UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
~~(RULE 14a-101)~~

~~INFORMATION REQUIRED IN PROXY STATEMENT~~
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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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NORWEGIAN CRUISE LINE HOLDINGS LTD.

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PROXY SUMMARY

~~2019~~2021 Annual General Meeting of Shareholders

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.


DATE AND TIME	PLACE	RECORD DATE
Thursday, ~~June 13, 2019~~May 20, 2021 9:00 a.m. ~~(Eastern~~ (Eastern Time)	Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126	~~April 1, 2019~~March 2, 2021

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

Shareholder Voting Matters

							BOARD ~~RECOMMENDATION~~RECOMMENDATION
				Election of ~~four~~three Class ~~III~~II directors			FOR each director nominee
				Approval, on a non-binding, advisory basis, of the compensation of our named executive officers			FOR
				Approval of ~~amendment and restatement~~an increase in our authorized share capital to increase the number of ~~our bye-laws~~ordinary shares authorized for issuance from 490,000,000 to ~~delete obsolete provisions~~980,000,000			FOR
				Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan			FOR
				Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, ~~2019~~2021 and the determination of PwC’s remuneration by our Audit Committee			FOR

~~2019~~2021 Proxy Statement / 1

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7665 Corporate Center Drive
Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON ~~JUNE 13, 2019~~MAY 20, 2021

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our board of directors (our “Board”) to be used at our annual general meeting for ~~2019~~2021 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, ~~June 13, 2019~~May 20, 2021 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof (the “Annual General Meeting”).

As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.

Proxy materials for the Annual General Meeting, including this Proxy Statement and our ~~2018~~2020 Annual Report to Shareholders, which includes our ~~2018~~2020 financial statements (“~~2018~~2020 Annual Report”), were first made available to shareholders on or about ~~April~~ , ~~2019.~~2021.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON ~~JUNE 13, 2019~~MAY 20, 2021
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our ~~2018~~2020 Annual Report are available on our website at www.nclhltdinvestor.com.The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our ~~2018~~2020 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltdinvestor.com or at www.proxyvote.com.

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7665 Corporate Center Drive
Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 20, 2021

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our board of directors (our “Board”) to be used at our annual general meeting for 2021 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, May 20, 2021 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof (the “Annual General Meeting”).

As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.

Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2020 Annual Report to Shareholders, which includes our 2020 financial statements (“2020 Annual Report”), were first made available to shareholders on or about , 2021.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 20, 2021
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 Annual Report are available on our website at www.nclhltdinvestor.com. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltdinvestor.com or at www.proxyvote.com.

2021 Proxy Statement / 5

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7665 Corporate Center Drive
Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 20, 2021

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our board of directors (our “Board”) to be used at our annual general meeting for 2021 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, May 20, 2021 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof (the “Annual General Meeting”).

As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.

Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2020 Annual Report to Shareholders, which includes our 2020 financial statements (“2020 Annual Report”), were first made available to shareholders on or about , 2021.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 20, 2021
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 Annual Report are available on our website at www.nclhltdinvestor.com. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltdinvestor.com or at www.proxyvote.com.

2021 Proxy Statement / 5

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CORPORATE GOVERNANCE

Board of Directors

Board Leadership Structure

Chairperson: Russell W. Galbut Number of Board Meetings in ~~2018~~2020 Board and Committee Meeting Attendance by All Directors Annual General Meeting Attendance by Directors	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that participation of our President and Chief Executive Officer as a director, while keeping the roles of President and Chief Executive Officer and Chairperson of the Board separate, provides the proper balance between independence and management participation at this time. By having a separate Chairperson of the Board, we maintain an independent perspective on our business affairs, and at the same time, through the President and Chief Executive Officer’s participation as a director, our Board maintains a strong link between management and our Board. We believe this leadership structure promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies. Our current leadership structure is:

	• Frank J. Del Rio	President, Chief Executive Officer and Director
	• Russell W. Galbut*	Chairperson of the Board
	• Chad A. Leat*	Chairperson of the Audit Committee
	• John W. Chidsey*	Chairperson of the Compensation Committee
	• David M. Abrams*	Chairperson of the Nominating and Governance Committee
	• Mary E. Landry*	Chairperson of the TESS Committee
	* Independent Director Our Board periodically reviews the leadership structure of our Board and may make changes in the future.

~~2019~~2021 Proxy Statement / 1719

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CORPORATE GOVERNANCE

Chairperson:
John W. Chidsey

Number of Meetings in ~~2018~~2020

Other Committee Members

•

Galbut

•

Leat

Compensation Committee

Primary Responsibilities

The principal duties and responsibilities of our Compensation Committee are to:

•

provide oversight of the planning, design and implementation of our overall compensation and benefits strategies and to approve (or recommend that our Board approve) changes to our executive compensation plans, incentive compensation plans, equity-based plans and benefits plans;

•

establish and administer incentive compensation, benefit and equity-related plans;

•

establish corporate goals, objectives, salaries, incentives and other forms of compensation for our President and Chief Executive Officer and our other executive officers;

•

provide oversight of and review the performance of our President and Chief Executive Officer and other executive officers; and

•

review and make recommendations to our Board with respect to the compensation and benefits of our non-employee directors.

Our Compensation Committee is also responsible for reviewing the “Compensation Discussion and Analysis” and for preparing the Compensation Committee Report included in this Proxy Statement.

Our Compensation Committee considers recommendations of our President and Chief Executive Officer in reviewing and determining the compensation, including equity awards, of our other executive officers. In addition, our Compensation Committee has the power to appoint and delegate matters to a subcommittee comprised of at least one member of our Compensation Committee. Our Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee.

Our Compensation Committee is authorized to retain compensation consultants to assist in the review and analysis of the compensation of our executive officers. As further described under “Executive Compensation —– Compensation Discussion and Analysis”, our Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it regarding the amount and types of compensation that we provide to our executive officers, how our compensation practices compared to the compensation practices of other companies and to advise on matters related to our incentive compensation structures. Our Compensation Committee has assessed the independence of FW Cook and concluded that its engagement of FW Cook did not raise any conflict of interest.

Independence

All Compensation Committee members are considered independent under applicable NYSE rules and satisfy the additional independence requirements specific to Compensation Committee membership under the NYSE listing standards.

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CORPORATE GOVERNANCE

Committee also considers the individual’s independence, character, ability to exercise sound judgment and demonstrated leadership skills. The Board is also committed to seeking out women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes.

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CORPORATE GOVERNANCE

Our Audit Committee also receives regular reports from our Vice President of Internal Audit and Enterprise Risk Management, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to ~~ensure that~~allow our major business risks ~~are being~~to be assessed and managed appropriately. In addition, our directors are

encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

Our Board believes that the structure and assigned responsibilities described above provide the appropriate focus, oversight and communication of key risks we face. Our Board also believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our Board’s leadership structure.

Our Culture

Our People

It is our privilege to work in a community of more than ~~33,000~~34,000 team members around the globe. Our core mission is to provide exceptional vacation experiences delivered by passionate team members ~~who deliver exceptional vacation experiences around the globe each day. In order~~committed to ~~provide the best possible experiences for our guests,~~world-class hospitality and innovation. To achieve this, it is crucial that each team member is empowered and has the opportunity to thrive. ~~This vision~~We believe in fostering a culture of diversity, equity and inclusion to make our Company stronger through varied perspectives that are invaluable in today’s dynamic global business environment.

Our commitment to diversity, equity and inclusion begins at the top of our organization, where three members of our Board are female, three members of our Board are from under-represented minority groups and ~~60%~~55.5% of our Board members represent diverse backgrounds.

~~Our Vice President and above leadership team is 30% female, and we~~ We encourage the development of new female leaders through our mentorship program and ~~Elevate,~~ our female executive networking ~~group.~~group, Elevate. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities. ~~Our Code~~In 2020, we implemented mandatory unconscious bias, microaggressions and diversity and inclusion training. We also have long-term partnerships with the National Diversity Council and the International Women’s Forum Fellows Program. In addition, we continue to expand upon our supplier diversity program as part of ~~Ethical Business Conduct confirms~~ our commitment to facilitate and encourage the growth of small and diverse suppliers. We are committed to providing equal opportunity to all team members and our intolerance of any form of discrimination or harassment in the ~~work place.~~workplace is outlined in our Code of Ethical Business Conduct.

~~We also offer~~

[MISSING IMAGE: tm217574d2-bc_gender4c.jpg]

As a people-first organization, we believe in offering our team members programs and benefits that encourage ~~team members~~them to advance their skills and achieve long-term financial ~~stability such as~~stability. We actively foster a culture of learning and offer a variety of developmental courses for our team members. Our benefit program also includes student loan repayment assistance and educational assistance for team members seeking degrees or professional ~~certifications and a 401(k) matching program.~~certifications.

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CORPORATE GOVERNANCE

Hedging, Pledging and Short Sale Prohibitions

We have an insider trading policy, which, among other things, prohibits our senior officers, which includes those team members in positions at the Vice President and above level, and the members of our Board from engaging in any speculative transactions or in transactions that attempt to hedge or offset any decrease in the market value of our ~~securities.~~securities, including but not limited to put options, prepaid variable forwards, equity swaps and collars. Additionally, our insider trading policy prohibits senior officers, including our ~~named executive officers,~~NEOs, and directors from engaging in short sales of our securities or engaging in transactions involving Company-based derivative ~~securities.~~securities, including, but not limited to, trading

in Company-based put option contracts, transacting in straddles, and the like. All other employees are strongly discouraged from engaging in the transactions described above.

We also have a policy that prohibits senior officers and members of our Board from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. Arrangements for pledges of Company securities that were in place prior to the adoption of the policy are excluded from this prohibition. All other employees are strongly discouraged from engaging in the transactions described above.

Code of Ethical Business Conduct

We have a Code of Ethical Business Conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, and our directors. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. Our Code of Ethical Business Conduct is posted on our website, www.nclhltdinvestor.com, under “Corporate Governance.”

We intend to disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, by posting such information on our website, www.nclhltdinvestor.com, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.

Corporate Governance Materials

Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to our shareholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other

things, Board composition, director qualifications and

diversity considerations, director independence, Board committees, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is posted under “Corporate Governance” on our website at www.nclhltdinvestor.com.

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PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement.

~~After considering shareholder feedback from last year’s Say-on-Pay vote,~~Our compensation program for 2020 was significantly impacted by the COVID-19 pandemic as our global cruise voyages have been suspended since March 2020, which has caused an unprecedented impact to our operations and financial performance. Our Compensation Committee took actions to motivate and ~~Board made changes~~preserve our experienced management team, including our President and Chief Executive Officer, who has developed critical industry relationships over the last 28 years, to drive our ~~executive compensation program that we believe strengthen~~Company’s recovery after the ~~“pay for performance” philosophy of our compensation program.~~pandemic subsides.

Shareholders are strongly encouraged to read the “Compensation Discussion and Analysis,” which discusses in detail how our compensation policies and practices implement our compensation philosophy.

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement. The vote on this resolution, commonly known as a ~~“Say-on-Pay” vote,~~“Say-on-Pay Vote”, is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is

advisory, which means that the vote is not binding on our Company, our Board or our Compensation Committee. However, our Compensation Committee, which is

responsible for designing and overseeing our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.

Pursuant to the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board requests your advisory vote on the following resolution at the Annual General Meeting:

RESOLVED, that the shareholders of our Company approve, on an advisory basis, the overall compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the Proxy Statement for this Annual General Meeting.

Our current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs each year at the annual general meeting of shareholders. It is expected that the next such vote will occur at the ~~2020~~2022 annual general meeting of shareholders.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
~~“FOR”~~ “FOR” ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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EXECUTIVE COMPENSATION

[MISSING IMAGE: tm217574d2-tbl_impact4c.jpg]

Our Company’s Response to COVID-19

Management and our Board rapidly acted to take key short-term and long-term oriented measures to promote the stability of our business. The health, safety, and well-being of our team members and our guests are always priorities; promoting the stability and resilience of our business became a very high priority in 2020, as well.

At the onset of the pandemic, our management team navigated travel restrictions from over 100 countries around the world to return our guests, and crew members who did not remain with our ships, home to their families. Our crew repatriation was carried out as quickly as possible given constraints presented by travel restrictions, regulatory requirements and other challenges. In many cases due to the complex web of restrictions, our Company resorted to coordinating charter flights and using our ships to transport our crew members to the safety of their homes. During the time we were coordinating these repatriations, our crew members were compensated according to their respective Collective Bargaining Agreements and were provided WiFi, medical care, accommodations and a daily onboard stipend when in stand down status after

the conclusion of their contract. They had continual access to medical professionals to support their physical and mental well-being. Our Company also funded housing expenses if quarantine was required upon arrival home. Our management team has stayed in regular contact with our crew members who are eager to return to sea.

Our management team also transitioned our shoreside workforce to a remote work environment for the safety of our employees. Consistent with our family-centric culture, we continued the employer subsidy for medical cover for our furloughed team members, and in addition, funded the team member’s portion for our furloughed team and their dependents. Team members receive regular outreach regarding mental and physical health and financial resources to assist them during this challenging period.

We have also taken deliberate steps to strengthen the business. We adopted a 5-step action plan focusing on reducing costs, conserving cash, raising capital, extending debt maturities and amortization and developing our roadmap to relaunch.

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EXECUTIVE COMPENSATION

2020 Compensation Program Summary

[MISSING IMAGE: tm217574d2-tbl_program4c.jpg]

2020 CEO Compensation in Focus

Pay disclosures for our President and Chief Executive Officer related to 2020 are complicated by contract negotiations and modifications to prior awards. Our President and Chief Executive Officer’s reported compensation results from three distinct categories:

•

Run-rate annual pay: Mr. Del Rio’s annual run-rate pay, comprised of his base salary, annual performance incentive, and regular-cycle annual equity grants, totaled approximately $12.8 million in 2020.

•

One-time pay elements related to new employment agreement/obligations under previous employment agreement: Mr. Del Rio entered into a new employment agreement with our Company during 2020. Mr. Del Rio was contractually

entitled to a $10.3 million payment under his prior employment agreement (which was previously disclosed to shareholders), and in connection with his new employment agreement, was granted awards totaling approximately $8.8 million to secure his services for the next three years.

•

Modifications of prior year awards: In February and October 2020, our Compensation Committee made adjustments to the goals in our 2018 and 2019 long-term compensation awards due to the U.S. government’s restrictions on travel to Cuba and the impacts of the COVID-19 pandemic on our Company. These adjustments triggered additional accounting entries in our 2020 compensation reporting, but did not represent new awards.

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EXECUTIVE COMPENSATION

2020 Named Executive Officers

Our ~~Named Executive Officers, or~~ NEOs for ~~2018~~2020 were:

Our Compensation Committee determines all aspects of our executive compensation program and makes all compensation decisions affecting our NEOs. None of our NEOs are members of our Compensation Committee or otherwise had any role in determining the compensation of our other NEOs. Our Compensation Committee does consider the recommendations of Mr. Del Rio in setting compensation levels for NEOs besides himself.

~~Summary of Compensation Program~~

*

~~Mr. Kempa’s equity awards differ as he was promoted after the 2018 equity grants.~~

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EXECUTIVE COMPENSATION

~~Average Adjusted EPS Growth Metric (50% of Target Units)~~
	~~2018 – 2019 Average~~ ~~Adjusted EPS Growth~~		~~Percentage of Target~~ ~~Adjusted EPS Growth~~ ~~Units Earned~~
~~Below Threshold~~		~~≤12.6~~%	~~0%~~
		~~>12.6~~%~~(1)~~	~~0.0001%~~
		~~13.8~~%	~~100%~~
~~Maximum~~		15%	~~200%~~

Compensation Committee determined these metrics based on our internal projections and budget at the time and believed these metrics would focus our management team on our Company’s earnings performance and the effective use of our capital. The 2020 Adjusted EPS and

Adjusted ROIC targets were established at lower levels than for our 2019 PSU grants due to the expected impacts of the COVID-19 pandemic on our business during the 2020 and 2021 performance period.

Average Adjusted EPS Growth Metric (50% of Target Units)
	2020 – 2021 Average Adjusted EPS Growth		Percentage of Target Adjusted EPS Growth Units Earned
Below Threshold		≤5.0%	0%
		>5.0%(1)	0.0001%
		6.75%	100%
Maximum		8.0%	200%

(1)

Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.

~~2019 Adjusted ROIC Metric (50% of Target Units)~~
	~~2019 Adjusted~~ ~~ROIC~~		~~Percentage of Target~~ ~~Adjusted ROIC Units~~ ~~Earned~~
~~Below Threshold~~		~~<10.1~~%	~~0%~~
		~~10.1~~%~~(1)~~	~~120%~~
		~~10.6~~%	~~160%~~
~~Maximum~~		~~11.1~~%	~~200%~~

Average Adjusted ROIC Metric (50% of Target Units)
	2020 – 2021 Average Adjusted ROIC		Percentage of Target Adjusted ROIC Units Earned
Below Threshold		<10.6%	0%
		10.6%(1)	0.0001%
		10.75%	100%
Maximum		10.85%	200%

(1)

Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.

In order to reinforce the long-term nature of the PSU award, in addition to the performance requirements above, the PSUs are also subject to a time-based vesting requirement through March 1, ~~2021.~~2023. Definitions of Adjusted EPS and Adjusted ROIC can be found in ~~Appendix A. At~~“Terms Used in this Proxy Statement.” Certain adjustments, which are detailed in the definitions, are required by our ~~Compensation Committee’s discretion, certain adjustments for fuel rate impacts, foreign exchange rate impacts, acquisitions, newly ordered vessels and other extraordinary items may~~award terms to be made to the targets.

As part of his ~~2018~~regular-cycle March 2020 annual equity award, Mr. Del Rio was also awarded ~~52,956~~52,683 RSUs that are subject to time-based vesting requirements and will become vested ratably on each of the March 1, ~~2019, 2020~~2021, 2022 and ~~2021,~~2023 grant anniversary dates, in each case subject to Mr. Del Rio’s continued employment through the applicable vesting date.

President and Chief Executive Officer Inducement Award. Our President and Chief Executive Officer’s employment agreement would have ended on December 31, 2020. While we have a robust succession plan in place, our Compensation Committee felt strongly that it was critical to maintain our President and Chief Executive Officer’s leadership during this tumultuous time for our Company and the broader cruise industry. In connection with the negotiation of our President and Chief Executive Officer’s new employment agreement, our Compensation Committee agreed to

provide a one-time inducement grant of RSUs to our President and Chief Executive Officer with a value as of the date of grant in October 2020 of $6.0 million. Our Compensation Committee structured the grant so that the entire grant would vest in October 2023. Our Compensation Committee viewed this grant as an effective retention tool that aligns our President and Chief Executive Officer’s interests with our shareholders as the ultimate value of the grant on vesting would be dependent on our Company’s share price.

CEO PSU Payout Results During 2020. On June 4, 2019, the Office of Foreign Assets Control of the United States Department of the Treasury abruptly removed the authorization for group people-to-people educational travel by U.S. persons to Cuba. As a result, we were required to stop sailings to Cuba the following day, resulting in a negative impact to our financial results for 2019. The terms of our Plan provide that our Compensation Committee will make adjustments to exclude certain extraordinary events from the calculation of Adjusted EPS for performance incentives. In February 2020, our Compensation Committee approved an adjustment to the Adjusted EPS and Adjusted ROIC performance metrics in the PSUs granted to our President and Chief Executive Officer in March 2018 to exclude the impact of the cessation of cruises to

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multiplied by the closing market price (or an average of closing market prices three days prior to the grant date) of our shares on the date of grant. This target grant value may in some cases be different than the accounting value of the PSU awards that we are required to report in the executive compensation tables that are included below.

Benefits and Perquisites

We provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans and programs in effect and substantially on the same terms

as those generally offered to our other employees (although vacation benefits may differ).

In addition, our NEOs receive a cash automobile allowance, a cruise benefit for Company cruises, including

certain travel for immediate family, as well as coverage under an executive medical plan which provides ~~coverage~~reimbursement of certain extra medical, dental and vision expenses. We believe that the level and mix of perquisites we provide to our NEOs is consistent with market compensation practices.

Mr. Del Rio is also entitled to certain additional perquisites pursuant to the terms of his amended employment agreement ~~originally entered into~~consistent with his original employment agreement with Prestige.

Severance Arrangements and Change in Control Benefits

Each of our NEOs is or was employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination of the NEO’s employment by us without “cause” or by him ~~or her~~ for “good reason.” The severance payments and benefits in each employment agreement were negotiated in connection with the execution of each employment agreement. In each case, our Compensation Committee determined that it was appropriate to provide the executive officer with severance payments and benefits under the circumstances in light

of each of their respective positions with us, general competitive practices and as part of each of their overall compensation packages.

When negotiating each executive officer’s severance payments and benefits, our Compensation Committee took into consideration an analysis of the severance payments and benefits provided to similarly situated executives at our Peer Group companies. The severance payments and benefits payable to each of our NEOs ~~(including Mr. Del Rio)~~ upon a qualifying termination of employment generally include a cash payment based on

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a multiple of his ~~or her~~ base salary ~~(and annual incentive in~~(other than Mr. Del ~~Rio’s case)~~Rio), a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change

in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control.

No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes,

and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.

The material terms of these payments and benefits, are described in the “Potential Payments Upon Termination or Change in Control” section below.

President and Chief Executive Officer Payment. Under his prior employment agreement, and as we have previously disclosed to shareholders, our President and Chief Executive Officer was contractually entitled to a payment of $10.269 million on December 31, 2020 in respect of the severance benefits provided under his employment agreement. In ~~connection with Ms. Beck’s departure~~order to avoid disincentivizing Mr. Del Rio from ~~our Company in 2018, she~~extending his employment agreement, we paid Mr. Del Rio the $10.269 million when he entered into his new employment agreement and agreed to extend the term of his employment by an additional three years. Mr. Del Rio is not entitled to any additional cash severance payment under his new employment agreement other than a ~~transition agreement, which provided Ms. Beck~~pro-rata portion of any annual cash performance incentive and continued medical and dental coverage under certain ~~additional benefits also described in “Potential Payments Upon Termination or Change in Control.”~~circumstances.

Peer Group

Our Compensation Committee believes that it is important to be informed about the pay practices and pay levels of comparable public companies with which we compete for top talent (our “Peer Group”). After

~~After~~

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considering the ~~selection process outlined below and~~ recommendations of FW Cook, our Compensation Committee determined ~~not~~that due to ~~make any~~the significant impacts of the COVID-19 pandemic on the Company’s operations and financial performance and the broader effects of COVID-19 on the industries of many of our Company’s peers, that no changes ~~from~~would

be made to our Company’s peer group for 2020. Additionally, our peer group ~~in 2017.~~was used to inform our Compensation Committee’s development of our President and Chief Executive Officer’s new employment agreement. Our Peer Group for 2020 included the following companies:

• Alaska Air Group, Inc.	• ~~Hilton Worldwide Holdings Inc.~~Hyatt Hotels Corporation	• Royal Caribbean Cruises Ltd.
• ~~Brinker International, Inc.~~	• ~~Hyatt Hotels Corporation~~	• ~~Spirit Airlines, Inc.~~
• Caesars Entertainment, ~~Corporation~~Inc.	• JetBlue Airways Corporation	• ~~Wyndham Destinations,~~Spirit Airlines, Inc.
• Carnival Corporation	• Las Vegas Sands Corp.	• ~~Wynn Resorts, Limited~~Wyndham Destinations, Inc.
• Darden Restaurants, Inc.	• MGM Resorts International	• Wynn Resorts, Limited
• Expedia Group, Inc.	• Marriott International, Inc.	• YUM! Brands, Inc.
• ~~Expedia Group,~~Hilton Worldwide Holdings Inc.	• Penn National Gaming, Inc.

We used the following methodology ~~to select~~when we originally selected our Peer Group. Carnival Corporation and Royal Caribbean Cruises Ltd. were selected because we believe these cruise lines are the two public companies most similar to our Company and with whom we most directly compete for talent. We then considered a range of publicly traded companies in the following industries which reflect elements of our business or have similar business characteristics such as:

•

hotels, resorts and cruise lines,

•

airlines,

•

casinos and gaming,

•

restaurants and

•

internet and direct marketing retail.

We evaluated the companies in these categories by focusing on companies with market capitalizations ranging from approximately 0.3x to 3.0x our market capitalization ~~in October 2018~~ and with revenues ranging from approximately 0.3x to 3.0x our trailing annual revenue measured as of ~~September 2018.~~October 2019.

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Objectives and Philosophy of our Executive Compensation Program


	Attract and retain top talent in a competitive market			We ~~want~~strive to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry.
	Motivate employees with clear, NCLH-level goals			We believe that clear, NCLH-level goals motivate management to work together as a team towards shared objectives.
	Compensation opportunities align executives with shareholders			We align management with shareholders by choosing NCLH incentive compensation performance metrics that we believe drive long-term value for our shareholders.

Role of Shareholder Say-on-Pay Votes

Each year, we provide our shareholders the opportunity to cast an advisory vote on the compensation of our NEOs (also known as a ~~“Say-on-Pay” vote)~~“Say-on-Pay Vote”). At our annual general meeting in June ~~2018,~~2020, approximately ~~68.4%~~86.9% of the votes cast were in favor of the ~~2017~~2019 compensation of our NEOs. Our Compensation Committee ~~was disappointed in~~considered shareholder support from our 2020 Say-on-Pay ~~results and as a result, conducted the~~Vote along with feedback received from shareholder engagement ~~effort outlined~~when making decisions about

our 2020 compensation program. However, our 2020 compensation program was substantially influenced by the impacts of COVID-19 on ~~page~~ 15~~. Since~~ our compensation decisions for 2018 were already made in advance of the 2018 annual Say-on-Pay vote, the changes we made in response to the 2018 vote and our shareholder outreach regarding the 2018 vote began in 2019. These actions in response to shareholder feedback are outlined on page 31.Company.

When making future compensation decisions for our NEOs, our Compensation Committee will continue to consider the opinions that our shareholders express through the results of these Say-on-Pay votes and through direct engagement with our shareholders.

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Role of Compensation Consultant

Pursuant to its charter, our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities.

Since May 2017, our Compensation Committee has retained FW Cook to provide guidance on executive and non-employee director compensation matters.

Based on a consideration of the factors set forth in the rules of the SEC and the listing standards of the NYSE, our Compensation Committee determined that FW Cook satisfied the independence criteria under the rules and listing standards and that their relationship with and the work performed by FW Cook, on behalf of our Compensation Committee, did not raise any conflict of interest. Other than its work on behalf of our Compensation Committee, FW Cook has not performed any other services for us.

Share Ownership Policy

To reinforce our Board’s philosophy that meaningful executive ownership in our Company provides greater alignment between management and our shareholders, our Board adopted a share ownership policy in 2017. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:

	Position			Value of Share Ownership*
	Chief Executive Officer			5 times annual base salary
	~~Brand/Division~~Brand Presidents and Executive Vice Presidents			3 times annual base salary
	Senior Vice Presidents			1 times annual base salary

*

Values are determined annually based on the average daily closing price of our ordinary shares for the previous calendar year. Due to the impacts of the COVID-19 pandemic on our business and share price, our Board determined that the required ownership levels in place at the end of 2019 would continue to apply for 2021 and 2022.

All of our NEOs currently exceed the required share ownership amounts. Executive officers have five years from the date they first become subject to the share ownership policy to meet the requirements and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Unexercised stock options and PSUs do not count towards the share ownership policy amounts unless, in the case of PSUs, the performance criteria have been met.

Clawback Policy

Under our clawback policy, our Board or Compensation Committee may, if permitted by law, require the reimbursement or cancellation of all or a portion of any equity awards or cash incentive payments to any current or former employee, including our NEOs, who received such incentive awards or payments if: (1) such employee received a payment of incentive compensation that was predicated upon the achievement of specified financial results that were the subject of a subsequent accounting restatement due to material non-compliance with any financial reporting requirement, or (2) such employee engaged in misconduct including certain violations of our Code of Ethical Business Conduct or

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breaches of any confidentiality, non-competition, or non-solicitation agreements such employee has entered

into with us. Each prong of the policy is separate, and clawback is not limited to accounting restatements.

Compensation Risk Assessment

We have conducted a risk assessment of our compensation policies and practices and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. In particular, our Compensation Committee believes that the design of our annual performance

incentive programs and long-term equity incentives ~~provides~~provide an effective and appropriate mix of incentives to ensure our compensation program is focused on long-term shareholder value creation and does not encourage the taking of short-term risks at the expense of long-term results.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee of the Board of Directors

John W. Chidsey (Chair)
Chad A. Leat
Russell W. Galbut

~~April 10, 2019~~March 23, 2021

The foregoing report of our Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by our Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.

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EXECUTIVE COMPENSATION TABLES

~~2018~~2020 Summary Compensation Table

The following table presents information regarding the compensation of each of our NEOs for services rendered during ~~2018, 2017~~2020, 2019 and ~~2016.~~2018.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)		Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Frank J. Del Rio President and Chief Executive Officer		2018		1,751,507		—		15,235,631		—		5,400,000		205,923		22,593,061	Frank J. Del Rio President and Chief Executive Officer		2020		1,527,541		2,824,495		17,952,220		—		3,600,000		10,476,999		36,381,255
		2017		1,500,000		—		3,746,411		534,308		4,500,000		213,494		10,494,213			2019		1,800,000		—		12,201,324		—		3,600,000		207,040		17,808,364
		2016		1,500,000		—		625,000		536,674		—		256,150		2,917,824			2018		1,751,507		—		15,235,631		—		5,400,000		205,923		22,593,061
Mark A. Kempa Executive Vice President and Chief Financial Officer		2018		655,548		—		751,635		—		1,570,171		45,576		3,022,930	Mark A. Kempa Executive Vice President and Chief Financial Officer		2020		594,044		282,425		4,165,500		—		700,000		48,783		5,790,752
Wendy A. Beck Former Executive Vice President and Chief Financial Officer		2018		163,269		—		2,392,800		501,660		—		3,507,620		6,565,349			2019		700,000		—		2,555,694		—		700,000		47,336		4,003,030
		2017		650,000		—		1,531,500		—		975,000		31,403		3,187,903			2018		655,548		—		751,635		—		1,570,171		45,576		3,022,930
		2016		650,000		—		943,313		648,750		—		40,699		2,282,762	T. Robin Lindsay Executive Vice President, Vessel Operations		2020		594,044		1,074,439		4,435,454		—		700,000		41,979		6,845,916
Jason Montague President and Chief Executive Officer, Regent		2018		700,000		—		2,848,258		—		1,750,000		50,277		5,348,535			2019		700,000		—		2,555,694		—		700,000		40,976		3,996,670
		2017		650,000		—		1,531,500		—		975,000		46,561		3,203,061			2018		700,000		—		2,848,258		—		1,750,000		39,859		5,338,117
		2016		650,000		—		943,313		648,750		—		51,193		2,293,256	Jason Montague President and Chief Executive Officer, Regent		2020		594,044		578,001		4,435,454		—		700,000		52,383		6,359,882
Andrew Stuart President and Chief Executive Officer, Norwegian		2018		700,000		—		2,848,258		—		1,750,000		49,399		5,347,657			2019		700,000		—		2,555,694		—		700,000		50,936		4,006,630
		2017		650,000		—		1,531,500		—		975,000		47,736		3,204,236			2018		700,000		—		2,848,258		—		1,750,000		50,277		5,348,535
		2016		650,000		—		1,479,563		648,750		—		46,015		2,824,328	Harry Sommer President and Chief Executive Officer, Norwegian		2020		594,044		507,803		4,435,454		—		700,000		52,327		6,289,628
T. Robin Lindsay Executive Vice President, Vessel Operations		2018		700,000		—		2,848,258		—		1,750,000		39,859		5,338,117			2019		700,000		—		2,555,694		—		700,000		50,936		4,006,630
		2017		650,000		—		1,531,500		—		975,000		38,580		3,195,080			2018		600,000		—		2,848,258		—		1,500,000		46,628		4,994,886
		2016		650,000		250,000		943,313		648,750		—		42,515		2,534,578

(1)

For ~~2018,~~2020, base salaries for our NEOs were temporarily reduced by 20% beginning March 30, 2020 through an indeterminate future time.

(2)

During 2020, we paid in the case of our President and Chief Executive Officer, an inducement bonus, and retention bonuses to our other NEOs that in each case require continued employment through to December 31, 2021. If an NEO terminates employment for any reason other than a qualifying termination, 100% of the inducement or retention bonus must be repaid.

(3)

For 2020, the amounts reported in the “Stock Awards” column reflect the grant-date fair value under FASB ASC Topic 718 of the RSUs and PSUs granted to our NEOs in 2020. The amount reported for each of our NEOs includes modification costs for PSUs granted in March 2018 ~~(and~~and March 2019 that became eligible for ~~Ms. Beck, includes the incremental fair value of RSUs and PSUs that received accelerated~~ vesting pursuant to ~~her transition agreement,~~modifications of the original awards, computed as of the modification ~~date~~dates, February 10, 2020 and October 26, 2020, respectively, in accordance with FASB ASC Topic ~~718).~~718. The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The March 2020 PSU awards vest between 0% and 200% based on performance ~~conditions (other than the PSUs originally awarded to our NEOs other than our CEO on March 1, 2017, which vest between 0% and 100% based on performance conditions).~~conditions. The fair value of PSUs is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the closing market price of our ordinary shares on the date of grant. PSUs were valued as follows: February 27, 2018 grants originally awarded on March 1, 2017 or August 1, 2017 were valued at maximum and March 1, 2018 grants were valued at target. Pursuant to FASB ASC Topic 718, a grant date was not established for the awards made on March 1, 2017 or August 1, 2017 on the award date, but was established on February 27, 2018 due to the application of accounting principles. The value of the annual PSU awards granted on March ~~1, 2018~~2, 2020 assuming maximum achievement of 200% would have been as follows: Mr. Del Rio — ~~$9,019,050;~~$11,249,999; Mr. ~~Kempa — $501,052;~~Kempa; Mr. Lindsay, Mr. Montague ~~Mr. Stuart~~ and Mr. ~~Lindsay~~Sommer — ~~$1,336,139. All RSUs and~~$1,315,549. The July 2020 PSUs ~~reported in this table were~~ awarded ~~under~~to our ~~Amended and Restated 2013 Performance Incentive Plan (our “Plan”). In addition, on August 4, 2015,~~NEOs other than Mr. Del Rio ~~was awarded a separate award of PSUs. Like the 2017 awards of PSUs, a grant date was not established for the 2015 award of PSUs to Mr. Del Rio~~vest at 0% or 100% based on ~~the August 4, 2015 award date, but was instead established on February 27, 2018 due to the application of accounting principles.~~performance conditions. The fair value of the ~~2015 PSU award~~July 2020 PSUs is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the ~~February 27, 2018 grant~~closing market price of our ordinary shares on the date ~~was zero ($0) because the threshold performance level applicable to these~~of grant. All RSUs and PSUs ~~was not expected to be achieved. The value of the 2015 PSU award assuming the maximum performance level was achieved would have been $2,813,500.~~reported in this table were awarded under our Plan.

~~(2)~~(4)

For 2018, represents previously granted options that received accelerated vesting pursuant to Ms. Beck’s transition agreement. The amount reported represents the incremental fair value, computed as of the modification date in accordance with FASB ASC Topic 718. On August 4, 2015, Mr. Del Rio was awarded a performance-based option award in connection with the 2015 PSU award described above. Like the 2015 award of PSUs to Mr. Del Rio, a grant date was not established for the 2015 option award to Mr. Del Rio on the August 4, 2015 award date, but was instead established on February 27, 2018 due to the

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application of accounting principles. The fair value of the 2015 option award based on the probable outcome of the performance conditions at the time of the February 27, 2018 grant date was zero ($0) because the threshold performance level applicable to these options was not expected to be achieved. The value of the 2015 option award assuming the maximum performance level was achieved would have been $3,166,171.

~~(3)~~

~~For 2018,~~2020, the amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the annual cash performance incentives paid under our Plan based on performance during ~~2018,~~2020, as described in “Compensation Discussion and Analysis.” As disclosed under “Compensation Discussion and Analysis — Elements of our Executive Compensation Program — Annual Performance Incentives”, the performance metrics used to determine whether our non-equity incentive plan compensation could be earned were revised in July 2020.

~~(4)~~

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(5)

The following table provides detail for the amounts reported for ~~2018~~2020 in the “All Other Compensation” column of the table.

~~Name~~

Name	Automobile ($)(a)		401(k) Employer Match ($)(b)	Executive Medical Plan Premium ($)(c)	CEO Prior Contract Payout ($)(d)	CEO Benefits ($)(e)	Other Benefits ($)(f)	Total ($)
Frank J. Del Rio		27,600	14,025	12,972	10,269,000	152,000	1,402	10,476,999
Mark A. Kempa		14,400	14,025	19,776	—	—	582	48,783
T. Robin Lindsay		14,400	14,025	12,972	—	—	582	41,979
Jason Montague		18,000	14,025	19,776	—	—	582	52,383
Harry Sommer		18,000	14,025	19,776	—	—	526	52,327

~~Automobile~~
~~($)(a)~~

~~401(k)~~
~~Employer~~
~~Match~~
~~($)(b)~~

~~Executive~~
~~Medical~~
~~Plan~~
~~Premium~~
~~($)(c)~~

~~Severance~~
~~($)(d)~~

~~CEO~~
~~Benefits~~
~~($)(e)~~

~~Other~~
~~Benefits~~
~~($)(f)~~

~~Total~~
~~($)~~

~~Frank J. Del Rio~~

~~27,600~~

~~13,375~~

~~11,328~~

—

~~152,000~~

~~1,620~~

~~205,923~~

~~Mark A. Kempa~~

~~14,400~~

~~13,375~~

~~17,268~~

—

~~533~~

~~45,576~~

~~Wendy A. Beck~~

~~2,825~~

—

~~17,268~~

~~3,487,275~~

—

~~252~~

~~3,507,620~~

~~Jason Montague~~

~~18,000~~

~~13,375~~

~~17,268~~

—

~~1,634~~

~~50,277~~

~~Andrew Stuart~~

~~18,000~~

~~13,375~~

~~17,268~~

—

~~756~~

~~49,399~~

~~T. Robin Lindsay~~

~~14,400~~

~~13,375~~

~~11,328~~

—

~~756~~

~~39,859~~

(a)

Represents a cash automobile and automobile maintenance allowance.

(b)

Represents an employer contribution match under our 401(k) Plan on the same terms as those generally offered to our other employees.

(c)

Represents premiums under an executive medical reimbursement plan.

(d)

Represents ~~$9,202~~the cash payment owed to our President and Chief Executive Officer under his previous employment agreement, as amended in August 2017, for ~~continued medical coverage, $666,668~~a payment that is equal to 2.25 times the sum of: (1) his annualized base salary in ~~consulting fees during 2018~~effect as of August 2017 ($1.5 million) and ~~$2,811,405~~(2) his target annual cash performance incentive amount at the rate in effect as of August 2017 (or $3.0 million) and (3) $64,000, which represents the value of certain benefits. Because of this payment, Mr. Del Rio is not entitled to any cash severance ~~payments.~~benefits under his new employment agreement other than a pro-rata bonus payment for the year of termination and continued payment for medical and dental coverage.

(e)

Represents the following benefits for Mr. Del Rio: $100,000 travel expense allowance, $12,000 personal allowance, $20,000 tax preparation service and $20,000 country club membership.

(f)

Represents ~~flexible credits,~~ life insurance ~~premiums and cruise benefits (including immediate family travel).~~premiums.

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Grants of Plan-Based Awards in ~~2018~~2020 Table

The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, ~~2018.~~2020.

	Grant Date		Compen- sation Committee Approval Date (If Different than Grant Date)		Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards(2) ($)				Grant Date			Compen- sation Committee Approval Date (If Different than Grant Date)			Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(2) ($)
Name	Grant Date				Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)								Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards(2) ($)			Name	Grant Date						Threshold ($)			Target ($)			Max ($)			Threshold (#)			Target (#)			Max (#)								Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(2) ($)
Frank J. Del Rio																													Frank J. Del Rio
2018 Annual Cash Performance Incentive		—		—		1,800,000		3,600,000		5,400,000		—		—		—		—			—			—			—		2020 Annual Cash Performance Incentive			—			—			1,800,000			3,600,000			5,400,000			—			—			—			—		—		—		—
RSU Award(3)		3/1/18		—		—		—		—		—		—		—		52,956			—			—			3,006,312		RSU Award(3)			3/2/20			—			—			—			—			—			—			—			52,683		—		—		1,874,988
Option Award – Performance Based(4)		2/27/18		8/4/15		—		—		—		166,668		187,501		208,335		—			—			59.43			—		RSU Award(4)			10/1/20			—			—			—			—			—			—			—			346,020		—		—		5,999,987
PSU Award(4)		2/27/18		8/4/15		—		—		—		40,000		45,000		50,000		—			—			—			—		PSU Award(5)			3/2/20			—			—			—			—			2			158,050			316,100			—		—		—		5,625,000
PSU Award(5)		2/27/18		8/1/17		—		—		—		47,444		79,073		158,146		—			—			—			7,719,737		PSU Award(6)			3/1/18			2/10/20			—			—			—			47,663			79,435			158,870			—		—		—		2,915,399
PSU Award		3/1/18		—		—		—		—		47,663		79,435		158,870		—			—			—			4,509,582		PSU Award(7)			3/1/19			10/26/20			—			—			—			2			101,644			203,288			—		—		—		1,536,846
Mark A. Kempa																													Mark A. Kempa
2018 Annual Cash Performance Incentive		—		—		314,034		628,068		1,570,171		—		—		—		—			—			—			—		2020 Annual Cash Performance Incentive			—			—			350,000			700,000			1,750,000			—			—			—			—		—		—		—
RSU Award(3)		3/1/18		—		—		—		—		—		—		—		8,826			—			—			501,052		RSU Award(3)			3/2/20			—			—			—			—			—			—			—			36,965		—		—		1,315,584
PSU Award		3/1/18		—		—		—		—		2,649		4,413		8,826		—			—			—			250,583		RSU Award(8)			7/27/20			—			—			—			—			—			—			—			92,081		—		—		1,232,044
Wendy A. Beck																													PSU Award(5)			3/2/20			—			—			—			—			2			18,482			36,964			—		—		—		657,775
2018 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—			—			—			—		PSU Award(9)			7/27/20			—			—			—			—			—			46,040			—			—		—		—		616,015
Option Award(6)		3/1/16		—		—		—		—		—		—		—		—			12,500			50.31			127,125		PSU Award(6)			3/1/18			2/10/20			—			—			—			2,649			4,413			8,826			—		—		—		161,953
Option Award(6)		7/1/14		—		—		—		—		—		—		—		—			10,000			31.90			273,700		PSU Award(7)			3/1/19			10/26/20			—			—			—			2			12,046			24,092			—		—		—		182,129
Option Award(6)		7/1/15		—		—		—		—		—		—		—		—			16,667			56.19			100,835		T. Robin Lindsay
RSU Award(6)		3/1/16		—		—		—		—		—		—		—		6,250			—			—			368,750		2020 Annual Cash Performance Incentive			—			—			350,000			700,000			1,750,000			—			—			—			—		—		—		—
RSU Award(6)		3/1/17		—		—		—		—		—		—		—		20,000			—			—			1,180,000		RSU Award(3)			3/2/20			—			—			—			—			—			—			—			36,965		—		—		1,315,584
PSU Award(7)		2/27/18		3/1/17		—		—		—		9,000		15,000		—		—			—			—			844,050		RSU Award(8)			7/27/20			—			—			—			—			—			—			—			92,081		—		—		1,232,044
Jason Montague																													PSU Award(5)			3/2/20			—			—			—			—			2			18,482			36,964			—		—		—		657,775
2018 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—			—			—			—		PSU Award(9)			7/27/20			—			—			—			—			—			46,040			—			—		—		—		616,015
RSU Award(3)		3/1/18		—		—		—		—		—		—		—		23,536			—			—			1,336,139		PSU Award(6)			3/1/18			2/10/20			—			—			—			7,062			11,768			23,536			—		—		—		431,907
PSU Award(7)		2/27/18		3/1/17		—		—		—		9,000		15,000		—		—			—			—			844,050		PSU Award(7)			3/1/19			10/26/20			—			—			—			2			12,046			24,092			—		—		—		182,129
PSU Award		3/1/18		—		—		—		—		7,062		11,768		23,536		—			—			—			668,069		Jason Montague
Andrew Stuart																													2020 Annual Cash Performance Incentive			—			—			350,000			700,000			1,750,000			—			—			—			—		—		—		—
2018 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—			—			—			—		RSU Award(3)			3/2/20			—			—			—			—			—			—			—			36,965		—		—		1,315,584
RSU Award(3)		3/1/18		—		—		—		—		—		—		—		23,536			—			—			1,336,139		RSU Award(8)			7/27/20			—			—			—			—			—			—			—			92,081		—		—		1,232,044
PSU Award(7)		2/27/18		3/1/17		—		—		—		9,000		15,000		—		—			—			—			844,050		PSU Award(5)			3/2/20			—			—			—			—			2			18,482			36,964			—		—		—		657,775
PSU Award		3/1/18		—		—		—		—		7,062		11,768		23,536		—			—			—			668,069		PSU Award(9)			7/27/20			—			—			—			—			—			46,040			—			—		—		—		616,015
T. Robin Lindsay																													PSU Award(6)			3/1/18			2/10/20			—			—			—			7,062			11,768			23,536			—		—		—		431,907
2018 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—			—			—			—		PSU Award(7)			3/1/19			10/26/20			—			—			—			2			12,046			24,092			—		—		—		182,129
RSU Award(3)		3/1/18		—		—		—		—		—		—		—		23,536			—			—			1,336,139		Harry Sommer
PSU Award(7)		2/27/18		3/1/17		—		—		—		9,000		15,000		—		—			—			—			844,050		2020 Annual Cash Performance Incentive			—			—			350,000			700,000			1,750,000			—			—			—			—		—		—		—
PSU Award		3/1/18		—		—		—		—		7,062		11,768		23,536		—			—			—			668,069		RSU Award(3)			3/2/20			—			—			—			—			—			—			—			36,965		—		—		1,315,584
																			RSU Award(8)			7/27/20			—			—			—			—			—			—			—			92,081			—			—			1,232,044
																			PSU Award(5)			3/2/20			—			—			—			—			2			18,482			36,964			—			—			—			657,775
																			PSU Award(9)			7/27/20			—			—			—			—			—			46,040			—			—			—			—			616,015
																			PSU Award(6)			3/1/18			2/10/20			—			—			—			7,062			11,768			23,536			—			—			—			431,907
																			PSU Award(7)			3/1/19			10/26/20			—			—			—			2			12,046			24,092			—			—			—			182,129

(1)

The amounts reported in these columns represent the range of possible payouts under our Plan’s annual cash performance incentive program based on performance during ~~2018,~~2020, as described in “Compensation Discussion and Analysis.” For ~~2018,~~2020, the ~~maximum~~ target performance level was achieved and payable to our ~~NEOs (other than Ms. Beck, whose actual annual cash performance incentive was paid according to her transition agreement).~~NEOs.

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(2)

~~The fair value of each performance-based option award is estimated on the date of grant using the Black-Scholes option-pricing model.~~ The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The fair value of PSUs is reported based on the probable outcome of the performance conditions at the time of grant and the closing market price of our ordinary shares on the date of grant. ~~PSUs were valued as follows: February 27, 2018~~The March 2, 2020 PSU grants originally awarded on August 4, 2015 were valued below threshold and have zero value based on the probable performance outcome, February 27, 2018 grants originally awarded on March 1, 2017 or August 1, 2017 were valued at ~~maximum and March 1, 2018 grants were valued at~~100% of target. All RSUs and PSUs reported in this table were awarded under our Plan.

(3)

Reflects RSU awards that will vest in equal installments on March 1, ~~2019, 2020~~2021, 2022 and ~~2021.~~2023.

(4)

~~Awards were originally made~~Reflects an RSU award that vests in one installment on August 4, 2015. Pursuant to FASB ASC Topic 718, a grant date was not established for the awards on the award date, but was established on February 27, 2018 due to the application of accounting principles.October 1, 2023.

(5)

~~Award was originally made on August 1, 2017. Pursuant to FASB ASC Topic 718, a grant date was not established for~~Reflects March 2020 PSU awards that will vest as described in the ~~award on the award date, but was established on February 27, 2018 due to the application of accounting principles.~~Compensation Discussion and Analysis above.

(6)

~~Represents options~~Reflects the March 1, 2018 PSU awards which received Compensation Committee approval of the performance achievement. Our Company’s performance as it relates to the 2018 PSU awards was adjusted for the impact of the cessation of cruises to Cuba, and ~~RSUs~~we determined that, ~~received accelerated vesting pursuant~~including the adjustment for the impact of the cessation of cruises to ~~Ms. Beck’s transition agreement.~~Cuba, the Adjusted ROIC Maximum Target and Adjusted EPS Maximum Target were achieved. The amount reported under “Grant Date Fair Value of Stock and Option Awards” represents the incremental fair value, computed as of the modification date, February ~~2, 2018,~~10, 2020, in accordance with FASB ASC Topic 718.

(7)

~~Awards were originally made on~~Reflects the March 1, ~~2017. Pursuant~~2019 PSU awards that received approval of the performance achievement. Our Company’s performance as it relates to the 2019 PSU awards was adjusted for the impact of the cessation of cruises to Cuba and a shortened performance period of only 2019 due to the impacts of the COVID-19 pandemic. We determined that, including the adjustment for the impact of the cessation of cruises to Cuba and considering the shortened performance period, the Adjusted EPS metric had been achieved at 180% of target. The Adjusted ROIC metric failed to meet the minimum threshold and was forfeited at zero percent of achievement, resulting in a combined payout of 90% of target. The amount reported under “Grant Date Fair Value of Stock and Option Awards” represents the incremental fair value, computed as of the modification date, October 26, 2020, in accordance with FASB ASC Topic ~~718, a grant date was not established for~~718.

(8)

Reflects July 2020 RSU awards that vest in one installment on July 27, 2022.

(9)

Reflects July 2020 PSU awards that will vest as described in the ~~awards on the award date, but was established on February 27, 2018 due to the application of accounting principles.~~Compensation Discussion and Analysis above.

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Outstanding Equity Awards at December 31, ~~2018~~2020 Table

The following table presents information regarding the outstanding equity awards held by each of our NEOs as of December 31, ~~2018.~~2020.

	Option Awards										Stock Awards									Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1) (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)		Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)		Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(1) (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)		Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Frank J. Del Rio		427,083		312,500(4)		364,584(14)		59.43		8/3/2025		37,500(4)		1,589,625		87,500(14)		3,709,125	Frank J. Del Rio		739,583		—		208,333(13)		59.43		8/3/2025		17,652(4)		448,890		50,000(13)		1,271,500
		—		—		—		—		—		35,143(5)		1,489,712		158,146(6)		6,703,809			—		—		—		—		—		22,588(5)		574,413		158,870(9)		4,040,064
		—		—		—		—		—		52,956(7)		2,244,805		158,870(11)		6,734,499			—		—		—		—		—		52,683(6)		1,339,729		91,479(10)		2,326,311
Mark A. Kempa		4,952		—		—		19.00		1/17/2020		2,500(9)		105,975		8,826(11)		374,134			—		—		—		—		—		346,020(8)		8,799,289		316,100(11)		8,038,423
		10,000		—		—		30.95		6/30/2023		8,334(5)		353,278		—		—	Mark A. Kempa		10,000		—		—		30.95		6/30/2023		2,942(4)		74,815		8,826(9)		224,445
		15,000		—		—		31.90		6/30/2024		8,826(7)		374,134		—		—			15,000		—		—		31.90		6/30/2024		16,062(5)		408,457		10,841(10)		275,687
		15,000		—		—		41.79		11/18/2024		—		—		—		—			15,000		—		—		41.79		11/18/2024		36,965(6)		940,020		36,964(11)		939,995
		30,000		—		—		56.19		6/30/2025		—		—		—		—			30,000		—		—		56.19		6/30/2025		92,081(7)		2,341,620		46,040(12)		1,170,797
		10,000		5,000(8)		—		50.31		2/28/2026		—		—		—		—			15,000		—		—		50.31		2/28/2026		—		—		—		—
Wendy Beck		—		—		—		—		—		—		—		15,000(10)		635,850	T. Robin Lindsay		50,000		—		—		56.19		6/30/2025		7,845(4)		199,498		23,536(9)		598,520
Jason Montague		40,000		—		—		41.79		11/18/2024		6,250(9)		264,938		15,000(10)		635,850			37,500		—		—		50.31		2/28/2026		16,062(5)		408,457		10,841(10)		275,687
		45,000		15,000(12)		—		43.76		2/1/2025		20,000(5)		847,800		23,536(11)		997,691			—		—		—		—		—		36,965(6)		940,020		36,964(11)		939,995
		50,000		—		—		56.19		6/30/2025		23,536(7)		997,691		—		—			—		—		—		—		—		92,081(7)		2,341,620		46,040(12)		1,170,797
		25,000		12,500(8)		—		50.31		2/28/2026		—		—		—		—	Jason Montague		40,000		—		—		41.79		11/18/2024		7,845(4)		199,498		23,536(9)		598,520
Andrew Stuart		84,051		—		—		19.00		1/17/2020		6,250(9)		264,938		15,000(10)		635,850			60,000		—		—		43.76		2/1/2025		16,062(5)		408,457		10,841(10)		275,687
		50,000		—		—		30.95		6/30/2023		5,000(15)		211,950		23,536(11)		997,691			50,000		—		—		56.19		6/30/2025		36,965(6)		940,020		36,964(11)		939,995
		40,000		—		—		31.90		6/30/2024		20,000(5)		847,800		—		—			37,500		—		—		50.31		2/28/2026		92,081(7)		2,341,620		46,040(12)		1,170,797
		75,000		25,000(13)		—		50.17		4/27/2025		23,536(7)		997,691		—		—	Harry Sommer		50,000		—		—		56.19		6/30/2025		7,845(4)		199,498		23,536(9)		598,520
		25,000		12,500(8)		—		50.31		2/28/2026		—		—		—		—			50,000		—		—		59.43		8/3/2025		16,062(5)		408,457		10,841(10)		275,687
T. Robin Lindsay		50,000		—		—		56.19		6/30/2025		6,250(9)		264,938		15,000(10)		635,850			25,000		—		—		50.31		2/28/2026		36,965(6)		940,020		36,964(11)		939,995
		25,000		12,500(8)		—		50.31		2/28/2026		20,000(5)		847,800		23,536(11)		997,691			—		—		—		—		—		92,081(7)		2,341,620		46,040(12)		1,170,797
		—		—		—		—		—		23,536(7)		997,691		—		—

(1)

Represents ~~performance-based~~PSUs and market-based options and ~~PSUs~~RSUs awarded to our NEOs, which will vest upon the achievement of pre-determined targets.

(2)

Represents unvested RSU awards subject to time-based vesting requirements.

(3)

The market value of the unvested RSU, PSU and ~~PSU~~market-based awards was calculated based on the ~~$42.39~~$25.43 closing price of our ordinary shares as of December 31, ~~2018.~~2020.

(4)

~~Represents time-based option and RSU awards granted to Mr. Del Rio on August 4, 2015. The time-based option award and the time-based RSU award vest on June 30, 2019.~~

~~(5)~~

Represents a time-based RSU award that ~~vests~~vested on March 1, 2021.

(5)

The time-based RSUs vest in substantially equal annual installments on March 1, ~~2019~~2021 and ~~March 1, 2020.~~2022.

(6)

The time-based RSUs vest in substantially equal annual installments on March 1, 2021, 2022 and 2023.

(7)

The time-based RSUs vest in a single installment on July 27, 2022.

(8)

The time-based RSUs vest in a single installment on October 1, 2023.

(9)

Represents athe March 1, 2018 PSU award that ~~will vest zero to~~was approved by award modification as achieved at 200% of target based on Adjusted ROIC performance for 2018 and average Adjusted EPS growth metrics for ~~2017~~2018 and ~~2018. Award~~2019. This award is ~~also~~ subject to a time-based vesting requirement through March 1, ~~2020. Amount reported assumes vesting at 200% of target.~~2021.

~~(7)~~(10)

~~The RSUs vest in substantially equal annual installments on~~Represents the March 1, 2019 ~~2020~~PSU award that was approved by award modification as achieved at 90% of target based on average Adjusted ROIC performance for 2019 (0% — not achieved) and ~~2021.~~

~~(8)~~

~~The options vest on March 1, 2019.~~

~~(9)~~

~~The RSUs vest on March 1, 2019.~~average Adjusted EPS growth (180% — achieved)

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~~(10)~~

~~Represents~~metrics for a ~~PSU~~truncated performance period of 2019. This award ~~that will vest zero~~is subject to ~~100% of target based on Adjusted ROIC performance for 2018. Amount reported assumes~~a time-based vesting ~~at 100% of target.~~

requirement through March 1, 2022.

(11)

Represents a March 2020 PSU award that will vest zero to 200% of target based on average Adjusted ROIC performance for ~~2019~~2020 and 2021 and average Adjusted EPS growth metrics for ~~2018~~2020 and ~~2019.~~2021. Amount reported assumes vesting at 200% of target. This award is subject a time-based vesting requirement through March 1, 2023.

(12)

~~The options~~Represents a July 2020 PSU award that will vest zero or 100% of target based on ~~February 2, 2019.~~whether our Company has maintained, through June 30, 2022, all rules of the Classification Society and flag state for all vessels in our fleet and all certificates for all vessels in our fleet to assure the fleet’s ability to return to service. Amount reported assumes vesting at 100% of target. This award is subject a time-based vesting requirement through July 27, 2022.

(13)

~~The options vest on March 4, 2019.~~

~~(14)~~

Represents market-based ~~and performance-based~~ options and ~~PSUs~~RSUs granted to Mr. Del Rio on August 4, 2015. These awards will vest ~~zero to 100%~~ based on ~~Adjusted EPS performance for 2018, Adjusted ROIC performance for 2018 and~~ our achievement of certain stock price hurdles. ~~Amount reported assumes vesting at 100%.~~

~~(15)~~

~~The RSUs vest on June 30, 2019.~~

Option Exercises and Stock Vested in ~~2018~~2020 Table

The following table presents information regarding all stock options exercised and value received upon exercise, and all stock awards vested and the value realized upon vesting, by our NEOs during ~~2018.~~2020.

	Option Awards				Stock Awards					Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)		Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Frank J. Del Rio		—		—		55,072		2,636,769	Frank J. Del Rio		—		—		204,663		7,625,743
Mark A. Kempa		—		—		6,666		378,429	Mark A. Kempa		4,952		190,850		15,140		564,116
Wendy A. Beck		332,295(2)		8,941,163		42,500(2)		2,381,488	T. Robin Lindsay		—		—		25,877		964,177
Jason Montague		—		—		16,250		922,513	Jason Montague		—		—		25,877		964,177
Andrew Stuart		6,500		189,933		21,250		1,158,763	Harry Sommer		—		—		25,877		964,177
T. Robin Lindsay		—		—		16,250		922,513

(1)

The value of the RSU awards was determined by multiplying the number of RSUs that vested by the per-share closing price of the ordinary shares on the vesting date. The value of the option awards was determined by multiplying (i) the number of shares to which the exercise of the options related by (ii) the difference between the per-share market price of the ordinary shares on the exercise date and the exercise price of the options.

~~(2)~~

~~Includes options, RSUs and PSUs that vested according to Ms. Beck’s transition agreement.~~

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Employment Agreements for NEOs — Salary, ~~and~~ Annual Cash Performance Incentive Opportunity and Equity

In mid-March 2020, we announced that to contribute to efforts around the globe to contain the spread of the COVID-19 coronavirus, we were temporarily suspending our cruise operations. Each of our NEOs signed an

agreement that their annual base salaries would be reduced by 20% beginning March 30, 2020 through an indeterminate future time.

Frank J. Del Rio

Mr. Del Rio is employed as our President and Chief Executive Officer pursuant to an employment agreement with us ~~dated June 5, 2014,~~that was amended and ~~subsequently amended by letter agreements dated September 2, 2014, August 4, 2015 and August~~restated on October 1, ~~2017.~~2020. Mr. Del Rio’s amended and restated employment agreement ~~extends his~~extended the term of his employment by three additional years, until December 31, ~~2020.~~2023. Mr. Del Rio’s amended employment agreement provides for a minimum annual base salary of ~~$1,500,000,~~$1,800,000, subject to periodic review. Mr. Del Rio’s target annual cash performance incentive is 200% of his base salary, which beginning in 2022 will be subject to a maximum limit of ~~300%~~400% of his base annual salary. Mr. Del Rio is entitled to a $2,000 monthly car allowance and certain maintenance and fuel expenses and certain other personal benefits each year. The

amended and restated employment agreement also provides for participation in employee benefit plans and perquisite programs generally available to our executive officers, including an executive medical plan.

Mr. Del Rio’s amended employment agreement entitles him to annual RSU awards that have an award date value of not less than ~~$7.5~~$10.0 million, with such actual

target number of RSUs being determined by multiplying the number of RSUs by the closing price of an ordinary share of our Company on the applicable date of award. At least 60% of each such award is contractually required to be subject to performance-based vesting requirements that will be determined by our Compensation Committee.

In connection with signing his amended and restated employment agreement and extending his employment by an additional three years, Mr. Del Rio received a one-time grant of 346,020 RSUs which will vest in one installment on October 1, 2023 and an inducement award of approximately $2.8 million. If Mr. Del Rio’s employment is terminated by us for “cause” or he voluntarily resigns his employment without “good reason” (as such terms are defined in his amended and restated employment agreement) prior to December 31, 2021, Mr. Del Rio is required to repay 100% of the cash inducement award.

Mark A. Kempa

Mr. Kempa is employed as our Executive Vice President and Chief Financial Officer pursuant to an employment agreement with us dated as of September 10, 2018.

The initial term of Mr. Kempa’s employment agreement is from August 31, 2018 through December 31, 2021, which will automatically renew each anniversary of December 31, 2021 thereafter for additional one-year terms unless either we or Mr. Kempa gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for a minimum annual base

salary of $700,000, subject to annual review, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,200 monthly car allowance.

~~Wendy A. Beck~~T. Robin Lindsay

~~Ms. Beck was~~Mr. Lindsay is employed as ~~our~~ Executive Vice President, ~~and Chief Financial Officer~~Vessel Operations pursuant to an employment agreement with us dated as of ~~September 2,~~October 18, 2015. ~~Ms. Beck resigned from her position, effective March 5, 2018.~~

The initial term of ~~Ms. Beck’s~~Mr. Lindsay’s employment ~~under the~~ agreement ~~was~~is from September 1, 2015 through December 31, 2018, which ~~would have~~will automatically ~~renewed~~renew each anniversary of December 31, 2018 thereafter for additional one-year terms unless either we or ~~Ms. Beck gave~~Mr. Lindsay gives notice

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of non-renewal within 60 days

prior to the end of the term. The agreement ~~provided~~provides for a minimum annual base salary of ~~$650,000,~~$600,000, subject to annual review, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our

Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. ~~She was~~He is also entitled to a $1,200 monthly car allowance.

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Jason Montague

Mr. Montague is employed as our President and Chief Executive Officer of Regent pursuant to an employment agreement with us dated as of September 16, 2016.

The initial term of Mr. Montague’s employment agreement was from September 16, 2016 through December 31, 2018, which automatically renews each anniversary of December 31, 2018 thereafter for additional one-year terms unless either we or Mr. Montague gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides

for a minimum annual base salary of $650,000, subject to annual review, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,500 monthly car allowance.

~~Andrew Stuart~~Harry Sommer

Mr. ~~Stuart~~Sommer is employed as our President and Chief Executive Officer of Norwegian pursuant to an employment agreement with us dated as of ~~September 16, 2016.~~January 10, 2019.

The initial term of Mr. ~~Stuart’s~~Sommer’s employment agreement ~~was~~is from ~~September 16, 2016~~January 1, 2019 through December 31, ~~2018,~~2021, which automatically renews each anniversary of December 31, ~~2018~~2021 thereafter for additional one-year terms unless either we or Mr. ~~Stuart~~Sommer gives notice of non-renewal within 60 days prior to the end of the ~~term.~~

term. The agreement provides for a minimum annual base salary of ~~$650,000,~~$700,000, subject to annual review, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,500 monthly car allowance.

~~T. Robin Lindsay~~

~~Mr. Lindsay is employed as our Executive Vice President, Vessel Operations, pursuant to an employment agreement with us dated as of October 18, 2015.~~

The initial term of Mr. Lindsay’s employment agreement was from September 1, 2015 through December 31, 2018, which automatically renews each anniversary of December 31, 2018 thereafter for additional one-year terms unless either we or Mr. Lindsay gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for a minimum annual

base salary of $600,000, subject to annual review, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,200 monthly car allowance.

Potential Payments Upon Termination or Change in Control

The following section describes the payments and benefits that would have become payable to our NEOs ~~other than Ms. Beck,~~ in connection with a termination of their employment and/or a change in control of our

Company occurring on

December 31, ~~2018.~~2020. Please see “Compensation Discussion and Analysis” for a discussion of how the level of these payments and benefits was determined.

Frank J. Del Rio

Mr. Del Rio’s employment agreement, as amended and restated in ~~August 2017,~~October 2020, provides for certain payments and benefits to be paid to him under the circumstances described below. In each case, Mr. Del Rio is entitled to receive all

amounts that he has earned but are unpaid regardless of the circumstances under which his employment terminates (his “accrued obligations”).

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Severance Benefits — Termination of Employment. In the event that Mr. Del Rio’s employment is terminated during the employment term either by us without “cause” or by him for “good reason” ~~(as~~

(as defined in the amended employment agreement), or if Mr. Del Rio’s employment terminates by reason of his death or disability (as ~~those terms are~~ defined in the amended employment agreement), or his employment terminates on the expiration of his employment term, ~~(or in the case of the cash severance payment, as of December 31, 2020, regardless of whether his employment terminates),~~ he will be entitled to receive:

•

a payment equal to 2.25 times the sum of: (1) his annualized base salary in effect as of August 2017 ($1.5 million) and (2) his target annual cash performance incentive amount at the rate in effect as of August 2017 (or $3 million) and (3) $64,000, which represents the value of certain benefits; and

•

all then outstanding, unvested RSUs subject only to time-based vesting requirements that were awarded during and after 2017 will vest in full, and any outstanding, unvested performance-based RSUs that were awarded during and after 2017 will

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continue to remain outstanding as if Mr. Del Rio were still employed until the performance period is complete, will remain subject to all of the applicable performance conditions and will vest in full at the time, if any, that the performance conditions are satisfied.

If Mr. Del Rio’s employment terminates during the employment term either by us without “cause” or by him for “good reason” ~~(as~~(as those terms are defined in the amended employment agreement) or his employment terminates on the expiration of his employment term, he will also be entitled to receive:

•

continuation of medical and dental coverage for Mr. Del Rio and his eligible dependents on the same terms as actively employed senior executives for two years after the severance date; and

•

a pro-rata portion of his annual cash performance

incentive for the year in which the severance date occurs, with the pro-rata portion determined based on performance through the severance date.

In the event that Mr. Del Rio’s employment is terminated either by us without “cause” or by him for “good reason” (as those terms are defined in the amended employment agreement), he will also be entitled to receive accelerated vesting for all outstanding unvested market-based options ~~RSUs~~ and ~~PSUs~~RSUs from his award in 2015 in full. In the event that Mr. Del Rio’s employment is terminated due to his death or disability, he is also entitled to pro-rata vesting of the next unvested installment of his time-based options and RSUs from his 2015 award.

Mr. Del Rio’s right to receive the severance payments and benefits described above is subject to him executing a release of claims in favor of our Company.

Mr. Del Rio’s employment agreement provides that if any of the foregoing severance payments or benefits would be a parachute payment subject to any excise taxes pursuant to Section 4999 of the Code, his payments and benefits will be reduced and “cut back” to the extent that such reduction results in a better net after tax result to him.

Severance Benefits — Other Terminations. In the event that Mr. Del Rio’s employment is terminated by us for “cause” or by him other than for “good reason,” he will only be entitled to receive his accrued obligations.

Restrictive Covenants. Pursuant to Mr. Del Rio’s amended employment agreement, he has agreed not to disclose any confidential information of our Company and our affiliates at any time during or after his employment with us. In addition, Mr. Del Rio has agreed that for a period of one year (two years in the case of a resignation without “good reason”) after his employment terminates he will not compete with certain restricted competitors of our Company, and for a period of one year after the last date compensation is paid to him by us, he will not solicit the employees of our Company or our affiliates.

~~Wendy A. Beck~~

~~In connection with Ms. Beck’s resignation in the first quarter of 2018, she became~~Payment under Prior Employment Agreement. Under his prior employment agreement, and as we have previously disclosed to shareholders, our President and Chief Executive Officer was contractually entitled to ~~receive~~a payment of $10.269 million on December 31, 2020 in respect of the ~~following~~severance benefits ~~pursuant~~provided under his employment agreement. In order to ~~a transition and consulting~~avoid disincentivizing Mr. Del Rio from extending his employment agreement, ~~that she~~we paid Mr. Del Rio the $10.269 million when he entered into ~~with us: (i)~~his new employment agreement and agreed to extend the term of his employment by an ~~amount equal~~additional three years. Mr. Del Rio is not entitled to ~~two times her base salary ($1.4 million), paid over~~any additional cash severance payment under his new employment agreement other than a 12-month period, (ii) in recognition of her service and tenure, an amount equal to $4.0 million, paid in quarterly installments through December 30, 2019, (iii) continued COBRA benefits (including the executive medical plan) at the same cost as active employees (or

pay in lieu of such benefits if we cannot provide such benefits) for up to 36 months (having a value of $26,470 for 2018 and a total estimated value of $90,417), (iv) full acceleration of her outstanding time-based equity awards (having a value equal to $1.8 million on the date of her resignation based on the NCLH share price on that date and the “spread” value of her options), (v) continued opportunity to vest in her only outstanding performance-based equity award, subject to the satisfaction of the applicable financial performance

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~~conditions for 2018 (having an estimated value of $0.8 million based on the NCLH share price on the date she resigned and assuming maximum achievement of the performance targets), (vi)~~ pro-rata portion of any annual cash performance incentive ~~actually earned based on performance for 2018 (having a value of approximately $1.3 million),~~ and ~~(vii) an executive-level cruise. Ms. Beck will receive $2.0 million, paid in six equal quarterly installments through December 30, 2019, for her consulting services~~continued medical and ~~base salary and pro-rata bonus opportunity as if she remained employed through September 30, 2018.~~dental coverage under certain circumstances.

Pursuant to the transition and consulting agreement, Ms. Beck has agreed not to disclose any confidential information of our Company and our affiliates at any time during or after her employment with us. In addition, she has agreed that for a period of two years after her employment was terminated, she will not compete with the business of our Company or our affiliates and will not solicit the employees or guests of our Company or our affiliates.

Other NEOs

The current employment agreement of each of Mr. Kempa, Mr. ~~Montague,~~Lindsay, Mr. ~~Stuart~~Montague and Mr. ~~Lindsay~~Sommer with us, described above under “Employment Agreements for NEOs — Salary, ~~and~~ Annual Cash Performance Incentive Opportunity and Equity,” provides for certain payments and benefits to be paid to each NEO in connection with a termination of his employment with us under the circumstances described below. In each case, Mr. Kempa, Mr. ~~Montague,~~Lindsay, Mr. ~~Stuart~~Montague and Mr. ~~Lindsay~~Sommer are entitled to receive all amounts that they have earned but are unpaid regardless of the circumstances under which their employment terminates (“accrued obligations”).

Severance Benefits — Termination of Employment. In the event that Mr. Kempa’s, Mr. ~~Montague’s,~~Lindsay’s, Mr. ~~Stuart’s~~Montague’s or Mr. ~~Lindsay’s~~Sommer’s employment is terminated during the employment term by us without “cause,” we provide notice that his employment agreement will not be extended or further extended, or the NEO terminates his employment for “good reason” ~~(as~~(as those terms are defined in the employment agreements) the NEO will be entitled to receive:

•

an amount equal to twice his then current base salary at the annualized rate in effect on the severance date, payable over a 12-month period in accordance with our regular payroll cycle practices following termination;

•

payment of a pro-rata portion of any annual cash incentive actually earned for the year of termination; and

•

continuation of medical and dental coverage for him and his eligible dependents on substantially the same terms and conditions in effect on his

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termination of employment until the first to occur of: (1) 18 months following termination, (2) the date of his death; (3) the date he becomes eligible for coverage under the health plan of a future employer; or (4) the date our Company is no longer obligated to offer him COBRA continuation coverage.

In addition, if in connection with a change in control of our Company, we terminate Mr. Kempa’s, Mr. ~~Montague’s,~~Lindsay’s, Mr. ~~Stuart’s~~Montague’s or Mr. ~~Lindsay’s~~Sommer’s employment without “cause,” provide notice that his agreement will not be extended or further extended, or he terminates his employment for “good reason,” in addition to the payments and benefits described above, all of Mr. Kempa’s, Mr. Lindsay’s, Mr. Montague’s and Mr. ~~Stuart’s or Mr. Lindsay’s~~Sommer’s outstanding and unvested equity awards granted under the Plan, or any successor equity plan, will receive full accelerated vesting.

The employment agreements for Mr. Kempa, Mr. ~~Montague,~~Lindsay, Mr. ~~Stuart~~Montague and Mr. ~~Lindsay~~Sommer provide that if any of the foregoing severance payments or benefits would be a parachute payment subject to any excise taxes pursuant to Section 4999 of the Code, his payments and benefits will be reduced and “cut back” to the extent that such reduction results in a better net after tax result to him.

Each of Mr. Kempa’s, Mr. ~~Montague’s,~~Lindsay’s, Mr. ~~Stuart’s~~Montague’s and Mr. ~~Lindsay’s~~Sommer’s, right to receive the severance payments and benefits described above is subject to him executing a release of claims in favor of our Company.

Severance Benefits — Other Terminations. In the event that Mr. Kempa’s, Mr. ~~Montague’s,~~Lindsay’s, Mr. ~~Stuart’s~~Montague’s or Mr. Sommer’s employment is terminated for death or disability, he will receive accelerated vesting for all time-based RSU awards granted beginning in 2020 and a pro-rata portion of the target amount of any outstanding, unvested PSU awards granted beginning in 2020.

In the event that Mr. Kempa’s, Mr. Lindsay’s, Mr. Montague’s or Mr. Sommer’s, employment is terminated by us for any other reason ~~(death, disability, by~~(by us for “cause” or by the NEO other than for “good reason”), he will only be entitled to receive his accrued obligations.

Restrictive Covenants. Pursuant to each of Mr. Kempa’s, Mr. ~~Montague’s,~~Lindsay’s, Mr. ~~Stuart’s~~Montague’s and Mr. ~~Lindsay’s~~Sommer’s, employment agreements, each NEO has agreed not to disclose any confidential information of our Company and our affiliates at any time during or after his employment with us. In addition, each NEO has agreed that for a period of two years after his employment terminates, he will not compete with the business of our Company or our affiliates and will not solicit the employees or guests of our Company or our affiliates.

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Estimated Severance and Change in Control Payments and Benefits

The following table presents the estimated payments and benefits to which each of our NEOs ~~other than Ms. Beck,~~ would have been entitled had his employment been terminated or a change in control of our Company occurred on December 31, ~~2018~~2020 under the scenarios noted below.

Name	Voluntarily Termination or Termination for Cause ($)		Death, Disability or Retirement ($)		Termination Without Cause or Good Reason ($)		Change in Control Termination ($)		Name	Voluntary Termination or Termination for Cause ($)		Death, Disability or Retirement ($)		Termination Without Cause or Good Reason ($)		Change in Control Termination ($)
Frank J. Del Rio									Frank J. Del Rio
Severance Payment		—		10,269,000		15,669,000		—	Pro-rata Annual Performance Incentive		—		—		3,600,000		—
Insurance Continuation		—		—		41,826		—	Insurance Continuation		—		—		59,515		—
Equity Acceleration		—		14,606,920(1)		18,892,375(2)		—	Equity Acceleration		—		25,567,119(1)		26,838,619(2)		—
Mark A. Kempa									Mark A. Kempa
Severance Payment		—		—		2,970,171		2,970,171	Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		45,623		45,623	Insurance Continuation		—		—		63,961		63,961
Equity Acceleration		—		—		—		1,020,454(3)	Equity Acceleration		—		3,665,611(3)		—		6,375,835(4)
Jason Montague									T. Robin Lindsay
Severance Payment		—		—		3,150,000		3,150,000	Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		45,623		45,623	Insurance Continuation		—		—		44,636		44,636
Equity Acceleration		—		—		—		3,245,124(3)	Equity Acceleration		—		3,665,611(3)		—		6,874,594(4)
Andrew Stuart									Jason Montague
Severance Payment		—		—		3,150,000		3,150,000	Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		45,623		45,623	Insurance Continuation		—		—		63,961		63,961
Equity Acceleration		—		—		—		3,457,074(3)	Equity Acceleration		—		3,665,611(3)		—		6,874,594(4)
T. Robin Lindsay									Harry Sommer
Severance Payment		—		—		3,150,000		3,150,000	Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		31,369		31,369	Insurance Continuation		—		—		63,961		63,961
Equity Acceleration		—		—		—		3,245,124(3)	Equity Acceleration		—		3,665,611(3)		—		6,874,594(4)

(1)

The amount disclosed was determined by taking the value (calculated based on our closing share price of ~~$42.39~~$25.43 as of December 31, ~~2018)~~2020) associated with (i) ~~a pro-rated portion of Mr. Del Rio’s next unvested installment of 312,500 time-based options and 37,500 time-based RSUs from his 2015 award subject to acceleration as of December 31, 2018, (ii)~~ the unvested, outstanding RSUs awarded to Mr. Del Rio in ~~August 2017~~March 2018, 2019 and 2020, and October 2020 (ii) the number of outstanding PSUs awarded to Mr. Del Rio in March 2018 and 2019 which have been earned and were still subject to time-based vesting and (iii) the maximum number of outstanding PSUs awarded to Mr. Del Rio in ~~August 2017 and (iv) the target number of outstanding PSUs awarded to Mr. Del Rio in~~ March ~~2018~~2020 (which is an assumed amount as the actual PSU vesting will depend on actual performance results achieved). ~~For options, the value presented is equal to their intrinsic value at December 31, 2018.~~

(2)

The amount disclosed was determined by taking the value (calculated based on our closing share price of ~~$42.39~~$25.43 as of December 31, ~~2018)~~2020) associated with Mr. Del Rio’s aggregate outstanding and unvested ~~options,~~RSUs, market-based RSUs and PSUs subject to acceleration as of December 31, ~~2018. For options, the value presented is equal to their intrinsic value at December 31, 2018.~~2020. For outstanding PSUs awarded in ~~August 2017,~~March 2018 and 2019, the amount is based on the PSUs that have been earned, which were still subject to time-based vesting. For outstanding PSUs awarded in March 2020, the amount assumes the maximum ~~number of outstanding PSUs awarded to Mr. Del Rio and for outstanding PSUs awarded in August 2015 and March 2018, the amount assumes the target~~ number of outstanding PSUs awarded to Mr. Del Rio (which is an assumed amount as the actual PSU vesting will depend on actual performance results achieved).

(3)

The amount disclosed was determined by taking the value (calculated based on our closing share price of ~~$42.39~~$25.43 as of December 31, ~~2018)~~2020) associated with each NEO’s outstanding and unvested ~~options,~~ RSUs and PSUs subject to acceleration as of December 31, ~~2018. For options,~~2020 in the ~~value presented is equal to their intrinsic value at December 31, 2018.~~event of death or disability, but not retirement. For outstanding PSUs awarded in March ~~2017,~~and July 2020, the amount assumes the ~~maximum~~target number of outstanding PSUs awarded to each NEO ~~(other than Mr. Kempa who did not receive a PSU~~pro-rated through December 31, 2020 in accordance with the terms of the relevant award ~~in 2017)~~agreements.

(4)

The amount disclosed was determined by taking the value (calculated based on our closing share price of $25.43 as of December 31, 2020) associated with each NEO’s outstanding and ~~for~~unvested RSUs and PSUs subject to acceleration as of December 31, 2020. For outstanding PSUs awarded in March 2018 and 2019, the amount is based on the number of outstanding PSUs earned by each NEO, which were still subject to time-based vesting. For outstanding PSUs awarded in March 2020 and July 2020, the amount assumes the ~~target~~maximum number of outstanding PSUs awarded to each NEO (which is an assumed amount as the actual PSU vesting will depend on actual performance results achieved).

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Compensation Committee Interlocks and Insider Participation

Messrs. John W. Chidsey, Russell W. Galbut and Chad A. Leat served on our Compensation Committee during ~~2018.~~2020. None of the members of our Compensation Committee was an officer or employee of our Company during the last fiscal year or was formerly an officer of our Company. During the last fiscal year, none of our executive officers served as: (1) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board

of directors) of another entity, one of whose executive officers served on our Compensation Committee; (2) a director of another entity, one of whose executive officers served on our Compensation Committee, or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Board.

Pay Ratio Disclosure

Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Mr. Del Rio, our President and Chief Executive Officer, to the annual total compensation of the median employee of the Company other than our President and Chief Executive Officer (the “Pay Ratio Disclosure”).

To provide context for this disclosure, it is important to understand the unique circumstances of our employee population. Our shipboard employees are an essential part of our operations and comprise ~~over~~approximately 90% of our workforce, while shoreside employees make up the remainder. Due to maritime requirements and the practical implications of employment on ships with worldwide operations, our shipboard employees receive certain accommodations that are not typically provided to shoreside employees including housing and meals while on the ship and medical care for any injuries or illnesses that occur while in the service of the ship. These accommodations are free of cost to each shipboard employee. Additionally, because our shipboard employees are away from home for extended periods of time while on the ship, they do not work for the entire year. For example, a shipboard employee will typically work between six to ten months out of the year. Pursuant to the rules governing our Pay Ratio Disclosure, we ~~have~~do not ~~annualized~~annualize payment for our shipboard ~~employees.~~employees in the normal course of our cruise operations. However, as discussed below, we have annualized pay for shipboard employees who were effectively furloughed at year end because these employees were employed for less than the full fiscal year due to the suspension of our cruise operations that began in March 2020. Our shipboard employees also generally reside outside of the U.S., where the cost of living may be significantly lower than in the U.S.

~~We believe that there have been no changes~~

To identify, and to ~~our employee population or~~determine the annual total compensation ~~arrangements since last year that would result in a significant change to the Pay Ratio Disclosure. However, in 2018, the median~~

employee that was identified on December 31, 2017 received a promotion. Therefore, as permitted by Regulation S-K, we are substituting another employee, with substantially similar compensation and working in the same position and on the same ship asof, the median employee, we used the following methodology:

•

We evaluated the compensation distribution of all of our employees and determined that ~~was identified on~~our median employee would be a shipboard employee due to the number of shipboard employees versus shoreside employees.

•

We selected four representative ships from our fleet.

•

We used total annual fixed cash pay pursuant to payroll records for the period of time during 2020 before our crew returned home due to the suspension of cruise voyages for each of the four ships for each employee as of December 31, ~~2017,~~2020, as our consistently applied compensation measure.

•

We then selected the median employee from this representative sample of our shipboard employees.

•

We then calculated the daily rate of pay for ~~December 31, 2018.~~the median employee by dividing the total annual fixed cash pay for the period before the employee was effectively furloughed by the number of days in the period and multiplying by an assumed number of days at sea, 278, which would be the typical number of days such an employee in that position would work in a given year.

The median employee was a full-time employee located on one of our ships with an annual total compensation of ~~$20,101~~$30,635 for ~~2018,~~2020, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes fixed cash pay, overtime pay, gratuities, and shipboard pension. Mr. Del Rio’s annual total compensation for ~~2018~~2020 was ~~$22,593,061.~~$36,381,255. Based on this information, for ~~2018,~~2020, the ratio of the compensation of Mr. Del Rio to the annual total compensation of the median employee was estimated to be ~~1,124~~1,188 to 1. As discussed in “Compensation Discussion and Analysis”, Mr. Del Rio’s annual total compensation for 2018 includes his PSU awards for both 2017 and 2018 due to the application of accounting principles. Without the effect of this application of accounting principles, which requires us to include performance-based equity awards made in more than one year, Mr. Del Rio’s annual total compensation for 2018 would have been $14,873,324 and the ratio of Mr. Del Rio’s annual total compensation to the annual total compensation of the median employee would be estimated to be 740 to 1.

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EXECUTIVE COMPENSATION TABLES

The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies,

exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio reported by other companies.

~~2019 Proxy Statement /~~ 53

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~~EXECUTIVE COMPENSATION TABLES~~

Equity Compensation Plan Information

We currently maintain two equity compensation plans: the Plan and the Employee Stock Purchase Plan (the “ESPP”).

The following table summarizes our equity plan information as of December 31, ~~2018.~~2020.

Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3)		Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3)
Equity compensation plans approved by security holders		10,154,271		$	50.61		12,872,756	Equity compensation plans approved by security holders		13,127,232		$	52.46		6,282,363
Equity compensation plans not approved by security holders		—			—		—	Equity compensation plans not approved by security holders		—			—		—
Total		10,154,271		$	50.61		12,872,756	Total		13,127,232		$	52.46		6,282,363

(1)

Represents ~~6,305,625~~4,848,123 ordinary shares subject to outstanding stock option awards under the Plan, ~~2,973,032~~6,663,925 ordinary shares subject to outstanding RSU awards under the Plan, ~~825,614~~1,565,184 ordinary shares subject to outstanding PSU awards under the Plan (assuming the maximum performance level is achieved) and 50,000 ordinary shares subject to outstanding market-based RSU awards under the Plan as of December 31, ~~2018.~~2020.

(2)

Calculated exclusive of outstanding RSU awards.

(3)

Represents ~~11,104,771~~4,764,080 ordinary shares available under the Plan and ~~1,767,985~~1,518,283 ordinary shares available under the ESPP. The amount available under the ESPP includes ~~48,470~~78,037 shares that were subject to purchase during the purchase period ended December 31, ~~2018.~~2020. All of the ordinary shares available under the Plan may be granted in the form of options, share appreciation rights, share bonuses, restricted shares, share units, performance shares, phantom shares, dividend equivalents and other forms of awards available under the Plan. This table does not reflect the 4,910,000 additional shares that will be available under the Plan if shareholders approve the Plan proposal.

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PROPOSAL 3 — APPROVAL OF INCREASE TO AUTHORIZED SHARE CAPITAL

Exchangeable Notes described above and based on the terms of exchange set forth in the indentures governing the Exchangeable Notes (which also require us to reserve sufficient shares to satisfy potential adjustments to the initial exchange rate in the event of certain make-whole fundamental changes or tax redemption events), we have reserved a maximum of 107,146,627 ordinary shares for potential issuance upon exchange of the Exchangeable Notes.

As a result of these measures taken to address our urgent financing needs, our available ordinary shares have declined significantly, from 255,939,221 shares available (and unreserved) for issuance as of March 31, 2020 to 516,605 ordinary shares available (and unreserved) for issuance as of March 15, 2021. Accordingly, we no longer have sufficient ordinary shares available to meet our Company’s short- and long-term needs for equity capital. We are therefore asking our shareholders to approve an increase in the number of ordinary shares we are authorized to issue. We believe the availability of these additional ordinary shares is critical to giving us appropriate flexibility to take additional measures to bolster our Company’s liquidity, if necessary, in response to the continuing effects of COVID-19 and to plan for other future business needs, such as future equity financings, future opportunities for expanding our business through investments, acquisitions or potential strategic transactions, grants of equity incentive awards to employees and to attract and retain top management talent, share dividends, if appropriate and contractually permitted, including for the purpose of effecting share splits if determined appropriate in the future, and other general corporate purposes, all as may

be determined by our Board to be necessary and in the best interest of our Company.

Although there are no present plans, arrangements, commitments or understandings with respect to the issuance of any of the additional ordinary shares that would be authorized by this proposal, the newly authorized ordinary shares could be issued at such time and for such corporate purposes as our Board may deem advisable without further action by our shareholders, except as may be required by applicable law, regulations, NYSE rules or the rules of any other stock exchange or national securities association trading system on which our ordinary shares may be listed or traded. Subject to such shareholder approval requirements, our Board believes that the availability of these additional ordinary shares will provide our Company with the ability to issue ordinary shares in the future to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtaining shareholder approval for a particular issuance.

If shareholders do not approve this Proposal 3, we believe we will be severely limited in our ability to address our liquidity and operational needs as we continue to face unprecedented challenges resulting from the COVID-19 pandemic, and to advance our future strategic plans, including our ability to access the capital markets, complete other strategic transactions, attract, retain and motivate employees and pursue other business opportunities integral to our growth and success.

Effects on Existing Shareholders

As a general matter, the issuance of additional ordinary shares, including the additional shares that will be authorized if this proposal is approved, may dilute the equity ownership position of current holders of our ordinary shares.

In addition, other future issuances of ordinary shares could, under certain circumstances, be construed as having an anti-takeover effect (for example, by diluting the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction for the combination of our Company with another company). While we do not intend for the proposed increase in authorized share capital to deter or to prevent a change in control,

we could use the additional ordinary shares (as we could have used any of our previously authorized but unissued share capital) to hinder persons seeking to acquire or take control of our Company or to dilute the voting power of our outstanding ordinary shares. We are not aware of any efforts to obtain control of our Company and we have not made this proposal in response to any such efforts.

The additional authorized ordinary shares, if and when issued, would be part of the existing class of ordinary shares, and would have the same rights and privileges as the ordinary shares currently outstanding. The holders of our ordinary shares are not entitled to preemptive rights.

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PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN

General

Our Company’s long-term incentive compensation program is implemented under the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (or the “Plan”). The Plan emphasizes achievement of long-term performance and shareholder value creation.

On February 15, 2021, our Board approved amending and restating the Plan, subject to approval by our shareholders. At the Annual General Meeting, our shareholders will be asked to approve the following amendments set forth in the amended and restated Plan:

•

Increase in Aggregate Share Limit. The Plan currently limits the aggregate number of our ordinary shares that may be delivered pursuant to all awards granted under the Plan to 27,465,106 shares. The proposed amendments would increase this limit by an additional 4,910,000 shares so that the new aggregate share limit for the Plan would be 32,375,106 shares. The proposed amendments would also increase the limit on the number of shares that may be delivered pursuant to “incentive stock options” granted under the Plan by 4,910,000 shares for a new limit of 32,375,106 incentive stock options. For purposes of clarity, any shares that are delivered pursuant to incentive stock options also count against (and are not in addition to) the aggregate Plan share limit described above.

•

Removal of Limit on Certain Types of Awards; Section 162(m) of the Internal Revenue Code. The Tax Cut and Jobs Act of 2017 removed the performance-based compensation deductibility exception under Section 162(m) of the Code. Given this change to the tax code, the proposed amendments to the Plan would remove certain limits from the Plan on the maximum number of options, stock appreciation rights, restricted stock and restricted stock unit awards, and other awards that may be granted in any fiscal year to any one participant since those limits had previously been included to satisfy the requirements of Section 162(m). Furthermore, provisions of the Plan that provided flexibility to grant performance-based compensation satisfying the compensation deductibility exception under Section 162(m) of the Code have been removed from the proposed amendment since that deductibility exception is no longer applicable to any new award grant. Our Company may continue to grant performance-based

awards under the Plan; only the provisions related to the performance-based compensation exception of Section 162(m) have been removed since that exception no longer applies to new award grants.

•

Extension of Plan Term. The Plan is currently scheduled to expire on March 30, 2026. The proposed amendments provide for the term of the Plan to be extended until February 15, 2031, ten years from the date the proposed amended Plan was approved by our Board.

As of December 31, 2020, a total of 13,127,232 ordinary shares were then subject to outstanding awards granted under the Plan, and only 4,764,080 ordinary shares were then available for new award grants under the Plan (assuming that all outstanding performance-based awards are paid-out at the maximum performance level). The proposed amendments would increase the available shares under the Plan by 4,910,000 shares. Based solely on the closing price of the Company’s ordinary shares as reported by the New York Stock Exchange on March 2, 2021, the maximum aggregate market value of the additional 4,910,000 new shares that could be issued under the Plan is approximately $153.1 million.

Our Company believes that incentives and share-based awards focus employees on the objective of creating shareholder value and promoting the success of our Company, and that incentive compensation plans like the Plan are an important attraction, retention and motivation tool for participants in the Plan. Our Board believes that the number of shares currently available under the Plan does not give our Company sufficient authority and flexibility to adequately provide for future incentives. Our Board believes that the additional shares give our Company greater flexibility to structure future incentives and better attract, retain and award key employees.

Approval of this Plan proposal is not conditioned on approval of Proposal 3. However, we do not intend to issue additional equity awards under the Plan unless and until an increase to our authorized share capital is approved by our shareholders.

If shareholders do not approve this Plan proposal, the current share limits under the Plan will continue in effect and the Plan term will not be extended.

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PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN

delayed vesting or exercise is required, and to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards;

•

to cancel, modify, or waive our Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents;

•

subject to the other provisions of the Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award;

•

to determine the method of payment of any purchase price for an award or ordinary shares delivered under the Plan, as well as any tax-related items with respect to an award, which may be in the form of cash, check, or electronic funds transfer, by the delivery of already-owned ordinary shares or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law;

•

to modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where our Company or one of its subsidiaries operates or where one or more eligible participants reside or provide services;

•

to approve the form of any award agreements used under the Plan; and

•

to construe and interpret the Plan, make rules for the administration of the Plan, and make all other determinations necessary or advisable for the administration of the Plan.

No Repricing. In no case (except due to an adjustment to reflect a share split or other event referred to under “Adjustments” below, or any repricing that is approved by our shareholders) will the Administrator (1) amend an outstanding option or share appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for an option or share appreciation right with an exercise or base price that is less than the exercise or base price of the original award.

Eligibility. Persons eligible to receive awards under the Plan include officers or employees of our Company or any of its subsidiaries, directors of our Company, and

certain consultants and advisors to our Company or any of its subsidiaries. Currently, approximately 34,000 officers and employees of our Company and its subsidiaries (including all of our NEOs), and each of our Company’s eight non-employee directors, are considered eligible under the Plan.

Authorized Shares; Limits on Awards. The maximum number of ordinary shares that may be issued or transferred pursuant to awards under the Plan equals 27,465,106 shares. If shareholders approve this Plan proposal, the maximum number of ordinary shares that may be issued or transferred pursuant to awards under the Plan will be 32,375,106 shares, an increase of 4,910,000 additional shares.

The following other limit is also contained in the Plan:

•

The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the Plan is 27,465,106 shares. If shareholders approve this Plan proposal, this limit on incentive stock options granted under the Plan will be 32,375,106 shares, an increase of 4,910,000 additional shares.

Following are other rules under the Plan for counting shares against the applicable share limits of the Plan:

•

To the extent that an award is settled in cash or a form other than ordinary shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the share limit and will be available for subsequent awards under the Plan.

•

In the event that ordinary shares are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award will be counted against the share limits of the Plan. For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when our Company pays a dividend, and 100 shares are delivered in payment of those rights with respect to that dividend, 100 shares will be counted against the share limits of the Plan.

•

Shares that are subject to or underlie awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, are settled without the issuance of shares, or for any other reason are not paid or delivered in shares under the Plan will again be available for subsequent awards under the Plan.

•

Shares that are not issued or delivered as a result of the net settlement of an outstanding option or share appreciation right or are exchanged by a participant or withheld by our Company as full or partial payment in connection with any option

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PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN

substantially all of the business, shares or assets of our Company, awards then-outstanding under the Plan will not automatically become fully vested pursuant to the provisions of the Plan so long as such awards are assumed, substituted, exchanged for or otherwise continued. However, if awards then-outstanding under the Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested, subject to any exceptions that the Administrator may provide for in an applicable award agreement (such as for awards subject to performance-based vesting requirements). The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event or in connection with a termination of the award holder’s employment. For the treatment of outstanding equity awards held by the NEOs in connection with a termination of employment and/or a change in control of our Company, please see the “Potential Payments Upon Termination or Change in Control” above in this Proxy Statement.

Transfer Restrictions. Subject to certain exceptions contained in Section 5.7 of the Plan, awards under the Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient’s family members).

Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the shareholders.

Discretion to Accelerate. The Administrator has discretion to accelerate the vesting of any award under the Plan, in circumstances it determines to be appropriate.

No Limit on Other Authority. The Plan does not limit the authority of our Board or any committee to grant awards or authorize any other compensation, with or without reference to our Company’s ordinary shares, under any other plan or authority.

Termination of or Changes to the Plan.Our Board ~~has~~may amend or terminate the Plan at any time and in any manner. Shareholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by our Board. Unless terminated earlier by our Board and subject to any extension that may be approved by shareholders, the ~~Amended~~authority to grant new awards under the Plan will terminate on March 30, 2026. If shareholders approve this Plan proposal, the term of the Plan will be extended to February 15, 2031. Outstanding awards, as well as the Administrator’s authority with respect thereto, generally will continue following the expiration or termination of the Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any Plan amendment) materially and ~~Restated Bye-laws~~adversely affects the holder.

U.S. Federal Income Tax Consequences of Awards Under the Plan

The U.S. federal income tax consequences of the Plan under current federal law, which is subject to change, are summarized in ~~Appendix B,~~the following discussion of the general tax principles applicable to the Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A and 457A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.

With respect to nonqualified stock options, our Company is generally entitled to deduct, and the participant recognizes taxable income in, an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, our Company is generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.

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PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN

number of ordinary shares that were subject to outstanding restricted share and restricted share unit awards granted under the Plan, that were subject to outstanding options granted under the Plan, and that were then available for new award grants under the Plan as of December 31, 2020. For awards subject to performance-based vesting requirements, such as the PSUs (as described above under “Executive Compensation — Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation”),

the number of shares presented (1) is based on achieving the maximum level of performance, even though the actual share payout for these awards may be less than the maximum number below, and (2) for shares subject to awards for which no grant date has been established under FASB ASC Topic 718 due to the operation of the performance-based vesting requirements, such shares are reported in the year granted by our Board or Compensation Committee.

				As of December 31, 2020
	Shares subject to outstanding restricted share and restricted share unit awards (excluding performance-based and market based vesting awards)			6,663,925
	Shares subject to outstanding performance-based vesting restricted share and restricted share unit awards			1,565,184
	Shares subject to outstanding market-based vesting restricted share and restricted share unit awards			50,000
	Shares subject to outstanding options (excluding performance-based and market based vesting options)			4,525,207
	Shares subject to outstanding performance-based vesting options			114,583
	Shares subject to outstanding market-based vesting options			208,333
	Shares available for new award grants			4,764,080

As of December 31, 2020, our 4,848,123 outstanding options granted under the Plan had a weighted-average exercise price of $52.46, and a weighted-average remaining life of 4.42 years.

The weighted-average number of ordinary shares issued and outstanding in each of the last three fiscal years was 223,001,739 shares issued and outstanding in 2018; 214,929,977 shares issued and outstanding in 2019; and 254,728,932 shares issued and outstanding in 2020. The number of ordinary shares issued and outstanding as of December 31, 2020 was 315,636,032 shares.

“Burn rate” refers to the number of shares that are subject to awards that we grant over a particular period of time. The total number of ordinary shares subject to awards that our Company granted under the Plan in each of the last three fiscal years are as follows:

•

2,665,410 shares in 2018 (which was 1.2% of the weighted-average number of ordinary shares issued and outstanding in 2018), of which 1,613,077 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 843,998 shares were subject to performance-based vesting restricted share and restricted share unit awards, 0 shares were subject to market-based vesting restricted share and restricted share unit awards, 0 shares were subject to options (excluding performance-based and market-based vesting options), 208,335 shares were subject to performance-based vesting options, and 0 shares were subject to market-based vesting options;

•

2,391,777 shares in 2019 (which was 1.1% of the weighted-average number of ordinary shares issued and outstanding in 2019), of which 1,929,495 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 462,282 shares were subject to performance-based vesting restricted share and restricted share unit awards, 0 shares were subject to market-based vesting restricted share and restricted share unit awards, 0 shares were subject to options (excluding performance-based and market-based vesting options), 0 shares were subject to performance-based vesting options, and 0 shares were subject to market-based vesting options; and

•

6,325,721 shares in 2020 (which was 2.5% of the weighted-average number of ordinary shares issued and outstanding in 2020), of which 5,380,123 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 945,598 shares were subject to performance-based vesting restricted share and restricted share unit awards, 0 shares were subject to market-based vesting restricted share and restricted share unit awards, 0 shares were subject to options (excluding performance-based and market-based vesting options), 0 shares were subject to performance-based vesting options, and 0 shares were subject to market-based vesting options.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board assists the Board in performing its oversight responsibilities for our financial reporting process, audit process and internal controls as more fully described in the written charter of the Audit Committee. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of our consolidated financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon.

In the performance of its oversight function, the Audit Committee reviewed and discussed our audited consolidated financial statements for the year ended December 31, ~~2018~~2020 with management and with PricewaterhouseCoopers LLP. In addition, the Audit Committee discussed with PricewaterhouseCoopers LLP the matters required to be discussed by ~~Auditing Standard 1301, “Communications with Audit Committees,” as adopted by~~the applicable requirements of the Public Company Accounting Oversight Board and the SEC, which includes, among other items, matters related to the conduct of the audit of our financial statements. The Audit Committee has also received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence and considered whether the non-audit services provided by PricewaterhouseCoopers LLP are compatible with maintaining its independence.

Based on the review and discussions with management and PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2020 filed with the SEC.

Audit Committee of the Board of Directors

Chad A. Leat (Chair)
John W. Chidsey
Pamela A. Thomas-Graham

February ~~20, 2019~~22, 2021

The foregoing report of our Audit Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by our Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.

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ABOUT THE ANNUAL GENERAL MEETING AND VOTING

Who may vote?

Each ordinary share outstanding as of the close of business on ~~April 1, 2019~~March 2, 2021 (the “record date”) is entitled to one vote at our Annual General Meeting. At the close of business on ~~April 1, 2019, 215,386,773~~March 2, 2021, 317,265,312 of our ordinary shares were outstanding and entitled to vote. The ordinary shares are our only outstanding class of equity securities that are entitled to vote at the Annual General Meeting. Our bye-laws provide that no one person or group of related persons, may own, or be deemed to own, more than 4.9% of our ordinary shares, whether measured by vote, value or number, unless such ownership is approved by our Board (the “4.9% limit”). Any outstanding shares held in excess of the 4.9% limit will be transferred to and held in a trust. The trustee will be entitled to vote the excess shares on

behalf of the

beneficiary. See “Item 1 — Business — Taxation — U.S. Income Taxation — Exemption of International Shipping Income under Section 883 of the Code” in our ~~2018~~2020 Annual Report for further information.

At the Annual General Meeting, you may vote all of the ordinary shares owned by you as of the close of business on the record date. These ordinary shares include ordinary shares that are (1) held of record directly in your name and (2) held for you as the beneficial owner through a broker, bank, or other nominee. There are some distinctions between ordinary shares held of record and ordinary shares owned beneficially as described herein.

What do I do if I am a shareholder of record?

If your ordinary shares are registered directly in your name with our Company or our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the shareholder of record with respect to those ordinary shares, and the proxy materials were sent directly to you by us. If you previously requested to

receive printed proxy materials, we have sent a proxy card for you to use. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual General Meeting. See “How do I vote?” below.

What do I do if I am a beneficial owner?

If your ordinary shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of ordinary shares held in “street name,” and the proxy materials were forwarded to you by your broker, bank or other nominee. If you previously requested to receive printed proxy materials,

your broker, bank or other nominee

has sent a voting instruction form that you may use. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account, and you are also invited to attend the Annual General Meeting. See “How do I vote?” below.

What are the requirements to attend the Annual General Meeting?

You are invited to attend the Annual General Meeting if you are a shareholder of record or a beneficial owner as of the record date, or you hold a valid legal proxy for the Annual General Meeting. If you are a shareholder of record, you must present a government-issued photo identification, such as a valid driver’s license, and the name on your photo identification will be verified against the list of shareholders as of the record date for admission to the Annual General Meeting. If you hold your ordinary shares through a broker, bank or other nominee, you will need to provide proof of beneficial

ownership by bringing either a copy of the Notice

of Internet Availability or voting instruction form provided to you by your broker, bank or other nominee, a copy of your brokerage statement showing your ordinary share ownership as of the record date, or other similar evidence of ownership as of the record date, as well as a government-issued photo identification, such as a valid driver’s license. The name on your photo identification and your proof of ownership must match. If you hold a valid legal proxy to vote a shareholder’s ordinary shares at the Annual General Meeting, you will also be asked

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ABOUT THE ANNUAL GENERAL MEETING AND VOTING

Deadline for Voting

If you are a shareholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on ~~June 12, 2019~~May 19, 2021 in order for your ordinary shares to be voted at the Annual General Meeting.

However, if you are a shareholder of record and you

received a copy of the proxy materials by mail, you may instead mark, sign and date the proxy card you received

and return it in the accompanying prepaid and addressed envelope so that it is received by us before the Annual General Meeting in order for your ordinary shares to be

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ABOUT THE ANNUAL GENERAL MEETING AND VOTING

Can I revoke a proxy?

If you are a shareholder of record, you may revoke your proxy at any time before the Annual General Meeting by delivering a written notice of revocation to our General Counsel and Assistant Secretary at 7665 Corporate Center Drive, Miami, Florida 33126, prior to the Annual General Meeting, by submitting a later-dated proxy via the Internet, by telephone or by mail by the deadline specified on the Notice of Internet Availability or proxy card (only your latest proxy submitted prior to the Annual General Meeting will be counted), or by attending the Annual General Meeting and voting in person. If your shares are held in street name through a bank,

broker or other nominee, you may change any previous voting instructions by submitting new voting instructions to the bank, broker or nominee holding your shares by the deadline specified on the Notice of Internet Availability or voting instruction form or by attending the Annual General Meeting and voting in person if you have obtained a legal proxy from the bank, broker or nominee giving you the right to vote the shares at the Annual General Meeting. Attendance at the Annual General Meeting will not by itself constitute a revocation of any proxy or voting instructions.

~~2019 Proxy Statement /~~ 65

Who can help answer my questions?

~~TABLE OF CONTENTS~~If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

~~ABOUT THE ANNUAL GENERAL MEETING AND VOTING~~Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

Presentation of Financial Statements

In accordance with the Bermuda Companies Act 1981, as amended, and bye-law 7876 of our Company, our Company’s audited financial statements for the year ended December 31, ~~2018~~2020 will be presented at the

Annual General Meeting. Our Board has approved these statements. There is no requirement under Bermuda law that these statements be approved by shareholders, and no such approval will be sought at the meeting.

Terms Used in this Proxy Statement

Unless otherwise indicated or the context otherwise requires, references in this Proxy Statement to (i) “Apollo” refers to Apollo Global Management, LLC, its subsidiaries and the affiliated funds it manages, (ii) “TPG” refers to refers to certain affiliates of TPG Global, LLC, (iii) “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates, (iv) “Former Sponsors” refers to Apollo, TPG and Genting HK, (v) “Shareholders’ Agreement” refers to the amended and restated shareholders’ agreement between us and

~~the Former Sponsors, dated January 24, 2013, as amended from time to time, (vi)~~ “Prestige” refers to Prestige Cruises International S. de R.L. (formerly Prestige Cruises International, Inc.) and its consolidated subsidiaries, ~~(vii)~~(ii) “Acquisition” refers to our acquisition of Prestige in November 2014, ~~(viii)~~(iii) “Norwegian” refers to the Norwegian Cruise Line brand, ~~(ix)~~(iv) “Oceania Cruises” refers to the Oceania Cruises brand, ~~and (x)~~(v) and “Regent” refers to the Regent Seven Seas Cruises ~~brand.~~brand, (vi) “Annual Performance Incentive Adjusted NCC” means a non-GAAP metric calculated in the same manner as Adjusted Net Cruise Cost Excluding Fuel presented in the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K less the following: (a) costs related to advertising and promotions, (b) incremental costs associated with COVID-19 expenses that were not in the budget presented to our Compensation Committee when the metric was approved, (c) commissions and displacement charges associated with cancelled

voyages, (d) spoilage and inventory write-offs for voyages that may be cancelled after the date our Compensation Committee approved the metric, (e) costs associated with the resumption of voyages, (f) expenses related to financing activities included in general and administrative expense, (g) expenses related to retention incentives, (h) unscheduled drydock expenses that were not in the budget presented to our Compensation Committee when the metric was approved, (i) severance and termination expenses and (j) other one-time adjustments in the Compensation Committee’s discretion, (vii) “Adjusted ROIC” refers to an amount expressed as a percentage equal to (a) Adjusted EBITDA (as defined in our filings with the Securities and Exchange Commission) less Adjusted Depreciation and Amortization, divided by (b) the sum of total long-term debt and shareholders’ equity, averaged for four quarters. Adjusted ROIC results are adjusted for: (a) fuel rates, foreign exchange, any acquisitions and the financing impact of vessels ordered after the grant date, (b) the

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direct and indirect impacts of natural disasters, pandemics, abnormal ship mechanical issues due to manufacturer’s defect, strikes, government actions taken after the grant date, and other force majeure events, to the extent any of these categories impacts Adjusted EPS by 1% or more and (c) extraordinary items at our Compensation Committee’s discretion, (viii) “Adjusted Depreciation and Amortization” refers to depreciation and amortization adjusted to exclude the amortization of intangible assets related to our acquisition of Prestige, (ix) “Adjusted EPS” refers to the Adjusted EPS reported in our filings with the Securities and Exchange Commission. Adjusted EPS results are adjusted for:

(a) fuel rates, foreign exchange, any acquisitions and the financing impact of vessels ordered after the grant date, (b) the direct and indirect impacts of natural disasters, pandemics, abnormal ship mechanical issues due to manufacturer’s defect, strikes, government actions taken after the grant date, and other force majeure events, to the extent any of these categories impacts Adjusted EPS by 1% or more and (c) extraordinary items at our Compensation Committee’s discretion and (x) “EPS” refers to net income (loss) divided by the number of diluted weighted-average shares outstanding.

Cautionary Statement Concerning Forward-looking Statements and Website References

Some of the statements, estimates or projections contained in this Proxy Statement are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Proxy Statement, including, without limitation, those regarding the goals of our compensation program, ESG initiatives, business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our voluntary suspension, our ability to weather the impacts of the COVID-19 pandemic, our expectations regarding the resumption of cruise voyages and the timing for such resumption of cruise voyages, the implementation of and effectiveness of our health and safety protocols, operational position, demand for voyages, financing opportunities and extensions, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures) are forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the impact of: the spread of epidemics, pandemics and viral outbreaks and specifically, the COVID-19 pandemic, including its effect on the ability or

desire of people to travel (including on cruises), which are expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price; our ability to comply with the U.S. Centers for Disease Control and Prevention (“CDC”) Framework for Conditional Sailing Order and any additional or future regulatory restrictions on our operations and to otherwise develop enhanced health and safety protocols to adapt to the pandemic’s unique challenges once operations resume and to otherwise safely resume our operations when conditions allow; coordination and cooperation with the CDC, the federal government and global public health authorities to take precautions to protect the health, safety and security of guests, crew and the communities visited and the implementation of any such precautions; our ability to work with lenders and others or otherwise pursue options to defer, renegotiate or refinance our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; our future need for additional financing, which may not be available on favorable terms, or at all, and may be dilutive to existing shareholders; our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; the accuracy of any appraisals of our assets as a result of the impact of COVID-19 or otherwise; our success in reducing operating expenses and capital expenditures and the impact of any such reductions; our guests’ election to take cash refunds in lieu of future cruise credits or the continuation of any trends relating to such election; trends in, or changes to, future bookings and our ability to take future reservations

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and receive deposits related thereto; the unavailability of ports of call; future increases in the price of, or major changes or reduction in, commercial airline services; adverse events impacting the security of travel, such as terrorist acts, armed conflict and threats thereof, acts of piracy, and other international events; adverse incidents involving cruise ships; adverse general economic and related factors, such as fluctuating or increasing levels of unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; any further impairment of our trademarks, trade names or goodwill; breaches in data security or other disturbances to our information technology and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and increased costs associated with operating internationally; fluctuations in foreign currency exchange rates; overcapacity in key markets or globally; our expansion into and investments in new markets; our inability to obtain adequate insurance coverage; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; our inability

to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; our reliance on third parties to provide hotel management services for certain ships and certain other services; our inability to keep pace with developments in technology; changes involving the tax and environmental regulatory regimes in which we operate; and other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. The above examples are not exhaustive and new risks emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

References to our website throughout this Proxy Statement and the information contained therein or connected thereto are provided for convenience only and the content thereof is not incorporated into, and does not constitute a part of, this Proxy Statement.

Solicitation of Proxies

This Proxy Statement is furnished in connection with the solicitation of proxies by our Company on behalf of our Board. We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees will solicit proxies personally or by telephone or other electronic means. None of these employees will receive any additional or special compensation for assisting us in soliciting proxies.

In addition, we have ~~agreed~~ retained Innisfree M&A Incorporated

to ~~pay Georgeson LLC an estimated~~assist with the solicitation of proxies for a fee of ~~$15,000,~~$25,000 plus ~~expenses to assist us in soliciting proxies from banks, brokers, and other nominees.~~ an additional fee per call made or received by Innisfree M&A Incorporated, as well as reimbursement for out-of-pocket expenses.

We will, on request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners of our ordinary shares and obtaining their voting instructions.

Delivery of Documents to Shareholders Sharing an Address

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, shareholders of record who have the same address and last name and did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically will receive only one copy of this Proxy

Statement and the ~~2018~~2020 Annual Report, unless we are notified that one or more of these shareholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

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If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of this Proxy Statement and the ~~2018~~2020 Annual Report, or if you hold our ordinary shares in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the

Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717; or by telephone at 1-800-542-1061. If you participate in householding and wish to receive a separate copy of this Proxy Statement and the ~~2018~~2020 Annual Report, or if you do not wish to continue to

participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge Financial Solutions, Inc., as indicated above.

If your ordinary shares are held in street name through a broker, bank or other nominee, please contact your broker, bank or nominee directly if you have questions, require additional copies of this Proxy Statement or the ~~2018~~2020 Annual Report or wish to receive a single copy of such materials in the future for all beneficial owners of our ordinary shares sharing an address.

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~~ABOUT THE ANNUAL GENERAL MEETING AND VOTING~~

Annual Report on Form 10-K

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY STATEMENT, UPON THE ORAL OR WRITTEN REQUEST OF SUCH PERSON, A COPY OF OUR ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS BUT EXCLUDING THE EXHIBITS THERETO), AS FILED WITH THE SEC FOR OUR MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO:

YOU ARE URGED TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING AND VOTE IN PERSON. If you attend the Annual General Meeting and vote in person, your proxy will not be used.

INVESTOR RELATIONS
7665 CORPORATE CENTER DRIVE
MIAMI, FLORIDA 33126

OR BY TELEPHONE REQUEST TO
(305) 436-4000.

Important Information and Dates Related to the ~~2020~~2022 Annual General Meeting

In order for a shareholder proposal to be eligible for inclusion in our proxy statement under the rules of the SEC for next year’s ~~2020~~2022 annual general meeting of shareholders, the written proposal must be received by the General Counsel and Assistant Secretary of our Company at our offices no later than ~~December~~ , ~~2019~~2021 and must comply with the requirements of Rule 14a-8 of the Exchange Act. If we change the date of the ~~2020~~2022 annual general meeting of shareholders by more than 30 days from the anniversary of this year’s meeting, shareholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the ~~2020~~2022 annual general meeting of shareholders.

Our bye-laws provide that in order for a shareholder proposal to be presented at our ~~2020~~2022 annual general meeting of shareholders, including shareholder nominations for candidates for election as directors, written notice to the General Counsel and Assistant Secretary of our Company of such shareholder proposal or director nomination must be received at our executive

offices not earlier than the close of business on the ~~120~~th120th day and not later than the close of business on the 90th90th day prior to the first anniversary date of the preceding annual general meeting of shareholders. This requirement is independent of and in addition to the notice required under SEC rules for inclusion of a shareholder proposal in our proxy materials. As a result, shareholders who intend to present proposals or director

nominations at the ~~2020~~2022 annual general meeting of shareholders under these provisions must give written notice of the proposal to our General Counsel and Assistant Secretary no earlier than ~~February 14, 2020,~~January 20, 2022, and no later than ~~March 15, 2020.~~February 19, 2022. However, if the date of the ~~2020~~2022 annual general meeting of shareholders is a date that is more than 30 days before or more than 60 days after ~~June 13, 2020,~~May 20, 2022, the anniversary date of the ~~2019~~2021 Annual General Meeting, notice by a shareholder of a proposal must be received no earlier than the close of business on the ~~120~~th120th day prior to the date of the ~~2020~~2022 annual general meeting of shareholders and no later than the close of business on the later of the 90th90th day prior to the ~~2020~~2022 annual general meeting of

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shareholders, or if the first public announcement of the ~~2020~~2022 annual general meeting of the shareholders is less than 100 days prior to such meeting date, the 10th10th day after the public announcement of such date.

Our bye-laws require that a shareholder must provide certain information concerning the proposing person, the nominee and the proposal, as applicable. Nominations and proposals not meeting the requirements set forth in

our bye-laws will not be entertained at the ~~2020~~2022 annual general meeting of shareholders. Shareholders should contact our General Counsel and Assistant Secretary in writing at 7665 Corporate Center Drive, Miami, Florida 33126 to obtain additional information as to the proper form and content of shareholder nominations or proposals.

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APPENDIX A — ~~NON-GAAP FINANCIAL MEASURES AND~~
~~RECONCILIATIONS~~MEMORANDUM OF INCREASE OF AUTHORIZED SHARE CAPITAL

~~Non-GAAP Definitions~~

~~Adjusted EPS. Net income, adjusted for supplemental adjustments, divided by the number of diluted weighted-average shares outstanding.~~

~~Adjusted EBITDA. Earnings before interest, taxes, and depreciation and amortization, adjusted for other income (expense), net and other supplemental adjustments.~~

Adjusted ROIC. Adjusted EBITDA less depreciation and amortization, adjusted to exclude amortization of intangible assets related to the Acquisition of Prestige, divided by debt and shareholders’ equity, averaged for four quarters.

~~Net Yield. Total revenue less commissions, transportation and other expense and onboard and other expense per Capacity Day.~~

~~Non-GAAP Financial Information~~

~~We use certain non-GAAP financial measures, such as Adjusted EPS, Adjusted EBITDA, Adjusted ROIC and Net Yield to enable us to analyze our performance.~~

We utilize Net Yield to manage our business on a day-to-day basis and believe that it is one of the most relevant measures of our revenue performance because it reflects the revenue earned by us net of significant variable costs.

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance. We also believe that Adjusted EBITDA is a useful measure in determining our performance as it reflects certain operating drivers of our business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or comparable to net income, as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

Adjusted EPS is a non-GAAP financial measure that excludes certain amounts and is used to supplement GAAP EPS. We use Adjusted EPS as a key performance measure of our earnings performance. We believe that both management and investors benefit from referring to Adjusted EPS in assessing our performance and when planning, forecasting and analyzing future periods. Adjusted EPS also facilitates management’s internal comparison to our historical performance. Our management believes the presentation of Adjusted ROIC provides a useful performance metric to both management and investors for evaluating our effective use of capital. In addition, management uses both Adjusted EPS and Adjusted ROIC as performance measures for our incentive compensation.

The amounts excluded in the presentation of these non-GAAP financial measures may vary from period to period; accordingly, our presentation of Adjusted EPS, Adjusted EBITDA and Adjusted ROIC may not be indicative of future adjustments or results.

You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons we consider our non-GAAP financial measures appropriate for supplemental analysis. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our presentation. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of our non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our non-GAAP financial measures may not be comparable to other companies. [MISSING IMAGE: tm217574d2-pg_formbwlr.jpg]

[MISSING IMAGE: tm217574d2-pg_formbwlr.jpg]

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~~APPENDIX A — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS~~

~~NON-GAAP RECONCILIATIONS (UNAUDITED)~~

~~Adjusted EPS was calculated as follows (in thousands, except share and per share data):~~

Year Ended December 31,
2018 2017
Net income $ 954,843 $ 759,872
Non-GAAP Adjustments:

Non-cash deferred compensation expenses(1)
3,453 3,292

Non-cash share-based compensation expenses(2)
115,983 87,039

Secondary equity offering expenses(3)
883 949

Severance payments and other fees(4)
— 2,912

Acquisition of Prestige expenses(5)
— 500

Amortization of intangible assets(6)
24,890 30,273

Extinguishment of debt(7)
6,346 23,859

Impairment on assets held for sale(8)
— 2,935

Tax benefit(9)
— (7,802)

Other(10)
(1,412) 3,886
Adjusted Net Income $ 1,104,986 $ 907,715
Diluted weighted-average shares outstanding 224,419,205 229,418,326
Diluted earnings per share $ 4.25 $ 3.31
Adjusted EPS $ 4.92 $ 3.96

~~(1)~~

~~Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.~~

~~(2)~~

~~Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.~~

~~(3)~~

~~Expenses related to secondary equity offerings, which are included in marketing, general and administrative expense.~~

~~(4)~~

~~Severance payments and other fees related to restructuring costs and other severance arrangements are included in marketing, general and administrative expense.~~

~~(5)~~

~~Acquisition of Prestige expenses are included in marketing, general and administrative expense.~~

~~(6)~~

~~Amortization of intangible assets related to the Acquisition of Prestige, which are included in depreciation and amortization expense.~~

~~(7)~~

~~Losses on extinguishments of debt are included in interest expense, net, and legal expenses related to the extinguishments are included in marketing, general and administrative expense.~~

~~(8)~~

~~Impairment charge related to Hawaii land-based operations, which is included in depreciation and amortization expense.~~

~~(9)~~

~~Tax benefits primarily due to reversal of tax contingency reserves in 2017.~~

~~(10)~~

~~Other primarily related to expenses and reimbursements for certain legal costs included in marketing, general and administrative expense.~~

~~2019 Proxy Statement /~~ ~~A-2~~

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~~APPENDIX A — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS~~

~~Adjusted EBITDA was calculated as follows (in thousands):~~

Year Ended
December 31, 2018
Net income $ 954,843
Interest expense, net 270,404
Income tax expense 14,467
Depreciation and amortization expense 561,060
EBITDA 1,800,774
Other (income) expense, net(1) (20,653)
Non-GAAP Adjustments:

Non-cash deferred compensation expenses(2)
2,167

Non-cash share-based compensation expenses(3)
115,983

Secondary equity offering expenses(4)
883

Other(5)
(1,412)
Adjusted EBITDA $ 1,897,742

~~(1)~~

~~Primarily consists of gains and losses, net for foreign currency exchanges.~~

~~(2)~~

~~Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.~~

~~(3)~~

~~Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.~~

~~(4)~~

~~Expenses related to secondary equity offerings, which are included in marketing, general and administrative expense.~~

~~(5)~~

~~Other primarily related to expenses and reimbursements for certain legal costs included in marketing, general and administrative expense.~~

~~Adjusted ROIC was calculated as follows (in thousands):~~

Year Ended
December 31, 2018
Adjusted EBITDA(1) $ 1,897,742
Less: Adjusted depreciation and amortization(2) 536,170
Total 1,361,572
Total long-term debt plus shareholders’ equity(3) 12,428,918
Adjusted ROIC 11.0%

~~(1)~~

~~See the reconciliation of net income to Adjusted EBITDA presented above.~~

~~(2)~~

~~Depreciation and amortization, adjusted to exclude amortization of intangible assets related to the Acquisition of Prestige.~~

~~(3)~~

~~Calculation consists of a four-quarter average of long-term debt and shareholders’ equity.~~

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~~APPENDIX A — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS~~

~~Net Yield was calculated as follows (in thousands, except Capacity Days and Yield data):~~

Year Ended
December 31, 2018
Passenger ticket revenue $ 4,259,815
Onboard and other revenue 1,795,311
Total revenue 6,055,126
Less:
Commissions, transportation and other expense 998,948
Onboard and other expense 348,656
Net Revenue 4,707,522
Capacity Days 18,841,678
Gross Yield $ 321.37
Net Yield $ 249.85

~~2019 Proxy Statement /~~ ~~A-4~~

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~~APPENDIX B —~~ ~~PROPOSED AMENDED AND RESTATED~~
~~BYE-LAWS~~

~~AMENDED AND RESTATED~~
~~BYE-LAWS~~
OF
~~Norwegian Cruise Line Holdings Ltd.~~

~~(Effective~~ ~~May 20, 2015[________ ___, 2019]~~)

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APPENDIX B — ~~PROPOSED~~ AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

NORWEGIAN CRUISE LINE HOLDINGS LTD.
AMENDED AND RESTATED ~~BYE-LAWS~~2013 PERFORMANCE INCENTIVE PLAN

(Effective [ ], 2021)

1.

PURPOSE OF PLAN

The purpose of this Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan (this “Plan”) of Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), is to promote the success of the Company and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons.

2.

ELIGIBILITY

The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its Subsidiaries; (b) a director of the Company or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Company or the Company’s compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any Company or other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company; and “Board” means the Board of Directors of the Company.

3.

PLAN ADMINISTRATION

3.1

The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate the officers and employees of the Company and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

3.2

Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a)

determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan;

~~Table of Contents~~

				~~Page~~
	1. ~~Definitions and Interpretation~~			~~B-5~~
	2. ~~Power to Issue Shares~~			~~B-8~~
	3. ~~Power of the Company to Purchase its Shares~~			~~B-8~~
	4. ~~Rights Attaching to Shares~~			~~B-8~~
	5. ~~Prohibition on Financial Assistance~~			~~B-9~~
	6. ~~Share Certificates~~			~~B-9~~
	7. ~~Fractional Shares~~			~~B-9~~
	8. ~~Register of Shareholders~~			~~B-10~~
	9. ~~Registered Holder Absolute Owner~~			~~B-10~~
	~~10.~~ ~~Transfer of Registered Shares~~			~~B-10~~
	~~11.~~ ~~Restrictions on Transfer~~			~~B-11~~
	~~12.~~ ~~Excess Shares~~			~~B-13~~
	~~13.~~ ~~Transmission of Registered Shares~~			~~B-15~~
	~~14.~~ ~~Power to Alter Capital~~			~~B-16~~
	~~15.~~ ~~Variation of Rights Attaching to Shares~~			~~B-16~~
	~~16.~~ ~~Dividends~~			~~B-17~~
	~~17.~~ ~~Power to Set Aside Profits~~			~~B-17~~
	~~18.~~ ~~Method of Payment~~			~~B-17~~
	~~19.~~ ~~Capitalisation~~			~~B-17~~
	~~20.~~ ~~Annual General Meetings~~			~~B-17~~
	~~21.~~ ~~Special General Meetings~~			~~B-18~~
	~~22.~~ ~~Requisitioned General Meetings~~			~~B-18~~
	~~23.~~ ~~Notice~~			~~B-18~~
	~~24.~~ ~~Giving Notice and Access~~			~~B-18~~
	~~25.~~ ~~Postponement or Cancellation of General Meeting~~			~~B-19~~
	~~26.~~ ~~Order of Business~~			~~B-19~~
	~~27.~~ ~~Advance Notice of Shareholder Business and Nominations~~			~~B-20~~
	~~28.~~ ~~Submission of Questionnaire; Representation and Agreement~~			~~B-23~~
	~~29.~~ ~~Existing Holders~~			~~B-23~~
	2930. ~~Electronic Participation and Security at Meetings~~			~~B-23~~
	301. ~~Quorum at General Meetings~~			~~B-23~~
	312. ~~Chairman of General Meetings~~			~~B-24~~
	323. ~~Voting on Resolutions~~			~~B-24~~
	334. ~~Power to Demand a Vote on a Poll~~			~~B-24~~
	345. ~~Voting by Joint Holders of Shares~~			~~B-25~~

~~2019~~ 2021 Proxy Statement / ~~B-2~~B-1

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~

				~~Page~~
	356. ~~Instrument of Proxy~~			~~B-25~~
	367. ~~Representation of Corporate Shareholder~~			~~B-26~~
	378. ~~Adjournment of General Meeting~~			~~B-26~~
	389. ~~Written Resolutions~~			~~B-26~~
	3940. ~~Directors Attendance at General Meetings~~			~~B-27~~
	401. ~~Election of Directors~~			~~B-27~~
	412. ~~No Share Qualification~~			~~B-27~~
	423. ~~Term of Office of Directors~~			~~B-27~~
	434. ~~Removal of Directors~~			~~B-28~~
	445. ~~Vacancy in the Office of Director~~			~~B-28~~
	456. ~~Directors to Manage Business~~			~~B-28~~
	467. ~~Powers of the Board of Directors~~			~~B-29~~
	478. ~~Fees, Gratuities And Pensions~~			~~B-29~~
	489. ~~Register of Directors and Officers~~			~~B-30~~
	4950. ~~Appointment of Officers~~			~~B-30~~
	501. ~~Appointment of the Observers~~			~~B-30~~
	512. ~~Appointment of Secretary and Resident Representative~~			~~B-30~~
	523. ~~Duties of Officers~~			~~B-30~~
	534. ~~Duties of the Secretary~~			~~B-30~~
	545. ~~Remuneration of Officers~~			~~B-30~~
	556. ~~Conflicts of Interest~~			~~B-31~~
	567. ~~Indemnification and Exculpation of Directors and Officers~~			~~B-31~~
	~~58.~~ ~~Business Opportunities of the Company~~			~~B-32~~
	579. ~~Board Meetings~~			~~B-33~~
	6058. ~~Notice of Board Meetings~~			~~B-33~~
	6591. ~~Electronic Participation in Meetings~~			~~B-33~~
	602. ~~Quorum at Board Meetings~~			~~B-33~~
	613. ~~Board to Continue in the Event of Vacancy~~			~~B-33~~
	624. ~~Chairman to Preside~~			~~B-33~~
	635. ~~Written Resolutions~~			~~B-34~~
	646. ~~Validity of Prior Acts of the Board~~			~~B-34~~
	657. ~~Minutes~~			~~B-34~~
	668. ~~Place Where Corporate Records Kept~~			~~B-34~~
	679. ~~Form and Use of Seal~~			~~B-34~~
	6870. ~~Books of Account~~			~~B-34~~
	6971. ~~Financial Year End~~			~~B-35~~
	702. ~~Annual Audit~~			~~B-35~~

~~B-3~~ /

~~TABLE OF CONTENTS~~

~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~2019 Proxy Statement /~~ ~~B-4~~

~~TABLE OF CONTENTS~~

~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~
AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

~~INTERPRETATION~~

1.(b)

~~Definitions~~grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and ~~Interpretation~~the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, determine the circumstances in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such adjustment, and establish the events of termination or reversion of such awards;

(c)

approve the forms of award agreements (which need not be identical either as to type of award or among participants);

(d)

construe and interpret this Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and participants under this Plan, make any and all determinations under this Plan and any such agreements, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

(e)

cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

(f)

accelerate, waive or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or share appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

(g)

adjust the number of Ordinary Shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no repricing provision below);

(h)

determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);

(i)

determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7;

(j)

acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, shares of equivalent value, or other consideration (subject to the no repricing provision below); and

(k)

determine the fair market value of the Ordinary Shares or awards under this Plan from time to time and/or the manner in which such value will be determined.

Notwithstanding the foregoing and except for an adjustment pursuant to Section 7.1 or a repricing approved by shareholders, in no case may the Administrator (1) amend an outstanding option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award.

~~1.1~~3.3

~~In these Bye-laws,~~Binding Determinations. Any determination or other action taken by, or inaction of, the ~~following words~~Company, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and ~~expressions~~within its authority hereunder or under applicable law shall ~~where not inconsistent~~be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the ~~context, have~~Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the ~~following meanings, respectively:~~fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

	~~Act~~			~~the Companies Act 1981 as amended from time to time;~~
	~~Auditor~~			~~includes an individual or partnership;~~
	~~Bermuda~~			~~the Islands of Bermuda;~~
	~~Beneficial Ownership~~			ownership of Shares by a Person who would be treated as the owner of such Shares directly, indirectly or constructively, as determined for purposes of Section 883(c)(3) of the Code and the regulations promulgated thereunder, and shall include any Shares Beneficially Owned by any other Person who is a “related person” with respect to such Person through the application of Section 267(b) of the Code, as modified in any way for the purposes of Section 883(c)(3) of the Code and the regulations promulgated thereunder. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have correlative meanings;
	~~Board~~			~~the board of directors appointed or elected pursuant to these Bye-laws~~ ~~and the Shareholders’ Agreement~~ ~~and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;~~
	~~Business Day~~			~~means any day that is not a Saturday, Sunday or other day on which commercial banks in Bermuda or New York are authorized or required by law to close;~~
	~~Bye-laws~~			~~these Amended and Restated bye-laws adopted by the Company on~~ ~~January 24, 2013[____________, 2019], in their present form or as from time to time amended;~~
	~~CEO Observer~~			~~has the meaning set forth in~~ ~~Bye-law 5~~01;
	~~Charitable Beneficiary~~			an organization organized and operated exclusively for religious, charitable, scientific, literary, educational or similar purposes that is a “qualified shareholder” as defined in U.S. Treasury Regulation Section 1.883-4(b), selected by the Excess Share Trustee;
	~~Code~~			~~the United States Internal Revenue Code of 1986, as amended from time to time;~~
	~~Company~~			~~the company incorporated in Bermuda under the name of Norwegian Cruise Line Holdings Ltd. on the 21~~st ~~day of February, 2011, for which these Bye-laws are approved and confirmed;~~
	~~Director~~			~~a director of the Company;~~
	~~Excess Shares~~			~~Shares resulting from an event described in~~ ~~Bye-law 11.2~~;
	~~Excess Share Trust~~			~~a trust created pursuant to~~ ~~Bye-law 12~~;
	~~Excess Share Trustee~~			~~a Person, who shall be unaffiliated with the Company, any Purported Beneficial Transferee and any Purported Record Transferee, appointed by the Board as the trustee of the Excess Share Trust;~~
	~~Existing Holders~~			(i) AAA Guarantor Co-Invest VI (B), L.P.; (ii) AIF VI NCL (AIV), L.P.; (iii) AIF VI NCL (AIV I), L.P.; (iv) AIF VI NCL (AIV II), L.P.; (v) AIF VI NCL (AIV III), L.P.; (vi) AIF VI NCL (AIV IV), L.P.; (vii) Apollo Overseas Partners (Delaware) VI, L.P.; (viii) Apollo Overseas Partners (Delaware 892) VI, L.P.; (ix) Apollo Overseas Partners VI, L.P.; (x) Apollo Overseas Partners (Germany) VI, L.P.; (xi) TPG Viking, L.P.; (xii) TPG Viking AIV I, L.P.; (xiii) TPG Viking AIV II, L.P.; (xiv) TPG Viking AIV III, L.P.; (xv) Star NCLC Holdings Ltd; (xvi) Genting Hong Kong Limited; and (xvii) any Permitted Transferee of such Persons;
	~~GHK Trigger Event~~			~~has the meaning set forth in~~ ~~Bye-law 1.5~~;
	~~indemnitee~~			~~has the meaning set forth in~~ ~~Bye-law 56~~7.2;
	~~Investor Trigger Event~~			~~has the meaning set forth in~~ ~~Bye-law 1.5~~;
	~~Market Price~~			the average of the daily closing prices for any class of Shares for the five (5) consecutive trading days ending on such date, or if such date is not a trading date, the five consecutive trading days preceding such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to any class of Shares listed or admitted to trading on the principal national securities exchange on which such class of Shares are listed or admitted to trading, or if such class of Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or if not so quoted, the average of the high bid and low asked prices in the over the counter market, as reported by ~~NASDAQ~~ ~~the NYSE~~ ~~or such other system then in use, or if such class of~~

~~B-5~~B-2 / [MISSING IMAGE: lg_norwegian.jpg]

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

				Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such class of Shares selected by the Board;
	~~NYSE~~			~~The New York Stock Exchange;~~
	~~notice~~			~~written notice as further provided in these Bye-laws unless otherwise specifically stated;~~
	~~Officer~~			~~any person appointed by the Board to hold an office in the Company;~~
	~~Ordinary Shares~~			~~ordinary shares of the Company, par value USD.001 per share;~~
	~~Ownership Limit~~			~~shall mean,~~ ~~in the case of a Person other than an Existing Holder,~~ ~~Beneficial Ownership of more than four and nine tenths percent (4.9%), by value, vote or number, of any class of Shares. The Ownership Limit shall not apply to any~~ ~~Existing Holder or to any~~ ~~class of Shares exempted in accordance with the provisions of~~ ~~Bye-law 11.8. The value of the outstanding Shares shall be determined by the Board in good faith, which determination shall be exclusive for all purposes hereof;~~
	~~Permitted Transfer~~			a Transfer by an Existing Holder to any Person which does not result in the Company losing its exemption from taxation on gross income derived from the international operation of a ship or ships within the meaning of Section 883 of the Code. Any such transferee is herein referred to as a “Permitted Transferee;”
	~~person~~			shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, a limited liability partnership, an investment fund, a limited liability company, a company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof;
	~~Person~~			~~means, for the purposes of~~ ~~Bye-laws 11 - 12, a person as defined by Section 7701(a) of the Code;~~
	~~Preference Shares~~			~~preference shares of the Company, par value USD.001 per share;~~
	~~Purported Beneficial Holder~~			with respect to any event (other than a purported Transfer, but including holding Shares in excess of the Ownership Limitation on the Section 883 Adoption Date) which results in Excess Shares, the Person for whom the Purported Record Holder held Shares that, pursuant to ~~Bye-law 11.2, became Excess Shares upon the occurrence of such event;~~
	~~Purported Beneficial Transferee~~			with respect to any purported Transfer which results in Excess Shares, the purported beneficial transferee for whom the Purported Record Transferee would have acquired Shares if such Transfer had been valid under ~~Bye-law 11.1~~;
	~~Purported Record Holder~~			with respect to any event (other than a purported Transfer, but including holding Shares in excess of the Ownership Limitation on the Amendment Date) which results in Excess Shares, the record holder of the Shares that, pursuant to ~~Bye-law 11.2, became Excess Shares upon the occurrence of such event;~~
	~~Purported Record Transferee~~			~~with respect to any purported Transfer which results in Excess Shares, the record holder of the Shares if such Transfer had been valid under~~ ~~Bye-law 11.1~~;
	~~Register of Directors and Officers~~			~~the register of directors and officers referred to in these Bye-laws;~~
	~~Register of Shareholders~~			~~the register of members;~~
	~~Registered Office~~			~~shall~~ ~~initially~~ be ~~Cumberland House, 9~~th ~~floor, 1 Victoria StreetWalkers Corporate (Bermuda) Limited, Park Place, 3~~rd ~~Floor, 55 Par-la-Ville Road, Hamilton HM 11, Bermuda, or at such other place in Bermuda as the Board shall from time to time appoint;~~
	~~Resident Representative~~			~~any person appointed to act as resident representative and includes any deputy or assistant resident representative;~~
	~~Resolution~~			a resolution of the Shareholders holding a majority of the then-outstanding shares of the Company or, where required by Applicable Law, of a separate class or separate classes of Shareholders, adopted either in an annual general meeting or special general meeting or by written resolution, in accordance with the provisions of these Bye-laws;
	~~Restriction Termination Date~~			~~such date as may be determined by the Board in its sole discretion (and for any reason) as the date on which the ownership and transfer restrictions set forth in~~ ~~Bye-law 11~~ ~~and~~ ~~Bye-law 12~~ ~~should cease to apply;~~
	~~Secretary~~			the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

3.4

Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.

3.5

Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.

4.

SHARES SUBJECT TO THE PLAN; SHARE LIMITS

4.1

Shares Available. Subject to the provisions of Section 7.1, the shares that may be delivered under this Plan shall be shares of the Company’s authorized but unissued ordinary shares and any ordinary shares held as treasury shares. For purposes of this Plan, “Ordinary Shares” shall mean the ordinary shares of the Company and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.

4.2

Share Limits. The maximum number of Ordinary Shares that may be delivered pursuant to awards granted to Eligible Persons under this Plan is 32,375,106 shares (the “Share Limit”).

The following limit also applies with respect to awards granted under this Plan:

(a)

The maximum number of Ordinary Shares that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 32,375,106 shares.

Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.

4.3

Awards Settled in Cash, Reissue of Awards and Shares. To the extent that an award granted under this Plan is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. In the event that Ordinary Shares are delivered in respect of a dividend equivalent right granted under this Plan, the actual number of shares delivered with respect to the award shall be counted against the share limits of this Plan (including, for purposes of clarity, the limits of Section 4.2 of this Plan). (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Company pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against the share limits of this Plan). Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall again be available for subsequent awards under this Plan. Shares that are not issued or delivered as a result of the net settlement of any option or share appreciation right under this Plan, shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any option or share appreciation right under this Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any option or share appreciation right under this Plan, as well as any Ordinary Shares repurchased with the proceeds of any option exercise price shall not be available for subsequent awards under this Plan. To the extent that Ordinary Shares are delivered pursuant to the exercise of a share appreciation right or option granted under this Plan, the number of underlying shares as to which the exercise related shall be counted against the applicable share limits under Section 4.2, as opposed to only counting the shares issued. (For purposes of clarity, if a share appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under Section 4.2 with respect to such exercise.) Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award under this Plan other than any option or share appreciation right, as well as any shares exchanged by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award under this Plan other than any option or share appreciation right, shall be available for subsequent awards under this Plan. Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards.

4.4

Reservation of Shares; No Fractional Shares; Minimum Issue. The Company shall at all times reserve a number of Ordinary Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No fractional shares shall be delivered under

~~2019~~2021 Proxy Statement / ~~B-6~~B-3

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~
AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

	~~Section 883 Adoption Date~~			~~January 24, 2013;~~
	~~Shareholder~~			~~the person registered in the Register of Shareholders as the holder~~ this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. No fewer than 100 shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Shareholders as one of such joint holders or all of such persons, as the context so requires;
	~~Shareholders’ Agreement~~			~~has meaning set forth in~~ ~~Bye-law 1.5~~;
	~~Shares~~			~~means, for the purposes of~~ ~~Bye-laws 11 - 12, shares of the Company of any class or classes traded on an established securities market (including~~ ~~NASDAQthe NYSE) as~~ may ~~be authorized and issued from time to time pursuant to~~ ~~Bye-law 2~~;
	~~TPG Observer~~			~~has meaning set forth in the Shareholders’ Agreement;~~
	~~Transfer~~			means, any sale, transfer, gift, hypothecation, pledge, assignment, devise or other disposition of Shares (including (i) the granting of any option or interest similar to an option (including an option to acquire an option or any series of such options) or entering into any agreement for the sale, transfer or other disposition of Shares or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Shares), whether voluntary or involuntary, whether of record, constructively or beneficially and whether by operation of law or otherwise. For purposes of this definition as it relates to ~~Bye-laws 11 - 12, whether securities or rights are convertible or exchangeable for Shares shall be determined in accordance with Sections 267(b) and 883 of the Code;~~
	~~Treasury Share~~			~~a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.~~

~~1.2~~

~~In these Bye-laws, where not inconsistent with the context:~~

~~(a)~~

~~words denoting the plural number include the singular number and vice versa;~~

~~(b)~~

~~words denoting the masculine gender include the feminine and neuter genders;~~

~~(c)~~

~~the words:~~

~~(i)~~

~~“may” shall~~ be ~~construed as permissive; and~~

~~(ii)~~

~~“shall” shall be construed as imperative; and~~

~~(d)~~

~~unless otherwise provided herein, words or expressions defined~~purchased on exercise of any award (or, in the ~~Act shall bear the same meaning in these Bye-laws.~~

~~1.3~~

~~In these Bye-laws expressions referring to writing~~case of share appreciation or ~~its cognates shall,~~purchase rights, no fewer than 100 rights may be exercised at any one time) unless the ~~contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.~~total number purchased or exercised is the total number at the time available for purchase or exercise under the award.

~~1.4~~5.

~~Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.~~AWARDS

~~1.5~~5.1

Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its Subsidiaries. The types of awards that may be granted under this Plan are (subject, in each case, to the no repricing provisions of ~~these Bye-laws, including all rights and authority conferred~~Section 3.2):

5.1.1 Options. An option is the grant of a right to purchase a specified number of Ordinary Shares during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of an Ordinary Share on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by ~~these Bye-Laws are, whether or not specifically stated herein,~~the Administrator consistent with Section 5.5.

5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of shares with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Ordinary Shares subject to ~~the terms~~ISOs under this Plan and shares subject to ISOs under all other plans of the ~~Amended~~Company or one of its Subsidiaries (or any parent or predecessor Company to the extent required by and ~~Restated Shareholders’ Agreement dated~~within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified options. In reducing the number of ~~January 24, 2013 (as amended, supplemented, modified~~options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Company or ~~otherwise restated~~one of its subsidiary corporations (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Company and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the “Shareholders’ Agreement”), by and among the Company, AAA Guarantor Co-Invest VI (B), L.P., AIF VI NCL (AIV), L.P., AIF VI NCL (AIV I), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P. Apollo Overseas Partners (Germany) VI, L.P., TPG Viking L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P., TPG Viking AIV III, L.P., Star NCLC Holdings Ltd., Genting Hong Kong Limited and the other Shareholdersoption be an “incentive stock option” as that term is defined in Section 422 of the ~~Company from~~Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to ~~time party thereto, attached hereto at~~ ~~Schedule I~~.

~~1.6~~

~~Until such time as the provisions~~own under Section 424(d) of the ~~Shareholders’ Agreement shall terminate, (i) the provisions~~Code) outstanding Ordinary Shares possessing more than 10% of the Shareholders’ Agreement are incorporated by reference herein and (ii) in any and all cases, including in the event of any inconsistency between the express terms hereof and the terms of the Shareholders’ Agreement, the terms of the Shareholders’ Agreement shall prevail and the Board and the Shareholders shall take such action as may be necessary to amend the Bye-laws in order to reflect the applicable provisions of the Shareholders’ Agreement.

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~1.7~~

~~Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Shareholders’ Agreement.~~

~~SHARES~~

~~2. Power to Issue Shares~~

~~2.1~~

Subject to these Bye-laws and to any Resolution to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have thetotal combined voting power ~~to issue any unissued shares on such terms and conditions as it may determine.~~

~~2.2~~

~~Subject to the GHK Consent Rights and the GHK Notice and Consultation Rights provided in the Shareholders’ Agreement, t~~T~~he Board is expressly authorised (and the Board is hereby authorised to exercise such power from time to time without a Resolution) to provide, by way of resolution of the Board, for the issuance~~ of all or any Preference Shares in one or more series, to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding) and to fix for each such series such voting powers, full or limited, or no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Ordinary Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares) including, without limitation, the authority to provide that any such series may be (a) subject to redemption at such time or times (including at a determinable date or at the option of the Company or the holder) and at such price or prices; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; or (d) convertible into, or exchangeable for, shares of any other class or classes of shares, or of any other series of the same or any other class or classes of shares of the Company, unless the exercise price of such option is at least 110% of the fair market value of the shares subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.

5.1.3 Share Appreciation Rights. A share appreciation right or “SAR” is a right to receive a payment, in cash and/or Ordinary Shares, equal to the excess of the fair market value of a specified number of Ordinary Shares on the date the SAR is exercised over the “base price” of the award, which base price ~~or prices or at such rates~~shall be set forth in the applicable award agreement and shall be not less than 100% of ~~exchange and with such adjustments, all as~~the fair market value of an Ordinary Share on the date of grant of the SAR. The maximum term of a SAR shall be ten (10) years.

5.1.4 Other Awards; Dividend Equivalent Rights. The other types of awards that may be ~~stated in such resolution~~granted under this Plan include: (a) share bonuses, restricted shares, performance shares, share units, phantom shares, or ~~resolutions of the Board.~~

3.

~~Power of the Company to Purchase its Shares~~

~~3.1~~

~~The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.~~

~~3.2~~

~~The Board may exercise all the powers of the Company~~similar rights to purchase or acquire ~~all~~shares, whether at a fixed or ~~any part of its own shares in accordance with~~variable price (or no price) or fixed or variable ratio related to the ~~Act.~~

~~4. Rights Attaching to Shares~~

~~4.1~~

~~At the date these Bye-laws are adopted, the authorised share capital of the Company is divided into two classes: (i) 490,000,000~~ Ordinary Shares, and ~~(ii) 10,000,000 Preference Shares.~~

~~4.2~~

~~The holders~~any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities with a value derived from the value of or related to the Ordinary Shares ~~shall, subject to these Bye-laws (including, without limitation, the~~and/or returns thereon; or (c) cash awards. Dividend equivalent rights ~~attaching to any Preference Shares):~~

~~(a)~~

~~be entitled to one vote per share;~~

~~(b)~~

~~be entitled to such dividends as the Board may from time to time declare;~~

~~(c)~~

in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

~~(d)~~

~~generally be entitled to enjoy all of the rights attaching to shares.~~

~~4.3~~

Any Preference Shares of any series which have been redeemed or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be ~~reissued~~granted as a ~~part of the series~~

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~of which they were originally a part~~separate award or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution of the Board providing for the issue of any series of Preference Shares.

~~4.4~~

~~At the discretion of the Board, whether or not~~ in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by a resolution of the Board, including, without limiting the generality ofanother award under this ~~authority, conditions~~Plan; provided, however, that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Ordinary Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.

~~4.5~~

All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

5.

~~Prohibition on Financial Assistance~~

The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of the acquisition or proposed acquisition by any person of any shares in the Company, but nothing in this Bye-law shall prohibit transactions permitted under the Act.

6.

~~Share Certificates~~

~~6.1~~

Every Shareholder shall be entitled to a certificate under the common seal of the Company (or a facsimile thereof) or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Shareholder and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. A certificate may also be signed by such transfer agent or registrar as the Board may determine, and in such case the signature of the transfer agent or the registrar may also be facsimile, engraved or printed. If in the event any Director, officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the Company with the same effect as if he were such Director, officer, transfer agent or registrar at the date of issue.

~~6.2~~

~~The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.~~

~~6.3~~

The holder of any shares of the Company shall immediately notify the Company of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to him a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Company a bond in such sum and with such surety or sureties as it may direct to indemnify the Company against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

~~6.4~~

~~The provisions of this~~ ~~Bye-Law 6~~ ~~are subject to the terms of~~ ~~Bye-Law 10.6~~.

7.

~~Fractional Shares~~

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.dividend equivalent

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~REGISTRATION OF SHARES~~

8.

~~Register of Shareholders~~

~~8.1~~

~~The Board shall cause to be kept in one or more books a Register of Shareholders and shall enter therein the particulars required by the Act.~~

~~8.2~~

The Register of Shareholders shall be open to inspection without charge at the Registered Office of the Company on every Business Day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each Business Day be allowed for inspection. The Register of Shareholders may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

9.

~~Registered Holder Absolute Owner~~

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

~~10.~~

~~Transfer of Registered Shares~~

~~10.1~~

~~An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:~~

~~Transfer of a Share or Shares~~

~~• (the “Company”)~~

~~FOR VALUE RECEIVED……………….. [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] shares of the Company.~~

~~DATED this [ ] day of [ ], 201[ ]~~

	~~Signed by:~~			~~In the presence of:~~

	~~Transferor~~			~~Witness~~

	~~Transferee~~			~~Witness~~

~~10.2~~

Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Shareholders.

~~10.3~~

The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the Transfer.

~~10.4~~

The joint holders of any share may Transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Shareholder may Transfer any such share to the executors or administrators of such deceased Shareholder.

~~10.5~~

The Board shall refuse to register a Transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained, if any. If the Board refuses to register a Transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

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~~TABLE OF CONTENTS~~

~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~10.6~~

~~Notwithstanding~~ ~~Bye-laws 10.1 to 10.5~~,

~~(a)~~

~~Shares may be Transferred without a written instrument if Transferred by an appointed agent or otherwise in accordance with the Act;~~

~~(b)~~

The Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned and these Bye-laws, have power to implement and/or approve any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and Transfer of interests in shares in the capital of the Company in the form of depositary interests or similar interests, instruments or securities, and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares of the Company represented thereby. The Board may from time to time take such actions and do such things as it may, in its absolute discretion, think fit in relation to the operation of any such arrangements; and

~~(c)~~

~~it is understood that the permission of the Bermuda Monetary Authority is not required in respect of any shares of the Company that are admitted to trading on~~ ~~NASDAQthe NYSE~~ ~~or any other appointed stock exchange (as defined under the Exchange Control Act 1972 of Bermuda and related regulations).~~

~~11. Restrictions on Transfer~~

~~11.1~~

~~Except as provided in~~ ~~Bye-law 11.8~~ ~~hereof~~ ~~and subject to the terms of the Shareholders’ Agreement, from the Section 883 Adoption Date until the Restriction Termination Date: (1) no Person~~ ~~(other than an Existing Holder)~~ ~~shall Beneficially Own Shares in excess of the Ownership Limit; (2) any Transfer that, if effective, would result in any Person~~ ~~(other than an Existing Holder)~~ ~~Beneficially Owning Shares in excess of the Ownership Limit shall be void~~ ~~ab initio~~ as to the Transfer of that number of Shares which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit and the intended transferee shall acquire no rights in such Shares in excess of the Ownership Limit; and (3) any Transfer of Shares that, if effective, would result in the Shares being “closely held” within the meaning of U.S. Treasury Regulation Section 1.883-2(d)(3)(i) and being ineligible for the exception to the “closely held” treatment under U.S. Treasury Regulation Section 1.883-2(d)(3)(ii) shall be void ~~ab initio~~ as to the Transfer of that number of Shares which would cause the Shares to be “closely held” within the meaning of such U.S. Treasury Regulation sections, and the intended transferee shall acquire no rights in such Shares.

~~11.2~~

If, notwithstanding the other provisions contained in these Bye-laws, at any time from the Section 883 Adoption Date until the Restriction Termination Date, there is a purported Transfer or other event such that any Person ~~(other than an Existing Holder)~~ ~~would Beneficially Own Shares in excess of the Ownership Limit, then, except as otherwise provided in~~ ~~Bye-law 11.8~~ hereof, such Shares which would be in excess of the Ownership Limit (rounded up to the nearest whole share), shall automatically be designated as Excess Shares (without reclassification). The designation of such Shares as Excess Shares shall be effective as of the close of business on the Business Day prior to the date of the Transfer or other event. If, after designation of such Shares owned directly by a Person as Excess Shares, such Person still owns Shares in excess of the applicable Ownership Limit, Shares Beneficially Owned by such Person in excess of the Ownership Limit shall be designated as Excess Shares until such Person does not own Shares in excess of the applicable Ownership Limit. Where such Person Beneficially Owns Shares through one or more Persons and the Shares held by such other Persons must be designated as Excess Shares, the designation of Shares held by such other Persons as Excess Shares shall be ~~pro rata~~.

~~11.3~~

~~If, notwithstanding the other provisions contained in these Bye-Laws~~ ~~and subject to the terms of the Shareholders’ Agreement~~, at any time from the Section 883 Adoption Date until the Restriction Termination Date, there is a purported Transfer which, if effective, would cause the Shares to become “closely held” within the meaning of U.S. Treasury Regulation Section 1.883-2(d)(3)(i) and ineligible for the exception to the “closely held” treatment under U.S. Treasury Regulation Section 1.883-2(d)(3)(ii), then, except as otherwise provided in ~~Bye-law 11.8~~ hereof, the Shares being Transferred and which would cause, when taken together with all other Shares, the Shares to be “closely held” within the meaning of such U.S. Treasury Regulation sections (rounded up to the nearest whole share) shall

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APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

~~automatically~~rights may not be ~~designated~~granted in connection with a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as ~~Excess Shares (without reclassification). The designation~~to the unvested portion of ~~such Shares~~any award granted under this Plan will be subject to termination and forfeiture to the same extent as ~~Excess Shares shall be effective as~~the corresponding portion of the ~~close~~unvested award to which they relate in the event the applicable vesting requirements are not satisfied.

5.1.5 Incentive Bonus Awards. The types of ~~business~~cash awards that may be granted under this Plan include the opportunity to receive a payment for the Company’s fiscal year, or any other performance period established by the Administrator, based on the ~~Business Day prior to~~achievement of specific performance goals (which may include subjective goals) established by the ~~date of~~Administrator in its sole discretion. Any applicable performance goals may be based on either the Transfer. If, after designation of such Shares owned directly by a Person as Excess Shares, such Person still Beneficially Owns Shares in excess of the applicable Ownership Limit, Shares Beneficially Owned by such Person constructively in excess of the Ownership Limit shall be designated as Excess Shares until such Person does not Beneficially Own Shares in excess of the applicable Ownership Limit. Where such Person Beneficially Owns Shares through one or more Persons and the Shares held by such other Persons must be designated as Excess Shares, the designation of Shares held by such other Persons as Excess Shares shall be ~~pro rata~~.

~~11.4~~

~~If the Board shall at any time determine in good faith that a purported Transfer or other event has taken place in violation of~~ ~~Bye-law 11.1~~ ~~hereof or that a Person intends to acquire or has attempted to acquire Beneficial Ownership of any Shares in violation of~~ ~~Bye-law 11.1~~ hereof, the Board may take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, but not limited to, causing the Company to redeem shares, refusing to give effect to such Transfer or other event on the booksperformance of the Company or ~~instituting proceedings~~any of its Subsidiaries or divisions on an absolute or relative basis, or on individual performance, as determined by the Administrator in its sole discretion. Unless otherwise determined by the Administrator, any participant granted an incentive bonus award pursuant to ~~enjoin such Transfer~~this Section 5.1.5 must remain continuously employed by the Company or ~~other event or transaction;~~ ~~provided~~, ~~however, that any Transfers or attempted Transfers (or,~~one of its Subsidiaries through the last day of the applicable performance period in order for the incentive bonus award to become payable. Any payments becoming payable pursuant to this Section 5.1.5 will be paid in the ~~case of events other than a Transfer, Beneficial Ownership)~~calendar year following the calendar year in ~~violation of~~ ~~Bye-law 11.1~~ ~~hereof shall be void~~ ~~ab initio~~ ~~and automatically result~~which the applicable performance period ends, unless deferred in accordance with the ~~designation and treatment described in~~ ~~Bye-law 11.2~~ ~~hereof, irrespective of any action (or non-action) by the Board.~~

~~11.5~~

~~Any Person who acquires or attempts to acquire Shares in violation of~~ ~~Bye-law 11.1~~ ~~hereof, or any Person who is a purported transferee such that Excess Shares result under~~ ~~Bye-law 11.2~~ hereof, shall immediately give written notice to the Company of such Transfer, attempted Transfer or other event and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer or other event on the Company’s status as qualifying for exemption from taxation on gross income from the international operation of a ship or ships within the meaningrequirements of Section ~~883~~409A and Section 457A of the Code.

5.2

~~11.6~~[Reserved]

~~The restrictions set forth in~~ ~~Bye-law 11.1~~ ~~shall not apply to any Shares with respect to which such restrictions are prohibited pursuant to applicable provisions of the laws of Bermuda.~~

~~11.7~~5.3

~~Subject~~Award Agreements. Each award shall be evidenced by either (1) a written award agreement in a form approved by the Administrator and executed by the Company by an officer duly authorized to ~~Bye-law 11.11~~ ~~hereof, nothing contained~~act on its behalf, or (2) an electronic notice of award grant in ~~these Bye-laws shall limit~~a form approved by the ~~authority~~Administrator and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under this Plan generally (in each case, an “award agreement”), as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted or deemed accepted by the recipient of the ~~Board to take~~award in such ~~other action~~form and manner as ~~they deem necessary or advisable to protect~~ the ~~interests~~Administrator may require. The Administrator may authorize any officer of the ~~Company’s shareholders by preservation~~Company (other than the particular award recipient) to execute any or all award agreements on behalf of the ~~Company’s status as exempt from taxation on gross income from~~Company. The award agreement shall set forth the ~~international operation of a ship or ships within the meaning of Section 883~~material terms and conditions of the ~~Code and to ensure compliance~~award as established by the Administrator consistent with the ~~Ownership Limit.~~express limitations of this Plan.

~~11.8~~5.4

~~The Board~~Settlements. Payment of awards may ~~exempt a Person (or~~be in the form of cash, Ordinary Shares, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may ~~generally exempt any class of Persons) or any class of Shares from the Ownership Limit.~~impose.

~~11.9~~5.5

~~In addition~~Consideration for Ordinary Shares or Awards. The purchase price (if any) for any award granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as applicable, may be paid by means of any ~~legend required~~lawful consideration as determined by the ~~Shareholders’ Agreement,~~Administrator, including, without limitation, one or aA~~fter~~ combination of the ~~Section 883 Adoption Date, and prior~~following methods:

•

services rendered by the recipient of such award;

•

cash, check payable to the ~~Restriction Termination Date, each certificate for the Shares shall bear the following legend:~~

~~“The Shares represented by this certificate are subject to restrictions on transfer. Unless excepted by the Board or exempted by the terms of the Bye-laws~~order of the Company, or electronic funds transfer;

•

notice and third party payment in such manner as may be authorized by the Administrator;

•

the delivery of previously owned Ordinary Shares;

•

by a reduction in the number of shares otherwise deliverable pursuant to the award; or

•

subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

In no ~~Person may Beneficially Own~~event shall any shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable law. Ordinary Shares ~~in excess~~used to satisfy the exercise price of ~~4.9%~~an option shall be valued at their fair market value on the date of exercise. The Company will not be obligated to deliver any shares unless and until it receives full payment of the ~~outstanding Shares, by value, vote~~exercise or ~~number, determined as~~purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the ~~Bye-laws~~applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of ~~the Company, and computed with regard to all outstanding Shares and,~~any award or shares by any method other than cash payment to the extent provided by the Code, all Shares issuable under existing options and exchange rights that have not been exercised. Unless so excepted, any acquisition of Shares and continued holding of ownership constitutes a continuous representation of compliance with the above limitations, and any Person who attempts to Beneficially Own Shares in excess of the above limitations has an affirmative obligation to notify the Company immediately upon such attempt. If the restrictions on transfer are violated, the transfer will be void ~~ab initio~~ ~~and the Shares represented hereby will be designated and treated as Excess Shares that will be held in trust. Excess Shares may not be transferred at a profit and may be purchased by the~~ Company. In addition, certain Beneficial Owners must give written notice as to certain information on demand and on exceeding certain ownership levels. All terms not defined in this legend have the meanings provided in the Bye-laws of the

~~2019~~2021 Proxy Statement / ~~B-12~~B-5

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~
AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

~~Company.~~5.6

Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for an Ordinary Share on the New York Stock Exchange (the “Exchange”) for the date in question or, if no sales of Ordinary Shares were reported on the Exchange on that date, the closing price (in regular trading) for an Ordinary Share on the Exchange for the next preceding day on which sales of Ordinary Shares were reported on the Exchange. The ~~Company will mail without charge~~Administrator may, however, provide with respect to ~~any requesting shareholder a copy~~one or more awards that the fair market value shall equal the closing price (in regular trading) for an Ordinary Share on the Exchange on the last trading day preceding the date in question or the average of the ~~Bye-laws~~high and low trading prices of an Ordinary Share on the Exchange for the date in question or the most recent trading day. If the Ordinary Shares are no longer listed or are no longer actively traded on the Exchange as of the ~~Company, including~~applicable date, the ~~express terms of each class and series~~fair market value of the ~~authorized~~Ordinary Shares shall be the value as reasonably determined by the Administrator for purposes of the ~~Company, within five (5) days after receipt~~award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

5.7

Transfer Restrictions.

5.7.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required by ~~the Secretary of the Company of a written request therefor.”~~

~~11.10~~

~~If any provision of~~ ~~Bye-law 11~~ or ~~Bye-law 12~~ ~~or any application of any such provision is determined to be invalid by any court having competent jurisdiction over the issues, the validity of the remaining provisions~~applicable law: (a) all awards are non-transferable and shall not be ~~affected, and other applications of such provision~~subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be ~~affected~~exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the ~~extent necessary to comply with~~account of) the ~~determination of such court.~~

participant.

~~11.11~~5.7.2

~~Nothing~~Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in ~~these Bye-laws shall preclude the settlement of any transaction entered into through the facilities of~~ ~~NASDAQ.the NYSE~~ ~~The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of these Bye-laws and any transferee~~its sole discretion, establish in ~~such a transaction~~writing. Any permitted transfer shall be subject to ~~all the provisions~~compliance with applicable federal and ~~limitations set forth~~state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in ~~these Bye-laws.~~

~~11.12~~

~~After the Section 883 Adoption Date and prior to the Restriction Termination Date: (1) every Beneficial Owner of three percent (3%) or~~an entity in which more ~~by vote, value or number, or such lower percentages as required pursuant to regulations under the Code,~~than 50% of the ~~outstanding Shares shall promptly after becoming such a three percent (3%) Beneficial Owner, give written notice to the~~ ~~Corporation~~ ~~Company~~ stating the name and address of such Beneficial Owner, the general ownership structure of such Beneficial Owner, the number of shares of each class of Shares Beneficially Owned, and a description of how such Sharesvoting interests are held by the Eligible Person or by the Eligible Person’s family members).

5.7.3 Further Exceptions to Limits on Transfer. The exercise and ~~(2) each Person who is a Beneficial Owner of Shares and each Person (including the shareholder of record) who is holding Shares for a Beneficial Owner~~transfer restrictions in Section 5.7.1 shall ~~provide on demand~~not apply to:

(a)

transfers to the Company ~~such information as~~(for example, in connection with the ~~Company may request from time to time in order to determine~~expiration or termination of the ~~Company’s status as exempt from taxation on gross income from~~ award),

(b)

the ~~international operation~~designation of a ~~ship or ships within~~beneficiary to receive benefits in the ~~meaning of Section 883~~event of the ~~Code~~participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and ~~to ensure compliance with the Ownership Limit.~~distribution,

~~11.13~~(c)

~~In the case of an ambiguity in the application of any of the provisions of~~ ~~Bye-laws 11~~ or 12 ~~or any definition contained in~~ ~~Bye-laws 11 and 12, the Board shall have the power to determine the application of the provisions of~~ ~~Bye-laws 11 and 12~~ ~~or any such definition with respect~~subject to any ~~situation based~~applicable limitations on ~~the facts known~~ISOs, transfers to ~~it. In the event~~ ~~Bye-laws 11~~a family member (or former family member) pursuant to a domestic relations order if approved or 12 ~~require an action~~ratified by the Board and these Bye-laws fail to provide specific guidance with respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of ~~Bye-laws 11 or 12~~.Administrator,

~~12.~~(d)

~~Excess Shares~~

~~12.1~~

~~Upon any purported Transfer~~if the participant has suffered a disability, permitted transfers or ~~other event that results in Excess Shares pursuant to~~ ~~Bye-laws 11.2 or 11.3~~ hereof, and without any action required on the part of the Purported Record Transferee or Purported Record Holder, such Excess Shares shall be transferred to the Excess Share Trustee, as trustee of the Excess Share Trust, for the benefit of the Charitable Beneficiary, such transfer to be effective as of the close of business on the Business Day prior to the date of the Transfer or other event or immediately upon the creation of the Excess Share Trust, if such creation date is a later date. Excess Shares so held in trust shall be issued and outstanding shares of the Company. To give effect to any such transfer, each of the Directors and Officers (and any person authorized by a resolution of the Board) is hereby empowered to sign,exercises on behalf of the ~~Purported Record Transferee~~participant by his or ~~Purported Record Holder, an instrument~~her legal representative, or

(e)

the authorization by the Administrator of ~~transfer in respect~~“cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the Excess Shares. The Purported Record Transferee or Purported Record Holder shall have no rights in such Excess Shares. The Purported Beneficial Transferee or Purported Beneficial Holder shall have no rights in such Excess Shares except as provided in ~~Bye-law 12.4~~exercise of awards consistent with applicable laws and ~~Bye-law 12.6. The Excess Share Trustee may resign at~~ any ~~time so long as~~limitations imposed by the ~~Company shall have appointed a successor trustee. The Excess Share Trustee shall, from time to time, designate one or more charitable organization or organizations as the Charitable Beneficiary.~~Administrator.

~~12.2~~5.8

International Awards. One or more awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries outside of the United States. Any ~~consideration received by a Purported Beneficial Holder in excess~~awards granted to such persons may be granted pursuant to the terms and conditions of ~~(i) the consideration paid~~any applicable sub-plans, if any, appended to this Plan and approved by the ~~Purported Beneficial Holder~~Administrator.

6.

EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

6.1

General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the ~~transaction that created such Excess Shares, in~~cause of termination and type of award. If the ~~case of Excess Shares resulting from a purported Transfer (or, in the case~~participant is not an employee of the ~~devise, gift~~Company or ~~similar event, the Market Price~~one of such Shares on the date of such devise, gift or similar event), or (ii) in the case of Excess Shares resulting from an event other than a purported Transfer, the Market Price of such Shares on the date of such event, in each case, as a result of a subsequent purported Transfer of such Excess Shares prior to the discovery by the Company that the Shares have been designated as Excessits

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~~Shares, in all such cases shall be transferred~~Subsidiaries and provides other services to the Excess Share Trustee, as trustee of the Excess Share Trust, for the benefit of the Charitable Beneficiary. All such amounts received or other income earned by the Excess Share Trust shall be paid over to the Charitable Beneficiary. For the avoidance of doubt, any such transferee of any Purported Record Transferee or Purported Record Holder in a subsequent purported Transfer described in this ~~Bye-law 12.2~~ ~~shall have no rights in such Excess Shares.~~

~~12.3~~

Excess Shares shall be entitled to the same dividends determined as if the designation of Excess Shares had not occurred. Any dividend or distribution paid prior to the discovery by the Company that the Shares have been designated as Excess Shares shall be repaid to the Excess Share Trust and shall be due and payable immediately by the Purported Beneficial Transferee or the Purported Beneficial Holder. Any dividend or distribution declared but unpaid shall be paid to the Excess Share Trust. All dividends received or other income earned by the Excess Share Trust shall be paid over to the Charitable Beneficiary.

~~12.4~~

Upon liquidation, dissolution or winding up of the Company, the Purported Beneficial Transferee or Purported Beneficial Holder shall receive, for each Excess Share, the lesser of (a) the amount per share of any distribution made upon liquidation, dissolution or winding up or (b) (i) in the case of Excess Shares resulting from a purported Transfer, the price per share of the Shares in the transaction that created such Excess Shares (or, in the case of the devise, gift or other similar event, the Market Price of such Shares on the date of such devise, gift or other similar event), or (ii) in the case of Excess Shares resulting from an event other than a purported Transfer, the Market Price of the Shares on the date of such event. Any amounts received in excess of such amount shall be paid to the Charitable Beneficiary.

~~12.5~~

The Excess Share Trustee shall be entitled to vote the Excess Shares on behalf of the Charitable Beneficiary on any matter. Subject to Bermuda law, any vote cast by a Purported Record Transferee with respect to the Excess Shares prior to the discovery by the Company that the Excess Shares were held in trust will be rescinded ~~ab initio~~; ~~provided~~, ~~however, that if the Company has already taken irreversible action with respect to an amalgamation, merger, reorganization, sale of all or substantially all the assets, dissolution of~~ the Company or ~~other action by~~one of its Subsidiaries, the Company, then the vote cast by the Purported Record Transferee shall not be rescinded. The purported owner of the Excess Shares will be deemed to have given an irrevocable proxy to the Excess Share Trustee to vote the Excess Shares for the benefit of the Charitable Beneficiary. Notwithstanding the provisions of these Bye-laws, until the Company has received notification that Excess Shares have been transferred into an Excess Share Trust, the CompanyAdministrator shall be ~~entitled to rely on its share transfer and other shareholder records~~the sole judge for purposes of ~~preparing lists~~this Plan (unless a contract or the award otherwise provides) of ~~shareholders entitled~~whether the participant continues to ~~vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.~~

~~12.6~~

~~Excess Shares shall be transferable only as provided in this~~ ~~Bye-law 12.6. At the direction of the Board, the Excess Share Trustee shall transfer the Excess Shares held in the Excess Share Trust~~render services to ~~a Person or Persons (including, without limitation,~~ the Company ~~under~~ ~~Bye-law 12.7~~ ~~below) whose ownership~~or one of ~~such Shares shall not violate the Ownership Limit within 180 days after the later of (a)~~its Subsidiaries and the date, of the Transfer or other event which resulted in Excess Shares and (b) the date the Board determines in good faith that a Transfer or other event resulting in Excess Shares has occurred, if the Company does not receive a notice of such Transfer or other event pursuant to ~~Bye-law 11.5~~ hereof. If such a transfer is made, the interest of the Charitable Beneficiary shall terminate, the designation of such Shares as Excess Shares shall thereupon cease and a payment shall be made to the Purported Beneficial Transferee, Purported Beneficial Holder and/or the Charitable Trustee as described below. If the Excess Shares resulted from a purported Transfer, the Purported Beneficial Transferee shall receive a payment from the Excess Share Trustee that reflects a price per share for such Excess Shares equal to the lesser of (a) the price per share received by the Excess Share Trustee and (b) (i) the price per share such Purported Beneficial Transferee paid for the Shares in the purported Transfer that resulted in the Excess Shares, or (ii) if the Purported Beneficial Transferee did not give value for such Excess Shares (through a gift, devise or other similar event), a price per share equal to the Market Price of the Shares on the date of the purported Transfer that resulted in the Excess Shares. If the Excess Shares resulted from an event other than a purported Transfer, the Purported Beneficial Holder shall receive a payment from the Excess Share Trustee that reflects a price per share of Excess Shares equal to the lesser of (a) the price per share received by the Excess Share Trustee and (b) the Market Price of the Shares on the date of the event that resulted in Excess Shares. Prior to any transfer of any interest in the Excess Share Trust,

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~the Company must have waived in writing its purchase rights,~~ if any, ~~under~~ ~~Bye-law 12.7~~ below. Any funds received by the Excess Share Trustee in excess of the funds payable to the Purported Beneficial Holder or the Purported Beneficial Transferee shall be paid to the Charitable Beneficiary. The Company shall pay the costs and expenses of the Excess Share Trustee. Notwithstanding the foregoing, if the provisions of this ~~Bye-law 12.6~~ are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the Purported Beneficial Transferee or Purported Beneficial Holder of any shares of Excess Shares may be deemed, at the option of the Company, to have acted as an agent on behalf of the Company in acquiring or holdingupon which such ~~Excess Shares and to hold such Excess Shares on behalf of the Company.~~

~~12.7~~

~~Excess Shares~~services shall be deemed to have ~~been offered for sale by~~terminated.

6.2

Events Not Deemed Terminations of Service. Unless the ~~Excess Share Trustee to~~express policy of the Company or one of its ~~designee, at a price per Excess Share equal to (a)~~Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be considered terminated in the case of ~~Excess Shares resulting from a purported Transfer, the lesser~~(a) sick leave, (b) military leave, or (c) any other leave of (i) the price per share of the Shares in the transaction that created such Excess Shares (or, in the case of devise, gift or other similar event, the Market Price of the Shares on the date of such devise, gift or other similar event), or (ii) the lowest Market Price of the class of Shares which resulted in the Excess Shares at any time after the date such Shares were designated as Excess Shares and prior to the dateabsence authorized by the Company or one of its ~~designee, accepts such offer~~Subsidiaries, or ~~(b) in~~ the ~~case of Excess Shares resulting from an event other than a purported Transfer,~~Administrator; provided that, unless reemployment upon the ~~lesser of (i) the Market Price of the Shares on the date~~expiration of such ~~event~~leave is guaranteed by contract or ~~(ii)~~law or the ~~lowest Market Price for Shares which resulted in the Excess Shares at any time from the date of the event resulting in~~Administrator otherwise provides, such ~~Excess Shares and prior to the date the Company, or its designee, accepts such offer. The Company shall have the right to accept such offer~~leave is for a period of ~~ninety (90) days after~~not more than three months. In the ~~later~~case of (a) the date of the Transfer or other event which resulted in such Excess Shares and (b) the date the Board determines in good faith that a Transfer or other event resulting in Excess Shares has occurred, if the Company does not receive a notice of such Transfer or other event pursuant to ~~Bye-law 11.5~~ ~~hereof.~~

~~12.8~~

The Ownership Limit shall not apply to the acquisition of Shares or rights, options or warrants for, or securities convertible into, Shares by an underwriter in a public offering or placement agent in a private offering, provided that the underwriter or placement agent makes a timely distribution of such Shares or rights, options or warrants for, or securities convertible into, Shares.

~~12.9~~

~~The Company is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of~~ ~~Bye-laws 11 and 12~~.

~~12.10~~

~~No delay or failure on the part~~any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the ~~Board in exercising any right hereunder shall operate as a waiver of a right~~award while on leave from the employ of the Company or ~~the Board, as the case~~one of its Subsidiaries may be ~~except~~suspended until the employee returns to service, unless the ~~extent specifically waived~~Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in ~~writing.~~

~~13.~~

~~Transmission of Registered Shares~~the applicable award agreement.

~~13.1~~6.3

~~In the case~~Effect of ~~the death~~Change of a Shareholder, the survivor or survivors where the deceased Shareholder was a joint holder, and the legal personal representatives of the deceased Shareholder where the deceased Shareholder was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Shareholder’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Shareholder with other persons. Subject to the Act, for the purposeSubsidiary Status. For purposes of this Bye-law, legal personal representative means the executor or administrator of a deceased Shareholder or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Shareholder.

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~13.2~~

~~Any person becoming entitled to a share in consequence of the death or bankruptcy of~~Plan and any ~~Shareholder may be registered as a Shareholder upon such evidence as the Board may deem sufficient or may elect to nominate some person~~award, if an entity ceases to be ~~registered as~~ a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

~~Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Shareholder~~

~~• (the “Company”)~~

~~I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Shareholder] to [number] share(s) standing in the Register of Shareholders~~Subsidiary of the Company ~~in the name~~a termination of the said [name of deceased/bankrupt Shareholder] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, hisemployment or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

~~DATED this [ ] day of [ ], 201[ ]~~

	~~Signed by:~~			~~In the presence of:~~

	~~Transferor~~			~~Witness~~

	~~Transferee~~			~~Witness~~

~~13.3~~

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Shareholder.

~~13.4~~

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

~~ALTERATION OF SHARE CAPITAL~~

~~14.~~

~~Power to Alter Capital~~

~~14.1~~

The Company may, if authorised by resolution of the Board and by Resolution, increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter its share capital in any manner permitted by the Act.

~~14.2~~

~~The Company may, if authorised by resolution of the Board and by Resolution, reduce its share capital in any manner permitted by the Act.~~

~~14.3~~

~~Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.~~

~~15.~~

~~Variation of Rights Attaching to Shares~~

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking ~~pari passu~~ ~~therewith.~~

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~DIVIDENDS AND CAPITALISATION~~

~~16.~~

~~Dividends~~

~~16.1~~

The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Shareholders, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets.

~~16.2~~

~~The Board may fix any date as the record date for determining the Shareholders entitled to receive any dividend.~~

~~16.3~~

~~The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.~~

~~16.4~~

~~The Board may declare and make such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets of the Company.~~

~~17.~~

~~Power to Set Aside Profits~~

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

~~18.~~

~~Method of Payment~~

~~18.1~~

Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Shareholder at such Shareholder’s address in the Register of Shareholders, or to such person and to such address as the holder may in writing direct.

~~18.2~~

In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Shareholders, or to such person and to such address as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

~~18.3~~

~~The Board may deduct from the dividends or distributions payable to any Shareholder all moneys due from such Shareholder to the Company on account of calls or otherwise.~~

~~19.~~

~~Capitalisation~~

~~19.1~~

The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares ~~pro rata~~ ~~to the Shareholders.~~

~~19.2~~

The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Shareholders who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

~~MEETINGS OF SHAREHOLDERS~~

~~20.~~

~~Annual General Meetings~~

~~The annual general meeting shall be held in each year (other than the year of incorporation) at such place, date and hour as shall be fixed by a resolution of the Board.~~

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~~21.~~

~~Special General Meetings~~

~~The Board may convene a special general meeting whenever in their judgment such a meeting is necessary to be held at such place, date and hour as fixed by a resolution of the Board.~~

~~22.~~

~~Requisitioned General Meetings~~

The Board shall, on the requisition of Shareholders holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.

~~23.~~

~~Notice~~

~~23.1~~

Notice of an annual general meeting stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Shareholders may be deemed to be present at such meeting, and the record date for determining the Shareholders entitled to vote at the meeting (if such date is different from the record date for determining Shareholders entitled to notice of the meeting) shall be given to each Shareholder entitled to vote at such meeting as of the record date for determining the Shareholders entitled to notice of the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law or these Bye-Laws.

~~23.2~~

Notice of a special general meeting stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Shareholders may be deemed to be present at such meeting, the record date for determining the Shareholders entitled to vote at the meeting (if such date is different from the record date for determining Shareholders entitled to notice of the meeting), and the purpose or purposes of the meeting shall be given to each Shareholder entitled to vote at such meeting, as of the record date for determining the Shareholders entitled to notice of the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law or these Bye-Laws.

~~23.3~~

~~The Board may fix any date as the record date for determining the Shareholders entitled to receive notice of and to vote at any general meeting.~~

~~23.4~~

An annual general meeting or special general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Shareholders entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

~~23.5~~

The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

~~24.~~

~~Giving Notice and Access~~

~~24.1~~

~~A notice may be given by the Company to a Shareholder:~~

~~(a)~~

~~by delivering it to such Shareholder in person; or~~

~~(b)~~

~~by sending it by letter mail or courier to such Shareholder’s address in the Register of Shareholders; or~~

~~(c)~~

by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Shareholder to the Company for such purpose; or

~~(d)~~

by publishing it on a website, and giving to such Shareholder a notice stating that the notice is available there. Such notice shall include the address of the website, the place on the website where the information or document may be found, and instructions as to how the information or document may be accessed on the website and may be given to such Shareholder by any of the means set out above.

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~24.2~~

Any notice required to be given to a Shareholder shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Shareholders and notice so given shall be sufficient notice to all the holders of such shares.

~~24.3~~

~~Any notice (save for one delivered in accordance with~~ ~~Bye-law 24.1(d)~~) shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier, or transmitted by electronic means.

~~24.4~~

~~In the case of information or documents delivered in accordance with~~ ~~Bye-law 24.1(d)~~, service shall be deemed to have occurred ~~when (a)~~with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the ~~Shareholder~~Company or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status, unless the Subsidiary that is ~~notified~~sold, spun off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in ~~accordance~~connection with ~~that Bye-law and (b)~~ the ~~information or document is published on the website.~~transaction.

7.

ADJUSTMENTS; ACCELERATION

~~24.5~~7.1

~~The Company shall~~Adjustments. Subject to Section 7.2, upon (or, as may be ~~under no obligation~~necessary to ~~send~~effect the adjustment, immediately prior to): any reclassification, recapitalization, share split (including a ~~notice~~share split in the form of a share dividend) or reverse share split; any merger, combination, consolidation, or other ~~document~~reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Ordinary Shares; or any exchange of Ordinary Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; then the Administrator shall equitably and proportionately adjust (1) the number and type of Ordinary Shares (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of Ordinary Shares (or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each case to the ~~address shown for any particular Shareholder in~~extent necessary to preserve (but not increase) the ~~Register~~level of ~~Shareholders if~~incentives intended by this Plan and the Board considers that the legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, the territory in which that address is situated are such that it is necessary or expedient not to send the notice or document concerned to such Shareholder at such address and may require a Shareholder with such an address to provide the Company with an alternative acceptable address for delivery of notices by the Company.then-outstanding awards.

Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Company as an entirety, the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding performance-based awards.

It is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A and Section 457A of the Code and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.

Without limiting the generality of Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.

~~24.6~~7.2

~~The Company may deliver information or documents to a Shareholder via a website by notifying~~Corporate Transactions — Assumption and Termination of Awards. Upon the ~~Shareholder~~occurrence of any of the availability of such information or documents on such website and including on such notice the address of the website, the place on the website where the information or document may be found, and instructions as to how the information or document may be accessed on the website.

~~25.~~

~~Postponement or Cancellation of General Meeting~~

~~The Board may, and the Secretary on instruction from the Board shall, postpone or cancel~~following: any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned by the Shareholders under these Bye-laws) provided that notice of postponement or cancellation is given to the Shareholders before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Shareholder in accordance with these Bye-laws.

~~26.~~

~~Order of Business~~

~~26.1~~

~~Annual General Meetings.~~ At any annual general meeting, only such nominations of persons for election to the Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual general meeting, and proposals of other business to be properly brought before an annual general meeting, nominations and proposals of other business must be (i) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly made at the annual general meeting, by or at the direction of the Board ~~or by any Existing Holder, or (iii) otherwise properly requested to be brought before the annual general meeting by a Shareholder~~ ~~(other than an Existing Holder)~~ ~~in accordance with the applicable provisions of~~ ~~Bye-laws 26, 27~~ ~~and~~ 28, ~~. For nominations of persons for election to the Board or proposals of other business to be properly requested by a Shareholder~~ ~~other than any Existing Holder~~ to be made at an annual general meeting, a Shareholder must (A) be a Shareholder of record at the time of giving of notice of such annual general meeting by or at the direction of the Board and at the time of the annual general meeting, (B) be entitled to vote at such annual general meeting, and (C) comply with the procedures set forth in Bye-laws 27 ~~and~~ 28 ~~as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a Shareholder~~ ~~other than any Existing Holder~~ ~~to make nominations~~merger, combination, consolidation, or other ~~business proposals (other than matters properly brought under Rule 14a-8 under~~reorganization in connection with which the ~~Securities Exchange Act~~Company does not survive (or does not survive as a public company in respect of ~~1934, as amended (the “Exchange Act”), and included in the Company’s notice~~its Ordinary Shares); any exchange of ~~meeting) before an annual general meeting.~~

~~26.2~~

~~Special General Meetings.~~ At any special general meeting, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Company’s notice of meeting. To be properly brought before a special general meeting, proposals of business must be (i) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~of the Board or (ii) otherwise properly brought before the special general meeting, by or at the direction of the Board~~ ~~or by any Existing Holder~~. At any special general meeting, only such nominations of persons for election to the Board may be made at a special general meeting at which Directors are to be elected, as shall have been properly brought before the meeting. For nominations to be properly made at a special general meeting, nominations must be specified in the Company’s notice of meeting (or any supplement thereto), (x) by or at the direction of the Board ~~or by any Existing Holder~~ ~~or (y) provided that the Board has determined that Directors shall be elected at such meeting, by any Shareholder~~ ~~other than any Existing Holder~~ ~~who (1) is a Shareholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (2) is entitled to vote at the meeting, and (3)~~ ~~in the case of a Shareholder other than an Existing Holder,~~ ~~complies with the procedures set forth in~~ ~~Bye-laws 27~~ ~~and~~ 28 ~~as to such nomination.~~

~~26.3~~

Except as otherwise provided by law or these Bye-laws, the chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bye-laws and, if any proposed nomination or other business is not in compliance with these Bye-laws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

~~27.~~

~~Advance Notice of Shareholder Business and Nominations~~

~~27.1~~

~~Annual General Meeting.~~ ~~Without qualification or limitation, for any nominations or any other business to be properly brought before an annual general meeting by a Shareholder~~ ~~(other than any Existing Holder)~~ ~~pursuant to~~ ~~Bye-law 26.1~~, the Shareholder must have given timely notice thereof and timely updates and supplements thereof in writing to the Secretary and such other business must otherwise be a proper matter for Shareholder action.

~~(a)~~

~~To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company, not earlier than the close of business on the 120~~th ~~day and not later than the close of business on the 90~~th day prior to the first anniversary of the preceding year’s annual general meeting; provided, however, that in the event that the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Shareholder must be so delivered not earlier than the close of business on the 120th ~~day prior to the date of such annual general meeting and not later than the close of business on the later of the 90~~th day prior to the date of such annual general meeting, or, if the first public announcement of the date of such annual general meeting is less than 100 days prior to the date of such annual general meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall any adjournment or postponement of an annual general meeting, or the public announcement thereof, commence a new time period for the giving of a Shareholder’s notice as described above.

~~(b)~~

In addition, to be timely, a Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) Business Days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Company not later than five (5) Business Days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) Business Days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) Business Days prior to the meeting or any adjournment or postponement thereof.

~~27.2~~

~~Special General Meeting.~~ ~~In the event the Company calls a special general meeting for the purpose of electing one or more Directors to the Board, any such Shareholder~~ ~~(other than any Existing Holder)~~ may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, provided that the Shareholder’s notice with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by ~~Bye-Law 28) shall be delivered to the Secretary at the principal executive offices of the Company, not earlier than the close of business on the 120~~th ~~day prior to the date of such special general meeting and not later~~

~~2019~~2021 Proxy Statement / ~~B-20~~B-7

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~
AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

Ordinary Shares or other securities of the Company in connection with which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares); a sale of all or substantially all the business, shares or assets of the Company in connection with which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares); a dissolution of the Company; or any other event in which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares); then the Administrator may make provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award or the award would otherwise continue in accordance with its terms in the circumstances: (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all restricted shares then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the ~~close~~impending termination be required and any acceleration of ~~business~~vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).

Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.

The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the ~~later~~occurrence of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the 90th ~~day~~foregoing, the Administrator may deem an acceleration and/or termination to occur immediately prior to the ~~date of~~applicable event and, in such ~~special general meeting or, if~~circumstances, will reinstate the ~~first public announcement~~original terms of the ~~date~~award if an event giving rise to an acceleration and/or termination does not occur.

Without limiting the generality of ~~such special general meeting is less than 100 days prior to the date of such special general meeting, the 10~~th ~~day following the day on which public announcement is first made of the date of the special general meeting and of the nominees proposed~~Section 3.3, any good faith determination by the Board to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting, or the public announcement thereof, commence a new time period for the giving of a Shareholder’s notice as described above.

~~27.3~~

~~Disclosure Requirements~~

~~(a)~~

~~To be in proper form, a Shareholder’s notice (whether given~~Administrator pursuant to ~~Bye-law 26.1~~ or ~~26.2) to the Secretary must include the following, as applicable.~~

~~(i)~~

As to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a Shareholder’s notice must set forth: (A) the name and address of such Shareholder, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (B) (1) the class or series and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such Shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or rightits authority under this Section 7.2 shall be ~~subject to settlement~~conclusive and binding on all persons.

7.3

Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by express provision in the ~~underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise,~~award agreement and ~~without regard of whether the Shareholder of record, the beneficial owner, if~~may accord any or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (a “Derivative Instrument”) directly or indirectly owned beneficially by such Shareholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which such Shareholder hasEligible Person a right to ~~vote~~refuse any acceleration, whether pursuant to the award agreement or ~~direct~~otherwise, in such circumstances as the ~~vote~~Administrator may approve. The portion of any ~~class or series of shares~~ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the Company, (4) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Shareholder,award) shall remain exercisable as an ISO only to the ~~purpose or effect~~extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of ~~which is~~the option shall be exercisable as a nonqualified option under the Code.

7.4

Discretion to ~~mitigate loss~~Accelerate. The Administrator shall have the discretion to ~~reduce~~accelerate the ~~economic risk (of ownership or otherwise)~~vesting of any ~~class~~award in circumstances it determines to be appropriate (whether in connection with a transaction, termination of employment or ~~series~~for any other reason).

8.

OTHER PROVISIONS

8.1

Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the ~~shares~~offer, issuance and delivery of Ordinary Shares, and/or the ~~Company by, manage the risk~~payment of ~~share price changes for,~~money under this Plan or ~~increase or decrease the voting power of, such Shareholder~~under awards are subject to compliance with ~~respect~~all applicable laws, rules and regulations (including but not limited to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (“Short Interests”), (5) any rights to dividends on the shares of the Company owned beneficially by such Shareholder that are separated or separable from the underlying shares of the Company, (6) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (7) any performance-related fees (other than an asset-based fee) that such Shareholder is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such Shareholder’s immediate family sharing the same household, (8) any significant equity interestsstate and federal securities

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TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any ~~Derivative Instruments~~securities under this Plan will, if requested by the Company or ~~Short Interests~~one of its Subsidiaries, provide such assurances and representations to the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

8.2

No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3

No Employment/Service Contract. Nothing contained in this Plan (or in any ~~principal competitor of the Company held by such shareholder, and (9) any direct~~other documents under this Plan or ~~indirect interest of such Shareholder~~ in any ~~contract with~~award) shall confer upon any Eligible Person or other participant any right to continue in the ~~Company, any affiliate~~employ or other service of the Company or one of its Subsidiaries, constitute any ~~principal competitor~~contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Company ~~(including,~~or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

8.4

Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such ~~case,~~right shall be no greater than the right of any ~~employment agreement, collective bargaining agreement~~unsecured general creditor of the Company.

8.5

Tax Withholding. Upon any exercise, vesting, or ~~consulting agreement), and (C)~~payment of any award, or upon the disposition of Ordinary Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon any other ~~information relating~~tax withholding event with respect to any award, the Company or one of its Subsidiaries shall have the right at its option to:

(a)

require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of any applicable amount of any taxes which the Company or one of its Subsidiaries may be required or permitted to withhold with respect to such ~~Shareholder and beneficial owner, if~~award event or payment; or

(b)

deduct from any ~~that would~~amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be) any applicable amount of any taxes which the Company or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.

In any case where a tax is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

~~(ii)~~

If the notice relates to any business other than a nomination of a Director or Directors that the Shareholder proposes to bring before the meeting, a Shareholder’s notice must, in addition to the matters set forth in paragraph (i) above, also set forth: (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such Shareholder and beneficial owner, if any, in such business, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (C) a description of all agreements, arrangements and understandings between such Shareholder and beneficial owner, if any, and any other person or persons (including their names)withheld in connection with the ~~proposal~~delivery of Ordinary Shares under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such ~~business~~rules and subject to such conditions as the Administrator may establish, that the Company reduce the number of shares to be delivered by ~~such Shareholder;~~(or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy any applicable withholding obligation on exercise, vesting or payment.

8.6

Effective Date, Termination and Suspension, Amendments.

~~(iii)~~

~~As to each person, if any, whom~~8.6.1 Effective Date. This Plan was originally effective as of January 7, 2013, the ~~Shareholder proposes to nominate for election or reelection to~~date of its original approval by the Board ~~a Shareholder’s notice must, in addition~~(the “Effective Date”). This amended version of this Plan is effective as of February 15, 2021, the date this amended version of this Plan was approved by the Board (the “Amendment Date”). This Plan shall be submitted for and subject to shareholder approval no later than twelve months after the ~~matters set forth in paragraph (i) above, also set forth: (A) all information relating~~Amendment Date. Unless earlier terminated by the Board and subject to ~~such person~~any extension that ~~would~~may be ~~required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations~~approved by shareholders, this Plan shall terminate at the close of ~~proxies for election of directors in a contested election pursuant to Section 14~~business on the day before the tenth anniversary of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; andAmendment Date.

~~(iv)~~

With respect to each person, if any, whom the Shareholder proposes to nominate for election or reelection to the Board, a Shareholder’s notice must, in addition to the matters set forth in paragraphs (i) and (iii) above, also include a completed and signed questionnaire, representation and agreement required by ~~Bye-law 28~~. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable Shareholder’s understanding of the independence, or lack thereof, of such nominee.

~~(b)~~

For purposes of this Bye-law, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

~~(c)~~

Notwithstanding the foregoing provisions of this Bye-law, a Shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bye-law; provided, however, that any references in these Bye-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered

~~2019~~2021 Proxy Statement / ~~B-22~~B-9

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~
AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

~~pursuant to~~ ~~Bye-law 26. Nothing in~~After the termination of this ~~Bye-law shall~~Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be ~~deemed to affect any rights (1) of Shareholders to request inclusion of proposals in~~granted under this Plan, but previously granted awards (and the ~~Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (2)~~authority of the holders of any series of Preference Shares if and to the extent provided for under law or these Bye-laws. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bye-laws shall be construed to permit any Shareholder, or give any Shareholder the right, to include or have disseminated or described in the Company’s proxy statement any nomination of Director or Directors or any other business proposal.

~~28.~~

~~Submission of Questionnaire; Representation and Agreement~~

~~To be eligible to be a nominee for election or reelection as a Director, any person who has been proposed by a Shareholder~~ ~~(other than any Existing Holder)~~ ~~to be nominated pursuant to the procedures in~~ ~~Bye-law 27.1~~ or ~~Bye-law 27.2~~ ~~must deliver (in accordance with the applicable time periods prescribed for delivery of notice under~~ ~~Bye-law 27) to the Secretary at the principal executive offices of the Company a written questionnaire~~Administrator with respect thereto, including the authority to ~~the background and qualification of~~amend such ~~person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire~~awards) shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Company.

~~29.~~

~~Existing Holders.~~

~~Notwithstanding~~ ~~Bye-laws 26 and 27~~, for any nominations or any other business to be properly brought before an annual or special general meeting by any Existing Holder, provided that the Secretary shall have first given the Existing Holder at least 30 days prior written notice of the date on which the Company proposes to distribute a proxy statement for such meeting to the Shareholders, the Existing Holder must have given notice of its intent to bring such nomination or other business before the meeting in writing to the Secretary at least 15 days prior to such proposed distribution date. Notwithstanding ~~Bye-laws 26, 27~~ ~~and~~ 28~~, but subject to the terms of Applicable Law, any Existing Holder shall be entitled to nominate or replace their designee for appointment, election or reelection as a Director pursuant to, and~~remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of ~~the Shareholders’ Agreement without compliance by such Shareholder with the terms of~~ ~~Bye-laws 26, 27~~ ~~and~~ 28.this Plan.

~~30.~~

~~29.~~8.6.2 ~~Electronic Participation and Security at Meetings~~Board Authorization

~~30.1~~

~~29.1~~ Shareholders may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

~~30.2~~

~~29.2~~ . The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions

~~31.~~

~~30.~~ ~~Quorum at General Meetings~~

~~31.1~~

~~30.1~~ At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time, ~~have only~~

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~one Shareholder, one Shareholder present~~terminate or, from time to time, amend, modify or suspend this Plan, in ~~person~~whole or ~~by proxy shall form a quorum for~~in part. No awards may be granted during any period that the ~~transaction of business at any general meeting held during such time.~~Board suspends this Plan.

~~31.2~~8.6.3
Shareholder Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.

~~30.2~~8.6.4 ~~If within a half hour from~~Amendments to Awards. Without limiting any other express authority of the ~~time appointed for~~Administrator under (but subject to) the ~~meeting a quorum is not present, then,~~express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the ~~case~~prior exercise of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with these Bye-laws.

~~32.~~

~~31.~~ ~~Chairman of General Meetings~~

The Board shall, by resolution, nominate one of the Directors to act as chairman at all general meetings at which such person is present. In the absence of any such nomination or the Director nominated, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

~~33.~~

~~32.~~ ~~Voting on Resolutions~~

~~33.1~~

~~32.1~~ Subject to the Act and these Bye-laws, any question proposed for the consideration of the Shareholders at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.

~~33.2~~

~~32.2~~ ~~No Shareholder shall be entitled to vote at a general meeting unless such Shareholder~~its discretion has ~~paid all the calls on all shares held by such Shareholder.~~

~~33.3~~

~~32.3~~ At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Shareholder present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

~~33.4~~

~~32.4~~ In the event that a Shareholder participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Shareholder may cast his vote on a show of hands.

~~33.5~~

~~32.5~~ At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

~~33.6~~

~~32.6~~ At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.

~~34.~~

~~33.~~ ~~Power to Demand a Vote on a Poll~~

~~34.1~~

~~33.1~~ ~~Notwithstanding the foregoing, a poll may be demanded by any of the following persons:~~

~~(a)~~

~~the chairman of such meeting; or~~

~~(b)~~

~~at least three Shareholders present in person or represented by proxy; or~~

~~(c)~~

any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at such meeting; or

~~(d)~~

any Shareholder or Shareholders present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right.

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~~34.2~~

~~33.2~~ Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Shareholders are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

~~34.3~~

~~33.3~~ A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

~~34.4~~

~~33.4~~ Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Shareholders or proxy holders appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman.

~~35.~~

~~34.~~ ~~Voting by Joint Holders of Shares~~

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Shareholders.

~~36.~~ ~~35.~~ ~~Instrument of Proxy~~

~~36.1~~

~~35.1~~ ~~An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept:~~

~~Proxy~~

~~• (the “Company”)~~

I/We, [insert names here], being a Shareholder of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Shareholders to be held on the [ ] day of [ ], 201[ ] and at any adjournment thereof. (Any restrictions on voting to be inserted here).

~~Signed this [ ] day of [ ], 201[ ]~~

~~Shareholder(s)~~

~~36.2~~

~~35.2~~ The instrument appointing a proxy must be received by the Company at the Registered Office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid.

~~36.3~~

~~35.3~~ ~~A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.~~

~~36.4~~

~~35.4~~ ~~The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.~~

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~~37.~~

~~36.~~ ~~Representation of Corporate Shareholder~~

~~37.1~~

~~36.1~~ A corporation which is a Shareholder may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Shareholder, and that Shareholder shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

~~37.2~~

~~36.2~~ Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Shareholder.

~~38.~~

~~37.~~ ~~Adjournment of General Meeting~~

~~38.1~~

~~37.1~~ ~~The chairman of a general meeting may, with~~imposed, without the consent of ~~the Shareholders at any general meeting at which~~ a ~~quorum is present,~~participant, and ~~shall if so directed by the meeting, adjourn the meeting.~~

~~38.2~~

~~37.2~~ ~~In addition, the chairman of a general meeting may adjourn the meeting to another time and place without such consent or direction if it appears to him that:~~

~~(a)~~

~~it is likely to be impracticable to hold or continue that meeting because of the number of Shareholders wishing to attend who are not present; or~~

~~(b)~~

~~the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or~~

~~(c)~~

~~an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.~~

~~38.3~~

~~37.3~~ Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with these Bye-laws.

~~39.~~

~~38.~~ ~~Written Resolutions~~

~~39.1~~

~~38.1~~ Subject to these Bye-laws, anything which may be done by resolution of the Company in a general meeting or by resolution of a meeting of any class of the Shareholders may, without a meeting, be done by written resolution in accordance with this Bye-law.

~~39.2~~

~~38.2~~ Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Shareholders who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Shareholder does not invalidate the passing of a resolution.

~~39.3~~

~~38.3~~ A written resolution is passed when it is signed by, or in the case of a Shareholder that is a person, on behalf of, the Shareholders who at the date that the notice is given represent not less than the minimum number of votes that would be required to authorize or take such action if the resolution was voted on at a meeting of Shareholders at which all Shareholders entitled to attend and vote thereat were present and voting.

~~39.4~~

~~38.4~~ ~~A resolution in writing may be signed in any number of counterparts~~

~~39.5~~

~~38.5~~ A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Shareholders, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Shareholders voting in favour of a resolution shall be construed accordingly.

~~39.6~~

~~38.6~~ ~~A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.~~

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~39.7~~

~~38.7~~ ~~This Bye-law shall not apply to:~~

~~(a)~~

~~a resolution passed to remove an Auditor from office before the expiration of his term of office; or~~

~~(b)~~

~~a resolution passed for the purpose of removing a Director before the expiration of his term of office.~~

~~39.8~~

~~38.8~~ For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Shareholder that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Shareholder whose signature results in the necessary voting majority being achieved and any reference in any Bye-law(subject to the ~~date~~requirements of ~~passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.~~

~~40.~~

~~39.~~ ~~Directors Attendance at General Meetings~~

~~The Directors shall be entitled to receive notice of, attend,~~Sections 3.2 and ~~be heard at any general meeting.~~

~~DIRECTORS AND OFFICERS~~

~~41.~~

~~40.~~ ~~Election of Directors~~

~~41.1~~

~~40.1~~ ~~The Board of Directors shall be elected at the annual general meeting or at a special general meeting called for such purpose in accordance with the terms of these Bye-Laws~~;~~provided~~, ~~however, that the appointment and election of Directors shall at all times be subject~~8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the ~~Shareholders’ Agreement~~.

limitations set forth in Section 3.2.

~~41.2~~

~~40.2~~8.6.5 ~~As at~~Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Company under any award granted under this Plan prior to the effective date of ~~adoption of these Bye-laws, the Board shall consist of seven Directors~~such change. Changes, settlements and ~~thereafterThe Board~~ ~~shall consist of such number of Directors being not less than seven but not more than eleven as shall be determined from time to time~~other actions contemplated by ~~resolution of the Board.~~

~~41.3~~

~~40.3~~ Where the number of persons validly proposed for re-election or election as a Director is greater than the number of Directors to be elected, the persons receiving the most votes (up to the number of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes castSection 7 shall not be ~~a prerequisite~~deemed to ~~the election~~constitute changes or amendments for purposes of ~~such Directors.~~

this Section 8.6.

~~41.4~~8.7

~~40.4~~ Privileges of Share Ownership~~At any general meeting,~~ ~~but in any case, subject to~~. Except as otherwise expressly authorized by the ~~Shareholders’ Agreement,~~ ~~the Shareholders may authorise the Board to fill any vacancy in their number left unfilled at~~Administrator, a ~~general meeting.~~

~~41.5~~

~~40.5~~ ~~A resolution for the appointment of two or more persons as Directors by a single resolution~~participant shall not be ~~moved at~~entitled to any ~~general meeting unless a resolution that it shall be so moved has first been agreed~~privilege of share ownership as to any Ordinary Shares not actually delivered to and held of record by the ~~meeting without any vote being given against it and any resolution moved in contravention~~participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of ~~this position shall be void.~~delivery.

~~41.6~~8.8

~~40.6~~ ~~Notwithstanding the foregoing provisions of this~~ ~~Bye-law 4~~Governing Law; Construction; Severability01~~, a Director may also be appointed or elected pursuant to the special rights that may be designated by the Board in respect of any issued Preference Shares pursuant to~~ ~~Bye-law 2~~.

~~42.~~

~~41.~~ ~~No Share Qualification~~

~~A Director shall not be required to hold any shares in the capital of the Company by way of qualification.~~

~~43.~~

~~42.~~ ~~Term of Office of Directors~~

The Directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing them into three (3) classes, to be known as “Class I,” “Class II” and “Class III”, with each class to be apportioned as nearly equal in number as possible. Directors of Class I shall hold office until the next annual general meeting after the effectiveness of these Bye-laws, Directors of Class II shall hold office until the second annual general meeting after such effectiveness, and Directors of Class III shall hold office until the third annual general meeting after such effectiveness; ~~provided~~, that the term of each Director shall continue until the election and qualification of a successor and be subject to such Director’s earlier death, resignation or removal. At each annual general meeting following such effectiveness, successors to the Directors of the class whose term of

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

office expires at such annual meeting shall be elected to hold office until the third succeeding annual general meeting, so that the term of office of only one class of Directors shall expire at each annual general meeting. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent director.

~~44.~~

~~43.~~ ~~Removal of Directors~~

~~44.1~~8.8.1

~~43.1~~ Choice of Law~~Subject to any provision to~~. This Plan, the ~~contrary in these Bye-laws~~ ~~or the Shareholders’ Agreement, the Shareholders entitled to vote for the election of Directors may, at any general meeting convened~~awards, all documents evidencing awards and ~~held~~all other related documents shall be governed by, and construed in accordance with ~~these Bye-laws, remove~~the laws of Bermuda.

8.8.2 Severability. If a court of competent jurisdiction holds any ~~one or more Directors, with or without cause by affirmative vote~~provision invalid and unenforceable, the remaining provisions of ~~at least a majority~~this Plan shall continue in effect.

8.8.3 Plan Construction.

(a) Rule 16b-3. It is the intent of the ~~votes cast~~Company that the awards and transactions permitted by awards be interpreted in a manner that, in the ~~event~~case of ~~an equality of votes the resolution shall fail, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement~~participants who are or may be subject to Section 16 of the ~~intention so~~Exchange Act, qualify, to ~~do and be served on such Director not less than 14 days before~~ the ~~meeting and at such meeting~~maximum extent compatible with the ~~Director shall be entitled to be heard on~~express terms of the ~~motion~~award, for ~~such Director’s removal.~~ exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, ~~with respect~~the Company shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.

8.9

Captions. Captions and headings are given to the ~~removal~~sections and subsections of this Plan solely as a ~~Director designated by an Existing Holder pursuant~~convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the ~~terms~~construction or interpretation of ~~the Shareholders’ Agreement, such Existing Holder may remove and replace~~this Plan or any ~~Director appointed by it at its sole election, with or without cause, in accordance with Section 6 of the Shareholders’ Agreement.~~provision thereof.

~~44.2~~8.10

~~43.2~~ ~~If a Director is removed from the Board under this Bye-law,~~ ~~except as otherwise provided~~Share-Based Awards in ~~the Shareholders’ Agreement,~~ ~~the Shareholders may fill the vacancy at the meeting at which such Director is removed. In the absence of such election~~Substitution for Options or ~~appointment, the Board may fill the vacancy.~~

~~45.~~

~~44.~~ ~~Vacancy in the Office of Director~~

~~45.1~~

~~44.1~~ ~~The office of Director shall be vacated if the Director:~~

~~(a)~~

~~is removed from office pursuant to~~ ~~Bye-law 4~~34 ~~or is prohibited from being a Director~~Awards Granted by ~~law;~~

~~(b)~~

~~is or becomes bankrupt or insolvent;~~

~~(c)~~

~~is or becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated, or dies; or~~

~~(d)~~

~~resigns his office by notice to the Company.~~

~~45.2~~Other Company

~~44.2~~ ~~Subject to~~ ~~Bye-laws 4~~34~~.2, 4~~45.3 ~~and the terms of the Shareholders’ Agreement, any vacancy on the Board arising (i) in accordance with~~ ~~Bye-law 4~~45.1~~, (ii) as a result of an increase in the number of Directors pursuant to~~ ~~Bye-law 4~~01.2 ~~or (iii) otherwise,~~. Awards may be ~~filled only~~granted to Eligible Persons in substitution for or in connection with an assumption of employee options, SARs, restricted shares or other share-based awards granted by ~~a majority of the Directors then~~other entities to persons who are or who will become Eligible Persons in office. Any Director of any class elected to fill a vacancy resulting from an increase in the number of Directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any Director elected to fill a vacancy not resulting from an increase in the number of Directors shall have the same remaining term as that of his or her predecessor.

~~45.3~~

~~44.3~~ ~~Subject to the terms of the Shareholders Agreement, if~~If ~~no quorum of Directors remains, the Shareholders in a general meeting shall have the power to appoint any person as a Director to fill a vacancy.~~

~~46.~~

~~45.~~ ~~Directors to Manage Business~~

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~47.~~

~~46.~~ ~~Powers of the Board of Directors~~

~~The Board may:~~

~~(a)~~

~~appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;~~

~~(b)~~

exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligationrespect of the Company or ~~any third party;~~

~~(c)~~

~~appoint~~ one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

~~(d)~~

appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

~~(e)~~

by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

~~(f)~~

~~procure that the Company pays all expenses incurred in promoting and incorporating the Company;~~

~~(g)~~

designate one or more committees, such committee or committees to have such name or names as may be determined from time to time by resolution adopted by the Board, and each such committee to consist of one or more Directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers of the Board as may be delegated to such committee in the management of the business and affairs of the Company; ~~provided further~~ that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time;

~~(h)~~

~~delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;~~

~~(i)~~

~~present any petition and make any application in connection with the liquidation or reorganisation of the Company;~~

~~(j)~~

~~in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and~~

~~(k)~~

authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

~~48.~~

~~47.~~ ~~Fees, Gratuities And Pensions~~

~~48.1~~

~~47.1~~ The ordinary remuneration of the Directors office for their services (excluding amounts payable under any other provision of these Bye-laws) shall be determined by the Board and each such Director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board. Each Director may be paid his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to

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these Bye-laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.

~~48.2~~

~~47.2~~ ~~In addition to its powers under~~ ~~Bye-law 4~~78.1 the Board may (by establishment of or maintenance of schemes or otherwise) provide additional benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Director or employee of the Company or any of its subsidiaries or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

~~48.3~~

~~47.3~~ No Director or former Director shall be accountable to the Company or the Shareholders for any benefit provided pursuant to this Bye-law and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.

~~49.~~

~~48.~~ ~~Register of Directors and Officers~~

The Secretary shall establish and maintain a Register of the Directors and Officers of the Company as required by the Act. The Register of the Directors and Officers shall be open to inspection without charge at the Registered Office of the Company on every Business Day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each Business Day be allowed for inspection. The Register of the Directors and Officers may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

~~50.~~

~~49.~~ ~~Appointment of Officers~~

~~The Board may appoint such officers (who may or may not be Directors) as the Board may determine.~~

~~51.~~

~~50.~~ ~~Appointment of the Observers~~

The Board shall designate the chief executive officer as a non-voting observer (the “CEO Observer”) to be present at all meetings of the Board and all committees thereof (other than the audit committee and executive sessions of the Board and any committee thereof). The Company shall give the CEO Observer the same notice and information with respect to meetings of the Board and all committees thereof (other than the audit committee and executive sessions of the Board and any committee thereof). The Board shall designate the TPG Observer as a non-voting observer to be present at all meetings of the Board and all committees thereof (other than the audit committee) and the TPG Observer shall have such other rights as provided in, and subject to the terms of, the Shareholders’ Agreement.

~~52.~~

~~51.~~ ~~Appointment of Secretary and Resident Representative~~

The Secretary and Resident Representative, if necessary, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary so appointed may be removed by the Board.

~~53.~~

~~52.~~ ~~Duties of Officers~~

~~The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.~~

~~54.~~

~~53.~~ ~~Duties of the Secretary~~

~~The duties of the Secretary shall be those prescribed by the Act together with such other duties as shall from time to time be prescribed by the Board.~~

~~55.~~

~~54.~~ ~~Remuneration of Officers~~

~~The Officers shall receive such remuneration as the Board may determine.~~

~~2019 Proxy Statement /~~ ~~B-30~~

~~TABLE OF CONTENTS~~

~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~56.~~

~~55.~~ ~~Conflicts of Interest~~

~~56.1~~

~~55.1~~ Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise a Director or Director’s firm, partner or company to act as Auditor to the Company.

~~56.2~~

~~55.2~~ ~~A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.~~

~~56.3~~

~~55.3~~ Following a declaration being made pursuant to this Bye-law, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.

~~56.4~~

~~55.4~~ Subject to the Act and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer or has an interest in any business entity and is to be regarded as interested in any transaction or arrangement made with that business entity shall be sufficient declaration of interest in relation to any transaction or arrangement so made.

~~57.~~

~~56.~~ ~~Indemnification and Exculpation of Directors and Officers.~~

~~57.1~~

~~56.1~~ ~~To the fullest extent permitted by the Act, a Director shall not be liable to the Company or its Shareholders for breach of fiduciary duty as a Director.~~

~~57.2~~

~~56.2~~ ~~Without limitation of any right conferred by~~ ~~Bye-law 5~~67.1, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person is or was a Director, Officer or Resident Representative of the Company, or is or was serving at the request of the Company as a Director, Officer, Resident Representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity while serving as a Director, Officer, Resident Representative, employee or agent or in any other capacity while serving as a Director, Officer, Resident Representative, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, Officer or Resident Representative and shall inure to the benefit of the indemnitee’s heirs, testators, intestates, executors and administrators and Affiliates; ~~provided~~, ~~however, except as provided in~~ ~~Bye-law 5~~67.3 ~~with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee~~Subsidiaries, in connection with a ~~proceeding (or part thereof) initiated~~distribution, merger or other reorganization by ~~such indemnitee only if such proceeding (or part thereof) initiated by such indemnitee was authorized by~~or with the ~~Board. The right to indemnification conferred in this~~ ~~Bye-law 5~~67 ~~shall be a contract right and shall include~~granting entity or an affiliated entity, or the ~~right to be paid~~acquisition by the Company ~~the expenses incurred in defending any such proceeding in advance~~or one of its ~~final disposition (hereinafter an “advancement~~Subsidiaries, directly or indirectly, of ~~expenses”);~~ ~~provided~~, ~~however, that, if the Act requires, an advancement of expenses incurred by an indemnitee in his capacity as~~all or a Director, Officer or Resident Representative shall be made only upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Bye-law or otherwise.

~~57.3~~

~~56.3~~ ~~If a claim under~~ ~~Bye-law 5~~67.2 is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amountsubstantial part of the ~~claim. If successful in whole~~shares or ~~in part in any~~assets of the employing

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of any undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking the Company shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Act. Neither the failure of the Company (including the Board, independent legal counsel, or the Shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Company, nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Bye-law or otherwise shall be on the Company.

~~57.4~~

~~56.4~~ ~~The rights to indemnification and to the advancement of expenses conferred in this~~ ~~Bye-law 5~~67 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, from or through the Company, agreement, vote of Shareholders or disinterested Directors or otherwise.

~~57.5~~

~~56.5~~ The Company may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a Director, Officer, Resident Representative, employee or agent of the Company or any person who is or was serving at the request of the Company as a director, officer, resident representative, employer or agent of another company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act.

~~58. Business Opportunities of the Company~~

~~58.1~~

Subject to any express agreement that may from time to time be in effect, (x) any Director or Officer who is also an officer, director, employee, managing director or other affiliate of either Apollo Management VI, L.P. or any of its affiliates (“Apollo”), and/or TPG Capital, L.P. or any of its affiliates (“TPG”) and/or Genting Hong Kong Limited or any of its affiliates (“Genting”) (collectively, the “Managers”) and (y) the Managers and their affiliates, may, and shall have no duty not to, in each case on behalf of the Managers or their affiliates (the persons and entities in clauses (x) and (y), each a “Covered Manager Person”), to the fullest extent permitted by applicable law, (i) carry on and conduct, whether directly or indirectly, including as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder or member of any corporation or company, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company, (ii) do business with any client, customer, vendor or lessor of any of the Company or its affiliates, and (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the Act, the Company hereby renounces any interest or expectancy of the Company to participate in any business of the Managers or their affiliates, and waives any claim against a Covered Manager Person and shall indemnify a Covered Manager Person against any claim that such Covered Manager Person is liable to the Company or its Shareholders for breach of any fiduciary duty solely by reason of such person’s or entity’s participation in any such business.

~~58.2~~

In the event that a Covered Manager Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Manager Person, in his or her Apollo-related capacity or TPG-related capacity or Genting-related capacity, as the case may be, or Apollo or TPG or Genting, to the fullest extent permitted by applicable law, as the case may be, or its affiliates and (y) the Company, the Covered Manager Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company. To the fullest extent permitted by the Act, the Company hereby renounces any interest or expectancy of the Company in such

~~2019 Proxy Statement /~~ ~~B-32~~

~~TABLE OF CONTENTS~~

~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

corporate opportunity and waives any claim against each Covered Manager Person and shall indemnify a Covered Manager Person against any claim, that such Covered Manager Person is liable to the Company or its Shareholders for breach of any fiduciary duty solely by reason of the fact that such Covered Manager Person (i) pursues or acquires any corporate opportunity for its own account or the account of any affiliate, (ii) directs, recommends, sells, assigns, or otherwise transfers such corporate opportunity to another person or (iii) does not communicate information regarding such corporate opportunity to the Company, provided, however, in each case, that any corporate opportunity which is expressly offered to a Covered Manager Person in writing solely in his or her capacity as an officer or Director shall belong to the Company.

~~58.3~~

~~Any person or entity purchasing or otherwise acquiring any interest in any shares in the capital of the Company shall be deemed to have notice of and to have consented to the provisions of this~~ ~~Bye-law 58~~.

~~58.4~~

~~This~~ ~~Bye-law 58may not be amended, modified or repealed without the prior written consent of each of the Managers.~~

~~MEETINGS OF THE BOARD OF DIRECTORS~~

~~59.~~

~~57.~~ ~~Board Meetings~~

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

~~60.~~

~~58.~~ ~~Notice of Board Meetings~~

~~A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director~~,~~and~~ ~~the CEO Observer~~ ~~and the TPG Observer~~ ~~if it is given to such Director~~ or, ~~the CEO Observer~~ ~~or the TPG Observer, as the case may be, orally (including in person or by telephone) or otherwise communicated or sent to such Director~~ or, ~~the CEO Observer~~ ~~or the TPG Observer, as the case may be, by post, electronic means or other mode of representing words in a visible form at such Director’s or~~, ~~the CEO Observer’s~~ ~~or the TPG Observer’s, as the case may be, last known address or in accordance with any other instructions given by such Director~~ or, ~~the CEO Observer~~ ~~or the TPG Observer, as the case may be, to the Company for this purpose.~~

~~61.~~

~~59.~~ ~~Electronic Participation in Meetings~~

~~Directors~~ ~~and~~, ~~the CEO Observer~~ ~~and the TPG Observer~~ may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

~~62.~~

~~60.~~ ~~Quorum at Board Meetings~~

~~Subject to the terms of the Shareholders’ Agreement, t~~T~~he quorum necessary for the transaction of business at a meeting of the Board shall be the presence of a majority of Directors on the Board from time to time.~~

~~63.~~ ~~61.~~ ~~Board to Continue in the Event of Vacancy~~

The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.

~~64.~~

~~62.~~ ~~Chairman to Preside~~

Unless otherwise agreed by a majority of the Directors attending, the Chairman of the Company, if there be one, shall act as chairman at all meetings of the Board at which such person is present. In the absence of the Chairman of the Company, a chairman shall be appointed or elected by the Directors present at the meeting.

~~B-33~~ /

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~65.~~

~~63.~~ ~~Written Resolutions~~

A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.

~~66.~~

~~64.~~ ~~Validity of Prior Acts of the Board~~

No regulation or alteration to these Bye-laws made by the Company in an annual general meeting or a special general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

~~CORPORATE RECORDS~~

~~67.~~

~~65.~~ ~~Minutes~~

~~The Board shall cause minutes to be duly entered in books provided for the purpose:~~

~~(a)~~

~~of all elections and appointments of Officers;~~

~~(b)~~

~~of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and~~

~~(c)~~

of all resolutions and proceedings of annual general meetings and special general meetings of the Shareholders, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

~~68.~~

~~66.~~ ~~Place Where Corporate Records Kept~~

~~Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the Registered Office of the Company.~~

~~69.~~

~~67.~~ ~~Form and Use of Seal~~

~~69.1~~

~~67.1~~ ~~The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.~~

~~69.2~~

~~67.2~~ A seal may, but need not, be affixed to any deed, instrument, share certificate or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.

~~69.3~~

~~67.3~~ ~~A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.~~

~~ACCOUNTS~~

~~70.~~

~~68.~~ ~~Books of Account~~

~~70.1~~

~~68.1~~ ~~The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:~~

~~(a)~~

~~all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;~~

~~(b)~~

~~all sales and purchases of goods by the Company; and~~

~~(c)~~

~~all assets and liabilities of the Company.~~

~~70.2~~

~~68.2~~ Such records of account shall be kept at the Registered Office of the Company, or subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

~~2019 Proxy Statement /~~ ~~B-34~~

~~TABLE OF CONTENTS~~

~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~71.~~

~~69.~~ ~~Financial Year End~~

~~The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31~~st ~~December in each year.~~

~~AUDITS~~

~~72.~~

~~70.~~ ~~Annual Audit~~

~~Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.~~

~~73.~~

~~71.~~ ~~Appointment of Auditor~~

~~73.1~~

~~71.1~~ Subject to the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Shareholders shall be appointed by them as Auditor of the accounts of the Company.

~~73.2~~

~~71.2~~ ~~The Auditor may be a Shareholder but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.~~

~~74.~~

~~72.~~ ~~Remuneration of Auditor~~

~~Save in the case of an Auditor appointed pursuant to~~ ~~Bye-law 7~~880~~, the remuneration of the Auditor shall be fixed by the Company in a general meeting or in such manner as the Shareholders may determine. In the case of an Auditor appointed pursuant to~~ ~~Bye-law 7~~880~~, the remuneration of the Auditor shall be fixed by the Board.~~

~~75.~~

~~73.~~ ~~Duties of Auditor~~

~~75.1~~

~~73.1~~ The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.

~~75.2~~

~~73.2~~ The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

~~76.~~

~~74.~~ ~~Change to the Company’s Auditors~~

~~No change to the Company’s Auditors may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a Resolution.~~

~~77.~~

~~75.~~ ~~Access to Records~~

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.

~~78.~~

~~76.~~ ~~Financial Statements~~

Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Shareholders in a general meeting. A resolution in writing made in accordance with ~~Bye-law 3~~89 ~~receiving, accepting, adopting, approving or otherwise acknowledging financial statements shall be deemed to be the laying of such statements before the Shareholders in a general meeting.~~

~~79.~~

~~77.~~ ~~Distribution of Auditor’s Report~~

~~The report of the Auditor shall be submitted to the Shareholders in a general meeting.~~

~~B-35~~ /

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~~APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS~~

~~80.~~

~~78.~~ ~~Vacancy in the Office of Auditor~~

~~The Board may fill any casual vacancy in the office of the Auditor, such Auditor to act until the next annual general meeting.~~

~~VOLUNTARY WINDING-UP AND DISSOLUTION~~

~~81.~~

~~79.~~ ~~Winding-Up~~

If the Company shall be wound up the liquidator may, with the sanction of a Resolution, divide amongst the Shareholders in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Shareholders as the liquidator shall think fit, but so that no Shareholder shall be compelled to accept any shares or other securities or assets whereon there is any liability.

~~CHANGES TO CONSTITUTION~~

~~82.~~

~~80.~~ ~~Changes to Bye-laws~~

~~No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a Resolution~~; ~~provided~~,~~thatin no event shall any action be permitted to be taken pursuant to this~~ ~~Bye-law 82~~ ~~that would affect any of the rights or obligations of any Existing Holder under the Shareholders’ Agreement without the prior written consent of such Existing Holder~~.

~~83.~~

~~81.~~ ~~Changes to the Memorandum of Association~~

~~No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a Resolution~~; ~~provided~~, ~~that~~ ~~in no event shall any action be permitted to be taken pursuant to this~~ ~~Bye-law 83~~ ~~that would affect any of the rights or obligations of any Existing Holder under the Shareholders’ Agreement without the prior written consent of such Existing Holder~~.

~~84.~~

~~82.~~ ~~Discontinuance~~

~~The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.~~

~~2019 Proxy Statement /~~ ~~B-36~~

TABLE OF CONTENTS

APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN

~~SCHEDULE I~~entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Ordinary Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

~~[Attached Agreed Form Shareholders’ Agreement]~~8.11

Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to Ordinary Shares, under any other plan or authority.

8.12

No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the capital shares (or the rights thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Subsidiary, as a result of any such action.

8.13

Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Company or its Subsidiaries.

8.14

Clawback Policy. The awards granted under this Plan are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any Ordinary Shares or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).

~~B-37~~ 2021 Proxy Statement / B-11

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E76160-P22407 For Against Abstain ! ! ! ! ! ! ! ! ! 2. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers 3. Approval of the amendment and restatement of our bye-laws to delete obsolete provisions 1a. Frank J. Del Rio 1b. Chad A. Leat 1c. Steve Martinez 1. Election of Class III Directors The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR proposals 2, 3 and 4. NORWEGIAN CRUISE LINE HOLDINGS LTD. Nominees: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1d. Pamela Thomas-Graham ! ! ! ! ! ! ! ! ! For Against Abstain For Against Abstain 4. Ratification of the appointment of PricewaterhouseCoopers ! ! ! LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2019 and the determination of PwC’s remuneration by our Audit Committee NORWEGIAN CRUISE LINE HOLDINGS LTD. 7665 CORPORATE CENTER DRIVE MIAMI, FL 33126 Vote 24 Hours a Day, 7 Days a Week by Internet, Telephone or Mail. 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 Daylight Time the day before the 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 Daylight Time the day before the 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.

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PRELIMINARY COPY

E76161-P22407 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to Be Held on June 13, 2019: Our Proxy Statement and our 2018 Annual Report to Shareholders are available electronically at www.nclhltdinvestor.com or at www.proxyvote.com. NORWEGIAN CRUISE LINE HOLDINGS LTD. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2019 The undersigned hereby appoints Mark A. Kempa and Faye Ashby, and each of them, as proxies for the undersigned, each with full power of substitution and with the authority in each to act in the absence of the other, to represent and to vote on behalf of the undersigned all the ordinary shares of Norwegian Cruise Line Holdings Ltd. which the undersigned is entitled to vote if personally present at the Annual General Meeting of Shareholders, to be held on June 13, 2019, and at any postponement or adjournment thereof, upon the proposals listed on the reverse side and all other matters coming before the meeting. The proposals listed on the reverse side are described in the Proxy Statement for the Annual General Meeting of Shareholders, which is being furnished to all shareholders of record as of the close of business on April 1, 2019. This proxy, when properly signed and returned, will be voted in the manner directed herein by the undersigned shareholder. If this proxy is properly signed and returned but no direction is given, this proxy will be voted “FOR” each of the nominees named in Proposal 1 and “FOR” each of Proposals 2, 3 and 4. Whether or not direction is made, each of the proxies is authorized to vote in his or her discretion on such other business as may properly come before the Annual General Meeting of Shareholders or any postponement or adjournment thereof. YOUR VOTE IS IMPORTANT! PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOU CHOOSE TO VOTE THESE ORDINARY SHARES BY TELEPHONE OR INTERNET, YOU DO NOT NEED TO RETURN THIS PROXY CARD. Continued and to be signed on reverse side [MISSING IMAGE: tm217574d2-pc_02norwegbw.jpg]

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		How to Vote in Advance
		Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand:
					By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
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					By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

	PROXY SUMMARY			1

	PROPOSAL 1 — ELECTION OF DIRECTORS			76
	General			76
	Directors Standing for Election			87
	Board Recommendation			109
	Directors Continuing in Office			1110

	CORPORATE GOVERNANCE			1516
	Shareholder Engagement			1516
	Governance, Compensation and ~~Compensation~~ESG Enhancements			1617
	Board Diversity			1718
	Board of Directors			1719
	Board Committees			1820
	The Nomination Process			2022
	Director Independence			2123
	Board and Committee Evaluations			2123
	Board Risk Oversight			2224
	Our Culture			2325
	Succession Planning			2426
	Hedging, Pledging and Short Sale Prohibitions			2427
	Code of Ethical Business Conduct			2427
	Corporate Governance Materials			2427
	Communicating with the Board			2527

	DIRECTOR COMPENSATION			2628
	~~2018~~2020 Director Compensation Program			2628
	~~2018~~2020 Director Compensation			2729

	PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			2931
	Board Recommendation			2931

	EXECUTIVE COMPENSATION			3032
	Compensation Discussion and Analysis			3032

	COMPENSATION COMMITTEE REPORT			4146

	EXECUTIVE COMPENSATION TABLES			4247
	~~2018~~2020 Summary Compensation ~~Table~~			42
	~~Grants of Plan-Based Awards in 2018 Table~~			44
	~~Outstanding Equity Awards at December 31, 2018 Table~~			46
	~~Option Exercises and Stock Vested in 2018~~ Table			47
	Grants of Plan-Based Awards in 2020 Table			49
	Outstanding Equity Awards at December 31, 2020 Table			51
	Option Exercises and Stock Vested in 2020 Table			52
	Employment Agreements for NEOs — Salary, ~~and~~ Annual Cash Performance Incentive Opportunity and Equity			4853
	Potential Payments Upon Termination or Change in Control			4954
	Compensation Committee Interlocks and Insider Participation			5358


	PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN			63
	General			63
	Key Features of the Plan			64
	Summary Description of the Plan			64
	U.S. Federal Income Tax Consequences of Awards Under the Plan			67
	Specific Benefits Under the Plan			68
	Potential Dilution			68
	Aggregate Equity Awards Previously Granted Under the Plan			70
	Vote Required for Approval of Amendment to 2013 Performance Incentive Plan			71
	Board Recommendation			71

	PROPOSAL 45 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5672
	Board Recommendation			5672

	AUDIT COMMITTEE REPORT			5773

	SHARE OWNERSHIP INFORMATION			5874
	Security Ownership of Certain Beneficial Owners and Management			58
	~~Section 16(a) Beneficial Ownership Reporting Compliance~~			6074

	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			6176
	Review and Approval of Related Party Transactions			6176
	Relationships and Transactions			6176

	ABOUT THE ANNUAL GENERAL MEETING AND VOTING			6277
	Who may vote?			6277
	What do I do if I am a shareholder of record?			6277
	What do I do if I am a beneficial owner?			6277
	What are the requirements to attend the Annual General Meeting?			6277
	How do I vote?			6378
	How will my shares be voted?			6479
	What matters will be presented?			6479
	What constitutes a quorum?			6480
	What is the vote required for proposals on the agenda?			6580
	Can I revoke a proxy?			6581
	Who can help answer my questions?			81
	Presentation of Financial Statements			6681
	Terms Used in this Proxy Statement			6681
	Cautionary Statement Concerning Forward-looking Statements and Website References			82
	Solicitation of Proxies			6683
	Delivery of Documents to Shareholders Sharing an Address			6683
	Annual Report on Form 10-K			6784
	Important Information and Dates Related to the ~~2020~~2022 Annual General Meeting			6784

	APPENDIX A — ~~NON-GAAP FINANCIAL MEASURES~~ ~~AND RECONCILIATIONS~~MEMORANDUM OF INCREASE OF AUTHORIZED SHARE CAPITAL			A-1

	APPENDIX B — ~~PROPOSED AMENDED AND RESTATED BYE-LAWS~~AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN			B-1

				Travel, leisure & entertainment industries			5/~~10~~9
				Executive leadership			~~9/10~~8/9
				Global operations & strategy			6/~~10~~9
				Financial			~~6/10~~5/9
				Public company			5/~~10~~9
				Maritime			3/~~10~~9
				Sales & marketing			3/~~10~~9

				Independent Board chairperson
				Fully independent Board committees
				Focus on Board refreshment, with 3 of 109 directors appointed ~~in the last 3 years~~since January 2017
				Board is ~~30%~~1/3 female, 1/3 URM and ~~60%~~55.5% diverse, with two of these directors serving in Board leadership positions
				Independent directors meet regularly in executive session
				All directors attended at least 75% of meetings held
				Shareholder ability to call special meetings
				Shareholder ability to act by written consent
				Majority voting for directors
				Robust Board risk oversight process
				Annual Board and committee self-evaluations
				Annual vote on named executive officer compensation
				Share ownership policy for directors and executive officers
				Comprehensive clawback policy
				Prohibition on hedging and short sales of NCLH securities by directors and senior officers
				Prohibition on pledging of NCLH shares by directors and senior officers~~(1)~~
				No poison pill

	~~CHAD A. LEAT~~ ~~Former Vice Chairman of Global~~ ~~Banking, Citigroup Inc.~~			Mr. Leat brings to our Board financial and strategic expertise from his nearly 30-year career on Wall Street in capital markets and banking. His significant tenure as an executive with global responsibilities and related risk-oversight responsibilities informs his work as the Chairperson of our Audit Committee. His extensive knowledge of finance provides him with unique insights to our Company’s strategic planning and finances. Additionally, his position on other audit committees enhances his understanding of accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions. ~~Experience~~ • ~~Retired in 2013 as Vice Chairman of Global Investment Banking, Citigroup Inc.~~ • ~~Global Head of Loans and Leveraged Finance, Citigroup Inc.: 1998 until 2005~~ • ~~Joined Salomon Brothers in 1997 as a partner in High Yield Capital Markets, which became Citigroup Inc. in 1998~~ • Began his career on Wall Street at The Chase Manhattan Corporation in its Capital Markets Group in 1985 where he ultimately became the head of its Syndications, Structured Sales and Loan Trading businesses ~~Current Public Company Boards~~ • ~~Chairman of the Audit Committee, TPG Pace Holdings Corp. (NYSE:TPGH)~~ ~~Past Public Company Boards~~ • ~~Chairman of the Audit Committee, TPG Pace Energy Holdings Corp.~~ • ~~Chairman of the Audit Committee, Pace Holdings Corp.~~ • ~~Global Indemnity plc~~ ~~Current Private Company Boards~~ • ~~Chairman, MidCap Financial, PLC, a middle-market direct commercial lending business~~ • ~~Chairman, J. Crew Operating Corp.~~ ~~Past Private Company Boards~~ • ~~Chairman of the Audit Committee, BAWAG P.S.K.~~ • ~~Chairman, HealthEngine LLC~~ ~~Education~~ • ~~B.S., University of Kansas~~
	~~Age: 63~~ ~~Director Since: November 2015~~ ~~Independent Director~~ ~~Committees:~~ • ~~Audit (Chair)~~ • ~~Compensation~~ ~~Favorite Destination: Cuba~~

~~STEVE MARTINEZ~~ ~~Senior Partner, Private Equity and Head of Asia Pacific, Apollo~~	Mr. Martinez provides our Board with insights gained throughout his over 20-year career analyzing and investing in public and private companies. Through his tenure on our Board and participation in the diligence of Apollo’s prior investments in both our Company and Prestige, Mr. Martinez has gained a significant understanding of the cruise industry and the fundamentals of our operations. He also has significant experience serving on other boards. ~~Experience~~ • ~~Senior Partner, Private Equity and Head of Asia Pacific, Apollo, one of the world’s largest alternative investment managers: 2000 – Present~~ • ~~Member of the Mergers and Acquisitions department, Goldman, Sachs~~Travel, leisure & ~~Co., with responsibilities in merger structure negotiation and financing~~ entertainment industries	5/9	• ~~Bain & Company Tokyo, advised U.S. corporations on corporate strategies in Japan~~ ~~Past Public Company Boards~~ • ~~Rexnord Corporation~~ • ~~Hughes Telematics~~ • ~~Goodman Global~~ • ~~Allied Waste Industries~~ • ~~Hayes-Lemmerz International~~ ~~Current Private Company Boards~~ • ~~Ventia Services Group Pty Limited, an Australian operations and facilities management services company~~ • ~~Clix Capital, an India-based financial services firm~~ • ~~Veritable Maritime, an owner of crude oil tankers~~ ~~Past Company Boards~~ • ~~Nine Entertainment Corporation, an Australia-based television broadcast and media company~~ • ~~Jacuzzi Brands~~ • ~~Prestige (prior to the Acquisition)~~ ~~Education~~ • ~~M.B.A., Harvard Business School~~ • ~~B.A., University of Pennsylvania~~ • ~~B.S., Wharton School of Business, University of Pennsylvania~~
~~Age: 50~~	Executive leadership	8/9	~~Director Since:~~
	Global operations & strategy	6/9
	Financial	5/9
	Public company	5/9
	Maritime	3/9
	Sales & marketing	3/9

				Independent Board chairperson
				Fully independent Board committees
				Focus on Board refreshment, with 3 of 9 directors appointed since January ~~2008~~2017
				Board is 1/3 female, 1/3 URM and 55.5% diverse, with two of these directors serving in Board leadership positions
				Independent directors meet regularly in executive session			~~Favorite Destination: Mediterranean~~
				All directors attended at least 75% of meetings held
				Shareholder ability to call special meetings
				Shareholder ability to act by written consent
				Majority voting for directors
				Robust Board risk oversight process
				Annual Board and committee self-evaluations
				Annual vote on named executive officer compensation
				Share ownership policy for directors and executive officers
				Comprehensive clawback policy
				Prohibition on hedging and short sales of NCLH securities by directors and senior officers
				Prohibition on pledging of NCLH shares by directors and senior officers
				No poison pill

	~~PAMELA THOMAS-GRAHAM~~ ~~Founder and Chief Executive Officer, Dandelion Chandelier LLC~~			Ms. Thomas-Graham provides our Board with experience cultivated over 20 years of serving in executive leadership roles. She also offers expertise in marketing, brand management and human capital development. From her significant tenure as a public company director, she is also able to share with our Board insights gained from her experience overseeing corporate governance, financial reporting and controls, risk management, business strategies and operations of other companies. Ms. Thomas-Graham was identified for consideration by our Nominating and Governance Committee to serve as a director through an independent director on our Board. ~~Experience~~ • ~~Founder and Chief Executive Officer, Dandelion Chandelier LLC, a private digital media enterprise focused on global luxury: August 2016 – Present~~ • ~~Chair, New Markets, Credit Suisse Group AG, a global financial services company: October 2015 to June 2016~~ • ~~Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets, and member of the Executive Board, Credit Suisse: January 2010 to October 2015~~ • ~~Managing director in the private equity group at Angelo, Gordon & Co.: 2008 to 2009~~ • ~~Group President, Liz Claiborne, Inc.: 2005 to 2007~~ • ~~Chairman, President, and Chief Executive Officer, CNBC: 2001 to 2005~~ • ~~Executive Vice President, NBCUniversal~~ • ~~President and Chief Executive Officer, CNBC.com~~ • ~~Began her career at McKinsey & Company, a global consulting firm, in 1989, and became the firm’s first African-American female partner in 1995~~ ~~Current Public Company Boards~~ • ~~The Clorox Company (NYSE: CLX), Lead Independent Director and member of the Nominating Corporate Governance and Corporate Responsibility Committee~~ • ~~The Bank of N.T. Butterfield & Son Limited (NYSE: NTB), member of Audit and Nominating and Governance Committees~~ ~~Current Private Company Boards~~ • ~~Peloton Interactive, Inc.~~ ~~Education~~ • ~~J.D., Harvard University~~ • ~~M.B.A., Harvard University~~ • ~~B.A. in Economics, Harvard University~~
	~~Age: 55~~ ~~Director Since: April 2018~~ ~~Independent Director~~ ~~Committees:~~ • ~~Audit~~ • ~~TESS~~ ~~Favorite Destination: Alaska~~

	DAVID M. ABRAMS ~~Head of Investments and Strategy,~~Chief Investment Officer, Harris Blitzer Sports and Entertainment Age: 54 Director Since: April 2014 Independent Director Committees: • Nominating & Governance (Chair) Favorite NCLH Restaurant: Prime 7			Mr. Abrams shares over 2024 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets. Experience • ~~Head of Investments and Strategy,~~Chief Investment Officer, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: November 2018 – Present • Senior Managing Director, Cerberus European Capital Advisors, LLP, a private investment firm: January 2016 to– March 2018 • Partner, Apollo Global Management, LLC, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 ~~until~~– 2015 • ~~Acquired and became the Chairman~~Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present • Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present • Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 ~~through~~– 2007 • Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loans portfolios and distressed assets: 2004 ~~through~~– 2007 • Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 ~~through~~– 2004 • Associate/Vice President, Argosy Group, a boutique corporate restructuring firm • Analyst, Investment Banking Division, Bear Stearns & Co.: 1989 Current Public Company Boards • Cansortium Inc. (CSE listed) Current Private Company Boards • Keemotion SPRL Education • B.S. in Economics, Wharton School of Business, University of Pennsylvania
	~~Age: 52~~ ~~Director Since: April 2014~~ ~~Independent Director~~ ~~Committees:~~ • ~~Nominating & Governance (Chair)~~ ~~Favorite Destination: Hawaii~~

	JOHN W. CHIDSEY ~~Former Chairman and~~ Chief Executive Officer, ~~Burger King~~Subway Restaurants Age: 58 Director Since: April 2013 Independent Director Committees: • Compensation (Chair) • Audit Favorite NCLH Restaurant: Cagney’s Steakhouse			Mr. Chidsey contributes an in-depth understanding of the opportunities and demands of running a multi-national corporation to our Board. Through his legal, finance and accounting background and his leadership roles at Subway Restaurants, Burger King and Cendant, he developed skills that provide insight into the unique logistical demands of the cruise industry. His experience with public company leadership roles helps him align our Board with what our shareholders value most. Experience • Subway Restaurants, Chief Executive Officer: November 2019 – Present • Burger King Holdings, Inc., Chief Executive Officer: April 2006 – October 2010 • Burger King Holdings, Inc., President and Chief Financial Officer: September 2005 – April 2006 • Burger King Holdings, Inc., President, North America: June 2004 – September 2005 • Burger King Holdings, Inc., Executive Vice President, Chief Administrative and Financial Officer: March 2004 – June 2004 • Cendant: Chairman and Chief Executive Officer of the Vehicle Services Division, a $5.9 billion division, which included Avis Rent A Car, Budget Rent A Car Systems, PHH and Wright Express, and the Financial Services Division, a $1.4 billion division, which included Jackson Hewitt; Senior Vice President, Preferred Alliances: 1996 – 2003 • Pepsi (beginning 1992): various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe; Chief Financial Officer, PepsiCo World Trading Co., Inc. Current Public Company Boards • ~~Brinker International Inc. (NYSE: EAT)~~ • Encompass Health Corporation (formerly HealthSouth) (NYSE: EHC) Past Public Company Boards • Burger King Holdings, Inc., Chairman of the Board ~~Current Private Company Boards~~ • ~~TopTech Holdings, LLC (executive board member), a provider of a comprehensive, cloud-based technology platform~~ • ~~Instawares Holding Company~~ • ~~Talon Aerolytics~~ ~~Current Academic Boards~~ • ~~Board of Trustees, Davidson College~~Brinker International Inc. Education • M.B.A. in Finance and Accounting, Emory University • J.D., Emory University • B.A., Davidson College

	JOHN W. CHIDSEY Chief Executive Officer, Subway Restaurants Age: 58 Director Since: April 2013 Independent Director Committees: • Compensation (Chair) • Audit Favorite NCLH Restaurant: Cagney’s Steakhouse			Mr. Chidsey contributes an in-depth understanding of the opportunities and demands of running a multi-national corporation to our Board. Through his legal, finance and accounting background and his leadership roles at Subway Restaurants, Burger King and Cendant, he developed skills that provide insight into the unique logistical demands of the cruise industry. His experience with public company leadership roles helps him align our Board with what our shareholders value most. Experience • Subway Restaurants, Chief Executive Officer: November 2019 – Present • Burger King Holdings, Inc., Chief Executive Officer: April 2006 – October 2010 • Burger King Holdings, Inc., President and Chief Financial Officer: September 2005 – April 2006 • Burger King Holdings, Inc., President, North America: June 2004 – September 2005 • Burger King Holdings, Inc., Executive Vice President, Chief Administrative and Financial Officer: March 2004 – June 2004 • Cendant: Chairman and Chief Executive Officer of the Vehicle Services Division, a $5.9 billion division, which included Avis Rent A Car, Budget Rent A Car Systems, PHH and Wright Express, and the Financial Services Division, a $1.4 billion division, which included Jackson Hewitt; Senior Vice President, Preferred Alliances: 1996 – 2003 • Pepsi (beginning 1992): various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe; Chief Financial Officer, PepsiCo World Trading Co., Inc. Current Public Company Boards • Encompass Health Corporation (formerly HealthSouth) (NYSE: ~~AMC)~~EHC) Past Public Company Boards • ~~Starwood Hotels and Resorts Worldwide,~~Burger King Holdings, Inc.~~: August 2006 – December 2015~~, Chairman of the Board • ~~Vail Resorts,~~Brinker International Inc.~~, Chairman: 1996 – 2006~~ ~~Current Advisory Boards~~ • ~~The Council on Foreign Relations~~ ~~Past Private Company Boards and Organizations~~ • ~~Prestige (prior to the Acquisition)~~ • ~~Young Presidents’ Organization~~ • ~~Business Executives for National Security~~ Education • M.B.A. in Finance and Accounting, Emory University • J.D., ~~Harvard Business School~~Emory University • B.A., ~~Harvard~~Davidson College

	~~STELLA DAVID~~RUSSELL W. GALBUT ~~Former Chief Executive Officer,~~ ~~William Grant & Sons Limited~~			Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David also has extensive experience as a director and is able to share the knowledge she has gained regarding corporate governance and risk management with our Board.Managing Principal, Crescent Heights ~~Experience~~ • ~~Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019~~ • ~~Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 until March 2016~~ • Various positions at Bacardi Ltd. over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 through 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 to 2004 ~~Current Private Company Boards~~ • ~~Bacardi Limited: June 2016 – Present~~ • ~~C&J Clark Limited: March 2012 – Present~~ • ~~HomeServe Plc: November 2010 – Present~~ ~~Past Company Boards~~ • ~~Nationwide Building Society: 2003 to 2010~~ ~~Education~~ • ~~Degree in Engineering, Cambridge University~~
	Age: 5668 Chairperson of our Board Director Since: ~~January 2017~~ November 2015 Independent Director Committees: • ~~Nominating & Governance~~Compensation • Favorite NCLH Restaurant: ~~TESS~~ ~~Favorite Destination: The next cruise I take.~~

Type of Retainer or Fee	Amount
Annual Retainer		$	100,000
Out-of-Country Meeting Attendance		$	10,000(1)
Chairperson of the Board		$	50,000
Chairperson of the Audit Committee		$	30,000
Chairperson of the Compensation Committee		$	20,000
Chairperson of the Nominating and Governance Committee		$	20,000
Chairperson of the TESS Committee		$	20,000
Audit Committee Member Retainer(2)		$	15,000

~~Name~~	~~Unvested~~ ~~RSUs~~		~~Unvested~~ ~~Restricted~~ ~~Shares~~
~~David M. Abrams~~		~~4,366~~	~~429~~
~~Adam M. Aron~~		~~2,547~~	—
~~John W. Chidsey~~		~~4,366~~	—
~~Stella David~~		~~4,366~~	—
~~Russell W. Galbut~~		~~4,366~~	—
~~Mary E. Landry~~		~~1,541~~	—
~~Chad A. Leat~~		~~4,366~~	—
~~Steve Martinez~~		—	—
~~Walter L. Revell~~		—	—
~~Pamela Thomas-Graham~~		~~1,850~~	—

Type of Retainer or Fee	Amount
Annual Cash Retainer		$	100,000
Out-of-Country Meeting Attendance(1)		$	10,000
Chairperson of the Board		$	125,000
Chairperson of the Audit Committee		$	35,000
Chairperson of the Compensation Committee		$	25,000
Chairperson of the Nominating and Governance Committee		$	20,000
Chairperson of the TESS Committee		$	20,000
Audit Committee Member Retainer(2)		$	15,000
Chairperson of Financing Committee (One-time Fee)(3)		$	100,000
Member of Financing Committee (One-time Fee)(3)		$	25,000
Sail Safe Global Health and Wellness Council Oversight Fee(4)		$	75,000

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
David M. Abrams		155,000	154,958	—	—	—	—	309,958
Adam M. Aron		110,000	154,958	—	—	—	—	264,958
John W. Chidsey(4)		175,000	154,958	—	—	—	—	329,958
Scott Dahnke(5)		46,467	—	—	—	—	—	46,467
Stella David(4)		100,000	154,958	—	—	—	—	254,958
Russell W. Galbut(4)		260,000	154,958	—	—	—	—	414,958
Mary E. Landry		167,500	154,958	—	—	—	—	322,458
Chad A. Leat(4)		245,000	154,958	—	—	—	—	399,958
Steve Martinez		—	—	—	—	—	—	—
Pamela A. Thomas-Graham		115,000	154,958	—	—	—	—	269,958

Name	Unvested RSUs
David M. Abrams		2,634
Adam M. Aron		2,634
John W. Chidsey		4,334
Scott Dahnke		—
Stella David		4,334
Russell W. Galbut		4,334
Mary E. Landry		2,634
Chad A. Leat		4,334
Steve Martinez		—
Pamela A. Thomas-Graham		2,634

NEO	2019 Base Salary			2020 Base Salary(1)
Frank J. Del Rio		$	1,800,000	$1,527,541
Mark A. Kempa		$	700,000	$594,044
T. Robin Lindsay		$	700,000	$594,044
Jason Montague		$	700,000	$594,044
Harry Sommer		$	700,000	$594,044

NEO	2017 Base Salary			2018 Base Salary
Frank J. Del Rio		$	1,500,000	$1,800,000(1)
Mark A. Kempa		$	425,000	$700,000(1)
Wendy A. Beck		$	650,000	$700,000
Jason Montague		$	650,000	$700,000
Andrew Stuart		$	650,000	$700,000
T. Robin Lindsay		$	650,000	$700,000

Name	Target Average Annual Performance Incentive Adjusted NCC ≤ $135 million per month(1)	Actual	% of Target
Frank J. Del Rio	$3,600,000 (200% of base salary)	$3,600,000	100%
Mark A. Kempa	$700,000 (100% of base salary)	$700,000	100%
T. Robin Lindsay	$700,000 (100% of base salary)	$700,000	100%
Jason Montague	$700,000 (100% of base salary)	$700,000	100%
Harry Sommer	$700,000 (100% of base salary)	$700,000	100%

Components of Long-Term Equity Incentive Compensation	What It Is	Why We Use It	~~2018~~2020 Weighting
Regular-cycle PSUs (performance share units), granted March 2020	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. ~~2018 PSU awards include a~~Include an additional one-year service requirement ~~in addition to~~following the end of the performance ~~objectives.~~period.	Focuses our NEOs on the achievement of key financial operating objectives over a multi-year period. Adjusted EPS growth and Adjusted ROIC targets align ~~NEO’s~~NEOs’ interests with shareholders. Serves as a retention incentive.	CEO: ~~60%~~75% of total target March 2020 equity award Other NEOs: 33.3% of total target March 2020 equity award
Regular-cycle RSUs (restricted share units), granted March 2020	Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. Vests in annual installments over three years.	Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive.	CEO: ~~40%~~25% of total target March 2020 equity award Other NEOs: 66.7% of total target March 2020 equity award
Retention PSUs, granted July 2020	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Vests in one installment two years from the grant date.	Focuses our NEOs on achievement of important operational goal of keeping ships ready to return to service. Reinforces retention with cliff vesting.	CEO: N/A Other NEOs: 33.3% of total target July 2020 equity award

	Authorized Share Usage as of March 15, 2021
	Total Authorized Ordinary Shares					490,000,000
	Ordinary Shares Outstanding					(369,898,645)
	Ordinary Shares Reserved for Outstanding Awards under our Plan					(10,997,877)(1)
	Ordinary Shares Available for Issuance Under our Employee Share Purchase Plan					(1,440,246)(2)
	Ordinary Shares Reserved for 2024 Exchangeable Notes					(77,146,657)(3)
	Ordinary Shares Reserved for 2025 Exchangeable Notes					(29,999,970)(3)
	Remaining Authorized Ordinary Shares					516,605

	Options and Share Appreciation Rights								Restricted Shares/Units
	Shares Subject to Past Option/SAR Grants (#)		Shares Acquired on Exercise (#)		Shares Underlying Options/SARs as of December 31, 2020				Shares/Units Subject to Past Awards (#)		Shares/Units Vested as of December 31, 2020 (#)		Shares/Units Outstanding and Unvested as of December 31, 2020 (#)
	Shares Subject to Past Option/SAR Grants (#)		Shares Acquired on Exercise (#)		Exercisable (#)		Unexercisable (#)		Shares/Units Subject to Past Awards (#)		Shares/Units Vested as of December 31, 2020 (#)
Named Executive Officers
Frank J. Del Rio President and Chief Executive Officer		1,250,000		—		739,583		208,333		1,674,659		434,958		1,055,392
Mark A. Kempa Executive Vice President and Chief Financial Officer		113,970		28,970		85,000		—		297,887		33,915		250,721
T. Robin Lindsay Executive Vice President, Vessel Operations		87,500		—		87,500		—		371,057		87,472		270,334
Jason Montague President and Chief Executive Officer, Regent		187,500		—		187,500		—		371,057		87,472		270,334
Harry Sommer President and Chief Executive Officer, Norwegian		150,000		25,000		125,000		—		364,807		81,222		270,334
Total for all current executive officers as a group (8 persons)		2,010,399		105,399		1,394,583		208,333		3,787,810		919,819		2,607,488
David Abrams		—		—		—		—		22,142		19,508		2,634
Adam M. Aron		—		—		—		—		10,222		7,588		2,634
John W. Chidsey		—		—		—		—		31,787		27,453		4,334
Stella David		—		—		—		—		19,621		15,287		4,334
Russell W. Galbut		—		—		—		—		20,301		15,967		4,334
Mary E. Landry		—		—		—		—		7,478		4,844		2,634
Chad A. Leat		—		—		—		—		21,140		16,806		4,334
Pamela A. Thomas-Graham		—		—		—		—		7,787		5,153		2,634
Total for all current non-executive directors as a group (8 persons)		—		—		—		—		140,478		112,606		27,872
Each other person who has received 5% or more of the options, warrants or rights under the Plan		2,061,400		1,516,689		—		—		—		—		—
All other employees, including all current officers who are not executive officers or directors, as a group		10,932,868		4,223,179		3,245,207		—		10,657,664		3,909,362		5,643,748
Total		15,004,667		5,845,267		4,639,790		208,333		14,585,952		4,941,787		8,279,108

	Total Fees Year Ended December 31,
	2018			2017
	(in thousands)
Audit fees		$	4,980		$	5,161(1)
Audit-related fees			275			530(1)
Tax fees			340			307
All other fees			2			2
Total		$	5,597		$	6,000

	~~Ordinary Shares~~ ~~Beneficially Owned~~
~~Name and Address(1)~~	~~Number~~		~~Percent~~
~~The Vanguard Group(2)~~		~~22,441,600~~	~~10.4%~~
~~Capital World Investors(3)~~		~~20,730,570~~	~~9.6%~~
~~T. Rowe Price Associates, Inc.(4)~~		~~19,310,790~~	~~9.0%~~
~~BlackRock, Inc.(5)~~		~~14,287,003~~	~~6.6%~~
~~Janus Henderson Group plc(6)~~		~~11,665,232~~	~~5.4%~~
~~David M. Abrams~~		~~13,845~~	*
~~Adam M. Aron~~		~~6,452~~	*
~~John W. Chidsey~~		~~21,790~~	*
~~Stella David~~		~~9,624~~	*
~~Russell W. Galbut(7)~~		~~431,001~~	*
~~Mary E. Landry~~		~~1,541~~	*
~~Chad A. Leat~~		~~18,503~~	*
~~Steve Martinez~~		—	—
~~Pamela Thomas-Graham~~		~~1,850~~	*
~~Frank J. Del Rio(8)~~		~~639,451~~	*
~~Mark A. Kempa(9)~~		~~104,213~~	*
~~Wendy A. Beck(10)~~		~~285,756~~	*
~~Jason Montague(11)~~		~~241,514~~	*
~~Andrew Stuart(12)~~		~~585,908~~	*
~~T. Robin Lindsay(13)~~		~~184,610~~	*
~~All current directors and current executive officers as a group (18 persons)(14)~~		~~2,720,267~~	~~1.3%~~

	Ordinary Shares Beneficially Owned
Name and Address(1)	Number		Percent
The Vanguard Group(2)		32,488,699	10.2%
LC9 Skipper, L.P.(3)		33,057,840	9.4%
BlackRock, Inc.(4)		17,550,709	5.5%
David M. Abrams		22,142	*
Adam M. Aron		12,389	*
John W. Chidsey		31,787	*
Stella David		19,621	*
Russell W. Galbut(5)		440,998	*
Mary E. Landry		7,478	*
Chad A. Leat		26,140	*
Pamela A. Thomas-Graham		7,787	*
Frank J. Del Rio(6)		1,170,816	*
Mark A. Kempa(7)		136,649	*
T. Robin Lindsay(8)		237,039	*
Jason Montague(9)		283,137	*
Harry Sommer(10)		213,015	*
All current directors and current executive officers as a group (16 persons)(11)		2,991,085	*

		How to Vote in Advance
		Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand:
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		By mail			Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

	Year Ended December 31,
	2018			2017
Net income		$	954,843		$	759,872
Non-GAAP Adjustments:
Non-cash deferred compensation expenses(1)			3,453			3,292
Non-cash share-based compensation expenses(2)			115,983			87,039
Secondary equity offering expenses(3)			883			949
Severance payments and other fees(4)			—			2,912
Acquisition of Prestige expenses(5)			—			500
Amortization of intangible assets(6)			24,890			30,273
Extinguishment of debt(7)			6,346			23,859
Impairment on assets held for sale(8)			—			2,935
Tax benefit(9)			—			(7,802)
Other(10)			(1,412)			3,886
Adjusted Net Income		$	1,104,986		$	907,715
Diluted weighted-average shares outstanding			224,419,205			229,418,326
Diluted earnings per share		$	4.25		$	3.31
Adjusted EPS		$	4.92		$	3.96

	Year Ended December 31, 2018
Net income		$	954,843
Interest expense, net			270,404
Income tax expense			14,467
Depreciation and amortization expense			561,060
EBITDA			1,800,774
Other (income) expense, net(1)			(20,653)
Non-GAAP Adjustments:
Non-cash deferred compensation expenses(2)			2,167
Non-cash share-based compensation expenses(3)			115,983
Secondary equity offering expenses(4)			883
Other(5)			(1,412)
Adjusted EBITDA		$	1,897,742

	Year Ended December 31, 2018
Adjusted EBITDA(1)		$	1,897,742
Less: Adjusted depreciation and amortization(2)			536,170
Total			1,361,572
Total long-term debt plus shareholders’ equity(3)			12,428,918
Adjusted ROIC			11.0%

	Year Ended December 31, 2018
Passenger ticket revenue		$	4,259,815
Onboard and other revenue			1,795,311
Total revenue			6,055,126
Less:
Commissions, transportation and other expense			998,948
Onboard and other expense			348,656
Net Revenue			4,707,522
Capacity Days			18,841,678
Gross Yield		$	321.37
Net Yield		$	249.85

				~~Page~~
	713. ~~Appointment of Auditor~~			~~B-35~~
	724. ~~Remuneration of Auditor~~			~~B-35~~
	735. ~~Duties of Auditor~~			~~B-35~~
	746. ~~Change to the Company’s Auditors~~			~~B-35~~
	757. ~~Access to Records~~			~~B-35~~
	768. ~~Financial Statements~~			~~B-35~~
	779. ~~Distribution of Auditor’s Report~~			~~B-35~~
	8780. ~~Vacancy in the Office of Auditor~~			~~B-36~~
	7981. ~~Winding-Up~~			~~B-36~~
	802. ~~Changes to Bye-laws~~			~~B-36~~
	813. ~~Changes to the Memorandum of Association~~			~~B-36~~
	824. ~~Discontinuance~~			~~B-36~~

Frank J. Del Rio

President and Chief Executive Officer

Mark A. Kempa

Executive Vice President and Chief Financial Officer

~~Wendy A. Beck~~T. Robin Lindsay

~~Former~~ Executive Vice President, ~~and Chief Financial Officer (resigned March 2018)~~Vessel Operations

Jason Montague

President and Chief Executive Officer, Regent Seven Seas Cruises

~~Andrew Stuart~~Harry Sommer

President and Chief Executive Officer, Norwegian

~~T. Robin Lindsay~~

~~Executive Vice President, Vessel Operations~~ Cruise Line