REG-Carnival PLC: Notification of Transactions of Directors/PDMRS

CarnivalAnnouncement

16/01/2019 16:35

Carnival Corporation & plc

Notification of Transactions of Directors/PDMRS

 1   Details of the person discharging managerial responsibilities/person closely associated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
 a)  Name                                                                             Arnold W. Donald                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
 2   Reason for the notification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 a)  Position/status                                                                  President & Chief Executive Officer of Carnival Corporation & plc / Director                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 b)  Initial notification/ Amendment                                                  Initial Notification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 a)  Name                                                                             Carnival Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 b)  Legal Entity Identifier                                                          F1OF2ZSX47CR0BCWA982                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 4A  Details of the transaction: 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 a)  Description of the financial instrument, type of instrument Identification code  Common stock with a nominal value of US$0.01 per share  CUSIP: 143658300                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 b)  Nature of the transaction                                                        Grant of restricted stock units ("MTE RSUs") made pursuant to the Carnival Corporation 2011 Stock Plan. Award of RSUs represent a hypothetical interest in Carnival Corporation common stock. The restriction on the MTE RSUs lapse on the second anniversary of the grant date. The MTE RSUs will accumulate dividend equivalents and may only be settled in shares. The grant was approved by the Compensation Committee as a total value to be received in the form of MTE RSUs. The Compensation Committee also approved that the     
                                                                                      number of MTE RSUs were determined by dividing the value by the closing price on date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                           
 c)  Price(s) and volume(s)                                                                                                                                                                                                                                                        Price(s) $0.00                                                                                                                                                                                                                                                      Volume(s) 44,913                                                         
 d)  Aggregated information - Aggregated volume - Price                               44,913 $0.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 e)  Date of the transaction                                                          2019-01-14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 f)  Place of the transaction                                                         Off Market                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 4B  Details of the transaction: 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 a)  Description of the financial instrument, type of instrument Identification code  Common stock with a nominal value of US$0.01 per share  CUSIP: 143658300                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 b)  Nature of the transaction                                                        Grant of shareholder equity alignment restricted stock units (“SEA RSUs”) pursuant to the Carnival Corporation 2011 Stock Plan. Each SEA RSU represents one share of Carnival Corporation (“Carnival”) common stock. The SEA RSUs vest as a percentage of the target number granted based on achievement of pre-defined goals. Each holder of SEA RSUs may earn 0%-300% of the stated target amount of SEA RSUs adjusted based on the compound annual growth rate of absolute total shareholder return over the 2019-2021 fiscal year’s   
                                                                                      period, which is then modified from 33%-200% by Carnival’s ranking relative to the compound annual growth rate of the total shareholder return of Carnival Corporation & plc’s proxy peer group, for the same period. The overall potential earned value is capped at 7 times the grant date target value.                                                                                                                                                                                                                                
 c)  Price(s) and volume(s)                                                                                                                                                                                                                                                        Price(s) $0.00                                                                                                                                                                                                                                                      Volume(s) 35,000                                                         
 d)  Aggregated information - Aggregated volume - Price                               35,000 $0.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
 e)  Date of the transaction                                                          2019-01-14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 f)  Place of the transaction                                                         Off Market                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Arnaldo Perez

General Counsel & Secretary

Carnival Corporation & plc

3655 NW 87(th) Avenue

MLGL-815

Miami, FL 33178

T: 305.599.2600



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