UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

CARNIVAL CORPORATION

CARNIVAL plc

(Name of Registrants as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 2014 ANNUAL MEETINGS OF SHAREHOLDERS AND PROXY STATEMENT

Meeting Date:

Thursday, April 17, 2014

At 8:00 a.m. (EDT)

Meeting Place:

Four Seasons Hotel

57 East 57th Street

New York, New York 10022

United States of America

February 21, 201220, 2014

MICKY ARISON

Chairman of the Boards

Chief Executive Officer

To our Shareholders:

I am pleasedIt is my pleasure to invite you to attend our joint annual meetings of shareholders at the WFour Seasons Hotel, South Beach, 2201 Collins Avenue, Miami Beach, Florida 33139,57 East 57th Street, New York, New York 10022, United States of America on Wednesday,Thursday, April 11, 2012.17, 2014. The meetings will commence at 10:8:00 a.m. (EDT), and although there are technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa. Because we have shareholders in both the United Kingdom and the United States, weWe plan to continue to rotate the location of the annual meetings between the United Kingdom and the United States each year in order to accommodate shareholders on both sides of the Atlantic.

We are also pleased to offer an audio webcast of the annual meetings at www.carnivalcorp.com or www.carnivalplc.com.

Details regarding the matters to be voted on are contained in the attached notices of annual meetings of shareholders and proxy statement.The Carnival Corporation Notice of Annual Meeting begins on page 1 and the Carnival plc Notice of Annual General Meeting begins on page 4. Because of the DLC arrangement, all voting will take place on a poll (or ballot).

We are also pleased to be furnishing proxy materials to our shareholders primarily over the internet. We believe that this process expedites your receipt of proxy materials, significantly lowers the costs of our annual meetings and conserves the earth’s natural resources. Carnival Corporation shareholders can enroll for electronic delivery at www.InvestorDelivery.com. Carnival plc shareholders can enroll at www.shareview.co.uk.

Your vote is important. Whether or notWe encourage you to vote by proxy, even if you plan to attend the annual meetings in person, please vote as soon as possible using one of the voting methods described in the attached materials. Submitting your voting instructions by any of these methods will not affect your right to attend the meetings in person should you so choose.meeting.

The boards of directors consider voting in favor of Proposals 1 through 2219 to be in the best interests of Carnival Corporation & plc. Accordingly, the boards of directors unanimously recommend that you cast your vote “FOR” Proposals 1 through 22.

The boards of directors do not consider Proposal 23 to be in the best interest of Carnival Corporation & plc, and the shareholders as a whole. Accordingly, the boards of directors unanimously recommend that you cast your vote “AGAINST” Proposal 23.19.

Thank you for your ongoing interest in, and continued support of, Carnival Corporation & plc.

Sincerely,

Micky Arison

TABLE OF CONTENTS

3655 N.W. 87^th Avenue

Miami, Florida 33178

NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

2201 Collins Avenue57 East 57th Street

Miami Beach, Florida 33139New York, New York 10022

United States of America

ownership as of the record date. Due to security measures, all bags will be subject to search, and all persons who attend the meeting will be subject to a metal detector and/or a hand wand search. We will be unable to admit anyone who does not comply with these security procedures.

On behalf of the Board of Directors

ARNALDO PEREZ

Senior Vice President,

General Counsel & Secretary

Carnival Corporation is continuing to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders a one-page notice regarding the Internet availability of proxy materials instead of a full set of proxy materials, unless they previously requested to receive printed copies. If you receive this one-page notice, you will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells you how to submit your proxy card on the Internet and how to request to receive a printed copy of the proxy materials. All Carnival Corporation shareholders are urged to follow the instructions in the notice and submit their proxy promptly. If you receive a printed copy of the proxy materials, the accompanying envelope for return of the proxy card requires no postage. Any shareholder attending the meeting in Miami Beach, Florida, United States of AmericaNew York, New York may personally vote on all matters that are considered, in which event the previously submitted proxy will be revoked.

Notice and electronic delivery of this proxy statement and accompanying proxy card are being provided on or about March 1, 2012.7, 2014.

THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.

IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN CARNIVAL PLC, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

(incorporated and registered in England and Wales under number 4039524)

Carnival House

5 Gainsford Street

London SE1 2NE

United Kingdom

NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held at the WFour Seasons Hotel, South Beach, 2201 Collins Avenue, Miami Beach, Florida 33139,57 East 57th Street, New York, New York 10022, United States of America on Wednesday,Thursday, April 11, 201217, 2014 at 10:8:00 a.m. (EDT), being 3:1:00 p.m. (BST), for the purpose of considering and, if thought fit, passing the resolutions described below:

Election or re-electionRe-election of directors

12.7.

To re-elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc.

Re-appointment and remuneration of Carnival plc auditors and ratification of Carnival Corporation auditors

Accounts and Reports

Executive Compensation

Directors’ Remuneration Report

Allotment of shares

and so that the directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year’s Carnival plc annual general meeting (or, if earlier, until the close of business on July 10, 2013)16, 2015) but, in each case, during this period Carnival plc may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directors of Carnival plc may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Disapplication of pre-emption rights

and so that the directors of Carnival plc may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on July 10, 2013)16, 2015) but, in each case, during this period Carnival plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the directors of Carnival plc may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

General authority to buy back Carnival plc ordinary shares

Carnival Corporation Shareholder ProposalStock Plan

By Order of the Board		Registered Office:
		Carnival House 5 Gainsford Street London SE1 2NE United Kingdom
Arnaldo Perez Company Secretary February 21, 201220, 2014

Voting Arrangements for Carnival plc Shareholders

Carnival plc shareholders can vote in either of two ways:

Voting in person

If you come to the annual general meeting, please bring the attendance card (attached to the enclosed proxy form) with you. This will mean you can register more quickly.

In order to attend and vote at the annual general meeting, a corporate shareholder may appoint one or more individuals to act as its representative. The appointment must comply with the requirements of Section 323 of the Companies Act 2006. Each representative should bring evidence of their appointment, including any authority under which it is signed, to the meeting. If you are a corporation and are considering appointing a corporate representative to represent you and vote your shareholding in Carnival plc at the annual general meeting you are strongly encouraged to pre-register your corporate representative to make registration on the day of the meeting more efficient. In order to pre-register, please fax your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, on 01903 833168 from within the United Kingdom or +44 1903 833168 from elsewhere. Please note that this fax facility should be used only for pre-registration of corporate representatives and not for any other purpose.

Voting by proxy

A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote in his or her stead. A proxy need not be a shareholder of Carnival plc. A shareholder who appoints more than one proxy must appoint each proxy to exercise the votes attaching to specified shares held by that shareholder. A person who is nominated to enjoy information rights in accordance with Section 146 of the Companies Act 2006, but is not a shareholder, is not entitled to appoint a proxy.

If you are a person nominated to enjoy information rights in accordance with Section 146 of the Companies Act 2006 you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If you have no such right, or you have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

To be effective, a duly completed proxy form and the authority (if any) under which it is signed, or a notarially certified copy of such authority, must be deposited (whether delivered personally or by post) at the offices of Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6GL,6DA, United Kingdom as soon as possible and in any event no later than 3:1:00 p.m. (BST) on April 9, 2012.15, 2014. Alternatively, a proxy vote may be submitted via the internet in accordance with the instructions set out on the proxy form.

In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which names stand on the register of shareholders of Carnival plc in respect of the relevant joint holding.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual, which can be viewed at www.euroclear.com/CREST.www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST

sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Carnival plc may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Shareholders who are entitled to vote

Carnival plc, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of Carnival plc at 11:6:00 p.m. (BST) on April 9, 201215, 2014 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 11:6:00 p.m. (BST) on April 9, 201215, 2014 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Any shareholder attending the meeting has the right to ask questions. Carnival plc must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of Carnival plc or the good order of the meeting that the question be answered.

Documents available for inspection

Copies of all service agreements (including letters of appointment) between each director and Carnival plc and of the Carnival plc 2014 Employee Stock Plan will be available for inspection during normal business hours on any weekday (public holidays excluded) at the registered office of Carnival plc from the date of this notice until and including the date of the meeting and at the place of the meeting for at least 15 minutes prior to and during the meeting.

*    *    *

There are 2319 Proposals that require shareholder approval at the annual meeting this year. The directors unanimously recommend that you vote in favor of Proposals 1 through 2219 (inclusive), and that you vote against Proposal 23, and encourage you to submit your vote using one of the voting methods described herein. Submitting your voting instructions by any of these methods will not affect your right to attend the meeting in person should you so choose.

Website materials

This proxy statement and other information required by Section 311A of the Companies Act 2006 have been posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require Carnival plc to publish on a website a statement setting out any matter relating to: (i) the audit of Carnival plc’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with an auditor of Carnival plc ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. Carnival plc may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where Carnival plc is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to Carnival plc’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that Carnival plc has been required under Section 527 of the Companies Act 2006 to publish on a website.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information concerning the share ownership of (1) all persons known by us to be the beneficial owners of 5% or more of the 595,963,860592,239,644 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding as of January 13, 2012,17, 2014, (2) all persons known by us to be the beneficial owners of 5% or more of the 215,061,850215,697,883 ordinary shares of Carnival plc outstanding as of January 13, 2012, 33,944,63417, 2014, 31,964,084 of which are directly or indirectly owned by Carnival Corporation and have no voting rights, (3) each of our executive officers named in the “Summary Compensation Table” which appears elsewhere in this proxy statement, (4) each of our directors and (5) all directors and executive officers as a group.

Micky Arison, Chairman of the board and Chief Executive Officer of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Principal Shareholders”), beneficially own shares representing approximately 35.6%33.5% of the voting power of Carnival Corporation and approximately 27.3%25.6% of the combined voting power of Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favor of Proposals 1 through 22 and against Proposal 23.19. The table below begins with ownership of the Principal Shareholders.

The number of shares beneficially owned by each entity, person, director, nominee or executive officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares whichthat the individual would have the right to acquire as of March 13, 201218, 2014 (being 60 days after January 13, 2012)17, 2014) through the exercise of any stock option (“Vested Options”) and the vesting of restricted share units (“RSUs”).

Beneficial Ownership Table

Name and Address Beneficial Owners or Identity of Group(1)		Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares*				Percentage of Carnival Corporation Common Stock				Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares				Percentage of Carnival plc Ordinary Shares				Percentage of Combined Voting Power**
John J. O’Neil.			62,795,208	(2)(12)(15)			10.5	%			0				*	**			8.0	%
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019
SunTrust Delaware Trust Company			38,330,930	(2)(13)			6.3	%			0				*	**			4.8	%
1011 Centre Road, Suite 108 Wilmington, DE 19805
JMD Delaware, Inc.			6,368,781	(2)(5)(6)(14)			1.0	%			0				*	**			*	**
Knight Protector, Inc.			62,220,704	(2)(15)			10.4	%			0				*	**			8.0	%
Citibank, N.A.			61,704,353	(16)			10.3	%			0				*	**			7.9	%
399 Park Avenue New York, NY 10043
Citicorp			61,704,353	(16)			10.3	%			0				*	**			7.9	%
399 Park Avenue New York, NY 10043
Citicorp Trust, National Association			61,699,199	(16)			10.3	%			0				*	**			7.9	%
222 Delaware Avenue, 14th Floor Wilmington, DE 19801
Citigroup Inc.			62,891,278	(16)			10.5	%			0				*	**			8.0	%
399 Park Avenue New York, NY 10043
David Bernstein			63,490	(17)			*	**			0				*	**			*	**
Gerald R. Cahill			262,712	(18)			*	**			0				*	**			*	**
Pier Luigi Foschi			0				*	**			300,372	(19)			*	**			*	**
c/o Costa Crociere S.p.A. Via XII Ottobre, 2 16121 Genoa Italy
Howard S. Frank			509,261	(20)			*	**			0				*	**			*	**
Sir Jonathon Band			6,276				*	**			0				*	**			*	**
33 Auckland Road East Southsea, Hampshire PO5 2HB United Kingdom
Robert H. Dickinson			432,905	(21)			*	**			0				*	**			*	**
Arnold W. Donald			48,326	(22)			*	**			0				*	**			*	**
1 North Brentwood Blvd., Suite 510 Clayton, MO 63105
Richard J. Glasier			48,574	(23)			*	**			0				*	**			*	**
122 Crystal Canyon Drive Carbondale, CO 81623
Debra Kelly-Ennis			0				*	**			0				*	**			*	**
6231 PGA Blvd, Suite 104-389 Palm Beach Gardens, FL 33418
Modesto A. Maidique			54,574	(24)			*	**			0				*	**			*	**
c/o Florida International University 11200 SW 8th Street, CBC 317 Miami, FL 33199
Sir John Parker			18,423				*	**			10,004	(25)			*	**			*	**
c/o Anglo American plc 20 Carlton House Terrace London SW1Y 5AN United Kingdom

***	Less than one percent.

(1)	The address of each natural person named, unless otherwise noted, is 3655 N.W. 87 Avenue, Miami, Florida 33178. The address of all entities, unless otherwise noted, is 1201 North Market Street, Wilmington, Delaware 19899.

(2)	The Principal Shareholders and others have filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons.

(3)	TAMMS Management Corporation holds 32,439 Each Principal Shareholder may be deemed to own the shares of common stock (“TAMMS Corp.”). TAMMS Corp. is wholly-ownedheld by MBA I, L.P. (“MBA I”).all other Principal Shareholders.

(4)(3)

Includes (i) 600,000120,000 Vested Options, (ii) 219,93410,114,489 shares of common stock held by the Nickel 2008 GRAT,various Arison family trusts, (iii) 2,023,761 shares of common stock held by the Nickel 2008-2 GRAT, (iv) 876,929 shares of common stock held by the Nickel 2009 GRAT, (v) 1,000,862 shares of common stock held by the Nickel 2010 GRAT, (vi) 2,247,295 shares of common stock held by the Nickel 2003 Revocable Trust, (vii) 103,638,843100,638,843 shares of common stock held by MA 1994 B Shares, L.P. and (viii) 69,821,132(iv) 55,974,784 shares of common stock held by the Artsfare 2005 Trust No. 2 and Eternity Four Trust and the Nickel 97-07 Irrevocable Trust by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Of these shares, Eternity Four Trust has pledged approximately 30.79 million shares. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2 Artsfare 2003 Trust and Eternity Four Trust.

(5)(4)

MA 1994 B Shares, L.P. (“MA 1994, L.P.”) owns 103,638,843100,638,843 shares of common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the Nickel 1994 “B” Trust, a trust established for the benefit of Mr. Arison and his heirs (the “B Trust”). The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 103,638,843100,638,843 shares of common stock. By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 103,638,843100,638,843 shares of common stock. The trustee of the B Trust is JMD Delaware, Inc., a corporation wholly-owned by James M. Dubin.

(6)(5)

Nickel 2003 Revocable Trust, a trust established for the benefit of Mr. Arison and his heirs (the “Nickel 2003 Trust”) owns 2,247,295 shares of common stock. Under the terms of the instrument governing the Nickel 2003 Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock held by the Nickel 2003 Trust. The trustee of the Nickel 2003 Trust is JMD Delaware, Inc., a corporation wholly-owned by James M. Dubin.

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

(8)

J.P. Morgan Trust Company of Delaware acts as trustee of Eternity Two Trust. As trustee of Eternity Two Trust, J.P. Morgan Trust Company of Delaware has shared voting and dispositive power with respect to 574,504 shares of common stock held by Eternity Two Trust. J.P. Morgan Trust Company of Delaware disclaims beneficial ownership of the common stock held by Eternity Two Trust.

(9)(6)

By virtue of being the sole member of JMNJVerus Protector, LLC, Mr. Richard SkorL. Kohan may be deemed to own the aggregate of 37,580,930 shares of common stock beneficially owned by such entity, as to which he disclaims beneficial ownership. Mr. SkorKohan owns 1,0251,000 shares of common stock directly.directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife.

(10)(7)

MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock and is the sole shareholder of TAMMS Corp. (See Note 3 above). MBA I may be deemed to own 32,439 shares of common stock held by TAMMS Corp.stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 932,439900,000 shares of common stock.

(11)(8)

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

(9)

By virtue of being the sole shareholder of JMD Delaware, Inc. and a 50% shareholder of Knight Protector, Inc., Mr. Dubin may be deemed to own the aggregate of 68,589,48558,452,734 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Dubin beneficially owns 1,000 shares of common stock held directly.

(12)(10)

By virtue of being a 50% shareholder of Knight Protector, Inc., Mr. O’Neil may be deemed to own the aggregate of 62,220,70448,338,245 shares of common stock beneficially owned by such entity, as to which he disclaims beneficial ownership. By virtue of being the sole shareholder of JJO Delaware Inc., a trustee of certain Arison family trusts, Mr. O’Neil may be deemed to own the aggregate of 3,538,393 shares of common stock held by such trusts, as to which he disclaims beneficial ownership.

(13)(11)

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

(14)(12)

JMD Delaware, Inc. is a Delaware corporation wholly owned by Mr. James Dubin. JMD Delaware, Inc. acts as trustee of the Nickel 2003 Irrevocable Trust, the Nickel 2008 GRAT, the Nickel 2008-2 GRAT, the Nickel 2009 GRATvarious Arison family trusts and the Nickel 2010 GRAT. JMD Delaware, Inc. has shared dispositive power over the shares of common stock held by the Nickel 2008 GRAT, the Nickel 2008-2 GRAT, the Nickel 2009 GRAT and the Nickel 2010 GRAT.such trusts.

(15)(13)

Knight Protector, Inc. acts as protector of the Eternity Four Trust. As protector of the Eternity Four Trust, andKnight Protector, Inc., has shared dispositive power with respect to all 61,646,20048,338,245 shares of common stock held by Eternity Four Trust, shared voting power with respect to 31,701,80918,393,854 shares of common stock held by Eternity Four Trust and sole voting power with respect to 29,944,391 shares of common stock held by Eternity Four Trust. Knight Protector, Inc.

(14)

The Artsfare 2003 Trust owns a controlling interest in MBA 1 (See Note 8 above) and is the sole shareholder of TAMMS Corp., (See Note 9 above). By virtue of its controlling interested in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I and by virtue of its ownership of TAMMS Corp., the Artsfare 2003 Trust is deemed to beneficially own 32,439 shares of common stock.

(15)

Northern Trust Company of Delaware acts as protectortrustee for the Eternity Four Trust and beneficially owns all of the Eternity Two Trust, and has shared voting and dispositive power with respect to 574,50448,338,245 shares of common stock held by Eternity TwoFour Trust. In addition, according to the Schedule 13G filed by Northern Trust Corporation on February 14, 2013, it beneficially owns an additional 6,197,563 shares of common stock.

(16)

Citicorp Trust, National Association acts as trustee for the Eternity Four Trust. Citigroup Trust-Delaware, N.A. (former trustee of the Eternity Four Trust) has shared dispositive power of 61,699,199 shares of common stock (61,646,200 shares of which are shares held by the Eternity Four Trust), Citibank, N.A. has shared voting power of 1,959 shares of common stock and shared dispositive power of 61,704,353 shares of common stock (61,646,200 shares of which are shares held by the Eternity Four Trust), Citicorp has shared voting power of 1,959 shares of common stock and shared dispositive power of 61,704,353 shares of common stock (61,646,200 shares of which are shares held by the Eternity Four Trust) and Citigroup Inc. has shared voting power of 1,188,883 shares of common stock and shared dispositive power of 62,891,278 shares of common stock (61,646,200 shares of which are shares held by the Eternity Four Trust).

(17)	Includes 36,000 Vested Options.

(18)	Includes 180,000 Vested Options.

(19)	Includes 248,264 Vested Options.

(20)	Includes (i) 300,000 Vested Options, (ii) 907 shares held in Howard S. Frank GRAT #4 and (iii) 8,592 shares held in Howard S. Frank GRAT #5.

(21)	Includes 344,000 Vested Options.

(22)	Includes (i) 32,00020,000 Vested Options and (ii) 1,807 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.

(23)(17)

Includes 12,000 Vested Options.

(18)	Includes 50,000 Vested Options.

(19)	Includes 100,000 Vested Options.

(20)	Includes 5,700 Vested Options.

(21)	Includes 30,000 Vested Options.

(24)	Includes 36,000 Vested Options.

(25)(22)

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

(26)(23)

Includes 200,0006,000 Vested Options.

(27)	Includes 9,600 Vested Options.

(28)	Includes 38,400 Vested Options.

(29)(24)

As reflected in separate Schedules 13G/A,Schedule 13G, filed on December 31, 20102012 with the SEC. Capital Research Global InvestorsT. Rowe Price Associates, Inc., reported sole voting power over 22,275,00017,155,962 shares of common stock and sole dispositive power over 22,275,00050,875,040 shares of common stock as a result of acting as an investment advisor to various investment companies. The company disclaims beneficial ownership of such shares.

(30)(25)

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

(31)(26)

Includes 2,197,659478,354 Vested Options.

(32)(27)

Includes 263,73620,897 Vested Options.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to Carnival Corporation and Carnival plc during and with respect to their most recent fiscal year and upon written representations from persons known to us to be subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “reporting person”), all reporting persons filed on a timely basis reports required by Section 16(a) of the Exchange Act during and with respect to the year ended November 30, 2011.2013, other than Mr. Thamm who filed one late report regarding one transaction.

PROPOSALS 1-141-9

ELECTION OR RE-ELECTION OF DIRECTORS

The DLC arrangement requires the boards of Carnival plcCorporation and Carnival Corporationplc to be identical. Shareholders are required to approve the election or re-election of directors to each board. There are 14nine nominees for election or re-election to each board of directors. Other than Debra Kelly-Ennis, eachEach nominee currently serves as a director of both companies. All nominees for director are to be elected or re-elected to serve until the next annual meeting and until their successors are elected.

With respect to each nominee set forth below, the information presented includes such person’s age, the month and year in which such person first became a director, any other position held with Carnival Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years and the nominees’ qualifications, including particular areas of expertise, to serve as a director.

The Nominating & Governance Committees conducted performance evaluations on the members of our boards of directors serving during fiscal 20112013 and reported the results to the boards. The boards determined that each of those directorsnominee was an effective and committed member of the boards. Each of the current directors were proposed for re-election, with the exception of Uzi Zucker who has reached the age of 75, and was not nominated for re-election in accordance with the Carnival Corporation & plc Corporate Governance Guidelines.

The Nominating & Governance Committees were requested by the boards to identify a nominee to add to the existing membership of the boards. Based on an assessment of the skills, experience and qualifications of the existing members of the boards, the Nominating & Governance Committees determined that a director with extensive experience in marketing would be of most value to the boards.

The boards expect that additional vacancies will arise due toprimarily upon the retirement of a number of directors. Our aim will be to seekThe boards have expressed their intent to fill these director positionsfuture board vacancies with female candidates, where skill set and relevant experience for the particular vacancy can be met, to achieve a target of 25% female representation by 2015. This target is consistent with the aspirational target for FTSE 100 boards recommended in the Lord Davies report published in the UK in February 2011, entitled “Women on Boards.”

The Nominating & Governance Committees conducted a search for a suitable nominee and interviewed several candidates. The search concluded with the selection of Debra Kelly-Ennis. Ms. Kelly-Ennis’s 30 years of experience and leadership with consumer brand corporations has provided her with extensive experience in marketing matters.

Following interviews with Ms. Kelly-Ennis, the Nominating & Governance Committees unanimously agreed that her credentials and qualifications in the field of marketing, combined with her practical managerial experience, were an ideal match for the requirements of the boards.

Accordingly, the boards of directors unanimously recommend a vote FOR the election or re-election of each of the following nominees:

Mr. Arison’s qualifications to serve on the boards include his decades of leadership experience with our company, as well as in-depth knowledge of our company, its history and the cruise industry, all gained through more than 30 years of service on the board.with our company.

Sir Jonathon’s qualifications to serve on the boards include his extensive experience in maritime and security matters gained through his 42 years of service with the British Navy. He also brings an international perspective of company and industry matters.

Mr. Dickinson’s qualifications to serve on the boards include over 35 years of leadership experience at Carnival Cruise Lines, as well as notable marketing expertise. He has twice been named “Travel Executive of the Year” by Travel Trade Readers and his marketing honors include The Association of Travel Marketing Executives Atlas Award and the Travel Industry Association Hall of Leaders designation. Mr. Dickinson is also former Chairman of the Cruise Line International Association.

Equal® and Canderel® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000 he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He has been a member of the boards of directors of Bank of America Corporation since January 2013 and Crown Holdings, Inc. since July 1999, The Laclede Group, Inc. since January 2003 and Oil-Dri Corporation of America since December 1997.1999. He was a member of the board of Oil-Dri Corporation of America from December 1997 to January 2013, The Laclede Group, Inc. from January 2003 to January 2014 and The Scotts Company from March 2000 to January 2009.

Mr. Donald’s qualifications to serve on the boards include his broad leadership and other executive skills gained through his prior executive leadership experience with a Fortune-100 science-based research and development, manufacturing and marketing company, a privately-held company with global operations, and as head of a large international research-based not-for-profit corporation. He also has broad experience in corporate governance, having served as a director, past and present, of a number of other publicly-traded companies.

Mr. Foschi’s qualifications to serve on the boards include his extensive international managerial and operational expertise obtained over almost 15 years in the cruise industry. In 2007, Mr. Foschi was listed in the ‘Club 33’ – the 33 most important and influential people in global travel industry as published by the American Travel Weekly Magazine.

Mr. Frank’s qualifications to serve on the boards include his broad managerial, financial, and operational expertise, as well as his deep institutional knowledge. The boards also took into consideration Mr. Frank’s established track record of achievement and sound judgment demonstrated throughout his career with Carnival Corporation & plc.

Mr. Glasier’s qualifications to serve on the boards include significant cruise industry experience as a senior financial officer of a major cruise line, as well as his managerial and corporate governance expertise acquired as the chief executive officer of a NYSE-listedNew York Stock Exchange-listed operator of hotels and casinos, as well as a director of other public companies.

Officer in 2010 by the Toronto Human Resources Professional Association. She has been a directormember of the board of directors of Altria Group, Inc. since February 2013, Hertz Global Holdings, Inc. since May 2013 and Pulte Group, Inc. since September 1997.

Ms. Kelly-Ennis’s qualifications to serve on the boards include her extensive marketing and practical managerial experience gained through 30 years working with consumer brand corporations, as well as over 1416 years of public company board experience.

Dr. Maidique’s qualifications to serve on the boards include his internationally recognized expertise in corporate management and leadership, and his experience as chief executive officer of a biotech firm, a semiconductor company and a public research university for 30 years. He is currently Visiting Professor of Leadership at the Harvard Business School and the Alvah H. Chapman, Jr., Eminent Scholar Chair in Leadership at FIU.

Sir John’s qualifications to serve on the boards include his extensive international background and wealth of corporate experience. His past and present service as a non-executive director of a number of listed UK companies provides the boards with invaluable knowledge and insight with respect to UK corporate governance policies and practices. In addition, Sir John, as a qualified naval architect and former head of a major shipbuilding company, is very experienced in the design, construction and operation of ships.

Mr. Ratcliffe’s qualifications to serve on the boards include his more than 24 years of leadership positions within the cruise industry, and his significant experience both as an executive officer and a director of UK and U.S. public companies. The boards also benefit from his financial and accounting expertise, noting that he is a Fellow of the Institute of Chartered Accountants in England and Wales.

privately held diversified Delaware general partnership, since 2010, having previously served as its general partner and Executive Vice President since 1986. He has beenwas a member of the board of directors of AbovenetAboveNet, Inc. sincefrom July 1997.1997 to July 2012.

Mr. Subotnick’s qualifications to serve on the boards include his significant experience in financing, investing and general business matters, as well as his past experience with us, which are important to the boards when reviewing our investor relations, assessing potential financings and strategies, and otherwise evaluating our business decisions.

Ms. Weil’s qualifications to serve on the boards include her extensive financial, information technology and operating skills developed over 30 years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in global e-commerce and consumer strategies from her leadership experience with a multi-billion dollar NYSE listedNew York Stock Exchange-listed retailer.

Mr. Weisenburger’s qualifications to serve on the boards include his broad leadership and operational skills gained as a senior executive of a large multi-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive.

PROPOSALS 1510 & 1611

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

The Audit Committee of the board of directors of Carnival plc has selected the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the year ending November 30, 2012,2014, subject to approval of our shareholders. The Audit Committee of the board of directors of Carnival Corporation has selected the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered certified public accounting firm for the year ending November 30, 2012.2014. Representatives of both the U.S. and UK firms of PricewaterhouseCoopers LLP will be present at the annual meetings and will have an opportunity to make a statement if they desire to do so. Representatives of PricewaterhouseCoopers LLP will be available to respond to appropriate questions from shareholders.

This resolution would re-appoint PricewaterhouseCoopers LLP as the independent auditors of Carnival plc until the conclusion of the next general meeting at which accounts are laid. It is a requirement of Section 489(2) of the Companies Act 2006 that Carnival plc appoint its independent auditors at a general meeting at which accounts are laid. You are also being asked to authorize the Audit Committee of Carnival plc to determine the remuneration of PricewaterhouseCoopers LLP as independent auditors of Carnival plc.

Although ratification by our shareholders of the appointment of an independent certified public accounting firm for Carnival Corporation is not legally required, our boards of directors believe that such action is desirable. If our shareholders do not approve Proposal 16,11, the Audit Committees will consider the selection of another accounting firm for 20122015 and future years.

The boards of directors unanimously recommend a vote FOR the re-appointment of the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the 20122014 fiscal year, the authorization of the Audit Committee of Carnival plc to agree the remuneration of PricewaterhouseCoopers LLP and the ratification of the selection of the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered certified public accounting firm for the 20122014 fiscal year.

PROPOSAL 1712

RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC

The directors of Carnival plc are required by the Companies Act 2006 to present the financial statements, the UK statutory Directors’ Report, the UK statutory Strategic Report and the auditors’ report relating to those accounts to the Carnival plc shareholders. Accordingly, the directors of Carnival plc lay before the annual meetings the Carnival plc accounts and the reports of the directors and auditors for the year ended November 30, 2011,2013, which have been approved by and signed on behalf of Carnival plc’s board of directors and will be delivered to the Registrar of Companies in the UK following the annual meetings. Shareholders are voting to approve receipt of these documents, as UK law does not require shareholder approval of the substance and content of these documents. The UK statutory Directors’ Report is attached to this proxy statement as Annex A.A and the UK statutory Strategic Report is included within the Carnival plc IFRS consolidated financial statements. The full accounts and reports of Carnival plc will be available for inspection prior to and during the annual meetings.

The boards of directors unanimously recommend a vote FOR the receipt of the accounts and reports of Carnival plc for the year ended November 30, 2011.2013.

PROPOSAL 1813

AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

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

The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. Last yearTwo years ago, our shareholders recommended that we provide them with the opportunity to provide their “say-on-pay” vote each year and our boards have accepted that recommendation.

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

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

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

“Resolved, that the shareholders approve the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement).”

The above referenced disclosures appear at pages 4741 to 7970 of this proxy statement.

The boards of directors unanimously recommend a vote “FOR” approval of the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement).

PROPOSAL 1914

APPROVAL OF DIRECTORS’ REMUNERATION REPORT

In accordance with Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report which(other than the Carnival plc Directors’ Remuneration Policy set out in Section A of Part II of the Carnival plc Directors’ Remuneration Report). The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this proxy statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report. Other than the Carnival plc Directors’ Remuneration Policy set out in Section A of Part II of the Carnival plc Directors’ Remuneration Report (as to which, please see Proposal 15), UK law does not require shareholder approval of the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of the Carnival plc Directors’ Remuneration Reportthis Proposal 14 will not require us to amend the report although under applicable UK guidelines the boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of remuneration policies and plans.

The boards of directors unanimously recommend a vote FOR the approval of the Carnival plc Directors’ Remuneration Report.

PROPOSAL 15

APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION POLICY

In accordance with Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the LMCG Regulations, shareholders are voting to approve the Carnival plc Directors’ Remuneration Policy set out in Section A of Part II of the Carnival plc Directors’

Remuneration Report. The policy has consciously been drafted broadly to give the Compensation Committees sufficient flexibility to act in the interests of Carnival Corporation and Carnival plc and their shareholders as, under the revised UK legislative requirements, payments may not be made to directors outside of an agreed policy. If approved, the Carnival plc Directors’ Remuneration Policy will take effect immediately following its approval at the 2014 annual meetings of shareholders and will apply until it is replaced by a new or amended policy.

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

Section A of Part II of the Carnival plc Directors’ Remuneration Report sets out the boards’ remuneration policy for the next and subsequent fiscal years and other details required by the LMCRLMCG Regulations and the UK Corporate Governance Code published by the UK Financial Reporting Council in June 2010September 2012 (the “UK Corporate Governance Code”), which was formerly known as the Combined Code.

The boards of directors unanimously recommend a vote FOR the approval of the Carnival plc Directors’ Remuneration Report.Policy.

PROPOSALS 2016 & 2117

APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES

AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO THE ALLOTMENT OF NEW

CARNIVAL PLC SHARES

Summary. Proposal 2016 authorizes the directors of Carnival plc to issue, until the next annual general meeting of Carnival plc (or, if earlier, until the close of business on July 10, 2013)16, 2015), a maximum number of Carnival plc ordinary shares (or to grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate amount) without further shareholder approval. Proposal 2117 authorizes the directors of Carnival plc to issue (or sell any ordinary shares which Carnival plc elects to hold in treasury), until the next annual general meeting of Carnival plc (or, if earlier, until the close of business on July 10, 2013)16, 2015), a maximum number of Carnival plc ordinary shares for cash without first offering them to existing shareholders in accordance with the pre-emption rights that would otherwise be applicable. As is the case with many UK companies, these resolutions are proposed each year as the directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted without shareholder approval and for shares to be allotted for cash without making a pre-emptive offer. The Carnival plc directors have no current commitments or plans to allot additional shares of Carnival plc.

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

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

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

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

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

In common with many UK companies, resolutions to renew the prescribed period and re-establish the allotment amount and the disapplication amount are normally proposed each year as the directors believe occasions may arise from time to time when it would

be beneficial for shares to be allotted and for shares to be allotted for cash without making a pre-emptive offer. This is the purpose of Proposal 2016 (an ordinary resolution) and Proposal 2117 (a special resolution). As usual, the prescribed period is the period from the passing of the resolutions until the next annual general meeting (or, if earlier, until the close of business on July 10, 2013)16, 2015).

Guidelines issued by the Association of British Insurers, whose member insurance companies are some of the largest institutional investors in UK listed companies, require the allotment amount to be limited to one-third of the issued ordinary share capital (except in the case of a rights issue). By reference to Carnival plc’s issued ordinary share capital on January 13, 2012,17, 2014, the maximum allotment amount is $119,000,890,$119,352,828, which is equal to 71,687,28371,899,294 new Carnival plc ordinary shares, being one third of the amount of the issued ordinary share capital.capital (excluding treasury shares).

In line with guidance issued by the Association of British Insurers, paragraph (b) of Proposal 2016 would give the directors of Carnival plc authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favor of ordinary shareholders up to an aggregate nominal amount equal to $238,001,781$238,705,657 (representing 143,374,567143,798,589 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of Proposal 20.16. However, if they do exercise the authorities given to them if Proposals 2016 and 2117 are passed, the directors intend to follow the Association of British Insurers’ recommendations concerning their use (including as regards the directors standing for re-election in certain cases.cases). This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 13, 2012.17, 2014.

Guidelines issued by the Pre-emption Group, a group comprising representatives of UK listed companies, investment institutions and corporate finance practitioners and formed under the support of the London Stock Exchange to monitor the operation of the Guidelines, recommend that a resolution to disapply the statutory pre-emption rights provided by UK company law should be limited to an amount of equity securities not exceeding 5% of the nominal value of the company’s issued ordinary share capital. By reference to Carnival plc’s issued ordinary share capital on January 13, 2012,17, 2014, the maximum disapplication amount is $17,850,134,$17,902,924, which is equal to 10,753,09310,784,894 new Carnival plc ordinary shares. In respect of this aggregate nominal amount, the directors of Carnival plc confirm their intention to follow the provisions of the Pre-emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

In summary, if Proposals 2016 and 2117 were passed, the extent of the authority of the directors to allot new Carnival plc ordinary shares for cash on terms which would be dilutive to the existing shareholdings of Carnival plc shareholders, without shareholder approval, would be limited to 10,753,09310,784,894 new Carnival plc ordinary shares, being 5% of the issued ordinary share capital of Carnival plc at January 13, 2012.17, 2014. The directors have no current commitments or plans to allot additional shares of Carnival plc. Furthermore, the adoption of Proposals 2016 and 2117 would have no material effect on the ability of Carnival plc to undertake or defend against a takeover attempt.

The boards of directors have authorized the repurchase of up to 19.2 million Carnival plc ordinary shares and the repurchase of up to 31.532.8 million shares of Carnival Corporation common stock under “Stock Swap”Stock Swap programs. We use the “Stock Swap”Stock Swap programs in situations where we can obtain an economic benefit because either Carnival Corporation common stock or Carnival plc ordinary shares are trading at a price that is at a premium or discount to the price of Carnival plc ordinary shares or Carnival Corporation common stock, as the case may be. TheAny realized economic benefit under the Stock Swap programs is used for general corporate purposes. As of the date of this proxy statement, no Carnival plc shares are held by Carnival plc in treasury.

In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue and sell shares of Carnival Corporation common stock through a sales agent, from time to time at prevailing market prices in ordinary brokers’ transaction, and use the sale proceeds to repurchase Carnival plc ordinary shares in the UK market on at least an equivalent basis. Based on authorizations provided by the boards of directors in October 2008, Carnival Corporation maywas authorized to issue and sell up to 19.2 million of its common stock in the U.S. market, which shares are to be sold from time to time at prevailing market prices in ordinary brokers’ transactions.market.

In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, we may elect to sell existing ordinary shares of Carnival plc, with such sales made by Carnival Corporation or Carnival Investments Limited, a subsidiary of Carnival Corporation, through a sales agent from time to time at prevailing market prices in “at the market”ordinary broker transactions, and use the sale proceeds to repurchase shares of Carnival Corporation common stock in the U.S. market on at least an equivalent basis. Based on an authorization provided by the boards of directors in January 2013, Carnival Corporation or Carnival Investments Limited maywas authorized to sell up to 31.532.8 million Carnival plc ordinary shares in the UK market, which shares are to be sold from time to time at prevailing market prices in ordinary brokers’ transactions.market.

The boards of directors unanimously recommend a vote FOR the approval of limits on the authority to allot Carnival plc shares and the disapplication of pre-emption rights for Carnival plc.

PROPOSAL 2218

GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES

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

At January 13, 2012,17, 2014, the remaining availability under the Repurchase Program was $334$975 million. We may repurchase shares of Carnival Corporation common stock or Carnival plc ordinary shares under the Repurchase Program, in addition to repurchases made with net proceeds resulting from the “Stock Swap”Stock Swap programs described above.

Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act 2006 for us to buy back shares of Carnival plc. Accordingly, last year Carnival Corporation and Carnival plc sought and obtained shareholder approval to effect market purchases of up to 21,427,60821,546,172 ordinary shares of Carnival plc (being approximately 10% of Carnival plc’s ordinary shares in issue). During fiscal 2011, 1.3 million2013, no ordinary shares have been purchased under the Repurchase Program and the Stock Swap ProgramsProgram through January 13, 2012.17, 2014. Carnival Corporation & plc treats any such purchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program or the Stock Swap Programs as if they were made by Carnival plc under the Carnival plc share buy back authority. That approval expires on the earlier of (i) the conclusion of Carnival plc’s 20122014 annual general meeting or (ii) October 12, 2012.16, 2014. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of up to 21,506,18521,569,788 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 13, 2012)17, 2014) is being sought.

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

If the boards of directors exercise the authority conferred by Proposal 22,18, we would have the option of holding the shares in treasury, or canceling them. Shares held in treasury can be re-sold for cash, used for employee share plans or later cancelled. The boards of directors think it prudent to maintain discretion as to dealing with the purchased shares.

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

The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price which may be paid is an amount (exclusive of expenses) equal to the higher of (i) 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out.

As of January 13, 2012,17, 2014, there are options outstanding to subscribe for 1,641,014722,719 ordinary shares and Carnival plc has issued 474,2641,129,353 RSUs, which represent in the aggregate approximately 0.98%less than 1% of Carnival plc’s issued share capital. If 21,506,18521,569,788 ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these options and RSUs would represent in the aggregate 1.09%less than 1% of Carnival plc’s issued share capital.

The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc annual general meeting in 20132015 or on October 10, 2013,16, 2015, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority).

The boards of directors unanimously recommend a vote FOR the general authority to buy back Carnival plc ordinary shares.

PROPOSAL 2319

SHAREHOLDER PROPOSALAPPROVAL OF CARNIVAL PLC 2014 EMPLOYEE SHARE PLAN

Robert L. Kurte, Harold KurteGeneral. The Carnival plc 2005 Employee Share Plan as amended and Sheila Kurte, 2701 Edgewater Court, Weston, Florida 33332-3403 have notified usrestated (the “2005 Plan”) is due to expire in April 2015. If approved by shareholders, the Carnival plc 2014 Employee Share Plan (the “2014 Plan”) will replace the 2005 Plan, and no further awards will be granted under the 2005 Plan. The 2014 Plan is based on the Carnival Corporation 2011 Stock Plan, which was approved by shareholders in April 2011. The 2014 Plan is designed for maximum flexibility as to the types of options and other share awards that they intendmay be granted to present a proposal atemployees and executive directors.

The 2014 Plan is attached as Annex D to this proxy statement. The principal provisions of the annual shareholders meeting. 2014 Plan are summarized below. This summary is not complete and is qualified in its entirety by the terms of the 2014 Plan.

Reasons Why You Should Vote in Favor of the Approval of the 2014 Plan

The boards of directors recommend a voteAGAINST the shareholder proposal for the reasons outlined in our opposition statement below.

“Whereas, Carnival Corporation & PLC participatesapproval of the 2014 Plan because they believe the plan is in the political process to help shape public policy and legislation that has a direct impact on the Company.

Whereas, proponents believe Carnival Corporation & PLC should establish policies that minimize risk to the firm’s reputation and brand through possible future missteps in corporate electioneering.

Whereas, proponents believe that the level of disclosure of political spending to shareholders in annual reports required by the 2000 & 2006 Amendments to Companies Act of the United Kingdom is insufficient in today’s climate.

Resolved, that the shareholdersbest interests of Carnival Corporation & PLC hereby request the Company in compliance with the applicable law takeplc and their shareholders for the following actions:reasons:

Shareholder Supporting StatementAttracts and retains talent. Talented executives and employees are essential to executing our business strategies. The purpose of the 2014 Plan is to promote the success of Carnival Corporation & plc by giving us a competitive edge in attracting, retaining and motivating key personnel and providing participants with a plan that provides incentives directly related to increases in the value of Carnival Corporation & plc.

How can corporate secretaries, boardsAligns director, employee and companies best handle the lightening-rod issue of political contributions?

The United States Supreme Court’s Citizen’s United decision recognized the importance of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to reactshareholder interests. We currently provide long-term incentives primarily by (i) compensating participants with equity awards, including performance-based incentive compensation awards measured by reference to the speechvalue of corporate entities inCarnival Corporation & plc’s equity; (ii) rewarding such participants for the achievement of performance targets with respect to a proper way. This transparency enablesspecified performance period; and (iii) motivating such participants by giving them opportunities to receive awards directly related to such performance. If the electorate to make informed decisions and give proper weight to different speakers and messages.”

Unfortunately relying on publicly available data does not provide a complete picture of the Company’s political expenditures. For example, the Company does not disclose in the annual report the names of the political action committees, trade associations, etc., that it contributes to. In many cases even management does not know how trade associations use the Company’s money. Full transparency2014 Plan is the only way to minimize any possible risk to the Company’s reputation.

The Company’s Board and its shareholders need complete disclosure toapproved, we will be able to evaluatemaintain our means of aligning the political useinterests of corporate assets. Thus, we urgekey personnel with the interests of our fellow shareholders to support this critical governance reform and vote in favor of this proposal.”

Opposition Statementshareholders.

The boards of directors and Compensation Committees believe the 2014 Plan contains several features that are consistent with the interests of our shareholders and sound corporate governance practices, including the following:

Will not be excessively dilutive to our shareholders. Based on the number of Carnival Corporation & plc recommend you vote “AGAINST” this proposalshares outstanding as of January 17, 2014, the maximum number of shares of Carnival plc ordinary shares authorized for issuance under the following reasons:

Our business2014 Plan is 17,773,127 shares. Awards may not be granted over new shares under the 2014 Plan if as a consequence more than 10% of Carnival plc’s ordinary share capital would be issued under the 2014 Plan and other Carnival plc employee share plans in a 10 year period or if more than 5% of the ordinary share capital of Carnival plc would be issued in a ten year period under the 2014 Plan or any other discretionary share plans. If the 2014 Plan is approved by shareholders, no new awards will be granted under the Carnival plc 2005 Employee Share Plan and any shares of Carnival plc ordinary shares available for issuance under that plan that are not subject to extensive regulation atoutstanding awards will no longer be available for issuance.

Stock option exercise prices and SAR grant prices will not be lower than the international, federal, statefair market value on the grant date. The 2014 Plan prohibits granting stock options with exercise prices and local levels. We seekstock appreciation rights (“SARs”) with grant prices lower than the fair market value of a Carnival plc ordinary share on the grant date, except in connection with the issuance or assumption of awards in connection with certain mergers, consolidations, acquisitions of property or stock or reorganizations.

No repricing or exchange without shareholder approval. The 2014 Plan prohibits the repricing of outstanding stock options or SARs without shareholder approval, except in connection with certain corporate transactions involving Carnival plc.

“Clawback” provisions. The 2014 Plan contains “clawback” provisions. The Compensation Committees may require the participant to be an effectivesurrender and return to Carnival plc any shares received, and/or to repay any profits or any other economic value made or realized by the participant if such participant is determined by the Compensation Committees to have violated a noncompete, nonsolicit, nondisclosure or other agreement or taken action that would constitute a “detrimental activity,” as that term is defined in the political process by making prudent political contributions consistent2014 Plan, that is in conflict with international, federal state and local laws governing such contributions. We are fully committed to complying with all laws concerning political contributions, including laws requiring public disclosure, in compliance with our Code of Business Conduct and Ethics.

Federal law currently prohibits corporations from making contributions directly to candidates for federal office and to national party committees. As a result, Carnival Corporation & plc does not make such contributions.

Two of our subsidiaries, Holland American Line Inc. and Princess Cruises & Tours Inc. have formed political action committees (the “HAL/Princess PACs”), but the HAL/Princess PACs are funded by voluntary contributions of company employees – not corporate funds. Some of our employees voluntarily fund industry-related political action committees (“Industry PACs”). The HAL/Princess PACs and Industry PACs (together, the “PACs”) make political contributions to state and federal candidates, political party committees, and other political action committees. The activities of the PACs are subject to comprehensive regulation by the federal government, including detailed disclosure requirements. The PACs are required to file monthly reports of receipts and disbursements with the Federal Election Commission (the “FEC”), as well as pre-election and post-election FEC reports. All political contributions over $200 are shown in public information made available by the FEC at http://www.fec.gov/disclosure.shtml.

At the state level, the political contributions of the PACs are also subject to regulation. Although some states have not banned corporate contributions to candidates or political parties, all states require that such contributions be disclosed either by the recipient or by the donor. That information is also publicly available.

In addition, the Lobbying Disclosure Act of 1995, as amended, requires, subject to certain minimum thresholds, that any Carnival company employing one or more individuals who are substantially engaged in federal lobbying activities must submit quarterly reports to Congress detailing those activities. Any outside firm or individual retained by a Carnival company to engage in such activities must file the same reports. All such reports are availableadverse to the public at http://soprweb.senate.gov/index.cfm?event=choosefields. Any employee or outside individual identified in these reports as engaging in federal lobbying activities must file individual semi-annual reports of their political contributions.

As a result of the disclosures mandated by law, our boards of directors have concluded that ample disclosure already exists regarding our political contributions to alleviate the concerns cited in this proposal. In addition, the boards of directors believe that the disclosure of business rationale behind each political contribution would place our company at a competitive disadvantage by revealing our long-term business strategies and priorities. We are also involved in a number of legislative initiatives, both proactive and defensive, that could dramatically affect our business and operations. Because competitors and other parties with adverse interests also participate in the

political process and are involved in these same initiatives for their own business reasons, any unilaterally expanded disclosure by Carnival Corporation & plc could benefit these parties to the detrimentinterest of Carnival Corporation & plc and its shareholders.affiliates, including fraud or conduct contributing to any financial restatements or irregularities, or if the participant receives any amount in excess of what he or she should have received under the terms of the award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error).

Description of the 2014 Plan

Purpose. The purpose of the 2014 Plan is to create, attract, retain and motivate key personnel and to provide participants with a plan that offers incentives directly related to increases in the value of Carnival plc ordinary shares (“Shares”), through ownership of Shares or the opportunity to be paid incentive compensation, measured by reference to the value of Shares.

Types of Awards. The 2014 Plan allows the following types of awards to be granted: options to purchase Carnival plc ordinary shares; restricted shares in Carnival plc; restricted share units; stock appreciation rights (“SARs”); and/or other share-based awards. These may be granted separately to any eligible employee or in any combination that the Compensation Committee may decide. Awards may be granted under the 2014 Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by Carnival Corporation & plc or with which Carnival Corporation & plc combines (“Substitute Awards”). The Compensation Committee will determine the value of any award to be granted to an individual.

Administration. The 2014 Plan will be administered by the Carnival plc Compensation Committee, and acts of the majority are deemed to be acts of the Compensation Committee. Subject to the limitations described below, the Compensation Committee has discretion to determine the type of award granted and has authority to interpret the 2014 Plan and to make all determinations deemed necessary and advisable for its administration.

Grant of Awards and Limitations.Awards under the 2014 Plan are subject to limitations on the number of shares and monetary amount available to a participant. No more than 3,000,000 shares can be granted to an individual participant in the form of options or SARs during a 36 month period, and no more than 1,000,000 shares or $10,000,000 in cash can be delivered in respect of an award subject to performance conditions to an individual participant in respect of a single fiscal year. No award may be granted where the number of shares that could be issued pursuant to the award and any other awards granted at the same time, when aggregated with the number of shares that: (i) could be issued under any subsisting share options or awards granted during the preceding ten years under any Company employee share plan; and (ii) have been issued on the exercise or vesting of any share options or awards granted during the preceding ten years under any such employee share plan, would exceed 10% of the ordinary share capital of Carnival plc from time to time. No more than 5% of the ordinary share capital of Carnival plc is available in any ten year period for awards under the 2014 Plan or any other discretionary share plan.

Eligibility. The 2014 Plan provides that all employees of Carnival plc and its subsidiaries (the “plc Group”) are eligible to participate in the 2014 Plan at the discretion of the Compensation Committee, being approximately 35,800 employees. However, it is anticipated that awards will be granted primarily to key personnel, which may include executive directors.

Options. Options to acquire Carnival plc ordinary shares may be granted at an exercise price determined by the Compensation Committee, which may not be less than the fair market value of a Carnival plc ordinary share at the time the option is granted. The Compensation Committee has sole discretion to decide whether any performance goals shall apply to the vesting of an option, and if so the Compensation Committee shall set out these goals in the award agreement. Options may be granted over American Depositary Shares (“ADSs”), each representing one ordinary share of Carnival plc, where appropriate for U.S.-based executives. In the UK, we intend that options may be granted as HMRC approved options to qualify for income tax relief on exercise, or as unapproved or non-qualified options. In the US, we intend that all options granted under the 2014 Plan to US participants shall be nonqualified stock options unless it is expressly stated that the option is intended to be an incentive stock option (and only where the US participant is an employee of a member of the plc Group). The Compensation Committee has discretion to decide the appropriate vesting schedule to be applied to an option which will determine when the option may be exercised.

Restricted Shares. An award of restricted shares is a grant of Carnival plc ordinary shares on terms and conditions determined by the Compensation Committee. The Compensation Committee has discretion to determine the vesting schedule for restricted shares as it does for share options. Restricted shares may be forfeited in certain circumstances (see “Leaving Employment” below). Holders of an award of restricted shares will have all the rights of a shareholder of Carnival plc with regard to the restricted shares during the vesting period, including the right to vote the restricted shares. However, the Compensation Committee has discretion to determine whether cash or share dividends with respect to the restricted shares will be paid to the participant as they arise or whether they will be withheld and credited to the participant’s account, together with interest at a rate determined by the Compensation Committee, to be paid to the participant when and if the restricted shares vest. If cash or share dividends are withheld by the Compensation Committee they will be forfeited if the restricted shares to which they are attributable are forfeited.

Restricted Share Units. An award of restricted share units is a grant of a hypothetical investment in Carnival plc ordinary shares on terms and conditions (including vesting) determined by the Compensation Committee, with each restricted share unit representing a hypothetical investment in one Carnival plc ordinary share. A holder of restricted share units will receive one Carnival plc ordinary share, or the cash equivalent of one share (as determined by the Compensation Committee) in respect of each restricted share unit upon the satisfaction of the applicable vesting conditions. The Compensation Committee has discretion to determine the vesting schedule for restricted share units as it does for share options and restricted shares as well as whether the award will be settled in cash

or by ordinary shares. During the vesting period, restricted share units may be forfeited in certain circumstances. Holders of an award of restricted share units will not have any of the rights of a shareholder of Carnival plc with respect to the restricted share units. The Compensation Committee has discretion to determine whether dividend equivalents with respect to the restricted share units (being equal to the cash and share dividends on the shares represented by the restricted share units) will be paid to the participant as they arise or withheld and credited for the participant’s account, and interest may be credited on such dividend equivalents at a rate determined by the Compensation Committee. If dividend equivalents are withheld by the Compensation Committee they will be forfeited if the restricted share to which they are attributable is forfeited.

SARs. The Compensation Committee may grant a SAR in tandem or independently of an option under the 2014 Plan. SARs will be subject to the terms and conditions established by the Compensation Committees. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs. Except as otherwise provided by the Compensation Committees (in the case of Substitute Awards or SARs granted in tandem with previously granted options), the strike price per share for each SAR shall not be less than 100% of the fair market value of such share, determined as of the date of grant. The remaining terms of the SARs are at the sole discretion of the Compensation Committee and are then reflected in the award agreement.

Other share-based awards. The Compensation Committee has sole discretion to issue unrestricted shares, rights to receive grants of awards at a future date, the grant of securities convertible into shares, the grant of other awards denominated in shares (including, without limitation, performance shares, or performance units), or valued with reference to shares, under the 2014 Plan to employees, alone or in tandem with other awards, in such amounts as the Compensation Committee shall from time to time in its sole discretion determine. Such other share-based awards shall be evidenced by an award agreement. Each such award granted under the 2014 Plan is subject to the conditions set out within the 2014 Plan, including the payment by the participant of the fair market value of the shares on the date of grant.

Performance Conditions. The Compensation Committee has discretion to determine whether the grant or vesting of an award is subject to performance conditions. The Compensation Committee has sole discretion to select the length of a performance period, the type of performance-based compensation to be awarded and the performance criteria that establish the performance goals.

Annual Award Grant. Awards will usually be granted to eligible employees on an annual basis. However, the Compensation Committee has discretion to grant additional awards to eligible employees at any time during the year when it deems advisable. Awards may not be granted when dealings in Carnival plc ordinary shares would not be permitted under the UK Listing Authority’s Model Code on restrictions in dealing in securities. Benefits under the 2014 Plan will not be pensionable.

Leaving Employment. An award will expire earlier than the end of the award period in a number of circumstances. Unvested options will not normally be exercisable, and unvested restricted share awards and restricted share unit awards will normally be forfeited, if a participant leaves the employment of the plc Group. There may be exceptions if a participant leaves employment in special circumstances, such as by reason of death or disability, retirement at retirement age as defined in the 2014 Plan or if the company or business in which the participant works is sold outside the plc Group or for any other reason in the Compensation Committee’s discretion. A participant, who ceases to be employed by the plc Group for the purpose of accepting employment with Carnival Corporation or any of its subsidiaries, will not be treated as ceasing employment with the plc Group.

In the event of death or disability, an option award shall only remain exercisable to the extent the award was exercisable at the point of death or termination. In the case of death of the participant, the option award shall be exercisable by the participant’s beneficiary.

In the event the participant’s employment is terminated for cause, the award shall expire immediately. Where employment ceases due to retirement, the option award shall expire at the end of the award period and continue to vest as normal without the need for the participant to be an employee.

Change of Control. Where a participant’s employment is terminated without cause (other than disability or death) on or within 12 months following a change of control, all options and SARs, and shares subject to such options and SARs become immediately exercisable, and the restricted period on restricted shares, restricted share awards and other awards will expire immediately. Where the award would otherwise be subject to performance conditions, the portion of the award that becomes immediately exercisable will be based on the actual performance up to the date of termination, or the assumed achievement of target performance where the Compensation Committee cannot reasonably measure actual performance.

The Compensation Committee may on the change of control, with 10 days’ notice to affected participants, cancel outstanding awards and pay in cash, shares or a combination of both, the value of the awards. The value shall be based on the price per share received (or to be received) by the other shareholders of Carnival plc. These obligations are binding on any corporation or organization resulting from the change of control, and Carnival plc will make appropriate provisions to preserve participants’ rights in any agreement it may enter into.

The intended HMRC approved part of the 2014 Plan enables options to be rolled-over in the event of a change of control. Options granted under the approved part which have not lapsed (“old options”) may be exchanged for a new option of the equivalent value to the old option, but in an acquiring company or its parent. The new option is construed as if it had been granted under the 2014 Plan at the same time as the old option, and references to the performance goals refer to those relating to the new grantor (if any). All references to Carnival plc and shares in the 2014 Plan are construed as references to the new grantor, and shares in the new grantor.

Variations of Share Capital. In the event of a variation of share capital such as a rights or bonus issue, a share subdivision or the implementation by Carnival plc of a demerger or a special dividend or other corporate transaction which in the Compensation Committee’s opinion would materially affect the current or future value of awards, the number of Carnival plc ordinary shares which may be acquired pursuant to an award (and in the case of an option, the exercise price) shall be adjusted in such manner as the Compensation Committee determines is appropriate.

Transferability.Awards granted under the 2014 Plan may not be transferred during a participant’s lifetime.

Amendment and Termination. The Compensation Committee may amend the 2014 Plan. However, the provisions governing eligibility requirements, equity dilution and the adjustments that may be made following a rights issue or any other variation of capital cannot be altered to the advantage of eligible employees or participants without the prior approval of Carnival plc’s shareholders (except for minor amendments to benefit the administration of the 2014 Plan, to take account of a change in legislation or developments in the law affecting the 2014 Plan, or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the 2014 Plan or any member of the plc Group). In addition, no alteration may be made that would materially affect any subsisting rights of any participants without the consent of a majority of participants who were informed of the proposed amendments and who expressed their view on it. The Compensation Committee may amend or cancel any award agreement, provided that this action does not precipitate anything which would be considered to be re-pricing of the option or award. The Compensation Committee intends to adopt a sub-plan to the 2014 Plan under which HMRC approved options capable of attracting preferential tax treatment may be granted to UK employees. The Compensation Committee may adopt further sub-plans to the 2014 Plan without shareholder approval to take account of tax, exchange control or securities laws which apply to employees in countries outside the UK. Shares made available under any sub-plan will count towards equity dilution limits. The 2014 Plan will terminate ten years from the date of approval by the shareholders of Carnival plc, except that the rights of existing participants will not be affected by any termination.

Operation of the Plan. Carnival plc ordinary shares used to satisfy awards may be purchased in the market or issued by Carnival plc. Ordinary shares held in treasury by Carnival plc may also be used to satisfy awards. The 2014 Plan may be operated in conjunction with an employee trust. The trust may acquire and hold Carnival plc ordinary shares required to satisfy awards. Outstanding ordinary shares may be acquired by the trustee of the trust in the market or new ordinary shares may be issued by Carnival plc to the trustee. The Compensation Committee may, in its absolute discretion, grant substitute awards for outstanding awards previously granted by an entity which is then acquired by or combines with Carnival plc.

Tax Effects of Plan Participation

The following summary generally describes the principal U.S. federal (and not foreign, state and local) income tax consequences of awards granted under the 2014 Plan. It is general in nature and is not intended to cover all tax consequences that may apply to a particular participant or to us. The provisions of the Code and Treasury Regulations are complicated and their impact in any one case may depend upon the particular circumstances. Each holder of an award under the 2014 Plan should consult his or her own accountant, legal counsel or other financial advisor regarding the tax consequences of participation in the 2014 Plan. This discussion is based on the Code as currently in effect.

Options. If an option is granted to an employee in accordance with the terms of the 2014 Plan, no income will be recognized by such employee at the time the option is granted. Generally, on exercise of a nonqualified option, the amount by which the fair market value of the shares on the date of exercise exceeds the purchase price of such shares will be taxable to the employee as ordinary income. The disposition of shares acquired upon exercise of a nonqualified option under the 2014 Plan will ordinarily result in long-term or short-term capital gain or loss (depending on the applicable holding period) in an amount equal to the difference between the amount realized on such disposition and the sum of the purchase price and the amount of ordinary income recognized in connection with the exercise of the nonqualified option.

Generally, on exercise of an incentive option, an employee will not recognize any income and neither Carnival plc nor any of its subsidiaries will be entitled to a deduction for tax purposes. However, the difference between the purchase price and the fair market value of the shares received on the date of exercise will be treated as a positive adjustment in determining alternative minimum taxable income and the employee may be subject to the alternative minimum tax. The disposition of shares acquired upon exercise of an incentive option under the 2014 Plan will ordinarily result in long-term or short-term capital gain or loss (depending on the applicable holding period). Generally, however, if the employee disposes of shares of Carnival plc acquired upon exercise of an incentive option within two years after the date of grant or within one year after the date of exercise (as “disqualifying disposition”),

the employee will recognize ordinary income in the amount of the excess of the fair market value of the shares on the date of exercise over the purchase price (or, in certain circumstances, the gain on sale, if less). Any excess of the amount realized by the holder on the disqualifying disposition over the fair market value of the shares on the date of exercise of the incentive option will ordinarily constitute capital gain.

Restricted Shares. An employee will not be subject to tax upon the grant of an award of restricted shares unless the employee otherwise elects to be taxed pursuant to Section 83(b) of the Code. On the date an award of restricted shares becomes transferable or is no longer subject to a substantial risk of forfeiture, the employee will have taxable compensation equal to the excess of the fair market value of the shares on that date over the amount the employee paid for such shares, unless the employee made an election under Section 83(b) of the Code to be taxed at the time of grant. The employee will have a tax basis in the shares equal to the amount the employee paid for such shares (generally, zero) plus the amount taxable as compensation to the employee. Upon the sale of the shares, any gain or loss is generally long-term or short-term capital gain or loss, depending on the holding period.

Restricted Share Units. An employee will not be subject to tax upon the grant of a restricted share unit award. An employee who receives a cash payment pursuant to a restricted share unit will have taxable compensation equal to the full amount of such payment. If an employee receives shares pursuant to a restricted share unit award, the employee will have taxable compensation equal to the fair market value of the shares on the date of receipt and the employee will have a tax basis in the shares equal the amount taxable as compensation to the employee. Upon the sale of the shares, any gain or loss is generally long-term or short-term capital gain or loss, depending on the holding period.

New Plan Benefits

Due to the composition of the awards to be granted in the future under the 2014 Plan being at the discretion of the Compensation Committee, it is not possible to determine the benefits or amounts which will be received in the future under the 2014 Plan by the Carnival plc executive directors.

Equity Compensation Plan Information

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, 2013.