2011 Stock Plan (or, if applicable, the Carnival plc 2005
Employee Share Plan), including grants of the following target amounts of
Performance RSUs to the following executive directors and PDMRs:

 

Executive                     Title                   Performance
Director                                                 RSUs    
                                                                 
Micky       Chairman of the Boards of Directors and     28,008   
Arison      Chief Executive Officer                              
                                                                 
David       Chief Executive Officer of Carnival UK       5,198   
Dingle                                                           
                                                                 
Pier Luigi  Chairman and Chief Executive Officer of      9,051   
Foschi      Costa CrociereS.p.A.                                 
                                                                 
Howard S.   Vice Chairman of the Boards of Directors    23,340   
Frank       and Chief Operating Officer                          
                                                                 
 

The awards to Messrs. Arison and Frank were made in respect of Carnival
 Corporation common stock under the Carnival Corporation 2011 Stock Plan;
 the awards to Messrs. Foschi and Dingle were made in respect of Carnival
 plc shares under the Carnival plc 2005 Employee Share Plan.
 
Upon grant, Mr. Frank surrendered 3,403 restricted shares of Carnival
 Corporation in satisfaction of U.S. withholding tax obligations.
 
Each 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 his target amount of Performance RSUs depending on the
 extent of Carnival Corporation & plc's earnings per share growth over the
 three-year performance period ending with fiscal 2014. Performance RSUs vest
 at the end of the three-year performance period.
 
This notification relates to disclosures made in accordance with Rule 3.1.4(1)(a) 
of the Disclosure Rules and Transparency Rules.
 

Annual General Meeting Results

 
All of the resolutions recommended by the Board of Directors were passed at the
annual general meetings.  The shareholder proposal did not pass.
 

The results of the polls conducted at the annual general meetings will be
available shortly on the Carnival Corporation & plc web site,
www.carnivalcorp.com and www.carnivalplc.com.

  

SOURCE  Carnival plc