Carnival Corporation & plc
Notification of Transactions of Directors/PDMRS
MIAMI (July 18, 2013) - Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
has announced grants of performance-based restricted stock units ("Performance
RSUs") to certain executive directors and PDMRs.
The Compensation Committees of the Boards of Directors approved the following
grants 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):
Executive Director Title Performance RSUs
Micky Arison Chairman of the Boards of 24,145
Howard S. Frank Vice Chairman of the Boards 20,121
of Directors and Chief
David Dingle Chief Executive Officer of 4,046
Michael Thamm Chief Executive Officer of 12,312
Costa Crociere S.p.A
The grants to Messrs. Arison and Frank were made in respect of Carnival
Corporation common stock under the Carnival Corporation 2011 Stock Plan; the
grant to Messrs. Dingle and Thamm were made in respect of Carnival plc shares
under the Carnival plc 2005 Employee Share Plan.
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
0-150% of his target amount of Performance RSUs to the extent that Carnival
Corporation & plc's annual earnings before interest and taxes ("EBIT"), as
adjusted for certain fuel price changes and emission control areas related fuel
expenses, for each of the three fiscal years in the 2013-2015 performance cycle
exceeds 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.
Because, as of the date of the grant, Mr. Frank was eligible for retirement due
to his age, 8,048 Performance RSU's vested on July 16, 2013. As a result, Mr.
Frank surrendered 3,377 shares of Carnival Corporation in satisfaction of U.S.
withholding tax obligations.
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 Mr. Frank 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