SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

arrangement, a paired trust share will be issued at the ~~Trusts demand and piggyback registration rights.~~same time to such person. Each share of Carnival Corporation iscommon stock and the paired trust share may not ~~required to effect any demand registration unless all of~~be transferred separately. The Carnival Corporation common stock and the ~~Shares owned by either of~~trust shares (including the ~~Trusts are included~~beneficial interest in the ~~demand.~~ Carnival Corporation has agreed to bear all expenses relating to such demand and piggyback registrations, except for fees and disbursements of counsel for the Trusts, selling costs, underwriting discounts and applicable filing fees.

Under a registration rights agreement dated June 14, 1991, as amended by an amendment dated July 31, 1991 and a succession agreement dated May 28, 2002 (together, the “Arison Registration Rights Agreement”), Carnival Corporation granted certain registration rights to Ted Arison with respect to certain shares of common stock beneficially owned by him (the “Arison Shares”) in consideration for $10,000. The registration rights were held by the Estate of Ted Arison. The Estate of Ted Arison subsequently transferred the Arison Shares to various trusts for the benefit of Ted Arison’s children (collectively, the “Family Trusts”). The Arison Registration Rights Agreement provides the Family Trusts and certain transferees with demand and piggyback registration rights. Carnival Corporation has agreed to bear all expenses relating to such demand and piggyback registrations, except for fees and disbursements of counsel for the Family Trusts, selling costs, underwriting discounts and applicable filing fees.

~~The Boards have reviewed and approved or ratified these transactions.~~

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~SHARE OWNERSHIP~~

~~SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

~~Directors and Executive Officers~~

Set forth below is information concerning the share ownership of (1) each of our Directors, (2) each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement and (3) all Directors and Executive Officers as a group, all as of January 19, 2017.

The number of shares beneficially owned by each entity, person, Director or Executive Officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or sharedplc special voting ~~power or investment power and also any shares that the individual would have the right to acquire as of March 19, 2017 (being 60 days after January 19, 2017) through the vesting of RSUs.~~

Name and Address of
Beneficial Owners or
Identity of Group⁽¹⁾
Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Shares and Trust Shares* Percentage of
Carnival
Corporation
Common Stock Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares
Percentage of
Carnival plc
Ordinary
Shares
Percentage of
Combined
Voting
Power**
Micky Arison
126,136,034 ⁽²⁾⁽³⁾ 23.5 % 0 * ** 17.4 %
Sir Jonathon Band
17,931 * ** 0 * ** * **
David Bernstein
114,550 ⁽⁴⁾ * ** 0 * ** * **
Alan Buckelew
202,637 ⁽⁴⁾ * ** 0 * ** * **
Helen Deeble
0 — 0 — —
Arnold W. Donald
580,164 ⁽⁴⁾⁽⁵⁾ * ** 0 * ** * **
Richard J. Glasier
27,815 * ** 0 * ** * **
Stein Kruse
139,470 ⁽⁴⁾ * ** 4,008 * ** * **
Debra Kelly-Ennis
18,210 * ** 0 * ** * **
Sir John Parker
39,993 * ** 10,004 ⁽⁶⁾ * ** * **
Stuart Subotnick
40,828 * ** 0 * ** * **
Michael Thamm
0 * ** 65,730 ⁽⁴⁾ * ** * **
Laura Weil
37,473 * ** 0 * ** * **
Randall J. Weisenburger
91,522 * ** 0 * ** * **
All Directors and Executive Officers as a group (16 persons)
127,520,985 23.8 % 87,407 * ** 17.6 %

As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial interest in the Carnival plc special voting share) areshare) Are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares.

As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company.

~~Carnival Corporation & plc 2017 Proxy Statement~~

***	Less than one percent.

(1)	~~SHARE OWNERSHIP~~ ~~Share Ownership~~The address of ~~Certain Beneficial Owners~~each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178.

(2)

Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see “Principal Shareholders” table below.

(3)

Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P. and ~~Management~~(iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2.

(4)	Includes PBS grants scheduled to be released February 15, 2019. The executive officer will also receive additional shares at the time of vesting to take into account dividend reinvestment during the period.

(5)

Includes 363,675 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.

~~***~~

~~Less than one percent.~~

~~(1)~~

~~The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178.~~

~~(2)~~

~~Mr. Arison is a member of the Arison Group (defined below)~~

(6)

Includes 7,000 shares held by Barclays Wealth on behalf of Barnett Waddingham Trustees Ltd., which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see Principal Shareholders table below.

~~(3)~~

Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P. and (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2.

~~(4)~~

Includes PBS grants scheduled to be released February 15, 2017. The Executive Officer will also receive additional shares at the time of vesting to take into account dividend reinvestment during the period.

~~(5)~~

~~Includes 14,556 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.~~

~~(6)~~

~~Includes 7,000 shares held by Whitefoord Limited on behalf of GHM Trustees Limited,~~ the trustee for Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme.

(7)	Includes 11,306 shares held by The Arnaldo Perez Trust U/A/D 3/18/2014.

Principal Owners

Set forth below is information concerning the share ownership of as of January 17, 2019:

all persons known by us to be the beneficial owners of more than 5% of the 526,719,965 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding; and

all persons known by us to be the beneficial owners of more than 5% of the 191,875,647 ordinary shares of Carnival plc outstanding, 25,666,636 of which are directly or indirectly owned by Carnival Corporation and have no voting rights.

~~Principal Owners~~

Set forth below is information concerning the share ownership of (1) all persons known by us to be the beneficial owners of more than 5% of the 535,835,649 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding as of January 19, 2017 and (2) all persons known by us to be the beneficial owners of more than 5% of the 216,038,487 ordinary shares of Carnival plc outstanding as of January 19, 2017, 26,016,594 of which are directly or indirectly owned by Carnival Corporation and have no voting rights.

Micky Arison, Chairman of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Arison Group”), beneficially own shares representing approximately 24.2% of the voting power of Carnival Corporation and approximately 17.9% of the combined voting power of LOGO Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favor of Proposals 1 through 11 and 13 through 20, and in the case of Proposal 12, to recommend that the “say-on-pay” vote will occur every year.2019 Proxy Statement

SHARE OWNERSHIP

Share Ownership of Certain Beneficial Owners and Management

Micky Arison, Chairman of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Arison Group”), beneficially own shares representing approximately 24.6% of the voting power of Carnival Corporation and approximately 18.7% of the combined voting power of Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favor of Proposals 1 through 20. The table below begins with the ownership of the Arison Group.

~~Carnival Corporation & plc 2017 Proxy Statement~~
   Name and Address of Beneficial
   Owners or Identity of Group⁽¹⁾

Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Common Stock*

Percentage of
Carnival
Corporation
Common Stock

Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares

Percentage of
Carnival plc
Ordinary
Shares

Percentage of
Combined
Voting
Power**
MA 1994 B Shares, L.P.
85,736,445 ⁽²⁾⁽³⁾ 16.3 % 0 — 12.4 %
MA 1994 B Shares, Inc.
85,736,445 ⁽²⁾⁽³⁾ 16.3 % 0 — 12.4 %
Artsfare 2005 Trust No. 2
c/o SunTrust Delaware Trust Company
1011 Centre Road,
Suite 108
Wilmington, DE 19805
35,465,423 ⁽²⁾⁽⁵⁾ 6.7 % 0 — 5.1 %
Verus Protector, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134
35,465,423 ⁽²⁾⁽⁴⁾ 6.7 % 0 — 5.1 %
Richard L. Kohan
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134
126,138,034 ^(2)(5)(11) 23.9 % 0 — 18.2 %
MBA I, L.P.
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
900,000 ⁽²⁾⁽⁶⁾ * ** 0 — * **
Artsfare 2003 Trust
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
2,147,946 ^(2)(6)(11) * ** 0 — * **
James M. Dubin
Madison Place Partners, LLC
One Madison Place
Harrison, NY 10528
90,671,611 ^(2)(7)(9) 17.2 % 0 — 13.1 %
JMD Delaware, LLC
87,419,457 ^(2)(7)(9) 16.6 % 0 — 12.6 %
Nickel2015-94 B Trust
1313 North Market Street
Suite 5300
Wilmington, DE 19801
85,736,445 ⁽²⁾⁽³⁾ 16.3 % 0 — 12.4 %
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
36,015,423 ⁽²⁾⁽⁸⁾ 6.8 % 0 — 5.2 %
KLR, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134
87,419,457 ^(2)(10) 16.6 % 0 — 12.6 %
BlackRock, Inc.
55 East 52^nd Street
New York, NY 10022
29,824,886 ⁽¹²⁾ 5.7 % 15,323,044 ⁽¹³⁾ 9.2 % 6.5 %
Causeway Capital Management LLC
11111 Santa Monica Boulevard
Los Angeles, CA 90025
0 — 10,047,568 ⁽¹⁴⁾ 6.1 % 1.5 %

*, ** and *** have the same meanings as indicated in the table above.

(1)	The address unless otherwise noted is 1201 North Market Street, Wilmington, DE 19899.

(2)

~~SHARE OWNERSHIP~~

~~Share Ownership~~The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of ~~Certain Beneficial Owners~~Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group.

(3)


34				Carnival Corporation & plc 2019 Proxy Statement

SHARE OWNERSHIP

Section 16(a) Beneficial Ownership Reporting Compliance

Name and Address of Beneficial
Owners or Identity of Group⁽¹⁾
Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Shares and Trust Shares* Percentage of
Carnival
Corporation
Common Stock Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares Percentage of
Carnival plc
Ordinary
Shares Percentage of
Combined
Voting
Power**
MA 1994 B Shares, L.P.
85,736,445 ⁽²⁾⁽³⁾ 16.0 % 0    * ** 11.8 %
MA 1994 B Shares, Inc.
85,736,445 ⁽²⁾⁽³⁾ 16.0 % 0    * ** 11.8 %
Artsfare 2005 Trust No. 2
c/o SunTrust Delaware Trust
Company 1011 Centre Road,
Suite 108
Wilmington, DE 19805
35,465,423 ^(2)(5)(10) 6.6 % 0    * ** 4.9 %
Verus Protector, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134
35,465,423 ⁽²⁾⁽⁴⁾ 6.6 % 0    * ** 4.9 %
Richard L. Kohan
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134
126,138,034 ^(2)(5)(11) 23.5 % 0    * ** 17.4 %
MBA I, L.P.
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
900,000 ⁽²⁾⁽⁶⁾ * ** 0    * ** * **
Artsfare 2003 Trust
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
2,115,507 ^{(2)(6)(7)(12)} * ** 0    * ** * **
TAMMS Management Corporation
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
32,439 ^(2)(7)(12) * ** 0    * ** * **
James M. Dubin
Madison Place Partners, LLC
One Madison Place
Harrison, NY 10528
90,671,611 ^(2)(8)(10) 16.9 % 0    * ** 12.5 %
JMD Delaware, LLC
87,419,457 ^(2)(8)(10) 16.3 % 0    * ** 12.0 %
Nickel 2015-94 B Trust
1313 North Market Street
Suite 5300
Wilmington, DE 19801
85,736,445 ⁽²⁾⁽³⁾ 16.0 % 0    * ** 11.8 %
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805
36,065,423 ⁽²⁾⁽⁹⁾ 6.7 % 0    * ** 5.0 %
KLR, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134
87,419,457 ^(2)(11) 16.3 % 0    * ** 12.0 %
Northern Trust Corporation
    50 South LaSalle Street
    Chicago, IL 60603
32,164,820 ⁽¹³⁾ 6.0 % 0    * ** 4.4 %
BlackRock, Inc.
55 East 52^nd Street
New York, NY 10022
0    * ** 18,015,964 ⁽¹⁵⁾ 9.4 % 2.5 %

*, ** and *** have the same meanings as indicated in the table above.

~~(1)~~

~~The address unless otherwise noted is 1201 North Market Street, Wilmington, DE 19899.~~

~~(2)~~

The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group.

~~(3)~~

MA 1994 B Shares, L.P. (“MA 1994, L.P.”) owns 85,736,445 shares of common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the Nickel 2015-94 B Trust, a trust established for the benefit of Mr. Arison and members of his family (the “B Trust”). The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of the B Trust being the sole stockholder of MA 1994, Inc., the B Trust may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 85,736,445 shares of common stock. The administrative trustee of the B Trust is the Northern Trust Company of Delaware.

(4)	Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2.

(5)

By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Kohan may be deemed to own the aggregate of 126,136,034 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife.

(6)	MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 900,000 shares of common stock.

(7)

By virtue of being the sole member of JMD Delaware, LLC and trustee of various Arison family trusts, Mr. Dubin may be deemed to own the aggregate of 90,670,611 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Dubin owns 1,000 shares of common stock directly.

~~Carnival Corporation & plc 2017 Proxy Statement~~

(8)	SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2 and the Dozer Trust.

(9)	~~SHARE OWNERSHIP~~JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

(10)

~~Section 16(a) Beneficial Ownership Reporting Compliance~~KLR, LLC is a Delaware limited liability company wholly owned by Mr. Kohan. KLR, LLC acts as an investment and distribution advisor for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

(11)	The Artsfare 2003 Trust owns a controlling interest in MBA 1 (see Note 6). By virtue of its controlling interest in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I.

(12)

By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 85,736,445 shares of common stock. The administrative trustee of the B Trust is the Northern Trust Company of Delaware.

~~(4)~~

Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2.

~~(5)~~

By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Richard L. Kohan may be deemed to own the aggregate of 126,136,034 shares of common stock beneficially owned by such entities , as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife.

~~(6)~~

MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 900,000 shares of common stock.

~~(7)~~

~~TAMMS Management Corporation (“TAMMS Corp.”) holds 32,439 shares of common stock. TAMMS Corp. is wholly-owned by the Artsfare 2003 Trust.~~

~~(8)~~

By virtue of being the sole member of JMD Delaware, LLC and trustee of various Arison family trusts, Mr. Dubin may be deemed to own the aggregate of 90,670,611 shares of common stock beneficially owned by such entities , as to which he disclaims beneficial ownership. Mr. Dubin owns 1,000 shares of common stock directly.

~~(9)~~

~~SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2 and the Dozer Trust.~~

~~(10)~~

JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. James Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

~~(11)~~

KLR, LLC is a Delaware limited liability company wholly owned by Mr. Richard L. Kohan. KLR, LLC acts as an investment and distribution advisor for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.

~~(12)~~

The Artsfare 2003 Trust owns a controlling interest in MBA 1 (see Note 6 above) and is the sole shareholder of TAMMS Corp., (see Note 7 above). By virtue of its controlling interest in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I and by virtue of its ownership of TAMMS Corp., the Artsfare 2003 Trust is deemed to beneficially own 32,439 shares of common stock.

~~(13)~~

As reflected in a Schedule 13G filed on February 12, 2016, Northern Trust Company of Delaware reported sole voting power over 931,017 shares of common stock, shared voting power over 4,697,094 shares of common stock sole dispositive power over 3,331,498 shares of common stock and shared dispositive power over 30,952,247 shares of common stock.

~~(14)~~

Based on notifications to Carnival plc of interests of 3% or more in the voting rights of Carnival plc as required by the Disclosure Guidance and Transparency Rules sourcebook of the UK Listing Authority.

~~(15)~~

As reflected in separate Schedule 13G, filed on December 8, 2015 with the SEC. Blackrock, Inc. reported sole voting power over 16,100,355 shares of common stock and sole dispositive power over 18,015,964As reflected in Schedule 13G/A, filed on January 30, 2018 with the SEC. Blackrock, Inc. reported sole voting power over 25,154,278 shares of common stock and sole dispositive power over 29,824,887 shares of common stock.

(13)	As reflected in Schedule 13G/A, filed on January 30, 2018 with the SEC. Blackrock, Inc. reported sole voting power over 13,343,286 ordinary shares and sole dispositive power over 15,323,044 ordinary shares and shared voting.

(14)	As reflected in a separate Schedule 13G/A filed on February 14, 2018, with the SEC, Causeway Capital Management LLC reported sole voting power over 8,259,656 ordinary shares and sole dispositive power over 10,047,568 ordinary shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to Carnival Corporation and Carnival plc during and with respect to their most recent fiscal year and upon written representations from persons known to us to be subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “reporting person”), all reporting persons filed on a timely basis reports required by Section 16(a) of the Exchange Act during and with respect to the year ended November 30, 2018.

LOGO Carnival Corporation & plc 2019 Proxy Statement

			35
~~Carnival Corporation & plc 2017 Proxy Statement~~

COMPENSATION

PROPOSAL 13

ADVISORY(NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with the opportunity to cast an advisory(non-binding) vote to approve our executive compensation. We refer to this vote as the“say-on-pay” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions.

The“say-on-pay” vote is required to be offered to our shareholders at least once every three years. In 2017, our Boards recommended that we provide shareholders with the opportunity to cast their“say-on-pay” vote each year and our shareholders agreed. As a result, the next“say-on-pay” vote is expected to occur at the 2020 Annual Meetings.

The Boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while continuing to produce value for their shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders. For example:

Our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonuses and equity-based compensation) than fixed remuneration.

In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for our Named Executive Officers which vest based upon the extent to which certainpre-grant or post-grant performance criterion are attained. These grants also have maximum payout limitations. Performance criterion may include annual operating income, return on invested capital (“ROIC”), absolute total shareholder return (“TSR”) and/or TSR rank relative to the Peer Group (defined below).

To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements.

The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by the competitive market to their named executive officers.

Carnival Corporation & plc does not offer U.S. executives excise taxgross-up protections.

We encourage you to read our Compensation Discussion and Analysis contained within this Proxy Statement for a more detailed discussion of our compensation policies and procedures.

Our shareholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution:

“Resolved, that the shareholders approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).”


36				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Approval of Carnival plc Directors’ Remuneration Report

The Boards of Directors unanimously recommend a voteFOR approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).

PROPOSAL 14

APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT

In accordance with Section 439 of the Companies Act and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report. The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report.

UK law only requires an advisory vote on the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of this Proposal 14 will not require us to amend the report or require any Director to repay any amount. However, the Boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of remuneration policies and plans.

The Boards of Directors unanimously recommend a voteFOR the approval of the Carnival plc Directors’ Remuneration Report.

COMPENSATION DISCUSSION AND ANALYSIS

and

CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I

Introduction

Carnival Corporation and Carnival plc are separate legal entities (together referred to in this Report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the DLC arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees, are identical and there is a single senior management team.

Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with Section 439 of the Companies Act and Schedule 8 of the Large andMedium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report.

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in April 2016 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the Companies Act and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Carnival plc Annual Report for the year ended November 30, 2018.

Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following Named Executive Officers of Carnival Corporation & plc:

Named Executive Officers

~~PROPOSAL 11~~

~~ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION~~ Arnold W. Donald

~~As required by the Dodd-Frank Wall Street Reform~~President and ~~Consumer Protection Act (the “Dodd-Frank Act”)~~Chief Executive Officer

David Bernstein

Chief Financial Officer and ~~pursuant to Section 14A~~Chief Accounting Officer

Stein Kruse

Group Chief Executive Officer of the Exchange Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote to approve our executive compensation. We refer to this vote as the “say-on-pay” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions.

The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. In 2011, our shareholders recommended that we provide them with the opportunity to cast their “say-on-pay” vote each year and our Boards have accepted that recommendation. We are asking shareholders to again vote on the frequency of the “say-on-pay” vote in Proposal 12. If we maintain our current frequency, it is anticipated that the next “say-on-pay” vote will be at the 2018 Annual Meeting.

The Boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and longer-term compensation opportunities to enable Carnival CorporationHolland America Group and Carnival plc to meet short-term objectives while continuing to produce value for their shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders. For example:UK

~~Our compensation philosophy places more emphasis on variable elements~~

Arnaldo Perez

General Counsel and Secretary

Michael Thamm

Chief Executive Officer of ~~compensation (such as annual bonuses~~Costa Group and ~~equity-based compensation) than fixed remuneration.~~

In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for our Named Executive Officers. The grants vest zero to 200% based upon the extent to which annual operating income, as adjusted for fuel price changes and foreign currency exchange rate impacts, for each of the three fiscal years in the 2016-2018 performance cycle and return on invested capital (“ROIC”) exceeds specified performance goals over the three-year performance cycle and as modified up or down by up to 10% at the end of the three-year performance cycle for Carnival ~~Corporation’s TSR rank relative to the Peer Group (defined below).~~Asia

~~To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements.~~

Executive Summary

Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our executive officers with our shareholders. We seek to provide total direct compensation (salary, bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes.

Our compensation philosophy has historically been to emphasize at risk incentive pay in order to drive apay-for-performance culture. In furtherance of this philosophy, all direct compensation for our Named Executive Officers, other than base salary, is 100% at risk and performance-based.

Most of our executive officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of executive officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, to the degree practicable.

38 LOGO Carnival Corporation & plc ~~does not offer U.S. executives excise tax gross-up protections.~~
~~We encourage you to read our Compensation Discussion and Analysis contained within this~~2019 Proxy Statement ~~for a more detailed discussion of our compensation policies and procedures.~~

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~ 2018 Compensation Practices and Policies

~~Advisory (Non-Binding) Vote~~

What we do

✓

All compensation is performance-based and not guaranteed, other than base salary

✓

Use multiple performance metrics to align pay with performance

✓

Put caps on ~~How Frequently Shareholders~~incentive compensation

~~Should Vote~~

✓

Provide appropriate balance between short-term and long-term compensation to ~~Approve Compensation~~discourage short-term risk taking at the expense of ~~the~~long-term results

✓

Set rigorous stock ownership requirements for Named Executive Officers

based on a target multiple of base salary

~~Our shareholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution:~~✓

~~“Resolved, that the shareholders approve the compensation of~~Include clawback provisions in our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).”

~~The above referenced disclosures appear at pages 37 to 71 of this Proxy Statement.~~

~~The Boards of Directors unanimously recommend a voteFOR~~ approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).

~~PROPOSAL 12~~

~~ADVISORY (NON-BINDING) VOTE ON HOW FREQUENTLY SHAREHOLDERS SHOULD VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS~~incentive programs

As required by the Dodd-Frank Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote on how frequently our shareholders should have an advisory (non-binding) vote on the compensation of our Named Executive Officers. We refer to this vote as the “say-on-frequency” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering how frequently to hold “say-on-pay” votes.✓

~~You may choose from the following alternatives: every year, every two years, every three years or you may abstain.~~

The “say-on-frequency” vote is required to be offered to our shareholders at least once every six years. At the April 2011 shareholders meeting, the Boards of Directors recommended, and the shareholders voted on an advisory, non-binding basis in favor of, holding the “say-on-pay” vote every year. The Boards accepted our shareholders’ recommendation and currently, shareholders are provided with the opportunity to cast an advisory (non-binding) vote to approve the compensation of our Named Executive Officers every year.

The Boards believe that having an annual “say-on-pay” vote to approve the compensation of our Named Executive Officers in satisfaction of U.S. disclosure rules is appropriate. In this regard, we note that our shareholders are already provided with an annual vote to approve the Carnival plc Directors’ Remuneration Report (see Proposal 13), which covers all directors and includes the Compensation Discussion and Analysis (itself a significant portion of the executive compensation disclosure that is the subject of the “say-on-pay” vote). Moreover, the boards believe that annual “say-on-pay” votes permit the Boards to receive current feedback on a timely basis from our shareholders regarding our compensation programProvide for ~~our Named Executive Officers, which will enable us to implement more quickly any modifications that the Boards determine to be appropriate.~~

only double-trigger~~The Boards of Directors unanimously recommend that you vote in favor of holding a non-binding advisory voteevery year~~ ~~to approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC.~~change-in-control provisions

~~Carnival Corporation & plc 2017 Proxy Statement~~

✓

~~COMPENSATION~~

~~Approval of Carnival plc Directors’ Remuneration Report~~

~~PROPOSAL 13~~

~~APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT~~

~~In accordance with Section 439 of the Companies Act 2006~~Prohibit short sales, short-term hedging and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report). The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report.

Other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report (as to which, please see Proposal 14), UK law only requires an advisory vote on the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of this Proposal 13 will not require us to amend the report or require any Director to repay any amount. However, the Boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of remuneration policies and plans.

~~The Boards of Directors unanimously recommend a voteFOR~~ ~~the approval of the Carnival plc Directors’ Remuneration Report.~~

~~PROPOSAL 14~~

~~APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION POLICY~~

In accordance with Section 439A of the Companies Act 2006 and Schedule 8 of the LMCG Regulations, shareholders are voting to approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report. The policy has consciously been drafted broadly to give the Compensation Committees sufficient flexibility to act in the interestsmargin accounts of Carnival Corporation and Carnival plc and their shareholders as, under the revised UK legislative requirements, payments may not be made to Directors outside of an agreed policy. If approved, the Carnival plc Directors’ Remuneration Policy will take effect immediately following its approval at the 2017 Annual Meetings and will apply until it is replaced by a new or amended policy.

Upon the Carnival plc Directors’ Remuneration Policy becoming effective on the date of shareholder approval, remuneration payments to directors of Carnival plc (including former or proposed Directors) and payments for loss of office to a Director of Carnival plc (including a former or a proposed Director) will need to be consistent with the approved Carnival plc Directors’ Remuneration Policy or otherwise approved by an ordinary resolution of our shareholders (unless the payment is required to be made as part of a legal obligation entered into before June 27, 2012 and such obligation has not been amended or renewed since).

Section B of Part II of the Carnival plc Directors’ Remuneration Report sets out the Boards’ remuneration policy for the next and subsequent fiscal years and other details required by the LMCG Regulations and the UK Corporate Governance Code.shares

~~Carnival Corporation & plc 2017 Proxy Statement~~

✓

~~COMPENSATION~~

~~Compensation Discussion~~Engage an independent compensation consultant to review and ~~Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

advise on executive compensation

~~The Boards of Directors unanimously recommend a voteFOR~~✓

Regularly review the ~~approval~~charter of ~~the Carnival plc Directors’ Remuneration Policy.~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~and~~

~~CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I~~

~~Introduction~~

Carnival Corporation and Carnival plc are separate legal entities (together referred to in this report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the dual listed company (“DLC”) arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees ~~are identical~~to ensure best practices and ~~there is a single senior management team.~~

Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with Section 439A of the Companies Act 2006 and the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report.

Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in September 2014 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Annual Report of Carnival plc for the year ended November 30, 2016.


~~Named Executive Officers~~
What we don’t do	×	Provide guaranteed minimum bonuses
	×	Reload, reprice or back-date stock options
	×	Provide taxgross-ups on compensation or benefits, other than for spousal travel
	×	Pay dividends on unvested or unearned performance-based share grants
	×	Provide for automatic single-trigger vesting acceleration in connection with achange-in-control
~~Arnold W. Donald~~

Shareholder Engagement

Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all feedback received about executive compensation.

In April 2018, shareholders approved our“say-on-pay” proposal with 92.4% of the votes cast in favor of the compensation paid to our Named Executive Officers. During the past year, we have continued to engage with shareholders and seek feedback on our compensation program and incorporate the results of that feedback in our compensation decisions. As a result, the Compensation Committees did not make any changes to the executive compensation program specifically as a result of the 2018“say-on-pay” vote.

The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2019, as well as other shareholder input, when reviewing executive compensation programs and policies.

~~President and Chief Executive Officer~~

~~David Bernstein~~

~~Chief Financial Officer and Chief Accounting Officer~~

~~Alan Buckelew~~

~~Chief Operations Officer~~⁽¹⁾

~~Stein Kruse~~

~~Chief Executive Officer of the Holland America Group, which includes Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours~~

~~Michael Thamm~~

~~Chief Executive Officer of the Costa Group, which includes Costa Cruises and AIDA Cruises~~⁽²⁾

~~(1)~~

~~Mr. Buckelew served as Chief Operations Officer throughout fiscal 2016. Effective December 1, 2016, he serves as Chief Information Officer.~~

~~(2)~~

~~Effective December 9, 2016, Mr. Thamm also became CEO of Carnival Asia.~~

LOGO ~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~Executive Summary~~

Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our Executive Officers with our shareholders. We seek to provide total direct compensation (salary, bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes.

Our compensation philosophy has historically been to emphasize at risk incentive pay in order to drive a pay-for-performance culture. In furtherance of this philosophy, all direct compensation for our Named Executive Officers, other than base salary, is 100% at risk and performance-based.


~~2016 Compensation Practices and Policies~~
~~What we do~~	✓	~~All compensation is performance-based and not guaranteed, other than base salary~~
	✓	~~Use multiple performance metrics to align pay with performance~~
	✓	~~Put caps on incentive compensation~~
	✓	~~Provide appropriate balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results~~
	✓	Set rigorous stock ownership requirements for Named Executive Officers (values equal to a target multiple of base salary) who must retain at least 50% of any net share-based awards received until their target ownership is achieved
	✓	~~Increased the target share ownership level applicable to the Chairman and/or the Chief Executive Officer from five times base salary to six times base salary~~
	✓	~~Include clawback provisions in our incentive programs~~
	✓	~~Provide for only double-trigger change-in-control provisions~~
	✓	~~Prohibit short sales, short-term hedging and margin accounts of Carnival Corporation and Carnival plc shares~~
	✓	~~Engage an independent compensation consultant to review and advise on executive compensation~~
	✓	~~Regularly review the Compensation Committee charter to ensure best practices and priorities~~
~~What we don’t do~~	×	~~Provide guaranteed minimum bonuses~~
	×	~~Reload, reprice or back-date stock options~~
	×	~~Grant stock options with an exercise price less than fair market value~~
	×	~~Provide tax gross-ups on compensation or benefits~~
	×	~~Pay dividends on unvested or unearned performance-based share awards~~
	×	~~Provide for automatic single-trigger vesting acceleration in connection with a change-in-control~~

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~Shareholder Engagement~~

In April 2016, shareholders approved our “say-on-pay” proposal with 95.8% of the votes cast in favor of the compensation paid to our Named Executive Officers. During the past year we have continued to engage with shareholders and seek feedback on our compensation program and incorporate the results of that feedback in our compensation decisions. As a result, the Compensation Committees did not make any changes to the executive compensation program specifically as result of the 2016 “say-on-pay” vote.

The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2017, as well as other shareholder input, when reviewing executive compensation programs and policies.

~~Fiscal 2016 Company Performance~~

We experienced strong financial and operating performance in fiscal 2016. Our solid operational and financial performance in fiscal 2016 reflects senior leadership’s focus on executing our business strategies effectively to achieve our goals. This focus enabled us to deliver value to our shareholders in fiscal 2016, through our efforts to improve as we continue to build for future success.


~~Fiscal 2016 Financial Results and Achievements~~
•		Increased fiscal 2016 net income by 58% to $2.8 billion or $3.72 diluted earnings per share compared to $1.8 billion or $2.26 in fiscal 2016, while also increased adjusted net income by 40% to $2.6 billion or $3.45 adjusted diluted earnings per share in fiscal 2016 compared to $2.1 billion or $2.70 in fiscal 2015⁽¹⁾
•		~~Increased operating income by 20% to $3.07 billion~~
•		~~Continued to generate strong cash from operations of $5.1 billion in fiscal 2016 compared to $4.5 billion in fiscal 2015~~
•		~~Returned $3.3 billion to shareholders through the combination of dividends and share repurchases~~
•		~~Increased quarterly dividend by 17% to $0.35 per share from $0.30 per share~~
•		~~Well on our way to reaching our objective of double-digit ROIC, while maintaining a strong balance sheet and strong investment grade credit ratings~~
•		~~Achieved credit rating upgrades from both Standard & Poor’s and Moody’s as a result of our sustained earnings improvement and continued balance sheet strength~~
•		~~Accelerated progress on our cost containment efforts resulting in $95 million of savings in fiscal 2016, bringing the cumulative savings to date to over $190 million~~
•		~~Launched the initial phase of our state-of-the-art revenue management system, which will help us drive incremental revenue yield over time~~
•		~~Implemented strategies to grow demand by increasing consumer awareness and consideration of our cruise brands and the global cruise industry through ongoing public relations efforts and advertising~~
•		Launched three original TV programs that are airing on major U.S. networks, reaching viewers during the family-oriented programming blocks, showcasing ocean travel as a means to experience global destinations and learn about other cultures

~~Carnival Corporation & plc 2017~~2019 Proxy Statement

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~


~~Fiscal 2016 Financial Results and Achievements~~
•		~~Introduced three new ships during fiscal 2016:~~~~AIDAPrima, Carnival Vista~~~~and~~ ~~ms Koningsdam~~
•		Progressed in developing and implementing cutting-edge proprietary technology to enhance our ability to monitor and track ship nautical and technical performance in real time including fuel consumption and emissions
•		Launched the first ship in the world to use liquefied natural gas in port and ordered three new ships, bringing the total to eight ships on order to be powered by liquefied natural gas to further reduce exhaust gas emissions
•		~~First cruise company in more than four decades to begin operating voyages from the United States to Cuba~~

~~(1)~~

Reconciliation to the corresponding $2.8 billion net income and $3.72 GAAP diluted earnings per share can be found on page F-47 of the Carnival Corporation & plc joint Annual Report on Form 10-K filed with the SEC on January 30, 2017.

~~Fiscal 2016 Named Executive Officer Compensation Target Pay Mix~~

The compensation elements for our Named Executive Officers consist of base salary, an annual bonus and equity-based compensation. We have reinforced our commitment to strengthening the link between pay and performance for our Executive Officers through inclusion of performance-based compensation components. Our philosophy is to place greater emphasis on performance-based pay elements. All direct compensation of our Named Executive Officers, other than base salary, is 100% at risk and performance-based.

Consistent with our philosophy regarding the importance of pay for performance, 86% of Mr. Donald’s fiscal 2016 target direct compensation consists of performance-based annual bonuses and equity-based compensation. The other Named Executive Officers’ 2016 target direct compensation consists of 76% performance-based annual bonuses and equity-based compensation.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~


~~2016 CEO Compensation Components~~
~~Base Salary~~		~~Remained unchanged for fiscal 2016.~~
~~Annual Incentive Plan~~		Received an annual bonus aligned with Carnival Corporation & plc’s fiscal 2016 financial performance under the Carnival Corporation & plc Management Incentive Plan (the “Management Incentive Plan”). In fiscal 2016, Carnival Corporation & plc’s operating income increased 20% from fiscal 2015. As a result, the annual bonus awarded to Mr. Donald was 152.5% of his target bonus for fiscal 2016.
~~Annual Equity Grants~~		~~100% of annual equity-based compensation is performance-based:~~ • 70% of the equity awards were granted in the form of performance-based share (“PBS”) grants. The PBS grants provide a future compensation opportunity based on a combination of operating income and ROIC performance goals over a three-year period (2016-2018), as modified based on our TSR rank relative to the 2016 Peer Group, with vesting contingent on continued service. • 30% of the equity awards were granted in the form of Management Incentive Plan-tied equity (“MTE”). The MTE grant value was based on the 2016 Management Incentive Plan performance and cliff vest three years after the grant date.

~~Comparison of Fiscal 2016 and Fiscal 2015 CEO Total Direct Compensation (“TDC”).~~

Mr. Donald’s total direct compensation decreased slightly by 0.3% in fiscal 2016, due to a lower bonus pay-out in fiscal 2016 driven by more challenging performance targets and payout curve under the Management Incentive Plan.

~~Overall Objectives and Philosophy~~

~~The objectives of the Compensation Committees are to:~~

~~Create competitive compensation packages that provide both short-term rewards and long-term incentives for positive individual and corporate performances; and~~

~~Align the financial interests of our Executive Officers and our shareholders.~~

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~The Compensation Committees’ philosophy is to:~~

~~Place appropriate emphasis on the variable elements of compensation, such as the annual bonus and equity-based compensation; and~~

Provide total direct compensation for each Named Executive Officer that is competitive for the market (as described below under “Competitive Market (Peer Group) Comparison”), adjusted as necessary to take into consideration a particular Named Executive Officer’s individual circumstances, as applicable (including the individual’s performance, experience and responsibility).

Most of our Executive Officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of Executive Officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, to the degree practicable.

~~Overview of Total Direct Compensation for 2016 and Comparison to 2015~~

~~Total Cash Compensation~~. Annual changes in total cash compensation for Carnival Corporation & plc’s senior management team, including our Named Executive Officers, take into account changes in operating income as measured at the enterprise-wide and/or operating company levels. Other considerations impacting cash compensation include changes in responsibility and market pay positioning of executives with similar responsibility levels in other corporations.

The table below shows target and actual cash compensation for fiscal 2016 compared to target and actual cash compensation for fiscal 2015. Target total cash compensation for all of the Named Executive Officers remained unchanged from fiscal 2015 to fiscal 2016. Actual annual bonuses decreased in fiscal 2016 from fiscal 2015, consistent with management’s and the Compensation Committees’ commitment to setting more challenging performance targets under the Management Incentive Plan. Mr. Kruse’s annual bonus in fiscal 2016, however, was the exception with an increased bonus in fiscal 2016 driven by improved relative performance to target from fiscal 2015.

Fiscal 2015 Fiscal 2016
Change from
Fiscal 2015

Change from
Fiscal 2015
Named Executive
Officer Salary Plus
Target Bonus Salary Plus
Actual Bonus Salary Plus
Target Bonus Salary Plus
Actual Bonus
Salary Plus
Actual Bonus

Salary Plus
Target Bonus
Arnold W. Donald
$ 3,650,000 $ 5,618,950 $ 3,650,000 $ 5,041,250 (10.3 %) 0 %
David Bernstein
$ 1,650,000 $ 2,355,850 $ 1,650,000 $ 2,148,750 (8.8 %) 0 %
Alan Buckelew
$ 1,925,000 $ 2,742,300 $ 1,925,000 $ 2,502,500 (8.7 %) 0 %
Stein Kruse
$ 1,925,000 $ 2,335,000 $ 1,925,000 $ 2,479,400 6.2 % 0 %
Michael Thamm⁽¹⁾
€ 1,600,000 € 1,775,000 € 1,600,000 € 1,649,500 (7.1 %) 0 %

~~(1)~~

Mr. Thamm’s base salary and bonus is payable in euros. For fiscal 2015, his base salary and target bonus is equivalent to $1,792,000 and his base salary and actual bonus is equivalent to $1,988,000 when converted to U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:€1. For fiscal 2016, his base salary and target bonus is equivalent to $1,776,000 and his base salary and actual bonus is $1,830,945 when converted to U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:€1.

~~Total Direct Compensation~~. In addition to the annual bonuses, individual performance-based equity grants (both the PBS grants and the MTE grants) take into account the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. These equity grants provide compensation only to the extent specified performance targets are achieved over the applicable performance period. The changes in total direct compensation in fiscal 2016 from fiscal 2015 reflect the same factors that explain the year-over-year change in Named Executive Officer cash compensation.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~The table below compares each Named Executive Officer’s year-over-year change in total direct compensation (salary, annual bonus and equity grants).~~

Named Executive Officer    Fiscal 2015
Total Direct
Compensation    Fiscal 2016
Total Direct
Compensation    Change from
Fiscal 2015
Total Direct
Compensation
Arnold W. Donald
   $ 9,118,950    $ 9,092,500    (0.3 %)
David Bernstein
   $ 3,580,850    $ 3,583,750    0.1 %
Alan Buckelew
   $ 4,317,300    $ 4,340,000    0.5 %
Stein Kruse
   $ 3,910,000    $ 4,306,400    10.1 %
Michael Thamm⁽¹⁾
   € 2,778,049    € 2,665,497    (4.1 %)

~~(1)~~

Mr. Thamm’s base salary and bonus is payable in euros. The Carnival plc restricted share units granted to Mr. Thamm are denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the Carnival plc restricted share units granted for: (a) fiscal 2015 has been converted from sterling into euros based on the January 11, 2016 grant date exchange rate of€~~1.33:£1 and the April 14, 2015 grant date exchange rate of~~€~~1.38:£1; and (b) fiscal 2016 has been converted from sterling into euros based on the January 17, 2017 grant date exchange rate of~~€~~1.14:£1, and the April 13, 2016 grant date exchange rate of~~€~~1.25:£1. His total direct compensation is equivalent to $3,113,807 for fiscal 2015 when converted to U.S. dollars at the average exchange rate for fiscal 2015 of $1:12:~~€~~1. His total direct compensation is equivalent to $2,958,702 for fiscal 2016 when converted to U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:~~€1.

The fiscal 2015 and fiscal 2016 compensation values included in the above table reflect the fair value of time-based share (“TBS”) grants made in January 2016 (granted in fiscal 2016 based upon fiscal 2015 performance) and the MTE grants made in January 2017 (granted in fiscal 2017 based upon fiscal 2016 performance), respectively. Under SEC disclosure rules, the MTE grants that were not made until fiscal 2017 do not appear in the “Grants of Plan-Based Awards in Fiscal 2016” table or the “Summary Compensation Table” for fiscal 2016, even though these grants are compensation for fiscal 2016. Instead, the grants made in January 2016 (based on 2015 performance) appear in the “Summary Compensation Table” for fiscal 2016. However, the Compensation Committees believe that the MTE grants made in fiscal 2017 are properly considered as part of our Named Executive Officers’ compensation for fiscal 2016 performance (in the same way that bonuses paid in fiscal 2017 are treated as compensation for fiscal 2016 performance).

~~Process for Making Compensation Determinations~~

~~The Compensation Committees determine the compensation policy and the compensation payable to all of our Executive Officers.~~

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Process for Making Compensation Determinations

The Compensation Committees determine the compensation policy and the compensation payable to all of our executive officers. The Compensation Committees interact with the management of Carnival Corporation & plc on compensation issues primarily through communications, meetings and discussions with the Chief Executive Officer, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2018 annual compensation determination process, the Chief Executive Officer and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of the fiscal year. After the fiscal year was completed, the Chief Executive Officer and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. The Chief Executive Officer reviewed the annual competitive market analysis provided by the independent consultant, as well as individual performance of each Named Executive Officer and the results of the group of brands or company-wide results, as appropriate, and provided the Compensation Committees with recommended total target compensation levels for each Named Executive Officer, except for his own. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc.

The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for their workforce are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the “Compensation Risk Assessment” section for additional information.

Independent Compensation Consultants. The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) (together with its UK affiliated firm, FIT Remuneration Consultants LLP (“FIT”)) to assist in their annual review of our executive and Director compensation programs. The Compensation Committees believe that FW Cook and FIT provided objective advice to the Compensation Committees. FW Cook and FIT provide no other services to Carnival Corporation & plc.

During fiscal 2018, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees.

During fiscal 2018, the Compensation Committees also engaged Willis Towers Watson (“WTW”) to assist the Compensation Committees with the CEO Pay Ratio calculation and disclosure.

In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook, FIT and WTW and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s, FIT’s and WTW’s work raised no conflicts of interest.

Peer Group Characteristics. The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of their consultant. This annual market assessment consists of an analysis of executive pay at a group of publicly-listed peer companies.

The peer group listed below (the “Peer Group”) was used when assessing the fiscal 2018 compensation for our Named Executive Officers, which was unchanged from the peer group developed


40				Carnival Corporation & plc on compensation issues primarily through communications, meetings and discussions with Mr. Donald, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2016 annual compensation determination process, Mr. Donald and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of the fiscal year. After the fiscal year was completed, Mr. Donald and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc. Mr. Donald does not provide input regarding his own compensation levels.2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

in October 2016 (except for the removal of Starwood Hotels and Resorts Worldwide, Inc. as a result of its acquisition by Marriott International, Inc.). The Peer Group consists of 19 publicly-listed companies from diverse industries that exhibit similar size and business characteristics with Carnival Corporation & plc ~~2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the section of the Proxy Statement entitled “Compensation Risk Assessment” for additional information.

~~Compensation Consultant~~.The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in their annual review of our Executive and Director compensation programs. The Compensation Committees believe that FW Cook provided objective advice to the Compensation Committees. FW Cook provides no other services to Carnival Corporation & plc.

~~During fiscal 2016, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees.~~

In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s work raised no conflicts of interest.

~~Peer Group Characteristics~~.The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of its consultant. This annual market assessment consists of an analysis of top officer pay at a group of publicly-listed peer companies.

The peer group listed below (the “2015 Peer Group”) was used when assessing the fiscal 2016 annual base salaries and target bonuses for our Named Executive Officers, which was unchanged from fiscal 2015. The 2015 Peer Group consists of 13 U.S. publicly-listed companies comparable to Carnival Corporation & plc across one or more of the following factors: revenue, market capitalization, operating income, total assets, reported full-time employees, nature of business and complexity of business; and reflect the market in which we may compete for business, investor capital and/or executive talent. The Peer Group reflects a balanced group of companies in the consumer discretionary sector, including media, ~~entertainment, consumer goods and services and~~ retailing, services and transportation companies.


Peer Group Companies
~~2015 Peer Group Companies~~
•	~~Colgate-Palmolive Company~~	•	~~Starbucks Corporation~~
•	~~General Mills, Inc.~~	•	~~Starwood Hotels & Resorts Worldwide, Inc.~~
•	~~Macy’s, Inc.~~	•	~~Target Corporation~~
•	~~Marriott International, Inc.~~	•	~~The DIRECTV Group, Inc.~~
•	~~McDonald’s Corporation~~	•	~~The Walt Disney Company~~
•	~~NIKE, Inc.~~	•	~~Yum! Brands, Inc.~~
•	~~Royal Caribbean Cruises Ltd.~~

~~Competitive Market (Peer Group) Comparison~~.Annually, the Compensation Committees’ independent consultant conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2016. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the 2015 Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the 2015 Peer Group to produce a consolidated aggregated competitive market range for total direct compensation.

These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be competitive when within a range of 15% above or below the market median. Actual pay positioning within a competitive range can vary based on factors including job responsibilities, experience, impact of role, and individual performance.

Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted 2015 Peer Group level.

~~Change to Peer Group.~~ In October 2016, based on the recommendations of FW Cook, the Compensation Committees approved a revised peer group listed below (the “2016 Peer Group”). The 2016 Peer Group consists of 20 publicly-listed companies from diverse industries that exhibit similar size and business characteristics with Carnival Corporation & plc and better reflects the market in which we may compete for business, investor capital and/or executive talent. The 2016 Peer Group reflects a balanced group of companies in the consumer discretionary sector, including media, retailing, services and transportation companies. The 2016 Peer Group was used to establish market references to assist the Compensation Committees when determining the equity compensation for fiscal 2016 granted in 2017.


~~2016 Peer Group Companies~~
•	American Airlines Group Inc.	•	Marriott International, Inc.
•	Darden Restaurants, Inc.	•	McDonald’s Corporation
•	Delta Air Lines, Inc.	•	MGM Resorts International
•	easyJet plc	•	Norwegian Cruise Line Holdings Ltd.
•	FedEx Corporation	•	Royal Caribbean Cruises Ltd.
•	Hilton Worldwide Holdings Inc.	•	Starbucks Corporation
•	Hyatt Hotels Corporation	•	~~Starwood Hotels & Resorts Worldwide, Inc.~~⁽¹⁾
•	~~International Consolidated Airlines Group, S.A.~~	•	United Continental Holdings, Inc.
•	International Consolidated Airlines Group, S.A.	•	United Parcel Service, Inc.
•	Las Vegas Sands Corp.	•	~~United Parcel Service, Inc.~~
•	~~Live Nation Entertainment, Inc.~~	•	Wyndham Worldwide Corporation

~~(1)~~

~~Will be removed from the Peer Group in the future, as a result of its recent acquisition by Marriott International,~~

•

Live Nation Entertainment, Inc.

~~Named Executive Officer Compensation Design and Elements~~

~~The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation, retirement benefits and perquisites.~~

The compensation practices for each of our Named Executive Officers vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our Named Executive Officers (Messrs. Donald, Bernstein and Buckelew) had company-wide roles during fiscal 2016 and two of our Named

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

Executive Officers (Messrs. Kruse and Thamm) were Chief Executive Officers of groups operating two or more brands during fiscal 2016. As a result, the compensation practices for these two types of roles are different.


~~Named Executive~~ ~~Officer~~	~~Type of Role~~	~~Base Salary~~	~~Annual Bonus~~	~~Equity-Based~~ ~~Compensation~~	~~Retirement~~ ~~Benefits~~ ~~and Perquisites~~
~~Arnold W. Donald~~	~~Company-wide role~~	~~Based on level of~~ ~~responsibility, and~~ ~~increases based~~ ~~on performance or~~ ~~other market~~ ~~factors~~	~~Based 100% on~~ ~~company-wide~~ ~~operating income~~	~~PBS and MTE~~ ~~awards to align~~ ~~with~~ ~~shareholder~~ ~~outcomes~~	~~Reflect country~~ ~~practices where~~ ~~a Named~~ ~~Executive~~ ~~Officer resides~~
~~David Bernstein~~
~~Alan Buckelew~~

Competitive Market (Peer Group) Comparison. Annually, the Compensation Committees’ independent consultant, FW Cook, conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2018. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the Peer Group to produce a consolidated aggregated competitive market range for total direct compensation.

These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be generally competitive when within a range of 15% above or below the market median. Actual pay positioning can vary based on factors including job responsibilities, experience, impact of role and individual performance.

Named Executive Officer Compensation Design, Elements and Pay Mix

The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation, retirement benefits and perquisites.

The compensation practices for each of our Named Executive Officers vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our Named Executive Officers (Messrs.

LOGO Carnival Corporation & plc 2019 Proxy Statement

~~Stein~~

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Donald, Bernstein and Perez) had company-wide roles during fiscal 2018 and two of our Named Executive Officers (Messrs. Kruse and Thamm) were Chief Executive Officers of groups operating two or more brands during fiscal 2018. As a result, the compensation practices for these two types of roles are different.


Named Executive Officer	Type of Role	Base Salary	Annual Bonus	Equity-Based Compensation	Retirement Benefits and Perquisites
Arnold W. Donald	Company-wide role	Based on level of responsibility and increases based on performance or other market factors	Based 100% on company-wide operating income	MTE, PBS and SEA grants to align with shareholder outcomes	Reflect country practices where a Named Executive Officer is employed
David Bernstein
Arnaldo Perez
Stein Kruse	CEO of a group of brands					Based 50% on company-wide operating income and 50% on a group of brands’ operating income
Michael Thamm

In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such an element on total compensation (and thus, each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by a Named Executive Officer when making an equity grant. However, the annual bonus and equity-based compensation grants are set independently on the basis of dollar values (and are not set or determined as a fixed percentage of base salary).

As reflected in our target pay mix below, all direct compensation of our Named Executive Officers, other than base salary, is 100% at risk and performance-based in line with our philosophy to place greater emphasis on performance-based pay elements.

LOGO

Carnival Corporation & plc 2019 Proxy Statement

~~Michael Thamm~~

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Fiscal 2018 Company Performance

We achieved double-digit ROIC and the highest full year earnings in our company’s history in 2018 reflecting our senior leadership’s focus on executing our business strategies effectively to achieve our goals.

~~In determining~~

Fiscal 2018 Financial Results and Achievements

•

Fiscal 2018 net income increased to $3.2 billion or $4.44 diluted earnings per share compared to $2.6 billion or $3.59 in fiscal 2017. Adjusted net income increased to $3.0 billion or $4.26 adjusted diluted earnings per share in fiscal 2018 compared to $2.8 billion or $3.82 in fiscal 2017⁽¹⁾

•

Increased revenues by $1.4 billion to achieve record revenues of $18.9 billion

•

Generated cash from operations of $5.5 billion in fiscal 2018 compared to $5.3 billion in fiscal 2017

•

Returned $2.8 billion to shareholders through the ~~amount~~combination of ~~any particular compensation element,~~dividends and share repurchases

•

Increased the ~~Compensation Committees consider the impact~~quarterly dividend to $0.50 per share from $0.40 per share in 2017

•

Achieved our objective of ~~such an element on total compensation (and thus, each element affects the amount paid~~double-digit ROIC in ~~respect~~2018, while maintaining a strong balance sheet and strong investment grade credit ratings

•

Leveraged our scale to reduce costs, achieving cumulative savings of ~~other elements of compensation). For example, the Compensation Committees consider the amount~~over $350 million in just five years

•

Recognized globally for our innovation efforts, including being recognized byFast Company as one of the ~~base salary~~“Top 10 Most Innovative Companies” in both the design and ~~annual bonus that may~~travel categories for our Ocean Medallion^TM experience, which we debuted onCaribbean Princess

•

Deployed ourstate-of-the-art revenue management system across nearly half of the company to facilitate further yield growth

•

Continued to execute on our strategy to grow demand in excess of measured capacity growth by increasing consumer awareness and consideration of our cruise brands and the global cruise industry through ongoing public relations efforts and advertising, with our brands consistently capturing over 75 percent of all positive media in our industry and the absolute number of positive mentions being five times what they were just five years ago

•

Exceeded our target unit fuel consumption reduction of 25 percent, three years ahead of schedule

•

Opened the third of threestate-of-the-art Fleet Operations Centers with advanced ship to shore communication technology

•

Signed a historic joint venture agreement with CSSC, China State Shipbuilding Corporation, forming a local cruise operating company and forging a significant long-term relationship to help build the cruise industry in China

•

Introduced three new ships during fiscal 2018:Carnival Horizon, Seabourn Ovation,andNieuw Statendamand entered into agreements to sell six ships

(1)

Reconciliation to the corresponding $3.2 billion net income and $4.44 GAAP diluted earnings per share can be ~~earned by a Named Executive Officer when granting an equity award. However,~~found on pageF-43 of the Carnival Corporation & plc joint Annual Report on Form10-K filed with the SEC on January 28, 2019.

2018 Compensation Recommendations and Rationale

As previously disclosed, the Compensation Committees undertook a fundamental restructuring of the compensation program for the Named Executive Officers in 2017. The restructured program, which strengthened the performance-based focus of compensation to our Named Executive Officers and enhanced the alignment between executive rewards and long-term gains for Carnival Corporation & plc and its shareholders, was continued for fiscal 2018. This compensation structure consists of base

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

salary, performance-based annual bonus and three performance-based equity components tied to achievement of business objectives and total shareholder return. Therefore, every component of the compensation program, with the exception of base salary, is performance-based and at risk. This compensation philosophy continues to extend beyond our Named Executive Officers to include other key executives, reflecting the Compensation Committees’ commitment to aligning compensation with the success of Carnival Corporation & plc.

Comparison of Fiscal 2018 and Fiscal 2017 Total Direct Compensation

Mr. Donald – CEO

LOGO

Other Named Executive Officers

LOGO

(1)	Mr. Thamm’s compensation has been converted into dollars from euro and ~~equity-based compensation awards are set independently on the basis of dollar values (and are not set or determined~~sterling as ~~a fixed percentage of base salary).~~described below.


44				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Please refer to the following discussion and the “Compensation Tables” section for additional information on total direct compensation.

Base Salaries

~~A. General~~

Base salaries are intended to provide a level of fixed compensation that ~~reflects~~is reflective of each Named Executive Officer’s level of responsibility. ~~As described above, the Compensation Committees’ philosophy is to emphasize the performance-based elements of compensation.~~ Base salaries ~~for fiscal 2016~~ of our Named Executive Officers for fiscal 2018 are reported in the “Summary Compensation Table.” The Compensation Committees annually review each Named Executive Officer’s performance and may increase the base salary of a Named Executive Officer at their discretion if merited by performance or other market factors necessary to attract and retain our executives.

Salaries for fiscal ~~2016~~2018 were established for our Named Executive Officers in January ~~2016~~2018 after performance results for the prior fiscal year were available. Mr. Donald reviewed the annual competitive market analysis provided by the independent consultant, as well as individual performance of each Named Executive Officer and the results of the group of brands or company-wide results, as appropriate, and provided the Compensation Committees with recommended salaries for each Named Executive Officer, except for his own.

~~B. 2016 Base Salaries and Analysis~~

~~At the beginning of fiscal 2016, Mr. Donald recommended to the Compensation Committees that there be~~There was no increase in the base salaries ~~for~~of our Named Executive Officers for fiscal ~~2016 (which is consistent with the lack of increase provided to other members of senior management). The Compensation Committees accepted Mr. Donald’s recommendations.~~2018.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~As a result, the base salaries for fiscal 2016 were as follows:~~


~~Named Executive Officer~~		~~Fiscal 2016~~ ~~Base Salary~~
~~Arnold W. Donald~~		~~$1,000,000~~
~~David Bernstein~~		~~$ 700,000~~
~~Alan Buckelew~~		~~$ 825,000~~
~~Stein Kruse~~		~~$ 825,000~~
~~Michael Thamm~~⁽¹⁾		€ ~~700,000~~

~~(1)~~

~~Mr. Thamm’s base salary is payable in euros. His base salary is equivalent to $777,000 for fiscal 2016 when converted into U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:~~€1.

Annual Bonuses

~~A. General~~

In fiscal ~~2016,~~2018, each Named Executive Officer’s target bonus comprised a significant portion of their respective total cash compensation opportunity, supporting Carnival Corporation & plc’s objective to emphasize pay for performance. Annual bonus payments are intended to reward short-term individual, corporate, and a group of brands’ performance results and achievements. The emphasis on the annual bonus as compared to base salary allows Carnival Corporation & plc to more closely link financial results to individual and overall company performance.

Fiscal 2018 bonuses for our Named Executive Officers are reported in the “Summary Compensation Table” under the column labeled~~B. 2016 Annual Bonuses and Analysis~~“Non-Equity Incentive Plan Compensation.”

For fiscal ~~2016,~~2018, the annual bonuses for our Named Executive Officers were determined in accordance with the Carnival Corporation & plc Management Incentive Plan (the “Management Incentive Plan”) described below.

The Management Incentive Plan is designed to focus the attention of our executives, including our Named Executive Officers, on achieving outstanding performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures. For the Named Executive Officers who are ~~CEOs~~Chief Executive Officers of a group of brands, the Management Incentive Plan is designed to also focus their attention on achieving outstanding performance results as reflected in the operating income of the group of brands they oversee.

Under the Management Incentive Plan, the Corporation Operating Income Target, Brand Operating Income Target and target bonus for each executive are established by the Compensation Committees for each plan year.

The ~~Management Incentive Plan defines these terms as follows:~~

~~“Corporation Operating Income” means~~respective operating income targets are the adjusted U.S. Generally Accepted Accounting Principles ~~(“Adjusted GAAP”)~~ net income of Carnival Corporation & plc, or the respective brand (or group of brands), excluding interest income and expense, other nonoperating income and expense, and income taxes, as reported by Carnival Corporation & plc, ~~for the plan year.~~

~~“Brand Operating Income” means the Adjusted GAAP net income of~~or the respective brand (or group of brands) ~~excluding interest income and expense and other nonoperating income and expense and income taxes,~~, as ~~reported by the brand (or group of brands)~~applicable, for the plan year.

The “Corporation Operating Income Target” and “Brand Operating Income Target” for each year is established by the Compensation Committees taking into account historical performance, ~~investor guidance,~~ company/industry growth, Carnival Corporation & plc’s annual plan, consultation with management, ~~and such other factors as~~investor guidance (as to the

~~Carnival~~ Corporation ~~& plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~Compensation Committees deem appropriate. The “Brand~~ Operating Income ~~Target” for each year is also established by~~Target), the ~~Compensation Committees taking into account historical performance, company/industry growth, the brand group’s~~brand’s annual plan ~~consultation with management~~(as to the Brand Operating Income Target) and such other factors as the Compensation Committees deem appropriate. In order to measure ~~managements’~~management’s controllable operating contribution to the company, the Corporation and Brand Operating Income Targets and the actual Corporation and Brand Operating Income

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

achieved for fiscal ~~2016~~2018 were measured using a constant fuel price per ton and constant currency exchange rates.

In January ~~2016,~~2018, the Compensation Committees set the Corporation Operating Income Target for fiscal ~~2016~~2018 at ~~$3.134~~$3.335 billion, which was ~~approximately 22%~~7.2% more than the actual Corporation Operating Income achieved in fiscal ~~2015.~~2017 when normalized for fuel price and currency exchange rate impact, consistent with historical methodology. The Compensation Committees believed that this target represented a challenging performance ~~goal and was meaningfully higher than the actual results for fiscal 2015.~~goal.

Under the Management Incentive Plan, the preliminary bonus amounts payable were dependent upon the amount of Corporation Operating Income achieved as compared to the Corporation Operating Income Target as follows:

Plan Provisions
Corporation Operating
Income (in millions)
Performance Level
(% of Target Achievement)
   Payout
Percentage⁽¹⁾
<$2,980    Below Threshold (<95.1%)           0%
  $2,980    Threshold (95.1%)      50.0%
  $3,134    Target (100%)    100.0%
  $3,447    Maximum (110.0%)    200.0%


Plan Provisions

Corporation Operating Income (in billions)	Performance Level (% of Target Achievement)	Payout Percentage⁽¹⁾


<$3.070	Below Threshold (<92.1%)	0%


$3.070	Threshold (92.1%)	50.0%


$3.301	At 99.0%	90.0%


$3.335	Target (100.0%)	100.0%


$3.565	Maximum (106.9%)	200.0%

(1)	The payout curve includes four linear slopes. Payouts between these points are calculated using interpolation.

Bonus funding under the Management Incentive Plan for the Named Executive Officers who are ~~CEOs~~Chief Executive Officers of a group of brands was calculated by reference to a bonus schedule that calibrates the respective weighted Brand Operating Income Target ~~(50%)~~of 50% (proportionally weighted by the size of each brand, when more than one brand is under the scope of the Named Executive Officer) and Corporation Operating Income Target ~~(50%)~~of 50% for the fiscal ~~2016~~2018 plan year with the target bonus.

The Compensation Committees considered the attainment of each brand’s Brand Operating Income Target for fiscal ~~2016~~2018 to be achievable but challenging given each brand’s fiscal ~~2015~~2017 performance.

The fiscal ~~2016~~2018 Brand Operating Income Target for the Holland America Group ~~(applicable~~and Carnival UK (both applicable to Mr. Kruse) were 9.8% and 11.3%, respectively, and the Costa Group (applicable to Mr. Thamm) ~~were approximately 20% and 13%, respectively,~~was 11.1% more than the actual Brand Operating Income achieved in fiscal ~~2015.~~2017 when normalized for fuel price and currency exchange rate impact. The Compensation Committees believed that these targets represented challenging performance goals and were both ~~meaningfully~~ higher than the normalized actual results for fiscal ~~2015.~~2017.

In January ~~2016,~~2018, Mr. Donald ~~recommended to~~provided the Compensation Committees with his recommendations regarding the fiscal ~~2016~~2018 target bonus amounts under the Management Incentive Plan for our Named Executive Officers (other than himself), ~~representing~~in which there was no increase from their fiscal ~~2015~~2017 target ~~bonus.~~bonuses. The Compensation Committees accepted Mr. Donald’s recommendations. The fiscal ~~2016~~2018 target bonuses were, as follows:


Named Executive Officer	Fiscal 2018 Target Bonus

Arnold W. Donald		$~~2,650,000~~3,000,000

David Bernstein	~~$ 950,000~~
~~Alan Buckelew~~	$~~1,100,000~~1,000,000

Stein Kruse		$~~1,100,000~~1,200,000

Arnaldo Perez		$ 450,000

Michael Thamm		€ ~~900,000~~1,116,000

These amounts were established by the Compensation Committees after taking into consideration the competitive market analysis (described above), historical bonus payout levels, the ~~more~~ challenging

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Corporation Operating Income Target established by the Compensation Committees for fiscal ~~2016~~2018 and the Compensation Committees’ continued philosophy to place ~~greater~~ emphasis on performance-based pay elements.

Following the end of fiscal ~~2016,~~2018, the Compensation Committees ~~confirmed preliminary funding bonus amounts for the Named Executive Officers based on the~~reviewed actual Corporation Operating Income and Brand Operating Income results achieved during fiscal ~~2016. Under the terms~~2018, inclusive of ~~the Management Incentive Plan, the Compensation Committees then considered other factors~~adjustments deemed relevant to the performance of Carnival Corporation & plc and the individual ~~brands.~~ brands, under the terms of the Management Incentive Plan.

After taking these adjustments into consideration, the Compensation Committees certified an adjusted Corporation Operating Income amount for fiscal 2018 that was 103.8% of the fiscal 2018 Corporation Operating Income Target and resulted in a preliminary bonus funding.

One ~~such~~ factor further modifying the bonus funding percentage was our HESS performance, as determined by the HESS Committees. To make this annual determination, the HESS Committees met regularly with members of the Carnival Corporation & plc Maritime Policy & Analysis Department and senior management to review an extensive analysis of each brand’s and Carnival Corporation & plc’s enterprise-wide performance in HESS-related areas tracked throughout the course of the fiscal year. When applied, the result was a preliminary funding Based on ~~its review of~~the Corporation’s 2018 results and the HESS ~~performance and other factors,~~modifier recommended by the HESS Committees, the Compensation Committees approved ~~adjustments~~ to ~~actual Corporation Operating Income and Brand Operating Income for fiscal 2016 to take into account~~ the ~~effects of gains on ship sales, restructuring expenses and litigation expenses.~~

After taking all of these adjustments into consideration, the Compensation Committees certified an adjusted Corporation Operating Income amount for fiscal 2016 that was 105.2% of the fiscal 2016 Corporation Operating Income Target. This amount was also 28% higher than the Corporation Operating Income for fiscal 2015 (which was also determined taking into account similar adjustments), and resulted in a preliminary bonus funding equal to ~~152.5%~~equal to 156.3% of Messrs. Donald, Bernstein and ~~Buckelew’s~~Perez’s target bonus.

The adjusted Corporation Operating Income, performance levels and resulting actual performance level payouts for fiscal ~~2016~~2018 as approved by the Compensation Committees were as follows:

Actual Results and Payout
Adjusted
Fiscal 2016
Corporation
Operating Income
(in thousands)
   Actual
Percent of
Target Achieved    Actual
Fiscal 2016
Payout Percentage
$3,297    105.2%    152.5%


Actual Results and Payout
Adjusted Fiscal 2018 Corporation Operating Income (in billions)	Actual Percent of Target Achieved	Actual Fiscal 2018 Payout Percentage

$3.463	103.8%	156.3%

The Compensation Committees also certified an adjusted Brand Operating Income amount for the Holland America Group, Carnival UK and Costa Group for fiscal ~~2016~~2018 that ~~was 104.0%~~were 103.5%, 108.3% and 100.5% of ~~its 2016~~their respective 2018 Brand Operating Income ~~Target and for the Costa Group that was 100.4% of its 2016 Brand Operating Income Target. When~~Targets. Based on these ~~fiscal 2016~~2018 brand results, ~~inclusive of~~ their respective HESS modifiers ~~were combined with~~recommended by the HESS Committees, and the adjusted Corporate Operating Income results described above, the result was ~~preliminary~~bonus funding for Messrs. Kruse and Thamm, equal to ~~150.4%~~150.7% and ~~105.5%~~132.6% of their respective target bonuses.

Mr. Donald made recommendations to the Compensation Committees for all Named Executive Officer annual bonuses except for his own. The recommendations included a subjective review of the applicable fiscal year overall performance of each Named Executive Officer. Mr. Donald also submitted his self-assessments to the Compensation Committees summarizing his own activities and results as compared to his goals, as well as Carnival Corporation & plc’s overall performance.

Final bonus amounts were then determined by the Compensation Committees, taking into account Mr. Donald’s recommendations and input from FW Cook. In making their determinations, including whether to vary bonuses from the amount determined under the bonus schedule included in the Management Incentive Plan, the Compensation Committees considered the factors summarized in the ~~Executive Summary~~“Executive Summary” section above, in addition to the competitive market compensation for each Named Executive Officer and ~~its~~their subjective overall assessment of individual performance in fiscal ~~2016.~~2018. After taking into account the factors referred to above, together with an assessment of the individual performance of each of the Named

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

Executive Officers, the Compensation Committees determined not to vary the final bonus amounts determined by the bonus schedule in the Management

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Incentive Plan. As a result, the bonuses for fiscal ~~2016 (which~~2018 were ~~less~~more than actual bonus amounts for fiscal ~~2015,~~2017, except for the bonus for Mr. ~~Kruse, as described above) were as follows:~~Kruse.

Named Executive Officer    Fiscal 2016
Target Bonus       Actual 2016
Payout
Percentage    Fiscal 2016
Actual Bonus    Fiscal 2015
Actual Bonus    Change from
Fiscal 2015
Actual Bonus
Arnold W. Donald
   $ 2,650,000       x       152.5 % =       $ 4,041,250       $ 4,618,950       (12.5 %)
David Bernstein
   $ 950,000       x       152.5 % =       $ 1,448,750       $ 1,655,850       (12.5 %)
Alan Buckelew
   $ 1,100,000       x       152.5 % =       $ 1,677,500       $ 1,917,300       (12.5 %)
Stein Kruse
   $ 1,100,000       x       150.4 % =       $ 1,654,400       $ 1,510,000       9.6 %
Michael Thamm⁽¹⁾
   € 900,000       x       105.5 % =       € 949,500       € 1,075,000       (11.7 %)

~~(1)~~

~~Mr. Thamm’s fiscal 2016 bonus is payable in euros. His bonus is equivalent to $1,204,000 for fiscal 2015 when converted into U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:~~€~~1 and $1,053,945 for fiscal 2016 when converted into U.S. dollars at the average exchange rate for fiscal 2016 of $1.11:~~€1.

Equity-Based Compensation

A. General

The Compensation Committees grant equity-based compensation to our Named Executive Officers to provide long-term incentives and align management and shareholder interests. The Compensation Committees believe that a ~~significant percentage~~substantial portion of compensation should be ~~equity-based, rather than paid in cash.~~equity-based. The equity-based compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future superior performance and align the interests of the executive with our shareholders.

To further augment these views the ~~Compensation Committees replaced TBS grants with an~~ equity program for fiscal ~~2016 which~~2018 was 100% performance-based for our Named Executive Officers and other key executives within Carnival Corporation & plc. For fiscal ~~2016,~~2018, this includes ~~two~~three different types of performance-based equity grants: ~~PBS grants~~

Management Incentive Plan-Tied Equity (“MTE”) grants;

Performance-Based Share (“PBS”) grants; and ~~MTE~~

Shareholder Equity Alignment (“SEA”) grants.

These equity grants provide for performance-based vesting or granting criteria and align our senior management team’s long-term compensation opportunities with Carnival Corporation & plc’s long-term performance. In addition, the value of these equity grants serve to link pay and performance in two ways: they havepre- or ~~post-vesting~~post-grant performance criteria to determine the number of shares ~~earned. The~~earned and the value of the shares earned appreciate or depreciate based on the trading price of our shares.

Our equity-based compensation grants are made pursuant to the Carnival Corporation 2011 Stock Plan or the Carnival plc 2014 Employee Share Plan, which have been approved by Carnival Corporation & plc’s shareholders. Messrs. Donald, Bernstein, ~~Buckelew~~Kruse and ~~Kruse receive~~Perez received equity grants under the Carnival Corporation 2011 Stock Plan. Mr. Thamm received equity grants under the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan.

The specific equity grants made to our Named Executive Officers reflect the desire of the Compensation Committees ~~to have a substantial portion of compensation be in the form of equity-based compensation and~~ to link this compensation to performance. The number and form of equity grants made annually to our Named Executive Officers are determined both in the discretion of the Compensation Committees and pursuant to certain agreements with certain Named Executive Officers. Existing ownership levels are not a factor in ~~award~~grant determinations, as the Compensation Committees do not want to discourage executives from holding significant amounts of Carnival Corporation and Carnival plc shares.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

The value of equity grants made to our Named Executive Officers other than Mr. Donald ~~in 2016~~ was determined by the Compensation Committees after reviewing the recommendation of Mr. Donald and the Chairman of the Boards of Directors and the other elements of the Named Executive Officer’s current year compensation, ~~and~~ taking into account the position and role of the Named Executive Officer, the individual performance in the preceding fiscal year and historically, and the perceived future value to Carnival Corporation & plc. ~~The Compensation Committees also review~~When reviewing the competitive market assessment provided by FW Cook for total direct compensation, the Compensation Committees also evaluated the long-term and short-term incentive compensation ~~provided by the independent compensation consultant~~components to confirm that the value of a Named Executive Officer’s aggregate equity-based compensation and total direct compensation remains generally competitive. As discussed previously in “Overview of Total Direct Compensation for 2016 and Comparison to 2015,” individual equity grants values are not directly linked to operating income results or other company or individual performance from the prior year. Similar to the approach taken for the other Named Executive Officers, the value of equity grants made to Mr. Donald was determined by the Compensation Committees after consultation with ~~their independent compensation consultant, in accordance with his employment agreement entered into when he was recruited and~~FW Cook, taking into account his position and role, his individual performance, perceived future value and competitive market position.


48				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

B. Disclosure and the Timing of Equity-Based Compensation

The Compensation Committees met in ~~April 2016~~January 2018 to determine the target values of the MTE grants, in February 2018 to determine the PBS grants and in April 2018 to determine the ~~target values of the MTE~~SEA grants, all of which are part of the equity-based compensation for key executives in fiscal ~~2016.~~ 2018.

The ~~actual~~fiscal 2018 MTE grant ~~is then~~was made in January ~~2017~~2019 once the Management Incentive Plan performance isresult was assessed and verified. Because the MTE grants are based on ~~2016~~2018 performance, the Compensation Committees believe that the discussion of these equity-based grants made after fiscal year end is important to understanding ofthe overall Named Executive Officer compensation for the preceding year.

Accordingly, we describe below ~~both~~ the MTE grants made in early ~~2017~~2019 and the ~~TBS~~MTE grants made in early ~~2016 based on fiscal 2015 performance~~2018 (which were discussed previously in last year’s Proxy Statement but first appear in the “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal ~~2016”~~2018” table in this year’s Proxy Statement).

C. Fiscal 2018 Annual ~~PBS~~ Grants

2018 MTE Grants.~~2016~~ In January 2018, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. Each target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. There was no increase in the MTE target for the Named Executive Officers for fiscal 2018.

Following the end of fiscal 2018, the actual 2018 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. In January 2019, the actual MTE grant value earned was converted into a number of RSUs that cliff vest two years from the date of grant. The MTE grants do not receive dividends or have voting rights. Each MTE RSU is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares. The dividend equivalents will be distributed upon the settlement of the MTE RSUs only upon vesting. Please see the “Equity Grants Made During Fiscal 2019 as Compensation for Fiscal 2018” table for additional MTE grant details.

The MTE grants made to our Named Executive Officers in January 2019 were as follows:


Named Executive Officer	MTE Target Value⁽¹⁾			2018 Payout Percentage				MTE Grant Value			Closing Price On Grant Date⁽¹⁾			RSUs Received⁽²⁾ (#)
Arnold W. Donald		$1,500,000	x		156.3	%	=	$	2,344,500	÷		$52.20	=		44,913
David Bernstein		$ 400,000	x		156.3	%	=	$	625,200	÷		$52.20	=		11,977
Stein Kruse		$ 500,000	x		150.7	%	=	$	753,500	÷		$52.20	=		14,434
Arnaldo Perez		$ 250,000	x		156.3	%	=	$	390,750	÷		$52.20	=		7,845
Michael Thamm		€ 465,000	x		132.6	%	=	€	616,509	÷		€ 45.34	=		13,600

(1)

The closing price on the grant date is calculated by reference to the price of Carnival Corporation common stock or Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange, respectively, on the date of grant. The MTE grant made to Mr. Thamm is based on Carnival plc ordinary shares denominated in sterling. Because Mr. Thamm is compensated in euros, the Carnival plc ordinary share closing price on the grant date of £40.35 has been converted into euros based on an exchange rate of€1.12:£1.

(2)	RSUs received have been rounded down to the nearest whole share.

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Although considered to be compensation for performance in fiscal 2018, the MTE grants were made in early fiscal 2019 and, in accordance with SEC disclosure rules, are not shown in the “Grants of Plan-Based Awards in Fiscal 2018” table or included in the “Outstanding Equity Awards at 2018 FiscalYear-End” table, and the grant date fair value of those shares are not reflected in the “Summary Compensation Table.” These grants will be reflected in the executive compensation tables in next year’s Proxy Statement. The MTE grants made during January 2018 were previously discussed in detail in our 2018 Proxy Statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of these grants are included in this Proxy Statement’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2018” table.

2018 PBS ~~Grants~~Grants.. The PBS grants made to our Named Executive Officers and other key executives in ~~fiscal 2016~~February 2018 vest zero to 200% of target based upon the extent to which ~~operating income,~~Corporation Operating Income, as adjusted for certain fuel price change and currency exchange rate impacts, for each of the three fiscal years in the ~~2016-2018~~2018-2020 performance cycle and the average of each annual ROIC result for the ~~single~~ three-year performance cycle exceeds the specified performance goals. ~~This result can be modified up or down by up to 10% at the end of the three year performance cycle depending on Carnival Corporation & plc’s TSR rank relative to the 2016 Peer Group.~~ Under the terms of the ~~award,~~grant, the ~~operating income~~Corporation Operating Income result is weighted ~~70%~~60% and ROIC result is weighted ~~30%~~40%. The maximum payout is 200% of target. The ~~operating income~~Corporation Operating Income target and ROIC ~~targets~~target will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).

The Compensation Committees believe that growth in ~~operating income~~the Corporation Operating Income is a critical measure of Carnival Corporation & plc’s ability to maintain and grow earnings over time. The grants further align an increasing proportion of the total compensation of key members of our management team ~~(101~~(116 senior managers worldwide, including our Named Executive Officers) with the long-term growth of Carnival Corporation & plc. The Compensation Committees believe the inclusion of PBS grants into the compensation program for our Named Executive Officers demonstrates the Compensation Committees’ continued focus on pay for performance and strengthens our commitment to aligning management compensation with shareholder outcomes.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

The Compensation Committees approved the PBS grants to our Named Executive Officers after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between our Named Executive Officer’s pay outcomes and Carnival Corporation & plc’s long-term performance.

2018 SEA Grants.In April 2018, the Compensation Committees made SEA grants to the Named Executive Officers and certain other key executives. All Named Executive Officers received SEA grants in the form of RSUs of Carnival Corporation common stock.

The ~~PBS~~SEA grant is based upon Carnival Corporation’s absolute TSR performance as modified by our TSR rank relative to the Peer Group over the period of December 1, 2017 through November 30, 2020. The maximum possible payout is six times the target number of SEA RSUs, subject to a value cap of seven times the grant date value. While dividends are taken into account in assessing the TSR calculations, these RSUs do not accrue any dividends over the performance period. Absolute TSR growth is calculated using the90-day average stock price as of December 1, 2017 of $66.04. The earned shares will vest after the Compensation Committees certify the results and are contingent upon continued employment.


50				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

The SEA grant requires an absolute TSR condition that is linked to Carnival Corporation’s share price growth as follows:


Goal Levels	Absolute TSR Compound Annual Growth per Year (%)	Vesting	Payout (%)
Below Threshold	Less than 7	0.0%	0
Threshold	7	At 7%, each 0.3% increase in the compound annual growth rate increases the absolute TSR vesting by 5.6% of the initial number of SEA restricted stock units granted until the maximum growth is reached	50
Target	9.7		100
Maximum	20.4	At maximum, three times the initial number of SEA restricted stock units granted is earned subject to a cap that the number of shares be reduced to such shares as have a value equal to seven times the grant date value if, at the end of the performance period, they would then be worth more than seven times the grant date value	300

The absolute TSR payout percentage is then multiplied by a modifier tied to Carnival Corporation’s TSR ranking relative to the 2018 Peer Group which may increase or decrease the absolute TSR result, as follows:


Quintile	First	Second	Third	Fourth	Fifth
Relative TSR Ranking (%)	0-14	15-29	30-69	70-84	85-100
Relative TSR Modification (%)	33	75	100	125	200

The Compensation Committees believe that these SEA grants provide the Name Executive Officers with meaningful upside tied explicitly to shareholder outcomes and create alignment among the Named Executive Officers and senior management team.

The SEA grants made to our Named Executive Officers in April ~~2016 were as follows:~~2018 are included in the “Grants of Plan-Based Awards in Fiscal 2018” table.

D. Disclosure of Prior Years’ Equity Grant Results

Named Executive Officer    Target PBS Grants
(#)    Grant Date Fair Value
of PBS Grants⁽¹⁾
Arnold W. Donald
   47,407       $ 2,498,994
David Bernstein
   15,963       $ 841,467
Alan Buckelew
   20,801       $ 1,096,496
Stein Kruse
   20,801       $ 1,096,496
Michael Thamm
   14,223       € 679,856 ⁽²⁾

~~(1)~~

~~The grant date fair value of the PBS grants is calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”).~~

~~(2)~~

The PBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the PBS grants made to Mr. Thamm has been converted from sterling into euros based on the April 13, 2016 grant date exchange rate of€~~1.25:£1. The grant date fair value is equivalent to $775,036 when converted into U.S. dollars at the April 13, 2016 exchange rate of $1.14:~~€1.

~~2014~~2016 PBS ~~Grants~~Grants.. The ~~2014~~2016 PBS grants made to the Named Executive Officers in April ~~2014~~2016 reached the end of the performance period at the end of fiscal ~~2016~~2018 and ~~will vest~~vested on February 15, ~~2017.~~2019. Under the terms of the ~~2014~~2016 PBS grant, shares vested based upon the extent to which ~~Carnival~~ Corporation ~~& plc’s annual EBIT (75%~~Operating Income (70% weighting), as adjusted for ~~75%~~100% of year-over-year fuel price changes and currency exchange rate impact for each of fiscal ~~2014, 2015~~2016, 2017 and ~~2016~~2018 and ROIC growth ~~(25%~~(30% weighting) over the three-year performance period reached or exceeded the following:


Goal Level	Annual EBIT Growth Goal (%)		2014 EBIT Goals ($ in billions)		2015 EBIT Goals ($ in billions)		2016 EBIT Goals ($ in billions)		2016 ROIC Growth Goal (%)		Payout for EBIT & ROIC Goals (%)		Annual Corporation Operating Income Growth Goal (%)		2016 Corporation Operating Income Goals ($ in billions)		2017 Corporation Operating Income Goals ($ in billions)		2018 Corporation Operating Income Goals ($ in billions)		2018 ROIC Growth Goal (%)		Payout for Operating Income & ROIC Goals (%)
Threshold		4		1,595		1,886		2,452		5.0		50		4		2.980		3.237		3.328		30		50
Target		6		1,625		1,923		2,499		17.5		100		8		3.134		3.361		3.456		35		100
Maximum		10		1,687		1,995		2,594		40.0		200		16		3.447		3.610		3.712		50		200

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

The ~~EBIT~~Corporation Operating Income and ROIC results for the ~~2014~~2016 PBS grant were as follows:

EBIT and ROIC Results
2014 EBIT
($ in billions)

2015 EBIT
($ in billions)

2016 EBIT
($ in billions)
2016
ROIC Growth 2016
ROIC
Annual Adjusted EBIT
   $1,720    $1,958    $2,610
Annual Adjusted EBIT Growth %
   12.19 % 7.95 % 10.68 %
Annual EBIT Growth Payout %
   200.00 % 148.75 % 200.00 %
ROIC Growth
   97.69 % 200.00 %


Operating Income and ROIC Results	2016 Corporation Operating Income ($ in billions)			2017 Corporation Operating Income ($ in billions)			2018 Corporation Operating Income ($ in billions)			2018 ROIC			2018 ROIC Growth
Annual Adjusted Operating Income		$3.304			$3.526			$3.613
Annual Adjusted Operating Income Growth		105.44	%		113.28	%		112.91	%
Annual Operating Income Growth Payout		154.40	%		166.00			161.38	%
ROIC Growth											10.1	%		35.4	%

The fiscal ~~2014, 2015~~2016, 2017 and ~~2016~~2018 annual adjusted ~~EBIT~~Corporation Operating Income growth payout percentages were averaged, and the growth of fiscal ~~2016~~2018 ROIC over fiscal ~~2013~~2015 ROIC was calculated to determine the respective payout percentages that were then weighted. The weighted payout percentage was then subject to

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

modification for relative TSR (+~~25%~~10% if in the first quartile against the ~~2014~~2016 peer group, 0% if in the second or third quartile, and ~~-25%~~-10% if in the fourth quartile) to obtain a final payout percentages, as follows:

Payout % and TSR Modifier
Unweighted
Payout
(%)

Weighting
(%)

Weighted
Payout
(%)

Average Annual Adjusted EBIT Payout %
   182.92       75       137.19
ROIC Payout %
   200.00       25       50.00
Weighted EBIT and ROIC Payout %
         187.19
TSR Modifier (third quartile)
         100.00
Final Payout % after TSR Modifier
         187.19


Payout % and TSR Modifier	Unweighted Payout (%)		Weighting (%)		Weighted Payout (%)
Average Annual Adjusted Operating Income Payout		160.59		70		112.41
ROIC Payout		102.67		30		30.80
Weighted Operating Income and ROIC Payout						143.21
TSR Modifier (second quartile)						100.00
Final Payout after TSR Modifier						143.21

Based on these performance measures, the Named Executive Officers received the following:


Named Executive Officer	~~2014~~2016 PBS Earned Shares⁽¹⁾ (#)
Arnold W. Donald	~~71,719~~
~~David Bernstein~~	~~21,772~~	67,891
~~Alan Buckelew~~ David Bernstein	~~29,456~~	22,860
Stein Kruse	~~29,456~~	29,789
~~Michael Thamm~~ Arnaldo Perez	~~24,362~~	13,299
Michael Thamm		20,368

(1)	Additional shares will be provided to take into account dividend reinvestment during the period.

~~D. Special PBS Grant Made to Chief Executive Officer in October 2013~~

A special PBS grant was made to Mr. Donald on October 14, 2013, which reached the end of its three-year performance period on October 14, 2016. Under the terms of this special PBS grant, shares are earned based on the compound annual growth rate, including the value of dividends reinvested, (“CAGR”) of Carnival Corporation’s absolute TSR over the three-year performance period as follows:

Grant Level
CAGR Required
(%)

Vesting Percentage
(%)
   # of Special PBS
Below Threshold
   Less than 5       0       0
Threshold
   5       20       18,691
Target
   7       100       93,457
Maximum
   17       500       467,285

Vesting increases 20% for each 0.5% increase in the CAGR of Carnival Corporation’s TSR above 5%. The maximum number of shares that may be earned is five times the target number of the special PBS grant and the maximum value that may be earned is eight times the target grant value of $3 million.

CAGR performance of Carnival Corporation’s TSR was measured from the closing price of a share of Carnival Corporation common stock of $32.10 on October 14, 2013 against the 90-day average closing price of a share of Carnival Corporation common stock, including the value of reinvested dividends, of $50.19 at October 14, 2016. This resulted in CAGR of 16.07%, which corresponds to a vesting percentage of 462.80%. As a result, Mr. Donald earned 432,518 shares, 50% of which vested on October 18, 2016. The remaining 50% of the shares will vest on October 14, 2017, subject to continued employment.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~E. MTE Grants Made During Fiscal 2017~~

The MTE grants are tied to the Management Incentive Plan performance. In April 2016, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. This target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations.

Following the end of fiscal 2016, the actual 2016 Management Incentive Plan payout percentage is then applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. The actual MTE grant value earned is then converted into a number of RSUs that cliff vest after three years from the date of grant.

~~The MTE grants for our Named Executive Officers in January 2017 were as follows:~~

Named Executive Officer    MTE Target
Value⁽¹⁾
2016
Payout
Percentage

MTE
Grant
Value

Closing Price
On
Grant Date⁽¹⁾

RSUs
Received⁽²⁾
(#)

Arnold W. Donald
   $ 1,050,000       x       152.5 % =       $ 1,601,250       ÷       $ 53.09       =       30,161
David Bernstein
   $ 400,000       x       152.5 % =       $ 610,000       ÷       $ 53.09       =       11,489
Alan Buckelew
   $ 500,000       x       152.5 % =       $ 762,500       ÷       $ 53.09       =       14,362
Stein Kruse
   $ 500,000       x       150.4 % =       $ 752,000       ÷       $ 53.09       =       14,164
Michael Thamm
   € 325,000       x       105.5 % =       € 342,875       ÷       € 47.83       =       7,169

~~(1)~~

The closing price on the grant date is calculated by reference to the price of Carnival Corporation common stock or Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange, respectively, on the date of grant. The MTE grant made to Mr. Thamm is are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the Carnival plc ordinary share closing price on the grant date of £41.13 has been converted into euros based on an exchange rate of€~~1.1629:£1.~~

~~(2)~~

~~RSUs received have been rounded down to the nearest whole share.~~

Although considered to be compensation for performance in fiscal 2016, the MTE grants were made in early fiscal 2017 and, in accordance with SEC disclosure rules, are not shown in the “Grants of Plan-Based Awards in Fiscal 2016” table or included in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table, and the grant date fair value of those shares are not reflected in the “Summary Compensation Table.” These grants will be reflected in the executive compensation tables in next year’s Proxy Statement.

~~F. TBS Grants Made During Fiscal 2016~~

TBS grants made during January 2016 were previously discussed in detail in our 2016 Proxy Statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of the grants detailed below are included in this Proxy Statement’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2016” table.

All participants in the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, including our Named Executive Officers, received restricted shares or RSUs in January 2016 that cliff vest after three years, such vesting being in conformity with the UK Corporate Governance Code.

In January 2016, the Compensation Committees approved the TBS grants to our Named Executive Officers after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors as well as reviewing the scope of the Named Executive Officers’ responsibilities,

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~fiscal 2015 performance and long-term retention considerations. The TBS grants approved for our Named Executive Officers in January 2016 were as follows:~~

Named Executive Officer    TBS Grants
Restricted Shares/RSUs
(#)    Grant Date Fair Value
of TBS Grants⁽¹⁾
Arnold W. Donald
   38,932       $ 2,099,992
David Bernstein
   14,831       $ 799,984
Alan Buckelew
   18,539       $ 999,994
Stein Kruse
   18,539       $ 999,994
Michael Thamm
   12,705       € 648,363

~~(1)~~

The grant date fair value of the TBS grants is calculated by reference to the price of Carnival Corporation common stock or Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange on the date of grant. The TBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the TBS grants made to Mr. Thamm has been converted from sterling into euros based on the January 11, 2016 exchange rate of€~~1.33:£1.~~

In accordance with SEC disclosure rules, the TBS grants during fiscal 2016 (based on fiscal 2015 performance) are shown in the “Grants of Plan-Based Awards in Fiscal 2016” table and are included in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table, and the grant date fair value of those shares is reflected in the “Summary Compensation Table.”

Perquisites and Other Compensation

Our Named Executive Officers are provided various perquisites believed by the Compensation Committees to be representative of common practices for executives in their respective countries. Some of ~~Mr.~~Messrs. Donald’s and ~~Mr.~~ Thamm’s perquisites and other benefits are provided pursuant to terms of their employment agreements. The Compensation Committees, with the assistance of FW Cook, review perquisites provided to our Named Executive Officers on a periodic basis and take into account each Named Executive Officer’s particular circumstances and overall level of compensation, and believe that perquisites provided by Carnival Corporation & plc continue to be an appropriate element of the overall compensation package used to attract and retain such officers.


52				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

The Compensation Committees have approved a policy to establish procedures and controls as to the authorized use of aircraft owned or chartered by Carnival Corporation & plc (the ~~“Aircrafts”~~“Aircraft”). According to the policy, the ~~Aircrafts~~Aircraft can only be used for business purposes. Guests may accompany these ~~Executives~~executives when traveling. The Compensation Committees have also agreed to allow Mr. Donald to use the ~~Aircrafts a maximum of 30 hours of~~Aircraft for personal use so long as the incremental cost to Carnival Corporation & plc does not exceed $200,000 per year. Once that threshold is reached, Mr. Donald will reimburse us for those costs. The Compensation Committees determined that the ~~Aircrafts~~Aircraft usage policy and levels of usage and costs were consistent with those offered by large multinational companies like Carnival Corporation & plc.

The perquisites received by each Named Executive Officer in fiscal ~~2016,~~2018, as well as their incremental cost to Carnival Corporation & plc, are reported in the “Summary Compensation Table” and its accompanying footnotes.

Post-Employment Compensation Obligations

Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our Named Executive Officers upon a change of control of Carnival Corporation & plc, with the exception of the employment agreement with Mr. Donald. Carnival Corporation & plc does not

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

have employment agreements with any of our Named Executive Officers that provide cash severance benefits in connection with the termination of the executive’s employment, with the exception of employment agreements with ~~Mr.~~Messrs. Donald and ~~Mr.~~ Thamm.

Mr. Donald’s employment agreement is subject to renewal annually on October 14^th of each year. If Mr. Donald wishes to leave prior to the end of the current term, he would generally need to ~~give~~provide at least 60 days’ written notice. The payments to Mr. Donald in the event of termination are set forth in ~~section of~~ the ~~Proxy Statement entitled~~ “Post-Employment Cash Compensation Obligations to Mr. ~~Donald.”~~Donald” section.

Mr. Thamm’s employment agreement provides that he is generally entitled to an amount equal to ~~one year’s base salary and bonus~~50% of his total remuneration most recently received by him as compensation for his agreement not to engage in competition with us. The Compensation Committees believe that the severance benefits provided to Mr. Thamm under his employment agreement are reasonable and in accordance with market practice in ~~Italy.~~European Union.

Upon termination of employment for certain circumstances or upon a change of control, our Named Executive Officers may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, however, the default provision upon a change in control would provide only for a “double trigger” acceleration of equity grants (such that no acceleration would occur unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the plans pursuant to which the equity grants were made, the grant agreement and under individual agreements with certain Named Executive Officers. However, none of our Named Executive Officers are entitled to receive any taxgross-up payments in respect of their severance benefits or accelerated equity grants. The benefits that our Named Executive Officers may be eligible to receive in connection with the termination of their employment or upon a change of control are described in detail in ~~this Proxy Statement under~~ the ~~heading~~ “Potential Payments Upon Termination or Change of ~~Control.”~~Control” section.

The Compensation Committees believe that these arrangements are reasonable and encourage an executive to comply with post-terminationnon-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated.

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Pensions and Deferred Compensation Plans

As part of the overall compensation program, Carnival Corporation & plc operates various group pension programs for certain of ~~its~~their executives. Under the Carnival Corporation pension programs, base salaries and annual bonuses were used to determine pension benefits.

Until ~~January 1, 2009,~~December 31, 1997, Mr. ~~Buckelew received retirement benefits~~Perez participated in the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees (the “Retirement Plan”), which is a nonqualified defined benefit plan. His benefit accruals under the ~~Princess Cruises Supplemental Senior Executive~~ Retirement Plan ~~(the “Princess SERP”). As a result of the application of Section 457A, Mr. Buckelew’s benefit under the Princess SERP was frozen as of December 31, 2008~~then ceased and he ~~has not accrued any additional~~began earning benefits under ~~the Princess SERP since that date.~~

~~In addition, until January 1, 2009, Mr. Bernstein participated in~~ the Carnival Corporation Fun Ship Nonqualified Savings Plan (the “Savings Plan”), which is a nonqualified defined contribution plan whereby certain executives ~~may~~were able to defer salary and/or bonus amounts into the Savings Plan. Until January 1, 2009, Messrs. Bernstein and Perez participated in the Savings Plan.

Additional information regarding the Retirement Plan is included in the “Pension Benefits” table and the narrative which follows. Additional information regarding the Savings Plan is described in the narrative immediately following the “Nonqualified Deferred Compensation in Fiscal 2016” table. Information regarding nonqualified deferred compensation for each of our Named Executive Officers is shown in the “Nonqualified Deferred Compensation in Fiscal ~~2016” table.~~2018” table and the narrative which follows.

~~Messrs. Donald, Kruse and Thamm do not participate in any pension or defined contribution plans sponsored by Carnival Corporation or Carnival plc.~~

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I~~

~~As a result of~~In accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation ~~no longer provides future accruals~~paid out all benefits accrued under the ~~Princess SERP,~~Retirement Plan and the Savings Plan ~~or the Salary Deferral Plan to its employees, including our Named Executive Officers.~~in December 2017.

In lieu of participation in the Savings Plan, the Compensation Committees approved payment of an additional annual bonus directly to these employees in an amount equal to what would have been deposited on behalf of those employees into those plans, less, as described below, any amount Carnival Corporation contributes to the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan (the “401(k) Plan”). These payments are taxable as ordinary income.

Beginning with the 2010 calendar year, the 401(k) Plan was amended and currently allows Messrs. Donald, Bernstein and ~~Buckelew~~Perez (as well as all other highly compensated employees) to defer a limited amount of compensation into the 401(k) Plan subject to nondiscrimination testing. Similarly, Carnival Corporation shall make a matching contribution to the 401(k) Plan under the plan’s formula, subject to nondiscrimination testing.

Stock Ownership Requirements

Our Boards of Directors and Compensation Committees believe it is important for ~~Executive Officers~~executive officers and Directors to build and maintain a long-term ownership position in Carnival Corporation or Carnival plc shares in order to align their financial interests with those of our shareholders and to encourage the creation of long-term value. Our compensation structure provides for a significant percentage of compensation to be equity-based, which places a substantial portion of compensation at risk over a long-term period. Accordingly, our Section 16 Officers, including our Named Executive Officers, are subject to a stock ownership policy. The policy specifies target ownership levels of Carnival Corporation or Carnival plc shares for each executive expressed in terms of the value of the equity holdings ~~(including unvested restricted shares~~(excluding PBS and ~~RSUs)~~SEA grants which have not vested) as a multiple of each Section 16 Officer’s ~~base salary. During fiscal 2016, the Board increased the target ownership level applicable to the Chairman and/or the Chief Executive Officer from five times base salary to six times~~ base salary. The target ownership levels are as follows:


Officers	Ownership Target Multiple of Base Salary

~~Chairman~~ Chair and/or Chief Executive Officer		6X salary

Vice ~~Chairman~~Chair and/or Chief Operating Officer		4X salary

Other Section 16 Officers		3X salary


54				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Report of the Compensation Committees

Individuals who are newly designated as Section 16 Officers are expected to be in compliance with the stock ownership policy within five years of the date of becoming a Section 16 Officer. All of our Named Executive Officers ~~have already complied~~are in compliance with the stock ownership policy. Our Section 16 Officers are restricted from trading call and put options and entering into any hedging transactions with respect to our shares. Carnival Corporation & plc does not make any commitment to any persons covered by the stock ownership policy that they will receive any particular level of equity-based ~~awards.~~grants.

The stock ownership policy provides that Section 16 Officers be required to retain at least 50% of the ~~share awards~~shares received upon ~~exercise or~~ release after deducting ~~the exercise price (of stock options) and~~ withholding taxes, until their target ownership is achieved.

Impact of Regulatory Requirements on Compensation

In making determinations regarding executive compensation, the Compensation Committees consider relevant issues relating to accounting treatment, tax treatment (both company and individual) and regulatory requirements. The global nature of Carnival Corporation & plc’s operations necessarily

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Report of the Compensation Committees~~

means that monitoring these technical issues and considering their potential impact on the appropriate design and operation of executive remuneration programs is an increasingly complex exercise. Technical issues are evaluated in light of Carnival Corporation & plc’s philosophy and objectives for executive compensation and ~~its~~their corporate governance principles, as described earlier in this Compensation Discussion and Analysis.

REPORT OF THE COMPENSATION COMMITTEES

The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed it with the management of Carnival Corporation & plc. Based on ~~its~~their review and discussions with management, the Compensation Committees recommended to our Boards of Directors that the Compensation Discussion and Analysis be incorporated by reference into the Carnival Corporation & plc 2018 joint Annual Report on Form10-K ~~for 2016~~ and included in the Carnival Corporation & plc ~~2017 proxy statement.~~2019 Proxy Statement. This ~~report~~Report is provided by the following independent Directors, who comprise the Compensation Committees:


The Compensation Committee of Carnival Corporation		The Compensation Committee of Carnival plc
Randall J. Weisenburger, ~~Chairman~~Chair		Randall J. Weisenburger, ~~Chairman~~Chair
Richard J. Glasier		Richard J. Glasier
Laura Weil		Laura Weil

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committees are comprised entirely of three independent Directors listed above. No member of the Compensation Committees is a current, or during ~~2016~~fiscal 2018 was a former, officer or employee of Carnival Corporation, Carnival plc or any of their subsidiaries. During ~~2016,~~fiscal 2018, no member of the Compensation Committees had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In ~~2016,~~fiscal 2018, none of our ~~Executive Officers~~executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Carnival Corporation or Carnival plc.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

COMPENSATION

Compensation Tables

COMPENSATION TABLES

Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single senior management team. The following tables, narrative and footnotes discuss the compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for the year ended November 30, ~~2016,~~2018, who are referred to as the Named Executive Officers. Mr. Thamm’s cash compensation was payable in euro. These euro amounts have been converted into U.S. dollars at the average U.S. dollar to euro exchange rate for fiscal ~~2016~~2018 of ~~$1.11:~~$1.19:€1.

Summary Compensation Table


Name and Principal Position	Fiscal Year		Salary ($)		Stock Awards⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation⁽²⁾ ($)		Total ($)		Fiscal Year		Salary ($)		Stock Awards⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation⁽²⁾ ($)		Total ($)
Arnold W. Donald		2016		1,000,000		4,598,986		4,041,250		241,584		9,881,820		2018		1,500,000		7,028,094		4,689,000			289,790		13,505,884
President & CEO		2015		1,000,000		3,527,949		4,618,950		227,009		9,373,908		2017		1,500,000		6,821,713		4,377,000			347,362		13,046,075
		2014		1,000,000		3,527,992		3,911,400		291,120		8,730,512		2016		1,000,000		4,598,986		4,041,250			241,584		9,881,820

David Bernstein		2016		700,000		1,641,451		1,448,750		256,949		4,047,150		2018		750,000		1,959,205		1,563,000			283,589		4,555,794
CFO & CAO		2015		700,000		1,233,472		1,655,850		226,061		3,815,383		2017		750,000		2,094,331		1,459,000			221,746		4,525,077
		2014		675,000		3,121,189		1,330,000		122,551		5,248,739		2016		700,000		1,641,451		1,448,750			256,949		4,047,150
Alan Buckelew⁽³⁾		2016		825,000		2,096,489		1,677,500		193,453		4,792,442
Chief Operations Officer		2015		825,000		1,586,417		1,917,300		415,890		4,744,607
		2014		825,000		3,424,196		1,525,000		296,680		6,070,876
Stein Kruse		2016		825,000		2,096,489		1,654,400		83,270		4,659,159		2018		925,000		2,704,688		1,808,400			78,305		5,516,393
CEO of the Holland		2015		825,000		1,586,417		1,510,000		80,308		4,001,725
America Group
Group CEO of Holland														2017		925,000		2,713,268		2,097,600			95,117		5,830,985
America Group & Carnival UK														2016		825,000		2,096,489		1,654,400			83,270		4,659,159

Arnaldo Perez														2018		450,000		996,096		703,350			256,462		2,405,908
General Counsel & Secretary														2017		450,000		1,024,532		656,550			238,623		2,369,705

Michael Thamm		2016		777,000		1,479,178		1,053,945		214,217		3,524,340		2018		1,023,698		2,415,232		1,760,981	⁽³⁾		83,666		5,283,577
CEO of the Costa		2015		784,000		1,145,869		1,204,000		259,932		3,393,801
Group⁽⁴⁾		2014		938,000		3,429,976		1,675,000		441,707		6,484,683
CEO of Costa														2017		963,480		2,306,767		912,442			117,534		4,300,223
Group & Carnival Asia														2016		777,000		1,479,178		1,053,945			214,217		3,524,340

(1)

No stock option grants were made in fiscal ~~2014~~2016 through ~~2016.~~2018. The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares and Carnival plc RSUs made to our Named Executive Officers in fiscal ~~2016,~~2018, calculated in accordance with ASC 718. The valuation of share-based grants is discussed in Notes 2 and 1312 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form10-K for the year ended November 30, ~~2016.~~2018. The amounts reflect the grant date fair value (100% of target) of the annual SEA grants made in January 2018 and PBS grants made in April ~~2016,~~2018, calculated in accordance with ASC 718. The grant date fair value of the annual SEA grants and PBS grants assuming combined maximum performance (being 600% and 200% of ~~target)~~target, respectively) is ~~$4,997,987~~$17,037,990 for Mr. Donald, ~~$1,682,934~~$4,853,732 for Mr. Bernstein, ~~$2,192,991 for Mr. Buckelew, $2,192,991~~$6,184,421 for Mr. Kruse, $1,788,350 for Mr. Perez and ~~$1,544,632~~$6,525,700 for Mr. Thamm. For the proceeds actually received by the Named Executive Officers upon the vesting of restricted shares or RSUs, see the ~~“Option Exercises and Stock~~“Stock Vested for Fiscal ~~2016”~~2018” table. For the grant date fair value of equity grants made to our Named Executive Officers as compensation for fiscal ~~2016,~~2018, which grants were made in January ~~2017,~~2019, see the “Equity Grants Made During Fiscal ~~2017~~2019 as Compensation for Fiscal ~~2016”~~2018” table.

(2)	See the “All Other ~~Compensation Table”~~Compensation” table for additional information.

(3)	A portion of Mr. ~~Buckelew served as Chief Operations Officer throughout fiscal 2016. Effective December 1, 2016, he serves as Chief Information Officer.~~Thamm’snon-equity incentive compensation was paid in Carnival plc shares.

~~(4)~~	~~Effective December 9, 2016, Mr. Thamm also became CEO of~~
56				Carnival ~~Asia.~~ Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Tables

The amounts set forth in the column entitled Stock Awards in the “Summary Compensation Table” do not represent the equity-based compensation granted as compensation for fiscal ~~2016.~~2018. As required by SEC rules and as described in Note 1 to the “Summary Compensation Table,” the amounts reported in this column only reflect the PBS, SEA and ~~TBS~~MTE grants made during fiscal ~~2016. The TBS grants made in January 2016 (based on fiscal 2015 performance) are not reflective of 2016 compensation.~~2018. The amounts reported in this column do not include value associated with MTE grants made in January ~~2017~~2019 that are described in the Compensation Discussion and Analysis. The MTE grants made to our Named Executive Officers in January ~~2017~~2019 as compensation for fiscal ~~2016~~2018 are as follows:

Equity Grants Made During Fiscal 2019 as Compensation for Fiscal 2018


~~Carnival Corporation & plc 2017 Proxy Statement~~ Name	Grant Date Fair Value of Stock Awards⁽¹⁾ ($)

Arnold W. Donald	59	2,344,459


David Bernstein		625,199


Stein Kruse		753,455


Arnaldo Perez		390,717


Michael Thamm		707,900

~~COMPENSATION~~

~~Compensation Tables~~

~~Equity Grants Made During Fiscal 2017 as Compensation for Fiscal 2016~~

Name    Grant Date Fair Value
of Stock Awards⁽¹⁾
($)    Option Awards
($)
Arnold W. Donald
   1,601,247       0
David Bernstein
   609,951       0
Alan Buckelew
   762,479       0
Stein Kruse
   751,967       0
Michael Thamm
   353,833       0

(1)

The amounts are the full value of the MTE grants on January ~~17, 2017,~~14, 2019, the date the grants were ~~made.~~made effective. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the January ~~17, 2017~~14, 2019 exchange rate of ~~$1.20:~~$1.29:£1. The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in ~~its~~their financial statements over the grant’s vesting period or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon any future performance. The full grant date fair value may not correspond to the actual value that will be realized.

All Other Compensation ~~Table~~

Each component of the All Other Compensation column in the “Summary Compensation Table” for fiscal ~~2016~~2018 is as follows:


Item	Arnold W. Donald ($)		David Bernstein ($)		Alan Buckelew ($)		Stein Kruse ($)		Michael Thamm ($)		Arnold W. Donald ($)		David Bernstein ($)		Stein Kruse ($)		Arnaldo Perez ($)		Michael Thamm ($)

Compensation in lieu of Savings Plan profit sharing contribution		56,190		164,977		123,750		—		—		59,058		199,070		—		166,242		—

Employer contributions to defined contribution plan		7,950		7,950		7,950		20,271		—		8,250		8,250		21,240		8,250		—

Private medical/health insurance costs and premiums⁽¹⁾		41,078		57,662		39,784		20,910		—		50,197		46,757		23,682		59,842		11,855

Accidental death and dismemberment insurance premiums												104		104				104		17,372

Automobile lease or allowance		24,000		11,400		11,400		12,000		38,194		24,000		11,400		13,000		11,400		18,857

Personal use of Aircrafts⁽²⁾		98,419		—		—		—		—		126,929		—		—		—		—

Other personal air travel		—		5,994		—		18,587		—		—		6,028		12,815		1,677		—

Tax planning and return preparation fees		10,070		4,000		8,000		—		—		18,002		6,500		—		5,195		—

Living accommodations and maintenance		—		—		—		—		133,010		—		—		—		—

Driver and security		496		—		—		—		43,013		—		—		—		—		31,199

Other⁽³⁾		3,381		4,966		2,569		11,502		—		3,250		5,480		7,568		3,752		4,383

Total		241,584		256,949		193,453		83,270		214,217


TOTAL												289,790		283,589		78,305		256,462		83,666

(1)

Certain of our Named Executive Officers are eligible to participate in an executive health insurance program, which includes a fully insured plan and a secondary insured plan. Amounts reported represent the cost of the premiums paid on a Named Executive Officer’s behalf under these plans plus the additional costs of medical services rendered during the fiscal year. Named Executive Officers participating in this plan generally have until March 31, ~~2017~~2019 to submit their ~~2016~~2018 claims for reimbursement, and as a result, these amounts may increase. The maximum amount that may be reimbursed in any year under the secondary plan is $20,000.

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Tables

(2)

Represents the aggregate incremental cost to Carnival Corporation & plc for travel on the ~~Aircrafts~~Aircraft not related to company business. The aggregate incremental cost for the use of the ~~Aircrafts~~Aircraft for personal travel is calculated by multiplying the hourly variable cost rate for the ~~Aircrafts~~Aircraft used by the hours used. The hourly variable cost rate primarily includes fuel, airport handling and other fees, ~~aircraft~~Aircraft repairs and maintenance, crew expenses and catering. The hourly variable cost rate is recomputed annually to reflect changes in costs. Fixed costs which do not change based on usage, such as pilots’ salaries, Aircraft depreciation and overhead costs, are excluded.

(3)

Includes the total amount of other benefits provided, none of which individually exceeded $10,000 for the designated Named Executive Officer. These other benefits include: ~~accidental death or dismemberment insurance premiums, disability insurance premiums,~~automobile repair and expenses, life insurance premiums ~~the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares,~~ andgross-ups for a portion of income taxes for spousal travel.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Tables~~

Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal ~~2016~~2018 forNon-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

Grants of Plan-Based Awards in Fiscal ~~2016~~2018

Equity grants andnon-equity awards made to the Named Executive Officers during fiscal ~~2016~~2018 are as follows:


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾ ($)						Estimated Possible Payouts Under Equity Incentive Plan Awards⁽²⁾ (#)						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾		Grant Date Fair Value of Stock Awards⁽⁴⁾			Grant				Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards⁽¹⁾ ($)						Estimated Possible Payouts Under Equity Incentive Plan Awards⁽²⁾ (#)						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾		Grant Date Fair Value of Stock Awards⁽⁴⁾
Name	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		(#)		($)			Type		Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		(#)		($)
Arnold W. Donald				1,325,000		2,650,000		5,300,000																	1,500,000		3,000,000		6,000,000
		1/11/2016														38,932		2,099,992			MTE		1/16/2018														31,939		2,188,460
		4/13/2016								23,704		47,407		94,814				2,498,944			PBS		2/12/2018								21,812		43,623		87,246				2,999,954
																					SEA		4/10/2018								17,500		35,000		210,000				1,839,681
David Bernstein				475,000		950,000		1,900,000																	500,000		1,000,000		2,000,000
		1/11/2016														14,831		799,984			MTE		1/16/2018														8,517		583,585
		4/13/2016								7,982		15,963		31,926				841,467
Alan Buckelew				550,000		1,100,000		2,200,000
		1/11/2016														18,539		999,994			PBS		2/12/2018								6,180		12,360		24,720				849,997
		4/13/2016								10,401		20,801		41,602				1,096,496			SEA		4/10/2018								5,000		10,000		60,000				525,623
Stein Kruse				550,000		1,100,000		2,200,000																	600,000		1,200,000		2,400,000
		1/11/2016														18,539		999,994			MTE		1/16/2018														12,755		873,973
		4/13/2016								10,401		20,801		41,602				1,096,496			PBS		2/12/2018								8,725		17,449		34,898				1,199,968
																					SEA		4/10/2018								6,000		12,000		72,000				630,748
Arnaldo Perez																									225,000		450,000		900,000
																					MTE		1/16/2018														5,323		364,732
																					PBS		2/12/2018								3,635		7,270		14,540				499,958
																					SEA		4/10/2018								1,250		2,500		15,000				131,406
Michael Thamm				499,500		999,000		1,998,000																	664,020		1,328,040		2,656,080
		1/11/2016														12,705		706,862	⁽⁵⁾		MTE		1/16/2018														6,042		413,877	⁽⁵⁾
		4/13/2016								7,112		14,223		28,446				772,316	⁽⁶⁾		PBS		2/12/2018								10,237		20,474		40,948				1,370,607	⁽⁶⁾
																					SEA		4/10/2018								6,000		12,000		72,000				630,748	⁽⁷⁾

(1)

Represents the potential value of the payout of the annual bonuses under the Management Incentive Plan for fiscal ~~2016~~2018 performance. TheNon-Equity Incentive Plan awards were made under the Management Incentive Plan. The actual amount of a Named Executive Officer’s annual bonus paid in fiscal ~~2017~~2019 for fiscal ~~2016~~2018 performance is shown in the “Summary Compensation Table” in the ~~“Non-Equity~~“Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential payout under each plan, see the description in the “2018 Annual Bonuses” section of the Compensation Discussion and ~~Analysis under the section “2016 Annual Bonuses.”~~Analysis.

(2)

Represents the potential number of shares under the annual PBS and SEA grants. For a more detailed description of the potential payout under annual PBS and SEA grants, see the description in the “Fiscal 2018 Annual Grants” section of the Compensation Discussion and ~~Analysis under the section “Annual PBS Grants.”~~Analysis.

(3)

Represents the number of ~~restricted~~ shares ~~of Carnival Corporation common stock underlying~~under the ~~TBS~~annual MTE grants made in fiscal ~~2016~~2018 under the Carnival Corporation 2011 Stock Plan, with the exception of Mr. Thamm. Mr. Thamm ~~who~~ received ~~Carnival plc RSUs~~an MTE grant under the Carnival plc 2014 Employee Share Plan.


58				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Tables

(4)

Represents the full grant date fair values of the ~~stock~~equity grants made in fiscal ~~2016,~~2018, which were determined based on the assumptions set forth in Notes 2 and 1312 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form10-K for the year ended November 30, ~~2016~~2018 (disregarding estimated forfeitures). The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in ~~its~~their financial statements over the grant’s vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon future performance. The full grant date fair value may not correspond to the actual value that will be realized.

(5)	The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the January ~~11, 2016~~16, 2018 exchange rate of ~~$1.45:~~$1.37:£1.

(6)	The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the ~~April 13, 2016~~February 12, 2018 exchange rate of ~~$1.42:~~$1.38:£1.

(7)

The SEA grant was made in the form of Carnival Corporation ~~& plc 2017 Proxy Statement~~ RSUs for all Named Executive Officers, including Mr. Thamm. The SEA grant is denominated in U.S. dollars.

~~COMPENSATION~~

~~Compensation Tables~~

Narrative Disclosure to the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal ~~2016”~~2018” Table

Employment Agreements

Two of our Named Executive Officers have employment agreements as follows:

Mr. Donald entered into an employment agreement in October 2013, which was amended in October 2016, setting forth the contractual and economic terms of his post as the President and Chief Executive Officer of Carnival Corporation & plc. The employment agreement is subject to automatic renewal annually. Mr. Donald’s compensation is determined at the discretion of the Boards of Directors.

Mr. Thamm entered into ana new agreement in ~~June 2012, which was last amended in November 2014,~~April 2017 setting forth the contractual and economic terms of his post as the Chief Executive Officer of ~~the~~ Costa ~~Group.~~Group and Carnival Asia. Mr. Thamm’s compensation is determined at the discretion of the Compensation Committees.

For more detailed information regarding the employment agreements, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc ~~2016~~2018 joint Annual Report on Form10-K.

Annual Bonus Plans

Annual bonuses for our Named Executive Officers are determined based on the Management Incentive Plan. For more detailed information regarding this plan, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc ~~2016~~2018 joint Annual Report on Form10-K.

Equity-Based Compensation

~~In January 2016, the~~The Compensation Committees made ~~TBS~~MTE, PBS and SEA grants in January, February and April 2018, respectively, all in the form of ~~restricted shares or~~ RSUs to our Named Executive Officers that cliff vest after three years, in conformity with the UK Corporate Governance Code. The closing price of Carnival Corporation common stock and Carnival plc ordinary shares on January 11, 2016, the grant date, was $53.94 and £38.37, respectively.Officers.

The ~~restricted shares have the same rights with respect to dividends~~MTE. PBS and ~~other distributions as all other outstanding shares of Carnival Corporation common stock. RSUs~~SEA grants do not receive dividends or have voting rights. Each ~~RSU~~MTE and PBS grant is made in the form of RSUs and is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares. The ~~cash and stock~~ dividend equivalents ~~will be distributed upon~~are settled only when these RSUs are released from restriction. The SEA grants do not accrue any dividends over the ~~settlement of the RSUs upon vesting.~~performance period.

~~In accordance with~~Please refer to the Compensation ~~Committees’ focus~~Discussion and Analysis for additional detail on long-term shareholder return, the Compensation Committees also approved the 2016 annual PBS grants on April 13, 2016 for our Named Executive Officers and other key executives within Carnival Corporation & plc. The PBS grants vest zero to 200% of target. The initial vesting calculation is determined based on the extent to which Carnival Corporation & plc’s annual operating income, as adjusted for fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2016-2018 performance cycle exceeds and ROIC growth exceeds the specified performance goals over the three-year performance period. The vesting percentage is then modified up or down by up to 10% at the end of the three year-performance cycle for Carnival Corporation’s TSR rank relative to the Peer Group. The maximum payout is 200% of target.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Tables~~

these grants. For further information regarding forfeiture and treatment upon termination or change of control, refer to the ~~section entitled~~ “Potential Payments Upon Termination or Change of Control” ~~below.~~section.

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Tables

Outstanding Equity Awards at Fiscal ~~2016~~ 2018Year-End

Our Named Executive Officers do not hold options for either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation restricted shares and RSUs granted by Carnival Corporation & plc to and held by our Named Executive Officers as of November 30, ~~2016,~~2018, except for Mr. Thamm whose RSUs are related to Carnival plc ordinary shares, is as follows:


	Stock Awards											Stock Awards
Name	No. of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾ ($)			Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)			No. of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾ ($)		Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Arnold W. Donald		50,578	⁽²⁾		2,600,215			38,314		3,687,124	⁽³⁾		38,932	⁽²⁾		2,347,210		47,407		4,093,182	⁽³⁾
													30,161	⁽⁴⁾		1,818,407		51,020		3,075,996	⁽⁵⁾
		45,366	⁽⁴⁾		2,332,266			29,479		3,031,031	⁽⁵⁾		31,939	⁽⁶⁾		1,925,602		35,000		2,110,150	⁽⁷⁾
		38,932	⁽⁶⁾		2,001,494			47,047		2,418,686	⁽⁷⁾							43,623		2,630,031	⁽⁸⁾
		216,259	⁽⁸⁾		11,117,875	⁽⁸⁾												35,000		2,110,150	⁽⁹⁾

TOTAL		351,135						114,840					101,032					212,050
David Bernstein		14,932	⁽²⁾		767,654			28,481		6,237,527	⁽⁹⁾		7,416	⁽²⁾		447,111		15,963		1,378,266	⁽³⁾
		17,282	⁽⁴⁾		888,468			11,631		1,119,302	⁽³⁾		5,745	⁽⁴⁾		346,366		14,455		871,492	⁽⁵⁾
		14,831	⁽⁶⁾		762,462			8,949		920,136	⁽⁵⁾		4,259	⁽⁶⁾		256,775		10,000		602,900	⁽⁷⁾
								15,963		820,658	⁽⁷⁾							12,360		745,184	⁽⁸⁾
																		10,000		602,900	⁽⁹⁾

TOTAL		47,045						65,024					17,420					62,778
Alan Buckelew		9,273	⁽²⁾		476,725			28,481		6,237,527	⁽⁹⁾
Stein Kruse													18,539	⁽²⁾		1,117,716		20,801		1,795,986	⁽³⁾
													7,082	⁽⁴⁾		426,974		20,408		1,230,398	⁽⁵⁾
		10,801	⁽⁴⁾		555,279			15,736		1,514,344	⁽³⁾		6,378	⁽⁶⁾		384,530		12,000		723,480	⁽⁷⁾
		9,270	⁽⁶⁾		476,571			12,107		1,244,842	⁽⁵⁾							17,449		1,052,000	⁽⁸⁾
								20,801		1,069,379	⁽⁷⁾							12,000		723,480	⁽⁹⁾

TOTAL		29,344						77,125					31,999					82,658
Stein Kruse		24,084	⁽²⁾		1,238,158			28,481		6,237,527	⁽⁹⁾
Arnaldo Perez													8,898	⁽²⁾		536,460		9,287		801,852	⁽³⁾
													6,893	⁽⁴⁾		415,579		8,503		512,646	⁽⁵⁾
		21,602	⁽⁴⁾		1,110,559			15,736		1,514,344	⁽³⁾		5,323	⁽⁶⁾		320,924		2,500		150,725	⁽⁷⁾
		18,539	⁽⁶⁾		953,090			12,107		1,244,842	⁽⁵⁾							7,270		438,308	⁽⁸⁾
								20,801		1,069,379	⁽⁷⁾							2,500		150,725	⁽⁹⁾

TOTAL		64,225						77,125					21,114					30,060
Michael Thamm		20,870	⁽²⁾		1,046,631			27,591		5,894,514	⁽⁹⁾		12,705	⁽²⁾		740,447		14,223		1,519,477	⁽³⁾
		16,552	⁽⁴⁾		830,083			13,015		1,221,793	⁽³⁾		7,169	⁽⁴⁾		417,809		20,734		1,208,378	⁽⁵⁾
		12,705	⁽⁶⁾		637,156			7,645		766,794	⁽⁵⁾		6,042	⁽⁶⁾		352,128		12,000		723,480	⁽⁷⁾
								14,223		713,283	⁽⁷⁾							20,474		1,193,225	⁽⁸⁾
																		12,000		723,480	⁽⁹⁾

TOTAL		50,127						62,474					25,916					79,431

(1)

Market value of the stock awards is based on the closing price of Carnival Corporation common stock on November 30, ~~2016~~2018 of ~~$51.41,~~$60.29, except for the Carnival plc RSUs granted to Mr. Thamm under the Carnival plc 2014 Employee Share Plan, ~~and the Carnival plc 2005 Employee Share Plan,~~ which are based on closing price of Carnival plc ordinary shares on November 30, ~~2016~~2018 of ~~£40.44,~~£45.53, which has been converted into ~~$50.15~~$58.28 based on the November 30, ~~2016~~2018 exchange rate of ~~$1.24:~~$1.28:£1.

(2)	Restrictions ~~lapse~~lapsed on January ~~17, 2017.~~11, 2019.

(3)

Market value ~~is based on~~reflects the final performance payout ~~performance~~ of ~~187.19%~~143.21% of target on the April ~~2014 PBS.~~2016 PBS grant for which the performance period ended on November 30, 2018. These grants ~~vest~~vested based upon the extent to which annual ~~EBIT,~~Operating Income, as adjusted for fuel price changes and currency exchange rate impacts for each of the three fiscal years in the ~~2014-2016~~2016-2018 performance cycle and ROIC for the three-year performance ~~cycle, exceeded specified performance goals.~~cycle. The TSR modifier had no impact. Additional shares were provided to take into account dividend reinvestment during the performance period.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Tables~~

(4)	Restrictions lapse on January ~~12, 2018.~~17, 2020.

(5)	Market value is based on ~~maximum~~target performance assuming ~~200%~~100% payout on the April ~~2015~~2017 PBS grant as at November 30, ~~2016.~~2018. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel


60				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Tables

price changes and currency exchange rate impacts, for each of the three fiscal years in the 2017-2019 performance cycle and the average of ROIC results for the three-year performance cycle, exceeds specified performance goals.

(6)	Restrictions lapse on January 16, 2020.

(7)

Market value is based on target performance assuming 100% payout on the January 2017 SEA grant as at November 30, 2018. These grants vest zero to 300% of target based on attaining certain absolute TSR growth goals and may be modified by TSR rank relative to our 2017 Peer Group at the end of a three-year performance period. The maximum relative TSR modification is 200% of the absolute TRS performance for a combined maximum payout of six times target. The 2017 SEA grant is also subject to a value cap of seven times the grant date value.

(8)

Market value is based on target performance assuming 100% payout on the April 2018 PBS grant as at November 30, 2018. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and ~~foreign~~ currency exchange rate impacts, for each of the three fiscal years in the ~~2015-2017~~2018-2020 performance cycle and the average of ROIC results for the three-year performance cycle, exceeds specified performance goals, as modified up or down by up to 10% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the TSR modifier increase applies, the maximum payout would be 200% of target.

~~(6)~~

~~Restrictions lapse on January 11, 2019.~~

~~(7)~~

Market value is based on maximum performance assuming 100% payout on the April 2016 PBS grant as at November 30, 2016. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and foreign currency exchange rate impacts for each of the three fiscal years in the 2016-2018 performance cycle and ROIC for the three-year performance cycle, exceeds specified performance goals, as modified up or down by up to 10% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the TSR modifier increase applies, the maximum payout would be 200% of target.

~~(8)~~

Market value reflects the unvested portion of the final performance of 462.80% payout on the special PBS grant to Mr. Donald as at November 30, 2016. This equity incentive award is based on CAGR of Carnival Corporation’s total shareholder return over the three-year period ending October 14, 2016. Mr. Donald earned a total of 432,518 shares, half of which vested on October 18, 2016 and half of which vest on October 14, 2017.goals.

(9)

Market value is based on ~~the final~~target performance assuming 100% payout ~~performance of 426.00%~~ on the ~~special PBS~~January 2018 SEA grant ~~to these Named Executive Officers valued~~ as at November 30, ~~2016. This equity incentive award is~~2018. These grants vest zero to 300% of target based on ~~CAGR of Carnival Corporation’s total shareholder return over the three-year period ending December 27, 2016. These Named Executive Officers~~attaining certain absolute TSR growth goals and may ~~receive a number of shares valued at up~~be modified by TSR rank relative to eight times the initial target value of the grant based on the CAGR growth of the closing price of a share of Carnival Corporation common stock as of the date of grant compared to the 90-day average price of a share of Carnival Corporation common stock asour 2018 Peer Group at the end of a three-year performance period. The maximum relative TSR modification is 200% of the ~~three-year period.~~absolute TSR performance for a combined maximum payout of six times target. The 2018 SEA grant is also subject to a value cap of seven times the grant date value.

Stock Vested for Fiscal ~~2016~~2018

None of our Named Executive Officers ~~exercised~~held options during ~~2016.~~fiscal 2018. The following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of restricted shares and RSUs and the value realized, each before the payment of any applicable withholding tax and broker commissions.


	Stock Awards				Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting⁽¹⁾ ($)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting⁽¹⁾ ($)

Arnold W. Donald		274,704		12,592,909		95,351			6,573,746

David Bernstein		27,269		1,277,569		110,675	⁽²⁾		7,439,386	⁽²⁾
Alan Buckelew		18,264		875,359

Stein Kruse		38,756		1,840,676		116,899	⁽²⁾		7,764,793	⁽²⁾

Arnaldo Perez						34,102			2,313,280

Michael Thamm		20,519		932,970		89,319			5,899,855

(1)

The fair market value of Carnival Corporation ~~shares~~common stock realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of vesting. The fair market value of Carnival plc ordinary shares realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the London Stock Exchange on the date of vesting. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the exchange rate on the date of exercise or vesting.

(2)

~~Carnival Corporation & plc~~Includes portions of the 2016 restricted stock and 2017 ~~Proxy Statement~~MTE grants released to Mr. Bernstein in December 2017 and the 2017 MTE grants and 2018 MTE grants released to Mr. Kruse in November 2017 due to Messrs. Bernstein and Kruse reaching retirement age pursuant to the terms of the associated share grant agreements.

~~COMPENSATION~~

~~Compensation Tables~~

Pension Benefit in Fiscal ~~2016~~2018

Messrs. Donald, Bernstein, Kruse and Thamm do not participate in any defined benefit pension plans sponsored by Carnival Corporation or Carnival plc. Mr. ~~Buckelew participates~~Perez participated in the ~~Princess SERP.~~Retirement Plan.

The Retirement Plan was unfunded and was not qualified for U.S. tax purposes. Mr. Perez’s benefit accruals in the Retirement Plan both for credited service and compensation were both frozen as of December 31, 1997. Mr. Perez’s benefits under the Retirement Plan were calculated based on age, length of service with Carnival Corporation and the average of his five highest consecutive years of compensation out of the last 10 years of service up to December 31, 1997. The benefit formula provides an annual benefit accrual equal to 1% of his earnings for the year up to “covered

Name Plan Name Number of Years
Credited Service⁽¹⁾
(#) Present Value of
Accumulated Benefit⁽²⁾
($) Payments During Last
Fiscal Year⁽³⁾
($)
Arnold W. Donald
None —    —    —
David Bernstein
None —    —    —
Alan Buckelew
Princess SERP 15    5,588,444    0
Stein Kruse
None —    —    —
Michael Thamm
None —    —    —

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Compensation Tables

compensation” plus 1.6% of earnings for the year in excess of covered compensation then multiplied by his years of service up to a maximum of 30 years of credited service, up to December 31, 1997. The elements of compensation to determine his benefits were his base salary and annual bonus. Mr. Perez was vested in his respective benefit in accordance with the terms of the Retirement Plan. As a result of the adoption of Section 457A, benefits under the Retirement Plan were $122,440, which was paid as a lump sum in December 2017.


Name	Plan Name	Number of Years Credited Service⁽¹⁾ (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year⁽²⁾ ($)

Arnold W. Donald	None		—		—		—


David Bernstein	None		—		—		—


Stein Kruse	None		—		—		—


Arnaldo Perez	Retirement Plan		5		0		122,440


Michael Thamm	None		—		—		—

(1)	Credited service ~~for benefit calculation purposes under~~reflects service up to the ~~Princess SERP~~freeze date of December 31, 1997. Mr. Perez’s actual years of service is ~~limited to 15 years, while actual credited service to Mr. Buckelew exceeds this amount.~~27.

(2)

The present value of accumulated benefit was calculated based on the interest rate assumption disclosed in Note 13 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2016, which was used to calculate the fiscal 2016 year-end liability for the plan. The Princess SERP benefit is assumed payable as a lump sum at the later of age 65 or current age. The Princess SERP 2017 lump sum was calculated using a 4.49% interest rate and the RP-2000 mortality table projected to 2017. The future payments are then discounted to current age using an interest rate of 1.25%. Due to taxation issues created by the adoption of Section 457A, benefits accrued as of December 31, 2008 under the ~~Princess SERP will be~~Retirement Plan were paid as a lump sum onin December ~~31,~~ 2017.

~~(3)~~

~~Mr. Buckelew has not accrued or received (and is not entitled to accrue) any additional benefits under the Princess SERP after December 31, 2008.~~

Carnival Corporation & plc operate various group pension programs for their executives in which our Named Executive Officers also participate. Under the Carnival plc pension plans, in line with UK best practice, pension benefits are based solely on base salary and no other elements of compensation are taken into account when determining pension benefits. Under the Carnival Corporation pension programs, base salaries and annual bonuses are used to determine pension benefits.

The Princess SERP is unfunded and is not qualified for U.S. tax purposes. The Princess SERP provides a benefit equal to 65% of the highest base salary earned by Mr. Buckelew during any consecutive 60-month period offset by the actuarial equivalent of any benefits accrued as of December 31, 2008 under any other retirement plan maintained by Princess Cruise Lines, Ltd., or any affiliate (or predecessor) and Social Security benefits. Mr. Buckelew is vested in his benefit in the Princess SERP. As a result of the adoption of Section 457A, Mr. Buckelew’s benefits under the Princess SERP were frozen as of December 31, 2008 and Mr. Buckelew has not been entitled to accrue any additional benefits under the Princess SERP since that date. Benefits under the Princess SERP are generally paid in the form of a monthly annuity commencing on the later of (i) the first day of the first month following the participant’s separation from service or (ii) the participant’s earliest commencement date, which is a date elected in advance by the participant that must be no earlier than the date the participant turns age 55 and no later than the date the participant turns 65. However, as a result of the adoption of Section 457A, any benefits accrued under the Princess SERP that remain unpaid as of December 31, 2017 will be paid in a single lump sum payment on December 31, 2017.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Compensation Tables~~

Nonqualified Deferred Compensation in Fiscal ~~2016~~2018


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)		Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)

Arnold W. Donald		—		—		—		—		—		—		—		—			—		—

David Bernstein		—		—		7,805		—		201,617		—		—		(184	)		231,469		0
Alan Buckelew		—		—		—		—		—

Stein Kruse		—		—		—		—		—		—		—		—			—		—

Arnaldo Perez												—		—		(267	)		470,749		0

Michael Thamm		—		—		—		—		—		—		—		—			—		—

~~Carnival Corporation has established~~Until December 31, 2008, Messrs. Bernstein and Perez could defer salary and/or bonus amounts into the Savings Plan, which is a nonqualified defined contribution plan for U.S. tax purposes. ~~Until December 31, 2008, Mr. Bernstein could defer salary and/or bonus amounts into the Savings Plan.~~ As described in the “Pensions and Deferred Compensation Plans” section of the Compensation Discussion and Analysis, ~~entitled “Impact of Regulatory Requirements on Compensation,”~~ effective January 1, 2009, hethey could no longer defer any salary or bonus amounts into the Savings Plan. Although the Savings Plan is unfunded, Carnival Corporation ~~has~~had established a “rabbi trust” that ~~holds~~held any executive deferrals and company contributions to the Savings Plan.

Benefits ~~are~~were paid based on the participant’s form and timing elections made in accordance with applicable Section 409A Treasury Regulations. Benefits ~~are~~were based on the participant’s deferrals of cash compensation and associated earnings and losses based on the investment allocation selected by the participant. The investment options available to participants in the Savings Plan ~~are~~were identical to those available to participants in the 401(k) Plan, except for the Standard & Poor’s index fund and money market investment options. A participant ~~may change~~could have changed his or her investment allocation at any time.

For every dollar ~~Mr.~~Messrs. Bernstein and Perez deferred into the Savings Plan prior to January 1, 2009, Carnival Corporation matched 50% up to the lower ~~of (i)~~ of:

50% of the U.S. Internal Revenue Service qualified plan ~~limitation~~limitation; or ~~(ii)~~

6% of his eligible pay. ~~“Eligible~~


62				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

“Eligible pay” includes regular pay (before anypre-tax contributions from his pay and taxes) and bonus. Carnival Corporation also made profit sharing contributions into the Savings Plan based upon ~~his~~their eligible pay and years of service according to the following schedule:


Years of Service		Award (% of Eligible Pay)

Less than 2		0%


2-5		1%


6-9		2%


10-13		3%


14-16		5%


17-19		7%


20-22		9%


23-25		12%


26 and over		15%

Following the promulgation of Section 457A, salary and bonus deferrals into the Savings Plan are no longer permitted. As a result, Messrs. Donald, Bernstein and ~~Buckelew~~Perez and all other Savings Plan participants and those who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Potential Payments Upon Termination or Change of Control~~

contribution as additional cash compensation. The effect of this provision will result in no additional benefit for Messrs. Donald, Bernstein and ~~Buckelew~~Perez and will not result in a material incremental cost to Carnival Corporation. As of November 30, ~~2016,~~2018, Messrs. Donald, Bernstein and ~~Buckelew~~Perez had ~~4, 19~~6, 21 and 3927 years of service, respectively.

In accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation paid out all benefits accrued under the Retirement Plan and the Savings Plan in December 2017.

Additional information with respect to pension plan arrangements for Carnival plc for the year ended November 30, ~~2016~~2018 is included in Part I of the Carnival plc Directors’ Remuneration Report included in this Proxy Statement as the Compensation Discussion and Analysis and Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Each of our Named Executive Officers may be eligible to receive certain payments and benefits in connection with termination of employment under various circumstances. The potential benefits payable to our Named Executive Officers in the event of termination of employment under various scenarios on November 30, ~~2016~~2018 are described below.

In addition to benefits described below, our Named Executive Officers will be eligible to receive any benefits accrued under Carnival Corporation & plc broad-based benefit plans, such as distributions under life insurance and disability benefits and accrued vacation pay, in accordance with those plans and policies. These benefits are generally available to all employees. Mr. Bernstein will also be eligible to receive any account balances at the fiscal 2016 year-end under our nonqualified deferred compensation plans and programs as set forth in the “Nonqualified Deferred Compensation in Fiscal 2016” table in accordance with his payout election. Mr. Buckelew will also be eligible to receive any vested benefits under our pension programs upon termination of employment in accordance with the Princess SERP. Mr. Bernstein and Mr. Buckelew are fully vested in these benefits, which are described in the “Pension Benefits in Fiscal 2016” table and the description that follows that table. There are no special or enhanced executive benefits under our pension and nonqualified deferred compensation plans and programs.

Cash Severance Benefits

It is the policy of the Compensation Committees for ~~Executive Officers~~executive officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements.

Accordingly, Messrs. Bernstein, ~~Buckelew~~Kruse and ~~Kruse~~Perez have no employment agreements and no entitlement to severance except for possible retention of unvested restricted share grants depending on the circumstances of their separation of employment discussed below.

Messrs. Donald and Thamm are our only Named Executive Officers with employment agreements providing cash severance and other benefits. The table below details the various payments associated with certain termination events. Payment outcomes associated with the treatment of equity is detailed ~~below~~ in the ~~section entitled~~ “Potential Value of Equity Grants upon Termination of Employment or Change of ~~Control.”~~Control” section.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Potential Payments Upon Termination or Change of Control~~

Post-Employment Cash Compensation Obligations to Mr. Donald. Upon termination of Mr. Donald’s employment, he will be entitled to certain payments as follows:

Reason for Termination

Payment Type

By the company for cause

All amounts earned or accrued through the termination date

By Mr. Donald, other than for good reason

All amounts earned or accrued through the termination date

Because of death or disability

Benefits or payments under any applicable disability or life insurance benefit plans

By Mr. Donald ~~other than for cause, death or disability or~~ for good reason

• Severance pay equal to one times his base salary and target bonus for the year of termination

• Continued medical, dental, group life, accidental death or dismemberment, and disability insurance premiums for up to 18 months (“Post-Employment Benefits”)

By the company other than for cause, death or disability

• Severance pay equal to one times his base salary and target bonus for the year of termination

• Post-Employment Benefits

Following a change in control event

• Severance pay equal to two times the sum of his base salary and target bonus for the year of termination

• Post-Employment Benefits

Post-Employment Compensation Obligations to Mr. Thamm. Mr. Thamm is eligible to receive 12 months of base salary plus his target bonus if his employment is terminated, as compensation for hisnon-competition andnon-solicitation obligations.


64				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

Estimated Cash and Benefit Payments Upon Termination of Employment

The following table quantifies the cash compensation or value of benefits that Messrs. Donald and Thamm would receive upon termination of employment. The amounts shown assume the event that triggered the treatment occurred on November 30, ~~2016.~~2018. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.


Name	Benefit	Termination without Cause ($)		Voluntary Termination (without Good Reason) ($)		Voluntary Termination (with Good Reason) ($)		Death or Disability ($)		Change of Control ($)		Benefit	Termination without Cause ($)		Voluntary Termination (without Good Reason) ($)		Voluntary Termination (with Good Reason) ($)		Death or Disability ($)		Change of Control ($)
Arnold W. Donald	Separation Payment		3,650,000		0		3,650,000		0		7,300,000	Separation Payment		4,500,000		0		4,500,000		0		9,000,000
	Post-Employment Benefits		68,473		0		68,473		0		68,473	Post-Employment Benefits		81,855		0		81,855		0		81,855

	TOTAL		3,718,473				3,718,473				7,368,473	TOTAL		4,581,855				4,581,855				9,081,855
Michael Thamm	Non-Competition Compensation⁽¹⁾		1,776,000		1,776,000		1,776,000		1,776,000		1,776,000	Non-Competition Compensation⁽¹⁾		2,351,738		1,190,482		1,190,482		1,190,482		1,190,482

	TOTAL		1,776,000		1,776,000		1,776,000		1,776,000		1,776,000	TOTAL		2,351,738		1,190,482		1,190,482		1,190,482		1,190,482

(1)	These amounts would be payable in euro. Mr. Thamm’s potentialnon-competition compensation has been converted into U.S. dollars using the average U.S. dollar to euro exchange rate for fiscal ~~2016~~2018 of ~~$1.11:~~$1.19:€1.

Equity-Based Compensation

Vesting of restricted shares and RSUs upon termination of a Named Executive Officer’s employment is dependent upon the reasons his employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to our Named Executive Officers are subject to the same terms as all other participants generally, except as described below.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Potential Payments Upon Termination or Change of Control~~

Carnival Corporation 2011 Stock Plan. All our Named Executive Officers received SEA grants under the Carnival Corporation 2011 Stock Plan, In addition, all our Named Executive Officers except Mr. Thamm received ~~equity~~MTE and PBS grants under the Carnival Corporation 2011 Stock Plan. The terms of the Carnival Corporation 2011 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination for death or disability, all unvested equity grants will immediately vest. The terms of the ~~restricted share~~equity grants to Named Executive Officers provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of a terminal medical condition, the restricted share and MTE grants will continue to vest according to their original vesting ~~schedule.~~schedule and remain subject to confidentiality andnon-competition provisions. The SEA grants will also be retained if employment is terminated without cause. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the Boards of Directors.

Upon retirement, restricted share and MTE grants continue to vest according to their terms as though employment had not ended; provided, however, that as each participant reaches retirement age, 50% of the grant will immediately vest, if such participant becomes subject to tax withholding at that time. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months after a change of control, the restricted period on all restricted shares and RSUs immediately expires.

Change of control means the occurrence of any of the following:

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of common stock of Carnival Corporation or (B) the combined ~~voting power~~

LOGO Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

voting power of the then outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or the Arison family,

the then outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or the Arison family,

incumbent Directors cease to constitute at least a majority of the Boards of ~~Directors,~~Directors;

the dissolution or liquidation of Carnival ~~Corporation,~~Corporation;

the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival ~~Corporation,~~Corporation; or

the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Carnival Corporation that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity grants made to participants, including our Named Executive Officers, contain clawback and forfeiture provisions in the event of a violation of confidentiality ornon-compete provisions (which restrict them from competing with Carnival Corporation & plc for the remainder of the ~~award’s~~grant’s vesting period) or fraud or conduct contributing to any financial restatements or irregularities.

Pursuant to the terms of his employment agreement, Mr. Donald received a special PBS grant in October 2013, which matured in October 2016. In October 2016, 50% of the earned shares were released from restriction. The remaining 50% of the earned shares will remain restricted until October 2017. In the event Mr. Donald’s employment is terminated without cause or by Mr. Donald for good reason or in the event of a change in control, the restricted earned shares will vest in full.

The other Named Executive Officers received a special PBS grant in December 2013. The terms of the special PBS grant provide that if the executive’s employment is terminated without cause, he will vest in the target number of shares underlying the special PBS grant on a pro-rata basis as of the date of termination. In addition, in the event of a change in control, the special PBS grant would be pro-rated as of the date of the change in control. After the number of earned shares is known, in the event the

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Potential Payments Upon Termination or Change of Control~~

~~Named Executive Officer’s employment is terminated without cause or in the event of a change in control, the earned shares will vest in full.~~

Carnival plc Employee Share Plans. Mr. Thamm is the only Named Executive Officer who received grants under the Carnival plc 2014 ~~Employee Share Plan and the predecessor Carnival plc 2005~~ Employee Share Plan. Mr. Thamm receives the same treatment under the plans as other participants generally, except that if his employment is terminated without cause or he voluntarily terminates due to diagnosis of a terminal medical condition, all ~~RSU~~time-based share (“TBS”) and MTE grants will continue to vest according to their original vesting ~~schedule.~~schedule and remain subject to confidentiality andnon-competition provisions. All grants vest upon termination of employment for death or disability. Upon retirement, all TBS and MTE grants will continue to vest according to their terms as if the employment had not been terminated. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months after a change of control, the restricted period on all ~~grants will vest.~~RSUs immediately expires.

Change of control is defined to mean the occurrence of any of the following:

a person (either alone or together with any person acting in concert with him) obtaining control of Carnival plc as a result of a general offer or otherwise for the whole of the share capital of Carnival plc (other than those shares which are already owned by him and/or any person acting in concert with him),;

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of Carnival plc or (B) the combined voting power of the then outstanding voting securities of Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or members of the Arison ~~family,~~family;

the incumbent Directors cease to constitute at least a majority of the Boards of ~~Directors,~~Directors;

a person becoming bound or entitled to give notice under ~~sections~~Sections 428 to 430F of the Companies Act ~~2006~~ to acquire ~~shares,~~shares;

a court directing that a meeting of the holders of shares be convened pursuant to ~~section~~Section 425 of the Companies Act ~~2006~~ for the purposes of considering a scheme of arrangement of Carnival plc or its amalgamation with any other company or companies and the scheme of arrangement being approved by the shareholders’ meeting or sanctioned by the ~~court,~~court;

notice being duly given of a resolution for the voluntarywinding-up of Carnival ~~plc,~~plc;

the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival ~~plc,~~plc; or


66				Carnival Corporation & plc 2019 Proxy Statement

COMPENSATION

CEO Pay Ratio

the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity grants made to our Named Executive Officers contain confidentiality andnon-compete provisions that restrict them from competing with Carnival plc. If they breach either of these provisions, they will forfeit the right to receive all unvested and ~~unexercised~~unreleased equity grants.

Potential Value of Equity Grants Upon Termination of Employment or Change of Control

The following table details the value of all outstanding restricted share and RSU grants that would have become vested, or that could have continued to vest, subject to anynon-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, ~~2016.~~2018. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~COMPENSATION~~

~~Potential Payments Upon Termination or Change of Control~~

Estimated Potential Value of Equity Grants⁽¹⁾⁽²⁾


Name	Termination without Cause ($)		Retirement or Voluntary Termination (without Good Reason) ($)		Voluntary Termination (with Good Reason) ($)		Death or Disability ($)		Voluntary Termination upon Diagnosis of Terminal Medical Condition ($)		Change of Control⁽³⁾ ($)		Termination without Cause ($)		Death or Disability ($)		Retirement ($)		Voluntary Termination upon Diagnosis of Terminal Medical Condition ($)		Change of Control⁽³⁾ ($)

Arnold W. Donald		18,051,850		—		11,117,875		21,839,757		6,933,975		23,974,282		6,911,216		15,750,485				6,091,219		18,875,714

David Bernstein		2,418,583		—		—		5,023,552		2,418,583		5,761,467		1,481,112		3,944,645		1,050,252		1,050,252		4,835,137
Alan Buckelew		1,508,575		1,508,575		—		4,515,235		1,508,575		5,473,571

Stein Kruse		3,301,807		—		—		6,308,468		3,301,807		7,266,804		2,395,065		5,783,159		1,929,220		1,929,220		6,912,671

Arnaldo Perez														1,208,669		2,765,382				1,272,963		3,085,280

Michael Thamm		2,513,869		—		—		5,008,238		2,513,869		5,646,940		1,997,904		5,065,499				1,510,343		6,187,733

Total		27,794,684		1,508,575		11,117,875		42,695,250		16,676,809		48,123,064


TOTAL														13,993,966		33,309,170		2,979,472		11,853,997		39,896,535

(1)

The value for restricted shares and RSUs is based on the closing price of Carnival Corporation common stock on November 30, ~~2016~~2018 of ~~$51.41,~~$60.29, except for the Carnival plc RSUs held by Mr. Thamm, which is based on the closing price of Carnival plc ordinary shares on November 30, ~~2016~~2018 of ~~£40.44,~~£45.53, which has been converted into ~~$50.15~~$58.28 based on the November 30, ~~2016~~2018 exchange rate of ~~$1.24:~~$1.28:£1.

(2)	The value of the RSUs are reflected using the target number of RSUs granted.

(3)	Termination of employment is required to trigger acceleration upon a change of ~~control, except for grants made under the Carnival plc 2005 Employee Share Plan.~~control.

CEO PAY RATIO

In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. The 2018 annual total compensation of our Chief Executive Officer as set forth in the Summary Compensation Table is $13,515,884, the 2018 annual total compensation of our median compensated employee is $16,622, and the ratio of these amounts is 813 to 1. Our median compensated employee population consists of ship-based personnel who work fewer than twelve months of the year.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our global human resources and payroll systems of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to

LOGO Carnival Corporation & plc ~~2017~~2019 Proxy Statement

7167

COMPENSATION

CEO Pay Ratio

apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

To identify our median employee, we used total cash compensation for our estimated employee population of 154,161 as of October 31 2018 and excluded 7,492 employees from the following 30 foreign jurisdictions: Albania (38), Algeria (1), Armenia (1), Bangladesh (26), Belize (13), Bhutan (18), Bosnia & Herzegovina (448), Brazil (1,188), Cambodia (1), China (1,785), Georgia (53), Guinea (1), Honduras (972), Kazakhstan (12), Kenya (44), Kyrgyzstan (32), Malaysia (180), Moldova (155), Myanmar (498), Namibia (18), Nepal (217), Nicaragua (350), Pakistan (160), Paraguay (4), South Korea (73), Sri Lanka (623), St Vincent & The Grenadines (84), Vanuatu (290), Vietnam (198) and Zambia (9). Our workforce includes a large number of ship-based employees who typically work six to eleven months of the year and we did not annualize the pay for our employees when identifying our median.

We then applied a valid statistical sampling methodology to the remaining 149,669 employees to identify employees who were paid within a 5% range of the median. From these employees, we then selected a subset of 21 employees who were at or substantially similar to the median, identified a representative median employee from this group and calculated that employee’s annual total compensation in fiscal 2018 consistent with Item 402(c) of RegulationS-K. This figure includes gratuities directly billed to our guests, but excludes any cash gratuities paid directly to the employee by guests. It also excludes room and meals, transportation to and from the ship and medical care, which are provided to our crew members without charge.


68				Carnival Corporation & plc 2019 Proxy Statement

AUDIT MATTERS

REPORT OF THE AUDIT COMMITTEES

Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Audit Committee. In accordance with their charter, each Audit Committee assists the relevant Board of Directors in carrying out its oversight of:

the integrity of the relevant financial statements;

Carnival Corporation and Carnival plc’s compliance with legal and regulatory requirements, other than requirements related to HESS;

the auditors’ qualifications and independence;

the performance of Carnival Corporation & plc’s internal audit functions and independent auditors; and

relevant elements of Carnival Corporation and Carnival plc’s risk management programs.

Both Audit Committees are subject to the audit committee independence requirements under the corporate governance standards of the New York Stock Exchange and relevant SEC rules, and the Audit Committee of Carnival plc is also subject to the requirements of the UK Corporate Governance Code. The two Audit Committees have identical members and each currently consists of ~~four~~five independent (as defined by the listing standards of the New York Stock Exchange, SEC rules and the UK Corporate Governance Code)Non-Executive Directors. The Carnival Corporation Board of Directors has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules and New York Stock Exchange listing standards. In addition, the Carnival plc Board of Directors has determined that each member of the Audit Committees has “recent and relevant financial experience” for purposes of the UK Corporate Governance ~~Code.~~Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate.

Management has primary responsibility for Carnival Corporation & plc’s financial reporting process, including ~~its~~their system of internal control, and for the preparation of consolidated financial statements. Carnival Corporation & plc’s independent auditor is responsible for performing an independent audit of those financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committees are responsible for monitoring and overseeing the financial reporting process and the preparation of consolidated financial statements and for supervising the relationship between Carnival Corporation & plc and its independent auditor, as well as reviewing the group’s systems of internal controls and compliance with the group Code of Business Conduct and Ethics. The Audit Committees have met and held discussions with management of Carnival Corporation & plc and the independent auditor. In this context, management represented to the Audit Committees that Carnival Corporation & plc’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Audit ~~Committees (i)~~ Committees:

reviewed and discussed Carnival Corporation & plc’s audited consolidated financial statements for the year ended November 30, ~~2016~~2018 with Carnival Corporation & plc’s management and with Carnival Corporation & plc’s independent auditor; ~~(ii)~~

discussed with Carnival Corporation & plc’s independent auditor the matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board; and ~~(iii)~~

received the written disclosures and the letter from Carnival Corporation & plc’s independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committees concerning independence and discussed with Carnival Corporation & plc’s independent auditor the independent auditors’ independence.

LOGO Carnival Corporation & plc 2019 Proxy Statement

AUDIT MATTERS

Independent Registered Public Accounting Firm

Board regarding the independent accountants’ communications with the Audit Committees concerning independence and discussed with Carnival Corporation & plc’s independent auditor the independent auditors’ independence.

The Audit Committees also considered whether the provision to the relevant entity by the independent auditor ofnon-audit

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~AUDIT MATTERS~~

~~Independent Registered Certified Public Accounting Firm~~

services was compatible with maintaining the independence of the independent auditor. Based on the reviews and discussions described above, the Audit Committees recommended to the Boards of Directors that the audited consolidated financial statements of Carnival Corporation & plc be included in Carnival Corporation & plc’s Annual Report on Form10-K for the year ended November 30, ~~2016~~2018 for filing with the SEC.


The Audit Committee of Carnival Corporation	The Audit Committee of Carnival ~~Corporation~~plc
		~~The Audit Committee~~ ~~of Carnival plc~~
Richard J. Glasier, ~~Chairman~~Chair	Richard J. Glasier, ~~Chairman~~Chair

Jason Glen Cahilly	Jason Glen Cahilly

Katie Lahey	Katie Lahey

Stuart Subotnick	Stuart Subotnick

Laura Weil	Laura Weil

Randall J. Weisenburger	Randall J. Weisenburger

INDEPENDENT REGISTERED ~~CERTIFIED~~ PUBLIC ACCOUNTING FIRM

Audit andNon-Audit Fees

PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc during fiscal ~~2016~~2018 and fiscal ~~2015.~~2017. Aggregate fees for professional services rendered to Carnival Corporation & plc by PricewaterhouseCoopers LLP for the years ended November 30, ~~2016~~2018 and ~~2015~~2017 were as follows (in millions):


Type of Fee	2016			2015			2018		2017

Audit Fees	$	5.7		$	5.6		$	5.7	$	5.4

Audit-Related Fees		0.3			0.0	⁽¹⁾		0.2		0.1

Tax Fees		0.0			0.0			0.0		0.0

All Other Fees		0.0	⁽¹⁾		0.3			0.1		0.0	⁽¹⁾


Total	$	6.0		$	5.9		$	5.9	$	5.5

(1)	Less than $50,000.

Audit Fees for ~~2016~~2018 and ~~2015~~2017 were for professional services rendered for the integrated audits of the Carnival Corporation & plc consolidated financial statements and systems of internal control over financial reporting, quarterly reviews of our joint Quarterly Reports onForm 10-Q, the audits of the Carnival plc consolidated IFRS financial statements, consents, registration statements, statutory audits of various international subsidiaries and the issuance of comfort letters.

Audit-Related Fees for ~~2016~~2018 and 2017 were principally for consultations related to financial accounting and reporting standards and for services rendered for the audit of our sustainability reports. ~~Services for 2015 were for agreed-upon procedures rendered for our P&O Cruises (UK) pension plan and professional services rendered for the audit of our sustainability reports.~~

All Other Fees for ~~2015~~2018 were principally for ~~digital advertising and~~ consulting services ~~as a result~~related to the analysis of ~~PricewaterhouseCoopers LLP’s acquisition of an existing service provider.~~customer data.

All of the services described above were approved by the Audit Committees, and in doing so, the Audit Committees did not rely on thede minimis exception set forth inRule 2-01(c)(7)(i)(C) underRegulation S-X.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

AUDIT MATTERS

Re-Appointment and Remuneration of Independent Auditors ~~for~~of Carnival plc and

Ratification of Independent Registered ~~Certified~~ Public Accounting Firm ~~for~~of Carnival Corporation

Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered ~~Certified~~ Public Accounting Firm

~~In December 2003, the~~The Audit Committees have adopted Key Policies and Procedures which address, among other matters,pre-approval of audit and permissiblenon-audit services provided by the independent registered ~~certified~~ public accounting firm. The Key Policies and Procedures require that all services to be provided by the independent registered ~~certified~~ public accounting firm must be approved by the Audit Committees prior to the performance of such services. The Audit Committees consider whether the services requested are consistent with the rules of the SEC and UK Financial Reporting Council on auditor independence.

PROPOSALS 15 & 16

RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS ~~FOR~~OF CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED ~~CERTIFIED~~ PUBLIC ACCOUNTING FIRM ~~FOR~~OF CARNIVAL CORPORATION

The Audit Committee of the Board of Directors of Carnival plc has selected the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the year ending November 30, ~~2017, subject to the approval of our shareholders.~~2019. The Audit Committee of the Board of Directors of Carnival Corporation has selected the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered ~~certified~~ public accounting firm for the year ending November 30, ~~2017.~~2019. Representatives of both the U.S. and UK firms of PricewaterhouseCoopers LLP ~~will~~are expected to be present at the Annual Meetings, will have an opportunity to make a statement if they desire to do so, and ~~will~~are expected to be available to respond to appropriate questions from shareholders.

~~This resolution~~Proposal 15 wouldre-appoint the UK firm of PricewaterhouseCoopers LLP as the independent auditors of Carnival plc until the conclusion of the next ~~general meeting at which~~Annual General Meeting of Carnival ~~plc’s annual accounts and reports are laid.~~plc. It is a requirement of Section 489(2) of the Companies Act ~~2006~~ that Carnival plc appoint its independent auditors before the end of a general meeting at which its annual accounts and reports are ~~laid.~~

~~Under~~laid (which occurs at its Annual General Meeting). Proposal ~~16, you are~~15 would also ~~being asked to authorize~~ratify the ~~Audit Committee~~selection of ~~Carnival plc to determine~~ the ~~remuneration~~U.S. firm of PricewaterhouseCoopers LLP as the independent ~~auditors~~registered public accounting firm of Carnival ~~plc.~~Corporation.

Although ratification by our shareholders of the appointment of an independent ~~certified~~ public accounting firm ~~for~~of Carnival Corporation is not legally required, our Boards of Directors believe that such action is desirable. If our shareholders do not approve Proposal ~~16,~~15, the Audit Committees will consider the selection of another accounting firm for ~~2018~~2020 and future years.

Under Proposal 16, you are being asked to authorize the Audit Committee of Carnival plc to determine the remuneration of the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc.

The Boards of Directors unanimously recommend a voteFOR there-appointment of the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the ~~2017~~2019 fiscal year, ~~the authorization of the Audit Committee of Carnival plc to agree the remuneration of PricewaterhouseCoopers LLP and~~ the ratification of the selection of the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered ~~certified~~ public accounting firm for the ~~2017~~2019 fiscal ~~year.~~year and the authorization of the Audit Committee of Carnival plc to determine the remuneration of the UK firm of PricewaterhouseCoopers LLP.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

OTHER PROPOSALS

PROPOSAL 17

RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC

The Directors of Carnival plc are required by the Companies Act ~~2006~~ to present ~~the~~Carnival plc’s financial statements, the UK statutory Directors’ Report, the UK statutory Strategic Report and the auditors’ report relating to those accounts to the Carnival plc shareholders. Accordingly, the Directors of Carnival plc lay before the Annual Meetings the Carnival plc accounts and the reports of the Directors and auditors for the year ended November 30, ~~2016,~~2018, which have been approved by and signed on behalf of Carnival plc’s Board of Directors and will be delivered to the Registrar of Companies in the UK following the Annual Meetings. Shareholders are voting to approve receipt of these documents, as UK law does not require shareholder approval of the substance and content of these documents. The UK statutory Directors’ Report is attached as Annex A to this Proxy Statement ~~as Annex A~~ and the UK statutory Strategic Report is included within the Carnival plc consolidated IFRS financial statements. The full accounts and reports of Carnival plc will be available for inspection prior to and during the Annual Meetings.

The Boards of Directors unanimously recommend a voteFOR the receipt of the accounts and reports of Carnival plc for the year ended November 30, ~~2016.~~2018.

PROPOSALS 18 & 19

APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES AND THE DISAPPLICATION OFPRE-EMPTION RIGHTS APPLICABLE TO THE ALLOTMENT OF NEW CARNIVAL PLC SHARES

Summary. Proposal 18 authorizes the Directors of Carnival plc to issue, until the next Annual General Meeting of Carnival plc (or, if earlier, until the close of business on July ~~4, 2018)~~15, 2020), a maximum number of Carnival plc ordinary shares (or to grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate amount) without further shareholder approval. Proposal 19 authorizes the Directors of Carnival plc to issue (or sell any ordinary shares which Carnival plc elects to hold in treasury), until the next Annual General Meeting of Carnival plc (or, if earlier, until the close of business on July ~~4, 2018)~~15, 2020), a maximum number of Carnival plc ordinary shares for cash without first offering them to existing shareholders in accordance with thepre-emption rights that would otherwise be applicable. As is the case with many UK companies, these resolutions are proposed each year as the Directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted without shareholder approval and for shares to be allotted for cash without making apre-emptive offer. The Carnival plc Directors have no current commitments or plans to allot additional shares of Carnival ~~plc.~~plc using these authorities.

Discussion. Under Article 30 of the Articles of Association of Carnival plc, the Directors have, for a “prescribed period,” unconditional authority to allot ordinary shares in Carnival plc up to an aggregate nominal amount known as the “allotment amount.”

The power to implement the authority provided by Article 30 is sought each year by the proposal of an ordinary resolution to establish the prescribed period and the allotment amount. By passing this ordinary resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, a maximum number of shares having an aggregate nominal value equal to the allotment amount, without further shareholder approval. In the absence of such approval, the issuance of any additional shares would require shareholder approval.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

OTHER PROPOSALS

Approval of the Grant of Authority to Allot New Carnival plc Shares and

the Disapplication of Pre-emption Rights Applicable to the Allotment of New Carnival plc Shares

Under Article 31 of the Articles of Association of Carnival plc, the Directors have, for the same “prescribed period” referred to above, power to allot a small number of ordinary shares for cash without making apre-emptive offer to existing shareholders, up to an aggregate nominal amount known as the “disapplication amount.”

The power to implement the authority provided by Article 31 is sought each year by the proposal of a special resolution to establish the disapplication amount. By passing this special resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, an amount of shares having an aggregate nominal value equal to the disapplication amount, for cash without first offering them to existing shareholders of Carnival plc.

The Third Amended and Restated Articles of Incorporation of Carnival Corporation do not contain equivalent provisions and holders of Carnival Corporation ~~shares~~common stock do not havepre-emption rights. Accordingly, no action is required in respect of the ability of Carnival Corporation to allot shares or to disapplypre-emption rights.

In common with many UK companies, resolutions to renew the prescribed period andre-establish the allotment amount and the disapplication amount are normally proposed each year as the Directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted and for shares to be allotted for cash without making apre-emptive offer. This is the purpose of Proposal 18 (an ordinary resolution) and Proposal 19 (a special resolution). As usual, the prescribed period is the period from the passing of the resolutions until the next Annual General Meeting (or, if earlier, until the close of business on July ~~4, 2018)~~15, 2020).

Guidelines issued by the Investment Association, ~~of British Insurers,~~ whose ~~member insurance companies~~members are some of the largest institutional investors in UK listed companies, require the allotment amount to be limited toone-third of the issued ordinary share capital (except in the case of a rights issue). By reference to Carnival plc’s issued ordinary share capital on January ~~19, 2017,~~17, 2019, the maximum allotment amount in paragraph (a) of Proposal 18 is ~~$119,541,296,~~$106,171,191, which is equal to ~~72,012,829~~63,958,549 new Carnival plc ordinary shares, beingone-third of the amount of the issued ordinary share capital (excluding treasury shares).

In line with guidance issued by the Investment Association, ~~of British Insurers,~~ paragraph (b) of Proposal 18 would give the Directors of Carnival plc authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favor of ordinary shareholders up to an aggregate nominal amount equal to ~~$239,082,592~~$212,342,382 (representing ~~144,025,658~~127,917,098 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of Proposal 18. This amount (before any reduction) represents approximatelytwo-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 17, 2019. However, if they do exercise the authorities given to them if Proposals 18 and 19 are passed, the Directors intend to follow the ~~Association of British Insurers’~~Investment Association’s recommendations concerning their use (including as regards the Directors standing for election orre-election in certain cases). ~~This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 19, 2017.~~

Guidelines issued by thePre-Emption Group, a group comprising representatives of UK listed companies, investment institutions and corporate finance practitioners and formed under the support of the London Stock Exchange to monitor the operation of the Guidelines, recommend that a resolution to disapply the statutorypre-emption rights provided by UK company law should be limited to an amount of equity securities not exceeding 5% of the nominal value of the company’s issued ordinary share capital. By reference to Carnival plc’s issued ordinary share capital on January ~~19, 2017,~~17, 2019, the maximum disapplication amount is ~~$17,931,194,~~$15,925,678, which is equal to ~~10,801,924~~9,593,782 new Carnival plc ordinary shares. In respect of this aggregate nominal amount, the Directors of Carnival plc confirm their intention to follow the provisions of thePre-Emption Group’s Statement of Principles regarding cumulative usage of

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

OTHER PROPOSALS

General Authority to Buy Back Carnival plc Ordinary Shares

of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

In summary, if Proposals 18 and 19 were passed, the extent of the authority of the Directors to allot new Carnival plc ordinary shares for cash on terms which would be dilutive to the existing shareholdings of Carnival plc shareholders, without shareholder approval, would be limited to ~~10,801,924~~9,593,782 new Carnival plc ordinary shares, being 5% of the issued ordinary share capital of Carnival plc at January ~~19, 2017.~~17, 2019. The Directors have no current commitments or plans to allot additional shares of Carnival ~~plc.~~plc under these authorities. Furthermore, the adoption of Proposals 18 and 19 would have no material effect on the ability of Carnival plc to undertake or defend against a takeover attempt.

~~The Boards of Directors~~In addition to the Repurchase Program (described below), we also have ~~authorized the repurchase of up~~programs that allow us to 22 million Carnival plc ordinary shares and the repurchase of up to 26.9 million shares of Carnival Corporation common stock under Stock Swap programs. We use the Stock Swap programs in situations where we can obtain an economic benefit ~~because~~when either Carnival Corporation common stock ~~or Carnival plc ordinary shares are~~is trading at a ~~price that is at a~~ premium ~~or discount~~ to the price of Carnival plc ordinary shares or Carnival plc ordinary shares are trading at a premium to Carnival Corporation common stock ~~as the case may be. Any realized economic benefit under the Stock~~(the “Stock Swap ~~programs is used for general corporate purposes. As of the date of this Proxy Statement, no Carnival plc shares are held by Carnival plc in treasury.~~Programs”). For example:

In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to ~~issue and~~ sell shares of Carnival Corporation common stock, ~~through a sales agent, from time to time~~ at prevailing market prices in ordinary brokers’ transactions and ~~use the sale proceeds to~~ repurchase an equivalent number of Carnival plc ordinary shares in the UK market on at least an equivalent basis. Based on authorizations provided by the Boards of Directors in January 2017, Carnival Corporation was authorized to issue and sell up to 22 million shares of its common stock in the U.S. market.

In the event Carnival plc ordinary shares trade at a premium to Carnival Corporation common stock, ~~trades at a discount to Carnival plc ordinary shares,~~ we may elect to sell ~~existing~~ ordinary shares of Carnival plc, ~~with such sales made by Carnival Corporation or Carnival Investments Limited, a subsidiary of Carnival Corporation, through a sales agent from time to time~~ at prevailing market prices in ordinary ~~broker~~brokers’ transactions and ~~use the sale proceeds to~~ repurchase an equivalent number of shares of Carnival Corporation common stock in the U.S. ~~market on at least an equivalent basis. Based on an authorization provided by~~

Any realized economic benefit under the Stock Swap Programs is used for general corporate purposes, which could include repurchasing additional stock under the Repurchase Program.

Under the Stock Swap Programs effective 2008, the Boards of Directors ~~in February 2016, Carnival Corporation or Carnival Investments Limited was authorized~~have made the following authorizations:

In January 2017, to sell up to ~~26.9~~22.0 million of Carnival Corporation common stock in the U.S. market and repurchase up to 22.0 million of Carnival plc ordinary shares in the UK market.

In February 2016, to sell up to 26.9 million of existing shares of Carnival plc in the UK market and repurchase up to 26.9 million shares of Carnival Corporation common stock in the U.S. market.

As of January 17, 2019, 25,469,458 Carnival plc ordinary shares are held by Carnival plc in treasury.

The Boards of Directors unanimously recommend a voteFOR the approval of limits on the authority to allot Carnival plc shares and the disapplication ofpre-emption rights for Carnival plc.

PROPOSAL 20

GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES

The Boards of Directors have authorized the repurchase of up to an aggregate of ~~$1.1~~$1 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). The Repurchase Program does not have an expiration date and may be discontinued by our Boards of Directors at any time.

At January ~~19, 2017,~~17, 2019, the remaining availability under the Repurchase Program was ~~$389.3~~$542.6 million. We may repurchase shares of Carnival Corporation common stock or Carnival plc ordinary shares under the Repurchase Program, in addition to repurchases made with net proceeds resulting from the Stock Swap programs described above.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

OTHER PROPOSALS

General Authority to Buy Back Carnival plc Ordinary Shares

Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act ~~2006~~ for us to buy back shares of Carnival plc. Accordingly, last year Carnival Corporation and Carnival plc sought and obtained shareholder approval to effect market purchases of up to ~~21,645,614~~20,934,527 ordinary shares of Carnival plc (being approximately 10% of Carnival plc’s ordinary shares in issue). ~~During fiscal 2016~~That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2019 Annual General Meeting or (ii) July 10, 2019. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act) once the current authorization expires of up to 19,187,564 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 17, 2019) is being sought at this year’s Annual Meetings. Since last year’s Annual Meetings and through January ~~19, 2017, 919,824~~17, 2019, 14,664,377 Carnival plc ordinary shares have been purchased under the Repurchase Program and the Stock Swap programs. Carnival Corporation & plc treats any such purchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program or the Stock Swap programs as if they were made by Carnival plc under the Carnival plc share buy back authority. That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2017 Annual General Meeting or (ii) July 13, 2017. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act 2006) once the current authorization expires of up to 21,603,849 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 19, 2017) is being sought.

The Boards of Directors confirm that the authority to purchase Carnival plc’s shares under the Repurchase Program and the Stock Swap program will only be exercised after careful consideration of prevailing market conditions and the position of Carnival plc. In particular, the program will only proceed if we believe that it is in the best interests of Carnival Corporation, Carnival plc and their shareholders generally. The Boards of Directors are making no recommendation as to whether shareholders should sell any shares in Carnival plc and/or Carnival Corporation.

If the Boards of Directors exercise the authority conferred by Proposal 20, we would have the option of holding the shares in treasury, or cancelling them. Shares held in treasury can bere-sold for cash, used for employee share plans or later cancelled. The Boards of Directors think it prudent to maintain discretion as to dealing with the purchased shares. As of January ~~19, 2017, 919,824~~17, 2019, 25,469,458 Carnival plc ordinary shares are held by Carnival plc in treasury.

The Boards of Directors consider that any buyback of Carnival plc ordinary shares may include the purchase of its American Depositary Shares (“ADSs”), each representing one Carnival plc ordinary share, ~~of Carnival plc,~~ with a subsequent cancellation of the underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will either cancel or hold in treasury the ordinary share represented by such ADSs.

The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price which may be paid is an amount (exclusive of expenses) equal to the higher ~~of (i)~~ of:

105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and ~~(ii)~~

the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out.

As of January ~~19, 2017,~~17, 2019, there are no options outstanding to subscribe for Carnival plc ordinary shares and Carnival plc has issued ~~716,145~~413,019 RSUs, which represent in the aggregate less than 1% of Carnival plc’s issued share capital. If ~~21,603,849~~19,187,564 ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these RSUs would represent in the aggregate less than 1% of Carnival plc’s issued share capital.

The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc Annual General Meeting in ~~2018~~2020 or on July ~~4, 2018,~~15, 2020, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority).

The Boards of Directors unanimously recommend a voteFOR the general authority to buy back Carnival plc ordinary shares.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

QUESTIONS AND ANSWERS

QUESTIONS APPLICABLE TO ALL SHAREHOLDERS

Q:	*What information is contained in these materials?*

The information included in this Proxy Statement relates to the proposals to be voted on at the ~~meetings,~~Annual Meetings, the voting process, the compensation of Directors and certain ~~Executive Officers~~executive officers and certain other information required by rules promulgated by the SEC and the New York Stock Exchange applicable to both companies. We have attached as Annexes A, B and C to this Proxy Statement information that Carnival plc is required to provide to its shareholders under applicable UK rules.

Q:	*What proposals will be voted on at each of the ~~meetings?~~Annual Meetings?*

A:	The proposals to be voted on at each of the ~~meetings~~Annual Meetings are set out in the Notices of Meetings ~~starting on pages 3 and 6 of~~included with this Proxy Statement.

Q:	*What is the voting recommendation of the Boards of Directors?*

A:	Your Boards of Directors recommend that you vote your shares ~~as follows:~~“FOR” Proposals 1 through 20.

~~“FOR” Proposals 1 through 11 and 13 through 20; and~~

~~In the case of Proposal 12, that you recommend that the vote to approve the compensation of our Named Executive Officers will occur every year.~~

Q:	*How does the DLC arrangement affect my voting rights?*

On most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. These matters are called “joint electorate actions.” Combined voting is accomplished through the special voting shares that have been issued by each company. Certain matters specified in the organizational documents of Carnival Corporation and Carnival plc where the interests of the two shareholder bodies may diverge are called “class rights actions.” The class rights actions are voted on separately by the shareholders of each company. If either group of shareholders does not approve a class rights action, that action generally cannot be taken by either company. All of the proposals to be voted on at ~~these~~the Annual Meetings are joint electorate actions, and there are no class rights actions.

Q:	*Generally, what actions are joint electorate actions?*

A:	Any resolution to approve an action other than a class rights action or a procedural resolution (described below) is designated as a joint electorate action. The actions designated as joint electorate actions include:

the appointment, removal, election orre-election of any Director of either or both companies;

if required by law, the receipt or adoption of the annual accounts of both companies;

the appointment or removal of the independent auditors of either company;

a change of name by either or both companies; or

the implementation of a mandatory exchange of Carnival plc ordinary shares for Carnival Corporation ~~shares~~common stock based on a change in tax laws, rules or regulations.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Applicable to all Shareholders~~

The relative voting rights of Carnival plc ordinary shares and Carnival Corporation ~~shares~~common stock are equalized based on a ratio which we refer to as the “equalization ratio.” Based on the current equalization ratio of 1:1, each share of Carnival Corporation ~~share~~common stock has the same voting rights as one Carnival plc ordinary share on joint electorate actions.


76				Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Q:	*How are joint electorate actions voted on?*

A:	Joint electorate actions are voted on as follows:

Carnival plc shareholders vote at the Annual General Meeting of Carnival plc (whether in person or by proxy). Voting is on a poll (or ballot), which remains open for sufficient time to allow the vote at the Carnival Corporation ~~meeting~~Annual Meeting to be held and reflected in the Carnival plc ~~meeting~~Annual General Meeting through the mechanism of the special voting share. An equivalent vote is cast at the subsequent Carnival Corporation ~~meeting~~Annual Meeting on each of the corresponding resolutions through a special voting share issued by Carnival Corporation; and

Carnival Corporation shareholders vote at the Carnival Corporation Annual Meeting (whether in person or by proxy). Voting is by ballot (or on a poll), which remains open for sufficient time to allow the vote at the Carnival plc ~~meeting~~Annual General Meeting to be reflected in the Carnival Corporation ~~meeting~~Annual Meeting through the mechanism of the special voting share. An equivalent vote is cast on the corresponding resolutions at the Carnival plc ~~meeting~~Annual General Meeting through a special voting share issued by Carnival plc.

A joint electorate action is approved if it is approved by:

a simple majority of the votes cast in the case of an ordinary resolution (or not less than 75% of the votes cast in the case of a special resolution, if required by applicable law and regulations or Carnival plc’s ~~articles)~~Articles of Association) by the holders of Carnival plc’s ordinary shares and the holder of the Carnival plc special voting share voting as a single class at a meeting at which a quorum was present and acting;

a simple majority of the votes cast (or other majority if required by applicable law and regulations or the Carnival Corporation ~~articles~~Articles of Incorporation and ~~by-laws)~~By-laws) by the holders of Carnival Corporation ~~shares~~common stock and the holder of the Carnival Corporation special voting share, voting as a single class at a meeting which a quorum was present and acting; and

a minimum ofone-third of the total votes available to be voted by the combined shareholders must be cast on each resolution for it to be effective. Formal abstentions (or votes withheld) by a shareholder on a resolution will be counted as having been “cast” for this purpose.

Q:	*How are the Directors of each company elected orre-elected?*

Resolutions relating to the election orre-election of Directors are considered as joint electorate actions. No person may be a member of the Board of Directors of Carnival Corporation or Carnival plc without also being a member of the Board of Directors of the other company. There are ~~ten~~12 nominees for election orre-election to the Board of Directors of each company this year. Each nominee currently serves as a Director of Carnival Corporation and Carnival plc. All nominees for Director are to be elected orre-elected to serve until the next Annual Meetings and until their successors are elected.

Carnival plc’s Articles of Association currently require Directors to submit themselves for election by shareholders at the first Annual General Meeting following their initial appointment to the Board of Directors and forre-election thereafter at subsequent Annual General Meetings at intervals of no more than three years. The Boards of Directors have decided, in accordance with the UK

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Applicable to all Shareholders~~

Corporate Governance Code, to submit all Directors forre-election ~~by the shareholders at the Annual Meetings irrespective of their date of appointment and length of service.~~ on an annual basis.

Q:	*What votes are required to approve the proposals?*

Proposals 19 and 20 are required to be approved by not less than 75% of the combined votes cast at both meetings. With respect to Proposal 12 (the “say-on-frequency” vote), shareholders will be deemed to have approved the alternative that receives the most votes, even if that alternative receives less than a majority of the votes cast at both meetings.Annual Meetings. Each of the other proposals, including the election orre-election of

LOGO Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Directors, requires the approval of a majority of the combined votes cast at both ~~meetings.~~Annual Meetings. Abstentions and brokernon-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.

If you are a beneficial owner of Carnival Corporation ~~shares~~common stock and do not provide the shareholder of record with ~~a signed~~ voting ~~instruction card,~~instructions, your shares may constitute brokernon-votes.

Generally, brokernon-votes ~~as described in “~~~~How is the quorum determined?~~~~” In tabulating the voting result~~ occur when shares held by a broker for ~~any~~a beneficial owner are not voted with respect to a particular proposal ~~shares which constitute~~because:

the broker ~~non-votes are~~has not ~~deemed cast for~~received voting instructions from the ~~purposes of calculating~~ beneficial owner; and

the ~~vote.~~broker lacks discretionary voting power to vote such shares.

~~Additionally,~~Accordingly if you are a beneficial owner of shares held through intermediaries such as brokers, banks and other nominees, such intermediaries are not permitted to vote without specific instructions from you unless the matter to be voted on is considered “routine.” In this Proxy Statement, Proposal 13 (approval of the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy)), Proposal 14 (approval of the Carnival plc Directors’ Remuneration Policy), Proposals 15 and 16 (there-appointment and remuneration of independent auditors ~~for~~of Carnival plc and the ratification of independent registered ~~certified~~ public accounting firm ~~for~~of Carnival Corporation), Proposal 17 (the receipt of accounts and reports of Carnival plc), Proposal 18 (allotment of new shares by Carnival plc), Proposal 19 (disapplication ofpre-emption rights in relation to the allotment of new shares by Carnival plc) and Proposal 20 (general authority for Carnival plc to buy back Carnival plc ordinary shares) are considered ~~“routine.~~“routine,” and therefore, brokers are permitted to vote on these proposals without receiving voting instructions from you. On each of the other proposals ~~including the~~(the election orre-election of Directors ~~and~~in Proposals1-12, the approval of the fiscal ~~2016~~2018 compensation of our Named Executive Officers in Proposal 13, and approval of the Carnival plc Directors’ Remuneration Report in Proposal 14), your broker, bank or other nominee will not be permitted to vote your shares without receiving voting instructions from you.

Q:	*Generally, what are procedural resolutions?*

Procedural resolutions are resolutions of a procedural or technical nature that do not adversely affect the shareholders of the other company in any material respect and are put to the shareholders at a meeting. The special voting shares do not represent any votes on “procedural resolutions.” The ~~Chairperson~~Chair of each of the meetings will determine whether a resolution is a procedural resolution.

To the extent that such matters require the approval of the shareholders of either company, any of the following will be procedural resolutions:

that certain people be allowed to attend or be excluded from attending the meeting;

that discussion be closed and the question put to the vote (provided no amendments have been raised);

that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting);

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Applicable to all Shareholders~~

to proceed with matters in an order other than that set out in the notice of the meeting;

to adjourn the debate (for example, to a subsequent meeting); and

to adjourn the meeting.

Q:	*Where can I find the voting results of the ~~meeting?~~Annual Meetings?*

A:	The voting results will be announced to the media and the relevant stock exchanges and posted on our website at www.carnivalcorp.com and www.carnivalplc.com, after both ~~shareholder meetings~~ Annual Meetings


78				Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

have closed. The results will also be published in a joint current report on Form8-K within four business days after the date the ~~shareholders meetings~~Annual Meetings have closed.

Q:	*What is the quorum requirement for the ~~meetings?~~Annual Meetings?*

The quorum requirement for holding the ~~meetings~~Annual Meetings and transacting business as joint electorate actions at the meetings isone-third of the total votes capable of being cast by all shareholders of both companies. Shareholders may be present in person or represented by proxy or corporate representative at the meetings.

Q:	*How is the quorum determined?*

For the purposes of determining a quorum with respect to joint electorate actions, the special voting shares have the maximum number of votes attached to them as were cast on such joint electorate actions, either for, against or abstained, at the parallel shareholder meeting of the other company, and such maximum number of votes (including abstentions) constitutes shares entitled to vote and present for the purposes of determining whether a quorum exists at such a meeting.

In order for a quorum to be validly constituted with respect to meetings of shareholders convened to consider a joint electorate action or class rights action, the special voting entities must be present.

Abstentions (including votes withheld) and brokernon-votes are counted as present for the purpose of determining the presence of a quorum. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.

Q:	*Is my vote confidential?*

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote or (3) to facilitate a successful proxy solicitation by our Boards of Directors. Occasionally, shareholders provide written comments on their proxy card which are then forwarded to management.except:

as necessary to meet applicable legal requirements;

to allow for the tabulation of votes and certification of the vote; or

to facilitate a successful proxy solicitation by our Boards of Directors.

Occasionally, shareholders provide written comments on their proxy card which are then forwarded to management.

Q:	*Who will bear the cost of soliciting votes for the ~~meetings?~~Annual Meetings?*

We are providing these proxy materials in connection with the solicitation by the Boards of Directors of proxies to be voted at the Annual Meetings. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes for the ~~meetings.~~Annual Meetings. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonableout-of-pocket expenses for forwarding proxy materials to shareholders.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Applicable to all Shareholders~~

Q:	*Can I view the proxy materials electronically?*

Yes. This Proxy Statement and any other proxy materials have been posted on our website at www.carnivalcorp.com and www.carnivalplc.com. Carnival Corporation shareholders can also access proxy-related materials at www.proxyvote.com as described under “Questions Specific to Shareholders of Carnival ~~Corporation~~Corporation.” ~~beginning on page 84.~~

LOGO Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Q:	*What reports are filed by Carnival Corporation and Carnival plc with the SEC and how can I obtain copies?*

We file this Proxy Statement, joint Annual Reports on Form10-K, joint Quarterly Reports on Form10-Q and joint Current Reports on Form8-K with the SEC.Copies of this Proxy Statement, the Carnival Corporation & plc joint Annual Report on Form10-K for the year ended November 30, ~~2016,~~2018, as well as any joint Quarterly Reports on Form10-Q or joint Current Reports on Form8-K, as filed with the SEC can be viewed or obtainedwithout charge through the SEC’s website at www.sec.gov (under Carnival Corporation or Carnival plc) or at www.carnivalcorp.com or www.carnivalplc.com. Copies will also be provided to shareholders without charge upon written request to Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178 or Carnival plc, Carnival House, 100 Harbour Parade, Southampton, SO15 1ST, United ~~Kingdom~~Kingdom.. We encourage you to take advantage of the convenience of accessing these materials through the internet as it is simple and fast to use, saves time and money, and is environmentally friendly.

Q:	*May I propose actions for consideration at next year’s Annual Meetings?*

Carnival Corporation shareholders and Carnival plc shareholders (to the extent permitted under Carnival Corporation’s and Carnival plc’s governing documents and U.S. and UK law, as applicable) may submit proposals for consideration at future shareholder meetings, including Director nominations. In order for shareholder proposals to be considered for inclusion in our proxy statement for next year’s Annual Meetings, the written proposals must be received by our Secretary no later than the close of business October 27, 2017. Such proposals also will need to comply with SEC regulations and UK law requirements regarding the inclusion of shareholder proposals in company sponsored proxy materials. Any proposal of shareholders to be considered at next year’s meetings, but not included in our proxy statement, must be submitted no later than six weeks prior to the Annual Meetings of Shareholders or, if later, the time at which the notice of such meeting is publicly disclosed. For further information on the UK law requirements, please refer to the “~~Questions Specific to Shareholders of Carnival plc~~.”meetings.

In order for shareholder proposals to be considered for inclusion in our Proxy Statement in accordance with SEC Rule14a-8 for next year’s Annual Meetings, the written proposals must be received by our Secretary no later than the close of business November 8, 2019. Such proposals will need to comply with applicable SEC regulations regarding the inclusion of shareholder proposals in proxy materials.

Carnival Corporation’sBy-laws establish advance notice procedures with regard to shareholder proposals that are not submitted for inclusion in the Proxy Statement, but that shareholders instead wish to present directly at an Annual Meeting. To be properly brought before the Annual Meeting, a notice of the proposal must be submitted to our Secretary at our headquarters no later than six weeks prior to the Annual Meetings of Shareholders or, if later, the time at which the notice of such meeting is publicly disclosed. For shareholders of Carnival plc, the same requirements apply under UK law requirements to submit a notice of a proposal.

Q:	*May I nominate individuals to serve as Directors?*

~~You may propose Director candidates for consideration by our Board’s Nominating & Governance Committees.~~ In order to submit a nominee for election at the ~~2018~~ Annual Meetings you must provide the information required for Director nominations set forth in Carnival Corporation’s ~~by-laws.~~and Carnival plc’s governing documents in a timely manner. Specifically, under the governing documents, you must submit your ~~recommendation~~notice of nomination in writing to the attention of our Secretary at our headquarters not later than seven days nor earlier than 42 days prior to the ~~2018~~2020 Annual Meetings. ~~Any such recommendation~~

Any such notice must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents:

the name and address of the candidate;

a brief biographical description, including his or her occupation and service on boards of any public company or registered investment company for at least the last five years;

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Specific to Shareholders of Carnival Corporation~~

•

a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the factors referred to ~~below~~ in the “~~Board Structure and Committee Meetings~~—Nominations of Directors”; section; and


80				Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival Corporation

the candidate’s signed consent to serve as a Director if elected, and to be named in ~~the~~our Proxy Statement.

Shareholders may also recommend candidates for consideration by our Boards’ Nominating & Governance Committees in accordance with the procedures set forth in the “Procedures Regarding Director Candidates Recommended by Shareholders” section.

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION

~~Carnival plc shareholders should refer to the~~~~“Questions Specific to Shareholders of Carnival plc”~~ ~~beginning on page 87.~~

Q:	*What Carnival Corporation shares owned by me can be voted?*

All Carnival Corporation shares owned by you as of February ~~6, 2017,~~19, 2019, the record date, may be voted by you. These shares include those (1) held directly in your name as the shareholder of record, including shares purchased through Carnival Corporation’s Dividend Reinvestment Plan and its Employee Stock Purchase Plan and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.

held directly in your name as the shareholder of record, including shares purchased through Carnival Corporation’s Dividend Reinvestment Plan and its Employee Stock Purchase Plan; and

held for you as the beneficial owner through a stockbroker, bank or other nominee.

Q:	*Will I be asked to vote at the Carnival plc Annual General Meeting?*

No. Your vote at the Carnival Corporation Annual Meeting, for the purposes of determining the outcome of combined voting, is automatically reflected as appropriate at the parallel ~~Annual Meeting of~~ Carnival plc Annual General Meeting through the mechanism of the special voting share issued by Carnival plc.

Q:	*Why did I receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?*

Carnival Corporation is taking advantage of SEC rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders aone-page notice regarding the Internet availability of proxy materials (the “Notice of Internet Availability of Proxy Materials”) instead of a full set of proxy materials, unless they previously requested to receive printed copies. You will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all the important information contained in the proxy materials. This notice also tells you how to submit your proxy card on the Internet and how to request to receive a printed copy of the proxy materials.

Q:	*What is the difference between holding shares as a shareholder of record and as a beneficial owner?*

A:	Most of the shareholders of Carnival Corporation hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name with Carnival Corporation’s transfer agent, Computershare Investor Services LLC, you are considered, with respect to those shares, the shareholder of record, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being sent directly to you by us. As the shareholder of record,

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival Corporation

you have the right to grant your voting proxy directly to the persons named in the proxy or to vote in person at the ~~meeting.~~Annual Meeting. If you request a paper copy of the proxy materials as indicated in the notice, Carnival Corporation will provide a proxy card for you to use.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held under street name, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the ~~meeting.~~Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the ~~meeting.~~meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. If you request a paper copy of the proxy materials as indicated in the notice, your broker or nominee will provide a voting instruction card for you to use.

Q:	*How can I vote my Carnival Corporation shares in person at the meeting?*

A:	Shares held directly in your name as the shareholder of record may be voted in person at the Annual Meeting in London, United Kingdom. If you choose to do so, please bring your proxy card and proof of identification.

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held under street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please refer to the voting instructions provided by your broker or nominee.

Q:	*How can I vote my Carnival Corporation shares without attending the ~~meeting?~~Annual Meeting?*

Whether you hold shares directly as the shareholder of record or beneficially under street name, you may direct your vote without attending the ~~meeting.~~Annual Meeting. You may vote by granting a proxy or, for shares held under street name, by submitting voting instructions to your broker or nominee. For shareholders of record, you may do this by voting on the Internet or by telephone by following the instructions in the notice you received in the mail. If you received a full printed set of proxy materials in the mail, you can also vote by signing your proxy card and mailing it in the enclosed envelope. If you provided specific voting instructions, your shares will be voted as you instruct. If you submit a proxy but do not provide instructions, your shares will be voted as described below in “~~How are votes counted?~~” Where your shares are held under street name, in most instances you will be able to do this over the Internet or by telephone by following the instructions in the notice you received in the mail, or if you received a full printed set of proxy materials in the mail, by mail. Please refer to the voting instruction card included by your broker or nominee.

If you received a full printed set of proxy materials in the mail, you can also vote by signing your proxy card and mailing it in the enclosed envelope. If you provided specific voting instructions, your shares will be voted as you instruct.

If you are a record holder and submit a proxy but do not provide instructions, your shares will be voted as described below in “How are votes counted?”

Q:	*Can I change my vote?*

A:	Yes. You may change your proxy instruction at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the Annual Meeting and


82				Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival Corporation

voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares owned beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Specific to Shareholders of Carnival Corporation~~

Q:	*What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable?*

A:	It means your shares are registered differently or are in more than one account. Please follow the instructions in each notice to ensure all of your shares are voted.

Q:	Only one Notice of Internet Availability of Proxy Materials or set of printed proxy materials was delivered to my address, but there are two or more shareholders at this address. How do I request additional copies of the proxy materials?

Broadridge Financial Solutions, Inc., the entity we have retained to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to Carnival Corporation’s registered owners and the entity retained by the brokerage community to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to Carnival Corporation’s beneficial owners, has been instructed to deliver only one notice or set of printed proxy materials to multiple security holders sharing an address unless we have received contrary instructions from you or one of the other shareholders. We will promptly deliver a separate copy of the notice or set of printed proxy materials for this year’s Annual Meeting or for any future meetings to any shareholder upon written or oral request. To make such request, please contact Broadridge Financial Solutions at1-866-540-7095, or write to Broadridge Financial Solutions, Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Similarly, you may contact us through any of these methods if you receive multiple notices or sets of printed proxy materials and would prefer to receive a single copy in the future.

Q:	*Who can attend the Carnival Corporation ~~meeting?~~Annual Meeting?*

A:	All Carnival Corporation shareholders of record as of February ~~6, 2017,~~19, 2019, or their duly appointed proxies, may attend and vote at the ~~meeting.~~Annual Meeting. Each attendee may be asked to present valid government-issued picture identification, such as a driver’s license or passport.

If you hold your shares through a stockbroker or other nominee, you will need to provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or a copy of a brokerage statement showing your share ownership as of February ~~6, 2017,~~19, 2019, together with proof of identification. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

We are also offering an audio replay of the business portion of the Annual Meetings, which will be available shortly after the meetings. If you choose to listen to the replay, go to the Financial Information tab of ~~Investor Relations~~“Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and follow the instructions provided.

Q:	*What class of shares are entitled to be voted at the Carnival Corporation ~~meeting?~~Annual Meeting?*

Carnival Corporation has only one class of common stock outstanding. Each share of Carnival Corporation common stock outstanding as of the close of business on ~~January 20, 2017,~~February 19, 2019, the record date, is entitled to one vote at the Annual Meeting. As of ~~January~~February 19, ~~2017,~~2019, the record date, Carnival Corporation had ~~535,835,649~~526,957,027 shares of common stock issued and outstanding. The trust shares of beneficial interest in the P&O Princess Special Voting Trust that are paired with your shares of common stock do not give you separate voting rights.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival plc

Q:	*How are votes counted?*

You may vote “FOR,” “AGAINST” or “ABSTAIN” for each of the ~~proposals, except that in the case of Proposal 12, you may vote “1,” “2,” “3” or “ABSTAIN.”.~~proposals. If you “ABSTAIN,” it has no effect on the outcome of the votes, although abstentions will be counted for the purposes of determining if a quorum is present for joint electorate actions. If you submit a proxy ~~or broker voting instruction card~~ with no further instructions, your shares will be voted in accordance with the recommendations of the Boards of Directors.

Q:	*What happens if additional proposals are presented at the ~~meeting?~~Annual Meeting?*

Other than the proposals described in this Proxy Statement, Carnival Corporation does not expect any matters to be presented for a vote at the ~~2017~~2019 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Micky Arison, Carnival Corporation’s Chairman of the Board, and Arnaldo Perez, Carnival Corporation’s General Counsel and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is unable to accept nomination or election (which is not anticipated), the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Boards of Directors.

Q:	*Who will count the vote?*

A:	Broadridge Financial Solutions will tabulate the votes and a representative of Computershare Investor Services will act as the inspector of elections.

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC

~~Carnival Corporation shareholders should refer to “~~~~Questions Specific to Shareholders of Carnival Corporation~~~~” beginning on page 84.~~

Q:	*Who is entitled to attend and vote at the Carnival plc Annual General ~~Meeting of Carnival plc?~~Meeting?*

If you are a Carnival plc shareholder registered in the register of members of Carnival plc at 6:30 p.m. (BST) on April ~~3, 2017,~~12, 2019, you will be entitled to attend in person and vote at the Annual General Meeting to be held in the ~~United Kingdom~~UK in respect of the number of Carnival plc ordinary shares registered in your name at that time. You may also appoint a proxy to attend, speak and vote instead of you. If you are a corporation you may appoint a corporate representative to represent you and vote your shareholding in Carnival plc at the Annual General Meeting to be held in the ~~United Kingdom.~~UK. For further details regarding appointing a proxy or corporate representative, please see below.

We are also offering an audio replay of the business portions of the Annual Meetings, which will be available shortly after the meetings. If you wish to listen to the replay, go to the Financial Information tab of ~~Investor Relations~~“Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and follow the instructions provided.

Q:	*Will I be asked to vote at the Carnival Corporation Annual Meeting?*

No. Your vote at the Carnival plc Annual General Meeting, for the purposes of determining the outcome of combined voting, will automatically be reflected as appropriate at the parallel Carnival Corporation Annual Meeting ~~of Carnival Corporation~~ through the mechanism of a special voting share issued by Carnival Corporation.

~~Carnival Corporation & plc 2017 Proxy Statement~~

~~QUESTIONS AND ANSWERS~~

~~Questions Specific to Shareholders of Carnival plc~~

Q:	*How do I vote my Carnival plc shares without attending the Annual General Meeting?*

A:	You may vote your Carnival plc shares at the Annual General Meeting by completing and signing the enclosed form of proxy in accordance with the instructions set out on the form and returning it


84				Carnival Corporation & plc 2019 Proxy Statement

QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival plc

as soon as possible, but in any event so as to be received by Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing ~~West Sussex~~ BN99 6DA, by not later than 9:30 a.m. (BST) on April ~~3, 2017.~~12, 2019. Alternatively, a proxy vote may be submitted via the internet in accordance with the instructions set out in the proxy form. It is also possible to appoint a proxy via the CREST system (please see the Carnival plc Notice of Annual General Meeting for further details). Voting by proxy does not preclude you from attending the Annual General Meeting and voting in person should you wish to do so.

If you are a corporation, you can vote your Carnival plc shares at the Annual General Meeting by appointing one or more corporate representatives. You are strongly encouraged topre-register your corporate representative to make registration on the day of the Annual General Meeting more efficient. In order topre-register you would need to email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at ~~proxy.vote@equiniti.com.~~proxyvotes@equiniti.com.

Corporate representatives themselves are urged to arrive at least two hours before commencement of the Annual General Meeting to assist Carnival plc’s registrars with the appropriate registration formalities. Whether or not you intend to appoint a corporate representative, you are strongly encouraged to return the enclosed form of proxy to Carnival plc’s registrars.

Q:	*Can I change my vote given by proxy or by my corporate representative?*

Yes. You may change your proxy vote by either (1) completing, signing and dating a new form of proxy in accordance with its instructions and returning it to Carnival plc’s registrars by no later than 9:30 a.m. (BST) on April ~~3, 2017,~~12, 2019, or (2) attending and voting in person at the Annual General Meeting. If you do not attend and vote in person at the Annual General Meeting and wish to revoke the appointment of your proxy or corporate representative, you must do so by delivering a notice of such revocation to Carnival plc’s registrars at least three hours before the start of the Annual General Meeting.

Q:	*What class of shares are entitled to be voted at the Carnival plc Annual General Meeting?*

Carnival plc has only one class of ordinary shares in issue. Each Carnival plc ordinary share in issue as of the close of business on April ~~3, 2017,~~12, 2019, is entitled to one vote at the Annual General Meeting. As of ~~January~~February 19, ~~2017,~~2019, Carnival plc had ~~216,038,487~~190,174,517 ordinary shares in issue. However, the ~~26,016,594~~25,666,636 Carnival plc ordinary shares directly or indirectly held by Carnival Corporation have no voting rights (in accordance with the Articles of Association of Carnival plc). As a result, as of ~~January~~February 19, ~~2017,~~2019, the total voting rights in Carnival plc were ~~190,021,893~~164,507,881 ordinary shares.

Q:	*How are votes counted?*

You may vote “FOR,” “AGAINST” or “ABSTAIN” your vote for each of the ~~resolutions, except that in the case of Proposal 12, you may vote “1,” “2, “3” or “ABSTAIN.”~~resolutions. If you “ABSTAIN,” it has no effect on the outcome of the votes, although abstentions will be counted for the purposes of determining if a quorum is present for joint electorate actions.

Carnival Corporation & plc ~~2017~~2019 Proxy Statement

~~ANNEX A~~


	85

ANNEX A

CARNIVAL PLC DIRECTORS’ REPORT

Directors’ Report

Carnival plc and Carnival Corporation are separate legal entities (together referred to ~~in this report~~ as “Carnival Corporation & plc”) and each company has its own Board of Directors and Committees of the Board. However, as is required by the agreements governing the dual listed company (“DLC”) arrangement, there is a single senior management team and the Boards of Directors and members of the Committees of the Boards are identical. ~~The~~This Directors’ Report has been prepared and presented in accordance with and in reliance upon UK company law and, accordingly, the liabilities of the Directors in connection with ~~the~~this Directors’ Report shall be subject to the limitations and restrictions provided by such law.

In accordance with the UK Financial Conduct Authority’s Listing Rules, the information to be included in the Annual Report and Accounts, where applicable, under Listing Rule 9.8.4, is set out in this Directors’ Report, with the exception of the details regarding interest capitalized, which are set out in the Carnival plc consolidated IFRS financial statements, and the details of long-term incentive schemes, which are set out in the Carnival plc Directors’ Remuneration Report.

Future developments of the business and business model of Carnival Corporation & plc can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements under the following sections, respectively: ~~2.A.II~~1.A.II Visions, Goals and Related Strategies and ~~2.C.~~1.C. Our Global Cruise Business.

~~Post balance sheet events, including share repurchases~~ The financial risk management objectives and ~~ship construction contracts,~~policies and exposure to foreign currency risk, fair value risk, cash flow interest rate risk and liquidity risk can be found in ~~Notes 17 and 22, respectively, of the Carnival plc consolidated IFRS financial statements.~~Note 23.

Dividends

During the year ended November 30, ~~2016,~~2018, Carnival plc paid four regular quarterly dividends totaling ~~$1.30~~$1.90 per ordinary share ~~(2015—~~(2017—$~~1.05)~~1.55). In January ~~2017,~~2019, the Boards of Directors declared a quarterly dividend of ~~$0.35~~$0.50 per share. For this quarterly dividend, the Boards of Directors approved a record date of February ~~24, 2017,~~22, 2019, and a payment date of March ~~17, 2017.~~15, 2019.

Although dividends are declared in U.S. dollars, they are paid in sterling to the holders of ordinary shares in Carnival plc unless they elect to receive their dividends in U.S. dollars. Dividends payable in sterling are converted from U.S. dollars into sterling at the U.S. dollar to sterling exchange rate quoted by ~~the Bank of England~~Bloomberg in London at 12:00 p.m. on the next combined U.S. and UK business day that follows the quarter end.

Holders of the Carnival plc’s American Depositary Shares are paid their dividend in U.S. dollars.

Since January 2004, ~~Bedell~~Ocorian Trustees (Jersey) Limited, as trustee of the P&O Princess Cruises Employee Benefit Trust, holds shares to satisfy ~~awards granted~~grants made under ~~the~~ Carnival plc ~~2005~~2014 Employee Share Plan. The trustee has waived its right to all dividends payable by Carnival plc. Dividends paid during fiscal ~~2016~~2018 over which rights were waived amounted to ~~$198,817.~~$405,789.

Share Capital and Control

Changes in the share capital of Carnival plc during fiscal ~~2016~~2018 are given in Note 16 to the Carnival plc consolidated IFRS financial statements.

~~Carnival plc Directors’ Report~~

~~A-1~~

~~ANNEX A~~

The share capital of Carnival plc at January ~~19, 2017~~17, 2019 includes two allotted and issued subscriber shares of £1 each, 50,000 allotted but unissued redeemable preference shares of £1 each, one allotted

Carnival plc Directors’ Report

A-1

ANNEX A

and issued special voting share of £1 and ~~216,038,487~~191,875,647 allotted and issued ordinary shares of $1.66 each. The subscriber shares carry no voting rights and no right to receive any dividend or any amount paid on a return of capital. The redeemable preference shares carry no voting rights, but are entitled to payment of a cumulative preferential fixed dividend of 8eight percent per annum on the amount paid up on each such share that is in issue. On a return of capital on a winding up or otherwise, the redeemable preference shares rank behind the ordinary shares but ahead of any other class of shares, and are entitled to receive payment of the amount paid up or credited as paid up on each such share. Redeemable preference shares which are fully paid may be redeemed at any time at the election of the holder or of the company, in which case the amount payable on redemption is the amount credited as paid up on each share which is redeemed, together with all arrears and accruals of the preferential dividend.

Details of ~~options over ordinary shares and~~ restricted stock units granted to employees are given in Note 2019 to the Carnival plc consolidated IFRS financial statements.

The Articles of Association of Carnival plc contain provisions which, in certain circumstances, would have the effect of preventing a shareholder (or a group of shareholders acting in concert) from holding or exercising the voting rights attributable to shares in Carnival plc which are acquired by them. These provisions would have effect if a shareholder (or a group of shareholders acting in concert) were to acquire ordinary shares in Carnival plc with the result that the total voting rights exercisable by that shareholder or group of shareholders on matters put to a vote as joint electorate actions under the DLC arrangement would exceed 30 percent of the total voting rights exercisable in respect of any joint electorate action. They would also have effect if a shareholder (or group of shareholders acting in concert) already holding between 30 percent and 50 percent of the total voting rights exercisable in respect of any joint electorate action were to acquire shares in Carnival plc and thereby increase the percentage of voting rights so held. In each such case, the percentage of voting rights held is determined after taking into account voting rights attributable to shares of Carnival Corporation common stock held by such shareholder (or group of shareholders) and also taking into account the effect of the equalization ratio which gives effect to common voting by the shareholders of Carnival plc and Carnival Corporation on joint electorate actions under the DLC arrangement.

Under the relevant provisions of the Articles of Association of Carnival plc (articles 277 to 287) shares which are acquired by a person and which trigger the thresholds referred to in the foregoing paragraph may be sold at the direction of the Board, and the proceeds remitted to the acquiring shareholder, net of any costs incurred by Carnival plc. Pending such sale any dividends paid in respect of such shares would be paid to a charitable trust, and the trustee of such trust would be entitled to exercise the voting rights attaching to the shares.

The restrictions summarized in the preceding paragraphs would not apply in the case of an acquisition of shares that is made in conjunction with a takeover offer for Carnival plc, which is announced in accordance with the City Code on Takeovers and Mergers, for so long as that offer has not lapsed or been withdrawn. However, if such a takeover offer is not made, or lapses or is withdrawn, the restrictions will apply in respect of any acquired shares.

The foregoing is a summary only of the relevant provisions of the Articles of Association of Carnival plc, and for a complete understanding of their effect, shareholders are recommended to refer to the Articles of Association themselves. A copy of the Articles of Association of Carnival plc is available at Carnival plc’s website at www.carnivalplc.com or upon request from the Company Secretary, 3655 N.W. 87^th Avenue, Miami, Florida 33178, United States of America.

~~A-2~~

~~Carnival plc Directors’ Report~~

~~ANNEX A~~

There is one significant agreement to which Carnival plc is a party, which may be altered or terminated in the event of a change of control. This is the Amendment and Restatement Agreement dated June 16, 2014 in respect of the Facilities Agreement dated May 18, 2011, as further amended and


A-2				Carnival plc Directors’ Report

ANNEX A

extended from time to time, by and among Carnival Corporation, Carnival plc, Bank of America Merrill Lynch International Limited, and various other lenders, which provides for approximately $1.9 billion,€500 million and £169 million revolving credit facilities and which may, under certain circumstances, be cancelled upon a change of control of Carnival plc, other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them.

Articles of Association

The Articles of Association of Carnival plc may be amended by the passing of a special resolution of the shareholders. In common with many other corporate actions that might be undertaken by Carnival plc, such a resolution would be proposed as a joint electorate action on which the shareholders of Carnival plc and of Carnival Corporation effectively vote as a single unified body, as contemplated by the DLC arrangement.

Purchase of Own Shares

The Boards of Directors have authorized the repurchase of up to an aggregate of ~~$1.1~~$1.0 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). At January ~~19, 2017,~~17, 2019, the availability under the Repurchase Program was ~~$389.3~~$543 million. The Repurchase Program does not have an expiration date and may be discontinued by the Boards of Directors at any time.

In addition to the Repurchase Program, the Boards of Directors have authorized the repurchase of up to 22 million Carnival plc ordinary shares and up to 26.9 million shares of Carnival Corporation common stock under the Stock Swap programs described in the Carnival Corporation & plc 2018 joint Annual Report on Form10-K.

Shareholder approval is not required to buy back shares of Carnival Corporation, but is required under the Companies Act ~~2006~~ to buy back shares of Carnival plc. At the Annual General Meetings held on April ~~14, 2016,~~11, 2018, the authority for Carnival plc to buy back its own shares was approved. This authority enabled Carnival plc to buy back up to ~~21,645,614~~20,934,527 ordinary shares of Carnival plc (being approximately 10 percent of Carnival plc’s ordinary shares in issue). Under ~~the Repurchase Program, 919,824~~that authority, 14,664,377 Carnival plc ordinary shares have been purchased through January ~~19, 2017.~~ 17, 2019. That approval expires on the earlier of:

the conclusion of Carnival plc’s 2019 Annual General Meeting; or

October 10, 2019.

Carnival Corporation & plc treats any such repurchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program and the Stock Swap Programs as if they were made by Carnival plc under the Carnival plc buy back authority. ~~That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2017 Annual General Meeting or (ii) October 4, 2017.~~

Directors

The names of all persons who served as Directors of Carnival Corporation and Carnival plc during fiscal ~~2016~~2018 and biographical notes about each of the Directors are contained in the Proxy Statement.

Details of the Directors’ membership on Board Committees are set out in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement.

As of the date of this ~~report, 30%~~Directors’ Report, 33% of the members of the Boards are women (being ~~three~~four of ~~ten~~12 members).

Upon becoming a member of the Board of Directors of Carnival plc, each new Director participates in an induction process, which includes a meeting with all of the current Directors, provision of an ~~induction pack, site visits and meetings with senior and operational management teams. The Directors~~

Carnival plc Directors’ Report

A-3

ANNEX A

induction pack, site visits and meetings with senior and operational management teams. The Directors update their skills, knowledge and familiarity with Carnival plc by attending appropriate external seminars and training courses, meeting with senior management and visiting regional and divisional operating offices.

The appointment and replacement of Directors of Carnival plc is governed by the provisions of the Articles of Association of Carnival plc and also by the provisions of the Equalization and Governance Agreement entered into on April 17, 2003 on the establishment of the DLC arrangement. The Articles of Association and the Equalization and Governance Agreement require that the Boards of Directors of Carnival plc and Carnival Corporation be comprised of exactly the same individuals.

The business of Carnival plc is managed by the Board of Directors, which may exercise all the powers of Carnival plc, including, without limitation, the power to dispose of all or any part of the company’s assets, to borrow money, to mortgage or pledge any of its assets and to issue debentures and other securities.

Details of the Directors’ remuneration and their interests in the shares of Carnival Corporation and Carnival plc are set out in Part II of the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement.

Substantial Shareholdings

As of November 30, ~~2016,~~2018, Carnival plc has been notified of material interests of 3three percent or more in Carnival plc’s total voting rights as follows:


Shareholder	Number of shares			Percentage of voting rights			Number of shares			Percentage of voting rights

Barclays plc		6,454,915	⁽¹⁾		3.4	%		6,454,915	⁽¹⁾		3.8

Black Rock Inc.		18,051,964	⁽²⁾		9.5	%		15,323,044	⁽²⁾		9.1
M&G Group plc		6,247,496			3.3	%
Standard Life Investments		7,350,365			3.9	%

Causeway Capital Management LLC								10,047,568			5.9

(1)	Affiliates of Barclays plc have an interest in these shares.

(2)	Affiliates of Black Rock Inc. have an interest in these shares.

Carnival plc has not been notified of any changes between December 1, ~~2016~~2018 and January ~~19, 2017.~~17, 2019.

Carnival Corporation and Carnival Investments Limited are the holders of an aggregate of ~~26,016,594~~25,666,636 Carnival plc ordinary shares as atof January ~~19, 2017.~~17, 2019. These shares carry no voting rights or rights on liquidation unless Carnival Corporation owns over 90 percent of all the Carnival plc ordinary shares. Accordingly, the details of voting rights given in the preceding table take account of the absence of voting rights carried by these shares.

Except for the above, no person has disclosed relevant information to Carnival plc pursuant to rule 5 of the Disclosure Guidance and Transparency Rules.

Corporate Governance and Directors’ Remuneration

A report on corporate governance and compliance with the UK Corporate Governance Code is contained in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. Part I of the Carnival plc Directors’ Remuneration Report is included in the Proxy Statement and Part II of the Carnival plc Directors’ Remuneration Report is attached as Annex B to the Proxy Statement.

A-4

Carnival plc Directors’ Report

ANNEX A

Corporate and Social Responsibility

Health, environmental, safety and security

The Boards of Directors of Carnival Corporation & plc established Board-level Health, Environmental, Safety & Security (“HESS”) Committees comprised of four independent Directors. The principal function of the HESS Committees is to to:

assist the Boards in fulfilling their responsibility to supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability-related policies, programs, initiatives at sea and ~~ashore,~~ashore; and ~~compliance~~

comply with related legal and regulatory ~~requirements.~~ requirements relating to health, environmental, safety, security and sustainability.

The HESS Committees and our management team review all significant risks or exposures and associated mitigating actions. Each of the Chief Executive Officers of our brands attends the meetings of the HESS Committees.

Carnival Corporation & plc recognizes ~~its~~our responsibility to provide industry leadership and to conduct our business as a responsible global citizen. Our corporate leadership is manifested in our Code of Business Conduct and Ethics, which requires that every employee and member of the Boards use sound judgment, maintain high ethical standards and demonstrate honesty in all business dealings. As a responsible global citizen, Carnival Corporation & plc is committed to achieving and maintaining the highest standards of professional and ethical conduct.

In addition, Carnival Corporation & plc’s HESS ~~policy~~Policy describes our commitments to:

~~Protecting~~protecting the health, safety and security of our passengers, guests, employees and all others working on our behalf, ~~of Carnival Corporation & plc,~~ thereby promoting an organization that isstrives to be free of injuries, illness and loss;

~~Protecting~~protecting the environment, including the marine environment in which our vessels sail and the communities in which we operate, ~~minimizing~~striving to prevent adverse environmental consequences and using resources efficiently and sustainably;

~~Fully~~ complying with or exceeding all legal and statutory requirements related to health, environment, safety, security and sustainability throughout our business activities; and

~~Assigning~~assigning health, environment, safety, security and sustainability matters the same priority as other critical business matters.

The HESS Policy is published on the Carnival Corporation & plc website at www.carnivalcorp.com or www.carnivalplc.com.

The Boards recognize that Carnival Corporation & plc needs to ensure that there is a consistent standard of operation throughout ~~its~~their fleet in keeping with ~~its~~their leading position in the cruise industry. In this regard, the Carnival Corporation & plc Maritime ~~Policy & Analysis~~Operations Department is headed by a Chief Maritime Officer, with a full-time professional and administrative staff, and is responsible for providing a common, integrated approach to management of HESS matters and for reporting to the HESS Committees on such matters. The Chief Maritime Officer reports to the Chief Executive Officer and to the ~~Chairman~~Chair of the HESS Committees.

~~The principal activities of the Maritime Policy & Analysis Department include establishing HESS Policy, standards and procedures, and measuring and reporting on HESS-related performance.~~

~~The Carnival Corporation & plc~~ Risk Advisory & Assurance Services (“RAAS”) ~~Department~~is Carnival Corporation & plc’s internal audit department and is headed by the Chief Audit Officer, who reports directly to the Chairs of the Audit and HESS Committees. The Chief Audit Officer also has a “dotted” reporting line to the General Counsel. ~~The~~ RAAS ~~Department~~ conducts annual HESS audits of each brand’s head office and of each ship in our fleet. These audits are in addition to the audits performed by external third-party certification and regulatory auditors.

Carnival plc Directors’ Report

A-5

ANNEX A

Each RAAS ~~Department~~ HESS audit is organized and planned to:

~~Verify~~verify compliance with applicable rules, corporate standards, brand policies and procedures, regulations, codes and guidance directly involved in the safe conduct of ship operations;

~~Verify~~verify the effectiveness and efficiency of the shipboard and shore-side HESS management systems; and

~~Identify~~identify opportunities for continuous improvement.

Carnival Corporation & plc has long been committed to operating responsibly. We believe that sustainability is about preserving our environment, respecting our employees and the communities where we do business and returning value to our shareholders. We voluntarily publish Sustainability Reports that address governance, stakeholder engagement, environmental, labor, human rights, society, product responsibility, economic and other sustainability-related issues and performance indicators. These reports, which can be viewed at ~~www.carnivalcorp.com and www.carnivalplc.com,~~www.carnivalsustainability.com, are developed in accordance with the Sustainability Reporting Guidelines established by the Global Reporting Initiative, the global standard for reporting on environmental, social and governance policies, practices and performance.

As part of our sustainability strategy, we have voluntarily reported our carbon footprint via the CDP (formerly, the Carbon Disclosure Project) each year since ~~2007.~~2006. The CDP rates companies on the depth and scope of their disclosures and the quality of their reporting. We have developed a greenhouse gas inventory management plan in 2010 in accordance with the requirements of International Organization for Standardization (“ISO”)14064-1:2006 standard and The Greenhouse Gas Protocol. Our submission ~~included~~includes details of our most recently compiled emissions data and reduction efforts, along with ~~our completion~~the results of an independent, third-party verification of our greenhouse gas emissions inventory. We also disclose our water stewardship through the CDP water program.

~~All of our brands’~~Carnival Corporation & plc’s environmental management ~~systems are~~system is certified in accordance with the ISO ~~14001~~14001:2015 Environmental Management System standard. The ISO, an international standard-setting body, produces worldwide industrial and commercial standards. ISO 14001 standard, the environmental management standard that was developed to help organizations manage the environmental impacts of their processes, products and services, presents a structured approach to setting environmental objectives and targets. It provides a framework for any organization to apply these broad conceptual tools to their own processes.

We are committed to reducing our air emissions and improving air quality by evaluating ~~new~~established and ~~established~~new technology solutions. Liquefied natural gas is one of the solutions we are working to implement across our fleet both in port and at sea due to its reduced carbon profile and cleaner emissions.

We continue our partnership with The Nature Conservancy, one of the world’s leading conservation ~~organizations. We are leveraging our~~organizations, working across all sectors of industry and society to help advance its mission to protect the natural world and develop relationships that best align to produce clear conservation benefits with lasting, measurable outcomes. Our partnership inis supporting their ~~efforts to restore~~Mapping Ocean Wealth program, which creates maps that show the extent and distribution of benefits that habitats like coral reefs ~~protect marine ecosystems~~ and ~~promote natural systems to help reduce the impact of storms~~mangroves provide, including fish production, flood mitigation, erosion control and ~~rising sea levels in coastal communities.~~recreation.

A-6

Carnival plc Directors’ Report

ANNEX A

We ~~have developed a set of~~are tracking our progress against our 2020 sustainability goals, ~~reinforcing~~which reinforce our commitment to the environment, our guests, our employees and the communities in which we operate. ~~Our ten goals listed below~~We are ~~aimed at reducing our environmental footprint while enhancing~~pleased to share that through the ~~health, safety and security~~commitment of our ~~guests~~dedicated and ~~crew members,~~diverse workforce, we reached our carbon reduction goal ahead of schedule and ~~ensuring~~are determining our next target. We are currently defining our sustainability strategy beyond 2020 and are using the United Nations’ 2030 sustainable ~~business practices across our brands and business partners:~~development goals as a framework.


Environmental Goals		• Reduce intensity of carbon dioxide equivalent (“CO₂e”) emissions from operations by 25% by 2020 relative to our 2005 baseline • Continue to improve the quality of our emissions into the air by developing, deploying and operating ~~exhaust gas cleaning~~advanced air quality systems across our fleet • Increase usage ofship-to-shore power connection capabilities • Increase Advanced Wastewater Purification Systems coverage of our ~~fleet capacity~~fleet-capacity by 10 percentage points by 2020 relative to our 2014 baseline • Continue to improve our shipboard operations’ water use efficiency by 5% by 2020 relative to our 2010 baseline • Continue to reduce waste generated by our shipboard operations by 5% by 2020 relative to our 2010 baseline, as measured by kilograms ofnon-recycled waste per person per day
Health, Safety and Security Goal		• Continue to build on our commitment to protect the health, safety and security of guests, employees and all others working on our ~~behalf.~~behalf
~~Sustainable Workforce~~ Labor and ~~Community~~ Social Goals		• Continue to build a diverse and inclusive workforce and provide all employees with a positive work environment and opportunities to build a rewarding career to further drive employee engagement • Further develop and implement vendor assurance procedures ensuring compliance with Carnival Corporation & plc’s Business Partner Code of Conduct and Ethics • Continue to work on initiatives and partnerships that support and sponsor a broad range of organizations for the benefit of the communities where we operate

Our ship fuel consumption and emission rates and our total ship fuel greenhouse gas emissions are as follows:

Measure

Units

2016

2015

Units

2018

2017

Total ship fuel greenhouse gas emissions (in millions)

Tonnes CO₂e

⁽¹⁾

10.2

10.1

Tonnes CO₂e

⁽¹⁾

10.4

Ship fuel greenhouse gas emission rate

Grams CO₂e/ALB-KM

⁽²⁾

261

266

Grams CO₂e/ALB-KM

⁽²⁾

251

256

(1)

Greenhouse gas emission data collection and calculations were performed in accordance with our greenhouse gas inventory management ~~plan. The~~plan, the Greenhouse Gas Protocol and ISO14064-3:2006 standard. Ship fuel emissions represent over 95% of the combined scope 1 emissions (direct emissions from sources that are owned or controlled by Carnival Corporation & plc) and scope 2 emissions (indirect emissions from the consumption of purchased electricity, heat or steam).

(2)

We measure and report the ship fuel greenhouse gas emission rate in terms of grams of CO₂e per available lower berth kilometer(“ALB-KM”). This indicator enables us to make meaningful greenhouse gas emission reduction comparisons that take into account changes in fleet size, itineraries and passenger capacity.

Further details of matters related to health, environmental, safety, security and sustainability reporting and community relations at Carnival Corporation & plc are available in the ~~Sustainability~~“Sustainability” section of the Carnival Corporation & plc website at www.carnivalcorp.com or ~~www.carnivalplc.com.~~www.carnivalplc.com and our sustainability website at www.carnivalsustainability.com.

Carnival plc Directors’ Report

A-7

ANNEX A

Employees

Carnival Corporation & plc own and operate a portfolio of ~~cruise~~ brands in North America, Europe, Australia and Asia comprised of nine cruise lines: Carnival Cruise Line, ~~Fathom,~~ Holland America Line, Princess Cruises, Seabourn, AIDA Cruises, Costa Cruises, Cunard, P&O Cruises (Australia) and P&O Cruises (UK). Our corporate office and individual brands employ a variety of methods, such as intranet sites, management briefings, newsletters and reward programs to encourage employee involvement and to keep employees informed of the performance, development and progress of Carnival Corporation & plc.

We believe that diversity and inclusion issues, such as the attraction, retention, development and promotion of women and people of color, are not only important topics in corporations and boardrooms world-wide, they are issues critically important to sustaining the success of our business. For years, we have partnered with organizations focused on improving the diversity and inclusiveness of work places and by extension, society in general. We strive to achieve greater performance through capturing the power of employee diversity across all elements such as race, ethnicity, gender and sexual orientation. Accordingly, our President and Chief Executive Officer has committed to Catalyst’s “Catalyst CEO Champions for Change” initiative to support the advancement of women’s leadership and diversity in the workplace and the Executive Leadership Council’s “CEO Action for Diversity and Inclusion” initiative to support and encourage diversity in the workplace.

Senior employees within Carnival Corporation & plc are eligible to participate in either the Carnival plc 2014 Employee Share Plan or the Carnival Corporation 2011 Stock Plan, further details of which are provided in Carnival plc’s Directors’ Remuneration Report attached as Annex B to the Proxy Statement. These plans reinforce the philosophy of encouraging senior employees to contribute directly to the achievement of Carnival Corporation & plc’s goals and of rewarding individual and collective success.

It is the policy of Carnival Corporation & plc that disabled persons should receive full and fair consideration for all job vacancies for which they are suitable applicants. Training and career development is encouraged for all employees. It is the policy of Carnival Corporation & plc to seek to retain employees who become disabled while in ~~its~~their service whenever possible and to provide specialist training, where appropriate.

Information regarding gender mix can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements.

Political Contributions

Carnival plc did not make any political contributions to any ~~European Union (“EU”)~~ political organization during the year ended November 30, ~~2016 (2015—~~2018 (2017—nil). Carnival plc’s subsidiaries made political contributions to organizations outside the EUEuropean Union of ~~nil (2015—~~$0.3 million (2017—$~~0.4 million)~~0.1m).

Directors’ Statement as to Disclosure of Information to Auditors

Each Director is satisfied that, as far as he or she is aware, the auditors are aware of all information relevant to the audit of Carnival plc’s consolidated IFRS financial statements for the year ended November 30, ~~2016~~2018 and that he or she has taken all steps that ought to have been taken by him or her as a Director in order to make the auditors aware of any relevant audit information and to establish that Carnival plc’s auditors are aware of that information.

Corporate Governance Statement

The corporate governance statement, prepared in accordance with rule 7.2 of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook, can be found in the Carnival plc


A-8				Carnival plc Directors’ Report

ANNEX A

Corporate Governance Report attached as Annex C to the Proxy Statement. The Carnival plc Corporate Governance Report forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference.

Letters to Shareholders

The Chief Executive Officer’s Letter to Shareholders, which can be found in the Carnival plc Strategic Report, forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference.

~~A-8~~

~~Carnival plc Directors’ Report~~

~~ANNEX A~~

Independent Auditors

The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they bere-appointed will be proposed at the ~~2017~~2019 Annual General Meeting.

~~By order of the Board~~

~~Arnaldo Perez~~

~~Company Secretary~~

~~January 30, 2017~~

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report, the Carnival plc Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the group and ~~parent~~ company financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the ~~EU (“IFRS”).~~European Union. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of Carnival plc and the Carnival plc group and of the ~~Statements of Income~~net income of the Carnival plc group for that period.

In preparing the financial statements the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether applicable IFRSs have been followed for the group and company financial statements, subject to any material departures disclosed and explained in the financial statements; and

prepare the group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain Carnival plc’s transactions and disclose with reasonable accuracy at any time the financial position of Carnival plc and the Carnival plc group and to enable them to ensure that the financial statements and the Carnival plc Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Carnival plc consolidated IFRS financial statements, Article 4 of the IAS Regulation.

~~They~~The Directors are also responsible for safeguarding the assets of Carnival plc and the Carnival plc group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the Directors, whose names and functions are listed in the Proxy Statement, confirms that, to the best of his or her knowledge:

the Carnival plc group and company financial statements, which have been prepared in accordance with IFRSs give a true and fair view of the assets, liabilities, financial position and net income of the Carnival plc ~~group;~~group and company; and

Carnival plc Directors’ Report

A-9

ANNEX A

the Carnival plc Directors’ Report ~~contained in~~attached as Annex A to the Proxy Statement and the Carnival plc Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements includes a fair view of the development and performance of the business and the position of the Carnival plc group and company, together with a description of the principal risks and uncertainties that it ~~faces; and~~faces.

The Directors consider that the Annual Report and Accounts taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders of Carnival plc to assess ~~Carnival plc’s~~the position and performance, business model and ~~strategy.~~

~~By order~~strategy of the Carnival plc group and company.

This Directors’ Report was approved by the Board of Directors and is signed on its behalf by

LOGO

Arnaldo Perez

Company Secretary

January ~~30, 2017~~28, 2019

Carnival plc

Incorporated and registered in England and Wales under number 4039524

A-10

Carnival plc Directors’ Report

ANNEX B

CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT -
PART II

Certain information required to be included in the Carnival plc Directors’ Remuneration Report is set forth in Part I (which is also known as the Compensation Discussion and Analysis) and in the ~~Executive Compensation section~~“Director Compensation” and “Compensation Tables” sections of the Notice of Annual Meetings and Proxy Statement to which this Report is annexed (the “Proxy Statement”). The Compensation Discussion and Analysis and the relevant parts of the Proxy Statement should be read in conjunction with this Part II.

As explained in Part I, Parts I and II of ~~this report~~the Carnival plc Directors’ Remuneration Report form part of the Carnival plc Annual Report ~~of Carnival plc~~ for the year ended November 30, ~~2016.~~2018. Carnival plc and Carnival Corporation are separate legal entities (together referred to ~~in this Report~~ as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as required by the agreements governing the dual listed company (“DLC”) arrangement, there is a single management team and the Boards of Directors and members of the Committees of the Boards are identical. Accordingly, consistent with prior years, we have included remuneration paid by Carnival Corporation and Carnival plc in the Carnival plc Directors’ Remuneration Report. The Directors are primarily paid by Carnival Corporation as part of the DLC arrangement.

Both Parts I and II of ~~this~~the Carnival plc Directors’ Remuneration Report are in compliance with Schedule 8 of the Large andMedium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”) and the UK Corporate Governance Code published by the UK Financial Reporting Council in April 2016 (the “Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority.

Section A is the Implementation Section, which contains the disclosures in respect of the actual pay outcomes for fiscal 2016. Section B contains the Directors’ Remuneration Policy, which is subject to a binding vote at the 2017 Annual General Meeting and will, if approved, take effect from April 5, 2017.

1.	Statement by Randall J. Weisenburger, ~~Chairman~~Chair of the Compensation Committees

The major decisions on Directors’ remuneration and the changes on Directors’ remuneration during the year (and the context for these decisions and changes) are summarized in the ~~Executive Summary~~“Executive Summary” section in Part I of ~~this~~the Carnival plc Directors’ Remuneration Report.

~~Section A: Implementation Section~~

2.	Implementation Section ~~(not audited)~~

2.1

Implementation of Approved Policy

The Directors’ Remuneration Policy (the ~~“2014~~“2017 Policy”) was approved by the Carnival Corporation and Carnival plc shareholders at the Annual General Meeting held in April ~~2014.~~2017. The ~~2014~~2017 Policy will be operated by Carnival Corporation & plc until a new Directors’ Remuneration Policy ~~which~~ is ~~being~~ submitted for shareholder approval, which is expected to be proposed no later than at the ~~2017~~2020 Annual General ~~Meeting, is approved (the “2017 Policy”).~~Meeting. The ~~2014~~2017 Policy is included within Annex B of the ~~2014~~2017 Notice of Annual ~~Meeting~~Meetings and Proxy Statement, which is available on our website at www.carnivalcorp.com or www.carnivalplc.com. ~~The proposed 2017 Policy is set forth below in Section B.~~

The Compensation Committees have regard to the UK Corporate Governance Code and are satisfied that ~~both~~ the ~~2014 Policy and the proposed~~ 2017 Policy ~~support~~supports the long-term success of Carnival Corporation & plc and include due regard to corporate and social responsibility issues and to managing risk within the group.

Carnival plc Directors’ Remuneration Report – Part II

B-1

~~Annex~~ANNEX B

During the year, the following actions were taken for ~~2016~~2018 or anticipated for fiscal ~~2017~~2019 when implementing the ~~2014 Policy or~~ 2017 ~~Policy, if approved:~~Policy:

Executive Directors

Base salary

Annual salaries (not audited)

Annual salary levels as at December 1, ~~2016~~2018 were:

• Mr. Donald – $1,500,000

• Mr. Arison – $1,000,000

No increase was made to ~~Mr.~~Messrs. Donald’s or ~~Mr.~~ Arison’s salary for fiscal 2016. Mr. Donald’s salary changed for fiscal 2017 from $1,000,000 for fiscal 2016 to bring his base salary up from a relatively low base salary to a broadly median salary position and recognize his proven performance since being appointed over three years ago.2019.

Details of the companies considered as comparators for the market competitive reviews described above are set out in Part I.

Annual Bonus

Fiscal ~~2016~~2018 Annual Bonus (audited)

The annual bonus program is referred to as the Management Incentive Plan. Details of the performance measures and targets for Mr. Donald’s annual bonus in respect of fiscal ~~2016~~2018 are included in Part I. As in previous years, the selected performance measure was Corporation Operating Income and application of this measure in accordance with the ~~policy~~2018 Policy focuses Mr. Donald on achieving appropriate performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures.

Mr. Arison does not participate in our performance-based annual bonus program.

Annual bonus for Executive Directors who served throughout fiscal ~~2016~~2018 were as follows:

• Mr. Donald – ~~$4,041,250~~$4,689,000 representing a bonus outcome of ~~152.5%~~156.3% of target

• Mr. Arison – Nil

This outcome did not involve the exercise of any discretionary adjustments (up or down) to ~~the~~Mr. Donald’s individual annual bonus ~~amounts.~~amount.

Additionally, Mr. Donald is eligible, depending on service, to participate in anall-employee profit sharing arrangement as further detailed in the section on pensions below.

Fiscal ~~2017~~2019 Annual Bonus – Performance measures and targets (not audited)

For fiscal ~~2017,~~2019, the key performance measure will again be Corporation Operating Income.

B-2

Carnival plc Directors’ Remuneration Report – Part II

~~Annex~~ANNEX B

Full details of the process for setting the Corporation Operating Income Target for fiscal ~~2017~~2019 and of how achievement of Corporation Operating Income in relation to that target can produce bonus outcomes is set out in Part I.

The Corporation Operating Income Target for fiscal ~~2017~~2019 will be disclosed at the end of the performance period, as it is strategic and commercially sensitive to disclose at this time.

For fiscal ~~2017,~~2019, Mr. Donald’s target bonus isremained unchanged at $3,000,000 (with the maximum possible bonus being 200% of this level). His target bonus level, which had been unchanged for the last three years at $2,650,000, has been increased for fiscal 2017 to an appropriate market level and has increased at a lower rate than his salary increase.

Mr. Arison does not participate in our performance-based annual bonus program.

As reported in Part I, the annual bonus program includes clawback features that will require participants to reimburse us for all or a portion of payments received under the program in the case of a participant’s wrongdoing that results in a material restatement of our financial statements.

Long-Term Incentive Compensation

Long-Term Incentive Compensation in Fiscal ~~2016~~2018 (audited)

Descriptions of the share grants made to Mr. Donald during fiscal ~~2016~~2018 and their vesting conditions are set out in Part I. The share grants made to Mr. Donald during fiscal ~~2016~~2018 are disclosed in ~~Section 4.2 below,~~“Share Plan Grants Made to Directors in Fiscal 2018” tablebelow, which is audited. No share grants were made to Mr. Arison in fiscal ~~2016.~~

~~Within the 2014 Policy, a TBS grant with a value of approximately $2,100,000 was made to Mr. Donald in January 2016 relating to his performance during fiscal 2015.~~2018.

For fiscal ~~2016~~2018, long-term incentives ~~the TBS grant was replaced. The TBS grant value was reallocated between the following annual performance-based equity incentives:~~were as follows:

• ~~the Performance-Based Share (“PBS”) grant made in April 2016 and~~

~~• the~~ Management Incentive Plan-Tied Equity (“MTE”) grant made in January ~~2017.~~2019;

• Performance-Based Share (“PBS”) grant made in February 2018; and

• Shareholder Equity Alignment (“SEA”) grant made in April 2018.

~~During fiscal 2016, the~~The Compensation Committees approved an MTE target grant value for Mr. ~~Donald.~~Donald in January 2018. The actual ~~2016~~2018 Management Incentive Plan payout percentage is ~~then~~ applied to the MTE target grant value to determine the ~~actual~~recommended MTE grant value, which may be from zero to 200% of target. The actual MTE grant value ~~earned~~approved is then converted into a number of RSUs that cliff vest after ~~three~~two years from the date of grant. The MTE grant for Mr. Donald in January ~~2017~~2019 was as follows:

Named Executive

Officer

MTE

Target

Value

($)

2018

Payout

Percentage

MTE

Grant

Value

($)

Closing

Price

On
Grant

Date

($)

RSUs

Received

(#)

Arnold W. Donald

1,500,000

156.3

2,344,500

52.20

44,913

Carnival plc Directors’ Remuneration Report – Part II

B-3

~~Annex~~ANNEX B

Named Executive
Officer
MTE
Target
Value
($)

2016
Payout
Percentage

MTE
Grant
Value
($)

Closing
Price
On
Grant
Date

RSUs
Received
(#)

Arnold W. Donald
   1,050,000       x       152.5 % =       1,601,250       ÷       $ 53.09       =       30,161

Mr. Donald received a target PBS grant of 47,407 shares in April 2016. The PBS grant made to Mr. Donald in fiscal 2016 is capable of vesting between zero to 200% of target based upon the extent to which operating income, as adjusted for certain fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2016-2018 performance cycle and return on invested capital (“ROIC”) for the single three-year performance cycle exceeds the specified performance goals. This result is modified up or down by up to 10% at the end of the three-year performance cycle depending on Carnival Corporation & plc’s total shareholder return (“TSR”) rank relative to the 2016 Peer Group. Under the terms of the grant, the operating income result is weighted 70% and ROIC result is weighted 30%. The operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).

The Compensation Committees approved the PBS grant to Mr. Donald after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between Mr. Donald’s pay outcomes and Carnival Corporation & plc’s long-term performance.

The 2014 PBS grant made to Mr. Donald in April 2014 reached the end of the performance period at the end of fiscal 2016 and will vest on February 15, 2017 and the special PBS grant made to him on October 14, 2013 reached the end of its performance period on October 14, 2016, with 50% of the earned special PBS grant vesting on October 18, 2016, and the other 50% scheduled to vest on October 14, 2017. The performance measures, targets and achievement of the 2014 PBS grant and the special PBS grant are set out in Part I.





Long-Term Incentive Compensation in Fiscal 2017 (not audited)

All long-term incentive compensation for fiscal 2017 for Mr. Donald will continue to be 100% at risk and performance-based.

The PBS grant will have a target value of $3 million and the MTE target grant will have a value of $1.5 million.

In addition to the PBS and MTE grants, it is anticipated that Mr. Donald may receive a shareholder equity alignment (“SEA”) grant, with a target of 35,000 shares. The SEA grant to be made in fiscal 2017 will be subject to absolute TSR growth, as modified by relative TSR measured against Carnival Corporation & plc’s fiscal 2017 peer group.

The monetary amounts referred to for the MTE and PBS grants above are made as a number of shares using the share price at the date of grant. The SEA grant is made as a number of shares. As explained in Part I, grants are calculated by reference to the value of shares to facilitate external comparisons and also comparison to other forms of compensation.

~~B-4~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~Annex B~~

Mr. Donald received a target PBS grant of 43,263 shares in February 2018. The PBS grant made to Mr. Donald in fiscal 2018 is capable of vesting between zero to 200% of target based upon the extent to which operating income, as adjusted for certain fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2018-2020 performance cycle and the average of each annual return on invested capital (“ROIC”) result for the three-year performance cycle exceeds the specified performance goals. Under the terms of the grant, the operating income result is weighted 60% and ROIC result is weighted 40%. The operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).

In April 2018, the Compensation Committees also approved an SEA grant to Mr. Donald in the form of 35,000 target shares. The SEA grant is entirely performance-based and the ultimate value is contingent upon Carnival Corporation & plc’s absolute TSR as modified by our TSR rank relative to the Peer Group over the period of December 1, 2017 through November 30, 2020, which may be from zero to 600% of target.

The Compensation Committees approved the long-term equity grants to Mr. Donald after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between Mr. Donald’s pay outcomes and Carnival Corporation & plc’s long-term performance.

The 2016 PBS grant made to Mr. Donald in April 2016 reached the end of the performance period at the end of fiscal 2018 and will vest on February 15, 2019.

Long-Term Incentive Compensation in Fiscal 2019 (not audited)

All long-term incentive compensation for fiscal 2019 for Mr. Donald will continue to be 100% at risk and performance-based.

The PBS grant will have a target value of $3 million and the MTE target grant will have a value of $1.5 million. The SEA grant will have a target of 35,000 shares.

The monetary amounts referred to for the MTE and PBS grants above are made as a number of shares using the share price at the date of grant. The SEA grant is made as a number of shares. As explained in Part I, grants are calculated by reference to the value of shares to facilitate external comparisons and also comparison to other forms of compensation.

PBS and SEA grants to be made in fiscal ~~2017~~2019 will be subject to performance conditions which the Compensation Committees approve as appropriate at the time the grants are made. The MTE grants will be subject topre-grant performance conditions tied to the Management Incentive Plan. The precise metrics for the PBS grants have not been finalized at the date of ~~this~~the Carnival plc Directors’ Remuneration Report, but may be based on similar measures as the grants made in fiscal ~~2016,~~2018, which may include operating income and ROIC, with the precise performance measures, targets and maximums set shortly prior to


B-4				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B


		making the grant. ~~Given the introduction of the SEA grant, it is not anticipated that subsequent PBS grants will be subject to a TSR modifier.~~ These targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive). No long-term incentive compensation will be made to Mr. Arison in fiscal ~~2017.~~2019.
Benefits		Benefits in Fiscal ~~2016~~2018 (audited) The detailed benefits provided to Mr. Arison are described in the footnotes to the ~~single figure table in Section 4.1~~“Single Figure Table” below. The detail of benefits provided to Mr. Donald is set out in the ~~All~~“All Other ~~Compensation~~Compensation” table in the ~~Executive Compensation~~“Executive Compensation” section of the Proxy Statement. Benefits in Fiscal ~~2017 (unaudited)~~2019 (not audited) Benefits provided in fiscal ~~2017~~2019 are expected to be similar to those provided in fiscal ~~2016.~~2018.
Pensions		Pensions in Fiscal ~~2016~~2018 (audited) Details of the pension entitlements that Mr. Arison participated in fiscal ~~2016~~2018 are set out in ~~Section 4.4 below.~~“Total Pension Entitlements” section. Mr. Donald participated in the Carnival Corporation Fun Ship Savings plan, a qualified 401(k) plan (the “401(k) Plan”) during fiscal ~~2016.~~2018. Under this plan, employee contributions are capped at the U.S. Internal Revenue Service (“IRS”) prescribed limits, with an employer matching contribution of up to 50% of this level possible), all of which is subject to discrimination testing. Carnival Corporation also operates a profit sharing arrangement under which participants who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing contribution as additional cash compensation. This is currently set according to a prescribed scale as set out in the ~~section relating to Pension Benefits~~“Pension Benefit in ~~the Executive Compensation~~Fiscal 2018” section of the Proxy Statement. Pensions in Fiscal ~~2017 (unaudited)~~2019 (not audited) No material changes to the arrangements are anticipated for ~~2017.~~2019.
Stock Ownership Policy		Stock Ownership Policy (audited) A description of the stock ownership policy applicable to Executive Directors is set out in Part I. Both Messrs. Arison and Donald comply with the applicable levels.

Carnival plc Directors’ Remuneration Report – Part II

B-5

~~Annex~~ANNEX B


~~Stock Ownership Guidelines~~		~~Stock Ownership Policy (audited)~~ ~~A description of the stock ownership policy applicable to Executive~~Non-Executive Directors is set out in Part I. During fiscal 2016, the Board increased the target ownership level applicable to the Chairman and/or the Chief Executive Officer from five times base salary to six times base salary. Both Mr. Arison and Mr. Donald comply with the applicable levels.
~~Non-Executive Directors~~Fees
~~Fees~~	Fees in Fiscal ~~2016~~2018 (not audited) As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal ~~2016,~~ 2018,Non-Executive Directors were entitled to aan $110,000 annual retainer. For fiscal ~~2016,~~2018, the Senior Independent Director received an additional retainer of $25,000 per annum. In addition,Non-Executive Directors receive additional compensation for serving as ~~Chairperson~~Chair of a Board Committee as set out in the “Director Compensation” section of the Proxy Statement. Restricted Stock Grants in Fiscal ~~2016~~2018 (audited) EachNon-Executive Director elected orre-elected in April ~~2016~~2018 received share grants worth approximately ~~$160,000.~~$175,000. The restricted shares vest on the third anniversary of the grant date, and are not forfeited if a Director ceases to be a Director after having served as a ~~Directors~~Director for at least one year. Fees in Fiscal ~~2017~~2019 (not audited) No material changes to the arrangements are anticipated for ~~2017.~~2019.
Stock Ownership ~~Guidelines~~Policy	Stock Ownership Policy (audited) A description of the stock ownership policy applicable toNon-Executive Directors is set out in Part I. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Ms. Deeble and Mr. Cahilly, who were elected in 2016 and 2017, respectively, and Ms. Lahey, who was appointed ~~during the year,~~in January 2019, each of theNon-Executive Directors serving in ~~2016~~2018 has already achieved this Board-mandated requirement.

2.2

Service Contracts (not audited)

Because Directors, other than Mr. Donald, do not have formal agreements, it is not feasible to include a table with the unexpired terms. Mr. Donald’s terms are summarized in the Proxy Statement. As explained more fully in the Proxy Statement, Mr. Donald would generally receive an amount equal to one times his base salary and target bonus upon termination.

Non-Executive Directors are appointed under terms set out in a letter of appointment. They do not have service contracts and their appointments can be terminated (by the Boards) without any compensation on termination. However, they may retain their share grants (if they have already served for at least one year) and may receive a departing gift of up to $25,000 in value.

~~B-6~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~Annex B~~

3.2.3

~~Implementation Section~~Compensation Committees (not audited)

~~3.1~~

~~Compensation Committees~~

The membership of the Compensation Committees during the year consisted of three members who are deemed independent by the Boards of Directors: Randall J. Weisenburger ~~(chairman)~~(Chair), Richard J. Glasier and Laura Weil. The members of the Compensation Committees are appointed by the Boards based on the recommendations of the Nominating & Governance Committees. Further details


B-6				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

regarding the Compensation Committees (including the number of meetings of the Compensation Committees held in fiscal ~~2016~~2018 and the attendance of the members at such meetings) can be found in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement.

Details of the Compensation Committees’ process for making compensation determinations, including the advice provided by internal colleagues and external advisors are set out in Part I. As stated in Part I, Frederic W. Cook & Co., Inc. (together with its UK affiliated firm, FIT Remuneration Consultants LLP, which is a member of the Remuneration Consultants Group, the UK professional body, and complies with its code of conduct) were appointed by the Compensation Committees as their external advisors. The advisors were appointed following a tender process and are subject to an ongoing periodic review by the Compensation Committees of their independence and quality. They provide no other services to Carnival Corporation & plc and, accordingly, are considered independent by the Compensation Committees and to provide objective advice. During fiscal 2018, the Compensation Committees also engaged Willis Towers Watson to assist the Compensation Committees with the CEO Pay Ratio calculation and disclosure.

Frederic W. Cook & Co., Inc., FIT Remuneration Consultants LLP and Willis Towers Watson have each provided their written consent to the form and content of their references in the Carnival plc Directors’ Remuneration Report and the Proxy Statement.

Fees paid to the Compensation Committees’ external advisors in fiscal ~~2016~~2018 were ~~$538,350,~~$400,862, such fees being charged on these firms’ standard terms of business for advice provided.

~~3.2~~2.4

Shareholder Voting on Remuneration Matters (not audited)

The Annual Meetings of Shareholders of Carnival Corporation and Carnival plc were held on April ~~14, 2016.~~11, 2018. The results of ~~this are outlined in~~ the ~~table below.~~shareholder vote on remuneration matters were as follows:

   For    Against    Withheld       Broker
Non-Votes
Proposal
No. of
Votes
   %    No. of
Votes    %    No. of
Votes       No. of
Votes
To approve the fiscal 2015 compensation of the Named Executive Officers of Carnival Corporation & plc    602,574,195       95.75 %    26,731,336       4.25 %    2,271,396          18,796,100
To approve the Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy) for the year ended November 30, 2015    617,130,158       96.34 %    23,446,387       3.66 %    9,796,482          —


	For					Against					Withheld		Broker Non-Votes
Proposal	No. of Votes		%			No. of Votes		%			No. of Votes		No. of Votes

To approve the fiscal 2017 compensation of the Named Executive Officers of Carnival Corporation & plc		535,536,619		92.4	%		44,057,504		7.6	%		495,992		33,883,642


To approve the Directors’ Remuneration Report (as set out in the annual report for the year ended November 30, 2017		537,286,835		92.7	%		42,312,414		7.3	%		490,866		33,883,642

The last shareholder vote on the ~~2014 Policy, held at the 2014 Annual General Meeting was reported in the 2015~~Carnival plc Directors’ Remuneration ~~Report~~Policy was held during the April 5, 2017 Annual Meetings of Shareholders of Carnival Corporation and ~~is incorporated by reference into this Directors’ Remuneration Report.~~Carnival plc, and the results of that vote were as follows:


	For					Against					Withheld		Broker Non-Votes
Proposal	No. of Votes		%			No. of Votes		%			No. of Votes		No. of Votes

To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2016		525,332,257		88.89	%		65,654,329		11.11	%		595,895		26,261,748

Carnival plc Directors’ Remuneration Report – Part II

B-7

ANNEX B

In April ~~2016,~~2018, shareholders approved our remuneration proposals. Following ~~its~~their review of the ~~2016~~2018 and prior voting results, the Compensation Committees decided that all compensation of Mr. Donald, other than base salary, pensions and benefits, will continue to be 100% at risk and ~~performance-based and redesigned~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-7~~

~~Annex B~~

~~the long-term incentive arrangements to ensure that all elements became subject to performance conditions. The changes were in compliance with the 2014 Policy.~~performance-based. We continued to seek and incorporate shareholder feedback in our compensation deliberations. The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April ~~2017,~~2019, as well as other shareholder input, when reviewing executive compensation programs and policies.

~~3.3~~2.5

Performance Graph and Table (not audited)

Graphs representing TSR performance for both Carnival Corporation and Carnival plc have been included in the Carnival Corporation & plc ~~2016~~2018 Annual Report ~~within~~in the ~~section titled~~ “Stock Performance Graphs” ~~on pages 73 and 74, respectively.~~section. The LMCG Regulations require similar tables but comparing to only one recognized index. The tables below show a comparison to the S&P 500 index of which Carnival Corporation is a constituent (as a broad index) for a period from December 1, 2008 to November 30, ~~2016~~2018 and have been calculated on a U.S. dollar basis.

LOGO

B-8

Carnival plc Directors’ Remuneration Report – Part II

~~Annex~~ANNEX B

LOGO

The following table sets out, for the President and Chief Executive Officer, the total remuneration as seen in the ~~single figure table,~~Single Figure Table, the bonus paid as a percentage of the maximum opportunity and the number of shares that have vested against the maximum number of shares that could have been received over ~~an eight-year~~a10-year period.


Year	Name	Single Figure of Total Remuneration ($000)			Annual Bonus as a % of Maximum	PBS Vesting as a % of Maximum⁽¹⁾	Name	Single Figure of Total Remuneration ($000)			Annual Bonus as a % of Maximum	PBS Vesting as a % of Maximum⁽¹⁾

2018							Mr. Donald		12,514		78	72

2017							Mr. Donald		11,711		73	81

2016	Mr. Donald	$	31,235		76%	94%	Mr. Donald		32,132	⁽²⁾	76	94

2015	Mr. Donald	$	10,621	⁽²⁾	87%	80%	Mr. Donald		10,621		87	80

2014	Mr. Donald	$	7,241		74%	N/A	Mr. Donald		7,241		74	N/A

2013	Mr. Donald⁽³⁾	$	1,919		N/A⁽⁴⁾	N/A	Mr. Donald⁽³⁾		1,919		N/A⁽⁴⁾	N/A

2013	Mr. Arison⁽³⁾	$	2,213		0%	0%	Mr. Arison⁽³⁾		2,213		0	0

2012	Mr. Arison	$	6,196		29%	N/A	Mr. Arison		6,196		29	N/A

2011	Mr. Arison	$	5,716		35%	N/A	Mr. Arison		5,716		35	N/A

2010	Mr. Arison	$	7,590		53%	N/A	Mr. Arison		7,590		53	N/A

2009	Mr. Arison	$	9,769		44%	N/A	Mr. Arison		9,769		44	N/A

(1)	The reference to long-term incentive vesting only includes PBS grants because TBS grants do not have a variable vesting level.

(2)	The ~~2015~~2017 single figure has been updated to reflect the actual share price on the vesting date of the ~~2013~~2015 PBS grant.

(3)	The fiscal 2013 figures have beenpro-rated for each individual to reflect the period in office as a Chief Executive Officer.

(4)	The annual performance bonus for Mr. Donald is not applicable because for fiscal 2013, he received a fixed bonus amount as provided for in his employment agreement.

Carnival plc Directors’ Remuneration Report – Part II

B-9

ANNEX B

~~3.4~~2.6

Percentage Change in Pay of Chief Executive Officer Fiscal ~~2015~~2017 to Fiscal ~~2016~~2018 (not audited)

The prescribed pay elements are: salaries, taxable benefits and annual bonus outcomes. UK staff were selected and retained for the purposes of this comparison as it is a requirement of the LMCG Regulations so the Compensation Committees considered it logical to provide comparison for that jurisdiction. The percentages for UK staff have been calculated using a ~~full time~~full-time equivalent weighted-average number of UK staff for each year.

Change in Salary
(%)

Change in Benefits
(%)

Change in Annual Bonus
(%)

Change in Total
(%)
CEO
0 6.4 (12.5 ) (9.6 )
Staff
4.5 7.4 (18.2 ) 2.5

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-9~~

~~Annex B~~


	Change in Salary (%)		Change in Benefits (%)			Change in Annual Bonus (%)			Change in Total (%)

Chief Executive Officer		0		(16.6	)		7.1			4.1


Staff		2.5		24.0			(5.6	)		2.1

~~3.5~~2.7

Relative Importance of Spend on Pay (not audited)

LOGO

(1)	Profit distributed by way of dividend taken as dividends declared set out in the Consolidated Statements of Shareholders’ Equity in the Carnival Corporation & plc 2018 joint Annual Report on Form10-K.

(2)	Profit distributed by way of share buyback returned to shareholders as purchases of treasury stock, inclusive of stock swap benefits, in the Consolidated Statements of Shareholders’ Equity.

(3)

Overall expenditure on pay has been calculated on a broadly consistent approach to the standard UK approach to calculating this amount and includes all global staff using normal accounting conventions for benefits and includes expected value assumptions in respect of share grants and so is not consistent with methodologies used elsewhere in this Part II.

4.	~~Implementation Section (audited)~~
B-10				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

~~4.1~~2.8

Single Figure Table (audited)

Executive Directors

The compensation of the Executive Directors of Carnival Corporation and Carnival plc for fiscal ~~2016~~2018 is as follows:


																																			Salary				Benefits⁽¹⁾				Annual Bonus⁽²⁾				Annual Equity Grants⁽³⁾				Pension				Total
	Salary				Benefits⁽¹⁾				Annual Bonus⁽²⁾				TBS Grant⁽³⁾				PBS Grant⁽⁴⁾					Special PBS Grant⁽⁵⁾				Pension				Total
$000	2016		2015		2016		2015		2016		2015		2016		2015		2016		2015			2016		2015		2016		2015		2016		2015			2018		2017		2018		2017		2018		2017		2018		2017		2018		2017		2018		2017

Arnold W. Donald		1,000		1,000		242		227		4,041		4,619		1,930		2,375		3,458		2,400	⁽⁶⁾		20,564		-		-		-		31,235		10,621	⁽⁶⁾		1,500		1,500		290		347		4,689		4,377		6,035		5,487		-		-		12,514		11,711

Micky Arison		1,000		1,000		97		210		-		-		-		-		-		912			-		-		47		24		1,144		2,146			1,000		1,000		101		110		-		-		-		-		-		-		1,101		1,110

(1)

Details of the matters for Mr. Donald provided within Benefits are disclosed in (and taken from) the ~~All~~“All Other ~~Compensation~~Compensation” table in the ~~Executive Compensation~~“Executive Compensation” section of the Proxy Statement. Benefits provided to Mr. Arison include ($000): private medical health insurance costs ($~~43)~~58), driver and security ($~~30)~~21), automobile lease ($12) and the following other benefits: accidental death or dismemberment insurance premiums, disability insurance premiums, life insurance premiums, automobile lease and automobile repairs and expenses ~~the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares and travel and entertainment expenses~~ ($~~12)~~10). Consistent with past practice, benefits reflect the position under U.S. rules as no UK tax is payable.

~~B-10~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~Annex B~~

(2)

Details of the performance measures and targets applicable to the annual bonus for fiscal ~~2016~~2018 are set out in ~~Section 2.1~~“Implementation of Approved Policy” section above and in Part I of ~~this~~the Carnival plc Directors’ Remuneration Report. No element of the annual bonus is subject to deferral.

(3)

~~TBS figures~~Annual equity grants are comprised of MTE, PBS and SEA grants. The 2018 amount includes the estimated value of the grants made during the year using the average share price over the last three months of the fiscal year and include dividends actually received in respect of grants in the year. Dividends are paid on unvested Carnival Corporation TBS grants as they arise and have been included in these figures.

~~(4)~~

~~The~~ 2016 ~~PBS amount includes the value of the 2014~~ PBS grant for which the performance period ended on November 30, ~~2016~~2018 and additional shares will be provided to take into account dividend reinvestment during the period. All grant values were calculated using the average share price over the last three months of the fiscal year. ~~Additional shares will be provided to take into account dividend reinvestment during the period.~~

~~(5)~~

~~The 2016 Special PBS amount includes the value of the special PBS grant made in October 2013, which reached the end of its performance period on October 14, 2016, using the actual share price~~Annual equity grants for ~~the 50% of the shares which vested on October 18, 2016 and the average share price over the last three months of the fiscal year for the other 50% scheduled to vest on October 14, 2017.~~

~~(6)~~

~~The 2015 PBS amount has~~2017 have been updated to ~~reflect~~include the ~~actual share price on vesting~~release date values and dividend reinvestment in respect of the ~~2013~~2015 PBS grant.

During fiscal ~~2016,~~2018, Mr. Donald served as aNon-Executive Director of companies outside the Carnival Corporation & plc group, for which he earned cash fees totaling ~~$207,009,~~$207,019, which he retained.

Non-Executive Directors

The compensation of theNon-Executive Directors of Carnival Corporation and Carnival plc for fiscal ~~2016~~2018 is as follows. The format is different from the preceding table for Executive Directors as certain aspects (such as bonus and pension) do not apply toNon-Executive Directors.


	Fees				Benefits⁽¹⁾				Restricted Stock/ RSUs⁽²⁾				Total				Fees				Benefits⁽¹⁾				Restricted Stock/ RSUs⁽²⁾					Total
$000	2016		2015		2016		2015		2016		2015		2016		2015		2018		2017		2018		2017		2018			2017		2018		2017

Sir Jonathon Band		110		112		11		11		153		176		274		299		140		110		5		8		170			182		315		300

Jason Glen Cahilly																		110		28		6		-		170			-		286		28

Helen Deeble		28		-		-		-				-		28		-		110		110		4		1		170			182		284		293

Richard J. Glasier		140		144		3		2		153		176		296		322		140		140		8		6		170	��		182		318		328

Debra Kelly-Ennis		110		112		4		-		153		190		267		302		110		110		9		11		170			182		289		303

Katie Lahey⁽³⁾																		N/A		N/A		N/A		N/A		N/A			N/A		N/A		N/A

Sir John Parker		140		142		4		6		153		176		297		324		110		140		5		1		170			182		285		323

Stuart Subotnick		150		154		-		-		153		176		303		330		125		138		3		-		170			182		298		320

Laura Weil		110		114		-		-		153		176		263		290		110		110		-		-		170			182		280		292

Randall J. Weisenburger		140		144		-		7		153		176		293		327		165		153		-		3		170			182		335		338

(1)	Details of the matters provided within Benefits are disclosed in and taken from the ~~Director Compensation~~“Director Compensation” section of the Proxy Statement. Consistent with past practice, benefits reflect the position under U.S. tax rules.

(2)

Restricted stock grants are structured as restricted stock (with dividends paid as they arise) at the election of the Director. The reported figures are the value of the grants made during the year using the average share price over the last three months of the fiscal year and include dividends actually received in respect of those grants in the year.

(3)	Ms. Lahey was appointed to the Boards in January 2019.

The aggregate emoluments (being salary, bonuses, fees and benefits, and excluding long-term incentives and pensions) of all Directors during fiscal ~~2016~~2018 was approximately ~~$7.3~~$8.7 million.

Carnival plc Directors’ Remuneration Report – Part II

B-11

~~Annex~~ANNEX B

~~4.2~~2.9

Share Plan Grants Made to Directors in Fiscal ~~2016~~2018 (audited)

The LMCG Regulations require disclosure of grants made in the year plus a table of aggregate outstanding awards, separately detailing grants that vest ~~or are exercised~~ in the year. The latter information is included in ~~Section 4.3 below.~~“Directors’ Shareholding and Share Interests” section.

Share Plan Grants Made to Directors During Fiscal 2016

Director

Grant
Date

Plan⁽¹⁾

No. of
Shares

Face Value⁽²⁾

($)

Threshold
Vesting
Level %

Vesting Level
% at
Maximum
Performance⁽³⁾

Anticipated
Vesting
Date

Grant

Date

Plan⁽¹⁾

No. of

Shares

Face Value⁽²⁾

($)

Threshold

Vesting

Level

(%)

Vesting Level

Maximum

Performance⁽³⁾

(%)

Anticipated

Vesting

Date

Micky Arison

N/A

Arnold W. Donald

1/11/2016

TBS

38,932

2,099,992

N/A

100%

1/11/2019

1/16/2018

MTE

31,939

2,188,460

N/A

1/16/2021

4/13/2016

PBS

47,407

2,449,994

50%

200%

4/13/2019

2/12/2018

PBS

43,623

2,999,954

200

2/12/2021

4/10/2018

SEA

35,000

2,208,500

600

4/10/2021

Sir Jonathon Band

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Jason Glen Cahilly

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Helen Deeble

N/A

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Richard J. Glasier

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Debra Kelly-Ennis

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Katie Lahey

N/A

Sir John Parker

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Stuart Subotnick

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Laura Weil

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

Randall J. Weisenburger

4/14/2016

Restricted Stock

3,102

159,970

N/A

100%

4/14/2019

4/11/2018

Restricted Stock

2,749

174,946

N/A

100

4/11/2021

(1)

The terms of ~~TBS~~MTE, SEA and PBS ~~granted~~grants to one Executive Director and the terms of restricted stock ~~granted~~grants toNon-Executive Directors and the basis on which these grants are made are summarized in the table above are described in the “Director Compensation” and “Executive Compensation” sections of the Proxy Statement.

(2)	Face values for all grants are calculated using the closing share prices at the relevant grant dates being: ~~$53.94~~$68.52 at January ~~11, 2016, $51.68~~16, 2018, $68.77 at February 12, 2018, $63.10 at April ~~13, 2016~~10, 2018 and ~~$51.57~~$63.64 at April ~~14, 2016.~~11, 2018.

(3)

~~Only~~MTE grants have onlypre-grant performance measures. SEA and PBS grants have post-grant performance measures. These are described in Part I of ~~this~~the Carnival plc Directors’ Remuneration Report. Consistent with U.S. practice, these have been included at their target values. To comply with the LMCG Regulations, a column for the maximum percentage (before dividend accrual) has been included and the UK face values should be taken as the reported figure multiplied by those percentages. Similarly, the threshold percentages are expressed as a percentage of target rather than maximum. The performance period for the ~~April 2016~~SEA grants is December 1, 2017-November 30, 2020 and the performance period for the PBS grants is fiscal ~~2016, 2017~~2018, 2019 and ~~2018.~~2020.

~~4.3~~2.10

Directors’ Shareholding and Share Interests (audited)

Details of Carnival Corporation & plc’s stock ownership requirements for Executive Directors are set out in Part I. ~~Mr.~~Messrs. Arison and ~~Mr.~~ Donald comply with the policy, which require each of them to own Carnival Corporation or Carnival plc shares with a value equivalent to six times his salary.

The stock ownership policy forNon-Executive Directors provides that allNon-Executive Directors are required to own shares (inclusive of unvested restricted stock, RSUs and shares in a trust beneficially owned by the Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to ~~four~~five times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Ms. Deeble and Mr. Cahilly, who were elected in 2016 and 2017, respectively, and Ms. Lahey, who was appointed ~~during the year,~~in January 2019, each of theNon-Executive Directors has already achieved this Board-mandated requirement.

B-12

Carnival plc Directors’ Remuneration Report – Part II

~~Annex~~ANNEX B

The following table shows the total outstanding ~~(plus those exercised during the year)~~ shares under any incentive plans.


Total Share Plan Interests as at November 30, 2016
	Share Options						Shares (including Restricted Stock and RSUs)							Shares (including Restricted Shares and RSUs)
Executive Director	No. of Securities Underlying Unexercised Options - Exercisable		No. of Securities Underlying Unexercised Options Unexercisable		No. of Shares Acquired on Option Exercise		TBS Grants That Have Not Vested		PBS Grants That Have Not Vested			No. of Shares Acquired on Vesting		Grants Without Performance Conditions That Have Not Vested		Grants With Performance Conditions That Have Not Vested			No. of Shares Acquired on Vesting

Micky Arison		-		-		-		63,242		-			87,541		-		-			-

Arnold W. Donald		-		-		-		134,876		364,864	⁽¹⁾		216,259		101,032		212,050	⁽¹⁾		95,351

Non-Executive Director

Sir Jonathon Band		-		-		-		9,686		N/A			3,611		8,560		N/A			3,369

Jason Glen Cahilly															2,749		N/A			-

Helen Deeble		-		-		-		-		N/A			-		5,458		N/A			-

Richard J. Glasier		-		-		10,000		9,686		N/A			3,611		8,560		N/A			3,369

Debra Kelly-Ennis		-		-		-		9,686		N/A			3.839		8,560		N/A			3,369

Katie Lahey															-		N/A			-

Sir John Parker		-		-		-		9,686		N/A			3,611		8,560		N/A			3,369

Stuart Subotnick		-		-		-		9,686		N/A			3,611		8,560		N/A			3,369

Laura Weil		-		-		-		9,686		N/A			3,611		8,560		N/A			3,369

Randall J. Weisenburger		-		-		-		9,686		N/A			3,611		8,560		N/A			3,369

(1)	Additional shares will be provided for the ~~2014~~2016 PBS grant to take into account dividend reinvestment during the period.

The aggregate gain on ~~the exercise of share options and on other~~ shares that vested during fiscal ~~2016 were $46,000 and $18,104,575, respectively. These values are~~2018 was $8,109,224, based on the closing ~~prices~~price of Carnival Corporation common stock ~~and Carnival plc ordinary shares~~ on the ~~respective exercise or~~ vesting dates of the shares. All Directors receive Carnival Corporation common stock, which are denominated in U.S. dollars.

Details of the Directors’ interests are as follows*:


	Carnival plc						Carnival Corporation					Carnival plc						Carnival Corporation
Directors	Dec. 1, 2015			Nov. 30, 2016			Dec. 1, 2015 **		Nov. 30, 2016 **			Dec. 1, 2017			Nov. 30, 2018			Dec. 1, 2017 **		Nov. 30, 2018 **

Micky Arison⁽¹⁾		-			-			126,123,090		126,136,034			-			-			126,136,034		126,136,034

Sir Jonathon Band		-			-			20,669		24,111			-			-			20,833		20,051
Helen Deeble⁽²⁾		-			-			-		-

Jason Glen Cahilly													-			-			0		2,749

Helen Deeble													-			-			2,709		5,458

Arnold W. Donald		-			-			119,879		532,340	⁽⁴⁾		-			-			451,996		421,291	⁽²⁾


Richard J. Glasier		-			-			24,686		27,815			-			-			24,525		23,093

Debra Kelly-Ennis		-			-			10,811		18,104			-			-			21,234		24,628

Katie Lahey⁽³⁾													N/A			N/A			N/A		N/A

Sir John Parker		10,004	⁽³⁾		10,004	⁽³⁾		36,524		39,927			10,004	⁽⁴⁾		10,004	⁽⁴⁾		22,915		25,992

Stuart Subotnick		-			-			37,262		40,762			-			-			43,713		46,730

Laura Weil		-			-			33,736		37,337			-			-			40,600		44,108

Randall J. Weisenburger		-			-			87,413		91,312			-			-			94,845		98,659

*	For consistency with Part I, the above table includes restricted stock (but not RSUs) held.

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-13~~

~~Annex B~~

certificates representing shares of Carnival Corporation common stock on aone-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock

Carnival plc Directors’ Remuneration Report – Part II

B-13

ANNEX B

and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares.

(1)

As of November 30, ~~2016,~~2018, includes (i) 3,251,154 shares of common stock held by the Nickel 2003 Revocable Trust, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P., (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison, (iv) 841,506 shares of common stock held by the NA 2008 Trust and (v) 841,506 shares held by the KA 2008 Trust.

(2)	~~Ms. Deeble was appointed in July 2016.~~Includes 350,725 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.

(3)	Ms. Lahey was appointed in January 2019.

(4)	Includes 7,000 shares owned by ~~GHM Trustees Limited,~~Barclays Wealth on behalf of Barnett Waddingham, the trustee of Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme of which Sir John Parker is a discretionary beneficiary.

~~(4)~~

~~Includes 14,556 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.~~

The following changes in the above share interests occurred between December 1, ~~2016~~2018 and January ~~19, 2017:~~17, 2019:


	Carnival plc				Carnival Corporation				Carnival plc				Carnival Corporation
Directors	Jan. 19, 2017		Dec. 1, 2016		Jan. 19, 2017		Dec. 1, 2016		Jan. 17, 2019		Dec. 1, 2018		Jan. 17, 2019		Dec. 1, 2018

Sir Jonathon Band										-		-		20,152		20,051

Arnold W. Donald		-		-		508,445		532,340		-		-		430,383		421,291
Sir Jonathon Band		-		-		17,931		24,111

Debra Kelly-Ennis										-		-		24,845		24,628

Richard Glasier										-		-		23,124		23,093

Sir John Parker										-		-		26,104		25,992

Stuart Subotnick										-		-		46,806		46,730

Laura Weil										-		-		44,358		44,108

Randall J. Weisenburger										-		-		99,000		98,659

~~4.4~~2.11

Total Pension Entitlements (audited)

Details of the retirement benefits of current Directors arising from their participation in defined benefit pension arrangements are as ~~follows~~follows:


Executive Director	Accrued Benefit⁽¹⁾ at Nov. 30, 2016 $000	Increase/(Decrease) in Accrued Benefits Including Inflation $000		Value of Increase/(Decrease) in Accrued Benefits Net of Inflation and Directors’ Contributions $000	Accrued Benefit⁽¹⁾ at Nov. 30, 2018 $000	Increase/(Decrease) in Accrued Benefits Including Inflation $000		Value of Increase/(Decrease) in Accrued Benefits Net of Inflation and Directors’ Contributions $000

Micky Arison	145		-	(48)	2		2	(18)
Arnold Donald	-		-	-

Arnold W. Donald					-		-	-

(1)

The accrued benefit is that pension which would be paid annually on retirement at the normal retirement age of 65 under the ~~various defined benefit plans~~Retirement Plan described in Part I ~~of the Carnival plc Directors’ Remuneration Report in the Proxy Statement~~ based on service to November 30, ~~2016.~~2018. Current Directors are not entitled to any early retirement benefits.

~~4.5~~2.12

Payments for Loss of Office (audited)

No payments for loss of office (as that term is defined in the LMGC Regulations) were made during the year.

~~Section~~

~~B: Directors’ Remuneration Policy (not audited)~~

The following section contains the material required to be set out in the 2017 Policy for the purposes of Part 4 of the LMCG Regulations. If approved by shareholders, the 2017 Policy is to take effect from April 5, 2017 (being the date of the Annual General Meeting).

1.	~~Future Policy Tables~~

~~General statement on policy~~

The future policy tables set forth below apply in respect of the Directors. They have mandatory force, which means that payments may not be made outside the scope of the policy without prior shareholder consent. The 2017 Policy is in a similar format to the 2014 Policy and all key changes are summarized in an additional column to the tables.

~~B-14~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~ANNEX B~~

~~Executive Directors~~


~~Element~~	~~Purpose and~~ ~~Link to Strategy~~	~~Operation~~	~~Maximum~~	~~Performance~~ ~~Conditions~~	~~Changes to~~ ~~the Policy~~

~~Context of Policy~~	As a U.S. headquartered business with most senior executives based in the U.S., the Compensation Committees’ overall approach to total compensation is to set pay by reference to U.S. market practice. Similarly, the design of bonus and long-term incentives is largely driven from a U.S. context. ~~All Executive Directors serving in fiscal 2016 or fiscal 2017 were located in the U.S.~~

~~Base Salary~~	~~Provide a baseline level of fixed compensation that reflects level of responsibility.~~	~~Salaries are reviewed after results for the prior fiscal year are available.~~ ~~Salaries may be increased if merited by performance or other market factors in order to attract or retain our executives.~~ Each year a competitive market review is undertaken to assist the Compensation Committees in their assessments. This assessment is undertaken against companies that the Compensation Committees consider to be appropriate. This data is used to inform considerations rather than to benchmark to any particular peer group level and the Compensation Committees apply appropriate judgment in consideration of the data.	As a consequence of the LMCG Regulations, the Compensation Committees need flexibility to consider appropriate increases so will operate to an individual cap of $1,500,000 per annum with this level increasing from the date of approval by the increase from the date of approval in US CPI or (a similar measure of inflation if this ceases to be readily available). It will apply the factors set out in the previous column in considering salary adjustments and will not automatically gravitate to the maximum.	~~None~~	~~None although the cap will become index linked from renewal of the policy.~~

~~Annual Bonus~~	~~To focus executives’ attention on achieving outstanding Carnival Corporation & plc performance against pre-determined financial targets as well as other relevant measures.~~	~~The annual bonus plan is referred to as the Management Incentive Plan (“MIP”).~~ ~~Performance measures are chosen for each performance period to focus participants on achieving appropriate financial performance results as well as other relevant measures.~~ ~~At or following the commencement of each fiscal year, the Compensation Committees determine the target~~	~~200% of target bonus. The Compensation Committees reserve the right to reduce (but not increase) this percentage.~~ Target bonuses may be set on such basis as the Compensation Committees consider to be appropriate and, in particular, may be adjusted each year to reflect changes in the performance metrics for the year.	~~The Compensation Committees may set such performance measures and targets for the annual bonus as they consider appropriate. These performance measures may be financial or non- financial and~~	No material changes. The 2017 Policy has been updated to reference the clawback provisions now in force. Also it has been updated to reflect that practice has changed over the last three years to provide for a zero

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-15~~

~~ANNEX B~~

~~Element~~

~~Purpose and~~
~~link to strategy~~

~~Operation~~

~~Maximum~~

~~Performance~~

~~Conditions~~

~~Changes to~~
~~the Policy~~

~~Provides flexibility in rewarding favorable individual and overall company performance.~~

~~bonus for each participant by reference to such metrics they consider to be appropriate.~~

Following the end of each fiscal year, the Compensation Committees confirm the performance condition outcomes and the preliminary bonus for each participant. This preliminary bonus is then moderated, which may increase or decrease the final bonus amount – see performance conditions.

~~Bonuses are all currently paid in cash although the Compensation Committees reserve discretion to build in the ability to defer part of the bonus (whether into cash or shares).~~

It is currently anticipated that the bonus will continue to be cash settled. However, practice relating to the operation of long-term incentives has been revised to replace time-based grants with MTE grants (see Long-Term Incentive Compensation section below), the level of which will vary in line with bonus levels and, therefore, is analogous to UK style bonus deferred when aggregated with the cash bonuses. However, such grants are made under the Long-Term Incentive Compensation section of the policy.

Carnival Corporation & plc has a clawback provision applicable to the annual bonus. The clawback provisions may be modified from time to time but currently apply in the case of fraud, negligence, intentional or gross misconduct or other wrongdoing on the part of an individual that results in a material restatement of the issued financial statements. Clawback would also apply for any other event or

The target levels are set for each fiscal year as described in the preceding column. The LMCG Regulations refer to the need to set a maximum which will apply for up to a three year period. The Compensation Committees will not set a target level in excess of $4,000,000 per Director.

~~corporate, divisional or individual and in such proportions as the Compensation Committees consider appropriate.~~

The starting point for assessment of any financial targets will normally be to review the reported figures in the Annual Report although the Compensation Committees may make adjustments to the reported figures to determine a position which, in their view, better reflects the underlying performance.

No payout is earned unless the threshold level of performance is met. At threshold, target and maximum, such level as the Compensation Committees determine for that year (currently: 50%, 100% and 200% of target respectively) will be provisionally granted. However, this amount is not thereby guaranteed as such provisional figure is subject to

~~pay-out level if the threshold performance hurdle is not achieved.~~

~~B-16~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~ANNEX B~~

~~Element~~

~~Purpose and~~
~~link to strategy~~

~~Operation~~

~~Maximum~~

~~Performance~~

~~Conditions~~

~~Changes to~~
~~the Policy~~

circumstance set forth in any claw- back policy actually implemented, including, without limitation, any clawback policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform Act and any applicable rules or regulations.

~~the Compensation Committees considering wider performance under the moderation described below.~~

~~Moderation~~

The Compensation Committees may moderate (up or down but in all cases subject to the over-riding bonus cap for that year) the preliminary bonus outcomes in relation to financial outcomes taking account of both technical factors (such as the impact of changes in accounting principles), unusual gains and losses and other events outside the control of management and individual performance (such as successful implementation of strategic initiatives) as more fully detailed in Part I. Such moderation is a judgmental assessment by the Compensation Committees and not subject to formulae.

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-17~~

~~ANNEX B~~

~~Element~~

~~Purpose and~~
~~link to strategy~~

~~Operation~~

~~Maximum~~

~~Performance~~

~~Conditions~~

~~Changes to~~
~~the Policy~~

~~Long-Term Incentive Compensation~~

~~• To recognize scope of responsibilities~~

~~• To reward demonstrated performance and leadership~~

~~• To motivate future superior performance~~

~~• To align the interests of the executive with our shareholders’ long-term interests~~

~~• To encourage the retention~~

Each of Carnival Corporation & plc has adopted broad omnibus plans - the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan. Each of these plans permit equity grants to be made in a wide variety of forms including market value options, stock-appreciation rights (“SARs”) and restricted stock or restricted stock unit grants and cash based awards, each of which may or may not be subject to vesting performance measures as the Compensation Committees consider appropriate.

~~The Compensation Committees reserve the right to use all aspects of the plans as approved.~~

Current practice (but without limiting the powers within the rules) is to no longer operate pure time-based share (“TBS”) grants and to operate a program under which a combination of three forms of grants are made each year:

~~• Management Incentive Plan-Tied Equity (“MTE”) Grants (commencing with the first grant in April 2017)~~

~~– typically made at the beginning of each fiscal year~~

– grant value is determined based upon annual MIP results which can have value of nil to 200% of the target grant value (the grant level will not be more generous than mirroring those of the MIP scale with 50% at threshold, 100% at target and 200% at maximum)

The Carnival Corporation 2011 Stock Plan and Carnival plc 2014 Employee Share Plan rules have individual maximum on equity grants of 1,000,000 shares delivered per year and on cash awards of $10,000,000 paid per year, or 3,000,000 shares made over 36 months where grants are made as share options or SARs. The Compensation Committees expressly reserve discretion to make such grants as they consider appropriate within these limits.

In practice, awards will be made having regard to competitive compensation data in the U.S. (and elsewhere as the Compensation Committees consider relevant) and to the Compensation Committees’ assessment as to what is appropriate in light of business strategy, competitive data and the experience and caliber of the individuals.

The balance of PBS, MTE and SEA grants will be set at the discretion of the Compensation Committees and the Compensation Committees may set such performance conditions on the PBS grants as they consider appropriate (whether financial, which may include, but not be limited to, earnings per share (“EPS”), earnings before interest and taxes (“EBIT”), operating income (“OI”) or total shareholder return (“TSR”) or non- financial and whether corporate, divisional or individual).

MTE grants are not subject to additional performance conditions after the initial performance condition used to determine grant value is completed as the size of the initial grant is determined by reference to pre-grant performance assessment.

The 2017 Policy reflects the introduction of MTE and SEA grants. The practice to make TBS grants has been discontinued. While the 2011 Stock Plan reserves the right to use TBS grants and so remains part of the formal policy, no such grants are expected to be made during the term of this policy so all grants will be subject to performance hurdles, whether assessed pre-grant or pre-vesting. The weighting between such elements may change from year to year.

~~B-18~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~ANNEX B~~

~~Element~~

~~Purpose and~~
~~link to strategy~~

~~Operation~~

~~Maximum~~

~~Performance~~

~~Conditions~~

~~Changes to~~
~~the Policy~~

~~– vest two years after grant (generally dependent upon continued employment)~~

– once a participant has reached retirement age within Carnival Corporation & plc’s policies (which sets both an age and service requirement), grants cease to be forfeitable on termination. Where this results in a tax charge on grant (currently the U.S. and Australia),

~~– 50% of the grant is released on grant to permit the participant to meet their tax obligations~~

~~• Performance-Based Share (“PBS”) Grants~~

~~– subject to a three year performance based vesting~~

~~– allocations determined by taking account of aggregate market positioning of total direct compensation~~

– allow a maximum vesting of up to 200% of the number of shares granted as the target grant with 50% (although different percentages may apply to future grants) of target payable for achieving the threshold

~~– No entrenched vesting regardless of performance on retirement included.~~

~~• Shareholder equity alignment (“SEA”) Grants~~

~~– vesting of up to of up to 600% of the target level with appropriately challenging performance hurdles.~~

~~Other types of grants may be subject to performance conditions as permitted by the relevant rules.~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-19~~

~~ANNEX B~~


~~Element~~	~~Purpose and~~ ~~link to strategy~~	~~Operation~~	~~Maximum~~	~~Performance~~ ~~Conditions~~	~~Changes to~~ ~~the Policy~~

~~Long-Term Incentive Compensation (con’t)~~		Each form of MTE or PBS grant may be structured as restricted stock units with dividend equivalents accrued to vesting. In practice, PBS grants have been structured as restricted stock units and dividend equivalents have accrued to vesting. MTE grants will be structured in the same manner as PBS grants. SEA grants will not accrue dividend equivalents. Clawback provisions can apply to MTE and PBS grants in the event of material restatement of the Carnival Corporation & plc’s issued financial statements or in the event of an individual breaching continuing obligations following the termination of his or her employment. These provisions may be varied from time to time. While not currently utilized for Executive Directors, the share plans described above permit the operation of share options and SARs and the grant of fully vested unrestricted stock. Both options and SARs operate similarly, with a market value “strike price” and vesting schedules to be determined at the time of grant in accordance with prevailing practice. The difference between share options and SARs relates only to the settlement process, with the exercise of SARs being satisfied by the issue or transfer of shares equal to the holder’s gain net of exercise prices and all relevant payroll taxes. ~~Carnival Corporation & plc will honor the vesting of all grants made under previous policies in accordance with the terms of such grants.~~

~~B-20~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~ANNEX B~~


~~Element~~	~~Purpose and~~ ~~link to strategy~~	~~Operation~~	~~Maximum~~	~~Performance~~ ~~Conditions~~	~~Changes to~~ ~~the Policy~~

~~Benefits~~	~~To provide perquisites representative of common practice for Executive Directors and to enable the Executive Director to give maximum attention to their role.~~	~~The Compensation Committees review perquisites provided periodically.~~ ~~Details are set out in the All Other Compensation table in the Executive Compensation section of the Proxy Statement and may include, but are not limited to:~~ ~~• Various insurance policies~~ ~~• Automobile lease or allowance~~ ~~• Personal use of aircraft~~ ~~• Other personal air travel~~ ~~• Tax planning and return preparation fees~~ ~~• Driver and security~~ ~~• The ability to take cruises under the cruise policy~~ ~~• Living accommodations and maintenance (where considered appropriate)~~ ~~• Relocation expenses~~ While the Compensation Committees do not consider it to form part of benefits in the normal usage of that term, they have been advised that travel and/or corporate hospitality (whether paid for by Carnival Corporation & plc or another and whether provided to the Director or a family member) may technically come within the UK definition so the Compensation Committees expressly reserve the right for Carnival Corporation & plc to authorize attendance at such activities within its agreed policies. ~~Executive Directors are also eligible to participate in the employee stock purchase plans operated by the~~	The Compensation Committees reserve discretion to introduce new benefits where they conclude that it is in the interests of the Carnival Corporation & plc to do so, having regard to the particular circumstances and to market practice. The LMCG Regulations require that a maximum is prescribed for each element of compensation. It is not possible to prescribe the likely change in the cost of insured benefits or the cost of some of the other reported benefits so a monetary limit of $1,000,000 per executive has been set although, the Compensation Committees will monitor the costs in practice and ensure that the overall costs do not increase by more than what the Compensation Committees consider to be appropriate in all the circumstances. Consistent with prior years, the benefits have been valued in this Part II on a consistent basis to the Executive Compensation section of the Proxy Statement and the above limit will be assessed on this basis.	~~N/A~~	~~None~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-21~~

~~ANNEX B~~


~~Element~~	~~Purpose and~~ ~~link to strategy~~	~~Operation~~	~~Maximum~~	~~Performance~~ ~~Conditions~~	~~Changes to~~ ~~the Policy~~
		~~Carnival Corporation & plc, in line with IRS guidelines, on the same basis as for other eligible employees.~~

~~Pensions~~	~~To attract and retain our Executive Directors.~~	~~Defined benefit pension provision was fixed due to U.S. tax changes in 2009.~~ ~~Continuing actuarial accruals are currently made to Carnival defined benefit plans for Mr. Arison only. These arrangements are due to be liquidated in 2017.~~ For new employees, the current approach is for them to join the all-employee pension arrangements (a qualified 401(k) savings plan together with a profit sharing arrangement) on the same basis as all U.S. employees of Carnival Corporation. While no change to the policy on pension provision is currently anticipated, the Compensation Committees reserve the right to consider the appropriate policy having regard to the needs of the companies and to relevant market data. ~~Carnival Corporation & plc will honor the pensions obligations entered into under all previous policies in accordance with the terms of such obligations.~~	~~Details are set out in the table of “Pension Benefits in Fiscal 2016” in the Proxy Statement. Consistent with U.S. practice, these define pensionable remuneration to include bonus payments.~~ As indicated in the previous section, the LMCG Regulations require the Compensation Committees to operate with an overall cap for each element of remuneration and so a figure of $1,000,000 per year of annual accrued value per Executive Director has been selected although the Compensation Committees will monitor the costs in practice and ensure that the overall costs do not increase by more than what the Compensation Committees consider to be appropriate in all the circumstances.	~~N/A~~	~~None~~

~~Stock Ownership Guidelines~~	~~For Executive Directors to build and maintain a long-term ownership position.~~	~~The guidelines are not contractual and no penalty arises if the Executive Director does not comply.~~ ~~Under the guidelines, shares owned outright by the executive and their immediate family (and related trusts)~~	~~Mr. Donald – six times base salary~~ ~~Mr. Arison – six times base salary~~ ~~Other senior executives have guideline levels of three or four times base salary.~~	~~N/A~~	~~None beyond recognizing the increase in level.~~

~~B-22~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~ANNEX B~~

~~Element~~

~~Purpose and~~
~~link to strategy~~

~~Operation~~

~~Maximum~~

~~Performance~~

~~Conditions~~

~~Changes to~~
~~the Policy~~

together (and consistent with U.S. practice) with any outstanding MTE grants count towards the guidelines. The Compensation Committees reserve the right to amend these guidelines as they consider appropriate.

~~The Compensation Committees reserve the right to increase (but not reduce) these stock ownership guidelines.~~

~~Notes:~~

1.	~~The rationale for all performance measures and the process for setting performance targets are explained in the relevant sections of the table.~~

The general principle of the policy is to remunerate people for their personal responsibility and contribution. In order to deliver this, different reward mechanisms are used for different populations. Where the reward mechanisms differ, they reflect the appropriate market rate position for the relevant roles.

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-23~~

~~ANNEX B~~

~~Non-Executive Directors~~


~~Element~~	~~Purpose and~~ ~~link to strategy~~	~~Operation~~	~~Maximum~~	~~Performance~~ ~~Conditions~~	~~Changes to the~~ ~~Policy~~
~~Non-Executive Directors’ Cash Retainer~~	~~To appropriately compensate non- Executive Directors of the highest caliber.~~	Fee levels are periodically reviewed by the Compensation Committees having regard to external comparators. The Compensation Committees exercise judgment as to what they consider to be reasonable in all the circumstances both as regards quantum and the mix of pay and do not apply a strict mathematical approach to assessing such levels (i.e. they do not automatically apply a median level). Within the stated maximum, the Compensation Committees reserve the right to consider how to structure the Non-Executive Directors’ fees and whether to utilize a general retainer, committee membership, chairmanship, attendance fees, or board attendance or time-based or travel allowances. ~~Currently, the Non-Executive Directors receive an annual cash retainer fee. Fees are currently paid quarterly (but this may be varied).~~ ~~Non-Executive Directors also receive reimbursement of travel related expenses.~~	Under the LMCG Regulations, Non-Executive Directors are equally subject to policy caps as their executive colleagues. Accordingly, the Compensation Committees will operate within a cash cap per individual of $250,000. However, should the Compensation Committees cease to make restricted share grants as detailed below, the cap for Directors’ cash retainer stated above may be increased by the maximum value of the cap relating to restricted share grants.	~~None~~	~~None~~

~~Restricted~~ ~~Stock Grants~~	~~To appropriately compensate Non- Executive Directors of the highest caliber.~~ ~~To align Non- Executive Directors’ interests with those of shareholders.~~	~~Non-Executive Directors receive annual restricted share grants at such level as the Compensation Committees consider to be appropriate.~~ ~~Grants vest after three years and are not forfeitable after one year of service from initial appointment to the Boards.~~ ~~Non-Executive Directors must own shares with a value of at least four times the annual cash retainer. New non-Executive Directors must achieve this~~	~~The formal cap is $250,000 per individual.~~ However, should the Compensation Committees cease to pay Non-Executive Directors a cash retainer as detailed above, the cap for restricted share grants may be increased by the maximum value of the cap relating to Non-Executive Directors’ cash retainer.	~~No performance conditions apply to ensure the Non- Executive Directors maintain their independence.~~	~~The requirement for one years’ initial service has been clarified.~~ ~~Stock ownership requirements have increased to four times the cash retainer value.~~

~~B-24~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~ANNEX B~~


~~Element~~	~~Purpose and~~ ~~link to strategy~~	~~Operation~~	~~Maximum~~	~~Performance~~ ~~Conditions~~	~~Changes to the~~ ~~Policy~~
		requirement within the time frame selected by the Compensation Committees (currently five years from the date of their initial election). The Compensation Committees may increase (but not reduce) this guidance. As with the stock ownership guidelines for executives, the guidelines are not contractual and no penalty arises if the Director does not comply; however, the Compensation Committees may require some or all of the Director’s cash retainer to be delivered as fully vested stock. s they consider appropriate.
		Under the guidelines, shares owned outright by the Non-Executive Director and their immediate family (and related trusts) together with any outstanding restricted stock grants count towards the guidelines. The Compensation Committees reserve the right to amend these guidelines as they consider appropriate.

~~Benefits~~	~~To encourage product familiarization.~~	Non-Executive Directors are encouraged to take a cruise for up to a pre-set limit (currently 14 days per year) for product familiarization and pay a fare of such rate as is determined from time-to-time (currently $35 per day). Additionally, guests travelling in the same stateroom are charged a fare of $35 per day. All other charges associated with the cruise (e.g., air fares, fuel supplements, fees, taxes and port expenses, gratuities, ground transfers, etc.) are the responsibility of the Non-Executive Director.	The formal cap is $100,000 per individual although the likely level is somewhat lower and the benefit each year is reflected in the table of Non-Employee Director compensation. Any benefits under the cruise policy will be valued for this purpose on an incremental cost basis. ~~In addition, a departing gift may be provided up to a value of $25,000 per Non-Executive Director on termination of office.~~	~~None~~	~~No material~~ ~~changes.~~

		~~While the Compensation Committees do not consider it to form part of benefits in the normal usage of that term, the Compensation Committees have been~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-25~~

~~ANNEX B~~

~~Element~~

~~Purpose and~~
~~link to strategy~~

~~Operation~~

~~Maximum~~

~~Performance~~

~~Conditions~~

~~Changes to the~~
~~Policy~~

advised that travel and/or corporate hospitality (whether paid for by the Carnival Corporation & plc or another and whether provided to the Non-Executive Director or a family member) may technically come within the UK definition so the Compensation Committees expressly reserve the right for Carnival Corporation & plc to authorize attendance at such activities within its agreed policies.

~~B-26~~

~~Carnival plc Directors’ Remuneration Report – Part I~~

~~Annex B~~

2.	~~Recruitment Remuneration Policy~~

The following represents guidelines considered reasonable by the Compensation Committees, but they may need to change in relation to securing an appropriate candidate whose appointment would, in their view, be in shareholders’ best interests.

In terms of the principles for setting a package for a new Executive Director, the starting point for the Compensation Committees will be to look to the general policy for Executive Directors as set out above and structure a package in accordance with that policy. However, as provided for in the relevant regulations, the Compensation Committees reserve the right to make payments of base salary and make benefit or pension provisions outside of the scope of the general policy (and its caps) for Executive Directors to meet individual circumstances of the recruitment (recognizing that such events are inherently exceptional and unplanned and that it would be disproportionate to seek shareholder approval).

Ignoring any special recruitment arrangements which may prove to be necessary, the annual bonus and long-term incentive compensation arrangements will operate (including the maximum grant levels) as detailed in the general policies in relation to any newly appointed Director.

~~For an internal appointment, any variable pay element provided in respect of the prior role may either continue on its original terms or be adjusted to reflect the new appointment as appropriate.~~

For external and internal appointments, the Compensation Committees may agree that Carnival Corporation & plc will meet certain relocation expenses as Compensation Committees consider appropriate and/or to make a contribution towards legal fees in connection with agreeing employment terms.

~~Whether to enter into an employment agreement and the terms of such agreement will be determined at the time having regard to norms in the U.S. and/ or where the executive will be based.~~

Where it is necessary to make a recruitment related equity grant to an external candidate, Carnival Corporation & plc will not pay more than is, in the view of the Compensation Committees, necessary and will in all cases seek, in the first instance, to deliver any such grants under the terms of the existing incentive pay structure. It may, however, be necessary in some cases to make such grants on terms that are more bespoke than the existing annual and equity-based pay structures in Carnival Corporation & plc in order to secure a candidate. Details of any such grants will be appropriately disclosed.

All such grants for external appointments (whether to buy-out forfeited grants or negotiated as a sign-on grant), whether under the annual bonus plan, MTE, PBS or otherwise, will take account of the nature, time-horizons and performance requirements for any remuneration relinquished by the individual when leaving a previous employer and will only include guaranteed sums where the Compensation Committees consider that it is necessary to secure the recruitment.

For the avoidance of doubt, where recruitment related grants are intended to replace existing grants held by a candidate in an existing employer, the maximum amounts for incentive pay as stated in the general policies will not apply to such grants. The Compensation Committees have not placed a maximum limit on any such grants which it may be necessary to make as it is not considered to be in shareholders’ interests to set any expectations for prospective candidates regarding such grants. Any recruitment-related grants which do not replace grants with a previous employer will be subject to the limits as detailed in the general policy.

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-27~~

~~Annex B~~

~~A new Non-Executive Director would be recruited on the terms explained above in respect of the main policy for Non-Executive Directors.~~

A new Executive Director’s terms would be subject to agreement on joining. While Mr. Donald’s employment agreement will be a reference point, the Compensation Committees will not automatically replicate it and will have due regard to internal provisions for other senior executives, developments in market and best practice globally and to the commercial circumstances at the time.

~~Mr. Donald.~~~~The terms of Mr. Donald’s employment agreement are as follows:~~

Mr. Donald’s employment agreement, originally entered into in October 2013, has been amended effective October 14, 2016 to extend the term for an additional one-year term to run through October 14, 2017 and to allow for long-term incentive grants as determined at the discretion of the Boards of Directors. The employment agreement will automatically renew for additional one-year periods unless the Carnival Corporation & plc or Mr. Donald gives at least 90 days’ prior written notice. In the event of his earlier termination, the employment agreement provides for compensation of one times his base salary and target bonus for the year of termination. In the event of termination in connection with or following a change of control, the multiple would be two times. He would also be entitled to continuation of his benefits in kind for a period of up to 18 months.

If his employment agreement is terminated for cause (or Mr. Donald gives notice without good reason as defined in his employment agreement), he will not be entitled to the above sums and will simply receive any accrued but unpaid salary and other benefits. He will not be entitled to receive a bonus in respect of the year of termination (and will only be entitled to a bonus for any year which has been completed prior to his termination).

~~Under the terms of the employment agreement, all elements of his compensation beginning for fiscal 2016, is subjected to the discretion of the Compensation Committees.~~

~~His contract also includes certain indemnities from Carnival Corporation consistent with the arrangements for others and with U.S. practice.~~

3.	~~Policy on Payments for loss of office~~

~~All Executive Directors~~

For the avoidance of doubt, the LMCG Regulations do not require the inclusion of a cap or limit in relation to payments for loss of office. The Compensation Committees will take all relevant factors into account in deciding whether any discretion should be exercised in an individual’s favor in these circumstances, and the Compensation Committees will aim to ensure that any payments made are, in their view, appropriate in the context of where the executive resides and are fair and reasonable.

~~In addition to any such payment, the Compensation Committees reserve discretion to:~~

~~Retain perquisites which they currently receive for a period~~

~~Pay an annual bonus for the year of departure (pro-rated to the period actually worked)~~

~~Retain or accelerate vesting of any outstanding equity grants~~

~~Further detail on the terms of the potential payments upon termination or change of control are contained in the Executive Compensation section of the Proxy Statement.~~

Any amounts already accrued under non-qualified deferred compensation arrangements, any pension-related arrangements or the Carnival Corporation Fun Ship Nonqualified Savings Plan, which have already accrued to the executive, will be retained and will not be a termination payment.

~~B-28~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~Annex B~~

Acceleration of share grants may occur following a change of control if an executive’s position was terminated or may occur following the termination of their employment as disclosed in detail in the Potential Payments upon Termination or Change of Control part of the Executive Compensation section of the Proxy Statement.

~~Non-Executive Directors~~

The Non-Executive Directors are not entitled to any compensation on termination but, once they have served for at least one year, they will retain all outstanding equity grants. However, a departing gift may be provided up to a value of $25,000 per Non-Executive Director.

~~Mr. Arison.~~The Compensation Committees have adopted a policy not to enter into employment contracts with longer-serving U.S. executives. Accordingly, Carnival Corporation & plc do not have an employment agreement with Mr. Arison that would pay any cash severance benefits in connection with termination of employment.

~~Mr. Donald~~~~. The terms of Mr. Donald’s employment agreement are summarized at Section 2 above.~~

4.	~~Performance Scenarios~~

The LMCG Regulations require the inclusion of scenario charts for each Executive Director showing the levels of compensation which an individual could expect to earn under the policy for fiscal 2017 in certain circumstances. To assist the reader, the tables distinguish between MTE, PBS and SEA and the other elements of fixed pay.

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~B-29~~

~~Annex B~~

~~The assumptions used in the tables are summarized below:~~

Minimum

•  Consists of base salary, benefits and pension.


•  Base salary is the salary to be paid in fiscal 2017.


•  Benefits measured as reported benefits received in fiscal 2016.


•  Pension measured as the cash lump sum paid in fiscal 2016.



$000


Base Salary
   Benefits    Pension    Total Fixed
   Mr. Donald    1,500    242    -      1,742

Mr. Arison

   1,000

   99

   -

   1,099

On-target

Based on what the Executive Director would receive if performance was on-target:

•  Short term incentive consists of the target bonus ($3 million) set by the Compensation Committees for fiscal 2017 for Mr. Donald and zero for Mr. Arison.

•  Long-term incentives for Mr. Donald include the expected values of his MTE ($1.5 million) and SEA ($1.75 million) grants and ongoing PBS ($3 million) grants and zero for Mr. Arison. While the precise grant levels are set each year, the Compensation Committees believe this is indicative of ongoing policy.

Maximum

Based on the maximum compensation receivable (excluding share price appreciation (except when calculating the cap under the SEA grants assuming all of the TSR is deliver by way of share price appreciation) and dividends):

•  Short-term incentive consists of the maximum bonus (200% of target bonus).
•  Long-term incentive consists of the grant date value of the maximum number of shares (200% of target number) of the MTE and PBS grants, and 400% of target number of the SEA grant described above (to reflect the cap on total gains).

5.	~~Consideration of employment conditions elsewhere in the group~~

In determining the compensation policy and the compensation payable to the Executive Directors, the Compensation Committees took the pay and employment conditions of employees of the Carnival Corporation & plc group (“Carnival group”) into account. The Carnival group’s pay policy ensures a clear and direct link between the performance of the Carnival group or relevant operating company and compensation. Substantial use of performance-based compensation not only ensures the continued alignment of the interests of shareholders and senior executives within the Carnival group, but also enables the Carnival group to attract, retain and motivate the talented people upon whom our success depends. Carnival Corporation & plc is committed to encouraging strong performance through a reward system that aligns management’s interests with those of its shareholders.

Across the workforce more broadly, many employees participate in bonus and commission plans based on the performance of their employing company. Where locally competitive, employees are also provided savings plans such as 401(k) plans, company-sponsored pension plans, life insurance plans and a range of other employment benefits. In addition to these elements, the Carnival Corporation & plc also issues share-based compensation to management to incentivize, retain and recruit talent which encourages an ownership culture among employees. The Company does not operate any compensation or incentive plans in which only Executive Directors participate.

~~B-30~~

~~Carnival plc Directors’ Remuneration Report – Part II~~

~~Annex B~~

In accordance with prevailing commercial practice, the Compensation Committees did not consult with employees in preparing the Directors’ Remuneration Policy. The Compensation Committees take into account information provided by the human resources function and external advisors.

6.	~~Consideration of shareholders’ views~~

As described further in Part I, the Compensation Committees took into account the approval levels of compensation-related matters at our Annual General Meetings in determining that the current compensation philosophy and objectives remain appropriate for use in determining the compensation of Directors through analysis of proxy reports and direct engagement with major investors, as appropriate.

Carnival Corporation & plc has a long-standing shareholder outreach program and interacts with shareholders and proxy advisors on executive compensation. The Compensation Committees consider all constructive feedback received about executive compensation. We continue to seek and incorporate shareholder feedback in our compensation deliberations, as appropriate. The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, as well as other shareholder input, when reviewing executive compensation programs and policies.

On Behalf of the Board

LOGO

Randall J. Weisenburger

Chair of the Compensation Committees

January ~~30, 2017~~28, 2019


B-14				Carnival plc Directors’ Remuneration Report – Part II

ANNEX C

~~B-31~~

~~ANNEX C~~

CARNIVAL PLC CORPORATE GOVERNANCE REPORT

Corporate Governance

Carnival Corporation and Carnival plc (together referred to as “Carnival Corporation & plc”) operate under a dual listed company (“DLC”) arrangement with primary listings in the U.S. and the UK. Accordingly, Carnival Corporation & plc has implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. Where there are customs or practices that differ between the two countries, Carnival Corporation & plc has nonetheless sought to be compliant with UK best practices whenever possible. Carnival Corporation & plc believes that ~~its~~their resulting corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK.

Corporate Governance Guidelines

Carnival Corporation & plc has adopted corporate governance guidelines (the “Guidelines”) that set forth the general governance principles approved by the Boards of Directors. ~~These principles~~The Guidelines are available on Carnival Corporation & plc’s website and are summarized as follows:

A majority of the members of each of the Boards must be independent in accordance with the corporate governance rules applicable to companies listed on the New York Stock Exchange and the London Stock Exchange.

The Boards will each have at all times an Audit Committee, a Compensation Committee, a Health, Environmental, Safety & Security (“HESS”) Committee and a Nominating & Governance Committee (collectively, the “Committees”). All the members of the Committees will be independent Directors under the criteria applicable to companies listed on the New York Stock Exchange, the London Stock Exchange and any other applicable regulatory requirements. Each Committee has its own written charter, which principally sets forth the purposes, goals and responsibilities of the Committees.

The Nominating & Governance Committees will review with the Boards, on an annual basis, the requisite skills and characteristics of new Board members, as well as the composition of the Boards as a whole. The Nominating & Governance Committees will assess and recommend Board candidates for appointment as Directors.

The responsibilities of the Directors are laid out in the Guidelines and cover matters such as the Directors’ duties to Carnival Corporation & plc and its shareholders, attendance at meetings and the annual review of Carnival Corporation & plc’s long-term strategic plans and the principal issues that Carnival Corporation & plc may face in the future.

TheNon-Executive Directors shall appoint a Senior Independent Director to preside at meetings of theNon-Executive Directors and at Board meetings in the absence of the Chairman, and to serve as the principal liaison forNon-Executive Directors.

Directors have free and full access to officers and employees of Carnival Corporation & plc, to the advice and services of the Company Secretary to the Boards and to independent professional advice at the expense of Carnival Corporation & plc.

The Compensation Committees will recommend the form and amount of Director and senior executive compensation in accordance with the policies and principles set forth in ~~its~~their charter and conduct an annual review thereof. In particular, the Compensation Committees will annually review the compensation of the Chief Executive Officer ~~(“CEO”)~~ and his performance to enable the ~~CEO~~Chief Executive Officer to provide strong leadership for Carnival Corporation & plc in the short and long-term.

Carnival plc Corporate Governance Report

C-1

ANNEX C

The Boards and the Nominating & Governance Committees are responsible for ~~CEO~~Chief Executive Officer and board succession planning.

The Nominating & Governance Committees will maintain orientation programs for new Directors and continuing education programs for all Directors.

The Boards will conduct an annual performance evaluation to determine whether they, their Committees and individual Directors are functioning effectively.

TheNon-Executive Directors will meet at least annually under the direction of the Senior Independent Director to conduct an appraisal of the Chairman’s performance.

All shareholders may communicate with the Boards by addressing all communications to the Company Secretary, who must forward any item requiring immediate attention to the Senior Independent Director, who must in turn notify the Boards of any matters for discussion or action as appropriate.

Carnival Corporation & plc monitors governance developments in the U.S. and the UK to support a vigorous and effective corporate governance framework.

Set out below is a statement of how Carnival Corporation & plc has applied the main principles of the UK Corporate Governance Code ~~(formerly known as the Combined Code)~~ published by the UK Financial Reporting Council in ~~September 2014~~April 2016 (the “Corporate Governance Code”) during the year ended November 30, ~~2016.~~2018. A copy of the Corporate Governance Code is available on the website of the UK Financial Reporting Council at www.frc.org.uk. The requirements of rule 7.2.6R of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook can be found in the Carnival plc Directors’ Report inattached as Annex A ofto the Proxy Statement.

Board Composition

Each of the Boards of Directors is currently comprised of ~~ten~~12 members, of which two are Executive Directors and ~~eight~~10 areNon-Executive Directors. Except for ~~Helen Deeble,~~Katie Lahey, who was appointed to the Boards in ~~July 2016,~~January 2019, each member of the Boards has served for the full year. All Directors are required to submit themselves for annualre-election. The biographical details of the members of the Boards standing for election orre-election and their qualifications to serve as Board and Committee members are contained in the Proxy Statement. All Directors elected in ~~2016~~2017 have been subject to a formal performance evaluation during the year, as described below.

As of the date of this ~~report, 30%~~Carnival plc Corporate Governance Report, 33% of the members of the Boards are women (being ~~three~~four of ~~ten~~12 members).

Board Balance and Independence

As part of the Boards’ annual independence assessment, each Director was required to complete an independence questionnaire. All questionnaires were reviewed and assessed by the full Board. Following this review, all of the ~~eight~~10 nominees for election orre-election asNon-Executive Directors are considered by the Boards to be independent in accordance with the corporate governance rules of the New York Stock Exchange and the London Stock Exchange. Richard J. Glasier, Sir John Parker, Stuart Subotnick, ~~and~~ Laura Weil and Randall J. Weisenburger have beenNon-Executive Directors for more than nine years from the date of their first election to the Boards. However, notwithstanding this fact, the Boards have determined that each of those Directors is independent for the reasons set forth below.

Consistent with U.S. practice, the Boards believe that length of tenure should be only one of the factors considered with respect to the independence of Directors and, accordingly, that tenure alone should not result in the loss of independence. The Boards believe that automatic loss of independence status for Directors due to tenure would effectively operate as a term limit for independent Directors and result


C-2				Carnival plc Corporate Governance Report

ANNEX C

in the loss of the valuable contributions of Directors who have been able to develop, over time,

~~C-2~~

~~Carnival plc Corporate Governance Report~~

~~ANNEX C~~

increasing insight into Carnival Corporation & plc and its operations. The Boards prefer to rely on rigorous annual evaluations of individual Directors to review their objectivity and independence, as well as their overall effectiveness as Directors. All Directors are also subject to annualre-election by shareholders following individual evaluations and recommendations by the Nominating & Governance Committees.

Directors’ Indemnities

As at the date of this ~~report,~~Carnival plc Corporate Governance Report, indemnities are in force under which Carnival Corporation & plc ~~have~~has agreed to indemnify the Directors of Carnival Corporation & plc, to the extent permitted by law and the Third Amended and Restated Articles of Incorporation of Carnival Corporation and the Articles of Association of Carnival plc, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of Carnival plc. Carnival Corporation & plc maintains insurance to indemnify the Directors when it is unable to do so due to insolvency or as a result of a derivative suit.

Board Procedures and Responsibilities

Meetings of the Boards are held on a regular basis to enable the Boards to properly discharge their responsibilities. During the year ended November 30, ~~2016,~~2018, the Board of Directors of Carnival plc held a total of ~~seven~~six meetings. All Board meetings during the year were attended by the full Board except ~~Ms.~~for Helen Deeble who attended ~~the~~five of six meetings, having missed one meeting ~~held following her appointment~~due to ~~the Boards.~~a family emergency, and Sir John Parker and Stuart Subotnick who each attended five of six meetings, having missed one meeting due to illness. In addition, theNon-Executive Directors meet periodically during the year with the Chairman of the Boards with no other Executive Directors present.

The agenda for each Board meeting and meeting schedules are prepared by the Chairman and reviewed and approved by ~~Stuart Subotnick,~~ the Senior Independent Director, to enable the flow of relevant information to the Boards. Each Board member is entitled to suggest the inclusion of items on the agenda and to raise at any Board meetings subjects that are not on the agenda for that meeting.

In 2006, the Boards created a program to provide Directors with direct knowledge and contact with our operating groups and their respective management teams. Each year, the Senior Independent Director assigns Directors to one of the four teams (“Director Teams”) designated for our operating groups. Each Director Team meets with senior management of their assigned operating group at its headquarters for intensive operational and strategy meetings and to tour local facilities. The Directors are rotated among the Director Teams annually to ensure exposure to all of the operating units.

Non-Executive Directors are required to allocate sufficient time to meet the expectations of their role. The consent of the Chairman and the Senior Independent Director must be sought before accepting additional directorships that might affect the time aNon-Executive Director of Carnival Corporation & plc is able to devote to that role.

The Boards have resolved that Executive Directors may not serve as aNon-Executive Board member on more than one FTSE 100 or Fortune 100 company nor as the ~~Chairperson~~Chair of such a company.

Board Structures and Delegation to Management

The basic responsibility of the Directors is to exercise their business judgment in the way they consider, in good faith, would be most likely to promote the success of Carnival Corporation & plc and for the benefit of the shareholders as a whole. Further details of the responsibilities of the Directors are

Carnival plc Corporate Governance Report

C-3

ANNEX C

set out in the Guidelines. The Boards have a formal schedule of matters specifically reserved to them for decision, which includes the approval of:

annual, interim and quarterly results and financial ~~statements,~~statements;

~~dividends,~~dividends;

significant changes in accounting ~~policy,~~policy;

material acquisitions and ~~disposals,~~disposals;

material ~~agreements,~~agreements;

major capital ~~expenditures,~~expenditures;

annual operating ~~plans,~~plans;

~~Carnival plc Corporate Governance Report~~

~~C-3~~

~~ANNEX C~~

strategic ~~plans,~~plans;

treasury ~~policy,~~policy;

risk management ~~policy,~~policy;

material changes to employee incentive plans as well as approval of share awards or other share-related ~~benefits,~~benefits; and

health, environmental, safety, security and sustainability policies.

Details of the Committees of the Boards are set out in the section below. In addition, any matters reserved for the Boards that arise between formal Board meetings that need to be resolved are delegated to an Executive Committee, comprising two Executive Directors and aNon-Executive Director. ~~Any resolutions made by the Executive Committee are presented for ratification by the Board of Directors at the next Board meeting.~~

The strategic management and direction of, and significant commercial decisions in relation to, global operations of Carnival Corporation & plc, except to the extent reserved to the full Boards under their schedule of reserved matters, is delegated by the Boards to the Boards of subsidiary companies within the group and to management committees of the Boards, which in turn delegate to local management as appropriate.

Committees of the Boards

The following Committees have operated throughout the year. Each Committee has a written charter, copies of which can be found on Carnival Corporation & plc’s website at www.carnivalcorp.com or www.carnivalplc.com.

Audit Committees

~~The~~During fiscal 2018, the Audit Committees of the Boards ~~are~~were comprised of the following ~~four~~five independentNon-Executive Directors: Richard J. Glasier ~~(chairman)~~(Chair), Jason Glen Cahilly, Stuart Subotnick, Laura Weil and Randall J. Weisenburger. On January 14, 2019, Katie Lahey joined the Audit Committees. As a result, the Audit Committees are currently comprised of six independentNon-Executive Directors. The Board of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the Corporate Governance ~~Code.~~Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate. The qualifications of each member of the Audit Committees are contained in the Proxy Statement.

During the year, 1110 meetings of the Carnival plc Audit Committee were held, which were attended by all incumbent members, except for ~~Mr. Weisenburger~~Stuart Subotnick, who attended ~~ten~~nine of ~~the 11 meetings. The Audit Committees also acted on~~10 meetings, having missed one ~~occasion by unanimous written consent.~~due to illness. The Chief Financial Officer and Chief Accounting Officer, the General Counsel and the Chief Audit Officer, who is responsible for the internal audit function and enterprise risk management facilitation within Carnival Corporation & plc, and representatives from the external auditors normally attend meetings at the invitation of the Audit Committees.


C-4				Carnival plc Corporate Governance Report

ANNEX C

The main role and responsibilities of the Audit Committees are to review:

the principal risks or exposures of Carnival Corporation & plc (other than health, environmental, safety, security and sustainability matters),;

the adequacy of internal ~~controls,~~controls;

the quarterly, interim and annual consolidated financial ~~statements,~~statements;

the viability and going concern ~~statements,~~statements;

any formal announcements relating to the Carnival Corporation & plc’s financial ~~performance,~~performance; and

the appointment, replacement, reassignment or dismissal of the Chief Audit Officer.

~~C-4~~

~~Carnival plc Corporate Governance Report~~

~~ANNEX C~~

In addition, our Audit Committees:

liaise with, appoint and assess the effectiveness and independence of, the external ~~auditors,~~auditors;

assist the Boards, if so requested, in ensuring that the annual report and accounts of Carnival plc, taken as a whole, is fair and balanced and understandable and provides the information necessary for shareholders of Carnival plc to assess Carnival plc’s position and performance, business model and ~~strategy,~~strategy;

review compliance with the Carnival Corporation & plc Code of Business Conduct and Ethics; and

establish and monitor the procedures for receipt of employee complaints regarding any alleged fraud or violations of law.

In fulfilling their responsibilities during the year, the Audit Committees have, among other things:

~~Reviewed~~reviewed the quarterly and annual financial results of Carnival Corporation & plc, including accounting matters and key factors affecting financial results and future ~~forecasts,~~forecasts;

~~Reviewed~~reviewed financial statements and related disclosures, and other proposed filings with the U.S. Securities and Exchange Commission and draft earnings press releases of Carnival Corporation & ~~plc,~~plc;

~~Reviewed~~reviewed the form and content of the annual reports and accounts, including the Strategic Report (including the going concern confirmation, the viability statement, the assessment of internal controls and principal risks, and the annual risk management and/or mitigation of principal risks), financial statements and Directors’ Report, to be presented to shareholders of Carnival plc at the ~~year end,~~year-end;

~~Reviewed~~reviewed the form and content of the half year reports (including the going concern confirmation),;

~~Approved,~~approved, together with the Boards of Directors, the viability and going concern ~~statements,~~statements;

~~Confirmed completion~~confirmed receipt of certification letters, disclosure controls and procedure checklists and loss contingency memos from all reporting ~~units,~~units;

~~Received~~received briefings on Carnival Corporation & plc’s Sarbanes-Oxley 404 compliance ~~program,~~program;

~~Reviewed~~reviewed reporting from the independent auditors concerning the audit work performed, identified internal control deficiencies and accounting issues, and all relationships between the independent auditors and Carnival Corporation & ~~plc,~~plc;

~~Reviewed~~reviewed and approved fees for audit andnon-audit related services provided by Carnival Corporation & plc’s independent ~~auditors,~~auditors;

~~Received~~received and reviewed various reports from the independent auditors regarding the planning, status, execution and conclusions of their ~~work,~~work;

~~Received~~received reporting, as well as quarterly briefings, from the Carnival Corporation & plc internal audit department called Risk Advisory & Assurance Services (“RAAS”) ~~Department~~ concerning results from their internal ~~auditing work. Reporting included~~audit work and assigned investigations, including significant findings, any identified internal control deficiencies and management plans for remedial ~~action,~~action;

~~Reviewed~~reviewed reports of ~~the~~ RAAS ~~Department~~ regarding the results of its independent internal investigations of alleged impropriety as assigned by the General ~~Counsel,~~Counsel;

~~Reviewed reports of the RAAS Department issued under the Carnival Corporation & plc’s enterprise risk management program, as well as the~~reviewed RAAS’s company-wide audit risk assessment, historical audit coverage and audit plan for the upcoming ~~year,~~year;

Carnival plc Corporate Governance Report

C-5

~~Reviewed~~ANNEX C

reviewed reports of ~~the~~ RAAS ~~Department~~ concerning progress against their audit plan, department staffing and professional qualifications, and the status of management action plans for previously identified action ~~steps,~~steps;

~~Reviewed~~reviewed reports ~~of the Global Information Technology Department~~ regarding ~~data~~information technology security, including cybersecurity and ~~privacy,~~privacy; and

~~Reviewed~~reviewed the status of complaints received through Carnival Corporation & plc’s third-party administered hotline and other ~~channels, and~~

~~Carnival plc Corporate Governance Report~~

~~C-5~~

~~ANNEX C~~

~~Reviewed and approved certain swap transactions that are exempt from the clearing requirements under the Commodity Exchange Act, as amended, and reviewed our policies governing the use of such swaps.~~channels.

Compensation Committees

The Compensation Committees of the Boards are comprised of the following three independentNon-Executive Directors: Randall J. Weisenburger ~~(chairman)~~(Chair), Richard J. Glasier and Laura Weil.

During the year, four meetings of the Carnival plc Compensation Committees were held, which were attended by all members. Executive Directors are invited to attend for appropriate items, but are excluded when their own performance and remuneration are being discussed and determined.

The Compensation Committees are responsible for the:

evaluation and approval of the Director and officer compensation plans, policies and ~~programs,~~programs;

annual review and approval of the corporate goals and objectives relevant to the ~~CEO’s compensation,~~Chief Executive Officer’s compensation;

determination and approval of the compensation of the ~~CEO,~~Chief Executive Officer, the other Executive Directors and other senior ~~officers,~~officers; and

recommendations to the Boards with respect to the compensation of theNon-Executive Directors.

The Compensation Committees are empowered to retain compensation consultants of their choice to be used to assist in the evaluation of compensation issues.

HESS Committees

~~Until July 13, 2016, the~~The HESS Committees of the Boards ~~were~~are comprised of the following ~~three~~four independentNon-Executive Directors: ~~Sir John Parker (chairman),~~ Sir Jonathon Band ~~and Debra Kelly-Ennis. On July 13, 2016,~~(Chair), Helen Deeble, ~~joined the HESS Committees. As a result, the HESS Committees are currently comprised of four independent Non-Executive Directors.~~Debra Kelly-Ennis and Sir John Parker.

During the year, ~~six~~four meetings of the Carnival plc HESS Committee were held, which were attended by all incumbent members, except for Sir ~~Jonathan Band,~~John Parker who attended ~~five~~three of ~~the six~~four meetings, ~~and Ms. Deeble, who attended the~~having missed one meeting ~~of the HESS Committees held following her appointment~~due to ~~the HESS Committees.~~illness. The ~~CEO~~Chief Executive Officer and the Chief Executive Officers of our cruise brands also attend meetings of the HESS Committees.

The principal function of the HESS Committees is to assist the Boards in fulfilling their responsibility to:

supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability policies, programs, initiatives at sea and ~~ashore,~~ashore; and

comply with legal and regulatory requirements relating to health, environmental, safety, security and sustainability.

The HESS Committees receive quarterly reporting regarding:

the status of Carnival Corporation & plc’s Environmental Compliance Plan, from the Carnival Corporation & plc Maritime Policy and Analysis ~~Department regarding the status of Carnival Corporation & plc’s Environmental Compliance Plan~~Department; and ~~from the RAAS Department regarding~~

the HESS auditing program, which includes all of our vessels, as well as any instances ofnon-compliance and planned remedial ~~action.~~action, focused HESS reviews and significant HESS incident investigations from RAAS.

Nominating & Governance Committees

The Nominating & Governance Committees of the Boards are comprised of the following ~~four~~five independentNon-Executive Directors: Stuart Subotnick ~~(chairman)~~(Chair), Sir Jonathon Band, Richard J. Glasier,


C-6				Carnival plc Corporate Governance Report

ANNEX C

Sir John Parker and Randall J. Weisenburger. The qualifications of each member of the Nominating & Governance Committees are contained in the Proxy Statement.

~~C-6~~

~~Carnival plc Corporate Governance Report~~

~~ANNEX C~~

During the year, four meetings of the Carnival plc Nominating & Governance Committee were held, which were attended by all ~~members.~~members, except for Sir John Parker who attended three of four meetings, having missed one meeting due to illness.

The principal function of the Nominating & Governance Committees is to:

assess and recommend to the Boards candidates for appointment as Directors and members of the ~~Committees,~~Committees;

assist the Boards with ~~CEO~~Chief Executive Officer and Board succession ~~planning,~~planning;

establish procedures to exercise oversight of the evaluation of the Boards and ~~management,~~management;

maintain orientation programs for new Directors and continuing education programs for all ~~Directors,~~Directors; and

annually review and reassess the adequacy of the Guidelines and recommend proposed changes to the Boards for approval.

Further details on the succession planning process and the Nominating & Governance Committees’ approach to diversity are contained in the “Nominations of Directors” of the Proxy Statement ~~under~~and diversity generally are contained in the ~~heading “Board Structure and Committee Meetings,” and~~“Employees” section of the Carnival plc Directors’ Report, which isare incorporated by reference into this Carnival plc Corporate Governance Report.

Carnival plc Supplement to the Report of the Audit Committees

Certain information required to be included in the Carnival plc Report of the Audit Committee is set forth in the Report of the Audit Committees ~~that can be found on page 72 of~~included in the Proxy Statement, and which is incorporated by reference into this Carnival plc Corporate Governance Report. The principal purpose of this Carnival plc Supplement to the Report of the Audit Committees is to comply with the Corporate Governance Code requirements, which are only applicable to Carnival plc.

Significant Accounting Judgments

The significant areas considered by the Carnival plc Audit Committee and discussed with the Carnival plc external auditors, PricewaterhouseCoopers LLP (“PwC”), for fiscal ~~2016~~2018 were as follows:

•

Impairment Reviews of AIDA Cruises (“AIDA”), Costa Cruises (“Costa”) and Cunard Goodwill: The Audit Committee considered whether the carrying value of AIDA’s ~~Costa’s and Cunard’s~~ goodwill held by Carnival plc should be impaired. The judgment in relation to the impairment assessments largely relates to the assumptions underlying the calculation of the fair value less the cost of ~~selling (market participant) model.~~disposal. The Audit Committee evaluated the key assumptions ~~including assessing sensitivities,~~ related to net revenue ~~yields;~~yields, net cruise costs ~~including~~(including fuel ~~prices;~~prices), capacity ~~changes;~~changes, weighted-average cost of capital and long-term growth rates. The Audit Committee performed this evaluation using reports received from management ~~including the Board approved strategic plan,~~ outlining the basis for assumptions ~~used.~~used, including the strategic plan and sensitivity analysis. The Audit Committee performed this evaluation through inquiries with management. The Audit Committee determined that these key assumptions were reasonable and ~~that AIDA’s, Costa’s and Cunard’s~~these brands’ goodwill was not impaired as of July 31, ~~2016~~2018 and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 11).

•

Impairment Reviews of Certain ~~Costa, P&O Cruises (Australia) and P&O Cruises (UK)~~ Ships. The Audit Committee considered whether the carrying value of certain ships ~~within these fleets~~ may be impaired. The judgment in relation to impairment largely relates to the assumptions underlying the calculation of the value in use of the ship being tested for impairment, primarily whether the strategic plan for these ships is achievable and the overall macroeconomic assumptions that underpin the valuation process. The Audit Committee evaluated the key assumptions, including assessing sensitivities, related to net revenue yields, net cruise costs, including fuel prices, life of these ships, estimated sale values, probability of sale occurring and recoverability of proceeds and discount rate. The Audit Committee addressed these matters using reports received from management outlining the basis for assumptions used. The strategic plan for these ships used in

Carnival plc Corporate Governance Report

C-7

ANNEX C

assumptions related to net revenue yields, net cruise costs, including fuel prices, life of these ships, estimated sale proceeds and sale date and changes in strategy, including decisions about the transfer of ships between brands. The Audit Committee addressed these matters using reports received from management outlining the basis for assumptions used, including the strategic plan and sensitivity analysis. The strategic plan for these ships used in the calculation was reviewed by the Audit Committee. The Audit Committee ~~has~~ determined ~~that the judgments made by management are~~these key assumptions were reasonable, these ships were not impaired and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 10).

•

Risks of ~~fraud~~Fraud in ~~relation~~Relation to ~~revenue recognition.~~Revenue Recognition. The Audit Committee considered the presumed risks of fraud as defined by auditing standards and was satisfied that there were no significant issues.

External Auditors and Audit Tendering

The Audit Committees have the responsibility for making a recommendation on the appointment, reappointment and removal of the external auditors. PwC was recommended by the Audit Committees for reappointment as auditors of Carnival plc at the Annual General Meeting held in April ~~2016,~~2018, and reappointment was approved by the shareholders. The Audit Committees also reappointed PwC as Carnival Corporation’s independent registered ~~certified~~ public accounting firm, as ratified by the shareholders at the April ~~2016~~2018 Annual General Meeting. In addition, the policy of the Audit Committees is to undertake a formal assessment of the auditor’s objectivity and independence each year, which includes:

a review ofnon-audit services provided and related fees;

discussion with the auditors pertaining to a written report detailing all relationships with Carnival Corporation & plc and any other party that could affect the independence or the objectivity of the auditors; and

evaluation with the Boards and management of the effectiveness of the external audit process.

PwC has served as Carnival Corporation’s independent auditor from 1986 to 2002. In 2003, following formation of the DLC arrangement between Carnival Corporation and Carnival plc, the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc were tendered. Deloitte & Touche LLP, KPMG LLP and PwC participated in these tenders. Upon completion of this tender process, the Audit Committees decided to recommend to the shareholders that PwC be appointed as the Carnival Corporation and Carnival plc independent auditors for fiscal 2003. The Audit Committees annually evaluate PwC’s performance and have each year recommended that the shareholders vote for the reappointment of PwC as Carnival plc’s independent auditors.

Carnival plc is also subject to European Union (“EU”) regulations regarding this matter. The relevant EU regulation and UK implementing legislation (the Statutory Auditors and Third Country Auditors Regulations 2016) require statutory auditors to rotate after a period of 20 years and include a mandatory competitive tender of audit firms at the 10 year midpoint. The EU regulation, Statutory Auditors and Third Country Auditors Regulations 2016 and the Competition and Market Authority’s (“CMA”) Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the “CMA Order”) applies to FTSE 350 companies for financial years beginning on or after January 1, 2015. Carnival plc confirms that it complied with the provisions of the CMA Order in fiscal 2016. The comply-or-explain provision in the Corporate Governance Code on audit tendering continues to apply to Carnival plc for the current year but has been withdrawn in the version of the Corporate Governance Code which applies to fiscal 2017. Carnival plc is also subject to European Union (“EU”) regulations regarding this matter, which will apply to fiscal 2017.

The relevant EU regulation requires statutory auditors to rotate after a period of 20 years. This maximum period had been set in the UK, and includes a mandatory competitive tender of audit firms at the 10 year midpoint. The EU regulation and CMA Order also set out transitional rules that determine the latest date for the initial rotation or tender process. PwC has been Carnival plc’s auditor since fiscal 2003, so the transitional rules state that they may not be reappointed more than nine years after June 2014, effectively meaning that the audit firm must be changed for the fiscal 2024 audit at the latest. ~~In Carnival plc’s case, the CMA’s transitional rules have the same effect as the EU regulation.~~

As a result, the Audit Committees currently intend to tender the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc in 2022 for the 2024 audits.

C-8

Carnival plc Corporate Governance Report

ANNEX C

Our reasons for not putting the audits out for tender until 2022 for the fiscal 2024 audits and for recommending that PwC be appointed Carnival plc’s auditor for ~~2017~~2019 are as follows:

PwC is one of the largest independent audit firms in the world. In addition, PwC is uniquely qualified because they are the auditors ~~for~~of the three largest public cruise companies in the world, which comprise over 75% of the global cruise industry. As such, it has an exceptional level of understanding of the cruise industry, the significant accounting principles used by it and the economic environment in which it operates.

Carnival Corporation & plc ~~have~~has periodically undertaken internal surveys to confirm PwC’s qualifications and performance, the quality and candor of their communication with the Audit Committees and management and their independence, objectivity and professional skepticism. The results of these surveys have supported the Audit Committees’ and management’s recommendations to appoint PwC as the independent auditors of Carnival Corporation & plc and Carnival plc.

PwC’s lead audit engagement partner for Carnival Corporation & plc and ~~its~~the engagement partner for Carnival plc are rotated from the engagement at least every five years. The PwC engagement partners working on subsidiaries are rotated from these engagements at least every seven years or in the case of significant EU subsidiaries, for the periods beginning on or after June 17, 2016, the engagement partners will be rotated at least every five years. The Audit Committees actively participate in the selection of the lead audit engagement partners. The Audit Committees and management believe the partner rotations support an independent auditor view of our operations and provide fresh insights into the audit processes.

The Audit Committees meet regularly with PwC in executive sessions, where management is not present. These executive sessions, which are not required under UK or U.S. regulations, further support PwC’s independence from management.

The Audit Committees’ Key Policies and Procedures establish a framework to monitor and maintain PwC’s independence. These Key Policies and Procedures require, among other things,pre-approval from the Audit Committees for audit and permissiblenon-audit services prior to the performance of any such services in accordance with UK and U.S. regulations. The Audit Committees only approve services to be provided by PwC that are consistent with these regulations, which helps to support auditor independence.

The communication between the Audit Committees and PwC has been timely and informative, which has assisted the Audit Committees in the performance of their oversight responsibilities.

The Audit Committees and management believe that PwC has performed the audits of Carnival Corporation & plc and Carnival plc with proper professional skepticism and demonstrated the necessary knowledge, experience and skills to meet their audit requirements.

Based on the review and analysis of audit fees of comparable public companies, the Audit Committees and management believe the PwC audit fees are competitive.

The Audit Committees continue to be confident that the effectiveness and independence of the external auditors is not impaired in any way. There are no contractual restrictions on the choice of external auditor and, therefore, a resolution proposing the reappointment of PwC as external auditors will be put to the Carnival plc shareholders at the ~~2017~~2019 Annual General Meeting.

The fees payable to PwC in respect of the audit andnon-audit services provided to Carnival plc during fiscal ~~2016~~2018 were $1.7 million and $0.1, ~~million,~~ respectively. The policy on Audit Committeepre-approval and permissiblenon-audit work of the independent auditors, are set out in the ~~Proxy Statement under the heading~~ “Independent Registered ~~Certified~~ Public Accounting Firm,” section of the Proxy Statement, which is incorporated by reference into this Carnival plc Corporate Governance Report.

The CMA Order applies to FTSE 350 companies. Carnival plc confirms that it complied with the provisions of the CMA Order in fiscal 2018.

Carnival plc Corporate Governance Report

C-9

ANNEX C

UK Financial Reporting Council Audit Quality Review

During fiscal 2018, the 2017 external audit of Carnival plc by PwC was reviewed by the UK Financial Reporting Council Audit Quality Review team. The Audit Quality Review team routinely monitors the quality of audit work of certain UK audit firms through inspections of sample audits and related procedures at those audit firms. As part of the process, the Chairman of the Audit Committee had a discussion with a representative from the Audit Quality Review team and provided feedback at the end of the review to the other members of the Audit Committee. The Audit Committee and PwC have discussed the outcome of the review, noting there were no findings or changes to the 2018 audit approach resulting from the inspection. The outcome of the review provided us with assurance as to the quality of the audit performed by PwC.

On behalf of the Audit Committee

LOGO

Richard J. Glasier

~~Chairman~~Chair of the Audit Committee

January ~~30, 2017~~28, 2019

~~Carnival plc Corporate Governance Report~~

~~C-9~~

~~ANNEX C~~

Information and Professional Development

The Company Secretary is required to provide members of the Boards with appropriate information in advance of each meeting and Directors are required to devote adequate preparation time reviewing this information in advance of each meeting. The Company Secretary is also responsible for advising the Boards through the Chairman on all corporate governance matters.

All Directors have access to the advice and services of the Company Secretary and are permitted to obtain independent professional advice, at Carnival Corporation & plc’s expense, as he or she may deem necessary to discharge his or her responsibilities as a Director. A Director is required to inform the Senior Independent Director of his or her intention to do so.

Directors are offered the opportunity to attend training programs of their choice. The subject matter and content of such programs are reviewed periodically during the year.

Board Performance Evaluations

During fiscal ~~2016,~~2018, the Nominating & Governance Committees conducted performance evaluations of the Boards, the Boards’ Committees and the members of our Boards of Directors. The performance review of Micky Arison, in his role as Chairman, was conducted separately by theNon-Executive Directors, led by the then Senior Independent Director, ~~Stuart Subotnick,~~Randall J. Weisenburger, taking into account the view of the other Executive Director.

As part of the Boards’ evaluation exercise, each Director was required to complete a questionnaire about the performance of the Boards and their Committees. All questionnaires were reviewed and assessed by the Nominating & Governance Committees.


C-10				Carnival plc Corporate Governance Report

ANNEX C

In addition, the Nominating & Governance Committees reviewed the individual performance of each Director focusing on his or her contribution to Carnival Corporation & plc, and specifically focusing on areas of potential improvement. In making their assessment, the Nominating & Governance Committees reviewed considerations of age, diversity, experience and skills in the context of the needs of the Boards, and with the aim of achieving an appropriate balance on the Boards.

The Nominating & Governance Committees also discussed and reviewed withNon-Executive Directors any significant time commitments they have with other companies or organizations. In addition, the number of directorships held byNon-Executive Directors was taken into account, in line with Carnival Corporation & plc’s policy on limiting multiple appointments.

The Nominating & Governance Committees reported the results of the reviews to the Boards, concluding that each Director was an effective member of the Boards and had sufficient time to carry out properly their respective commitments to the Boards, their Committees and all other such duties as were required of them. It is the view of the Nominating & Governance Committees that the Boards continued to operate effectively during fiscal ~~2016.~~2018.

During fiscal ~~2016,~~2018, the Nominating & Governance Committees also reviewed their own performance against their respective charters by completing questionnaires that were provided to the ~~Chairman~~Chair of the Nominating & Governance Committees. The results of such reviews were discussed among the members and reported to the Boards. The Boards concluded that the Nominating & Governance Committees continued to function effectively and continued to meet the requirements of their respective charters.

The Corporate Governance Code requires that an externally facilitated evaluation on the Board’s effectiveness be undertaken at least once every third year. During fiscal 2016, the Nominating & Governance Committees engaged The Governance Solutions Group, an independent third-party governance expert which has no other connection with Carnival Corporation & plc, to perform an

assessment of the effectiveness of the Boards. The third-party governance expert interviewed each

~~C-10~~

~~Carnival plc Corporate Governance Report~~

~~ANNEX C~~

Director elected in 2016 and members of senior management who interact substantially with the Board, reviewed the results of the assessment with the incumbent Senior Independent Director and then organized and summarized the assessment for discussion with the full Board.

Directors’ Remuneration

The Carnival plc Directors’ Remuneration Report is presented in two parts, with Part I forming part of the Proxy Statement ~~to which this report is annexed~~ and Part II being attached as Annex B to ~~that~~the Proxy Statement. A resolution to approve the Carnival plc Directors’ Remuneration Report will be proposed at the forthcoming Annual General Meeting. In addition, because it has been three years since the Directors’ Remuneration Policy was approved by shareholders at the 2014 Annual General Meeting, as required by UK company law, a resolution to approve the revised Directors’ Remuneration Policy will also be proposed for approval at the forthcoming2019 Annual General Meeting.

Relations with Shareholders

The formal channels of communication by which the Boards communicate to shareholders the overall performance of Carnival Corporation & plc are the Annual Reports, Carnival plc half yearly financial report, joint Annual Report on Form10-K, joint Quarterly Reports on Form10-Q, ~~and~~ joint Current Reports on Form8-K, ~~the~~ Proxy Statement and press releases.

Senior management andNon-Executive Directors of Carnival Corporation & plc meet periodically with representatives of institutional shareholders to discuss their views and to enable the strategies and objectives of Carnival Corporation & plc to be well understood. Issues discussed with institutional shareholders include executive compensation, performance, business strategies and any corporate governance concerns.

Carnival plc Corporate Governance Report

C-11

ANNEX C

Presentations are made to representatives of the investment community periodically in the U.S., the UK and elsewhere. Results of each fiscal quarter are reviewed with the investment community and others following each quarter on conference calls that are broadcast live over the Internet.

The Boards receive periodic briefings from management regarding feedback and information obtained from Carnival Corporation & plc’s shareholders and brokers. During fiscal ~~2016,~~2018, Carnival Corporation & plc’s management made presentations to the Boards regarding shareholder issues. The Boards’ members were also provided with copies of reports prepared by key market analysts.

Shareholders will have the opportunity at the ~~forthcoming~~2019 Annual General Meeting, notice of which is contained in the Proxy Statement, to ~~which this report is annexed, to~~ put questions to the Boards, including the ~~Chairpersons~~Chairs of the Committees of the Boards.

The Boards have implemented procedures to facilitate communications between shareholders or interested parties and the Boards. Shareholders or interested parties who wish to communicate with the boards or the Senior Independent Director should address their communications to the attention of the Company Secretary of Carnival Corporation & plc at 3655 N.W. 87^th Avenue, Miami, Florida 33178-2428 ~~U.S.A.~~United States of America. The Company Secretary ~~maintains a log of all such communications and~~ promptly forwards to the Senior Independent Director ~~Stuart Subotnick,~~ those communications which the Company Secretary believes require immediate ~~attention, and also periodically provides the Senior Independent Director with a summary of all such communications and any responsive action taken.~~attention. The Senior Independent Director notifies the Boards or the ~~Chairman~~Chair of the relevant Committees of the Boards of those matters that he believes are appropriate for further action or discussion.

Annual Meetings of Shareholders

AsBecause we have shareholders in both the UK and the U.S., we rotate the location of the Annual Meetings between the UK and the U.S. each year in order to accommodate shareholders on both sides of the Atlantic. Last year we held our Annual Meetings in the ~~United States,~~U.S., and this year we will be holding them in the ~~United Kingdom.~~

~~Carnival plc Corporate Governance Report~~

~~C-11~~

~~ANNEX C~~

UK.

This year the Annual Meetings will be held at ~~The Dorchester, 53 Park Lane, Mayfair,~~Mandarin Oriental Hotel – Ballroom Entrance, 66 Knightsbridge, London ~~W1K 1QA,~~SW1X 7LA, United Kingdom on ~~Wednesday,~~Tuesday, April ~~5, 2017.~~16, 2019. The meetings will commence at 9:30 a.m. (BST), and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

We are also offering an audio replay of the business portion of the Annual Meetings, which will be available shortly after the meetings at www.carnivalcorp.com or www.carnivalplc.com.

Internal control and risk management

A description of the Carnival Corporation & plc internal controls and risk management systems in relation to the financial reporting process can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements under section 4.3. Internal Control and Risk Assessment.

Directors’ Responsibility for Financial Statements

The Statement of Directors’ Responsibilities in relation to the Carnival plc financial statements ~~follows~~is included in the Carnival plc Directors’ Report inattached as Annex A ofto the Proxy Statement.


C-12				Carnival plc Corporate Governance Report

ANNEX C

Statement of Compliance with the Corporate Governance Code ~~published by the UK Financial Reporting Council in September 2014~~

Carnival Corporation & plc has applied the main principles of the Corporate Governance Code and complied with its provisions throughout the year ended November 30, ~~2016,~~2018, with the following exception:

annual bonuses of U.S. Executive Directors form part of their pensionable salary (which is explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement)~~; and~~

~~there was no audit tender during 2016 (which is explained above in this Corporate Governance Report)~~.

In prior years, this statement also referred to granting long-term incentive awards, which were not subject to pre-vest performance conditions consistent with U.S. practice. Our Compensation Committees have changed our remuneration practices so all future grants for service beginning in 2016 are subject to either pre-grant or pre-vest performance conditions. The terms of equity-based awards granted for prior years remain unchanged.

By order of the Board

LOGO

Arnaldo Perez

Company Secretary

January ~~30, 2017~~28, 2019

~~C-12~~Carnival plc Corporate Governance Report

C-13

LOGO

ATTN: DOREEN FURNARI

3655 N.W. 87TH AVENUE

MIAMI, FL 33178-2428

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


		E55810-P17203			KEEP THIS PORTION FOR YOUR RECORDS


					DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CARNIVAL CORPORATION

The Boards of Directors unanimously recommend that you cast your vote “FOR” Proposals 1-20.

For

Against

Abstain

1. To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

2. To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

For

Against

Abstain

3. To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

14. To approve the Carnival plc ~~Corporate Governance~~Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).

☐

4. To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Carnival Corporation.

☐

5. To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

6. To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

16. To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with legal requirements applicable to UK companies).

☐

7. To re-elect Debra Kelly-Ennis as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

17. To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2018 (in accordance with legal requirements applicable to UK companies).

☐

8. To elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

18. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

☐

9. To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

19. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

☐

10. To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

20. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).

☐

11. To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

21. To transact such other business as may properly come before the meeting.

☐

12. To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

13. To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

☐

PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE ANNUAL MEETING ON THIS PROXY CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.

Please indicate if you plan to attend this meeting.

☐

Yes

☐

(Please sign exactly as name appears above.)

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E55811-P17203

CARNIVAL CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL ~~5, 2017~~16, 2019

The undersigned shareholders of Carnival Corporation hereby revoke all prior proxies and appoint Micky Arison and Arnaldo Perez, and each of them, proxies and attorneys in fact, each with full power of substitution, with all the powers the undersigned would possess if personally present, to vote all shares of common stock of Carnival Corporation which the undersigned is entitled to vote at the annual meeting of shareholders to be held on April ~~5, 2017~~16, 2019 or any postponement or adjournment of the annual meeting.

~~Please mark your vote as indicated in this example:~~☒

The Boards of Directors unanimously recommend that you cast your vote “FOR” Proposals 1 through 11 and 13 through 20, and in the case of Proposal 12, that you vote in favor of recommending that the vote to approve the compensation of our Named Executive Officers will occur on an annual basis.

1.	~~To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

2.	~~To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

3.	~~To elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

4.	~~To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

5.	~~To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

6.	~~To re-elect Debra Kelly-Ennis as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

7.	~~To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

8.	~~To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

9.	~~To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~10.~~

~~To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~11.~~

~~To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~12.~~

To hold a (non-binding) advisory vote to determine how frequently the shareholders of Carnival Corporation & plc should be provided with a non-binding advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

1 �� 2 3 ABSTAIN
☐
☐ ☐ ☐

~~13.~~

To approve the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) (in accordance with legal requirements applicable to UK companies).


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~14.~~

To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~15.~~

To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation.


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~16.~~

~~To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~17.~~

~~To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2016 (in accordance with legal requirements applicable to UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~18.~~

~~To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~19.~~

~~To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~20.~~

To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
☐	☐	☐

~~21.~~

~~To transact such other business as may properly come before the meeting.~~


	~~Yes~~	No
~~Please indicate if you plan to attend the annual meeting.~~	☐	☐

~~PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE ANNUAL MEETING ON THIS PROXY CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.~~

The shares represented by this Proxy will be voted as specified herein.If not otherwise specified, such shares will be voted by the proxies FOR Proposals 1 through 11 and 13 through 20, and in the case of Proposal 12, such shares will be voted in favor of recommending that the vote to approve the compensation of our Named Executive Officers will occur on an annual basis.1-20.



~~Signature~~						~~Signature~~
~~(Please sign exactly as name appears above.)~~


~~Dated: , 2017~~

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

~~Carnival plc Logo~~

Continued and to be signed on reverse side

~~Admission Card~~

LOGO

Annual General Meeting ~~– Wednesday, April 5, 2017 at 9:30 a.m. (BST)~~

~~Venue~~

~~The Dorchester~~

~~53 Park Lane Mayfair London W1K 1QA United Kingdom~~

~~Name of Shareholder.~~

~~Address of Shareholder.~~

~~Notice of Availability – important, please read carefully.~~

~~You can now access the 2016 Strategic Report and Financial Statements and Notice of Annual General Meetings at www.carnivalplc.com. You can submit your proxy via the internet at www.sharevote.co.uk.~~

If you come to the meeting please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible. Please also see overleaf.

~~Notes:~~

1 A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and vote instead of him. All of the proposed resolutions will be voted on a poll. A proxy need not be a shareholder of the Company.

2. A shareholder who appoints more than one proxy must appoint each proxy to exercise the votes attaching to specified shares held by that shareholder. To appoint more than one proxy, (an) additional proxy card(s) may be obtained by contacting the Company’s registrars on 0371 384 2665* from within the United Kingdom (or +44 (0)121 415 7107 from elsewhere) or you may photocopy this proxy card. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.

All proxy cards must be signed and should be returned together in the same envelope. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one which was executed last shall be treated as replacing and revoking the others in their entirety as regards that share. If the Company is unable to determine which was executed last, none of them shall be valid in respect of that share.

3. To be valid, your signed and dated proxy card must be completed, signed and deposited together with any power of attorney or authority under which it is signed or a certified copy of such power of attorney or authority (whether delivered personally or by post), at the offices of the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and no later than 9:30 a.m. (BST) on April 3, 2017. In the case of a corporation, the proxy card should be executed under its common seal and/or the hand of a duly authorised officer or person.

4. The Abstain box is provided to enable you to abstain on any particular resolution. However, it should be noted that a vote “Abstain” is not a vote in law and will not be counted in the calculation of the proportion of votes “for” and “against” a resolution but will be counted to establish if a quorum is present.

5. If you would like to submit your proxy vote via the Internet, you can do so by accessing the www.sharevote.co.uk website. To do this you will need to use the Voting ID, Task ID and Shareholder Reference Number, which are given opposite. Alternatively CREST members can submit their proxy through the CREST Electronic Proxy Appointment Service (ID RA19).

6. Only those shareholders registered on the register of members of the Company at 6:30 p.m. (BST) on April 3, 2017 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6.30 p.m. (BST) on April 3, 2017 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

7. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the relevant joint holding.

8. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer’s agent (ID RA19) by 9:30 a.m. (BST) on April 3, 2017. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST System) from which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

~~9. Return of this proxy card will not prevent a registered shareholder from attending the meeting and voting in person.~~

10. In respect of any resolution for which you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution, in respect of your total holding, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting.

*Lines are open 8:30 a.m. to 5:30 p.m., Monday to Friday

~~sharevote .co.uk~~

~~Name of Shareholder (s)~~

~~2715-108-S~~

+ + 2715-127-S VOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER

I/We, hereby appoint the Chairman of the meeting, or

as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Carnival plc (the Company) to be held on ~~Wednesday,~~Tuesday, April ~~5, 2017~~16, 2019 and at any adjournment of the meeting. I would like my proxy to vote on the resolutions proposed at the meeting as indicated on this proxy card.

Please indicate your vote by marking the appropriate boxes in black ink like ~~this:~~this X

Proposal For Against Abstain Proposal For Against Abstain 1. To re-elect Micky Arison as a Director of 13. To hold a (non-binding) advisory vote to Carnival Corporation and Carnival plc approve executive compensation 2. To re-elect Sir Jonathon Band as a Director 14. To approve the Carnival plc Directors’ of Carnival Corporation and Carnival plc Remuneration Report 3. To re-elect Jason Glen Cahilly as a Director 15. To re-appoint the UK rm of of Carnival Corporation and Carnival plc PricewaterhouseCoopers LLP as independent auditors of Carnival plc and 4. To re-elect Helen Deeble as a Director of to ratify the selection of the U.S. rm of Carnival Corporation and Carnival plc PricewaterhouseCoopers LLP as the 5. To re-elect Arnold W. Donald as a Director independent registered public accounting of Carnival Corporation and Carnival plc rm of Carnival Corporation 6. To re-elect Richard J. Glasier as a Director 16. To authorize the Audit Committee of of Carnival Corporation and Carnival plc Carnival plc to determine the remuneration of the independent auditors of Carnival plc 7. To re-elect Debra Kelly-Ennis as a Director of Carnival Corporation and Carnival plc 17. To receive the UK accounts and reports of the Directors and auditors of Carnival plc 8. To elect Katie Lahey as a Director of for the year ended November 30, 2018 Carnival Corporation and Carnival plc 18. To approve the giving of authority for the 9. To re-elect Sir John Parker as a Director of allotment of new shares by Carnival plc Carnival Corporation and Carnival plc 19. To approve the disapplication of 10. To re-elect Stuart Subotnick as a Director of pre-emption rights in relation to the Carnival Corporation and Carnival allotment of new shares by Carnival plc 11. To re-elect Laura Weil as a Director of 20. To approve a general authority for Carnival Corporation and Carnival plc Carnival plc to buy back Carnival plc 12. To re-elect Randall J. Weisenburger as a ordinary shares in the open market Director of Carnival Corporation and Carnival plc *Please tick here if this proxy appointment is one of multiple appointments being made. Date Signature *For the appointment of more than one proxy, please refer to Note 2. This card should not be used for any comments, change of address, or other queries. Please send a separate instruction.

LOGO

Poll Card Please bring this card with you to the meeting. Do NOT post this card to the Registrar. RESOLUTIONS For Against Abstain 1. Tore-elect Micky Arison as a Director of Carnival Corporation and Carnival plc

2. Tore-elect Sir Jonathon Band as a Director of Carnival Corporation and Carnival plc

3. To ~~elect~~re-elect Jason Glen Cahilly as a Director of Carnival Corporation and Carnival plc 4. To re-elect Helen Deeble as a Director of Carnival Corporation and Carnival plc

4. 5. Tore-elect Arnold W. Donald as a Director of Carnival Corporation and Carnival plc

5. 6. Tore-elect Richard J. Glasier as a Director of Carnival Corporation and Carnival plc

6. 7. Tore-elect Debra Kelly-Ennis as a Director of Carnival Corporation and Carnival plc

7. 8. To elect Katie Lahey as a Director of Carnival Corporation and Carnival plc 9. To re-elect Sir John Parker as a Director of Carnival Corporation and Carnival plc

8. 10. Tore-elect Stuart Subotnick as a Director of Carnival Corporation and Carnival

9. plc 11. Tore-elect Laura Weil as a Director of Carnival Corporation and Carnival plc

~~10.~~ 12. Tore-elect Randall J. Weisenburger as a Director of Carnival Corporation and Carnival plc

~~Proposal For Against Abstain~~

~~11.~~ 13. To hold a(non-binding) advisory vote to approve executive compensation

~~12. To hold a(non-binding)~~ ~~advisory vote to determine how frequently the shareholders of Carnival Corporation & plc should be provided with anon-binding~~ ~~advisory vote to approve executive compensation 1 2 3 Abstain~~

~~13.~~ 14. To approve the Carnival plc Directors’ Remuneration Report ~~(other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) For Against Abstain~~

~~14.~~15. To ~~approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report~~

~~15. To~~re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors ~~for~~of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered ~~certified~~ public accounting firm ~~for~~of Carnival Corporation

16. To authorize the Audit Committee of Carnival plc to ~~agree~~determine the remuneration of the independent auditors of Carnival plc

(in accordance with legal requirements applicable to UK companies) 17. To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, ~~2016~~

2018 18. To approve the giving of authority for the allotment of new shares by Carnival plc

19. To approve the disapplication ofpre-emption rights in relation to the allotment of new shares by Carnival plc

20. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market

*Please tick here if this proxy appointment is one of multiple appointments being made.

~~Date~~ Name Signature

~~RESPONSE LICENCE No.~~

~~BARCODE~~

~~Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6GL~~

*For the appointment of more than one proxy, please refer to Note 2.

~~This card should not used by any comments, change of address, or other inquiries. Please send a separate instruction.~~

~~Poll Card~~

~~Please bring this card with you to the meeting. Do NOT post this card to the Registrar.~~

~~RESOLUTIONS For Against Abstain~~

~~1. Tore-elect~~ ~~Micky Arison as a Director of Carnival Corporation and Carnival plc~~

~~2. Tore-elect~~ ~~Sir Jonathon Band as a Director of Carnival Corporation and Carnival plc~~

~~3. To elect Helen Deeble as a Director of Carnival Corporation and Carnival plc~~

~~4. Tore-elect~~ ~~Arnold W. Donald as a Director of Carnival Corporation and Carnival plc~~

~~5. Tore-elect~~ ~~Richard J. Glasier as a Director of Carnival Corporation and Carnival plc~~

~~6. Tore-elect~~ ~~Debra Kelly-Ennis as a Director of Carnival Corporation and Carnival plc~~

~~7. Tore-elect~~ ~~Sir John Parker as a Director of Carnival Corporation and Carnival plc~~

~~8. Tore-elect~~ ~~Stuart Subotnick as a Director of Carnival Corporation and Carnival plc~~

~~9. Tore-elect~~ ~~Laura Weil as a Director of Carnival Corporation and Carnival plc~~

~~10. Tore-elect~~ ~~Randall J. Weisenburger as a Director of Carnival Corporation and Carnival plc~~

~~11. To hold a(non-binding)~~ ~~advisory vote to approve executive compensation~~

13. To approve the Carnival plc Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report) For Against Abstain

~~14. To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Carnival plc Directors’ Remuneration Report~~

~~15. Tore-appoint~~ the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation

~~16. To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc~~

~~17. To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2016~~

~~18. To approve the giving of authority for the allotment of new shares by Carnival plc~~

~~19. To approve the disapplication ofpre-emption~~ ~~rights in relation to the allotment of new shares by Carnival plc~~

~~20. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market~~

~~Name: Signature:~~


Carnival Corporation Shareholders*		Carnival plc Shareholders
•	Using the Internet at www.proxyvote.com	•	Using the Internet at www.sharevote.co.uk
•	Calling toll-free 1-800-690-6903	•	Using CREST electronic proxy appointment service (if you hold your shares through CREST)
•	Mailing your signed form	•	Mailing your signed proxy form


Board Committee	The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group of Non-Executive Directors. To that end, the compensation program for the Non-Executive Directors is evaluated annually by theChair Retainer
Audit Committees		$30,000
Compensation Committees ~~to ensure it is competitive.~~ Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers are pro-rated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service.		$30,000
Executive Committees		—
HESS Committees		$30,000
Nominating & Governance Committees		$15,000


LETTER TO SHAREHOLDERS FROM THE CHAIRMAN			1

VOTING INFORMATION			2

NOTICE OF ~~2017~~2019 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS			3

NOTICE OF ~~2017~~2019 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS			6

PROXY STATEMENT			12

GOVERNANCE			13
PROPOSALS ~~1-10~~1-12 Election orRe-Election of Directors			13
Board and Committee Governance			2022
Director Compensation			2528
~~Director Independence and~~ Related Person Transactions			27

~~SHARE OWNERSHIP~~			30

SHARE OWNERSHIP			32
Share Ownership of Certain Beneficial Owners and Management			3032
Section 16(a) Beneficial Ownership Reporting Compliance			33

~~COMPENSATION~~			34
~~PROPOSAL 11 Advisory (Non-Binding) Vote to Approve Executive Compensation~~			34
~~PROPOSAL 12 Advisory (Non-Binding) Vote on How Frequently Shareholders should Vote to Approve Compensation of the Named Executive Officers~~			35

~~PROPOSAL 13 Approval of Carnival plc Directors’ Remuneration Report~~COMPENSATION			36
PROPOSAL ~~14 Approval of the Carnival plc Directors’ Remuneration Policy~~13 Advisory(Non-Binding) Vote to Approve Executive Compensation			36
PROPOSAL 14 Approval of Carnival plc Directors’ Remuneration Report			37
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report – Part I			37
Report of the Compensation Committees			5855
Compensation Committee Interlocks and Insider Participation			5855
Compensation Tables			5956
Potential Payments on Termination or Change of Control			63
CEO Pay Ratio			67

AUDIT MATTERS			69
Report of the Audit Committees			69
Independent Registered Public Accounting Firm			70
PROPOSALS 15 & 16Re-Appointment and Remuneration of Independent Auditors of Carnival plc and Ratification of Independent Registered Public Accounting Firm of Carnival Corporation			71

OTHER PROPOSALS			72
~~Report of the Audit Committees~~			72
~~Independent Registered Certified Public Accounting Firm~~			73
~~PROPOSALS 15 & 16 Re-Appointment and Remuneration of Independent Auditors for Carnival plc and Ratification of Independent Registered Certified Public Accounting Firm for Carnival Corporation~~			74

~~OTHER PROPOSALS~~			75
PROPOSAL 17 Receipt of Accounts and Reports of Carnival plc			7572
PROPOSALS 18 &19 Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication ofPre-Emption Rights Applicable to the Allotment of New Carnival plc Shares			7572
PROPOSAL 20 General Authority to Buy Back Carnival plc Ordinary Shares			7774

QUESTIONS AND ANSWERS			7976
Questions Applicable to All Shareholders			7976
Questions Specific to Shareholders of Carnival Corporation			81
Questions Specific to Shareholders of Carnival plc			84
~~Questions Specific to Shareholders of Carnival plc~~			87

ANNEX A Carnival plc Directors’ Report			A-1
ANNEX B Carnival plc Directors’ Remuneration Report – Part II			B-1
ANNEX C Carnival plc Corporate Governance Report			C-1


~~January 30, 2017~~March 7, 2019				Sincerely,

				Micky Arison
				Chairman of the Boards of Directors


~~When:~~2				~~Where:~~ Carnival Corporation & plc 2019 Proxy Statement


When	Where

~~Wednesday,~~Tuesday, April ~~5, 2017~~16, 2019 9:30 a.m., local time		~~The Dorchester~~Mandarin Oriental Hotel – Ballroom Entrance ~~53 Park Lane~~ ~~Mayfair~~66 Knightsbridge London ~~W1K 1QA~~SW1X 7LA United Kingdom


Micky Arison

Carnival Corporation Director since1987 Carnival plc Director since2003 Age:67 69		Mr. Arison has been Chairman of the Board of Directors of Carnival Corporation since 1990. He has been Chairman of the Board of Directors of Carnival plc since 2003. He was Chief Executive Officer of Carnival Corporation (formerly known as Carnival Cruise Lines) from 1979 to 2013 and was Chief Executive Officer of Carnival plc from 2003 to 2013. Board Committees: Executive (Chair) Other Public Company Boards: None Qualifications: Mr. Arison’s qualifications to serve on the Boards include his decades of leadership experience with Carnival Corporation & plc, as well asin-depth knowledge of our business, our history and the cruise industry, all gained through more than 45 years of service with our companies.


Sir Jonathon Band

Carnival Corporation Director since2010 Carnival plc Director since2010 Age:67 69		Sir Jonathon ~~has been a Director of Carnival Corporation and Carnival plc since 2010. He~~ served in the British Navy from 1967 until his retirement in 2009, having served as First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy, until 2009. He was a Director of Lockheed Martin UK Limited from 2010 to 2015. Board Committees: ~~HESS~~Health, Environmental, Safety & Security (“HESS”) (Chair) and Nominating & Governance Other Public Company Boards: None Qualifications: Sir Jonathon’s qualifications to serve on the Boards include his extensive experience in maritime and security matters gained through his 42 years of service with the British Navy. He also brings an international perspective of company and industry matters.


Jason Glen Cahilly

Carnival Corporation Director since 2017 Carnival plc Director since2017 Age:48		Mr. Cahilly is the Founder and Chief Executive Officer of Dragon Group LLC, a private investment firm, which concurrently provides business management consulting and advisory services. Mr. Cahilly previously served as Chief Strategic and Financial Officer of the National Basketball Association, a North American professional basketball league, from 2013 to 2017, as well as a Director of the Board of NBA China. Prior to that, Mr. Cahilly spent 12 years at Goldman Sachs & Co., where he served as a partner and the globalco-head of media and telecommunications. Board Committees: Audit Other Public Company Boards: None Qualifications: Mr. Cahilly’s qualifications to serve on the Boards include his more than 20 years’ experience in the global media, entertainment, sports, technology, leisure, communications and finance sectors in a variety of senior leadership roles.


Helen Deeble

Carnival Corporation Director since~~July~~ 2016 Carnival plc Director since~~July~~ 2016 Age:5557		Ms. Deeble ~~has been~~was the Chief Executive Officer of P&O Ferries Division Holdings Ltd., apan-European shipping and logistics business, ~~since 2006.~~from 2006 until 2017. She is also aNon-Executive Director of the Port of London Authority ~~The Standard Club Ltd.~~ and a member the Supervisory Board of the UK Chamber of Shipping. Board Committees: HESS Other Public Company Boards: None Qualifications: Ms. Deeble’s qualifications to serve on the Boards include her more than 30 years’ experience in retail, transport, logistics and leisure sectors in finance and general management ~~roles.~~roles, including significant maritime operational and commercial experience gained through her service as a chief executive officer of a passenger shipping organization. She is also a UK Chartered Accountant.


Arnold W. Donald

Carnival Corporation Director since2001 Carnival plc Director since2003 Age:6264		Mr. Donald has been President and Chief Executive Officer of Carnival Corporation & plc since 2013. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal^® and Canderel^® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000, he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He previously served as a Director ofOil-Dri Corporation of America from 1997 to 2013 and The Laclede Group, Inc. from 2003 to 2014. Board Committees: Executive Other Public Company Boards: Bank of America Corporation (since 2013); and Crown Holdings, Inc. (since 1999) ~~Qualifications~~:Qualifications: Mr. Donald’s qualifications to serve on the Boards include his broad leadership and other executive skills gained through his prior executive leadership experience with aFortune-100 science-based research and development, manufacturing and marketing company, a privately held company with global operations, and as head of a large international research-basednot-for-profit corporation. He also has broad experience in corporate governance, having served as a Director, past and present, of a number of other publicly-traded companies.


Richard J. Glasier

Carnival Corporation Director since2004 Carnival plc Director since2004 Age:7173		Mr. Glasier was President of Argosy Gaming Company, an owner and operator of casinos, from 2002 to 2005, and its Chief Executive Officer from 2003 until 2005. From 1995 to 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer of Royal Caribbean Cruises Ltd., a global cruise company. Board Committees: Audit (Chair), Compensation and Nominating & Governance Other Public Company Boards: None Qualifications: Mr. Glasier’s qualifications to serve on the Boards include significant cruise industry experience as a senior financial officer of a major cruise line, as well as his managerial and corporate governance expertise acquired as the Chief Executive Officer of a New York Stock Exchange-listed operator of hotels and casinos, and as ~~a Director~~well as many years of ~~other~~ public ~~companies.~~company board experience.


Debra Kelly-Ennis

Carnival Corporation Director since2012 Carnival plc Director since2012 Age:6062		Ms. Kelly-Ennis was President and Chief Executive Officer of Diageo Canada, Inc., a subsidiary of Diageo plc, a global spirits, wine and beer company, from 2008 to 2012. From 2005 to 2008, she was Chief Marketing Officer for Diageo North America Inc., another subsidiary of Diageo plc. Ms. Kelly-Ennis has also held marketing, sales and general management positions with leading companies such as RJR/Nabisco, Inc., The Coca-Cola Company, General Motors Corporation and Grand Metropolitan PLC. She has been honored as one of the Top 100 Most Powerful Women in Canada in 2012, 2011, 2010 and 2009 and was named Leading Chief Executive Officer in 2010 by the Toronto Human Resources Professional Association. She served as a Director of Hertz Global Holdings, Inc. from 2013 to 2015 and Pulte Group, Inc. from 1997 to 2016. Board Committees: HESS Other Public Company Boards: Altria Group, Inc. (since 2013); and TFI International Inc. (since 2017) ~~Qualifications~~:Qualifications: Ms. Kelly-Ennis’s qualifications to serve on the Boards include her extensive marketing and ~~practical~~general managerial experience gained through 30 years of working with consumer brand corporations, as well as many years of public company board experience.


Katie Lahey

Carnival Corporation Director since January 2019 Carnival plc Director sinceJanuary 2019 Age:68		Ms. Lahey has been the Chair of Korn Ferry Australasia, a leadership and talent firm, since February 1, 2019, having served as its Executive Chair since 2011. She has been aNon-Executive Director of The Star Entertainment Group Limited, which owns and operates integrated resort destinations in Australia, since 2012, and was Chair of the Tourism and Transport Forum Australia, a tourism and transportation industry group, from 2015 until November 2018. She was the Executive Chair of Carnival Australia, a division of Carnival plc, from 2006 to 2013. In 2013, she was named a Member of the Order of Australia for her significant services to business and commerce and the arts and in 2003 she was awarded a Centenary Medal for contributions to Australian society in the area of business leadership. Board Committees: Audit Other Public Company Boards: The Star Entertainment Group Limited (since 2012) Qualifications: Ms. Lahey’s qualifications to serve on the Boards include her more than 30 years’ experience in the tourism, talent sourcing, cultural transformation, governmental, retail and the arts sectors in a variety of leadership roles, including within the cruise industry.


Sir John Parker

Carnival Corporation Director since2003 Carnival plc Director since2000 Age:7476		Sir John has beenNon-Executive Chairman of Pennon Group plc, an environmental utility infrastructure company, since 2015, andNon-Executive Chairman of Laing O’Rourke, a multinational construction company, since 2017. He was the LeadNon-Executive Director for the UK Government Cabinet Office from 2017 to 2018, aNon-Executive Director of Airbus Group NV, an aeronautics, space and related services company, from 2007 to April 2018,Non-Executive Chairman of Anglo American plc, a multinational mining company, from 2009 until 2017, aNon-Executive Director of DP World Limited, a global supply chain and container handling company, from 2006 to 2015,Non-Executive Chairman of Mondi plc from 2007 to 2009,Non-Executive Chairman of National Grid plc from 2002 ~~until 2012. From 2007~~ to ~~2009, he served as~~ 2012, SeniorNon-Executive ~~Chairman of Mondi plc. He was formerly Senior Non-Executive~~ Director of the Court of the Bank of England from 2004 to 2009, and aNon-Executive Director of GKN plc from 1993 to 2002, Brambles Industries plc from 2001 to 2003 and BG Group plc ~~and DP World Limited.~~from 1997 to 2000. He was Chairman and Chief Executive Officer of Babcock International Group plc from 1994 to 2000, RMC Group plc from 2002 to 2005 and P&O Group plc from 2000 to 2003, a President of the Royal Institution of Naval Architects from 1996 to 1999, a member of the Prime Minister’s Business Council for Britain and Chancellor of the University of ~~Southampton.~~Southampton from 2006 to 2011. He was President of the Royal Academy of Engineering from 2011 until 2014. Sir John has been a member of the General Committee of Lloyds Register of Shipping since 1983 and was Chairman of its Technical Committee from 1993 until 2002. Board Committees: HESS ~~(Chair)~~ and Nominating & Governance Other Public Company Boards: ~~Airbus Group NV (since 2007); Anglo American plc (since 2009); and~~ Pennon Group plc (since 2015) ~~Qualifications~~:Qualifications: Sir John’s qualifications to serve on the Boards include his extensive international background and wealth of corporate experience. His past and present service as aNon-Executive Director of a number of listed UK companies provides the Boards with invaluable knowledge and insight with respect to UK corporate governance policies and practices. In addition, Sir John, as a qualified naval architect and former head of a major shipbuilding company, is very experienced in the design, construction and operation of ships.


Stuart Subotnick

Carnival Corporation Director since1987 Carnival plc Director since2003 Age:75 77		Mr. Subotnick has been President and Chief Executive Officer of Metromedia Company, a privately held diversified Delaware general partnership, since 2010, having previously served as its General Partner and Executive Vice President since 1986. He previously served as a Director of AboveNet, Inc. from 1997 to 2012. Board Committees: Audit, Executive and Nominating & Governance (Chair) Other Public Company Boards: None Qualifications: Mr. Subotnick’s qualifications to serve on the Boards include his significant experience in financing, investing and general business matters, as well as his past Board experience with us, which are important to the Boards when reviewing our investor relations, assessing potential financings and strategies, and otherwise evaluating our business decisions.


Laura Weil

Carnival Corporation Director since2007 Carnival plc Director since2007 Age:6062		Ms. Weil is the Founder and has been the Managing Partner of Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms, since ~~May~~ 2015. She was the Executive Vice President and Chief Operating Officer of New York & Company, Inc., a women’s apparel and accessories retailer, from 2012 to ~~2014, having served as an Executive Consultant since 2012.~~2014. Ms. Weil was the Chief Executive Officer of Ashley Stewart LLC, a privately held retailer, from 2010 to 2011. ~~Ms. Weil was~~Ashley Stewart emerged from the ~~Chief Executive Officer~~2010 restructuring and Chapter 11 proceedings of Urban Brands, Inc., a privately held apparel retailer, where Ms. Weil served as the Chief Executive Officer from 2009 to ~~2010. Urban Brands, Inc. filed for Chapter 11 bankruptcy protection in 2010. Ashley Stewart LLC, the retail chain operated by Urban Brands, Inc., emerged from bankruptcy in~~ 2010. Ms. Weil was the Chief Operating Officer and Senior Executive Vice President of AnnTaylor Stores Corporation, a women’s apparel company, from 2005 to 2006. From 1995 to 2005, she was the Chief Financial Officer and Executive Vice President of American Eagle Outfitters, Inc., a ~~clothing~~global apparel retailer. Board Committees: Audit and Compensation Other Public Company Boards: Christopher & Banks Corporation (since 2016) Qualifications: Ms. Weil’s qualifications to serve on the Boards include her extensive financial, strategic information technology and operating skills developed over many years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in globale-commerce and consumer strategies from her leadership experience with a multi-billion dollar New York Stock Exchange-listed ~~retailer.~~retailers.


Randall J. Weisenburger

Carnival Corporation Director since2009 Carnival plc Director since2009 Age:58 60		Mr. Weisenburger has been the Managing Member of ~~Mile26~~Mile 26 Capital LLC, a private investment firm, since ~~October 2015.~~2014. He was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc., aFortune-250 global advertising, marketing and corporate communications company, from 1998 to 2014. Board Committees: ~~Audit;~~Audit, Compensation (Chair) and Nominating & Governance Other Public Company Boards: Valero Energy Corporation (since 2011) ~~Qualifications~~:Qualifications: Mr. Weisenburger’s qualifications to serve on the Boards include his broad leadership and operational skills gained as a senior executive of a large multi-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive.


Name	Board Committees ~~The Boards delegate various responsibilities and authority to different~~
Name	Audit	Compensation	Executive	HESS	Nominating & Governance
Micky Arison	—	—	Chair	—	—
Sir Jonathon Band	—	—	—	Chair	X
Jason Glen Cahilly	X	—	—	—	—
Helen Deeble	—	—	—	X	—
Arnold W. Donald	—	—	X	—	—
Richard J. Glasier	Chair	X	—	—	X
Debra Kelly-Ennis	—	—	—	X	—
Katie Lahey	X	—	—	—	—
Sir John Parker	—	—	—	X	X
Stuart Subotnick	X	—	X	—	Chair
Laura Weil	X	X	—	—	—
Randall J. Weisenburger	X	Chair	—	—	X
Number of Board ~~Committees. The Board Committees regularly report on their activities and actions to the full Boards.~~Committee meetings in fiscal 2018	10	4	0	4	4


26				Carnival Corporation & plc strategic plan, consolidated business results, capital structure, and other business-related activities include a discussion of the risks associated with the particular item under consideration. This oversight includes briefings by management, review of audit results and corrective actions, and results of risk assessment and risk monitoring activities. ~~The Boards believe that the structure and assigned responsibilities provides the appropriate focus, oversight and communication of principal risks faced by our companies.~~ ~~Compensation Risk Assessment~~2019 Proxy Statement In 2011, Carnival Corporation & plc’s management, in conjunction with the Compensation Committees’ independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), conducted a thorough review of our compensation programs, including those programs in which our Named Executive Officers participate, to determine if aspects of those programs contribute to excessive risk-taking. Based on the findings from this review and the annual reassessment, the Compensation Committees continue to believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. To reach this conclusion, key elements of our compensation programs were assessed to determine if they exhibited excessive risk. These elements included pay mix (cash vs. equity) and pay structure (short vs. long-term focus), performance metrics, performance goals and ranges, the degree of leverage, incentive maximums, payment timing, incentive adjustments, use of discretion and stock ownership requirements. Our assessment reinforced the Compensation Committees’ belief that our


Board Committee	Chairperson Retainer
Audit Committees	$	30,000
Compensation Committees	$	30,000
Executive Committees		—
HESS Committees	$	30,000
Nominating & Governance Committees	$	15,000


28				Carnival Corporation ~~2011 Stock Plan. In April 2016,~~& plc 2019 Proxy Statement


Name	Fees Earned or Paid in Cash⁽¹⁾ ($)			Stock Awards⁽²⁾⁽³⁾ ($)		All Other Compensation⁽⁴⁾ ($)		Total ($)
Micky Arison⁽⁵⁾		1,000,000			—		100,943		1,100,943
Sir Jonathon Band		140,000	⁽⁶⁾		174,946		5,310		320,256
Jason Glen Cahilly		110,000			174,946		6,024		290,970
Helen Deeble		110,000			174,946		3,832		288,788
Richard J. Glasier		140,000			174,946		8,232		323,178
Debra Kelly-Ennis		110,000			174,946		8,732		293,678
Katie Lahey⁽⁷⁾		—			—		—		—
Sir John Parker		110,000			174,946		5,445		290,391
Stuart Subotnick		125,000			174,946		3,520		303,466
Laura Weil		110,000			174,946		—		284,946
Randall J. Weisenburger		165,000			174,946		—		339,946


Name	Unvested Restricted Shares

Micky Arison		0


Sir Jonathon Band		8,560


Jason Glen Cahilly		2,749


Helen Deeble		5,458


Richard J. Glasier		8,560


Debra Kelly-Ennis		8,560


Katie Lahey		N/A


Sir John Parker		8,560


Stuart Subotnick		8,560


Laura Weil		8,560


Randall J. Weisenburger		8,560


Name and Address of Beneficial Owners or Identity of Group⁽¹⁾	Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock*			Percentage of Carnival Corporation Common Stock		Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares			Percentage of Carnival plc Ordinary Shares		Percentage of Combined Voting Power**
Micky Arison		126,136,034	⁽²⁾⁽³⁾		23.9%		0			—		18.2%
Sir Jonathon Band		20,152			***		0			—		***
David Bernstein		36,557	⁽⁴⁾		***		0			—		***
Jason Glen Cahilly		2,749			—		0			—		—
Helen Deeble		5,458			***		0			—		***
Arnold W. Donald		498,274	⁽⁴⁾⁽⁵⁾		***		0			—		***
Richard J. Glasier		23,124			***		0			—		***
Stein Kruse		61,238	⁽⁴⁾		***		4,240			***		***
Debra Kelly-Ennis		24,845			***		0			—		***
Katie Lahey		0			***		0			—		***
Sir John Parker		26,104			***		10,004	⁽⁶⁾		***		***
Arnaldo Perez		33,909	⁽⁴⁾⁽⁷⁾		***		0			—		***
Stuart Subotnick		46,806			***		0			—		***
Michael Thamm		0			—		50,914	⁽⁴⁾		***		***
Laura Weil		44,358			***		0			—		***
Randall J. Weisenburger		99,000			***		0			—		***
All Directors and executive officers as a group (17 persons)		127,058,608			24.1%		65,158			***		18.4%


32				Carnival Corporation ~~has granted~~& plc 2019 Proxy Statement