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 20162018 ANNUAL MEETINGS

OF SHAREHOLDERS AND

PROXY STATEMENT

Thursday,Wednesday, April 14, 201611, 2018

at 8:30 a.m., local time

Four Seasons Hotel

57 East 57^th Street

New York, New York 10022

United States of America

TABLE OF CONTENTS

To ourDear Fellow Shareholders:

It is my pleasure to invite youYou are cordially invited to attend our joint Annual Meetings of shareholdersShareholders at the Four Seasons Hotel, 57 East 57^th Street, New York, New York 10022, United States of America on Thursday,Wednesday, April 14, 2016.11, 2018. The meetings will commence at 8:30 a.m., 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. We 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 replay of the business portion of the Annual Meetings, which will be available shortly after the meetings at www.carnivalcorp.com or www.carnivalplc.com.

Details regarding the matters to be voted on are contained in the attached Notices of Annual Meetings of Shareholders and Proxy Statement. Because of the dual listed company arrangement, all voting will take place on a poll (or ballot).

Your vote is important. We encourage you to vote as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the meetings.Annual Meetings.

The Boards of Directors consider votingrecommend that you vote in favor of Proposals 1 through 1719 and consider their approval to be in the best interests of Carnival Corporation and Carnival plc and itstheir shareholders. Accordingly, the Boards of Directors unanimously recommend that you cast your vote “FOR” Proposals 1 through 17.

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

Your vote is important. We encourage you to vote as soon as possible, even if you plan to attend the meetings.Annual Meetings.

Who is Eligible to Vote?

How to Vote?

To make sure your vote is counted, please cast your vote as soon as possible by one of the following methods:

All eligible shareholders of record may vote in person at the 20162018 Annual Meetings of Shareholders. Please refer to details about how to vote in person in the Question“Question and AnswersAnswers” section.

Directions

For directions to the 2018 Annual Meetings of Shareholders, you may contact Investor Relations at Carnival Corporation & plc, 3655 N.W. 87^th Avenue, Miami, Florida 33178-2428 or via email at ir@carnival.com.

Enroll for Electronic Delivery

We encourage shareholders to sign up to receive future Notices of Annual Meetingsproxy materials electronically. If you have not already enrolled, please consider doing so as it is simple, saves time and money, and is environmentally friendly.

2				Carnival Corporation & plc 20162018 Proxy Statement

Carnival Place

3655 N.W. 87^th Avenue

Miami, Florida 3317833178-2428

United States of America

We are pleased to invite you to join our Board of Directors, senior leadership and other associates at Carnival Corporation’s 20162018 Annual Meeting of Shareholders.

Items of Business:Business

Record Date:Date

The Board of Directors set February 16, 201613, 2018 as the record date for the meeting.Carnival Corporation Annual Meeting of Shareholders. This means that our shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote their shares.

How to Vote:Vote

Your vote is important. You may cast your vote via the Internet, by telephone, by mail or in person at the meeting. Please review the proxy materials for the 20162018 Annual Meeting of Carnival Corporation Shareholders and follow the instructions on page 2.instructions.

Audio Replay of the Meeting:Annual Meetings

If you are unable to attend the meetingAnnual Meetings in person, you can listen to an audio replay of the business portion of the Annual Meetings by visiting the Financial Information tab of Investor Relationsthe “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com shortly after the meetings. Then, click on Webcasts/Presentations and follow the instructions provided.

4				Carnival Corporation & plc 2018 Proxy Statement

Meeting Admission Requirements:Requirements

Attendance at the meetingAnnual Meeting is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee may be asked to present valid government-issued picture identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts (“under a street name”) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 16, 2016)13, 2018). 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

General Counsel & Secretary

4		Carnival Corporation & plc 2016 Proxy Statement

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 aone-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 thisone-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 votes using one of the voting methods described in the proxy materials. 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 meetingAnnual Meetings in New York, New York may personally vote on all matters that are considered, in which event theany previously submitted proxy will be revoked.

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 ADVISERADVISOR 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

100 Harbour Parade

Southampton SO15 1ST

United Kingdom

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Carnival plc will be held at the Four Seasons Hotel, 57 East 57^th Street, New York, New York 10022, United States of America on Thursday,Wednesday, April 14, 201611, 2018 at 8:30 a.m. (EDT), being 1:30 p.m. (BST), for the purpose of considering and, if thought fit, passing the resolutions described below:

Election orRe-election of nineeleven Directors named in this Proxy Statement

6				Carnival Corporation & plc 2018 Proxy Statement

6		Carnival Corporation & plc 2016 Proxy Statement

Executive Compensation

Directors’ Remuneration Report

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

Accounts and Reports

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 13, 2017)10, 2019) 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 ofpre-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 13, 2017)10, 2019) 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

8				Carnival Corporation & plc 2018 Proxy Statement

United Kingdom

8		Carnival Corporation & plc 2016 Proxy Statement

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.Act. 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 topre-register your corporate representative to make registration on the day of the meeting more efficient. In order topre-register, please email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at proxy.votes@equiniti.com.

Voting by proxy

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy 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 may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please follow the notes contained in the proxy form. A person who is nominated to enjoy information rights in accordance with Section 146 of the Companies Act, 2006, but who 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 6DA, United Kingdom as soon as possible and in any event no later than 1:30 p.m. (BST) on April 12, 2016.9, 2018. Alternatively, a proxy vote may be submitted via the internetInternet 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. 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 noticeNotice of meeting.Annual General 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 or her 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.

Voting electronically

Shareholders are entitled to vote online at www.sharevote.co.uk. Shareholders voting electronically should vote as soon as possible, and in any event no later than 1:30 p.m. (BST) on April 9, 2018.

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 6:0030 p.m. (BST) on

10				Carnival Corporation & plc 2018 Proxy Statement

April 12, 20169, 2018 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:0030 p.m. (BST) on April 12, 20169, 2018 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) if:

Documents available for inspection

Copies of all service agreements (including letters of appointment) between each Director and Carnival plc 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 1719 Proposals that require shareholder approval at the Annual General Meeting this year. The Directors unanimously recommend that you vote in favor of Proposals 1 through 1719 (inclusive) and. The Directors 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.

10		Carnival Corporation & plc 2016 Proxy Statement

Website materials

This Proxy Statement and other information required by Section 311A of the Companies Act 2006 have been posted on our website site 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) 

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.Act. Where Carnival plc is required to place a statement on a website under Section 527 of the Companies Act, 2006, 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.

The Board of Directors of each of Carnival Corporation and Carnival plc (together, “Carnival Corporation & plc,” “we,” “our” or “us”) is providing these proxy materials to you in connection with our joint Annual Meetings of Shareholders on Thursday,Wednesday, April 14, 2016.11, 2018. The Annual Meetings will be held at the Four Seasons Hotel, 57 East 57^th Street, New York, New York 10022, United States.States of America. The meetings will commence at 8:30 a.m., local time, and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

We are furnishing the proxy materials to shareholders on or about March 4, 2016.2, 2018.

12				Carnival Corporation & plc 20162018 Proxy Statement

We are committed to governance policies and practices so that shareholder and other stakeholder interests are represented in a thoughtful and independent manner. Sound principles of corporate governance are critical to obtaining and retaining the trust of investors. They are also vital in securing respect from other key stakeholders and interested parties, including our employees, our guests and suppliers, the communities in which we conduct business, government officials and thepublic-at-large.

Carnival Corporation and Carnival plc operate under a dual listed company structure with primary stock listings in the United States (“U.S.”) and the United Kingdom.Kingdom (“UK”). Accordingly, we have implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. While there are customs or practices that differ between the two countries, we believe our corporate governance framework effectively addresses the corporate governance requirements of both the United StatesU.S. and the United Kingdom.UK.

Our corporate governance principles are set forth in our Corporate Governance Guidelines and the charters of our Board Committees. The actions described in these documents, which the Boards have reviewed and approved, implement applicable requirements, including the New York Stock Exchange listing requirements and, to the extent practicable, the Combined Code onUK Corporate Governance appended toCode published by the United Kingdom Listing Authority’s listing rules,UK Financial Reporting Council in April 2016 (the “UK Corporate Governance Code”), as well our own vision of good governance.

We will continue to monitor governance developments in the United StatesU.S. and the United KingdomUK to ensure a vigorous and effective corporate governance framework of the highest international standards.

Our Corporate Governance Guidelines, copies of the charters of our Board Committees and our organizational documents are available under the “Governance” section of our website at www.carnivalcorp.com and www.carnivalplc.com.

PROPOSALS 1-91-11

ELECTION ORRE-ELECTION OF DIRECTORS

The Boards are elected by the shareholders to exercise business judgment to act in what they reasonably believe to be in the best interests of Carnival Corporation & plc and theirits shareholders. The Boards select and oversee the members of senior management, who are charged by the Boards with conducting the business of the company.

Nominations of Directors

Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Nominating & Governance Committee. As the dual listed company (“DLC”) arrangement requires that there be identical Boards of Directors, the Nominating & Governance Committees make one set of determinations in relation to both companies.

The Nominating & Governance Committees actively seek individuals qualified to become Board members and recommend to the Boards the nominees to stand for election as Directors at the Annual Meetings of Shareholders or, if applicable, at a Special Meeting of Shareholders.

When evaluating prospective candidates for Director, regardless of the source of the nomination, the Nominating & Governance Committees will consider, in accordance with their charters, such factors as they deem appropriate, including, but not limited to:

GOVERNANCE

Election or Re-Election of Directors

Our Corporate Governance Guidelines dictate that diversity should be considered by the Nominating & Governance Committees in the director identification and nomination process. This means that the Nominating & Governance Committees seek nominees who bring a variety of business backgrounds, experiences and perspectives to the boards.Boards. The Boards believe that the backgrounds and qualifications of the Directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Boards to fulfill their responsibilities.responsibilities and the Nominating & Governance Committees assess the effectiveness of this approach as part of the annual evaluations of our Boards of Directors.

As of the date of this Proxy Statement, 22%27% of the members of the Boards are women (being twothree of nine11 members). The Boards have expressed their intent to fill the next Board vacancy with a female candidate, where skill set and experience for the vacancy can be met to achieve a target of 25% female Board members.

The Nominating & Governance Committees will also use their best efforts to see that the composition of the Boards adheres to the independence requirements applicable to companies listed for trading on the New York Stock Exchange and the London Stock Exchange. The Nominating & Governance Committees and the Boards utilize the same criteria for evaluating candidates regardless of the source of the referral. The Nominating & Governance Committees may consider candidates proposed by management, but are not required to do so. Other than the foregoing, there are no stated minimum criteria for Director nominees.

The Nominating & Governance Committees identify nominees by first evaluating the current members of the Boards willing to continue in service. CurrentAs part of director succession planning, current members of the Boards with skills and experience that are relevant to our business and who are willing to continue in service are considered forre-nomination, balancing the value of continuity of service by existing members of the Boards with that of obtaining a new perspective. If any member of the Boards does not wish to continue in service or if the Nominating & Governance Committees or the Boards decide not tore-nominate a member forre-election, the Nominating & Governance Committees identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating & Governance Committees and the Boards are polled for suggestions as to individuals meeting the criteria of the Nominating & Governance Committees. In 2015, theThe Nominating & Governance Committees engagedmay engage a third party search firm to identify and attract potential nominees.nominees, however, Jason Glen Cahilly was identified as a potential board member by our Chairman.

20162018 Nominees for Election orRe-Election to the Boards

The DLC arrangement requires the Boards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election orre-election of Directors to each Board. There are nine11 nominees for election orre-election to each Board of Directors. Each nominee currently serves as a Director of both companies. All nominees for Director are to be elected orre-elected to serve until the next Annual Meeting and until their successors are elected.

With respect to each Board nominee set forth below, the information presented includes such person’s age, the 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 nominee’s qualifications, including particular areas of expertise, to serve as a Director.

14				Carnival Corporation & plc 20162018 Proxy Statement

GOVERNANCE

Election or Re-Election of Directors

The Nominating & Governance Committees conducted performance evaluations on the members of our Boards of Directors serving during fiscal 20152017 and reported the results to the Boards. The Boards determined that each nominee was an effective and committed member of the Boards and the Board Committees on which each serves. In addition, in January 2016, the Nominating & Governance Committees engaged a third-party governance expert to perform an assessment of the effectiveness of the Boards during 2016.Boards. The third-party governance expert will interviewinterviewed each Director and members of senior management who interact substantially with the Boards, reviewreviewed the results of the assessment with the Senior Independent Director, and then organizeorganized and summarizesummarized the assessment for discussion with the full Boards.

Accordingly, the Boards of Directors unanimously recommend a voteFOR the election orre-election of each of the following Director nominees:

GOVERNANCE

Election or Re-Election of Directors

Helen Deeble
Carnival Corporation Director since2016 Carnival plc Director since2016 Age:56		Ms. Deeble was the Chief Executive Officer of P&O Ferries Division Holdings Ltd., apan-European shipping and logistics business, from 2006 until December 2017. She is also aNon-Executive Director of the Port of London Authority, The Standard Club Ltd. and the UK Chamber of Shipping. Board Committees: HESS Other Public Company Boards: None Qualifications: Ms. Deeble’s qualifications to serve on the Boards include her more than 30 years’ experience in retail, transport, logistics and leisure sectors in finance and general management roles, including significant maritime operational and commercial experience gained through her service as a chief executive officer of a passenger shipping organization. She is also a UK Chartered Accountant.

16				Carnival Corporation & plc 2018 Proxy Statement

GOVERNANCE

Election or Re-Election of Directors

16		Carnival Corporation & plc 20162018 Proxy Statement		17

GOVERNANCE

Election or Re-Election of Directors

18				Carnival Corporation & plc 2018 Proxy Statement

GOVERNANCE

Election or Re-Election of Directors

GOVERNANCE

Election or Re-Election of Directors

18   20				Carnival Corporation & plc 20162018 Proxy Statement

GOVERNANCE

Re-Election of Directors

GOVERNANCE

Board and Committee Governance

BOARD AND COMMITTEE GOVERNANCE

Board Meetings

During the year ended November 30, 2015,2017, the Board of Directors of each of Carnival Corporation and Carnival plc held a total of sixseven meetings. Each Carnival Corporation Director and each Carnival plc Director attended either telephonically or in person at least 75% of all Carnival Corporation & plc Board of Directors and applicable Board Committee meetings held during the period that he or she served.

Our Corporate Governance Guidelines provide that our Non-Executive Directors will meet privately in executive session at least quarterly. All of our Non-Executive Directors, acting in executive session, elected Mr. Subotnick as the Presiding Director to preside at these meetings. Mr. Subotnick also acts as the Senior Independent Director under the UK Corporate Governance Code.

All Board members are expected to attend our Annual Meetings of Shareholders. At the 20152017 Annual Meetings, all of the10 incumbent Board members of each company were in attendance.

Board Leadership Structure

Our Boards of Directors is led by our executive Chair, Mr. Arison. The Chief Executive Officer position is currently separate from the Chair. The Boards maintain the flexibility to determine whether the roles of Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Carnival Corporation & plc at a given point in time. We believe that the separation of the Chair and Chief Executive Officer positions is appropriate corporate governance for us at this time, and that having Mr. Arison as our executive Chair enables Carnival Corporation & plc and the Boards to continue to benefit from Mr. Arison’s skills and expertise, including his extensive knowledge of our business.

OurNon-Executive Directors, all of whom are independent, meet privately in executive session at least quarterly. The Presiding Director leads those meetings and also acts as the Senior Independent Director under the UK Corporate Governance Code. In addition, the Presiding Director serves as the principal liaison to theNon-Executive Directors, reviews and approves meeting agendas for the Boards and reviews meeting schedules. Mr. Subotnick served as Presiding Director and Senior Independent Director until July 2017 when he stepped down from those roles and ourNon-Executive Directors, acting in executive session, elected Mr. Weisenburger to take over as the Presiding Director and Senior Independent Director.

The structure of our Boards facilitates the continued strong communication and coordination between management and the Boards and enables the Boards to fulfill their risk oversight responsibilities, as further described below.

GOVERNANCE

Board and Committee Governance

Board Committees

The Boards delegate various responsibilities and authority to different Board Committees. The Board Committees regularly report on their activities and actions to the full Boards. The Board of Directors of each of Carnival Corporation and Carnival plc has established standing Committees, which are each comprised of the same Directors for each company, as follows:

Each Board Committee periodically reviews its charter in light of new developments in applicable regulations and may make additional recommendations to the Boards to reflect evolving best practices. Each Board Committee can engage outside experts, advisors and counsel to assist the Committee in its work.

The current Board Committee members are as follows:

Name		Board Committees The Boards delegate various responsibilities and authority to different
		Audit		Compensation		Executive		HESS		Nominating &   Governance
Micky Arison		—		—		Chair		—		—
Sir Jonathon Band		—		—		—		Chair		X
Jason Glen Cahilly		X		—		—		—		—
Helen Deeble		—		—		—		X		—
Arnold W. Donald		—		—		X		—		—
Richard J. Glasier		Chair		X		—		—		X
Debra Kelly-Ennis		—		—		—		X		—
Sir John Parker		—		—		—		X		X
Stuart Subotnick		X		—		X		—		Chair
Laura Weil		X		X		—		—		—
Randall J. Weisenburger		X		Chair		—		—		X
Number of Board Committees. The Board Committees regularly report on their activities and actions to the full Boards.Committee meetings in fiscal 2017		14		4		0		4		5

Audit Committees.The Audit Committees assist the Boards in their general oversight of our financial reporting, internal controls and audit functions, and are responsible for the appointment, retention, compensation, and oversight of the work of our independent auditors and our independent registered certified public accounting firm. The Board of Directors of Carnival Corporation has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules. In addition, the Board of Directors of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the UK Corporate Governance Code. The Boards determined that each member of the Audit Committees has sufficient knowledge in reading and understanding the company’s financial statements to serve on the Audit Committees. The responsibilities and activities of the Audit Committees are described in detail in “Report of the Audit Committees” and the Audit Committees’ charter.

Compensation Committees.The Compensation Committees have authority for reviewing and determining salaries, performance-based incentives, and other matters related to the compensation of our executive officers, and administering our stock incentive plans, including reviewing and granting equity-based grants to our executive officers and other employees. The Compensation Committees

22				Carnival Corporation & plc 2018 Proxy Statement

GOVERNANCE

Board and Committee Governance

also review and determine various other compensation policies and matters, including making recommendations to the Boards with respect to the compensation of theNon-Executive(non-employee) Directors, incentive compensation and equity-based plans generally, and administering the employee stock purchase plans. For more information on the responsibilities and activities of the Compensation Committees, including the Committees’ processes for determining executive compensation, see “Compensation Discussion and Analysis,” “Executive Compensation” and the Compensation Committees’ charter.

Executive Committees.The Executive Committees may exercise the authority of the full Boards between meetings of the Boards, except to the extent that the Boards have delegated authority to another Committee or to other persons, and except as limited by applicable law.

HESS Committees. The HESS Committees review and recommend policies relative to the protection of the environment and the health, safety and security of employees, contractors, guests and the public. The HESS Committees also supervise and monitor health, environmental, safety, security and sustainability policies and programs and review with management significant risks or exposures and actions required to minimize such risks. For more information on the responsibilities and activities of the HESS Committees, see the HESS Committees’ charter.

Nominating & Governance Committees. The Nominating & Governance Committees review and report to the Boards on a periodic basis with regard to matters of corporate governance, including succession planning. The Nominating & Governance Committees also review and assess the effectiveness of our Corporate Governance Guidelines, make recommendations to the Boards regarding proposed revisions to these guidelines, and make recommendations to the Boards regarding the size and composition of the Boards and their Committees. For more information on the responsibilities and activities of the Nominating & Governance Committees, see “Nominations of Directors,” “Procedures Regarding Director Candidates Recommended by Shareholders” and the Nominating & Governance Committees’ charter. Additional information with respect to Carnival plc’s corporate governance practices during fiscal 2017 is included in the Carnival plc Corporate Governance Report attached as Annex C to this Proxy Statement.

Board and Committee Independence

Under New York Stock Exchange standards of independence for directors, the Board must determine that a Director does not have any material relationship with Carnival Corporation & plc or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with Carnival Corporation & plc) and meet certain bright-line tests. The Boards of Directors have determined that each of Sir Jonathon Band, Jason Glen Cahilly, Helen Deeble, Richard J. Glasier, Debra Kelly-Ennis, Sir John Parker, Stuart Subotnick, Laura Weil and Randall J. Weisenburger is an “independent director” in accordance with the New York Stock Exchange standards of independence for directors and that all members of the Audit Committees and Compensation Committees meet the heightened independence criteria applicable to Directors serving on those Committees under SEC rules and New York Stock Exchange listing standards. Accordingly, a majority of the Directors of each company, all of ourNon-Executive Directors and all of the members of the Audit Committees, Compensation Committees, HESS Committees and Nominating & Governance Committees of each company are independent (as defined by the New York Stock Exchange listing standards, SEC rules and the UK Corporate Governance Code).

GOVERNANCE

Board and Committee Governance

Risk Oversight

Our Boards use their Committees to assist in their risk oversight function as follows:

Each Committee Chair presents on its area of risk oversight to the full Boards for review.

Discussions between management and the Boards regarding the Carnival Corporation & plc strategic plan, consolidated business results, capital structure, and other business-related activities include a discussion of the risks associated with the particular item under consideration.

The Boards believe that the structure and assigned responsibilities provides the appropriate focus, oversight and communication of principal risks faced by our companies.

Compensation Risk Assessment

Carnival Corporation & plc’s management, in conjunction with the Compensation Committees’ independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), conducted a thorough review of our compensation programs, including those programs in which our Named Executive Officers participate, to determine if aspects of those programs contribute to excessiverisk-taking. Based on the findings from this review and the annual reassessment, the Compensation Committees continue to believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on Carnival Corporation & plc.

To reach this conclusion, key elements of our compensation programs were assessed to determine if they exhibited excessive risk. These elements included pay mix (cash vs. equity) and pay structure (short vs. long-term focus), performance metrics, performance goals and ranges, the degree of leverage, incentive maximums, payment timing, incentive adjustments, use of discretion and stock ownership requirements. Our assessment reinforced the Compensation Committees’ belief that our compensation programs are not contributing to excessive risk-taking, but instead contain many features and elements that help to mitigate risk. For example:

24				Carnival Corporation & plc 2018 Proxy Statement

GOVERNANCE

Board and Committee Governance

•

Stock Ownership Policy. All senior executives who are designated as reporting officers under Section 16 of the Exchange Act, including our Named Executive Officers, are subject to a stock ownership policy which specifies target ownership levels of Carnival Corporation and Carnival plc has established standing Committees, which are each comprisedshares in terms of the same Directors for each company, as follows: Audit Compensation Executive Health, Environmental, Safety & Security (“HESS”) Nominating & Governance Each Board Committee periodically reviews its charter in light of new developments in applicable regulations and may make additional recommendations to the Boards to reflect evolving best practices. Each Board Committee can engage outside experts, advisers, and counsel to assist the Committee in its work. The current Board Committee members are as follows:     Board Committees Name        Audit       Compensation   Executive       HESS        Nominating  & Governance Micky Arison   —   —   Chair   —   — Sir Jonathon Band   —   —   —   X   — Arnold W. Donald   —   —   X   —   — Richard J. Glasier   Chair   X   —   —   X Debra Kelly-Ennis   —   —   —   X   — Sir John Parker   —   —   —   Chair   X Stuart Subotnick   X   —   X   —   Chair Laura Weil   X   X   —   —   — Randall J. Weisenburger   X   Chair   —   —   X Number of Board Committee meetings in fiscal 2015   14   4   0   4   5 Audit Committees.The Audit Committees assist the Boards in their general oversight of our financial reporting, internal controls and audit functions, and are responsible for the appointment, retention, 20      Carnival Corporation & plc 2016 Proxy Statement GOVERNANCE Board and Committee Governance compensation, and oversightvalue of the workequity holdings as a multiple of our independent auditors and our independent registered certified public accounting firm.each officer’s base salary.

Corporate Governance Guidelines

Our Corporate Governance Guidelines address various governance issues and principles, including Director qualifications and responsibilities, access to management personnel, Director compensation, Director orientation and continuing education and annual performance evaluations of the Boards, their Committees and individual Directors. Our Corporate Governance Guidelines are posted on our website at www.carnivalcorp.com and www.carnivalplc.com.

Chief Executive Officer Succession Planning

Our Boards believe that planning for the succession of our Chief Executive Officer is an important function. Our multi-brand structure enhances our succession planning process. At the corporate level, a highly-skilled management team oversees a collection of cruise brands. At both the corporate and brand levels, we continually strive to foster the professional development of senior management. As a result, Carnival Corporation & plc has developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to all of our senior executive positions, including our Chief Executive Officer.

The Boards and the Nominating & Governance Committees are responsible for succession planning, including emergency succession planning. The independentNon-Executive Directors meet with the Chairman and the Chief Executive Officer (both together and individually) at least quarterly to plan for the succession of the Chief Executive Officer, including plans in the event of an emergency. During those sessions, each of the Chairman and the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating & Governance Committees will, when appropriate, make recommendations to the Boards with respect to potential successors to the Chief Executive Officer. All members of the Boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are

Our Audit Committees are responsible for oversight of our financial and non-HESS controls and compliance activities. The Audit Committees also oversee management’s processes to identify and quantify the material risks facing Carnival Corporation & plc. In connection with its risk oversight role, the Audit Committees regularly meet privately with representatives from our independent registered certified public accounting firm, the Chief Audit Officer and the General Counsel. Our Compensation Committees are responsible for oversight of risk associated with our executive compensation structure, policies and programs. Our HESS Committees are responsible for oversight of risk associated with the health, environment, safety and security of employees, contractors, guests and the public. Our Nominating & Governance Committees are responsible for oversight of risk associated with Board processes and corporate governance, including succession planning. Each Committee Chairperson presents on its area of risk oversight to the full Boards for review. Discussions with the Boards regarding the Carnival Corporation & plc strategic plan, consolidated business results, capital structure, and other business related activities include a discussion of the risks associated with the particular item under consideration. This oversight includes briefings by management, review of audit results and corrective actions, and results of risk assessment and risk monitoring activities. The Boards believe that the structure and assigned responsibilities provides the appropriate focus, oversight and communication of key risks faced by our companies. Compensation Risk Assessment2018 Proxy Statement   In 2011, Carnival Corporation & plc’s management, in conjunction with the Compensation Committees’ independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), conducted a thorough review of our compensation programs, including those programs in which our Named Executive Officers participate, to determine if aspects of those programs contribute to excessive risk-taking. Based on the findings from this review and a reassessment conducted in 2015, the Compensation Committees continue to believe that our compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. To reach this conclusion, key elements of our compensation programs were assessed to determine if they exhibited excessive risk. These elements included pay mix (cash vs. equity) and pay structure (short vs. long-term focus), performance metrics, performance goals and ranges, the degree of leverage, incentive maximums, payment timing, incentive adjustments, use of discretion and stock ownership requirements. Our assessment reinforced the Compensation Committees’ belief that our compensation programs are not contributing to excessive risk-taking, but instead contain many features and elements that help to mitigate risk. For example:   •   Pay Structure: Our compensation programs emphasize both short and long-term performance through our annual bonus program (delivered in cash) and through the delivery of long-term   25 22   GOVERNANCE Board and Committee Governance   being utilized to strengthen the skills and qualifications of the candidates. When assessing the qualifications of potential successors to the Chief Executive Officer, the Boards and the Nominating & Governance Committees will take into account our business strategy as well as any other criteria they believe are relevant. Procedures Regarding Director Candidates Recommended by Shareholders The Nominating & Governance Committees will also consider shareholder recommendations of qualified Director nominees when such recommendations are submitted in accordance with the procedures below. In order to have a nominee considered by the Nominating & Governance Committees for election at the 2019 Annual Meetings, a shareholder must provide the same information as is required for shareholders to submit Director nominations under the advance notice provision set forth in Carnival Corporation’sBy-laws. Specifically, any such recommendation must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents: the name and address of the candidate; a brief biographical description, including his or her occupation and service on Boards of Directors of any public company or registered investment company for at least the last five years; a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the qualification requirements set forth above; and the candidate’s signed consent to serve as a Director if elected and to be named in the Proxy Statement. Once we receive the recommendation, we may deliver to the candidate a questionnaire that requests additional information about the candidate’s independence, qualifications and other matters that would assist the Nominating & Governance Committees in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our Proxy Statement or other regulatory filings, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating & Governance Committees. For our 2019 Annual Meetings of Shareholders, the Nominating & Governance Committees will consider recommendations received by our Secretary at our headquarters no later than November 2, 2018. Communications between Shareholders or Interested Parties and the Boards Shareholders or interested parties who wish to communicate with the Boards, the Presiding Director, theNon-Executive Directors as a group or any individual Director should address their communications to the attention of the Secretary of Carnival Corporation and Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178 U.S.A. The Secretary will maintain a log of all such communications, promptly forward to the Presiding Director those which the Secretary believes require immediate attention, and also periodically provide the Presiding Director with a summary of all such communications and any responsive actions taken. The Presiding Director will notify the Boards or the Chairs of the relevant Board Committees as to those matters that he believes are appropriate for further action or discussion. Code of Business Conduct and Ethics Carnival Corporation and Carnival plc’s Code of Business Conduct and Ethics applies to all employees and members of the Boards of Carnival Corporation and Carnival plc and provides guiding principles on areas such as identifying and resolving conflicts of interest. Our Code of Business Conduct and Ethics is posted on our website at www.carnivalcorp.com and www.carnivalplc.com. 26        Carnival Corporation & plc 2016 Proxy Statement GOVERNANCE Board and Committee Governance incentives (equity) in a balanced approach (approximately 50% through base salary and bonus and 50% in long-term equity grants). The mix of our pay program is intended to motivate management to consider the impact of decisions on shareholders in the short, intermediate and long-term. • Incentive Limits: Our annual bonus plans do not allow for unlimited payouts. Bonus awards cannot exceed 200% of target levels. The performance-based share grants made in 2015 limit the payouts to 200% of target, inclusive of the impact of the total shareholder return (“TSR”) modifier, if applicable. • Performance-Based Share Grants: To strengthen the relationship between pay and performance, our long-term incentive plans include performance-based share grants. Since 2011 a portion of the long-term equity grants has been in the form of performance-based share grants. Performance-based share grants will have no value unless Carnival Corporation & plc achieves pre-determined performance targets over a three-year period. Further, all restricted share and RSU grants vest at the end of three years, rather than vesting ratably on an annual basis. • Performance Measurement: For corporate officers, the performance measurement used when determining their annual bonus is based on the performance of Carnival Corporation & plc. For officers of our operating units, the performance measurements used when determining their bonus is based 50% on the performance of their operating unit, with the remaining balance being based on the performance of Carnival Corporation & plc to enable a continued focus on the overall success of Carnival Corporation & plc. • Stock Ownership Guidelines: All of our senior executives who are designated as reporting officers under Section 16 of the Exchange Act (each a “Section 16 Officer”), including our Named Executive Officers, are subject to a Stock Ownership Policy which specifies target ownership levels of Carnival Corporation and Carnival plc shares for each Section 16 Officer expressed in terms of the value of the equity holdings (including unvested restricted shares and RSUs) as a multiple of each Section 16 Officer’s base salary. The Stock Ownership Policy requires that Section 16 Officers retain at least 50% of the share awards received after deducting the exercise price (of stock options) and withholding taxes, until their target ownership level is achieved. • Clawback Policy: The Carnival Corporation 2011 Stock Plan (which was approved by shareholders in 2011) and the Carnival plc 2014 Employee Share Plan (which was approved by shareholders in 2014) contains a clawback policy, which authorizes us to recover incentive-based compensation granted under that plan in the event Carnival Corporation & plc is required to restate its financial statements due to fraud or misconduct. Beginning in 2014, the incentive plans used to determine annual bonuses include a clawback policy. • Adjustments and Discretion: There are no predetermined adjustments under the short-term incentive plans, and the Compensation Committees may use their discretion to make such adjustments as they deem appropriate in determining awards, thereby helping to mitigate windfall payments not anticipated or warranted. Corporate Governance Guidelines Our Corporate Governance Guidelines address various governance issues and principles, including Director qualifications and responsibilities, access to management personnel, Director compensation, Director orientation and continuing education and annual performance evaluations of the Boards and Directors. Our Corporate Governance Guidelines are posted on our website at www.carnivalcorp.com and www.carnivalplc.com. Succession Planning Our Boards believe that planning for the succession of our Chief Executive Officer is an important function. Our multi-brand structure enhances our succession planning process. At the corporate level, a highly-skilled Carnival Corporation & plc 2016 Proxy Statement     23 GOVERNANCE Board and Committee Governance management team oversees a collection of cruise brands. At both the corporate and brand levels, we continually strive to foster the professional development of senior management. As a result, Carnival Corporation & plc has developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to all of our senior executive positions, including our Chief Executive Officer. The Boards and the Nominating & Governance Committees are responsible for succession planning, including emergency succession planning. The independent Non-Executive directors meet with the Chief Executive Officer at least annually to plan for the succession of the Chief Executive Officer, including plans in the event of an emergency. During those sessions, the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating & Governance Committees will, when appropriate, make recommendations to the Boards with respect to potential successors to the Chief Executive Officer. All members of the Boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are being utilized to strengthen the skills and qualifications of the candidates. When assessing the qualifications of potential successors to the Chief Executive Officer, the Boards and the Nominating & Governance Committees will take into account our business strategy as well as any other criteria they believe are relevant. Procedures Regarding Director Candidates Recommended by Shareholders The Nominating & Governance Committees will also consider shareholder recommendations of qualified director nominees when such recommendations are submitted in accordance with the procedures below. In order to have a nominee considered by the Nominating & Governance Committees for election at the 2017 Annual Meetings, a shareholder must provide the same information as is required for shareholders to submit Director nominations under the advance notice provision set forth in Carnival Corporation’s by-laws. Specifically, any such recommendation must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents: the name and address of the candidate; a brief biographical description, including his or her occupation and service on Boards of Directors of any public company or registered investment company for at least the last five years; a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the qualification requirements set forth above; and the candidate’s signed consent to serve as a Director if elected and to be named in the2018 Proxy Statement. Once we receive the recommendation, we may deliver to the candidate a questionnaire that requests additional information about the candidate’s independence, qualifications and other matters that would assist the Nominating & Governance Committees in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our Proxy Statement or other regulatory filings, if nominated. Candidates must complete and return the questionnaire within the time frame provided to be considered for nomination by the Nominating & Governance Committees. For our 2017 Annual Meetings of Shareholders, the Nominating & Governance Committees will consider recommendations received by our Secretary at our headquarters no later than November 4, 2016. Communications between Shareholders or Interested Parties and the Boards Shareholders or interested parties who wish to communicate with the Boards, the Presiding Director, the Non-Executive Directors as a group or any individual Director should address their communications

GOVERNANCE

Director Compensation

24		Carnival Corporation & plc 2016 Proxy Statement

GOVERNANCE

Director Compensation

to the attention of the Secretary of Carnival Corporation and Carnival plc at 3655 N.W. 87^th Avenue, Miami, Florida 33178. The Secretary will maintain a log of all such communications, promptly forward to the Presiding Director those which the Secretary believes require immediate attention, and also periodically provide the Presiding Director with a summary of all such communications and any responsive actions taken. The Presiding Director will notify the Boards or the Chairs of the relevant Board Committees as to those matters that he believes are appropriate for further action or discussion.

Code of Business Conduct and Ethics

Carnival Corporation and Carnival plc’s Code of Business Conduct and Ethics applies to all employees and members of the Boards of Carnival Corporation and Carnival plc and provides guiding principles on areas such as identifying and resolving conflicts of interest. Our Code of Business Conduct and Ethics is posted on our website at www.carnivalcorp.com and www.carnivalplc.com. The Code of Business Conduct and Ethics may be amended periodically to remain in line with best practices.

DIRECTOR COMPENSATION

During fiscal 2015, our Non-Executive Directors were entitled to receive an annual retainer of $110,000 per year, equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement benefits or other benefits to our Non-Executive Directors. We reimburse Directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2015” table. For fiscal 2015, the Presiding Director received an additional retainer of $25,000 per annum. In addition, Non-Executive Directors receive additional compensation for serving as Chairperson of a Board Committee. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

During fiscal 2015, the retainer for the Chairperson

DIRECTOR COMPENSATION

During fiscal 2017, ourNon-Executive Directors were entitled to receive an annual retainer of $110,000 per year, equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement benefits or other benefits to ourNon-Executive Directors. We reimburse Directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2017” table. For fiscal 2017, the Presiding Director received an additional retainer of $25,000 per annum. In addition,Non-Executive Directors receive additional compensation for serving as Chair of a Board Committee. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

During fiscal 2017, the retainers for the Chair of Board Committees were as follows:

The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group ofNon-Executive Directors. To that end, the Compensation Committees annually reviewNon-Executive Director pay levels and compensation practices of certain other publicly-listed companies with the assistance of their consultant to ensure our compensation program is competitive.

Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers arepro-rated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service.

Non-Executive Directors receive annual restricted share grants under the Carnival Corporation 2011 Stock Plan. In April 2017, theNon-Executive Directors received grants with a dollar value equal to approximately $160,000. As a result, a grant of 2,709 Carnival Corporation restricted shares was made to eachNon-Executive Director elected orre-elected on April 5, 2017 based on the closing price of a share on April 6, 2017 of $59.06.

Grants under the Carnival Corporation 2011 Stock Plan are released from restriction on the third anniversary of the grant date (and are not forfeitable provided the Director has served at least a full year). Grants of restricted shares have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. Generally,Non-Executive Directors will receive their annual grants initially upon their election to the Boards and subsequently at the time of their annualre-election to the Boards.

Carnival Corporation 2011 Stock Plan. In April 2015,& plc 2018 Proxy Statement		27

GOVERNANCE

Director Compensation

Director Compensation for Fiscal 2017

The following table details the total compensation earned by our Directors in fiscal 2017, other than Mr. Donald who is a Named Executive Officer. Mr. Donald’s compensation is reflected in the “Summary Compensation Table,” which follows the Compensation Discussion and Analysis. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

(3)

The aggregate number of Carnival Corporation common stock. Generally, Non-Executive Directors will receive their annual grants initially upon their election to the Boards and subsequentlyCarnival plc restricted shares outstanding at the time of their annual re-election to the Boards. Director Compensation for Fiscal 2015 The following table details the total compensation earned by our Directors in fiscal 2015, other than Mr. Donald who is a Named Executive Officer. Mr. Donald’s compensation is reflected in the section entitled “Summary Compensation Table,” which follows the Compensation Discussion and Analysis. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors. Name    Fees  Earned or Paid in Cash(1) ($)    Stock Awards(2)(3) ($)    All Other Compensation(4) ($)    Total ($) Micky Arison(5)        1,000,000          —          210,123          1,210,123     Sir Jonathon Band        112,000 (6)        159,994          10,848          282,842     Richard J. Glasier        143,500          159,994          1,677          305,171     Debra Kelly-Ennis        112,000          159,994          6,311          272,422     Sir John Parker        142,000          159,994          —          307,876     Stuart Subotnick        153,500          159,994          —          313,494     Laura Weil        113,500          159,994          —          273,494     Randall J. Weisenburger        143,500          159,994          6,680          310,174     (1) Refer to the table above describing the Chairperson of the Board Committees. Also includes attendance fees earned prior to the change to the Non-Executive Director compensation program in January 2015. (2) No stock option grants were made in fiscal 2015. Represents the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares granted in fiscal 2015, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 2015, each of the Non-Executive Directors received a grant of 3,369 restricted shares based on the closing price of a share on April 14, 2015, the date they were re-elected, of $47.49. The restricted shares granted in 2015 vest on the third anniversary of the grant date. The restricted shares granted to Non- Executive Directors also vest in full upon the death or disability of the Director, and continue to vest in accordance with the original vesting schedule and are not forfeited if a Director ceases to be a Director for any other reason after having served as a Director for at least one year. All of the Directors who received grants served for all of fiscal 2015. (3) The aggregate number of Carnival Corporation and Carnival plc restricted shares, RSUs and options (all of which are exercisable) outstanding at November 30, 2015November 30, 2017 are as follows:   Name   Unvested  Restricted Shares   Unvested  RSUs   Unexercised  Options   Sir Jonathon Band       10,195         0         0   Richard J. Glasier       10,195         0         10,000   Debra Kelly-Ennis       6,584         3,611         0   Sir John Parker       10,195         0         0   Stuart Subotnick       10,195         0         0   Laura Weil       10,195         0         0   Randall J. Weisenburger       10,195         0         0     Name   (4) Represents   Unvested Restricted   Shares   Micky Arison 0   Sir Jonathon Band 9,180   Jason Glen Cahilly —   Helen Deeble 2,709   Richard J. Glasier 9,180   Debra Kelly-Ennis 9,180   Sir John Parker 9,180   Stuart Subotnick 9,180   Laura Weil 9,180   Randall J. Weisenburger 9,180 (4) Benefits provided to Mr. Arison include private medical health insurance costs ($53,093), driver and security ($20,612), automobile lease ($12,010), personal use of the Aircraft (defined below) ($12,285) and the following other benefits: accidental death or dismemberment insurance premiums, disability insurance premiums, life insurance premiums, automobile repairs and expenses and the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares ($11,951). For theNon-Executive Directors, benefits represent reimbursement of expenses associated with spousal or partner travel and taxgross-ups for the spousal or partner travel and tax gross-ups for that travel. (5) Represents compensation for Mr. Arison’s service as Executive Chairman. (6) Exclusive of value-added tax. (7) Mr. Cahilly was appointed to the Boards in July 2017. 26     28        Carnival Corporation & plc 2016 Proxy Statement GOVERNANCE Director Independence and Related Person Transactions The following policies also apply to our Non-Executive Directors: • Stock Ownership Policy. The stock ownership policy for Non-Executive Directors provides that all Non-Executive Directors are required to own shares (inclusive of unvested restricted shares, RSUs and shares in a trust beneficially owned by the Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to four times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Each of the Non-Executive Directors has already achieved this Board-mandated requirement. • Product Familiarization. All Non-Executive Directors are encouraged to take a cruise for up to 14 days per year for product familiarization and pay a fare of $35 per day for such cruises. In addition, guests traveling with the Non-Executive Director in the same stateroom are charged a fare of $35 per day. All other charges associated with the cruise (e.g., air fares, fuel supplements, fees, taxes and other charges, gratuities, ground transfers and tours) are the responsibility of the Non-Executive Director. Carnival plc Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2015 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement. DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS Independence of Board Members The Boards of Directors have determined that each of the following Directors is an “independent director” in accordance with the corporate governance rules of the New York Stock Exchange as a result of having no material relationship with Carnival Corporation & plc other than (1) serving as2018 Proxy Statement GOVERNANCE Related Person Transactions The following policies also apply to ourNon-Executive Directors: • Stock Ownership Policy. The stock ownership policy forNon-Executive Directors provides that allNon-Executive Directors are required to own shares (inclusive of unvested restricted shares, restricted stock units (“RSUs) and shares in a Director and Board Committee member, (2) receiving related fees as disclosed in this Proxy Statement and (3) having beneficial ownershiptrust beneficially owned by the Director) of either Carnival Corporation and/common stock or Carnival plc securities as disclosedordinary shares with a value equal to four times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Helen Deeble who was initially elected in 2017 and Mr. Cahilly who is proposed for election at the 2018 Annual Meetings, each of theNon-Executive Directors elected has achieved this Board-mandated requirement. • Product Familiarization. AllNon-Executive Directors are encouraged to take a cruise for up to 14 days per year for product familiarization and pay a fare of $35 per day for such cruises. In addition, guests traveling with theNon-Executive Director in the sectionsame stateroom are charged a fare of this Proxy Statement entitled “Share Ownership$35 per day. All other charges associated with the cruise (e.g., air fares, fuel supplements, fees, taxes and other charges, gratuities, ground transfers and tours) are the responsibility of Certain Beneficial Owners and Management”: Sir Jonathon Band, Richard J. Glasier, Debra Kelly-Ennis, Sir John Parker, Stuart Subotnick, Laura Weil and Randall J. Weisenburger.theNon-Executive Director. Carnival plc Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2017 forNon-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement. RELATED PERSON TRANSACTIONS Review and Approval of Transactions with Related Persons Consistent with our written policies and procedures, it is our practice to review all relationships and transactions in which Carnival Corporation or Carnival plc is a participant and in which our Directors, nominees and executive officers or their immediate family members have an interest in order to determine whether such persons have a direct or indirect material interest. Our Legal and Global Accounting and Reporting Services Departments are primarily responsible for the development and implementation of processes and controls to obtain information from the Directors, nominees and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions in which the amount involved exceeds $120,000 in which Carnival Corporation & plc was or is to be a participant and a related person had or will have a direct or indirect material interest are disclosed in this Proxy Statement. In addition, in accordance with our Schedule of Matters Reserved to the Boards and their Committees for their Decision, the Boards review and approve or ratify any related person transaction involving: a Director, regardless of the amount; and aNon-Director executive officer with an aggregate value in excess of $50,000. In the course of their review and approval or ratification of a related person transaction, the Boards may consider factors as follows: the nature of the related person’s interest in the transaction; the material terms of the transaction, including, without limitation, the amount and type of transaction; Carnival Corporation & plc and our Directors, nominees and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our Legal and Global Accounting and Reporting Services Departments are primarily responsible for the development and implementation of processes and controls to obtain information from the Directors, nominees and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions in which the amount involved exceeds $120,0002018 Proxy Statement   29 GOVERNANCE Related Person Transactions the importance of the transaction to the related person; the importance of the transaction to Carnival Corporation & plc; whether the transaction would impair the judgment of a Director or executive officer to act in our best interest; and any other matters the Boards deem appropriate. Any member of the Boards who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such Director may be counted in determining the presence of a quorum at a meeting of the Board that considers the transaction. Transactions with Related Persons Transactions with Micky Arison. Micky Arison, our Chairman, is also the Chairman, President and the indirect sole shareholder of FBA II, Inc., the general partner of Miami Heat Limited Partnership (“MHLP”), the owner of the Miami Heat, a professional basketball team. He is also the indirect shareholder of Basketball Properties, Inc., the general partner of Basketball Properties, Ltd. (“BPL”), which is the manager and operator of the American Airlines Arena. Pursuant to a three-year advertising and promotion agreement between Carnival Cruise Line, MHLP and BPL, Carnival Cruise Line paid $523,000 during fiscal 2017. Carnival Cruise Line also paid $206,000 during fiscal 2017 forin-game promotions to publicize Carnival Cruise Line during Miami Heat games. In August 2015, Carnival Corporation entered into the following agreements: a nonexclusive Aircraft Lease Agreement with an owner trustee under a trust agreement with AD Astra I, LLC (the “Lease Agreement”); and a Services Agreement with AFO, LLC (the “Services Agreement” and together with the Services Agreement, the “Aircraft Agreements”). Both AD Astra I, LLC and AFO, LLC are companies directly or indirectly controlled by a trust of which Mr. Arison is a beneficiary. Under the terms of the Lease Agreement, Carnival Corporation leases an aircraft owned by AD Astra I, LLC for additional flight capacity fromtime-to-time in exchange for an hourly rent of $4,500 plus applicable taxes, which is based on market charter rates for similar aircraft as adjusted for costs of operations borne by Carnival Corporation (i.e., fuel, crew costs and line maintenance during its operation of the aircraft) and hourly service plan expenses. Under the terms of the Service Agreement, Carnival Corporation provides aircraft management services to AFO, LLC with respect to the aircraft, including overseeing its operation, maintenance, and staffing, and will be paid an annual fee of $216,000 (which is based on market rates for similar arrangements) (the “Service Fee”). In addition, Carnival Corporation will be reimbursed for operating, maintenance and personnel costs and related third party costs incurred in connection with the services (“Service Costs”). The terms of the Aircraft Agreements are one year and renew automatically forone-year periods, unless terminated sooner by either party upon 30 days’ written notice. During fiscal 2017, Carnival Corporation paid AD Astra I, LLC $980,000 under the Lease Agreement, and AFO, LLC paid Carnival Corporation $216,000 for the Service Fee and reimbursed Carnival Corporation $2,165,000 for the Service Costs. The Boards have reviewed and approved or ratified these transactions. 30      Carnival Corporation & plc was or2018 Proxy Statement SHARE OWNERSHIP SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Directors and Executive Officers Set forth below is information concerning the share ownership as of January 18, 2018 of: each of our Directors; each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement; and all Directors and executive officers as a group. The number of shares beneficially owned by each entity, person, Director or executive officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 18, 2018 (being 60 days after January 18, 2018) through the vesting of RSUs.   Name and Address of   Beneficial Owners or   Identity of Group(1)     Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock*     Percentage of Carnival Corporation Common Stock     Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares     Percentage of Carnival plc Ordinary Shares      Percentage of  Combined Voting Power**     Micky Arison           126,136,034   (2)(3)           23.6   %           0               —           17.6   %     Sir Jonathon Band           17,071             *   **           0               —           *   **     Jason Glen Cahilly           0               —            0               —             —     David Bernstein           23,008   (4)           *   **           0               —           *   **     Helen Deeble           2,709             *   **           0               —           *   **     Arnold W. Donald           469,253   (4)(5)           *   **           0               —           *   **     Richard J. Glasier           24,525             *   **           0               —           *   **     Stein Kruse           47,667   (4)           *   **           4,110             *   **           *   **     Debra Kelly-Ennis           21,356             *   **           0               —           *   **     Sir John Parker           22,981             *   **           10,004   (6)           *   **           *   **     Arnaldo Perez           45,026   (4)(7)           *   **           0               —           *   **     Stuart Subotnick           43,778             *   **           0               —           *   **     Michael Thamm           0               —           65,219   (4)           *   **           *   **     Laura Weil           40,762             *   **           0               —           *   **     Randall J. Weisenburger           95,080             *   **           0               —           *   **     All Directors and executive officers as a group (15 persons)           126,989,250             23.8   %           79,405             *   **           17.7   %   * As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to be a participant and a related person had or will have a direct or indirect material interest are disclosed in our Proxy Statement. In addition, in accordance with our Schedule of Matters ReservedCarnival Corporation, which transferred such share to the Boards and their Committees for their Decision, the Boards review and approve or ratify any related person transaction involving (1) a Director, regardlesstrustee of the amount and (2)P&O Princess Special Voting Trust (the “Trust”), a Non-Director Executive Officer with an aggregate value in excess of $50,000. Carnival Corporation & plc 2016 Proxy Statement     27 GOVERNANCE Director Independence and Related Person Transactions Intrust established under the course of its review and approval or ratification of a related person transaction, the Boards may consider factors as follows: the naturelaws of the related person’sCayman Islands. Trust shares of beneficial interest in the transaction; the material terms of the transaction, including, without limitation, the amount and type of transaction; the importance of the transaction to the related person; the importance of the transactionTrust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation & plc; whether the transaction would impair the judgmentdistributed such trust shares by way of a Director or executive officerdividend to act in our best interest; and any other mattersholders of shares of Carnival Corporation common stock. Under a pairing agreement, the Boards deem appropriate. Any membertrust shares of the Boards who is a related person with respect to a transaction under review may not participatebeneficial interest in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such Director may be counted in determining the presence of a quorum at a meeting of the Board that considers the transaction. TransactionsTrust are paired with, Related Persons Transactions with Micky Arison. Micky Arison, our Chairman, is also the Chairman, President and the indirect sole shareholder of FBA II, Inc., the general partner of Miami Heat Limited Partnership (“MHLP”), the owner of the Miami Heat, a professional basketball team. He is also the indirect shareholder of Basketball Properties, Inc., the general partner of Basketball Properties, Ltd. (“BPL”), the manager and operator of the American Airlines Arena. Pursuant to a three-year advertising and promotion agreement between Carnival Cruise Line, MHLP and BPL, Carnival Cruise Line paid $498,800 during fiscal 2015. Carnival Cruise Line also paid $13,300 during fiscal 2015 for in-game promotions to publicize Carnival Cruise Line during Miami Heat games. In August 2015, Carnival Corporation entered into the following agreements: (i) a nonexclusive Aircraft Lease Agreement with an owner trustee under a trust agreement with AD Astra I, LLC (the “Lease Agreement”) and (ii) a Services Agreement with AFO, LLC (the “Services Agreement” and together with the Services Agreement, the “Aircraft Agreements”). Both AD Astra I, LLC and AFO, LLC are companies directly or indirectly controlledevidenced by, a trust of which Mr. Arison is a beneficiary. Under the terms of the Lease Agreement, Carnival Corporation leases an aircraft owned by AD Astra I, LLC for additional flight capacity from time-to-time in exchange for an hourly rent of $4,500 plus applicable taxes, which is based on market charter rates for similar aircraft as adjusted for costs of operations borne by Carnival Corporation (i.e., fuel, crew costs and line maintenance during its operation of the aircraft) and hourly service plan expenses. Under the terms of the Service Agreement, Carnival Corporation provides aircraft management services to AFO, LLC with respect to the aircraft, including overseeing its operation, maintenance, and staffing, and will be paid an annual fee of $216,000 (which is based on market rates for similar arrangements) (the “Service Fee”). In addition, Carnival Corporation will be reimbursed for operating, maintenance and personnel costs and related third party costs incurred in connection with the services (“Service Costs”). The terms of the Aircraft Agreements are one year and renew automatically for one-year periods, unless terminated sooner by either party upon 30 days’ written notice. During fiscal 2015, Carnival Corporation paid AD Astra I, LLC $219,000 under the Lease Agreement, and AFO, LLC paid Carnival Corporation $36,500 for the Service Fee and reimbursed Carnival Corporation $441,900 for the Service Costs. 28      Carnival Corporation & plc 2016 Proxy Statement GOVERNANCE Director Independence and Related Person Transactions Registration Rights. Pursuant to a letter agreement (the “Trust Registration Rights Agreement”) dated July 11, 1989, Carnival Corporation granted to the Ted Arison Irrevocable Trust (the “Irrevocable Trust”) and the Arison Children’s Irrevocable Trust (the “Children’s Trust,” and together with the Irrevocable Trust, the “Trusts”) certain registration rights with respect to certaincertificates representing shares of Carnival Corporation common stock held for investment by the Trusts (the “Shares”). The beneficiaries of the Trusts included the children of Ted Arison, including Micky Arison, our Chairman, and Shari Arison. Effective December 26, 1991, the Children’s Trust was divided into three separate continued trusts, including continued trusts for Micky Arison, Shari Arison and Michael Arison. Under the Trust Registration Rights Agreement, Carnival Corporation has granted the Trusts demand and piggyback registration rights. Carnival Corporation is not required to effect any demand registration unless all of the Shares owned by either of the Trusts are included in the demand. Carnival Corporation has agreed to bear all expenses relating to such demand and piggyback registrations, except for fees and disbursements of counsel for the Trusts, selling costs, underwriting discounts and applicable filing fees. Under a registration rights agreement dated June 14, 1991, as amended by an amendment dated July 31, 1991 and a succession agreement dated May 28, 2002 (together, the “Arison Registration Rights Agreement”), Carnival Corporation granted certain registration rights to Ted Arison with respect to certain shares of common stock beneficially owned by him (the “Arison Shares”) in consideration for $10,000. The registration rights were held by the Estate of Ted Arison. The Estate of Ted Arison subsequently transferred the Arison Shares to various trusts for the benefit of Ted Arison’s children (collectively, the “Family Trusts”). The Arison Registration Rights Agreement provides the Family Trusts and certain transferees with demand and piggyback registration rights. Carnival Corporation has agreed to bear all expenses relating to such demand and piggyback registrations, except for fees and disbursements of counsel for the Family Trusts, selling costs, underwriting discounts and applicable filing fees. The Boards have reviewed and approved or ratified these transactions. Carnival Corporation & plc 2016 Proxy Statement     29 SHARE OWNERSHIP SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Directors and Executive Officers Set forth below is information concerning the share ownership of (1) each of our Directors, (2) each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement and (3) all Directors and Executive Officers as a group, all as of January 20, 2016. The number of shares beneficially owned by each entity, person, Director or Executive Officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 20, 2016 (being 60 days after January 20, 2016) through the exercise of any stock option (“Vested Options”) and the vesting of restricted share units (“RSUs”).  Name and Address of  Beneficial Owners or  Identity of Group(1)   Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares*   Percentage of Carnival Corporation Common Stock   Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares   Percentage  of Carnival plc Ordinary Shares   Percentage  of  Combined Voting Power**  Micky Arison       126,123,090 (2)(3)       21.8 %       0         * **       16.4 %  Sir Jonathon Band       20,730         * **       0         * **       * **  David Bernstein       50,951         * **       0         * **       * **  Alan Buckelew       124,620         * **       0         * **       * **  Arnold W. Donald       163,852 (4)       * **       0         * **       * **  Richard J. Glasier       34,686 (5)       * **       0         * **       * **  Stein Kruse       73,183         * **       3,901         * **       * **  Debra Kelly-Ennis       10,868         * **       0         * **       * **  Sir John Parker       36,586         * **       10,004 (6)       * **       * **  Stuart Subotnick       37,441         * **       0         * **       * **  Michael Thamm       0         * **       5,704         * **       * **  Laura Weil       33,831         * **       0         * **       * **  Randall J. Weisenburger       87,574         * **       0         * **       * **  All Directors and Executive Officers as a group (20 persons)       126,904,426 (7)       22.0 %       22,401         * **       16.5 % * As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and Carnival Corporation & plc 2018 Proxy Statement   31 SHARE OWNERSHIP Share Ownership of Certain Beneficial Owners and Management the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares. ** As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company. 30      Carnival Corporation & plc 2016 Proxy Statement SHARE OWNERSHIP Share Ownership of Certain Beneficial Owners and Management *** Less than one percent. (1) The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178. (2) Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see Principal Shareholders table below. (3) Includes (i) 4,921,222 shares of common stock held by the various Arison family trusts, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P. and (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2. 20,200,000 shares of common stock held by MA 1994 B Shares, L.P. have been pledged as collateral to secure a loan to the Miami Heat Limited Partnership. (4) Includes (i) 5,000 Vested Options and (ii) 1,807 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98. (5) Includes 10,000 Vested Options. (6) Includes 7,000 shares held by Whitefoord Limited on behalf of GHM Trustees Limited, the trustee for Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme. (7) Includes 15,000 Vested Options. Principal Owners Set forth below is information concerning the share ownership of (1) all persons known by us to be the beneficial owners of more than 5% of the 577,744,614 shares of Carnival Corporation common stock and trustheld by such persons. Each member of the Arison Group may be deemed to own the shares of beneficial interest in the P&O Princess Special Voting Trust outstanding as of January 20, 2016 and (2)common stock held by all persons known by us to be the beneficial owners of more than 5% of the 216,456,140 ordinary shares of Carnival plc outstanding as of January 20, 2016, 26,907,594 of which are directly or indirectly owned by Carnival Corporation and have no voting rights. Micky Arison, Chairman of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively,Group. For information on the “Arison Group”), beneficially own shares representing approximately 22.5%share ownership of other members of the voting powerArison Group, see “Principal Shareholders” table below. (3) Includes (i) 4,934,166 shares of Carnival Corporationcommon stock held by the various Arison family trusts, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P. and approximately 16.9%(iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2005 Trust No. 2. (4) Includes PBS grants scheduled to be released February 13, 2018. The executive officer will also receive additional shares at the time of vesting to take into account dividend reinvestment during the period. (5) Includes 381,725 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98. (6) Includes 7,000 shares held by Barclays Wealth on behalf of Barnett Waddingham Trustees Ltd., the trustee for Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme. (7) Includes 25,306 shares held by The Arnaldo Perez Trust U/A/D 3/18/2014. Principal Owners Set forth below is information concerning the share ownership of as of January 18, 2018: all persons known by us to be the beneficial owners of more than 5% of the 534,171,562 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding; and all persons known by us to be the beneficial owners of more than 5% of the 209,345,279 ordinary shares of Carnival plc outstanding, 26,016,594 of which are directly or indirectly owned by Carnival Corporation and have no voting rights. Micky Arison, Chairman of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Arison Group”), beneficially own shares representing approximately 28.0% of the voting power of Carnival Corporation and approximately 20.9% 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 19. The table below begins with the ownership of the Arison Group. 32      Carnival Corporation & plc and have informed us that they intend2018 Proxy Statement SHARE OWNERSHIP Share Ownership of Certain Beneficial Owners and Management    Name and Address of Beneficial    Owners or Identity of Group(1)     Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock*     Percentage of Carnival Corporation Common Stock     Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares     Percentage of Carnival plc Ordinary Shares      Percentage of  Combined Voting Power**     MA 1994 B Shares, L.P.               85,736,445     (2)(3)               16.0     %               0                   —                   11.9     %     MA 1994 B Shares, Inc.               85,736,445     (2)(3)               16.0     %               0                   —                   11.9     %     Artsfare 2005 Trust No. 2 c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805               35,465,423     (2)(5)               6.6     %               0                   —                   4.9     %     Verus Protector, LLC Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134             35,465,423   (2)(4)           6.6   %           0             —             4.9   %   Richard L. Kohan Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134             126,138,034   (2)(5)(11)           23.6   %           0             —             17.6   %   MBA I, L.P. SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805             900,000   (2)(6)           *   **           0             —             *   **   Artsfare 2003 Trust SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805             2,115,507   (2)(6)(7)(12)           *   **           0             —             *   **   TAMMS Management Corporation SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805             32,439   (2)(7)(12)           *   **           0             —             *   **   James M. Dubin Madison Place Partners, LLC One Madison Place Harrison, NY 10528             90,671,611   (2)(8)(10)           17.0   %           0             —             12.6   %   JMD Delaware, LLC             87,419,457   (2)(8)(10)           16.4   %           0             —             12.1   %   Nickel 2015-94 B Trust 1313 North Market Street Suite 5300 Wilmington, DE 19801             85,736,445   (2)(3)           16.0   %           0             —             11.9   %   SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805             36,015,423   (2)(9)           6.7   %           0             —             5.0   %   KLR, LLC Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134             87,419,457   (2)(11)           16.4   %           0             —             12.1   %   BlackRock, Inc. 55 East 52nd Street New York, NY 10022             28,278,850   (13)           5.3   %           17,008,820   (14)           8.1   %           6.3   %   Causeway Capital Management LLC 11111 Santa Monica Boulevard Los Angeles, CA 90025             0             —             11,154,323   (15)           5.3   %           1.6   % *, ** and *** have the same meanings as indicated in the table above. (1) The address unless otherwise noted is 1201 North Market Street, Wilmington, DE 19899. (2) The Arison Group has filed a joint statement on Schedule 13D with respect to causethe shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all such shares to be voted in favor of Proposals 1 through 17. The table below begins with the ownershipother members of the Arison Group. Carnival Corporation & plc 2016 Proxy Statement     31 (3) SHARE OWNERSHIP Share OwnershipMA 1994 B Shares, L.P. (“MA 1994, L.P.”) owns 85,736,445 shares of Certain Beneficial Owners and Management Name and Address of Beneficial Owners or Identity of Group(1)   Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares*   Percentage of Carnival Corporation Common Stock   Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares   Percentage  of Carnival plc Ordinary Shares   Percentage  of  Combined Voting Power** MA 1994 B Shares, L.P.       85,736,445 (2)(3)       14.8 %       0         * **       11.2 % MA 1994 B Shares, Inc.       85,736,445 (2)(3)       14.8 %       0         * **       11.2 % Artsfare 2005 Trust No. 2       35,465,423 (2)(5)(10)       6.1 %       0         * **       4.6 %     c/o SunTrust Delaware Trust Company     1011 Centre Road, Suite 108     Wilmington, DE 19805                     Verus Protector, LLC       35,465,423 (2)(4)       6.1 %       0         * **       4.6 %     Two Alhambra Plaza, Suite 1040     Coral Gables, FL 33134                     Richard L. Kohan       126,125,090 (2)(5)(11)       21.8 %       0         * **       16.4 %     Two Alhambra Plaza, Suite 1040     Coral Gables, FL 33134                     MBA I, L.P.       900,000 (2)(6)       * **       0         * **       * **     c/o SunTrust Delaware Trust Company     1011 Centre Road, Suite 108     Wilmington, DE 19805                     Artsfare 2003 Trust       3,047,946 (2)(6)(7)(12)       * **       0         * **       * **     c/o SunTrust Delaware Trust Company     1011 Centre Road, Suite 108     Wilmington, DE 19805                     TAMMS Management Corporation       32,439 (2)(7)(12)       * **       0         * **       * **     c/o SunTrust Delaware Trust Company     1011 Centre Road, Suite 108     Wilmington, DE 19805                     James M. Dubin       90,658,667 (2)(8)(10)       15.7 %       0         * **       11.8 %     c/o Madison Place Partners, LLC     One Madison Place     Harrison, NY 10528                     JMD Delaware, LLC       34,319,462 (2)(8)       5.9 %       0         * **       4.5 %     50 South LaSalle Street     Chicago, IL 60603                     Nickel 2015-94 B Trust       85,736,445 (2)(3)       14.8 %               11.2 %     1313 North Market Street, Suite 5300     Wilmington, DE 19801                     SunTrust Delaware Trust Company       36,065,423 (2)(9)       6.2 %       0         * **       4.7 %     1011 Centre Road, Suite 108     Wilmington, DE 19805                     KLR, LLC       87,419,457 (2)(11)       15.1 %       0         * **       11.4 %     Two Alhambra Plaza, Suite 1040     Coral Gables, FL 33134                     Northern Trust Corporation       35,561,779 (13)       6.2 %       0         * **       4.6 % Capital World Investors       35,022,917 (14)       6.1 %       0         * **       4.6 %     333 South Hope Street     Los Angeles, CA 90071                     T. Rowe Price Associates, Inc.       31,361,818 (15)       5.4 %       0         * **       4.1 %     100 E. Pratt Street     Baltimore, MD 21202                     AXA S.A.       0         * **       10,627,433 (16)       5.6 %       1.4 %     25 Avenue Matignon     75008 Paris France                     BlackRock, Inc.       0         * **       18,574,455 (16)       9.8 %       2.4 %     55 East 52nd Street     New York, NY 10022                     Schroders plc       0         * **       9,758,601 (16)       5.1 %       1.3 %     c/o Schroders Investment Management Ltd.           31 Gresham Street     London EC2V 7QA     United Kingdom                     *common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (“MA 1994, Inc.”), ** and *** havewhich is wholly-owned by the same meanings as indicated in the table above. 32      Carnival Corporation & plc 2016 Proxy Statement SHARE OWNERSHIP Section 16(a) Beneficial Ownership Reporting Compliance (1) The address of all entities, unless otherwise noted, is 1201 North Market Street, Wilmington, Delaware 19899. (2) The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. (3) MA 1994Nickel 2015-94 B Shares, L.P. (“MA 1994, L.P.”) owns 85,736,445 shares of common stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the Nickel “2015-94 B” Trust, a trust established for the benefit of Mr. Arison and members of his family (the “B Trust”). The sole limited partner of MA 1994, L.P. is the B Trust. Under the terms of the instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of the B Trust being the sole stockholder of MA 1994, Inc., the B Trust may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 85,736,445 shares of common stock. The administrative trustee of the B Trust is the Northern Trust Company of Delaware. (4) Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2. Carnival Corporation & plc 2018 Proxy Statement   33 (5) By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Richard L. Kohan may be deemed to own the aggregate of 126,123,090 shares of common stock beneficially owned by such entity, as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife. SHARE OWNERSHIP Section 16(a) Beneficial Ownership Reporting Compliance (6) MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 900,000 shares of common stock. (7) TAMMS Management Corporation holds 32,439 shares of common stock (“TAMMS Corp.”). TAMMS Corp. is wholly-owned by the Artsfare 2003 Trust. (8) By virtue of being the sole member of JMD Delaware, LLC, Mr. Dubin may be deemed to own the aggregate of 90,657,667 shares of common stock beneficially owned by such entity, as to which he disclaims beneficial ownership. Mr. Dubin owns 1,000 shares of common stock directly. (9) SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2 and the Dozer Trust. (10) JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. James Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts. (11) KLR, LLC is a Delaware limited liability company wholly owned by Mr. Richard L. Kohan. KLR, LLC acts as an investment and distribution adviser for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts. (12) The Artsfare 2003 Trust owns a controlling interest in MBA 1 (see Note 7 above) and is the sole shareholder of TAMMS Corp., (see Note 8 above). By virtue of its controlling interest in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I and by virtue of its ownership of TAMMS Corp., the Artsfare 2003 Trust is deemed to beneficially own 32,439 shares of common stock. (13) Northern Trust Company of Delaware acts as trustee for the Eternity Four Trust and beneficially owns all of the 29,364,216 shares of common stock held by Eternity Four Trust. In addition, according to the Schedule 13G filed by Northern Trust Corporation on February 13, 2014, it beneficially owns an additional 6,197,563 shares of common stock. (14) As reflected in separate Schedule 13G, filed on February, 6, 2015 with the SEC, Capital World Investors, reported sole voting power and sole dispositive power over 35,022,917 shares of common stock as a result of acting as an investment advisor to various investment companies. (15) As reflected in separate Schedule 13G, filed on February, 17, 2015 with the SEC, T. Rowe Price Associates, Inc. reported sole voting power over 11,155,655 shares of common stock and sole dispositive power over 31,279,418 shares of common stock as a result of acting as an investment advisor. (16) 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. (4) Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2. (5) By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Richard L. Kohan may be deemed to own the aggregate of 126,136,034 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife. (6) MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 900,000 shares of common stock. (7) TAMMS Management Corporation (“TAMMS Corp.”) holds 32,439 shares of common stock. TAMMS Corp. is wholly-owned by the Artsfare 2003 Trust. (8) By virtue of being the sole member of JMD Delaware, LLC and trustee of various Arison family trusts, Mr. Dubin may be deemed to own the aggregate of 90,670,611 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Dubin owns 1,000 shares of common stock directly. (9) SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2 and the Dozer Trust. (10) JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. James Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts. (11) KLR, LLC is a Delaware limited liability company wholly owned by Mr. Richard L. Kohan. KLR, LLC acts as an investment and distribution advisor for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts. (12) The Artsfare 2003 Trust owns a controlling interest in MBA 1 (see Note 6 above) and is the sole shareholder of TAMMS Corp., (see Note 7 above). By virtue of its controlling interest in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I and by virtue of its ownership of TAMMS Corp., the Artsfare 2003 Trust is deemed to beneficially own 32,439 shares of common stock. (13) As reflected in Schedule 13G, filed on January 30, 2017 with the SEC. Blackrock, Inc. reported sole voting power over 23,379,365 shares of common stock and sole dispositive power over 28,209,108 shares of common stock. (14) As reflected in Schedule 13G, filed on January 27, 2017 with the SEC. Blackrock, Inc. reported sole voting power over 13,414,706 ordinary shares, sole dispositive power over 17,007,498 ordinary shares and shared voting and dispositive power over 1,322 ordinary shares. (15) As reflected in a separate Schedule 13G filed on February 14, 2017, with the SEC, Causeway Capital Management LLC reported sole voting power over 9,196,018 ordinary shares and sole dispositive power over 11,154, 323 ordinary shares. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE   Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to Carnival Corporation and Carnival plc during and with respect to their most recent fiscal year and upon written representations from persons known to us to be subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “reporting person”), all reporting persons filed on a timely basis reports required by Section 16(a) of the Exchange Act during and with respect to the year ended November 30, 2017. 34      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION PROPOSAL 12 ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote to approve our executive compensation. We refer to this vote as the “say-on-pay” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions. The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. In 2017, our Boards recommended that we provide shareholders with the opportunity to cast their “say-on-pay” vote each year and our shareholders agreed. As a result, the next “say-on-pay” vote is expected to occur at the 2019 Annual Meetings. The Boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while continuing to produce value for their shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders. For example: Our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonuses and equity-based compensation) than fixed remuneration. In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for our Named Executive Officers which vest based upon the extent to which certain pre-grant or post-grant performance criterion are attained. These grants also have maximum payout limitations. Performance criterion may include annual operating income, return on invested capital (“ROIC”), absolute total shareholder return (“TSR”) and/or TSR rank relative to the 2017 Peer Group (defined below). To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements. The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by the competitive market to their named executive officers. Carnival Corporation & plc does not offer U.S. executives excise tax gross-up protections. We encourage you to read our Compensation Discussion and Analysis contained within this Proxy Statement for a more detailed discussion of our compensation policies and procedures. Our shareholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution: “Resolved, that the shareholders approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).” Carnival Corporation & plc 2018 Proxy Statement   35 COMPENSATION Approval of Carnival plc Directors’ Remuneration Report The Boards of Directors unanimously recommend a voteFOR approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement). PROPOSAL 13 APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT In accordance with Section 439 of the Companies Act and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report. The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report. UK law only requires an advisory vote on the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of this Proposal 13 will not require us to amend the report or require any Director to repay any amount. However, the Boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of remuneration policies and plans. The Boards of Directors unanimously recommend a voteFOR the approval of the Carnival plc Directors’ Remuneration Report. COMPENSATION DISCUSSION AND ANALYSIS and CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I Introduction Carnival Corporation and Carnival plc are separate legal entities (together referred to in this Report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the DLC arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees, are identical and there is a single senior management team. Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with Section 439 of the Companies Act and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report. 36      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in April 2016 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the Companies Act and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Carnival plc Annual Report for the year ended November 30, 2017. Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following Named Executive Officers of Carnival Corporation & plc:   Named Executive Officers  Arnold W. Donald President and Chief Executive Officer  David Bernstein Chief Financial Officer and Chief Accounting Officer  Stein Kruse Group Chief Executive Officer of Holland America Group and Carnival UK  Arnaldo Perez General Counsel and Secretary  Michael Thamm Chief Executive Officer of Costa Group and Carnival Asia Executive Summary Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our executive officers with our shareholders. We seek to provide total direct compensation (salary, bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes. Our compensation philosophy has historically been to emphasize at risk incentive pay in order to drive a pay-for-performance culture. In furtherance of this philosophy, all direct compensation for our Named Executive Officers, other than base salary, is 100% at risk and performance-based. Most of our executive officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of executive officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, to the degree practicable. Carnival Corporation & plc 2018 Proxy Statement   37 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I   2017 Compensation Practices and Policies   What we do ✓ All compensation is performance-based and not guaranteed, other than base salary ✓ Use multiple performance metrics to align pay with performance ✓ Put caps on incentive compensation ✓ Provide appropriate balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results ✓ Set rigorous stock ownership requirements for Named Executive Officers based on a target multiple of base salary ✓ Include clawback provisions in our incentive programs ✓ Provide for only double-trigger change-in-control provisions ✓ Prohibit short sales, short-term hedging and margin accounts of Carnival Corporation and Carnival plc 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, 2015. Carnival Corporation & plc 2016 Proxy Statement     33 COMPENSATIONshares   PROPOSAL 10✓ ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATIONEngage an independent compensation consultant to review and advise on executive compensation   As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with an advisory (non-binding) vote to approve our executive compensation. Although the vote is advisory and is not binding on the Boards,✓ Regularly review the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions. We referCommittee charter 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. Two 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 governanceensure best practices and recognize the significant interest of shareholderspriorities   What we don’t do   × Provide guaranteed minimum bonuses × Reload, reprice or back-date stock options × Provide tax gross-ups on compensation or benefits × Pay dividends on unvested or unearned performance-based share grants × Provide for automatic single-trigger vesting acceleration in executive compensation matters. The Compensation Committees seek to balance short-term and longer-term compensation opportunities to enableconnection with a change-in-control Shareholder Engagement Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all feedback received about executive compensation. In April 2017, shareholders approved our “say-on-pay” proposal with 89% of the votes cast in favor of the compensation paid to our Named Executive Officers. During the past year we have continued to engage with shareholders and seek feedback on our compensation program and incorporate the results of that feedback in our compensation decisions. As a result, the Compensation Committees did not make any changes to the executive compensation program specifically as result of the 2017 “say-on-pay” vote. The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2018, as well as other shareholder input, when reviewing executive compensation programs and policies. Process for Making Compensation Determinations The Compensation Committees determine the compensation policy and the compensation payable to all of our executive officers. The Compensation Committees interact with the management of Carnival 38      Carnival Corporation & plc to meet 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:2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Corporation & plc on compensation issues primarily through communications, meetings and discussions with Mr. Donald, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2017 annual compensation determination process, Mr. Donald and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of the fiscal year. After the fiscal year was completed, Mr. Donald and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. Mr. Donald reviewed the annual competitive market analysis provided by the independent consultant, as well as individual performance of each Named Executive Officer and the results of the group of brands or company-wide results, as appropriate, and provided the Compensation Committees with recommended total target compensation levels for each Named Executive Officer, except for his own. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc. The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for their employees are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the “Compensation Risk Assessment” section for additional information. Compensation Consultant. The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in their annual review of our executive and Director compensation programs. The Compensation Committees believe that FW Cook provided objective advice to the Compensation Committees. FW Cook provides no other services to Carnival Corporation & plc. During fiscal 2017, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees. In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s work raised no conflicts of interest. Peer Group Characteristics. The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of their consultant. This annual market assessment consists of an analysis of executive pay at a group of publicly-listed peer companies. The peer group listed below (the “2017 Peer Group”) was used when assessing the fiscal 2017 compensation for our Named Executive Officers, which was unchanged from the peer group developed in October 2016 (except for the removal of Starwood Hotels and Resorts Worldwide, Inc. as a result of its acquisition by Marriott International, Inc.). The 2017 Peer Group consists of 19 publicly-listed companies from diverse industries that exhibit similar size and business characteristics with Carnival Corporation & plc and reflect the market in which we may compete for business, investor capital and/or executive talent. The 2017 Peer Group reflects a balanced group of companies in the consumer discretionary sector, including media, retailing, services and transportation companies.   Our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonuses and equity-based compensation) than fixed remuneration. In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for our Named Executive Officers. The grants vest zero to 200% based upon the extent to which annual operating income, as adjusted for fuel price changes and foreign currency exchange rate impacts, for each of the three fiscal years in the 2015-2017 performance cycle and return on invested capital (“ROIC”) exceeds specified performance goals over the three-year performance cycle and as modified up or down by up to 10% at the end of the three-year performance cycle for Carnival Corporation & plc’s TSR rank relative to the Peer Group (defined below). To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements. The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by the competitive market to their named executive officers. Carnival Corporation & plc does not offer U.S. executives excise tax gross-up protections. We encourage you to read our Compensation Discussion and Analysis contained within this2018 Proxy Statement  for a more detailed discussion of our compensation policies and procedures.   39 34   COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I   2017 Peer Group Companies • American Airlines Group Inc. • Marriott International, Inc. • Darden Restaurants, Inc. • McDonald’s Corporation • Delta Air Lines, Inc. • MGM Resorts International • easyJet plc      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Approval of Carnival plc Directors’ Remuneration Report 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 35 to 68 of this Proxy Statement. The Boards of Directors unanimously recommend a voteFOR approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement). PROPOSAL 11 APPROVAL OF CARNIVAL PLC 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. 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. The Boards of Directors unanimously recommend a voteFOR the approval of the Carnival plc Directors’ Remuneration Report. COMPENSATION DISCUSSION AND ANALYSIS and CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I Introduction Carnival Corporation and Carnival plc are separate legal entities (together referred to in this report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the dual listed company (“DLC”) arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees, are identical and there is a single senior management team. Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of Carnival Corporation & plc 2016 Proxy Statement     35 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with Section 439A of the Companies Act 2006 and the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report. Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in September 2014 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Annual Report of Carnival plc for the year ended November 30, 2015. Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following Named Executive Officers of Carnival Corporation & plc: Named Executive Officers Arnold W. Donald President and Chief Executive Officer David Bernstein Chief Financial Officer Alan Buckelew Chief Operations Officer Stein Kruse Chief Executive Officer of the Holland America Group, which includes Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours Michael Thamm Chief Executive Officer of the Costa Group, which includes Costa Cruises and AIDA Cruises Executive Summary Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our Executive Officers with our shareholders. We seek to provide total direct compensation that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes. Our compensation philosophy has historically been to deliver lower base pay with an emphasis on at risk incentive pay in order to drive a pay-for-performance culture. In furtherance of this philosophy, beginning in fiscal 2016, all compensation for our Named Executive Officers, other than base salary, will be 100% at risk and performance-based. 36      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I 2015 Compensation Practices and Policies What we do ü Majority of pay is performance-based and not guaranteed ü Use multiple performance metrics to align pay with performance ü Put caps on incentive compensation ü Provide appropriate balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results ü Set rigorous stock ownership requirements for Named Executive Officers (values equal to a target multiple of base salary) who must retain at least 50% of any net share-based awards received until their target ownership is achieved ü Include clawback provisions in our incentive programs ü Provide for only double-trigger change-in-control provisions ü Prohibit short sales, short-term hedging and margin accounts of Carnival Corporation and Carnival plc shares ü Engage an independent compensation consultant to review and advise on executive compensation ü Regularly review the Compensation Committee charter to ensure best practices and priorities What we don’t do   × Provide guaranteed minimum bonuses × Reload, reprice or back-date stock options × Grant stock options with an exercise price less than fair market value × Provide tax gross-ups on compensation or benefits × Pay dividends on unvested or unearned performance-based share awards × Provide for automatic single-trigger vesting acceleration in connection with a change-in-control Shareholder Engagement Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all constructive feedback received about executive compensation. In April 2015, shareholders approved our “say-on-pay” proposal with 86.5% of the votes cast in favor of the compensation paid to our Named Executive Officers. Following its review of the 2015 voting results, the Compensation Committees decided that all compensation of our Named Executive Officers, other than base salary, will be 100% at risk and performance-based. We continued to seek and incorporate shareholder feedback in our compensation deliberations. The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2016, as well as other shareholder input, when reviewing executive compensation programs and policies. Carnival Corporation & plc 2016 Proxy Statement     37 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Fiscal 2015 Company Performance We experienced strong financial and operating performance in fiscal 2015. Our solid operational and financial performance in fiscal 2015 reflects senior leadership’s focus on executing our business strategies effectively to achieve our goals. This focus enabled us to deliver value to our shareholders in fiscal 2015, through our efforts to improve as we continue to build for future success. Fiscal 2015 Financial Results and Achievements •    Increased operating income by 45% to $2.57 billion • Continued to generate strong cash from operations of $4.5 billion in fiscal 2015 compared to $3.4 billion in fiscal 2014 • Increased diluted adjusted earnings per share by 40% to $2.70(1) • Increased quarterly dividend by 20% • Returned $1.1 billion to shareholders through the combination of dividends and share repurchases • Made significant changes to our leadership team, work processes and incentive programs to encourage and enable us to more efficiently collaborate, coordinate and communicate with each other, thus further optimizing our operations • Progressed in the emerging Asian cruise region, with six ships expected to be sailing from China in 2016 • Launched our 10th cruise brand, Fathom, a social impact travel brand • Introduced P&O Cruises (UK)’s 3,647-passenger Britannia, the largest ship ever built for British guests • Invested over $90 million in a new state-of-the-art campus for our world-class maritime training and accommodation facility • Continued a corporate-wide vessel enhancement program to improve emergency power capabilities, introduced new and enhanced fire safety technology and increased the level of operating redundancies • Continued successful fuel conservation initiatives, which have allowed us to reduce the rate of fuel consumption by almost 27% compared to fiscal 2007 • Furthered our environmental efforts by successfully using a new exhaust gas cleaning system technology that exceeds stricter air emissions standards, as well as mitigating higher fuel costs on our ships (1) Reconciliation to the corresponding $2.26 GAAP dilutive earnings per share can be found on page F-51 of the Carnival Corporation & plc joint Annual Report on Form 10-K filed with the SEC on January 29, 2016. 38      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Fiscal 2015 Named Executive Officer Compensation Target Pay Mix The compensation elements for our Named Executive Officers consist of base salary, an annual bonus and equity-based compensation. We have reinforced our commitment to strengthening the link between pay and performance for our Executive Officers through inclusion of variable compensation components. Our philosophy is to place greater emphasis on performance-based pay elements. Consistent with our philosophy regarding the importance of pay for performance, 86% of Mr. Donald’s fiscal 2015 target compensation consists of variable, performance-based annual bonuses and equity-based compensation. The other Named Executive Officers’ target compensation consists of 75% variable, bonuses and equity-based compensation. 2015 CEO Compensation Components Base Salary Remained unchanged for fiscal 2015. Annual Incentive Plan Received an annual bonus aligned with Carnival Corporation & plc’s fiscal 2015 financial performance. In fiscal 2015, Carnival Corporation & plc’s operating income increased 45% from fiscal 2014. As a result, the annual bonus awarded to Mr. Donald was 174.3% of his target bonus for fiscal 2015. Annual PBS Grant 40% of annual equity-based compensation was granted in the form of performance-based share (“PBS”) grants. The PBS grant provides a future compensation opportunity based on weighted operating income and ROIC performance goals over a three-year period (2015-2017), as modified based on our TSR rank relative to the Peer Group, with payout contingent on continued service. Annual TBS Grant 60% of annual equity-based compensation was granted in the form of time-based share (“TBS”) grants. The TBS grant is subject to a three-year cliff vesting condition. The ultimate value of the shares is subject to stock price fluctuation during the vesting period, which further aligns compensation with shareholder outcomes. Carnival Corporation & plc 2016 Proxy Statement     39 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Comparison of Fiscal 2015 and Fiscal 2014 CEO Total Direct Compensation (“TDC”). Mr. Donald’s total direct compensation increased by 8.4% in fiscal 2015, primarily due to a higher bonus in fiscal 2015 due to improved company performance. Overall Objectives and Philosophy The objectives of the Compensation Committees are to: Create competitive compensation packages that provide both short-term rewards and long-term incentives for positive individual and corporate performances; and Align the financial interests of our Executive Officers and our shareholders. The Compensation Committees’ philosophy is to: Place appropriate emphasis on the variable elements of compensation, such as the annual bonus and equity-based compensation; and Provide total direct compensation for each Named Executive Officer that is competitive for the market (as described below under “Competitive Market (Peer Group) Comparison”), adjusted as necessary to take into consideration a particular Named Executive Officer’s individual circumstances, as applicable (including his performance, experience and responsibility). Most of our Executive Officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of Executive Officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, as far as practicable. Overview of Total Direct Compensation for 2015 and Comparison to 2014 Total Cash Compensation. Annual changes in total cash compensation for Carnival Corporation & plc’s senior management team, including our Named Executive Officers, take into account changes in 40      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I operating income as measured at the enterprise-wide and/or operating company levels. Other considerations impacting cash compensation include changes in responsibility and market pay positioning of executives with similar responsibility levels in other corporations. The table below shows target and actual cash compensation for fiscal 2015 compared to target and actual cash compensation for fiscal 2014. Target total cash compensation for all of the Named Executive Officers, other than Mr. Bernstein, remained unchanged from fiscal 2014 to fiscal 2015. Annual bonuses increased in fiscal 2015 from fiscal 2014, consistent with our improved operating performance.     Fiscal 2014   Fiscal 2015   Change from Fiscal 2014   Change from Fiscal 2014 Named Executive Officer   Salary Plus Target Bonus   Salary Plus  Actual Bonus   Salary Plus Target Bonus   Salary Plus  Actual Bonus   Salary Plus Actual Bonus   Salary Plus Target Bonus Arnold W. Donald     $ 3,650,000       $ 4,911,400       $ 3,650,000       $ 5,618,950         14.4 %       0 % David Bernstein     $ 1,575,000       $ 2,005,000       $ 1,650,000       $ 2,355,850         17.5 %       4.8 % Alan Buckelew     $ 1,925,000       $ 2,350,000       $ 1,925,000       $ 2,742,300         16.7 %       0 % Stein Kruse(1)       N/A         N/A       $ 1,925,000       $ 2,335,000         N/A         N/A   Michael Thamm(2)     € 1,600,000       € 1,950,000       € 1,600,000       € 1,775,000         (9.0 %)       0 % (1) Mr. Kruse is a Named Executive Officer for the first time in 2015. (2) Mr. Thamm’s base salary and bonus is payable in euros. For fiscal 2014, his base salary and target bonus is equivalent to $2,144,000 and his base salary and actual bonus is $2,613,000 when converted to U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1. For fiscal 2015, his base salary and target bonus is equivalent to $1,792,000 and his base salary and actual bonus is equivalent to $1,988,000 when converted to U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:€1. Total Direct Compensation. In addition to the annual bonuses, individual equity grants (both the TBS grants and the PBS grants) take into account the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. The PBS grants provide compensation only to the extent specified performance targets are achieved over a three-year performance period. The changes in total direct compensation in fiscal 2015 from fiscal 2014 reflect the same factors that explain the year-over-year change in Named Executive Officer cash compensation. In addition, the Named Executive Officers, other than Mr. Donald, received a special PBS grant in 2014, so the total direct compensation reflects their reduction in aggregate equity grants. The table below compares each Named Executive Officer’s year-over-year change in total direct compensation (salary, annual bonus and equity grants). Named Executive Officer    Fiscal 2014 Total Direct Compensation    Fiscal 2015 Total Direct Compensation    Change  from Fiscal 2014 Total Direct Compensation Arnold W. Donald      $ 8,411,400        $ 9,118,950          8.4 % David Bernstein      $ 4,230,000        $ 3,580,850          (15.3 %) Alan Buckelew      $ 4,925,000        $ 4,317,300          (12.3 %) Stein Kruse(1)        N/A        $ 3,910,000          N/A   Michael Thamm(2)      € 4,457,797        € 2,778,049          (37.7 %) (1) Mr. Kruse is a Named Executive Officer for the first time in 2015. (2) Mr. Thamm’s base salary and bonus is payable in euros. His total direct compensation is equivalent to $5,973,448 for fiscal 2014 when converted to U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1. His total direct compensation is equivalent to $3,113,807 for fiscal 2015 when converted to U.S. dollars at the average exchange rate for fiscal 2015 of $1:12:€1. The Carnival plc restricted share units granted to Mr. Thamm are denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the Carnival plc restricted share units granted for: (a) fiscal 2014 has been converted from sterling into euros based on the December 27, 2013 grant date exchange rate of€1.20:£1, the January 12, 2015 grant date exchange rate of€1.28:£1, and the April 16, 2014 grant date exchange rate of€1.21:£1; and (b) fiscal 2015 has been converted from sterling into euros based on the January 11, 2016 grant date exchange rate of€1.33:£1 and the April 14, 2015 grant date exchange rate of€1.38:£:1. Carnival Corporation & plc 2016 Proxy Statement     41 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The fiscal 2014 and fiscal 2015 compensation values included in the above table reflect the fair value of TBS grants made in January 2015 (granted in fiscal 2015 based upon fiscal 2014 performance) and January 2016 (granted in fiscal 2016 based upon fiscal 2015 performance), respectively. Under SEC disclosure rules, TBS grants that were not made until fiscal 2016 do not appear in the “Grants of Plan-Based Awards in Fiscal 2015” table or the “Summary Compensation Table” for fiscal 2015, even though these grants are compensation for fiscal 2015. Instead, the grants made in January 2015 (based on 2014 performance) appear in the “Summary Compensation Table” for fiscal 2015. However, the Compensation Committees believe that the TBS grants made in fiscal 2016 are properly considered as part of our Named Executive Officers’ compensation for fiscal 2015 performance (in the same way that bonuses paid in fiscal 2016 are treated as compensation for fiscal 2015 performance). Because PBS grants depend on future performance, the Compensation Committees believe that the PBS grants (unlike the TBS grants) should be considered as compensation for the fiscal year in which they are granted, which is how such values are reflected in the table above. With respect to the special PBS grant made to each of our Named Executive Officers in fiscal 2014 (as described in more detail in last year’s Proxy Statement), the value included in the table is the grant value approved by the Compensation Committees. This value is different than the grant date fair value as determined for financial accounting purposes, which is required under SEC rules to be included in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal 2014” table to be calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). Process for Making Compensation Determinations The Compensation Committees determine the compensation policy and the compensation payable to all of our Executive Officers. The Compensation Committees interact with the management of Carnival Corporation & plc on compensation issues primarily through communications, meetings and discussions with Mr. Donald, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2015 annual compensation determination process, Mr. Donald and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of each year. After the fiscal year was completed, Mr. Donald and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc. Mr. Donald does not provide input regarding his own compensation levels. The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the section of the Proxy Statement entitled “Compensation Risk Assessment” for additional information. Compensation Consultant.The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in their annual review of our Executive and Director compensation programs. The Compensation Committees believe that FW Cook provided objective advice to the Compensation Committees. 42      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I During fiscal 2015, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees. In accordance with the New York Stock Exchange rules relating to compensation consultant independence in accordance with the provision of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Compensation Committees have determined that FW Cook and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s work raised no conflicts of interest. Peer Group Characteristics.The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of its consultant. This annual market assessment consists of an analysis of top officer pay at a group of publicly-listed peer companies listed below (the “Peer Group”). Based on the recommendations of FW Cook, the Compensation Committees approved the Peer Group before the annual assessment commenced. The Peer Group used when assessing the fiscal 2015 compensation for our Named Executive Officers, which remains unchanged from fiscal 2014, consisted of 13 U.S. publicly-listed companies comparable to Carnival Corporation & plc across one or more of the following factors: revenue, market capitalization, operating income, total assets, reported full-time employees, nature of business and complexity of business; and reflect a balanced group of media, entertainment, consumer goods and services and retailing companies. Notwithstanding the use of this Peer Group, the Compensation Committees believe there are no public companies that are directly comparable to Carnival Corporation & plc in terms of comparing executive officer pay. The only direct peers are Norwegian Cruise Line Holdings Ltd. and • FedEx Corporation • Royal Caribbean Cruises Ltd., which are substantially smaller corporations with significantly less revenue than Carnival • Hilton Worldwide Holdings Inc. • Starbucks Corporation & plc. The other selected companies have some characteristics similar to Carnival • Hyatt Hotels Corporation & plc, but they also have some significant differences. • United Continental Holdings, Inc. • International Consolidated Airlines Group, S.A. • United Parcel Service, Inc. • Las Vegas Sands Corp. • Wyndham Worldwide Corporation • Live Nation Entertainment, Inc.   Current Peer Group Companies • Colgate-Palmolive Company • Starbucks Corporation • Macy’s, Inc. • Starwood Hotels & Resorts Worldwide, Inc. • General Mills, Inc. • Target Corporation • Marriott International, Inc. • The DIRECTV Group, Inc. • McDonald’s Corporation • The Walt Disney Company • NIKE, Inc. • Yum! Brands, Inc. • Royal Caribbean Cruises Ltd. Competitive Market (Peer Group) Comparison.Annually, the Compensation Committees’ independent consultant conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2015. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the Peer Group to produce a consolidated aggregated competitive market range for total direct compensation. Carnival Corporation & plc 2016 Proxy Statement     43 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. However, the Compensation Committees increased Mr. Bernstein’s salary and target bonus so that it remained competitive with market compensation levels for his position after taking into account salary levels for similar roles at the Peer Group. Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level. Named Executive Officer Compensation Design and Elements The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation, retirement benefits and perquisites. The compensation practices for each of our Named Executive Officers vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our Named Executive Officers (Messrs. Donald, Bernstein and Buckelew) had company-wide roles during fiscal 2015 and two of our Named Executive Officers (Messrs. Kruse and Thamm) were Chief Executive Officers of two or more brands during fiscal 2015. As a result, the compensation practices for these two groups are different. Named Executive Officer Type of Role Base Salary Annual Bonus Equity-Based Compensation Retirement Benefits and Perquisites Arnold W. Donald Company-wide role Based on level of responsibility, and increases based on performance or other market factors Based 100% on company-wide operating income TBS and PBS awards to align with shareholder outcomes Reflect country practices where a Named Executive Officer resides David Bernstein          Alan Buckelew Competitive Market (Peer Group) Comparison. Annually, the Compensation Committees’ independent consultant conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2017. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the 2017 Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the 2017 Peer Group to produce a consolidated aggregated competitive market range for total direct compensation. These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are competitively positioned. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be generally competitive when within a range of 15% above or below the market median. Actual pay positioning can vary based on factors including job responsibilities, experience, impact of role and individual performance. Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level. Named Executive Officer Compensation Design, Elements and Pay Mix The compensation elements for our Named Executive Officers consist of base salary, an annual bonus, equity-based compensation, retirement benefits and perquisites. The compensation practices for each of our Named Executive Officers vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our Named Executive Officers (Messrs. Donald, Bernstein and Perez) had company-wide roles during fiscal 2017 and two of our Named Executive Officers (Messrs. Kruse and Thamm) were Chief Executive Officers of groups operating two or more brands during fiscal 2017. As a result, the compensation practices for these two types of roles are different. Stein Kruse CEO of a group of brands Based 50% on company-wide operating income and 50% on brands’ operating income   Michael Thamm 40      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Named Executive Officer Type of Role Base Salary Annual Bonus Equity-Based Compensation Retirement Benefits and Perquisites Arnold W. Donald Company-wide role Based on level of responsibility and increases based on performance  or other market factors Based 100% on company-wide operating income MTE, PBS and SEA grants to align with shareholder outcomes Reflect country practices where a Named Executive Officer is employed David Bernstein               Arnaldo Perez Stein Kruse CEO of a group of brands Based 50% on company-wide operating income and 50% on a group of brands’  operating income Michael Thamm In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such an element on total compensation (and thus, indirectly each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by a Named Executive Officer when making an equity grant. However, the annual bonus and equity-based compensation grants are set independently on the basis of dollar values (and are not set or determined as a fixed percentage of base salary). As reflected in our target pay mix below, all direct compensation of our Named Executive Officers, other than base salary, is 100% at risk and performance-based in line with our philosophy to place greater emphasis on performance-based pay elements. Fiscal 2017 Company Performance We experienced strong financial and operating performance in fiscal 2017 reflecting our senior leadership’s focus on executing our business strategies effectively to achieve our goals. Carnival Corporation & plc 2018 Proxy Statement   41 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I   Fiscal 2017 Financial Results and Achievements   • Fiscal 2017 net income of $2.6 billion or $3.59 diluted earnings per share compared to $2.8 billion or $3.72 in fiscal 2016. Adjusted net income increased to $2.8 billion or $3.82 adjusted diluted earnings per share in fiscal 2017 compared to $2.6 billion or $3.45 in fiscal 2016(1)   • Increased revenues by $1.1 billion to $17.5 billion   • Generated record cash from operations of $5.3 billion in fiscal 2017 compared to $5.1 billion in fiscal 2016   • Returned $1.7 billion to shareholders through the combination of dividends and share repurchases   • Increased quarterly dividend by 29% to $0.45 per share from $0.35 per share   • Remain on track to achieve our objective of double-digit ROIC in 2018, while maintaining a strong balance sheet and strong investment grade credit ratings   • Accelerated progress on our cost containment efforts resulting in more than $100 million of savings in fiscal 2017, bringing the cumulative savings to date to approximately $300 million   • Further roll-out of our state-of-the-art revenue management system, which will help us drive incremental revenue yield over time   • Implemented additional strategies to grow demand by increasing consumer awareness and consideration of our cruise brands and the global cruise industry through ongoing public relations efforts and advertising   • Launched Oceanview, our own proprietary digital streaming network, simultaneously with two new original content digital productions bringing the portfolio to six Ocean original series that are distributed across streaming platforms and our ships, showcasing ocean travel as a means to experience global destinations and learn about other cultures   • Launched PlayOcean, our proprietary mobile gaming portfolio, offering a selection of original games that can be played at home and on select ships   • Introduced three new ships during fiscal 2017:Seabourn Encore,Majestic Princessand AIDAperla   • Joined pledges to support the advancement of women’s leadership and diversity in the workplace drafted by Catalyst and to support and encourage diversity in the workplace drafted by the Executive Leadership Council   • Progressed in developing and implementing cutting-edge proprietary technology to enhance our ability to monitor and track ship nautical and technical performance in real time, including fuel consumption and emissions   • Launched the second cruise ship in the world to use liquefied natural gas in port and keel laying of the first of seven cruise ships on order to be fully powered by liquefied natural gas in port and at sea to further reduce exhaust gas emissions   • Obtained approval for two additional brands to begin operating voyages from the U.S. to Cuba (1) Reconciliation to the corresponding $2.6 billion net income and $3.59 GAAP diluted earnings per share can be found on page F-44 of the Carnival Corporation & plc joint Annual Report on Form 10-K filed with the SEC on January 29, 2018. 2017 Compensation Recommendations and Rationale For fiscal 2017, the Compensation Committees undertook a fundamental restructuring of the compensation program for Mr. Donald and the other Named Executive Officers as the special performance-based share grant, the one-time incentive grant made in 2013, had reached the end of its 42      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I three-year performance period in 2016. The restructured program significantly strengthened the performance-based focus of compensation to our Named Executive Officers and enhanced the alignment between executive rewards and long-term gains for Carnival Corporation & plc and its shareholders. The compensation program restructuring was influenced by investor feedback obtained as part of the Compensation Committees’ regular interface with our largest shareholders. The new compensation structure consists of base salary, performance-based annual bonus and three performance-based equity components tied to achievement of business objectives and total shareholder return. Therefore, every component of the new program, with the exception of base salary, is performance-based and at risk. This compensation philosophy also extends beyond our Named Executive Officers to include other key executives, reflecting the Compensation Committees’ commitment to aligning compensation with the success of Carnival Corporation & plc. Mr. Donald recommended to the Compensation Committees increases in base salary, target bonus and target equity for Mr. Kruse and Mr. Thamm because of their expanded responsibilities as company group leaders. Mr. Kruse added responsibility for Carnival UK mid-year, and Mr. Thamm added responsibility for Carnival Asia at the beginning of the year. The increases recommended for Mr. Bernstein were due to increased responsibilities along with market pay adjustments to better align his compensation with the competitive market for similar positions. The Compensation Committees accepted Mr. Donald’s recommendations. In addition, the Compensation Committees increased Mr. Donald’s salary from a relatively low base salary, unchanged since hire, to a near median salary to better align with the competitive market. Mr. Donald’s target bonus and target equity were also adjusted to bring his overall compensation to a level competitive with other executives with similar responsibilities within the 2017 Peer Group. The discussion of 2017 compensation elements and payout results is based on the foregoing discussion regarding the Compensation Committees’ pay philosophy, compensation design and elements, and Carnival Corporation & plc’s fiscal 2017 performance. Comparison of Fiscal 2017 and Fiscal 2016 Total Direct Compensation Mr. Donald – CEO Carnival Corporation & plc 2018 Proxy Statement   43 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Other Named Executive Officers (1) Mr. Perez is a Named Executive Officer when granting an equity award. However,for the annual bonusfirst time in fiscal 2017. (2) Mr. Thamm’s compensation has been converted into dollars from euro and equity-based compensation awards are set independently on the basis of dollar values (and are not set or determinedsterling as a fixed percentage of base salary).described below. Please refer to the following discussion and the “Compensation Tables” section for additional information on total direct compensation. Base Salaries A.    General Base salaries are intended to provide a level of fixed compensation that reflectsis reflective of each Named Executive Officer’s level of responsibility. As described above, the Compensation Committees’ philosophy is to provide low base salaries, and to place emphasis on the performance-based elements of compensation. Base salaries for fiscal 2015 of our Named Executive Officers for fiscal 2017 are reported in the “Summary Compensation Table.” The Compensation Committees annually review each Named 44      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Executive Officer’s performance and may increase the base salary of eacha Named Executive Officer inat their discretion if merited by performance or other market factors necessary to attract and retain our executives. Salaries for fiscal 20152017 were established for our Named Executive Officers in January 20152017 after performance results for the prior fiscal year were available. Mr. Donald reviewed the annual competitive market analysis provided by the consultant, as well as individual and brand performance, and provided the Compensation Committees with recommended salaries for each Named Executive Officer, except for his own. The recommendations included a review of each Named Executive Officer’s individual performance for the prior fiscal year. B.    2015 Base Salaries and Analysis At the beginning of fiscal 2015, Mr. Donald recommended to the Compensation Committees that there be no increase in the base salaries for our Named Executive Officers for fiscal 2015, other than for Mr. Bernstein (which is consistent with the lack of increase provided to other members of senior management). Mr. Donald recommended that Mr. Bernstein receive an increase to his base salary for fiscal 2015 for the reason described above. The Compensation Committees accepted Mr. Donald’s recommendations. As a result, the base salaries for fiscal 2015 were as follows: Named Executive Officer    Fiscal 2014 Base Salary    Fiscal 2015 Base Salary    Percentage Increase (%) Arnold W. Donald      $ 1,000,000        $ 1,000,000          0   David Bernstein      $ 675,000        $ 700,000          3.7   Alan Buckelew      $ 825,000        $ 825,000          0   Stein Kruse        N/A        $ 825,000          N/A   Michael Thamm(1)      € 700,000        € 700,000          0   (1) Mr. Thamm’s base salary is payable in euros. His base salary is equivalent to $938,000 for fiscal 2014 when converted into U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1 and $784,000 for fiscal 2015 when converted into U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:€1. Annual Bonuses A.    General In fiscal 2015,2017, each Named Executive Officer’s target bonus comprised a significant portion of their respective total cash compensation opportunity, supporting Carnival Corporation & plc’s objective to emphasize pay for performance. Annual bonus payments are intended to reward short-term individual, corporate, and branda group of brands’ performance results and achievements. The emphasis on the annual bonus as compared to base salary allows Carnival Corporation & plc greater flexibility in rewarding favorableto more closely link financial results to individual and overall company performance. B.    2015 Annual Bonuses and Analysis Fiscal 2017 bonuses for our Named Executive Officers are reported in the “Summary Compensation Table” under the column labeled “Non-Equity Incentive Plan Compensation.” For fiscal 2015,2017, the annual bonuses for our Named Executive Officers were determined in accordance with the Carnival Corporation & plc Management Incentive Plan (the “Incentive“Management Incentive Plan”) described below. 44      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The Management Incentive Plan is designed to focus the attention of our executives, including our Named Executive Officers, on achieving outstanding performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures. For the Named Executive Officers who are CEOsChief Executive Officers of a group of Carnival Corporation & plc 2016 Proxy Statement     45 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I brands, the Management Incentive Plan is designed to also focus their attention on achieving outstanding performance results as reflected in the operating income of the group of brands they oversee. Under the Management Incentive Plan, the Corporation Operating Income Target, Brand Operating Income Target and target bonus for each participant isexecutive are established by the Compensation Committees for each plan year. The Incentive Plan defines these terms as follows: “Corporation Operating Income” meansrespective operating income targets are the adjusted U.S. Generally Accepted Accounting Principles (“Adjusted GAAP”) net income of Carnival Corporation & plc, or the respective brand (or group of brands), excluding interest income and expense, other nonoperating income and expense, and income taxes, as reported by Carnival Corporation & plc, for the plan year. “Brand Operating Income” means the Adjusted GAAP net income ofor the respective brand (or group of brands) excluding interest income and expense and other nonoperating income and expense and income taxes,, as reported by the brand (or group of brands)applicable, for the plan year. The “Corporation Operating Income Target” and “Brand Operating Income Target” for each year is established by the Compensation Committees taking into account historical performance, investor guidance, company/industry growth, Carnival Corporation & plc’s annual plan, consultation with management, investor guidance (as to the Corporation Operating Income Target), the brand’s annual plan (as to the Brand Operating Income Target) and such other factors as the Compensation Committees deem appropriate. The “Brand Operating Income Target” for each year is also established byIn order to measure management’s controllable operating contribution to the Compensation Committees taking into account historical performance, company/industry growth,company, the brand group’s annual plan, consultation with managementCorporation and such other factors as the Compensation Committees deem appropriate. The Brand Operating Income Targets and the actual Corporation and Brand Operating Income achieved for fiscal 20152017 were measured using a constant fuel price per ton and constant currency exchange rates. In January 2015,2017, the Compensation Committees set the Corporation Operating Income Target for fiscal 20152017 at $2.2$3 billion, which was approximately 21%11.7% more than the actual adjusted Corporation Operating Income achieved in fiscal 2014.2016 when normalized for fuel price and currency exchange rate impact, consistent with historical methodology. The Compensation Committees believed that this target represented a challenging performance goal and was meaningfully higher than the actual results for fiscal 2014.goal. Under the Management Incentive Plan, the preliminary bonus amounts payable were dependent upon the amount of Corporation Operating Income achieved as compared to the Corporation Operating Income Target as follows:   Plan Provisions Corporation Operating Income (in thousands)   Performance Level (% of Target Achievement)   Payout Percentage(1) <$1,925,000   Below Threshold (<87.5%)   0%   $1,925,000   Threshold (87.5%)   50%   $2,200,000   Target (100%)   100%   $2,585,000   Maximum (117.5%)   200% Plan Provisions Corporation Operating Income (in millions)      Performance Level (% of Target Achievement)      Payout Percentage(1)     <$2,823.2      Below Threshold (<94.1%)             0%       $2,823.2      Threshold (94.1%)        50.0%       $2,941.8      At 98.1%        90.0%       $3,000.0      Target (100%)      100.0%       $3,228.9      Maximum (107.6%)      200.0%   (1) The payout curve includes twofour linear slopes as follows: (a) between Threshold and Target, and (b) between Target and Maximum.slopes. Payouts between these points are calculated using interpolation. Bonus funding under the Management Incentive Plan for the Named Executive Officers who are CEOsChief Executive Officers of a group of brands was calculated by reference to a bonus schedule that calibrates the respective weighted Brand Operating Income Target (50%) and Corporation Operating Income Target (50%) for the fiscal 20152017 plan year with the target bonus. The Compensation Committees considered the attainment of each brand’s Brand Operating Income Target for fiscal 20152017 to be achievable but challenging given each brand’s fiscal 20142016 performance.   46   Carnival Corporation & plc 20162018 Proxy Statement 45 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I   The fiscal 20152017 Brand Operating Income Target for the Holland America Group (applicable to Mr. Kruse) and the Costa Group (applicable to Mr. Thamm) were approximately 39%9.8% and 16%18.1%, respectively, more than the actual adjusted Brand Operating Income achieved in fiscal 2014.2016 when normalized for fuel price and currency exchange rate impact. The Compensation Committees believed that these targets represented challenging performance goals and were both meaningfully higher than the normalized actual results for fiscal 2014.2016. In January 2015, the Compensation Committees set the fiscal 2015 target bonuses under the Incentive Plan for our Named Executive Officers, representing no increase from their fiscal 2014 target bonus, except for Mr. Bernstein. Mr. Donald recommended that Mr. Bernstein receive an increase to his target bonus for fiscal 2015 for the reason described above. The Compensation Committees accepted Mr. Donald’s recommendations. The fiscal 20152017 target bonuses were, as follows:   Named Executive Officer Target  Bonus Arnold W. Donald $2,650,000 David Bernstein $   950,000 Alan Buckelew $1,100,000 Stein Kruse $1,100,000 Michael Thamm €   900,000 Named Executive Officer   Fiscal 2016 Target Bonus   Fiscal 2017 Target Bonus   Change from Fiscal 2016 Target Bonus     Arnold W. Donald       $2,650,000         $3,000,000         13.2   %     David Bernstein       $   950,000         $1,000,000         5.3   %     Stein Kruse       $1,100,000         $1,200,000         9.1   %     Arnaldo Perez       N/A         $   450,000         N/A       Michael Thamm       €   900,000         € 1,116,000         24.0   %   These amounts were established by the Compensation Committees after taking into consideration the competitive market analysis (described above), the increased business responsibilities for Messrs. Bernstein, Kruse and Thamm, historical bonus payout levels, the more challenging Corporation Operating Income Target established by the Compensation Committees for fiscal 20152017 and the Compensation Committees’ philosophy to place greater emphasis on performance-based pay elements. Following the end of fiscal 2015,2017, the Compensation Committees confirmed preliminary funding bonus amounts for the Named Executive OfficerOfficers based on the actual Corporation Operating Income and Brand Operating Income results achieved during fiscal 2015.2017. Under the terms of the Management Incentive Plan, the Compensation Committees then considered other factors deemed relevant to the performance of Carnival Corporation & plc and the individual brands. One such factor was our HESS performance, as determined by the HESS Committees. To make this annual determination, the HESS Committees met regularly with members of the Carnival Corporation & plc Maritime Policy & Analysis Department and senior management to review an extensive analysis of each brand’s and Carnival Corporation & plc’s enterprise-wide performance in HESS-related areas tracked throughout the course of the fiscal year. Based on its review of the HESS performance and other factors,Committees’ recommendation, the Compensation Committees approved adjustments to actual Corporation Operating Income and Brand Operating Income for fiscal 2015 to take into account the effects of gains on ship sales, restructuring expenses andAIDAprima’s liquidated damages received for late delivery.2017. After taking all of these adjustments into consideration, the Compensation Committees certified an adjusted Corporation Operating Income amount for fiscal 20152017 that was 113%103.4% of the fiscal 20152017 Corporation Operating Income Target. This figure was also 36% higher than the Corporation Operating Income for fiscal 2014 (which was also determined taking into account similar adjustments),Target and resulted in a preliminary bonus equal to 174.3%145.9% of Messrs. Donald, Bernstein and Buckelew’sPerez’s target bonus. Carnival Corporation & plc 2016 Proxy Statement     47 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The adjusted Corporation Operating Income, performance levels and resulting actual performance level payouts for fiscal 20152017 as approved by the Compensation Committees were as follows:   Actual Results and Payout Adjusted Fiscal 2015 Corporation Operating Income (in thousands)   Actual Percent of Target Achieved   Actual Fiscal 2015 Payout Percentage $2,486,000   113.0%   174.3% Actual Results and Payout Adjusted Fiscal 2017 Corporation Operating Income (in thousands)      Actual Percent of Target Achieved      Actual Fiscal 2016 Payout Percentage     $3,102      103.4%      145.9%   The Compensation Committees also certified an adjusted Brand Operating Income amount for the Holland America Group for fiscal 20152017 that was 100.1%108.1% of its 20152017 Brand Operating Income Target 46      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I and for the Costa Group that was 85.8%86.5% of its 20152017 Brand Operating Income Target. When these fiscal 20152017 brand results, inclusive of their respective HESS modifiers, were combined with the adjusted Corporate Operating Income results described above, the result was preliminary funding for Messrs. Kruse and Thamm, equal to 137.3%174.8% and 119.4%73.0% of their respective target bonuses. Mr. Donald made recommendations to the Compensation Committees for all Named Executive Officer annual bonuses except for his own. The recommendations included a subjective review of the applicable fiscal year overall performance of each Named Executive Officer. Mr. Donald also submitted his self-assessments to the Compensation Committees summarizing his own activities and results as compared to his goals, as well as Carnival Corporation & plc’s overall performance. Final bonus amounts were then determined by the Compensation Committees, taking into account Mr. Donald’s recommendations and input from FW Cook. In making their determinations, including whether to vary bonuses from the amount determined under the bonus schedule included in the Management Incentive Plan, the Compensation Committees considered the factors summarized in the Executive Summary“Executive Summary” section above, in addition to the competitive market compensation for each Named Executive Officer and itstheir subjective overall assessment of individual performance in fiscal 2015.2017. After taking into account the factors referred to above, together with an assessment of the individual performance of each of the Named Executive Officers, the Compensation Committees determined not to vary the final bonus amounts determined by the bonus schedule in the Management Incentive Plan. As a result, the bonuses for fiscal 2017 were as follows:more than actual bonus amounts for fiscal 2016, except for the bonus for Mr. Thamm. Named Executive Officer   Fiscal 2015 Target Bonus       Actual  2015 Payout Percentage       Fiscal 2015 Actual Bonus   Fiscal 2014 Actual Bonus   Change from Fiscal 2014 Actual Bonus Arnold W. Donald     $ 2,650,000         x         174.3 %       =       $ 4,618,950       $ 3,911,400         18.1 % David Bernstein     $ 950,000         x         174.3 %       =       $ 1,655,850       $ 1,330,000         24.5 % Alan Buckelew     $ 1,100,000         x         174.3 %       =       $ 1,917,300       $ 1,525,000         25.7 % Stein Kruse     $ 1,100,000         x         137.3 %       =       $ 1,510,000         N/A         N/A   Michael Thamm(1)     € 900,000         x         119.4 %       =       € 1,075,000       € 1,250,000         (14.0 )% (1) Mr. Thamm’s fiscal 2015 bonus is payable in euros. His bonus is equivalent to $1,675,000 for fiscal 2014 when converted into U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1 and $1,204,000 for fiscal 2015 when converted into U.S. dollars at the average exchange rate for fiscal 2015 of $1.12:€1. Equity-Based Compensation A.     General The Compensation Committees awardgrant equity-based compensation to our Named Executive Officers to provide long-term incentives and align management and shareholder interests. The Compensation Committees believe that a significant percentagesubstantial portion of compensation should be equity-based, rather than paid in cash.equity-based. The equity-based compensation program is designed to recognize scope of 48      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I responsibilities, reward demonstrated performance and leadership, motivate future superior performance and align the interests of the executive with our shareholders. There are two different types ofTo further augment these views the equity grants made toprogram for fiscal 2017 was 100% performance-based for our Named Executive Officers and other key executives within Carnival Corporation & plc: PBS grantsplc. For fiscal 2017, this includes three different types of performance-based equity grants: Management Incentive Plan-Tied Equity (“MTE”) grants; Performance-Based Share (“PBS”) grants; and TBS Shareholder Equity Alignment (“SEA”) grants. PBS These equity grants provide for performance-based vesting or granting criteria and align our senior management team’s long-term compensation opportunities with Carnival Corporation & plc’s long-term performance. In addition, the value of TBSthese equity grants (as well as PBS grants) appreciatesserve to link pay and performance in two ways: they have pre- or depreciatespost-grant performance criteria to determine the number of shares earned and the value of the shares earned appreciate or depreciate based on the trading price of our shares and thus these awards also serve to link pay and performance.shares. Our equity-based compensation grants are made pursuant to the Carnival Corporation 2011 Stock Plan or the Carnival plc 2014 Employee Share Plan, which have been approved by Carnival Corporation & plc’s shareholders. Messrs. Donald, Bernstein, BuckelewKruse and Kruse receivePerez received equity grants under the Carnival Corporation 2011 Stock Plan. Mr. Thamm received equity grants under the Carnival plc 2014 Employee Share Plan. Carnival Corporation & plc 2018 Proxy Statement   47 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The specific equity grants made to our Named Executive Officers reflect the desire of the Compensation Committees to have a substantial portion oflink this compensation be in the form of equity-based compensation.to performance. The number and form of equity grants made annually to our Named Executive Officers are determined both in the discretion of the Compensation Committees and pursuant to certain agreements with certain Named Executive Officers. Existing ownership levels are not a factor in awardgrant determinations, as the Compensation Committees do not want to discourage executives from holding significant amounts of Carnival Corporation and Carnival plc shares. The value of equity grants made to our Named Executive Officers other than Mr. Donald in 2015 was determined by the Compensation Committees after reviewing the recommendation of Mr. Donald and the Chairman of the Boards of Directors and the other elements of the Named Executive Officer’s current year compensation, and taking into account the position and role of the Named Executive Officer, histhe individual performance in the preceding fiscal year and historically, and histhe perceived future value to Carnival Corporation & plc. The Compensation Committees also reviewWhen reviewing the competitive market assessment provided by FW Cook for total direct compensation, the Compensation Committee also evaluated the long-term and short-term incentive compensation provided by the consultantcomponents to confirm that the value of a Named Executive Officer’s aggregate equity-based compensation and total direct compensation remains generally competitive. As discussed previously in “Overview of Total Direct Compensation for 2015 and Comparison to 2014,” individual equity grants values are not directly linked to operating income results or other company or individual performance from the prior year. Similar to the approach taken for the other Named Executive Officers, the value of equity grants made to Mr. Donald was determined by the Compensation Committees after consultation with their compensation consultant, in accordance with his employment agreement entered into when he was recruited andFW Cook, taking into account his position and role, his individual performance, perceived future value and competitive market position. The Compensation Committees determined the equity grants to our Named Executive Officers and all other participants based on the value of the shares rather than based on the number of the shares. B.     Disclosure and the Timing of Equity-Based Compensation The Compensation Committees met in April 2015January 2017 to determine the PBStarget values of the MTE grants and the SEA grants, and in January 2016April 2017 to determine the TBS2017 PBS grants, all of which are part of the equity-based compensation for key executives in fiscal 2015.2017. WhileThe fiscal 2017 MTE grant was made in January 2018 once the size ofManagement Incentive Plan performance result was assessed and verified. Because the TBS grant made to each Named Executive Officer at the beginning of each fiscal year is influenced by his experience and long-term prior performance, the vesting of these grants made to our Named Executive Officers is not subject to performance criteria. Although the TBSMTE grants are not solely based on the preceding fiscal year’s2017 performance, the Compensation Committees believe Carnival Corporation & plc 2016 Proxy Statement     49 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I that the discussion of these equity-based grants made after a fiscal year end is important to an understanding of overall Named Executive Officer compensation for the preceding fiscal year. Accordingly, inwe describe below the next section of this Compensation Discussion and Analysis, we described both the TBSMTE grants made in early fiscal 20162018 and the TBSMTE grants made in early fiscal 20152017 (which were discussed previously in last year’s Proxy Statement but first appear in the “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2015”2017” table in this year’s Proxy Statement). C.     Fiscal 2017 Annual Grants 2017 MTE Grants. In January 2017, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. Each target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. Following the end of fiscal 2017, the actual 2017 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. In January 2018, the actual MTE grant value earned was converted into a number of RSUs that cliff vest two years from the date of grant. The MTE grants do not receive dividends or have voting rights. Each MTE RSU is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary 48      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I shares. The dividend equivalents will be distributed upon the settlement of the MTE RSUs only upon vesting. Please see the “Equity Grants Made During Fiscal 2018 as Compensation for Fiscal 2017” table for additional MTE grant details. The MTE grants made to our Named Executive Officers in January 2018 were as follows:   Named Executive Officer      MTE Target Value(1)             2017 Payout Percentage          MTE Grant Value           Closing Price On Grant Date(1)           RSUs  Received(2)  (#)       Arnold W. Donald            $1,500,000              x              145.9   %           =          $   2,188,500              ÷              $68.52              =              31,939         David Bernstein            $   400,000              x              145.9   %           =          $   583,600              ÷              $68.52              =              8,517         Stein Kruse            $   500,000              x              174.8   %           =          $   874,000              ÷              $68.52              =              12,755         Arnaldo Perez            $   250,000              x              145.9   %           =          $   364,750              ÷              $68.52              =              5,323         Michael Thamm            €   465,000              x              73.0   %           =          €   339,450              ÷              € 56.18              =              6,042     (1) The closing price on the grant date is calculated by reference to the price of Carnival Corporation common stock or Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange, respectively, on the date of grant. The MTE grant made to Mr. Thamm is based on Carnival plc ordinary shares denominated in sterling. Because Mr. Thamm is compensated in euros, the Carnival plc ordinary share closing price on the grant date of £50.00 has been converted into euros based on an exchange rate of€1.12:£1. (2) RSUs received have been rounded down to the nearest whole share. Although considered to be compensation for performance in fiscal 2017, the MTE grants were made in early fiscal 2018 and, in accordance with SEC disclosure rules, are not shown in the “Grants of Plan-Based Awards in Fiscal 2017” table or included in the “Outstanding Equity Awards at 2017 Fiscal Year-End” table, and the grant date fair value of those shares are not reflected in the “Summary Compensation Table.” These grants will be reflected in the executive compensation tables in next year’s Proxy Statement. The MTE grants made during January 2017 were previously discussed in detail in our 2017 Proxy Statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of these grants are included in this Proxy Statement’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2017” table. 2017 PBS GrantsGrants. The PBS grants made to our Named Executive Officers and other key executives in fiscal 2015April 2017 vest zero to 200% of target based upon the extent to which operating income, as adjusted for certain fuel price change and currency exchange rate impacts, for each of the three fiscal years in the 2015-20172017-2019 performance cycle and the average of each annual ROIC result for the single three-year performance cycle exceeds the specified performance goals. This result is modified up or down by up to 10% at the end of the three year performance cycle depending on Carnival Corporation & plc’s TSR rank relative to the Peer Group. Under the terms of the award,grant, the operating income result is weighted 70% and ROIC result is weighted 30%. If the TSR modifier increase applies, theThe maximum payout would beis 200% of target. The operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive). The Compensation Committees believe that growth in operating income is a critical measure of Carnival Corporation & plc’s ability to maintain and grow earnings over time. The grants further align an increasing proportion of the total compensation of key members of our management team (96(105 senior managers worldwide, including our Named Executive Officers) with the long-term growth of Carnival Corporation & plc. The Compensation Committees believe the inclusion of PBS grants into the compensation program for our Named Executive Officers demonstrates the Compensation Committees’ continued focus on pay for performance and strengthens our commitment to aligning management compensation with shareholder outcomes. The Compensation Committees approved the PBS grants to our Named Executive Officers after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on increasingthe alignment between our Named Executive Officer’s pay outcomes and Carnival Corporation & plc’s long-term performance. The PBS2017 SEA Grants.In January 2017, the Compensation Committees made SEA grants made to ourthe Named Executive Officers in April 2015 were as follows: Named Executive Officer    Target PBS  Grants (#)    Grant Date  Fair Value of PBS Grants(1) Arnold W. Donald        29,479        $ 1,427,957   David Bernstein        8,949        $ 433,488   Alan Buckelew        12,107        $ 586,461   Stein Kruse        12,107        $ 586,461   Michael Thamm        7,645        € 354,686 (2) (1) The grant date fair value of the PBS grants is calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). (2) The PBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the PBS grants made to Mr. Thamm has been converted from sterling into euros based on the April 14, 2015 grant date exchange rate of€1.38:£1. The 2013 PBS grants made to Mr. Arison in July 2013 and Mr. Donald in October 2013 reached the end of the performance period at the end of fiscal 2015 and vested on February 9, 2016. Under the terms of the 2013 PBS grant, shares vested based upon the extent to which Carnival Corporation & 50      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I plc’s annual EBIT, as adjusted for 75% of year-over-year fuel price changes and 100% of Emission Control Areas-related fuel expense for each of fiscal 2013, 2014 and 2015 exceeded the base-line EBIT of $1,470,841,000 in the case of fiscal 2013, or actual EBIT for the immediately prior fiscal year, in the case of fiscal 2014 and 2015. Target vesting required a 6% annual increase in EBIT with 50% vesting for 4% growth and 150% vesting for 10% growth. The fiscal 2013, 2014 and 2015 annual adjusted EBIT growth payout percentages were averaged to obtain a final payout percentage. The actual vesting level was 120.04% of target. The final adjusted EBIT payout percentage was then subject to modification (+25% if in the first quartile against the fiscal 2013 peer group, 0% if in the second or third quartile, and -25% if in the fourth quartile). The actual result provided that no modification was made at the end of the three year performance cycle because performance fell within the second quartile of the peer group. Additional shares were provided to take into account dividend reinvestment during the period. D.    TBS Grants Made During Fiscal 2016 certain other key executives. All individuals who received awards during fiscal 2016 under the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, including our Named Executive Officers, receive restricted shares or RSUs that cliff vest after three years, such vesting being in conformity with the UK Corporate Governance Code. The Compensation Committees approved the equity-based awards to our Named Executive Officers after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations. The TBS grants for our Named Executive Officers in January 2016 were as follows: Named Executive Officer    TBS Grants Restricted Shares/RSUs (#)    Grant Date  Fair Value of TBS Grants(1) Arnold W. Donald        38,932        $ 2,099,992   David Bernstein        14,831        $ 799,984   Alan Buckelew        18,539        $ 999,994   Stein Kruse        18,539        $ 999,994   Michael Thamm        12,705        € 648,363   (1) The grant date fair value of the TBS grants is calculated by reference to the price of Carnival Corporation common stock on the New York Stock Exchange on the date of grant. The TBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the TBS grants made to Mr. Thamm has been converted from sterling into euros based on the January 11, 2016 exchange rate of€1.33:£1. E.    TBS Grants Made During Fiscal 2015 TBS grants made during January 2015 were previously discussed in detail in our 2015 Proxy Statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of the grants detailed below are included in this Proxy Statement’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2015” table. All participants in the Carnival Corporation 2011 Stock Plan and the Carnival plc 2005 Employee Share Plan, including our Named Executive Officers received restricted shares orSEA grants in the form of RSUs that cliff vest after three years, such vesting being in conformity with the UK Corporate Governance Code. The Compensation Committees approved the TBS grants to our Named Executive Officers after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors as well as reviewing the scope of the Named Executive Officers’ responsibilities,Carnival Corporation common stock.   Carnival Corporation & plc 20162018 Proxy Statement         5149 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I The SEA grant is based upon Carnival Corporation’s absolute TSR performance as modified by our TSR rank relative to the 2017 Peer Group over the period of December 31, 2016 through December 31, 2019. The maximum possible payout is six times the target number of SEA RSUs, subject to a value cap of seven times the grant date value. While dividends are taken into account in assessing the TSR calculations, these RSUs do not accrue any dividends over the performance period. Absolute TSR growth is calculated using the 90-day average stock price as of December 31, 2016 of $50.06. The earned shares will vest after the Compensation Committees certify the results and are contingent upon continued employment. The SEA grant requires an absolute TSR condition that is linked to Carnival Corporation’s share price growth as follows:   Goal Levels Absolute TSR Compound Annual Growth per Year (%) Vesting Payout (%)   Below Threshold       Less than 7     0.0%     0     Threshold     7     At 7%, each 0.3% increase in the compound annual growth rate increases the absolute TSR vesting by 5.6% of the initial number of SEA restricted stock units granted until the maximum growth is reached     50     Target     9.7     100   Maximum 20.5   At maximum, three times the initial number of SEA restricted stock units granted is earned subject to a cap that the number of shares be reduced to such shares as have a value equal to seven times the grant date value if, at the end of the performance period, they would then be worth more than seven times the grant date value   300 performanceThe absolute TSR payout percentage is then multiplied by a modifier tied to Carnival Corporation’s TSR ranking relative to the 2017 Peer Group which may increase or decrease the absolute TSR result, as follows:     Quintile          First          Second          Third          Fourth          Fifth       Relative TSR Ranking (%)        0-14        15-29        30-69        70-84        85-100       Relative TSR Modification (%)        33        75        100        125        200   The Compensation Committees believe that these SEA grants provide the Name Executive Officers with meaningful upside tied explicitly to shareholder outcomes, create alignment among the Named Executive Officers and long-term retention considerations. senior management team. The TBSSEA grants approved formade to our Named Executive Officers in January 2015 were as follows: Named Executive Officer    TBS Grants Restricted Shares/RSUs (#)    Grant Date  Fair Value of TBS Grants(1) Arnold W. Donald        45,366        $ 2,099,992   David Bernstein        17,282        $ 799,984   Alan Buckelew        21,602        $ 999,957   Stein Kruse        21,602        $ 999,957   Michael Thamm        16,552        € 648,944   (1) The grant date fair value of the TBS grants is calculated by reference to the price of Carnival Corporation common stock on the New York Stock Exchange on the date of grant. The TBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the TBS grants made to Mr. Thamm has been converted from sterling into euros based on the January 12, 2015 exchange rate of€1.28:£1. The TBS grants during fiscal 20152017 are shownincluded in the “Grants of Plan-Based Awards in Fiscal 2015” table2017” table. D.     Disclosure of Prior Years’ Equity Grant Results 2015 PBS Grants. The 2015 PBS grants made to the Named Executive Officers in April 2015 reached the end of the performance period at the end of fiscal 2017 and are includedvested on February 13, 2018. Under the terms of the 2015 PBS grant, shares vested based upon the extent to which Corporation Operating Income (70% weighting), as adjusted for 100% of year-over-year fuel price changes and currency 50      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I exchange rate impact for each of fiscal 2015, 2016 and 2017 and ROIC growth (30% weighting) over the three-year performance period reached or exceeded the following:   Goal Level     Annual Corporation Operating Income Growth Goal (%)     2015 Corporation Operating Income Goals ($ in billions)     2016 Corporation Operating Income Goals ($ in billions)     2017 Corporation Operating Income Goals ($ in billions)     2017 ROIC Growth Goal (%)     Payout for Operating  Income & ROIC  Goals (%)       Threshold           8             1,925             2,535             3,055             40             50         Target           14             2,200             2,676             3,225             50             100         Maximum           22             2,585             2,864             3,451             67             200     The operating income and ROIC results for the 2015 PBS grant were as follows:   Operating Income and ROIC Results       2015 Corporation Operating Income ($ in billions)       2016 Corporation Operating Income ($ in billions)       2017 Corporation Operating Income ($ in billions)     2017 ROIC Growth     2017 ROIC       Annual Adjusted Operating Income           $2,444             $2,783             $3,254                 Annual Adjusted Operating Income Growth           111.11   %           18.54   %           15.03   %               Annual Operating Income Growth Payout           163.49   %           156.75   %           112.88   %               ROIC Growth                       74.58   %           9.43   %   The fiscal 2015, 2016 and 2017 annual adjusted Corporation Operating Income growth payout percentages were averaged, and the growth of fiscal 2017 ROIC over fiscal 2014 ROIC was calculated to determine the respective payout percentages that were then weighted. The weighted payout percentage was then subject to modification for relative TSR (+10% if in the “Outstanding Equity Awardsfirst quartile against the 2015 peer group, 0% if in the second or third quartile, and -10% if in the fourth quartile) to obtain a final payout percentages, as follows:   Payout % and TSR Modifier      Unweighted Payout (%)      Weighting (%)       Weighted  Payout (%)       Average Annual Adjusted Operating Income Payout            144.37              70              101.06         ROIC Payout            200.00              30              60.00         Weighted Operating Income and ROIC Payout                      161.06         TSR Modifier (second quartile)                      100.00         Final Payout after TSR Modifier                      161.06     Based on these performance measures, the Named Executive Officers received the following:   Named Executive Officer 2015 PBS  Earned  Shares(1) (#)   Arnold W. Donald 47,478   David Bernstein 14,413   Stein Kruse 19,499   Arnaldo Perez 8,138   Michael Thamm 12,313 (1) Additional shares will be provided to take into account dividend reinvestment during the period. Carnival Corporation & plc 2018 Proxy Statement   51 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Special PBS Grant Made to Named Executive Officers (other than the Chief Executive Officer) in December 2013. The special PBS grant made to Messrs. Bernstein, Kruse, Perez, Thamm and other senior officers in December 2013 reached the end of its three-year performance period on December 26, 2016. Under the terms of this special PBS grant, shares were earned based on the compound annual growth rate, including the value of dividends reinvested (“CAGR”) of Carnival Corporation’s absolute TSR over the three-year performance period.       # of Special PBS     Grant Level   CAGR Required (%)   Vesting Percentage (%)   Bernstein & Kruse   Perez   Thamm       Below Threshold       Less than 5         0         0         0         0         Threshold       5       20     5,696         1,424         5,518         Target       7         100         28,481         7,120         27,591         Maximum       17         500         142,408         35,600         137,955     CAGR performance of Carnival Corporation’s TSR was measured from the 90-day average closing price of a share of Carnival Corporation common stock of $35.11 on December 27, 2013 against the 90-day average closing price of a share of Carnival Corporation common stock, including the value of reinvested dividends, of $53.61 at 2015 Fiscal Year-End” table,December 27, 2016. This resulted in CAGR of 15.15%, which corresponded to a vesting percentage of 426%. Half of the earned shares were released on December 29, 2016 and the grant date fair value of thoseremaining half was released on December 27, 2017. As a result, the following shares is reflected in the “Summary Compensation Table.”were earned:   Named Executive Officer Special PBS Shares Earned(1) (#)   David Bernstein 121,329   Stein Kruse 121,329   Arnaldo Perez 30,331   Michael Thamm 117,537 (1) Participants received Carnival Corporation common stock, except for Mr. Thamm who received Carnival plc ordinary shares, 50% of which vested on December 26, 2016 and 50% of which vested on December 27, 2017. Perquisites and Other Compensation Our Named Executive Officers are provided various perquisites believed by the Compensation Committees to be representative of common practices for executives in their respective countries. Some of Mr. Donald’s and Mr. Thamm’s perquisites and other benefits are provided pursuant to terms of their employment agreements. The Compensation Committees, with the assistance of FW Cook, review perquisites provided to our Named Executive Officers on a periodic basis and take into account each Named Executive Officer’s particular circumstances and overall level of compensation, and believe that perquisites provided by Carnival Corporation & plc continue to be an appropriate element of the overall compensation package used to attract and retain such officers. The Compensation Committees have approved a policy to establish procedures and controls as to the authorized use of aircraft owned or chartered by Carnival Corporation & plc (the “Aircrafts”“Aircraft”). According to the policy, the AircraftsAircraft can only be used for business purposes. Guests may accompany these Executivesexecutives when traveling. The Compensation Committees have also agreed to allow Mr. Donald to use the Aircrafts a maximum of 30 hours ofAircraft for personal use so long as the incremental cost to Carnival Corporation & plc does not exceed $200,000 per year. Once that threshold is reached, Mr. Donald will reimburse us for those 52      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I costs. The Compensation Committees determined that the AircraftsAircraft usage policy and levels of usage and costs were consistent with those offered by large multinational companies like Carnival Corporation & plc. The perquisites received by each Named Executive Officer in fiscal 2015,2017, as well as their incremental cost to Carnival Corporation & plc, are reported in the “Summary Compensation Table” and its accompanying footnotes. Post-Employment Compensation Obligations Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our Named Executive Officers upon a change of control of Carnival Corporation & plc, with the exception of the employment agreement with Mr. Donald. Carnival Corporation & plc does not have employment agreements with any of our Named Executive Officers that provide cash severance benefits in connection with the termination of the executive’s employment, with the exception of employment agreements with Mr. Donald and Mr. Thamm. 52      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Mr. Donald’s employment agreement which is consistent with U.S. norms, provides for a three-year term, commencingsubject to renewal annually on October 14 2013.th of each year. If Mr. Donald wishes to leave prior to the end of the three-yearcurrent term, he would generally need to giveprovide at least 60 days’ written notice. The payments to Mr. Donald in the event of termination are set forth in section of the Proxy Statement entitled “Post-Employment Cash Compensation Obligations to Mr. Donald.”Donald” section. Mr. Thamm’s employment agreement provides that he is generally entitled to an amount equal to one year’s base salary and bonus as compensation for his agreement not to engage in competition with us. The Compensation Committees believe that the severance benefits provided to Mr. Thamm under his employment agreement are reasonable and in accordance with market practice in Italy. During 2015, the Compensation Committees entered into an amendment of Mr. Thamm’s employment contract, primarily for the parties to agree that Mr. Thamm will participate in the Incentive Plan beginning in fiscal 2015. Upon termination of employment for certain circumstances or upon a change of control, our Named Executive Officers may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, however, the default provision upon a change in control would provide only for a “double trigger” acceleration of equity grants (such that no acceleration would occur unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the plans pursuant to which the equity grants were made, the grant agreement and under individual agreements with certain Named Executive Officers. However, none of our Named Executive Officers are entitled to receive any tax gross-up payments in respect of their severance benefits or accelerated equity grants. The benefits that our Named Executive Officers may be eligible to receive in connection with the termination of their employment or upon a change of control are described in detail in this Proxy Statement under the heading “Potential Payments Upon Termination or Change of Control.” The Compensation Committees believe that these arrangements are reasonable and encourage an executive to comply with post-termination non-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated. Pensions and Deferred Compensation Plans As part of the overall compensation program, Carnival Corporation & plc operates various group pension programs for certain of itstheir executives. Under the Carnival Corporation pension programs, base salaries and annual bonuses were used to determine pension benefits. Until January 1, 2009,December 31, 1997, Mr. Buckelew received retirement benefitsPerez participated in the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees (the “Retirement Plan”), which is a nonqualified defined Carnival Corporation & plc 2018 Proxy Statement   53 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I benefit plan. His benefit accruals under the Princess Cruises Supplemental Senior Executive Retirement Plan (the “Princess SERP”). As a result of the application of Section 457A, Mr. Buckelew’s benefit under the Princess SERP was frozen as of December 31, 2008then ceased and he has not accrued any additionalbegan earning benefits under the Princess SERP since that date. In addition, until January 1, 2009, Messrs. Bernstein participated in the Carnival Corporation Fun Ship Nonqualified Savings Plan (the “Savings Plan”), which is a nonqualified defined contribution plan whereby certain executives maywere able to defer salary and/or bonus amounts into the Savings Plan. Carnival Corporation matches 50% of every dollar Mr.Until January 1, 2009, Messrs. Bernstein deferred intoand Perez participated in the Savings Plan. Additional information regarding the Retirement Plan up tois included in the lower of (i) 50% of“Pension Benefits” table and the U.S. Internal Revenue Service qualified plan limitation (which in 2015 was $17,500, or $23,000 with catch-up contributions) or (ii) 6% of his annual base salary (before any pre-tax contributions from his pay and taxes) and bonus.narrative which follows. Additional information regarding the Savings Plan is described in the narrative immediately following the “Nonqualified Deferred Compensation in Fiscal 2015” table. Information regarding nonqualified deferred compensation for each of our Named Executive Officers is shown in the “Nonqualified Deferred Compensation in Fiscal 205” table.2017” table and the narrative which follows. Carnival Corporation & plc 2016 Proxy Statement     53 COMPENSATION Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I Messrs. Kruse and Thamm do not participate in any pension or defined contribution plans sponsored by Carnival Corporation or Carnival plc. As a result ofIn accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation no longer provides future accrualspaid out all benefits accrued under the Princess SERP,Retirement Plan and the Savings Plan or the Salary Deferral Plan to its employees, including our Named Executive Officers.in December 2017. In lieu of participation in the Savings Plan, the Compensation Committees approved payment of an additional annual bonus directly to these employees in an amount equal to what would have been deposited on behalf of those employees into those plans, less, as described below, any amount Carnival Corporation contributes to the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan (the “401(k) Plan”). These payments are taxable as ordinary income. Beginning with the 2010 calendar year, the 401(k) Plan was amended and currently allows Messrs. Donald, Bernstein and BuckelewPerez (as well as all other highly compensated employees) to defer a limited amount of compensation into the 401(k) Plan subject to nondiscrimination testing. Similarly, Carnival Corporation shall make a matching contribution to the 401(k) Plan under the plan’s formula, subject to nondiscrimination testing. Stock Ownership Requirements Our Boards of Directors and Compensation Committees believe it is important for Executive Officersexecutive officers and Directors to build and maintain a long-term ownership position in Carnival Corporation or Carnival plc shares in order to align their financial interests with those of our shareholders and to encourage the creation of long-term value. Our compensation structure provides for a significant percentage of compensation to be equity-based, which places a substantial portion of compensation at risk over a long-term period. Accordingly, our Section 16 Officers, including our Named Executive Officers, are subject to a stock ownership policy. The policy specifies target ownership levels of Carnival Corporation or Carnival plc shares for each participantexecutive expressed in terms of the value of the equity holdings (including unvested restricted shares and RSUs)(excluding RSUs which have not vested) as a multiple of each Section 16 Officer’s base salarysalary. The target ownership levels are as follows:   Officers    Ownership Target Multiple of Base Salary Chairman   Chair and/or Chief Executive Officer    5X6X salary Vice ChairmanChair and/or Chief Operating Officer    4X salary Other Section 16 Officers    3X salary Individuals who are newly designated as Section 16 Officers are expected to be in compliance with the stock ownership policy within five years of the date of becoming a Section 16 Officer. All of our Named Executive Officers have already complied with the stock ownership policy. Our Section 16 Officers are restricted from trading call and put options and entering into any hedging transactions with respect to our shares. Carnival Corporation & plc does not make any commitment to any persons covered by the stock ownership policy that they will receive any particular level of equity-based awards.grants. The stock ownership policy provides that Section 16 Officers be required to retain at least 50% of the share awardsshares received upon exercise or release after deducting the exercise price (of stock options) and withholding taxes, until their target ownership is achieved. 54      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Report of the Compensation Committees Impact of Regulatory Requirements on Compensation In making determinations regarding executive compensation, the Compensation Committees consider relevant issues relating to accounting treatment, tax treatment (both company and individual) and 54      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Report of the Compensation Committees regulatory requirements. The global nature of Carnival Corporation & plc’s operations necessarily means that monitoring these technical issues and considering their potential impact on the appropriate design and operation of executive remuneration programs is an increasingly complex exercise. Technical issues are evaluated in light of Carnival Corporation & plc’s philosophy and objectives for executive compensation and itstheir corporate governance principles, as described earlier in this Compensation Discussion and Analysis. REPORT OF THE COMPENSATION COMMITTEES   The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed it with the management of Carnival Corporation & plc. Based on itstheir review and discussions with management, the Compensation Committees recommended to our Boards of Directors that the Compensation Discussion and Analysis be incorporated by reference into the Carnival Corporation & plc 2017 joint Annual Report on Form 10-K for 2015 and included in the Carnival Corporation & plc 2016 proxy statement.2018 Proxy Statement. This reportReport is provided by the following independent Directors, who comprise the Compensation Committees:       The Compensation Committee     of Carnival Corporation   The Compensation Committee of Carnival plc   Randall J. Weisenburger, ChairmanChair   Randall J. Weisenburger, ChairmanChair     Richard J. Glasier   Richard J. Glasier     Laura Weil   Laura Weil COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION   The Compensation Committees are comprised entirely of three independent Directors listed above. No member of the Compensation Committees is a current, or during 2015fiscal 2017 was a former, officer or employee of Carnival Corporation, Carnival plc or any of their subsidiaries. During 2015,fiscal 2017, no member of the Compensation Committees had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In 2015,fiscal 2017, none of our Executive Officersexecutive officers served on the boardsboard of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Carnival Corporation or Carnival plc.   Carnival Corporation & plc 20162018 Proxy Statement       55 COMPENSATION Compensation Tables   COMPENSATION TABLES   Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single senior management team. The following tables, narrative and footnotes discuss the compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for the year ended November 30, 2015,2017, who are referred to as the Named Executive Officers. Because Mr. Thamm lives in Italy, hisThamm’s cash compensation was payable in euros.euro. These euro amounts have been converted into U.S. dollars at the average U.S. dollar to euro exchange rate for fiscal 20152017 of $1.12:€1. Summary Compensation Table   Name and Principal Position   Fiscal Year   Salary ($)   Bonus ($)   Stock Awards(1) ($)   Non-Equity Incentive Plan Compensation ($)   All Other Compensation(2) ($)   Total ($) Arnold W. Donald       2015         1,000,000         —         3,527,949         4,618,950         227,009         9,373,908       President & CEO       2014         1,000,000         —         3,527,992         3,911,400         291,120         8,730,512         2013         416,667         1,125,000         5,845,134         —         469,549         7,856,350 (3) David Bernstein       2015         700,000         —         1,233,472         1,655,850         226,061         3,815,383       CFO       2014         675,000         —         3,121,189         1,330,000         122,551         5,248,739         2013         595,000         —         914,458         317,200         132,586         1,959,244   Alan Buckelew       2015         825,000         —         1,586,417         1,917,300         415,890         4,744,607       Chief Operations Officer       2014         825,000         —         3,424,196         1,525,000         296,680         6,070,876   Stein Kruse       2015         825,000         —         1,586,417         1,510,000         80,308         4,001,725       CEO of the Holland                                 America Group                             Michael Thamm       2015         784,000         —         1,145,869         1,204,000         259,932         3,393,801       CEO of the Costa       2014         938,000         —         3,429,976         1,675,000         441,707         6,484,683       Group       2013         924,000         —         627,830         594,000         318,523         2,464,353   Name and Principal Position Fiscal Year Salary ($) Stock Awards(1) ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation(2) ($) Total ($) Arnold W. Donald   2017   1,500,000   6,821,713   4,377,000   347,362   13,046,075     President & CEO   2016   1,000,000   4,598,986   4,041,250   241,584   9,881,820     2015         1,000,000         3,527,949         4,618,950         227,009         9,373,908     David Bernstein   2017   750,000   2,094,331   1,459,000   221,746   4,525,077     CFO & CAO   2016   700,000   1,641,451   1,448,750   256,949   4,047,150     2015         700,000         1,233,472         1,655,850         226,061         3,815,383     Stein Kruse   2017   925,000   2,713,268   2,097,600   95,117   5,830,985     Group CEO of Holland   2016   825,000   2,096,489   1,654,400   83,270   4,659,159     America Group & Carnival UK       2015         825,000         1,586,417         1,510,000         80,308         4,001,725     Arnaldo Perez   2017   450,000   1,024,532   656,550   238,623   2,369,705     General Counsel & Secretary   Michael Thamm   2017   963,480   2,306,767   912,442   117,534   4,300,223     CEO of Costa   2016   777,000   1,479,178   1,053,945   214,217   3,524,340     Group & Carnival Asia       2015         784,000         1,145,869         1,204,000         259,932         3,393,801     (1) No stock option grants were made in fiscal 20132015 through 2015.2017. The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares Carnival Corporation RSUs and Carnival plc RSUs made to our Named Executive Officers in fiscal 2015,2017, calculated in accordance with ASC 718. The valuation of share-based grants is discussed in Notes 2 and 1312 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2015.2017. The amounts reflect the grant date fair value (102%(100% of target) of the annual SEA grants made in January 2017 and PBS grants made in April 2015,2017, calculated in accordance with ASC 718. The grant date fair value of the annual SEA grants and PBS grants assuming combined maximum performance (being 200% and 600% of target)target, respectively) is $2,855,914$19,322,888 for Mr. Donald, $866,976$5,506,461 for Mr. Bernstein, $1,172,921 for Mr. Buckelew, $1,172,921$6,967,844 for Mr. Kruse, $1,951,591 for Mr. Perez and $750,495$6,939,315 for Mr. Thamm. For the proceeds actually received by the Named Executive Officers upon exercise of options granted in prior years or the vesting of restricted shares or RSUs, see the “Option Exercises and Stock“Stock Vested for Fiscal 2015”2017” table. For the grant date fair value of equity grants made to our Named Executive Officers as compensation for fiscal 2015,2017, which grants were made in January 2016,2018, see the “Equity Grants Made During Fiscal 20162018 as Compensation for Fiscal 2015”2017” table. (2) See the “All Other Compensation Table”Compensation” table for additional information. (3) Mr. Donald served as President and CEO for a portion of fiscal 2013, from July to November 2013.   56        Carnival Corporation & plc 20162018 Proxy Statement COMPENSATION Compensation Tables   The amounts set forth in the column entitled Stock Awards in the “Summary Compensation Table” do not represent the equity-based compensation granted as compensation for fiscal 2015.2017. As required by SEC rules and as described in Note 1 to the “Summary Compensation Table,” the amounts reported in this column only reflect the PBS, SEA and MTE grants made during fiscal 2015.2017. The amounts reported in this column do not include value associated with MTE grants made in January 20162018 that are described in the Compensation Discussion and Analysis. The equityMTE grants made to our Named Executive Officers in January 20162018 as compensation for fiscal 20152017 are as follows: Equity Grants Made During Fiscal 20162018 as Compensation for Fiscal 20152017   Name    Grant Date  Fair Value of Stock Awards(1) ($)    Option  Awards ($) Arnold W. Donald        2,099,992          0   David Bernstein        799,984          0   Alan Buckelew        999,994          0   Stein Kruse        999,994          0   Michael Thamm        706,862          0   Name Grant Date Fair Value      of Stock Awards(1) ($)      Arnold W. Donald 2,188,460 David Bernstein 583,589 Stein Kruse 873,973 Arnaldo Perez 364,732 Michael Thamm 416,898 (1) The amounts are the full value of the TBSMTE grants on January 11, 2016,16, 2018, the date the grants were made.made effective. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the January 11, 201616, 2018 exchange rate of $1.45:$1.38:£1. The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in itstheir financial statements over the grant’s vesting period or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon any future performance. The full grant date fair value may not correspond to the actual value that will be realized. All Other Compensation Table Each component of the All Other Compensation column in the “Summary Compensation Table” for fiscal 2017 is as follows:   Item   Arnold W. Donald ($)   David Bernstein ($)   Alan Buckelew ($)   Stein Kruse ($)   Michael Thamm ($)   Arnold W. Donald ($)   David Bernstein ($)   Stein Kruse ($)   Arnaldo Perez ($)   Michael Thamm ($)   Compensation in lieu of Savings Plan profit sharing contribution     —        140,565        346,789        —        —        50,797         152,297         —         134,735         —     Employer contributions to defined contribution plan     7,950        7,950        8,585        20,373        —        8,100         8,100         20,555         8,100         —     Private medical/health insurance costs and premiums(1)     38,268        48,769        39,093        11,042        —        43,690         38,943         16,898         68,923         —     Automobile lease or allowance     24,000        11,400        11,400        12,000        30,128        24,000         11,400         12,000         11,400         38,565     Personal use of Aircraft(2)     127,072        —        —        —        —    Personal use of Aircrafts(2)     200,000         —         —         —         —     Other personal air travel     14,028        5,398        —        35,249        —        2,311         2,812         33,022         5,508         —     Tax planning and return preparation fees     9,095        4,000        8,190        —        —          15,895             4,500         —         5,185         —     Living accommodations and maintenance     —        —        —        —        144,178        —         —         —         —         34,005     Driver and Security     1,943        —        —        —        85,626    Driver and security     —         —         —         —         43,529     Other(3)     4,653        7,979        1,833        1,644        —        2,569         3,694         12,642         4,772         1,435                                                       Total     227,009        226,061        415,890        80,308        259,932    TOTAL     347,362         221,746         95,117         238,623         117,534     (1) Certain of our Named Executive Officers are eligible to participate in an executive health insurance program, which includes a fully insured plan and a secondary insured plan. Amounts reported represent the cost of the premiums paid on a Named Executive Officer’s behalf under these plans plus the additional costs of medical services rendered during the fiscal year. Named Executive Officers participating in this plan generally have until March 31, 20162018 to submit their 20152017 claims for reimbursement, and as a result, these amounts may increase. The maximum amount that may be reimbursed in any year under the secondary plan is $20,000. (2) Represents the aggregate incremental cost to Carnival Corporation & plc for travel on the AircraftsAircraft not related to company business. The aggregate incremental cost for the use of the AircraftsAircraft for personal travel is calculated by multiplying the hourly   Carnival Corporation & plc 20162018 Proxy Statement       57 COMPENSATION Compensation Tables     hourly variable cost rate for the AircraftsAircraft used by the hours used. The hourly variable cost rate primarily includes fuel, airport handling and other fees, aircraftAircraft repairs and maintenance, crew expenses and catering. The hourly variable cost rate is recomputed annually to reflect changes in costs. Fixed costs which do not change based on usage, such as pilots’ salaries, Aircraft depreciation and overhead costs, are excluded. (3) Includes the total amount of other benefits provided, none of which individually exceeded $10,000 for the designated Named Executive Officer. These other benefits include: accidental death or dismemberment insurance premiums, long-term disability insurance premiums, life and auto insurance premiums, automobile repairs and expenses, spousal meals,unused leave, the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares, and gross-ups for [a portion]a portion of income taxes for spousal travel. Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 20152017 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement. Grants of Plan-Based Awards in Fiscal 20152017 Equity grants and non-equity awards made to the Named Executive Officers during fiscal 20152017 are as follows:         Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards(1) ($)   Estimated Possible Payouts UnderEquity Incentive Plan Awards(2) (#)   All Other Stock Awards: Number of Shares of Stock or Units(3)   Grant Date Fair Value of Stock Awards(4)     Grant       Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) ($)   Estimated Possible Payouts Under Equity Incentive Plan Awards(2) (#)   All Other Stock Awards: Number of Shares of Stock or Units(3)   Grant Date Fair Value of Stock Awards(4)   Name   Grant Date   Threshold   Target   Maximum   Threshold   Target   Maximum   (#)   ($)     Type   Grant Date   Threshold   Target   Maximum   Threshold   Target   Maximum   (#)   ($)   Arnold W. Donald       1,325,000        2,650,000        5,300,000                    1,500,000     3,000,000     6,000,000                 1/12/2015                    45,366        2,099,992      MTE   1/17/2017                 30,161     1,601,247       4/14/2015              14,740        29,479        58,958          1,427,957      SEA     1/17/2017           17,500     35,000     210,000       2,220,489         PBS             4/5/2017                   25,510             51,020             102,040               2,999,976       David Bernstein       475,000        950,000        1,900,000                    500,000     1,000,000     2,000,000                 1/12/2015                    17,282        799,984      MTE   1/17/2017                 11,489     609,951       4/14/2015              4,475        8,949        17,898          433,488    Alan Buckelew       550,000        1,100,000        2,200,000                  1/12/2015                    21,602        999,957      SEA     1/17/2017           5,000     10,000     60,000       634,426       4/14/2015              6,054        12,107        24,214          586,461          PBS             4/5/2017                   7,228             14,455             28,910               849,954       Stein Kruse       550,000        1,100,000        2,200,000                    600,000     1,200,000     2,400,000                 1/12/2015                    21,602        999,957      MTE   1/17/2017                 14,164     751,967       4/14/2015              6,054        12,107        24,214          586,461      SEA     1/17/2017           6,000     12,000     72,000       761,311         PBS             4/5/2017                   10,204             20,408             40,816               1,199,990       Arnaldo Perez       225,000     450,000     900,000               MTE     1/17/2017                 6,893     365,949     SEA     1/17/2017           1,250     2,500     15,000       158,606         PBS             4/5/2017                   4,252             8,503             17,006               499,976       Michael Thamm       504,000        1,008,000        2,016,000                    624,960     1,249,920     2,499,840                 1/12/2015                    16,552        770,621 (5)    MTE   1/17/2017                 7,169       359,730 (5)      4/14/2015              3,823        7,645        15,290          375,247 (6)    SEA     1/17/2017           6,000     12,000     72,000         761,311 (6)        PBS             4/5/2017                   10,367             20,734             41,468               1,185,726   (7)     (1) Represents the potential value of the payout of the annual bonuses under the management incentive planManagement Incentive Plan for fiscal 20152017 performance. The Non-Equity Incentive Plan awards were made under the Management Incentive Plan. The actual amount of a Named Executive Officer’s annual bonus paid in fiscal 20162018 for fiscal 20152017 performance is shown in the “Summary Compensation Table” underin the “Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential payout under each plan, see the description in the “2017 Annual Bonuses” section of the Compensation Discussion and Analysis under the section “2015 Annual Bonuses.”Analysis. (2) Represents the potential number of shares under the annual PBS and SEA grants. For a more detailed description of the potential payout under theseannual PBS and SEA grants, see the description in the “Fiscal 2017 Annual Grants” section of the Compensation Discussion and Analysis under the section “Annual PBS Grants.”Analysis. 58      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Tables (3) Represents the number of restricted shares of Carnival Corporation common stock underlyingunder the TBSannual MTE grants made in fiscal 20152017 under the Carnival Corporation 2011 Stock Plan, with the exception of Mr. Thamm. Mr. Thamm who received Carnival plc RSUsan MTE grant under the Carnival plc 2014 Employee Share Plan. (4) Represents the full grant date fair values of the stockequity grants made in fiscal 2015,2017, which were determined based on the assumptions set forth in Notes 2 and 1312 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 20152017 (disregarding estimated forfeitures). The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in itstheir financial statements over the grant’s vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon future performance. The full grant date fair value may not correspond to the actual value that will be realized. 58      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Tables (5) The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the January 12, 201517, 2017 exchange rate of $1.52:$1.22:£1. (6) The SEA grant was made in the form of Carnival Corporation RSUs for all Named Executive Officers, including Mr. Thamm. The SEA grant is denominated in U.S. dollars. (7) The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the April 14, 20155, 2017 exchange rate of $1.46:$1.25:£1. Narrative Disclosure to the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal 2015”2017” Table Employment Agreements Two of our Named Executive Officers have employment agreements as follows:   Mr. Donald entered into an employment agreement in October 2013, which was amended in October 2016, setting forth the contractual and economic terms of his post as the President and Chief Executive Officer of Carnival Corporation & plc. The employment agreement provides for a term of three years. Mr. Donald’s base salary for fiscal 2015 is $1,000,000, which is subject to increase or decrease byrenewal annually. Mr. Donald’s compensation is determined at the discretion of the Boards of Directors. Mr. Donald’s annual performance-based bonus will be determined pursuant to the Incentive Plan. Mr. Thamm entered into ana new agreement in June 2012, which was last amended in November 2014,April 2017 setting forth the contractual and economic terms of his post as the Chief Executive Officer of the Costa Group.Group and Carnival Asia. Mr. Thamm’s annual base salary compensation for fiscal 2015 is€700,000. Pursuant to the agreement, Mr. Thamm’s annual performance-based bonus is determined pursuant toat the Incentive Plan. Indiscretion of the event the agreement is terminated, in consideration for non-competition and non-solicitation obligations, Mr. Thamm will receive an amount equal to his annual base salary and target bonus, payable in quarterly installments.Compensation Committees. For more detailed information regarding the employment agreements, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc 20152017 joint Annual Report on Form 10-K. Annual Bonus Plans Annual bonuses for our Named Executive Officers are determined based on the Management Incentive Plan. For more detailed information regarding this plan, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc 20152017 joint Annual Report on Form 10-K. Equity-Based Compensation In January 2015,2017, the Compensation Committees made MTE and SEA grants, and in April 2017 the Compensation Committees made the annual TBSPBS grants, all in the form of restricted shares or RSUs to our Named Executive Officers that cliff vest after three years, in conformity with the UK Corporate Governance Code. The closing price of Carnival Corporation common stock and Carnival plc ordinary shares on January 12, 2015, the grant date, was $46.29 and £30.63, respectively.Officers. The restricted shares have the same rights with respect to dividendsMTE and other distributions as all other outstanding shares of Carnival Corporation common stock. RSUsPBS grants do not receive dividends or have voting rights. Each MTE and PBS grant RSU is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares. The cash and stock dividend equivalents will be distributed upon the settlement of theare settled only when these RSUs upon vesting. In accordance with the Compensation Committees’ focus on long-term shareholder return, the Compensation Committees also approved the 2015 annual PBS grants on April 14, 2015 for our Named Executive Officers and other key executives within Carnival Corporation & plc. The PBS grants vest zero to 200% of target. The initial vesting calculation is determined based on the extent to which Carnivalare released from restriction.   Carnival Corporation & plc 20162018 Proxy Statement       59 COMPENSATION Compensation Tables   Corporation & plc’s annual operating income, as adjusted for fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2015-2017 performance cycle exceeds and ROIC exceeds the specified performance goals over the three-year performance period. The vesting percentage is then modified up or down by up to 10% at the end of the three year-performance cycle for Carnival Corporation’s TSR rank relativePlease refer to the Peer Group. The maximum payout is 200% of target. Compensation Discussion and Analysis for additional detail on these grants. For further information regarding forfeiture and treatment upon termination or change of control, refer to the section entitled “Potential Payments Upon Termination or Change of Control” below.section. Outstanding Equity Awards at Fiscal 20152017 Year-End Our Named Executive Officers do not hold options for either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation options, restricted shares and RSUs granted by Carnival Corporation & plc to and held by our Named Executive Officers as of November 30, 2015,2017, except for the options and RSUs issued to Mr. Thamm whichwhose RSUs are related to Carnival plc ordinary shares, is as follows:     Option Awards   Stock Awards    Stock Awards   Name   No. of Securities Underlying Unexercised Options (#) Exercisable   No. of Securities Underlying Unexercised Options (#) Unexercisable   Option Exercise Price ($)   Option Expiration Date   No. of Shares or Units of Stock That Have Not Vested (#)   Market  Value of Shares or Units of Stock That Have Not Vested(1) ($)   Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)    No. of Shares or Units of Stock That Have Not Vested (#)      Market Value of Shares or Units of Stock That Have Not Vested(1) ($)      Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not  Vested (#)      Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   Arnold W. Donald     5,000       0       47.83       10/16/2016       3,611 (2)     182,464       93,457       23,611,911 (5)      45,366 (2)       2,977,824        29,479        3,116,514 (3)              54,834       2,770,762 (3)     38,314       3,872,013 (7)      38,932 (4)       2,555,496        47,407        6,223,591 (5)              50,578 (4)     2,555,706       29,479       2,979,148 (8)      30,161 (6)       1,979,768        51,020        3,348,953 (7)              45,366 (6)     2,292,344                  35,000        2,297,400 (8)                                                      TOTAL     5,000          0           154,389         161,250            114,459                 162,906          David Bernstein     0       0           16,467 (9)     832,078       28,481       7,195,725 (10)      17,282 (2)       1,134,390        8,949        946,086 (3)              10,802       545,825 (3)     11,631       1,175,429 (7)      14,831 (4)       973,507        15,963        2,095,623 (5)              14,932 (4)     754,514       8,949       904,386 (8)      60,665 (9)       3,982,051        14,455        948,826 (7)              17,282 (6)     873,259            11,489 (6)       754,138        10,000        656,400 (8)                                                      TOTAL     0       0           59,483         49,061            104,267                 49,367          Alan Buckelew     0       0           10,226 (9)     516,720       28,481       7,195,725 (10) Stein Kruse      21,602 (2)       1,417,955        12,107        1,279,949 (3)              5,808       293,478 (3)     15,736       1,590,280 (7)      18,539 (4)       1,216,900        20,801        2,730,755 (5)              9,273 (4)     468,565       12,107       1,223,533 (8)      14,164 (6)       929,725        20,408        1,339,581 (7)              10,801 (6)     545,775            60,665 (9)       3,982,051        12,000        787,680 (8)                                                      TOTAL     0       0           36,108         56,324            114,970                 65,316          Stein Kruse     0       0           26,560 (9)     1342,077       28,481       7,195,725 (10) Arnaldo Perez      10,369 (2)       680,621        5,053        534,202 (3)              12,196       616,264 (3)     15,736       1,590,280 (7)      8,898 (4)       584,065        9,287        1,219,197 (5)              24,084 (4)     1,216,965       12,107       1,223,533 (8)      6,893 (6)       452,457        8,503        558,137 (7)              21,602 (6)     1,091,549            15,166 (9)       995,496        2,500        164,100 (8)                                                      TOTAL     0       0           84,442         56,324            41,326                 25,343          Michael Thamm     0       0           4,824 (9)     250,752       27,591       7,170,901 (10)      16,552 (2)       1,049,195        7,645        780,496 (3)              15,448       780,587 (3)     13,015       1,353,039 (7)      12,705 (4)       805,342        14,223        1,803,129 (5)              20,870 (4)     1,084,823       7,645       794,774 (8)      7,169 (6)       454,427        20,734        1,314,283 (7)              16,552 (6)     860,373            58,769 (9)       3,725,238        12,000        787,680 (8)                                                      TOTAL     0       0           57,694         48,251            95,195                 54,602          (1) Market value of the stock awards is based on the closing price of Carnival Corporation common stock on November 30, 20152017 of $50.53,$65.64, except for the Carnival plc RSUs granted to Mr. Thamm under the Carnival plc 2014 Employee Share Plan 60      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Tables and the Carnival plc 2005 Employee Share Plan, which are based on closing price of Carnival plc ordinary shares on November 30, 20152017 of £34.65,£47.66, which has been converted into $51.98$63.39 based on the November 30, 20152017 exchange rate of $1.50:$1.33:£1. (2) Restrictions lapse on May 22, 2016.January 12, 2018. (3) Market value is based onreflects the final payout performance of 120.04% payout161.06% on the July 2013 and October 2013 PBS.April 2015 PBS grant. These grants vestvested based upon the extent to which annual EBIT,Operating Income, as adjusted for fuel price changes and fuel expense in emission control areas,currency exchange rate impacts for each of the three fiscal years in the 2013-20152015-2017 performance cycle exceeded specifiedand ROIC for the three-year performance goals.cycle. The TSR modifier had no impact. Additional shares were provided to take into account dividend reinvestment during the performance period. (4) Restrictions lapse on January 14, 2017.11, 2019. 60      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Tables (5) Market value is based on target performance assuming 500% payout on the special PBS grant to Mr. Donald as at November 30, 2015. This equity incentive award is based on Compound Annual Growth Rate (“CAGR”) of Carnival Corporation’s total shareholder return over the three-year period ending October 14, 2016. Mr. Donald may receive a number of shares valued at up to eight times the initial target value of the grant based on the CAGR growth of the closing price of a share of Carnival Corporation common stock on the date of grant compared to the 90-day average price of a share of Carnival Corporation common stock as at the end of the three-year period. (6) Restrictions lapse on January 12, 2018. (7) Market value is based on maximum performance assuming 200% payout on the April 20142016 PBS grant as at November 30, 2015. These grants vest zero to 200% of target based upon the extent to which annual EBIT, as adjusted for fuel price changes for each of the three fiscal years in the 2014-2016 performance cycle and ROIC for the three-year performance cycle exceeds specified performance goals, as modified up or down by up to 25% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the TSR modifier increase applies, the maximum payout would be 200% of target. (8) Market value is based on maximum performance assuming 100% payout on the April 2015 PBS grant as at November 30, 2015.2017. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and foreign currency exchange rate impacts for each of the three fiscal years in the 2015-20172016-2018 performance cycle and ROIC for the three-year performance cycle, exceeds specified performance goals, as modified up or down by up to 10% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the TSR modifier increase applies, thepeer group. The maximum payout would beis 200% of target. (9)(6) Restrictions lapse on January 15, 2016.17, 2020. (10)(7) Market value is based on maximumtarget performance assuming 500%100% payout on the April 2017 PBS grant as at November 30, 2017. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2017-2019 performance cycle and the average of ROIC results for the three-year performance cycle, exceeds specified performance goals. (8) Market value is based on target performance assuming 100% payout on the January 2017 SEA grant as at November 30, 2017. These grants vest zero to 300% of target based on attaining certain absolute TSR growth goals and may be modified by TSR rank relative to our 2017 Peer Group at the end of a three-year performance period. The maximum relative TSR modification is 200% of the absolute TRS performance for a combined maximum payout of six times target. The 2017 SEA grant is also subject to a value cap of seven times the grant date value. (9) Market value reflects the unvested portion of the final performance of 426.00% payout on the special PBS grant to these Named Executive Officers as at November 30, 2015.2017. This equity incentive awardgrant is based on CAGR of Carnival Corporation’s total shareholder return over the three-year period ending December 27, 2016. Our Named Executive Officers may receive a number of shares valued at up to eight times the initial target valueHalf of the grant basedearned shares vested on December 27, 2016 and the CAGR growth of the closing price of a share of Carnival Corporation common stock as of the date of grant compared to the 90-day average price of a share of Carnival Corporation common stock as at the end of the three-year period.second half vested on December 27, 2017. Option Exercises and Stock Vested for Fiscal 20152017 None of our Named Executive Officers held options during fiscal 2017. The following table provides information for our Named Executive Officers on (1) option exercises during fiscal 2015, including the number of shares acquired on exercise and the value realized, and (2) the number of shares acquired upon the vesting of restricted shares and RSUs and the value realized, each before the payment of any applicable withholding tax and broker commissions.      Option Awards    Stock Awards Stock Awards Name    Number of  Shares Acquired on Exercise (#)    Value  Realized on Exercise(1) ($)    Number of  Shares Acquired on Vesting (#)    Value  Realized on Vesting(1) ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting(1) ($) Arnold W. Donald        5,000          248,950          3,840          184,858       342,700         21,380,437     David Bernstein        0          0          17,845          773,045       98,626         5,251,976     Alan Buckelew        0          0          23,524          1,056,971   Stein Kruse        0          0          33,046          1,431,553       115,906         6,193,821     Arnaldo Perez     39,729         2,134,984     Michael Thamm        5,700          261,117          13,657          646,693       106,430         5,500,530     (1) The value realized on exercise represents the difference between the fair market value of Carnival Corporation or Carnival plc shares at exercise and the exercise price of the options. The fair market value of Carnival Corporation sharescommon stock realized on exercise or vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of exercise in the case of options or the vesting date in the case of stock.vesting. The fair market value of Carnival plc ordinary shares realized on exercise or vesting has been determined using the average of Carnival Corporation & plc 2016 Proxy Statement     61 COMPENSATION Compensation Tables the highest and lowest sale prices reported as having occurred on the London Stock Exchange on the date of vesting. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the exchange rate on the date of exercise or vesting. Carnival Corporation & plc 2018 Proxy Statement     61 COMPENSATION Compensation Tables Pension Benefit in Fiscal 20152017 Messrs. Donald, Bernstein, Kruse and Thamm do not participate in any defined benefit pension plans sponsored by Carnival Corporation or Carnival plc. Mr. BuckelewPerez participates in the Princess SERP.Retirement Plan.   Name   Plan Name   Number  of Years Credited Service(1) (#)   Present  Value of Accumulated Benefit(2) ($)   Payments  During Last Fiscal Year(3) ($) Plan Name   Number of Years Credited Service(1) (#)   Present Value of Accumulated Benefit(2) ($)   Payments During Last Fiscal Year(3) ($)   Arnold W. Donald   None     —       —       —   None       —             —              —     David Bernstein   None     —       —       —   None       —             —              —     Alan Buckelew   Princess SERP     15       5,844,337       —   Stein Kruse   None     —       —       —   None       —             —              —     Arnaldo Perez Retirement Plan       5             122,440              0     Michael Thamm   None     —       —       —   None       —             —              —     (1) Credited service for benefit calculation purposes underreflects service up to the Princess SERP is limited to 15 years, while actual credited service to Mr. Buckelew exceeds this amount.freeze date of December 31, 1997. (2) The present value of accumulated benefit was calculated based on the interest rate assumption disclosed in Note 1312 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2015,2017, which was used to calculate the fiscal 20152017 year-end liability for the plan. The Princess SERP benefit is assumed payable as a lump sum at the later of age 65 or current age. The Princess SERP 2017 lump sum was calculated using a 4.49% interest rate and the RP-2000 mortality table projected to 2017. The future payments are then discounted to current age using an interest rate of 1.45%. Due to taxation issues created by the adoption of Section 457A, benefits accrued as of December 31, 2008 under the Princess SERP will beRetirement Plan were paid as a lump sum at the earlier of retirement orin December 31, 2017. (3) Mr. BuckelewPerez has not accrued or received (and is not entitled to accrue) any additional benefits under the Princess SERPRetirement Plan after December 31, 2008. Carnival Corporation & plc operate various group pension programs for its executives in which our Named Executive Officers also participate. Under the Carnival plc pension plans, in line with UK best practice, pension benefits are based solely on base salary and no other elements of compensation are taken into account when determining pension benefits. Under the Carnival Corporation pension programs, base salaries and annual bonuses are used to determine pension benefits. The Princess SERPRetirement Plan is unfunded and is not qualified for U.S. tax purposes. The Princess SERP provides aMr. Perez’s benefit equal to 65% ofaccruals in the highest base salary earned by Mr. Buckelew during any consecutive 60-month period offset by the actuarial equivalent of any benefits accruedRetirement Plan both for credited service and compensation were both frozen as of December 31, 20081997. Mr. Perez’s benefits under any other retirement plan maintainedthe Retirement Plan were calculated based on age, length of service with Carnival Corporation and the average of his five highest consecutive years of compensation out of the last ten years of service up to December 31, 1997. The benefit formula provides an annual benefit accrual equal to 1% of his earnings for the year up to “covered compensation” plus 1.6% of earnings for the year in excess of covered compensation then multiplied by Princess Cruise Lines, Ltd., or any affiliate (or predecessor)the his years of service up to a maximum of 30 years of credited service, up to December 31, 1997. The elements of compensation to determine his benefits are his base salary and Social Security benefits.annual bonus. Mr. BuckelewPerez is vested in his respective benefit in accordance with the Princess SERP.terms of the Retirement Plan. As a result of the adoption of Section 457A, Mr. Buckelew’s benefits under the Princess SERPRetirement Plan were frozenpaid as a lump sum in December 2017. The normal form of payment is a continuous and certain annuity for five years. Benefits payable in other forms are actuarially equivalent. At December 31, 20081, 2017, the accrued annual benefit payable as a five-year certain and Mr. Buckelew is not entitled to accrue any additional benefitscontinuous annuity under the Princess SERP after that date. Benefits under the Princess SERP are generally paid in the form ofRetirement Plan to Mr. Perez was $11,402, which was converted to a monthly annuity commencing on the later of (i) the first day of the first month following the participant’s separation from service or (ii) the participant’s earliest commencement date, which is a date elected in advance by the participant that must be no earlier than the date the participant turns age 55 and no later than the date the participant turns 65. However, as a result of the adoption of Section 457A, any benefits accrued under the Princess SERP that remain unpaid as of December 31, 2017 will be paid in a single lump sum payment onof $122,440 and paid out in December 31, 2017. 62      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Compensation Tables Nonqualified Deferred Compensation in Fiscal 20152017   Name   Executive Contributions in Last FY ($)   Registrant Contributions in Last FY ($)   Aggregate Earnings in Last FY ($)   Aggregate Withdrawals/ Distributions ($)   Aggregate  Balance at Last FYE ($) Executive Contributions in Last FY ($)   Registrant Contributions in Last FY ($)   Aggregate Earnings in Last FY ($)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last FYE ($)   Arnold W. Donald     —       —       —       —       —       —             —             —             —             —         David Bernstein     —       —       (1,370 )     —       193,811       —             —             30,035             —             231,653         Alan Buckelew     —       —       —       —       —   Stein Kruse     —       —       —       —       —       —             —             —             —             —         Arnaldo Perez     —             —             26,346             —             471,016         Michael Thamm     —       —       —       —       —       —             —             —             —             —         Carnival Corporation has establishedUntil December 31, 2008, Mr. Bernstein and Mr. Perez could defer salary and/or bonus amounts into the Savings Plan, which is a nonqualified defined contribution plan for U.S. tax purposes. Until December 31, 2008, Mr. Bernstein could defer salary and/or bonus amounts intoAs described 62      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Compensation Tables in the Savings Plan. As described in the“Pensions and Deferred Compensation Plans” section of the Compensation Discussion and Analysis, entitled “Impact of Regulatory Requirements on Compensation,” effective January 1, 2009, hethey could no longer defer any salary or bonus amounts into the Savings Plan. Although the Savings Plan is unfunded, Carnival Corporation hashad established a “rabbi trust” that holdsheld any executive deferrals and company contributions to the Savings Plan. Benefits arewere paid based on the participant’s form and timing elections made in accordance with applicable Section 409A Treasury Regulations. Benefits arewere based on the participant’s deferrals of cash compensation and associated earnings and losses based on the investment allocation selected by the participant. The investment options available to participants in the Savings Plan arewere identical to those available to participants in the 401(k) Plan, except for the Standard & Poor’s index fund and money market investment options. A participant may changecould have changed his or her investment allocation at any time. For every dollar Mr. Bernstein and Mr. Perez deferred into the Savings Plan prior to January 1, 2009, Carnival Corporation matched 50% up to the lower of (i) of: 50% of the U.S. Internal Revenue Service qualified plan limitationlimitation; or (ii)  6% of his eligible pay. “Eligible “Eligible pay” includes regular pay (before any pre-tax contributions from his pay and taxes) and bonus. Carnival Corporation may also makemade profit sharing contributions into the Savings Plan based upon histheir eligible pay and years of service according to the following schedule:   Years of Service    Award (% of Eligible Pay) Less than 2 0% 2-5    1% 0% 6-9 2-5    2% 1% 10-13 6-9    3% 2% 14-16 10-13    5% 3% 17-19 14-16    7% 5% 20-22 17-19    9% 7% 23-25 20-22    12% 9% 23-25 12% 26 and over    15% Following the promulgation of Section 457A, salary and bonus deferrals into the Savings Plan are no longer permitted. As a result, Messrs. Donald, Bernstein and BuckelewPerez and all other Savings Plan participants and those who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing Carnival Corporation & plc 2016 Proxy Statement     63 COMPENSATION Potential Payments Upon Termination or Change of Control contribution as additional cash compensation. The effect of this provision will result in no additional benefit for Messrs. Donald, Bernstein and BuckelewPerez and will not result in a material incremental cost to Carnival Corporation. As of November 30, 2015,2017, Messrs. Donald, Bernstein and BuckelewPerez had 3, 185, 20 and 2826 years of service, respectively. In accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation paid out all benefits accrued under the Retirement Plan and the Savings Plan in December 2017. Additional information with respect to pension plan arrangements for Carnival plc for the year ended November 30, 20152017 is included in Part I of the Carnival plc Directors’ Remuneration Report included in this Proxy Statement as the Compensation Discussion and Analysis and Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement. Carnival Corporation & plc 2018 Proxy Statement   63 COMPENSATION Potential Payments Upon Termination or Change of Control POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL   Each of our Named Executive Officers may be eligible to receive certain payments and benefits in connection with termination of employment under various circumstances. The potential benefits payable to our Named Executive Officers in the event of termination of employment under various scenarios on November 30, 20152017 are described below. In addition to benefits described below, our Named Executive Officers will be eligible to receive any benefits accrued under Carnival Corporation & plc broad-based benefit plans, such as distributions under life insurance and disability benefits and accrued vacation pay, in accordance with those plans and policies. These benefits are generally available to all employees. Mr.Messrs. Bernstein and Perez will also be eligible to receive any account balances at the fiscal 20152017 year-end under our nonqualified deferred compensation plans and programs as set forth in the “Nonqualified Deferred Compensation in Fiscal 2015”2017” table in accordance with his payout election. Mr. Buckelew will also be eligible to receive anyMessrs. Bernstein and Perez are fully vested in these benefits, under our pension programs upon termination of employment in accordance with the Princess SERP. These benefitswhich are described in the “Pension Benefits in Fiscal 2015”2017” table and the description that follows that table. There are no special or enhanced executive benefits under our pension and nonqualified deferred compensation plans and programs, and Mr. Bernstein and Mr. Buckelew are fully vested in those benefits.programs. Cash Severance Benefits It is the policy of the Compensation Committees for Executive Officersexecutive officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements. Accordingly, Messrs. Bernstein, BuckelewKruse and KrusePerez have no employment agreements and no entitlement to severance except for possible retention of unvested restricted share grants depending on the circumstances of their separation of employment discussed below. Messrs. Donald and Thamm are our only Named Executive Officers with employment agreements providing cash severance and other benefits. The table below details the various payments associated with certain termination events. Payment outcomes associated with the treatment of equity is detailed below in the section entitled “Potential Value of Equity Grants upon Termination of Employment or Change of Control.”Control” section.   64        Carnival Corporation & plc 20162018 Proxy Statement COMPENSATION Potential Payments Upon Termination or Change of Control   Post-Employment Cash Compensation Obligations to Mr. Donald. Upon termination of Mr. Donald’s employment, during the three-year term, he will be entitled to certain payments as follows:   Reason for Termination    Payment Type By the company for cause    All amounts earned or accrued through the termination date By Mr. Donald, other than for good reason    All amounts earned or accrued through the termination date Because of death or disability    Benefits or payments under any applicable disability or life insurance benefit plans By Mr. Donald other than for cause, death or disability or for good reason    •  Severance pay equal to one times his base salary and target bonus for the year of termination •  Continued medical, dental, group life, accidental death or dismemberment, and long-term disability insurance premiums for up to 18 months (“Post-Employment Benefits”) Following a change in control event    •  Severance pay equal to two times the sum of his base salary and target bonus for the year of termination •  Continued Post-Employment Benefits   Post-Employment Compensation Obligations to Mr. Thamm. Mr. Thamm is eligible to receive 12 months of base salary plus his target bonus if his employment is terminated, as compensation for his non-competition and non-solicitation obligations. Estimated Cash and Benefit Payments Upon Termination of Employment The following table quantifies the cash compensation or value of benefits that Messrs. Donald and Thamm would receive upon termination of employment. The amounts shown assume the event that triggered the treatment occurred on November 30, 2015.2017. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.compensation   Name   Benefit   Termination without Cause ($)   Voluntary Termination (without Good Reason) ($)   Voluntary Termination (with Good Reason) ($)   Death or Disability ($)   Change of Control ($)   Benefit   Termination without Cause ($)   Voluntary Termination (without Good Reason) ($)   Voluntary Termination (with Good Reason) ($)   Death or Disability ($)   Change of Control ($) Arnold W. Donald   Separation Payment     3,650,000       0       3,650,000       0       7,300,000     Separation Payment   4,500,000   0   4,500,000   0   9,000,000   Post-Employment Benefits     82,244       0       82,244       0       109,659     Post-Employment Benefits         129,423           0           129,423           0           129,423                                                       TOTAL     3,732,244         3,732,244         7,409,659     TOTAL         4,629,423             4,629,423             9,129,423     Michael Thamm   Non-Competition Compensation(1)     2,144,000       2,144,000       2,144,000       2,144,000       2,144,000     Non-Competition Compensation(1)         2,511,102           2,511,102           2,511,102           2,511,102           2,511,102                                                                       TOTAL     2,144,000       2,144,000       2,144,000       2,144,000       2,144,000     TOTAL         2,511,102           2,511,102           2,511,102           2,511,102           2,511,102     (1) These amounts would be payable in euro. Mr. Thamm’s potential non-competition compensation has been converted into U.S. dollars using the average U.S. dollar to euro exchange rate for fiscal 20152017 of $1.12:€11. Equity-Based Compensation Vesting of options, restricted shares and RSUs upon termination of a Named Executive Officer’s employment is dependent upon the reasons his employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to our Named Executive Officers are subject to the same terms as all other participants generally, except as described below. Carnival Corporation & plc 2016 Proxy Statement     65 COMPENSATION Potential Payments Upon Termination or Change of Control Carnival Corporation 2011 Stock Plan. All our Named Executive Officers except Mr. Thamm receivereceived equity grants under the Carnival Corporation 2011 Stock Plan. The terms of the Carnival Corporation Carnival Corporation & plc 2018 Proxy Statement   65 COMPENSATION Potential Payments Upon Termination or Change of Control 2011 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination for death or disability, all unvested equity grants will immediately vest. The terms of the restricted shareequity grants to Named Executive Officers provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of a terminal medical condition, the restricted share and MTE grants will continue to vest according to their original vesting schedule.schedule and remain subject to confidentiality and non-competition provisions. The SEA grants will also be retained if employment is terminated without cause. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the Boards of Directors. Upon retirement, restricted share and MTE grants continue to vest according to their terms as though employment had not ended; provided, however, that as each participant reaches retirement age, 50% of the grant will immediately vest, if such participant becomes subject to tax withholding at that time. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months ofafter a change of control, all options become immediately exercisable and the restricted period on all restricted shares and RSUs immediately expires. Change of control means the occurrence of any of the following:   the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of common stock of Carnival Corporation or (B) the combined voting power of the then outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or the Arison family, incumbent Directors cease to constitute at least a majority of the Boards of Directors,Directors; the dissolution or liquidation of Carnival Corporation,Corporation; the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival Corporation,Corporation; or the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Carnival Corporation that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction. All of the equity grants made to participants, including our Named Executive Officers, contain clawback and forfeiture provisions in the event of a violation of confidentiality andor non-compete provisions (which restrict them from competing with Carnival Corporation & plc for the remainder of the award’sgrant’s vesting period) or fraud or conduct contributing to any financial restatements or irregularities. Pursuant to the terms of his employment agreement, Mr. Donald received a one-time special PBS grant. The other Named Executive Officers received a special PBS grant in December 2013. The terms of the special PBS grant provide that if the executive’s employment is terminated without cause (or by Mr. Donald for good reason), he will vest in the target number of special PBS grant on a pro-rata basis as of the date of termination. In addition, in the event of a change in control, the special PBS grant would be pro-rated as of the date of the change in control. Carnival Corporation 2001 Outside Director Stock Plan. Mr. Donald is the only Named Executive Officer who holds outstanding options under the Carnival Corporation 2001 Outside Director Stock Plan by virtue of his prior status as a Non-Executive Director. All options held by Mr. Donald are fully vested. 66      Carnival Corporation & plc 2016 Proxy Statement COMPENSATION Potential Payments Upon Termination or Change of Control Carnival plc 2005 Employee Share Plan.Plans. Mr. Thamm is the only Named Executive Officer who receivesreceived grants under the Carnival plc 2014 Employee Share Plan and the predecessor Carnival plc 2005 Employee Share Plan. Mr. Thamm receives the same treatment under the Carnival plc 2005 Employee Share Planplans as other participants generally, for grants made through fiscal 2011, except that if his employment is terminated without cause or he voluntarily terminates due to diagnosis of a terminal medical condition, the RSU grantall time-based share (“TBS”) and MTE grants will continue to vest according to itstheir original vesting schedule.schedule and remain subject to confidentiality and non-competition provisions. The SEA grants will also be retained if employment is terminated without cause. All grants vest upon termination of employment for death or disability. Upon retirement, all TBS and MTE grants will continue to vest according to their terms as if the employment had not been terminated. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months after a change of control, the restricted period on all grants will vest. RSUs immediately expires. 66      Carnival Corporation & plc 2018 Proxy Statement COMPENSATION Potential Payments Upon Termination or Change of Control Change of control is defined to mean the occurrence of any of the following:   a person (either alone or together with any person acting in concert with him) obtaining control of Carnival plc as a result of a general offer or otherwise for the whole of the share capital of Carnival plc (other than those shares which are already owned by him and/or any person acting in concert with him),; the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of Carnival plc or (B) the combined voting power of the then outstanding voting securities of Carnival plc entitled to vote generally in the election of Directors, except that this provision does not apply to affiliated companies or members of the Arison family,family; incumbent Directors cease to constitute at least a majority of the Boards of Directors,Directors; a person becoming bound or entitled to give notice under sectionsSections 428 to 430F of the Companies Act 1985 to acquire shares,shares; a court directing that a meeting of the holders of shares be convened pursuant to sectionSection 425 of the Companies Act 1985 for the purposes of considering a scheme of arrangement of Carnival plc or its amalgamation with any other company or companies and the scheme of arrangement being approved by the shareholders’ meeting or sanctioned by the court,court; notice being duly given of a resolution for the voluntary winding-up of Carnival plc,plc; the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival plc,plc; or the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction. All of the equity grants made to our Named Executive Officers contain confidentiality and non-compete provisions that restrict them from competing with Carnival plc. If they breach either of these provisions, they will forfeit the right to receive all unvested and unexercised equity grants. Carnival Corporation & plc 2016 Proxy Statement     67 COMPENSATION Potential Payments Upon Termination or Change of Control Potential Value of Equity Grants Upon Termination of Employment or Change of Control The following table details the value of all outstanding option, restricted share and RSU grants that would have become vested, or that could have continued to vest, subject to any non-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, 2015.2017. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time. Estimated Potential Value of Equity Grants(1)(2)(3)   Name   Termination without Cause ($)   Retirement or Voluntary Termination (without Good Reason) ($)   Voluntary Termination (with Good Reason) ($)   Death or Disability ($)   Voluntary Termination upon Diagnosis of Terminal Medical Condition ($)   Change of Control(4) ($) Termination without Cause ($) Death or Disability ($) Voluntary Termination upon Diagnosis of Terminal Medical Condition ($) Change of Control(3) ($) Arnold W. Donald     5,044,014       195,964       3,543,857       12,373,189       5,044,014       13,906,168       8,271,231         13,396,290         7,513,089         13,396,290     David Bernstein     2,459,851           4,355,069       2,459,851       4,918,792       7,060,698         8,663,256         2,862,035         8,663,256     Alan Buckelew     1,531,059       1,531,059         3,394,564       1,531,059       3,974,437   Stein Kruse     3,650,590           5,792,361       3,650,590       6,372,743       7,806,565         9,958,133         3,564,580         9,958,133     Arnaldo Perez     2,766,792         3,691,087         1,717,142         3,691,087     Michael Thamm     2,195,947           4,336,397       2,195,947       4,946,625       6,294,136         7,816,497         2,308,964         7,816,497                                                         Total     14,881,461       1,727,023       3,543,857       30,251,580       14,881,461       34,118,765   TOTAL     32,199,422         43,525,264         17,965,810         43,525,263     Carnival Corporation & plc 2018 Proxy Statement   67 COMPENSATION Potential Payments Upon Termination or Change of Control (1) The value for restricted shares and RSUs is based on the closing price of Carnival Corporation common stock on November 30, 20152017 of $50.53,$65.64, except for the Carnival plc RSUs held by Mr. Thamm, which is based on the closing price of Carnival plc ordinary shares on November 30, 20152017 of £34.65,£47.66, which has been converted into $51.98$63.39 based on the November 30, 20152017 exchange rate of $1.50:$1.33:£1. (2) All options are fully vested. Options were valued as the difference between the closing price of Carnival Corporation common stock on November 30, 2015 and the exercise price of the options. (3) The value of the RSUs are reflected using the target number of RSUs granted. (4)(3) Termination of employment is required to trigger acceleration upon a change of control, except for grants made under the Carnival plc 2005 Employee Share Plan.   68        Carnival Corporation & plc 20162018 Proxy Statement   AUDIT MATTERS   REPORT OF THE AUDIT COMMITTEES   Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Audit Committee. In accordance with their charter, each Audit Committee assists the relevant Board of Directors in carrying out its oversight of:   the integrity of the relevant financial statements; Carnival Corporation and Carnival plc’s compliance with legal and regulatory requirements, other than requirements related to HESS; the auditors’ qualifications and independence; the performance of Carnival Corporation & plc’s internal audit functions and independent auditors; and relevant elements of Carnival Corporation and Carnival plc’s risk management programs. Both Audit Committees are subject to the audit committee independence requirements under the corporate governance standards of the New York Stock Exchange and relevant SEC rules, and the Audit Committee of Carnival plc is also subject to the requirements of the UK Corporate Governance Code. The two Audit Committees have identical members and each currently consists of fourfive independent (as defined by the listing standards of the New York Stock Exchange, SEC rules and the UK Corporate Governance Code), Non-Executive Directors. The Carnival Corporation Board of Directors has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules and New York Stock Exchange listing standards. In addition, the Carnival plc Board of Directors has determined that each member of the Audit Committees has “recent and relevant financial experience” for purposes of the UK Corporate Governance Code.Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate. Management has primary responsibility for Carnival Corporation & plc’s financial reporting process, including itstheir system of internal control, and for the preparation of consolidated financial statements. Carnival Corporation & plc’s independent auditor is responsible for performing an independent audit of those financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committees are responsible for monitoring and overseeing the financial reporting process and the preparation of consolidated financial statements and for supervising the relationship between Carnival Corporation & plc and its independent auditor, as well as reviewing the group’s systems of internal controls and compliance with the group Code of Business Conduct and Ethics. The Audit Committees have met and held discussions with management of Carnival Corporation & plc and the independent auditor. In this context, management represented to the Audit Committees that Carnival Corporation & plc’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committees (i) Committees: reviewed and discussed Carnival Corporation & plc’s audited consolidated financial statements for the year ended November 30, 20152017 with Carnival Corporation & plc’s management and with Carnival Corporation & plc’s independent auditor; (ii)  discussed with Carnival Corporation & plc’s independent auditor the matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board; and (iii)  received the written disclosures and the letter from Carnival Corporation & plc’s independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committees concerning independence and discussed with Carnival Corporation & plc’s independent auditor the independent auditors’ independence. Carnival Corporation & plc 2018 Proxy Statement   69 AUDIT MATTERS Independent Registered Certified Public Accounting Firm Board regarding the independent accountants’ communications with the Audit Committees concerning independence and discussed with Carnival Corporation & plc’s independent auditor the independent auditors’ independence. The Audit Committees also considered whether the provision to the relevant entity by the independent auditor of Carnival Corporation & plc 2016 Proxy Statement     69 AUDIT MATTERS Independent Registered Certified Public Accounting Firm non-audit services was compatible with maintaining the independence of the independent auditor. Based on the reviews and discussions described above, the Audit Committees recommended to the Boards of Directors that the audited consolidated financial statements of Carnival Corporation & plc be included in Carnival Corporation & plc’s Annual Report on Form 10-K for the year ended November 30, 20152017 for filing with the SEC.   The Audit Committee of Carnival Corporation   The Audit Committee of Carnival plc Richard J. Glasier, ChairmanChair   Richard J. Glasier, ChairmanChair Jason Glen Cahilly Jason Glen Cahilly Stuart Subotnick   Stuart Subotnick Laura Weil   Laura Weil Randall J. Weisenburger   Randall J. Weisenburger INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM   Audit and Non-Audit Fees PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc during fiscal 20152017 and fiscal 2014.2016. Aggregate fees for professional services rendered to Carnival Corporation & plc by PricewaterhouseCoopers LLP for the years ended November 30, 20152017 and 20142016 were as follows (in millions):   Type of Fee    2015      2014        2017         2016     Audit Fees    $ 5.6       $ 5.3       $   5.4         $   5.7       Audit-Related Fees      0.0 (1)       0.0 (1)         0.1             0.3       Tax Fees      0.0         0.0 (1)         0.0             0.0       All Other Fees      0.3         2.6           0.0   (1)           0.0   (1)                                Total    $ 5.9       $ 7.9       $   5.5         $   6.0       (1) Less than $50,000. Audit Fees for 20152017 and 20142016 were for professional services rendered for the integrated audits of the Carnival Corporation & plc consolidated financial statements and systems of internal control over financial reporting, quarterly reviews of our joint Quarterly Reports on Form 10-Q, the audits of the Carnival plc consolidated IFRS financial statements, consents, registration statements, and statutory audits of various international subsidiaries. In 2015, professional services were also rendered related tosubsidiaries and the issuance of comfort letters. Audit-Related Fees for 20152017 and 20142016 were principally for agreed-upon procedures renderedconsultations related to financial accounting and reporting standards and for our P&O Cruises (UK) pension plan and professional services rendered for the audit of our sustainability reports. In addition, professional services were also rendered in 2014 for a review of our sustainability reporting capabilities. Tax fees for 2014 were for international tax research. All Other Fees for 2015 and 2014 were principally for digital advertising and consulting services as a result of PricewaterhouseCoopers LLP’s acquisition of an existing service provider. All of the services described above were approved by the Audit Committees, and in doing so, the Audit Committees did not rely on thede minimis exception set forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.   70        Carnival Corporation & plc 20162018 Proxy Statement AUDIT MATTERS Re-Appointment and Remuneration of Independent Auditors forof Carnival plc and Ratification of Independent Registered Certified Public Accounting Firm forof Carnival Corporation   Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Certified Public Accounting Firm In December 2003, theThe Audit Committees have adopted Key Policies and Procedures which address, among other matters, pre-approval of audit and permissible non-audit services provided by the independent registered certified public accounting firm. The Key Policies and Procedures require that all services to be provided by the independent registered certified public accounting firm must be approved by the Audit Committees prior to the performance of such services. The Audit Committees consider whether the services requested are consistent with the rules of the SEC and UK Financial Reporting Council on auditor independence. PROPOSALS 1214 & 1315 RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOROF CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOROF 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, 2016, subject to the approval of our shareholders.2018. 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, 2016.2018. Representatives of both the U.S. and UK firms of PricewaterhouseCoopers LLP willare expected to be present at the Annual Meetings, will have an opportunity to make a statement if they desire to do so, and willare expected to be available to respond to appropriate questions from shareholders. This resolutionProposal 14 would re-appoint the UK firm of PricewaterhouseCoopers LLP as the independent auditors of Carnival plc until the conclusion of the next general meeting at whichAnnual General Meeting of Carnival plc’s annual accounts and reports are laid.plc. It is a requirement of Section 489(2) of the Companies Act 2006 that Carnival plc appoint its independent auditors atbefore the end of a general meeting at which its annual accounts and reports are laid. You arelaid (which occurs at its Annual General Meeting). Proposal 14 would also being asked to authorizeratify the Audit Committeeselection of Carnival plc to determine the remunerationU.S. firm of PricewaterhouseCoopers LLP as the independent auditorsregistered certified public accounting firm of Carnival plc.Corporation. Although ratification by our shareholders of the appointment of an independent certified public accounting firm forof Carnival Corporation is not legally required, our Boards of Directors believe that such action is desirable. If our shareholders do not approve Proposal 13,14, the Audit Committees will consider the selection of another accounting firm for 20172019 and future years. Under Proposal 15, you are being asked to authorize the Audit Committee of Carnival plc to determine the remuneration of the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc. The Boards of Directors unanimously recommend a voteFOR the re-appointment of the UK firm of PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the 20162018 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 20162018 fiscal year.year and the authorization of the Audit Committee of Carnival plc to determine the remuneration of the UK firm of PricewaterhouseCoopers LLP.   Carnival Corporation & plc 20162018 Proxy Statement       71   OTHER PROPOSALS   PROPOSAL 1416 RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC   The Directors of Carnival plc are required by the Companies Act 2006 to present theCarnival plc’s financial statements, the UK statutory Directors’ Report, the UK statutory Strategic Report and the auditors’ report relating to those accounts to the Carnival plc shareholders. Accordingly, the Directors of Carnival plc lay before the Annual Meetings the Carnival plc accounts and the reports of the Directors and auditors for the year ended November 30, 2015,2017, which have been approved by and signed on behalf of Carnival plc’s Board of Directors and will be delivered to the Registrar of Companies in the UK following the Annual Meetings. Shareholders are voting to approve receipt of these documents, as UK law does not require shareholder approval of the substance and content of these documents. The UK statutory Directors’ Report is attached as Annex A to this Proxy Statement as Annex A and the UK statutory Strategic Report is included within the Carnival plc consolidated IFRS financial statements. The full accounts and reports of Carnival plc will be available for inspection prior to and during the Annual Meetings. The Boards of Directors unanimously recommend a voteFOR the receipt of the accounts and reports of Carnival plc for the year ended November 30, 2015.2017. PROPOSALS 1517 & 1618 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 1517 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 13, 2017)10, 2019), 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 1618 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 13, 2017)10, 2019), 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.plc using these authorities. Discussion. Under Article 30 of the Articles of Association of Carnival plc, the Directors have, for a “prescribed period,” unconditional authority to allot ordinary shares in Carnival plc up to an aggregate nominal amount known as the “allotment amount.” The power to implement the authority provided by Article 30 is sought each year by the proposal of an ordinary resolution to establish the prescribed period and the allotment amount. By passing this ordinary resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, a maximum number of shares having an aggregate nominal value equal to the allotment amount, without further shareholder approval. In the absence of such approval, the issuance of any additional shares would require shareholder approval.   72     ��   Carnival Corporation & plc 20162018 Proxy Statement OTHER PROPOSALS Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication of Pre-emption Rights Applicable to the Allotment of New Carnival plc Shares   Under Article 31 of the Articles of Association of Carnival plc, the Directors have, for the same “prescribed period” referred to above, power to allot a small number of ordinary shares for cash without making 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 sharescommon stock 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 1517 (an ordinary resolution) and Proposal 1618 (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 13, 2017)10, 2019). Guidelines issued by the Investment Association, of British Insurers, whose member insurance companiesmembers 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 20, 2016,18, 2018, the maximum allotment amount in paragraph (a) of Proposal 17 is $119,772,397,$115,837,721, which is equal to 72,152,04769,781,759 new Carnival plc ordinary shares, being one thirdone-third of the amount of the issued ordinary share capital (excluding treasury shares). In line with guidance issued by the Investment Association, of British Insurers, paragraph (b) of Proposal 1517 would give the Directors of Carnival plc authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favor of ordinary shareholders up to an aggregate nominal amount equal to $239,544,795$231,675,442 (representing 144,304,093139,563,519 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of Proposal 15. However, if they do exercise the authorities given to them if Proposals 15 and 16 are passed, the Directors intend to follow the Association of British Insurers’ recommendations concerning their use (including as regards the Directors standing for election or re-election in certain cases).17. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 20, 2016.18, 2018. However, if they do exercise the authorities given to them if Proposals 17 and 18 are passed, the Directors intend to follow the Investment Association’s recommendations concerning their use (including as regards the Directors standing for election or re-election in certain cases). Guidelines issued by the Pre-emptionPre-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 20, 2016,18, 2018, the maximum disapplication amount is $17,965,860,$17,375,658, which is equal to 10,822,80710,467,263 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-emptionPre-Emption Group’s Statement of Principles regarding cumulative usage of   Carnival Corporation & plc 20162018 Proxy Statement       73 OTHER PROPOSALS General Authority to Buy Back Carnival plc Ordinary Shares   of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders. In summary, if Proposals 1517 and 1618 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 10,822,80710,467,263 new Carnival plc ordinary shares, being 5% of the issued ordinary share capital of Carnival plc at January 20, 2016.18, 2018. The Directors have no current commitments or plans to allot additional shares of Carnival plc.plc under these authorities. Furthermore, the adoption of Proposals 1517 and 1618 would have no material effect on the ability of Carnival plc to undertake or defend against a takeover attempt. The Boards of DirectorsIn addition to the Repurchase Program (described below), we also have authorized the repurchase of upprograms that allow us to 19.2 million Carnival plc ordinary shares and the repurchase of up to 32.8 million shares of Carnival Corporation common stock under Stock Swap programs. We use the Stock Swap programs in situations where we can obtain an economic benefit becausewhen either Carnival Corporation common stock or Carnival plc ordinary shares areis trading at a price that is at a premium or discount to the price of Carnival plc ordinary shares or Carnival plc ordinary shares are trading at a premium to Carnival Corporation common stock as the case may be. Any realized economic benefit under the Stock(the “Stock Swap programs is used for general corporate purposes. As of the date of this Proxy Statement, no Carnival plc shares are held by Carnival plc in treasury.Programs”). For example: In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue and sell shares of Carnival Corporation common stock, through a sales agent, from time to time at prevailing market prices in ordinary brokers’ transaction,transactions and use the sale proceeds to repurchase an equivalent number of Carnival plc ordinary shares in the UK market on at least an equivalent basis. Based on authorizations provided by the Boards of Directors in October 2008, Carnival Corporation was authorized to issue and sell up to 19.2 million shares of its common stock in the U.S. market. In the event Carnival plc ordinary shares trade at a premium to Carnival Corporation common stock, trades at a discount to Carnival plc ordinary shares, we may elect to sell existing ordinary shares of Carnival plc, with such sales made by Carnival Corporation or Carnival Investments Limited, a subsidiary of Carnival Corporation, through a sales agent from time to time at prevailing market prices in ordinary brokerbrokers’ transactions and use the sale proceeds to repurchase an equivalent number of shares of Carnival Corporation common stock in the U.S. market on at least an equivalent basis. Based on an authorization provided by Any realized economic benefit under the Stock Swap Programs is used for general corporate purposes, which could include repurchasing additional stock under the Repurchase Program. Under the Stock Swap Programs effective 2008, the Boards of Directors inhave made the following authorizations: In January 2013, Carnival Corporation or Carnival Investments Limited was authorized2017, to sell up to 32.822.0 million of Carnival Corporation common stock in the U.S. market and repurchase up to 22.0 million of Carnival plc ordinary shares in the UK market. In February 2016, to sell up to 26.9 million of existing shares of Carnival plc in the UK market and repurchase up to 26.9 million shares of Carnival Corporation common stock in the U.S. market. As of January 18, 2018, 7,944,510 Carnival plc ordinary shares are held by Carnival plc in treasury. The Boards of Directors unanimously recommend a voteFOR the approval of limits on the authority to allot Carnival plc shares and the disapplication of pre-emption rights for Carnival plc. PROPOSAL 1719 GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES   The Boards of Directors have authorized the repurchase of up to an aggregate of $1.2$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 28, 2016,18, 2018, the remaining availability under the Repurchase Program was $1.2 billion.$471 million. We may repurchase shares of Carnival Corporation common stock or Carnival plc ordinary shares under 74      Carnival Corporation & plc 2018 Proxy Statement OTHER PROPOSALS General Authority to Buy Back Carnival plc Ordinary Shares the Repurchase Program, in addition to repurchases made with net proceeds resulting from the Stock Swap programs described above. 74      Carnival Corporation & plc 2016 Proxy Statement OTHER PROPOSALS General Authority to Buy Back Carnival plc Ordinary Shares Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act 2006 for us to buy back shares of Carnival plc. Accordingly, last year Carnival Corporation and Carnival plc sought and obtained shareholder approval to effect market purchases of up to 21,605,25221,603,849 ordinary shares of Carnival plc (being approximately 10% of Carnival plc’s ordinary shares in issue). During fiscal 2015That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2018 Annual General Meeting or (ii) July 4, 2018. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act) once the current authorization expires of up to 20,934,527 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 18, 2018) is being sought at this year’s Annual Meetings. Since last year’s Annual Meetings and through January 28, 2016, no18, 2018, 4,574,686 Carnival plc ordinary shares have been purchased under the Repurchase Program and the Stock Swap programs. Carnival Corporation & plc treats any such purchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program or the Stock Swap programs as if they were made by Carnival plc under the Carnival plc share buy back authority. That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2016 Annual General Meeting or (ii) October 13, 2016. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of up to 21,645,614 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 20, 2016) is being sought. The Boards of Directors confirm that the authority to purchase Carnival plc’s shares under the Repurchase Program and the Stock Swap program will only be exercised after careful consideration of prevailing market conditions and the position of Carnival plc. In particular, the program will only proceed if we believe that it is in the best interests of Carnival Corporation, Carnival plc and their shareholders generally. The Boards of Directors are making no recommendation as to whether shareholders should sell any shares in Carnival plc and/or Carnival Corporation. If the Boards of Directors exercise the authority conferred by Proposal 17,19, we would have the option of holding the shares in treasury, or cancelling 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. As of the date of this Proxy Statement, noJanuary 18, 2018, 7,944,510 Carnival plc ordinary shares are held by Carnival plc in treasury. The Boards of Directors consider that any buy backbuyback of Carnival plc ordinary shares may include the purchase of its American Depositary Shares (“ADSs”), each representing one Carnival plc ordinary share, of Carnival plc, with a subsequent cancellation of the underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will either cancel or hold in treasury the ordinary share represented by such ADSs. The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price which may be paid is an amount (exclusive of expenses) equal to the higher of (i) of: 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii)  the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out. As of January 20, 2016,18, 2018, there are no options outstanding to subscribe for Carnival plc ordinary shares and Carnival plc has issued 360,518568,112 RSUs, which represent in the aggregate less than 1% of Carnival plc’s issued share capital. If 21,645,61420,934,527 ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these RSUs would represent in the aggregate less than 1% of Carnival plc’s issued share capital. Carnival Corporation & plc 2018 Proxy Statement   75 OTHER PROPOSALS General Authority to Buy Back Carnival plc Ordinary Shares The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc Annual General Meeting in 20172019 or on July 13, 2017,10, 2019, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority). The Boards of Directors unanimously recommend a voteFOR the general authority to buy back Carnival plc ordinary shares.   76   Carnival Corporation & plc 20162018 Proxy Statement   75   QUESTIONS AND ANSWERS   QUESTIONS APPLICABLE TO ALL SHAREHOLDERS     Q: What information is contained in these materials?   A: The information included in this Proxy Statement relates to the proposals to be voted on at the meetings,Annual Meetings, the voting process, the compensation of Directors and certain Executive Officersexecutive officers and certain other information required by rules promulgated by the SEC and the New York Stock Exchange applicable to both companies. We have attached as Annexes A, B and C to this Proxy Statement information that Carnival plc is required to provide to its shareholders under applicable UK rules.   Q: What proposals will be voted on at each of the meetings?Annual Meetings?   A: The proposals to be voted on at each of the meetingsAnnual Meetings are set out in the Notices of Meetings starting on pages 3 and 6 ofincluded with this Proxy Statement.   Q: What is the voting recommendation of the Boards of Directors?   A: Your Boards of Directors recommend that you vote your shares “FOR” Proposals 1 through 17.19.   Q: How does the DLC arrangement affect my voting rights?   A: On most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. These matters are called “joint electorate actions.” Combined voting is accomplished through the special voting shares that have been issued by each company. Certain matters specified in the organizational documents of Carnival Corporation and Carnival plc where the interests of the two shareholder bodies may diverge are called “class rights actions.” TheseThe class rights actions are voted on separately by the shareholders of each company. If either group of shareholders does not approve a class rights action, that action generally cannot be taken by either company. All of the proposals to be voted on at thesethe Annual Meetings are joint electorate actions, and there are no class rights actions.   Q: Generally, what actions are joint electorate actions?   A: Any resolution to approve an action other than a class rights action or a procedural resolution (described below) is designated as a joint electorate action. The actions designated as joint electorate actions include:   the appointment, removal, election or re-election of any Director of either or both companies; if required by law, the receipt or adoption of the annual accounts of both companies; the appointment or removal of the independent auditors of either company; a change of name by either or both companies; or the implementation of a mandatory exchange of Carnival plc ordinary shares for Carnival Corporation sharescommon stock based on a change in tax laws, rules or regulations. The relative voting rights of Carnival plc ordinary shares and Carnival Corporation sharescommon stock are equalized based on a ratio which we refer to as the “equalization ratio.” Based on the current equalization ratio of 1:1, each share of Carnival Corporation sharecommon stock has the same voting rights as one Carnival plc ordinary share on joint electorate actions.   76   Carnival Corporation & plc 20162018 Proxy Statement 77 QUESTIONS AND ANSWERS Questions Applicable to all Shareholders     Q: How are joint electorate actions voted on?   A: Joint electorate actions are voted on as follows:   Carnival plc shareholders vote at the Annual General Meeting of Carnival plc (whether in person or by proxy). Voting is on a poll (or ballot), which remains open for sufficient time to allow the vote at the Carnival Corporation meetingAnnual Meeting to be held and reflected in the Carnival plc meetingAnnual General Meeting through the mechanism of the special voting share. An equivalent vote is cast at the subsequent Carnival Corporation meetingAnnual Meeting on each of the corresponding resolutions through a special voting share issued by Carnival Corporation; and Carnival Corporation shareholders vote at the Carnival Corporation Annual Meeting (whether in person or by proxy). Voting is by ballot (or on a poll), which remains open for sufficient time to allow the vote at the Carnival plc meetingAnnual General Meeting to be reflected in the Carnival Corporation meetingAnnual Meeting through the mechanism of the special voting share. An equivalent vote is cast on the corresponding resolutions at the Carnival plc meetingAnnual General Meeting through a special voting share issued by Carnival plc. A joint electorate action is approved if it is approved by:   a simple majority of the votes cast in the case of an ordinary resolution (or not less than 75% of the votes cast in the case of a special resolution, if required by applicable law and regulations or Carnival plc’s articles)Articles of Association) by the holders of Carnival plc’s ordinary shares and the holder of the Carnival plc special voting share voting as a single class at a meeting at which a quorum was present and acting; a simple majority of the votes cast (or other majority if required by applicable law and regulations or the Carnival Corporation articlesArticles of Incorporation and by-laws)By-laws) by the holders of Carnival Corporation sharescommon stock and the holder of the Carnival Corporation special voting share, voting as a single class at a meeting which a quorum was present and acting; and a minimum of one-third of the total votes available to be voted by the combined shareholders must be cast on each resolution for it to be effective. Formal abstentions (or votes withheld) by a shareholder on a resolution will be counted as having been “cast” for this purpose.   Q: How are the Directors of each company elected or re-elected?   A: Resolutions relating to the election or re-election of Directors are considered as joint electorate actions. No person may be a member of the Board of Directors of Carnival Corporation or Carnival plc without also being a member of the Board of Directors of the other company. There are nineeleven nominees for election or re-election to the Board of Directors of each company this year. Each nominee currently serves as a Director of Carnival Corporation and Carnival plc. All nominees for Director are to be elected or re-elected to serve until the next Annual Meetings and until their successors are elected. Carnival plc’s Articles of Association currently require Directors to submit themselves for election by shareholders at the first Annual General Meeting following their initial appointment to the Board of Directors and for re-election thereafter at subsequent Annual General Meetings at intervals of no more than three years. The Boards of Directors have decided, in accordance with the UK Corporate Governance Code, published in September 2014, to submit all Directors for re-election by the shareholders at the Annual Meetings irrespective of their date of appointment and length of service.on an annual basis.   78      Carnival Corporation & plc 2018 Proxy Statement QUESTIONS AND ANSWERS Questions Applicable to all Shareholders Q: What votes are required to approve the proposals?   A: Proposals 1618 and 1719 are required to be approved by not less than 75% of the combined votes cast at both meetings.Annual Meetings. Each of the other proposals, including the election or re-election of Directors, requires the Carnival Corporation & plc 2016 Proxy Statement     77 QUESTIONS AND ANSWERS Questions Applicable to all Shareholders approval of a majority of the combined votes cast at both meetings.Annual Meetings. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present. If you are a beneficial owner of Carnival Corporation sharescommon stock and do not provide the shareholder of record with a signed voting instruction card, your shares may constitute broker non-votes. Generally, broker non-votes as described in “How is the quorum determined?” In tabulating the voting resultoccur when shares held by a broker for anya beneficial owner are not voted with respect to a particular proposal shares which constitutebecause: the broker non-votes arehas not deemed cast forreceived voting instructions from the purposes of calculating beneficial owner; and the vote.broker lacks discretionary voting power to vote such shares. Additionally,Accordingly if you are a beneficial owner of shares held through intermediaries such as brokers, banks and other nominees, such intermediaries are not permitted to vote without specific instructions from you unless the matter to be voted on is considered “routine.” In this Proxy Statement, Proposal 11 (approval of the Carnival plc Directors’ Remuneration Report, Proposals 1214 and 1315 (the re-appointment and remuneration of independent auditors forof Carnival plc and the ratification of independent registered certified public accounting firm forof Carnival Corporation), Proposal 1416 (the receipt of accounts and reports of Carnival plc), Proposal 1517 (allotment of new shares by Carnival plc), Proposal 1618 (disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc) and Proposal 1719 (general authority for Carnival plc to buy back Carnival plc ordinary shares) are considered “routine.“routine,” and therefore, brokers are permitted to vote on these proposals without receiving voting instructions from you. On each of the other proposals including the(the election or re-election of Directors andin Proposals 1-11, the approval of the fiscal 20152017 compensation of our Named Executive Officers in Proposal 12, approval of the Carnival plc Directors’ Remuneration Report in Proposal 13), your broker, bank or other nominee will not be permitted to vote your shares without receiving voting instructions from you.   Q: Generally, what are procedural resolutions?   A: Procedural resolutions are resolutions of a procedural or technical nature that do not adversely affect the shareholders of the other company in any material respect and are put to the shareholders at a meeting. The special voting shares do not represent any votes on “procedural resolutions.” The ChairpersonChair of each of the meetings will determine whether a resolution is a procedural resolution. To the extent that such matters require the approval of the shareholders of either company, any of the following will be procedural resolutions:   that certain people be allowed to attend or be excluded from attending the meeting; that discussion be closed and the question put to the vote (provided no amendments have been raised); that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting); to proceed with matters in an order other than that set out in the notice of the meeting; to adjourn the debate (for example, to a subsequent meeting); and to adjourn the meeting.   Carnival Corporation & plc 2018 Proxy Statement   79 QUESTIONS AND ANSWERS Questions Applicable to all Shareholders Q: Where can I find the voting results of the meeting?Annual Meetings?   A: The voting results will be announced to the media and the relevant stock exchanges and posted on our website at www.carnivalcorp.com and www.carnivalplc.com, after both shareholder meetingsAnnual Meetings have closed. The results will also be published in a joint current report on Form 8-K within four business days after the date the shareholders meetingsAnnual Meetings have closed.   78      Carnival Corporation & plc 2016 Proxy Statement QUESTIONS AND ANSWERS Questions Applicable to all Shareholders Q: What is the quorum requirement for the meetings?Annual Meetings?   A: The quorum requirement for holding the meetingsAnnual Meetings and transacting business as joint electorate actions at the meetings is one-third of the total votes capable of being cast by all shareholders of both companies. Shareholders may be present in person or represented by proxy or corporate representative at the meetings.   Q: How is the quorum determined?   A: For the purposes of determining a quorum with respect to joint electorate actions, the special voting shares have the maximum number of votes attached to them as were cast on such joint electorate actions, either for, against or abstained, at the parallel shareholder meeting of the other company, and such maximum number of votes (including abstentions) constitutes shares entitled to vote and present for the purposes of determining whether a quorum exists at such a meeting. In order for a quorum to be validly constituted with respect to meetings of shareholders convened to consider a joint electorate action or class rights action, the special voting entities must be present. Abstentions (including votes withheld) and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares.   Q: Is my vote confidential?   A: Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote or (3) to facilitate a successful proxy solicitation by our Boards of Directors. Occasionally, shareholders provide written comments on their proxy card which are then forwarded to management.except:   as necessary to meet applicable legal requirements; to allow for the tabulation of votes and certification of the vote; or to facilitate a successful proxy solicitation by our Boards of Directors. Occasionally, shareholders provide written comments on their proxy card which are then forwarded to management. Q: Who will bear the cost of soliciting votes for the meetings?Annual Meetings?   A: We are providing these proxy materials in connection with the solicitation by the Boards of Directors of proxies to be voted at the Annual Meetings. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes for the meetings.Annual Meetings. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders.   80      Carnival Corporation & plc 2018 Proxy Statement QUESTIONS AND ANSWERS Questions Applicable to all Shareholders Q: Can I view the proxy materials electronically?   A: Yes. This Proxy Statement and any other proxy materials have been posted on our website at www.carnivalcorp.com and www.carnivalplc.com. Carnival Corporation shareholders can also access proxy-related materials at www.proxyvote.com as described under “Questions Specific to Shareholders of Carnival CorporationCorporation.” beginning on page 81.   Q: What reports are filed by Carnival Corporation and Carnival plc with the SEC and how can I obtain copies?   A: We file this Proxy Statement, joint Annual Reports on Form 10-K, joint Quarterly Reports on Form 10-Q and joint Current Reports on Form 8-K with the SEC.Copies of this Proxy Carnival Corporation & plc 2016 Proxy Statement,   79 QUESTIONS AND ANSWERS Questions Applicable to all Shareholders Statement, theCarnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2015,2017, as wellas anyjoint Quarterly Reports on Form 10-Q or joint Current Reports on Form 8-K, as filed with the SEC can be viewed or obtained without charge through the SEC’s website at www.sec.gov (under Carnival Corporation or Carnival plc) or at www.carnivalcorp.com or www.carnivalplc.com. Copies will also be provided to shareholders without charge upon written request to Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178 or Carnival plc, Carnival House, 100 Harbour Parade, Southampton, SO15 1ST, United Kingdom. We encourage you to take advantage of the convenience of accessing these materials through the internet as it is simple and fast to use, saves time and money, and is environmentally friendly.   Q: May I propose actions for consideration at next year’s Annual Meetings?   A: Carnival Corporation shareholders and Carnival plc shareholders (to the extent permitted under Carnival Corporation’s and Carnival plc’s governing documents and U.S. and UK law, as applicable) may submit proposals for consideration at future shareholder meetings, including Director nominations. In order for shareholder proposals to be considered for inclusion in our proxy statement for next year’s Annual Meetings, the written proposals must be received by our Secretary no later than the close of business November 4, 2016. Such proposals also will need to comply with SEC regulations and UK law requirements regarding the inclusion of shareholder proposals in company sponsored proxy materials. Any proposal of shareholders to be considered at next year’s meetings, but not included in our proxy statement, must be submitted no later than six weeks prior to the Annual Meetings of Shareholders or, if later, the time at which the notice of such meeting is publicly disclosed. For further information on the UK law requirements, please refer to the “Questions Specific to Shareholders of Carnival plc.”meetings. In order for shareholder proposals to be considered for inclusion in our Proxy Statement in accordance with SEC Rule 14a-8 for next year’s Annual Meetings, the written proposals must be received by our Secretary no later than the close of business November 2, 2018. Such proposals will need to comply with applicable SEC regulations regarding the inclusion of shareholder proposals in proxy materials. Carnival Corporation’s By-laws establish advance notice procedures with regard to shareholder proposals that are not submitted for inclusion in the Proxy Statement, but that shareholders instead wish to present directly at an Annual Meeting. To be properly brought before the Annual Meeting, a notice of the proposal must be submitted to our Secretary at our headquarters no later than six weeks prior to the Annual Meetings of Shareholders or, if later, the time at which the notice of such meeting is publicly disclosed. For shareholders of Carnival plc, the same requirements apply under UK law requirements to submit a notice of a proposal.   Q: May I nominate individuals to serve as Directors?   A: You may propose Director candidates for consideration by our Board’s Nominating & Governance Committees. In order to submit a nominee for election at the 2017 Annual Meetings you must provide the information required for Director nominations set forth in Carnival Corporation’s by-laws.and Carnival plc’s governing documents in a timely manner. Specifically, under the governing documents, you must submit your recommendationnotice of nomination in writing to the attention of our Secretary at our headquarters not later than seven days nor earlier than 42 days prior to the 20172019 Annual Meetings. Any such recommendation Carnival Corporation & plc 2018 Proxy Statement   81 QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation Any such notice must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents:   the name and address of the candidate; a brief biographical description, including his or her occupation and service on boards of any public company or registered investment company for at least the last five years;   •   a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the factors referred to belowabove in “Board Structure and Committee Meetings —Nominations of Directors”; and the candidate’s signed consent to serve as a Director if elected, and to be named in theour Proxy Statement. 80      Carnival Corporation & plc 2016 Proxy Statement QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation may also recommend candidates for consideration by our Boards’ Nominating & Governance Committees in accordance with the procedures set forth in this Proxy Statement under “Procedures Regarding Director Candidates Recommended by Shareholders.” QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION   Carnival plc shareholders should refer to the“Questions Specific to Shareholders of Carnival plc” beginning on page 84.   Q: What Carnival Corporation shares owned by me can be voted?   A: All Carnival Corporation shares owned by you as of February 16, 2016,13, 2018, the record date, may be voted by you. These shares include those (1) held directly in your name as the shareholder of record, including shares purchased through Carnival Corporation’s Dividend Reinvestment Plan and its Employee Stock Purchase Plan and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.   held directly in your name as the shareholder of record, including shares purchased through Carnival Corporation’s Dividend Reinvestment Plan and its Employee Stock Purchase Plan and held for you as the beneficial owner through a stockbroker, bank or other nominee. Q: Will I be asked to vote at the Carnival plc Annual General Meeting?   A: No. Your vote at the Carnival Corporation Annual Meeting, for the purposes of determining the outcome of combined voting, is automatically reflected as appropriate at the parallel Annual Meeting of Carnival plc Annual General Meeting through the mechanism of the special voting share issued by Carnival plc.   Q: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?   A: Carnival Corporation is taking advantage of SEC rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders a one-page notice regarding the Internet availability of proxy materials (the “Notice of Internet Availability of Proxy Materials”) instead of a full set of proxy materials, unless they previously requested to receive printed copies. You will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all 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.   Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?   A: Most of the shareholders of Carnival Corporation hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. 82      Carnival Corporation & plc 2018 Proxy Statement QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation Shareholder of Record If your shares are registered directly in your name with Carnival Corporation’s transfer agent, Computershare Investor Services LLC, you are considered, with respect to those shares, the shareholder of record, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being sent directly to you by us. As the shareholder of record, you have the right to grant your voting proxy directly to the persons named in the proxy or to vote in person at the meeting.Annual Meeting. If you request a paper copy of the proxy materials as indicated in the notice, Carnival Corporation will provide a proxy card for you to use. Beneficial Owner If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held under street name, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being forwarded to Carnival Corporation & plc 2016 Proxy Statement     81 QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the meeting.Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the meeting. If you request a paper copy of the proxy materials as indicated in the notice, your broker or nominee will provide a voting instruction card for you to use.   Q: How can I vote my Carnival Corporation shares in person at the meeting?   A: Shares held directly in your name as the shareholder of record may be voted in person at the Annual Meeting in New York, New York, United States.States of America. If you choose to do so, please bring your proxy card and proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held under street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please refer to the voting instructions provided by your broker or nominee.   Q: How can I vote my Carnival Corporation shares without attending the meeting?Annual Meeting?   A: Whether you hold shares directly as the shareholder of record or beneficially under street name, you may direct your vote without attending the meeting.Annual Meeting. You may vote by granting a proxy or, for shares held under street name, by submitting voting instructions to your broker or nominee. For shareholders of record, you may do this by voting on the Internet or by telephone by following the instructions in the notice you received in the mail. If you received a full printed set of proxy materials in the mail, you can also vote by signing your proxy card and mailing it in the enclosed envelope. If you provided specific voting instructions, your shares will be voted as you instruct. If you submit a proxy but do not provide instructions, your shares will be voted as described below in “How are votes counted?” Where your shares are held under street name, in most instances you will be able to do this over the Internet or by telephone by following the instructions in the notice you received in the mail, or if you received a full printed set of proxy materials in the mail, by mail. Please refer to the voting instruction card included by your broker or nominee.   Q: Can I change my vote?   A: Yes. You may change your proxy instruction at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a Carnival Corporation & plc 2018 Proxy Statement   83 QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation later date (which automatically revokes the earlier proxy) or by attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares owned beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee.   Q: What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable?   A: It means your shares are registered differently or are in more than one account. Please follow the instructions in each notice to ensure all of your shares are voted.   82      Carnival Corporation & plc 2016 Proxy Statement QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival Corporation Q: Only one Notice of Internet Availability of Proxy Materials or set of printed proxy materials was delivered to my address, but there are two or more shareholders at this address. How do I request additional copies of the proxy materials?   A: Broadridge Financial Solutions, Inc., the entity we have retained to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to Carnival Corporation’s registered owners and the entity retained by the brokerage community to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to Carnival Corporation’s beneficial owners, has been instructed to deliver only one notice or set of printed proxy materials to multiple security holders sharing an address unless we have received contrary instructions from you or one of the other shareholders. We will promptly deliver a separate copy of the notice or set of printed proxy materials for this year’s Annual Meeting or for any future meetings to any shareholder upon written or oral request. To make such request, please contact Broadridge Financial Solutionsat 1-866-540-7095, or write to Broadridge Financial Solutions, Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Similarly, you may contact us through any of these methods if you receive multiple notices or sets of printed proxy materials and would prefer to receive a single copy in the future.   Q: Who can attend the Carnival Corporation meeting?Annual Meeting?   A: All Carnival Corporation shareholders of record as of February 16, 2016,13, 2018, or their duly appointed proxies, may attend and vote at the meeting.Annual Meeting. Each attendee may be asked to present valid government-issued picture identification, such as a driver’s license or passport. If you hold your shares through a stockbroker or other nominee, you will need to provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or a copy of a brokerage statement showing your share ownership as of February 16, 201613, 2018, together with proof of identification. Cameras, recording devices and other electronic devices will not be permitted at the meeting. We are also offering an audio replay of the business portion of the Annual Meetings, which will be available shortly after the meetings. If you choose to listen to the replay, go to the Financial Information tab of Investor Relations“Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and follow the instructions provided.   Q: What class of shares are entitled to be voted at the Carnival Corporation meeting?Annual Meeting?   A: Carnival Corporation has only one class of common stock outstanding. Each share of Carnival Corporation common stock outstanding as of the close of business on February 16, 2016,13, 2018, the record date, is entitled to one vote at the Annual Meeting. As of January 20, 2016,February 13, 2018, the record date, Carnival Corporation had 577,744,614534,352,947 shares of common stock issued and outstanding. The 84      Carnival Corporation & plc 2018 Proxy Statement QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival plc trust shares of beneficial interest in the P&O Princess Special Voting Trust that are paired with your shares of common stock do not give you separate voting rights.   Q: How are votes counted?   A: You may vote “FOR,” “AGAINST” or “ABSTAIN” for each of the proposals. If you “ABSTAIN,” it has no effect on the outcome of the votes, although abstentions will be counted for the purposes of determining if a quorum is present for joint electorate actions. If you submit a proxy or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Boards of Directors.   Carnival Corporation & plc 2016 Proxy Statement     83 QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival plc Q: What happens if additional proposals are presented at the meeting?Annual Meeting?   A: Other than the proposals described in this Proxy Statement, Carnival Corporation does not expect any matters to be presented for a vote at the 2018 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Micky Arison, Carnival Corporation’s Chairman of the Board, and Arnaldo Perez, Carnival Corporation’s General Counsel and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is unable to accept nomination or election (which is not anticipated), the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Boards of Directors.   Q: Who will count the vote?   A: A representative of Broadridge Investor CommunicationFinancial Solutions will tabulate the votes and act as the inspector of elections. QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC   Carnival Corporation shareholders should refer to “Questions Specific to Shareholders of Carnival Corporation” beginning on page 81.   Q: Who is entitled to attend and vote at the Carnival plc Annual General Meeting of Carnival plc?Meeting?   A: If you are a Carnival plc shareholder registered in the register of members of Carnival plc at 6:0030 p.m. (BST) on April 12, 2016,9, 2018, you will be entitled to attend in person and vote at the Annual General Meeting to be held in the United StatesU.S. in respect of the number of Carnival plc ordinary shares registered in your name at that time. You may also appoint a proxy to attend, speak and vote instead of you. If you are a corporation you may appoint a corporate representative to represent you and vote your shareholding in Carnival plc at the Annual General Meeting to be held in the United Kingdom.UK. For further details regarding appointing a proxy or corporate representative, please see below. We are also offering an audio replay of the business portions of the Annual Meetings, which will be available shortly after the meetings. If you choosewish to listen to the replay, go to the Financial Information tab of Investor Relations“Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and follow the instructions provided.   Q: Will I be asked to vote at the Carnival Corporation Annual Meeting?   A: No. Your vote at the Carnival plc Annual General Meeting, for the purposes of determining the outcome of combined voting, will automatically be reflected as appropriate at the parallel Carnival Corporation Annual Meeting of Carnival Corporation through the mechanism of a special voting share issued by Carnival Corporation.   Carnival Corporation & plc 2018 Proxy Statement   85 QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival plc Q: How do I vote my Carnival plc shares without attending the Annual General Meeting?   A: You may vote your Carnival plc shares at the Annual General Meeting by completing and signing the enclosed form of proxy in accordance with the instructions set out on the form and returning it as soon as possible, but in any event so as to be received by Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA, by not later than 1:30 p.m. (BST) on April 12, 2016.9, 2018. Alternatively, a proxy vote may be submitted via the internet in 84      Carnival Corporation & plc 2016 Proxy Statement QUESTIONS AND ANSWERS Questions Specific to Shareholders of Carnival plc accordance with the instructions set out in the proxy form. It is also possible to appoint a proxy via the CREST system (please see the Carnival plc Notice of Annual General Meeting for further details). Voting by proxy does not preclude you from attending the Annual General Meeting and voting in person should you wish to do so. If you are a corporation, you can vote your Carnival plc shares at the Annual General Meeting by appointing one or more corporate representatives. You are strongly encouraged to pre-register your corporate representative to make registration on the day of the Annual General Meeting more efficient. In order to pre-register you would need to email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at proxy.vote@equiniti.com.proxy.votes@equiniti.com. Corporate representatives themselves are urged to arrive at least two hours before commencement of the Annual General Meeting to assist Carnival plc’s registrars with the appropriate registration formalities. Whether or not you intend to appoint a corporate representative, you are strongly encouraged to return the enclosed form of proxy to Carnival plc’s registrars.   Q: Can I change my vote given by proxy or by my corporate representative?   A: Yes. You may change your proxy vote by either (1) completing, signing and dating a new form of proxy in accordance with its instructions and returning it to Carnival plc’s registrars by no later than the start of the Annual General Meeting,1:30 p.m. (BST) on April 9, 2018, or (2) by attending and voting in person at the Annual General Meeting. If you do not attend and vote in person at the Annual General Meeting and wish to revoke the appointment of your proxy or corporate representative, you must do so by delivering a notice of such revocation to Carnival plc’s registrars at least three hours before the start of the Annual General Meeting.   Q: What class of shares are entitled to be voted at the Carnival plc Annual General Meeting?   A: Carnival plc has only one class of ordinary shares in issue. Each Carnival plc ordinary share in issue as of the close of business on April 12, 2016,9, 2018, is entitled to one vote at the Annual General Meeting. As of January 20, 2016,February 13, 2018, Carnival plc had 216,456,140208,445,279 ordinary shares in issue. However, the 26,907,59426,016,594 Carnival plc ordinary shares directly or indirectly held by Carnival Corporation have no voting rights (in accordance with the Articles of Association of Carnival plc). As a result, as of January 20, 2016,February 13, 2018, the total voting rights in Carnival plc were 189,548,546182,428,685 ordinary shares.   Q: How are votes counted?   A: You may vote “FOR,” “AGAINST” or “ABSTAIN” your vote for each of the resolutions. If you “ABSTAIN,” it has no effect on the outcome of the votes, although abstentions will be counted for the purposes of determining if a quorum is present for joint electorate actions.   86   Carnival Corporation & plc 20162018 Proxy Statement ANNEX A       85 ANNEX A   CARNIVAL PLC DIRECTORS’ REPORT   Directors’ Report Carnival plc and Carnival Corporation are separate legal entities (together referred to in this report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Committees of the Board. However, as is required by the agreements governing the dual listed company (“DLC”) arrangement, there is a single senior management team and the Boards of Directors and members of the Committees of the Boards are identical. TheThis Directors’ Report has been prepared and presented in accordance with and in reliance upon UK company law and, accordingly, the liabilities of the Directors in connection with thethis Directors’ Report shall be subject to the limitations and restrictions provided by such law. In accordance with the UK Financial Conduct Authority’s Listing Rules, the information to be included in the Annual Report and Accounts, where applicable, under Listing Rule 9.8.4, is set out in this Directors’ Report, with the exception of the details regarding interest capitalized, which are set out in the Carnival plc consolidated IFRS financial statements, and the details of long-term incentive schemes, which are set out in the Carnival plc Directors’ Remuneration Report. Future developments of the business and business model of Carnival Corporation & plc can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements.statements under the following sections, respectively: 1.A.II Visions, Goals and Related Strategies and 1.C. Our Global Cruise Business. The financial risk management objectives and policies and exposure to foreign currency risk, fair value risk, cash flow interest rate risk and liquidity risk can be found in Note 23. Post balance sheet events including the modification of the share repurchase program and ship construction contracts, can be found in Notes 1714 and 22, respectively,17 of the Carnival plc consolidated IFRS financial statements. Dividends During the year ended November 30, 2015,2017, Carnival plc paid four regular quarterly dividends totaling $1.05$1.55 per ordinary share (2014—(2016—$1.00)1.30). In January 2016,2018, the Boards of Directors declared a quarterly dividend of $0.30$0.45 per share. For this quarterly dividend, the Boards of Directors approved a record date of February 19, 2016,23, 2018, and a payment date of March 11, 2016.18, 2018. Although dividends are declared in U.S. dollars, they are paid in sterling to the holders of ordinary shares in Carnival plc unless they elect to receive their dividends in U.S. dollars. Dividends payable in sterling are converted from U.S. dollars into sterling at the U.S. dollar to sterling exchange rate quoted by the Bank of England in London at 12:00 p.m. on the next combined U.S. and UK business day that follows the quarter end. Holders of the Carnival plc’s American Depositary Shares are paid their dividend in U.S. dollars. Since January 2004, Ocorian Trustees (Jersey) Limited (formerly known as Bedell Trustees Limited,Limited), as trustee of the P&O Princess Cruises Employee Benefit Trust, holds shares to satisfy awards grantedgrants made under the Carnival plc 2005 Employee Share Plan and Carnival plc 2014 Employee Share Plan. The trustee has waived its right to all dividends payable by Carnival plc. Dividends paid during fiscal 20152017 over which rights were waived amounted to $152,488.$427,521. Carnival plc Directors’ Report    A-1 ANNEX A Share Capital and Control Changes in the share capital of Carnival plc during fiscal 20152017 are given in Note 16 to the Carnival plc consolidated IFRS financial statements. The share capital of Carnival plc at the date of this reportJanuary 18, 2018 includes two allotted and issued subscriber shares of £1 each, 50,000 allotted but unissued redeemable preference shares of £1 each, one allotted Carnival plc Directors’ Report     A-1 ANNEX A and issued special voting share of £1 and 216,456,140209,345,279 allotted and issued ordinary shares of $1.66 each. The subscriber shares carry no voting rights and no right to receive any dividend or any amount paid on a return of capital. The redeemable preference shares carry no voting rights, but are entitled to payment of a cumulative preferential fixed dividend of 8eight percent per annum on the amount paid up on each such share that is in issue. On a return of capital on a winding up or otherwise, the redeemable preference shares rank behind the ordinary shares but ahead of any other class of shares, and are entitled to receive payment of the amount paid up or credited as paid up on each such share. Redeemable preference shares which are fully paid may be redeemed at any time at the election of the holder or of the company, in which case the amount payable on redemption is the amount credited as paid up on each share which is redeemed, together with all arrears and accruals of the preferential dividend. Details of options over ordinary shares and restricted stock units granted to employees are given in Note 2019 to the Carnival plc consolidated IFRS financial statements. The Articles of Association of Carnival plc contain provisions which, in certain circumstances, would have the effect of preventing a shareholder (or a group of shareholders acting in concert) from holding or exercising the voting rights attributable to shares in Carnival plc which are acquired by them. These provisions would have effect if a shareholder (or a group of shareholders acting in concert) were to acquire ordinary shares in Carnival plc with the result that the total voting rights exercisable by that shareholder or group of shareholders on matters put to a vote as joint electorate actions under the DLC arrangement would exceed 30 percent of the total voting rights exercisable in respect of any joint electorate action. They would also have effect if a shareholder (or group of shareholders acting in concert) already holding between 30 percent and 50 percent of the total voting rights exercisable in respect of any joint electorate action were to acquire shares in Carnival plc and thereby increase the percentage of voting rights so held. In each such case, the percentage of voting rights held is determined after taking into account voting rights attributable to shares of Carnival Corporation common stock held by such shareholder (or group of shareholders) and also taking into account the effect of the equalization ratio which gives effect to common voting by the shareholders of Carnival plc and Carnival Corporation on joint electorate actions under the DLC arrangement. Under the relevant provisions of the Articles of Association of Carnival plc (articles 277 to 287) shares which are acquired by a person and which trigger the thresholds referred to in the foregoing paragraph may be sold at the direction of the Board, and the proceeds remitted to the acquiring shareholder, net of any costs incurred by Carnival plc. Pending such sale any dividends paid in respect of such shares would be paid to a charitable trust, and the trustee of such trust would be entitled to exercise the voting rights attaching to the shares. The restrictions summarized in the preceding paragraphs would not apply in the case of an acquisition of shares that is made in conjunction with a takeover offer for Carnival plc, which is announced in accordance with the City Code on Takeovers and Mergers, for so long as that offer has not lapsed or been withdrawn. However, if such a takeover offer is not made, or lapses or is withdrawn, the restrictions will apply in respect of any acquired shares. The foregoing is a summary only of the relevant provisions of the Articles of Association of Carnival plc, and for a complete understanding of their effect, shareholders are recommended to refer to the A-2     Carnival plc Directors’ Report ANNEX A Articles of Association themselves. A copy of the Articles of Association of Carnival plc is available at Carnival plc’s website at www.carnivalplc.com or upon request from the Company Secretary, 3655 N.W. 87th Avenue, Miami, Florida 33178, United States of America. There is one significant agreement to which Carnival plc is a party, which may be altered or terminated in the event of a change of control. This is the Amendment and Restatement Agreement dated June 16, 2014 in respect of the Facilities Agreement dated May 18, 2011, by and among Carnival A-2     Carnival plc Directors’ Report ANNEX A Corporation, Carnival plc, Bank of America Merrill Lynch International Limited, and various other lenders, which provides for $1.7$1.9 billion,€500 million and £150£169 million revolving credit facilities and which may, under certain circumstances, be cancelled upon a change of control of Carnival plc, other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them. Articles of Association The Articles of Association of Carnival plc may be amended by the passing of a special resolution of the shareholders. In common with many other corporate actions that might be undertaken by Carnival plc, such a resolution would be proposed as a joint electorate action on which the shareholders of Carnival plc and of Carnival Corporation effectively vote as a single unified body, as contemplated by the DLC arrangement. Purchase of Own Shares The Boards of Directors have authorized the repurchase of up to an aggregate of $1.2$1.0 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). At February 19, 2016,January 18, 2018, the availability under the Repurchase Program was $843.5$471 million. The Repurchase Program does not have an expiration date and may be discontinued by the Boards of Directors at any time. In addition to the Repurchase Program, the Boards of Directors have authorized the repurchase of up to 19.222 million Carnival plc ordinary shares and up to 26.9 million shares of Carnival Corporation common stock under the Stock Swap programs described in the Carnival Corporation & plc 2017 joint Annual Report on Form10-K. Shareholder approval is not required to buy back shares of Carnival Corporation, but is required under the Companies Act 2006 to buy back shares of Carnival plc. At the Annual General Meetings held on April 12, 2015,5, 2017, the authority for Carnival plc to buy back its own shares was approved. This authority enabled Carnival plc to buy back up to 21,605,25221,603,849 ordinary shares of Carnival plc (being approximately 10 percent of Carnival plc’s ordinary shares in issue). Under the Repurchase Program, nothat authority, 4,574,686 Carnival plc ordinary shares have been purchased through February 19, 2016. January 18, 2018. That approval expires on the earlier of: the conclusion of Carnival plc’s 2018 Annual General Meeting; or October 10, 2018. Carnival Corporation & plc treats any such repurchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program and the Stock Swap Programs as if they were made by Carnival plc under the Carnival plc buy back authority. That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2016 Annual General Meeting or (ii) October 13, 2016. Directors The names of all persons who served as Directors of Carnival Corporation and Carnival plc during fiscal 20152017 and biographical notes about each of the Directors are contained in the Proxy Statement. Carnival plc Directors’ Report      A-3 ANNEX A Details of the Directors’ membership on Board Committees are set out in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. As of the date of this report, 22%Directors’ Report, 27% of the members of the Boards are women (being twothree of nineeleven members). The Boards have expressed their intent to fill the next Board vacancy with a female candidate, where skill set and experience for the vacancy can be met to achieve a target of 25% female Board members. Upon becoming a member of the Board of Directors of Carnival plc, each new Director participates in an induction process, which includes a meeting with all of the current Directors, provision of an induction pack, site visits and meetings with senior and operational management teams. The Directors update their skills, knowledge and familiarity with Carnival plc by attending appropriate external Carnival plc Directors’ Report     A-3 ANNEX A seminars and training courses, meeting with senior management and visiting regional and divisional operating offices. The appointment and replacement of Directors of Carnival plc is governed by the provisions of the Articles of Association of Carnival plc and also by the provisions of the Equalization and Governance Agreement entered into on April 17, 2003 on the establishment of the DLC arrangement. The Articles of Association and the Equalization and Governance Agreement require that the Boards of Directors of Carnival plc and Carnival Corporation be comprised of exactly the same individuals. The business of Carnival plc is managed by the Board of Directors, which may exercise all the powers of Carnival plc, including, without limitation, the power to dispose of all or any part of the company’s assets, to borrow money, to mortgage or pledge any of its assets and to issue debentures and other securities. Details of the Directors’ remuneration and their interests in the shares of Carnival Corporation and Carnival plc are set out in Part II of the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement. Substantial Shareholdings As of November 30, 2015,2017, Carnival plc has been notified of material interests of 3three percent or more in Carnival plc’s total voting rights as follows:   Shareholder      Number of  shares      Percentage  of   voting rights   AXA, S.A.          10,627,433 (1)          5.6 % Barclays plc          6,454,915 (2)          3.4 % Black Rock Inc.          18,574,455 (3)          9.8 % Legal & General Group plc          7,077,019 (4)          3.7 % Lloyds TSB          6,322,667            3.3 % Schroders plc          9,758,601 (5)          5.1 % Thornburg Investment Management, Inc.          8,893,465 (6)          4.7 % Shareholder Number of shares Percentage of    voting rights     Barclays plc       6,454,915   (1)       3.5   %     Black Rock Inc.       17,008,820   (2)       9.3   %     Causeway Capital Management LLC       11,154,323         6.0   %   (1) AXA, S.A. and its group of companies have an interest in these shares. (2) Affiliates of Barclays plc have an interest in these shares. (3)(2) Affiliates of Black Rock Inc. have an interest in these shares. (4) Legal & General Group plc and its subsidiaries have an interest in these shares. (5) Schroders plc and its affiliates have an interest in these shares. (6) Thornburg Investment Management holds these shares as discretionary investment manager. Carnival plc has not been notified of any changes between December 1, 20152017 and January 20, 2016.18, 2018. Carnival Corporation and Carnival Investments Limited are the holders of an aggregate of 26,176,59426,016,594 Carnival plc ordinary shares as at the date of this report.January 18, 2018. These shares carry no voting rights or rights on liquidation unless Carnival Corporation owns over 90 percent of all the Carnival plc ordinary shares. Accordingly, the details of voting rights given in the preceding table take account of the absence of voting rights carried by these shares. Except for the above, no person has disclosed relevant information to Carnival plc pursuant to rule 5 of the Disclosure Guidance and Transparency Rules. A-4     Carnival plc Directors’ Report ANNEX A Corporate Governance and Directors’ Remuneration A report on corporate governance and compliance with the UK Corporate Governance Code is contained in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. Part I of the Carnival plc Directors’ Remuneration Report is included in the Proxy Statement and Part II of the Carnival plc Directors’ Remuneration Report is attached as Annex B to the Proxy Statement. A-4     Carnival plc Directors’ Report ANNEX A Corporate and Social Responsibility Health, environmental, safety, security The Boards of Directors of Carnival Corporation & plc established Board-level Health, Environmental, Safety & Security (“HESS”) Committees comprised of threefour independent Directors. The principal function of the HESS Committees is to to: assist the Boards in fulfilling their responsibility to supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability-related policies, programs, initiatives at sea and ashore,ashore; and compliance comply with related legal and regulatory requirements. requirements relating to health, environmental, safety, security and sustainability. The HESS Committees and our management team review all significant risks or exposures and associated mitigating actions. Each of the Chief Executive Officers of our brands attends the meetings of the HESS Committees. Carnival Corporation & plc recognizes itstheir responsibility to provide industry leadership and to conduct our business as a responsible global citizen. Our corporate leadership is manifested in our Code of Business Conduct and Ethics, which requires that every employee and member of the Boards use sound judgment, maintain high ethical standards and demonstrate honesty in all business dealings. As a responsible global citizen, Carnival Corporation & plc is committed to achieving and maintaining the highest standards of professional and ethical conduct. In addition, Carnival Corporation & plc’s HESS policyPolicy describes our commitments to:   Protectingprotecting the health, safety and security of our passengers, guests, employees and all others working on our behalf, of Carnival Corporation & plc, thereby promoting an organization that isstrives to be free of injuries, illness and loss; Protectingprotecting the environment, including the marine environment in which our vessels sail and the communities in which we operate, minimizingstriving to prevent adverse environmental consequences and using resources efficiently and sustainably; Fully complying with or exceeding all legal and statutory requirements related to health, environment, safety, security and sustainability throughout our business activities; and Assigningassigning health, environment, safety, security and sustainability matters the same priority as other critical business matters. The HESS Policy is published on the Carnival Corporation & plc website at www.carnivalcorp.com or www.carnivalplc.com. The Boards recognize that Carnival Corporation & plc needs to ensure that there is a consistent standard of operation throughout itstheir fleet in keeping with itstheir leading position in the cruise industry. In this regard, the Carnival Corporation & plc Maritime Policy & Analysis Department is headed by a Chief Maritime Officer, with a full-time professional and administrative staff, and is responsible for providing a common, integrated approach to management of HESS matters and for reporting to the HESS Committees on such matters. The Chief Maritime Officer reports to the Chief OperationsExecutive Officer and to the ChairmanChair of the HESS Committees. Carnival plc Directors’ Report      A-5 ANNEX A The principal activities of the Maritime Policy & Analysis Department include establishing HESS Policy, standards and procedures, and measuring and reporting on HESS-related performance. The Carnival Corporation & plcplc’s internal audit department called Risk Advisory & Assurance Services (“RAAS”) Department is headed by the Chief Audit Officer, who reports directly to the Chief Operations Officer and to the ChairmanChairs of the Audit and HESS Committees. The Chief Audit Officer also has a “dotted” reporting line to the General Counsel. RAAS Department conducts annual HESS audits of each brand’s head office and of each ship in our fleet. These audits are in addition to the audits performed by external third-party certification and regulatory auditors. Carnival plc Directors’ Report     A-5 ANNEX A Each RAAS Department HESS audit is organized and planned to:   Verifyverify compliance with applicable rules, corporate standards, brand policies and procedures, regulations, codes and guidance directly involved in the safe conduct of ship operations; and Verifyverify the effectiveness and efficiency of the shipboard and shore-side HESS management systems.systems; and identify opportunities for continuous improvement. Carnival Corporation & plc has long been committed to operating responsibly. We believe that sustainability is about preserving our environment, respecting our employees and the communities where we do business and returning value to our shareholders. We voluntarily publish sustainability reports at both the corporate and brand levelsSustainability Reports that address governance, commitments, stakeholder engagement, environmental, labor, human rights, society, product responsibility, economic and other sustainability-related issues and performance indicators. These reports, which can be viewed at www.carnivalcorp.com and www.carnivalplc.com, are developed in accordance with the Sustainability Reporting Guidelines established by the Global Reporting Initiative, the global standard for reporting on environmental, social and governance policies, practices and performance. This reporting augments the annual environmental management reporting initiative that we began in 2005. As part of our sustainability strategy, we have voluntarily reported our carbon footprint via the CDP (formerly, the Carbon Disclosure Project) each year since 2007.2006. The CDP rates companies on the depth and scope of their disclosures and the quality of their reporting. We have developed a greenhouse gas inventory management plan in 2010 in accordance with the requirements of International Organization for Standardization (“ISO”)14064-1:2006 standard and The Greenhouse Gas Protocol. Our submission included details of our most recently compiled emissions data and reduction efforts, along with our completion of an independent, third-party verification of our greenhouse gas emissions inventory. In November 2015, we were awarded a position on the FTSE 350 and the S&P 500 Climate Disclosure Leadership Index as a result of our disclosures and efforts to reduce our carbon footprint. We also disclose our water stewardship through the CDP water program. All of our brands’ environmental management systems are certified in accordance with the International Organization for Standardization (“ISO”) Standard 14001.ISO 14001 standard. The ISO, an international standard-setting body, produces worldwide industrial and commercial standards. ISO 14001 standard, the environmental management standard that was developed to help organizations manage the environmental impacts of their processes, products and services, presents a structured approach to setting environmental objectives and targets. It provides a framework for any organization to apply these broad conceptual tools to their own processes. We also supportare committed to reducing our air emissions and improving air quality by evaluating new and established technology solutions. Liquefied natural gas is one of the solutions we are working to implement across our fleet both in port and at sea due to its reduced carbon profile and cleaner emissions. We continue our partnership with The Nature Conservancy, which is one of the world’s leading conservation organizations, in their efforts to restore coral reefs, protect marine ecosystemsworking across all sectors of industry and promote natural systemssociety to help reduceadvance its mission to protect the impact of stormsnatural world and rising sea levels in coastal communities.develop relationships that best align to produce clear conservation benefits with lasting, measurable outcomes. Our partnership is supporting their Mapping Ocean Wealth program,   A-6       Carnival plc Directors’ Report ANNEX A   In September 2015, we announced newwhich creates maps that show the extent and distribution of benefits that habitats like coral reefs and mangroves provide, including fish production, flood mitigation, erosion control and recreation. We have developed a set of 2020 sustainability goals reinforcing our commitment to the environment, our guests, our employees and the communities in which we operate. We have establishedOur ten goals listed below are aimed at reducing our environmental footprint while enhancing the health, safety and security of our guests and crew members, and ensuring sustainable business practices across our brands and business partners and suppliers as follows:partners:   Environmental Goals    •   Reduce intensity of equivalent carbon dioxide equivalent (“CO2e”) emissions from operations by 25% by 2020 relative to our 2005 baseline measured in grams of CO2e perALB-km •   Continue to improve the quality of our emissions into the air by developing, deploying and operating exhaust gas cleaning systems across our fleet capable of reducing sulfur compounds and particulate matter from our ships’ engine exhaust •   Increase usageCold Ironing coverage of ship-to-shore power connectionour fleet-wide capacity in relation to future port capabilities •   Increase Advanced Wastewater Purification Systems coverage of our fleet capacityfleet-capacity by 10 percentage points by 2020 relative to our 2014 baseline •   Continue to improve our shipboard operations’ water use efficiency of our shipboard operations by 5% by 2020 relative to our 2010 baseline, as measured by liters per person per day •   Continue to reduce waste generated by our shipboard operations by 5% by 2020 relative to our 2010 baseline, as measured by kilograms ofnon-recycled waste per person per day   Health, Safety and Security GoalsGoal    •   ContinueStriving to be free of injuries, continue to build on our commitment to protect the health, safety and security of guests, employees and all others working on our behalf.behalf   Sustainable Workforce Labor and CommunitySocial Goals    •   Continue to build a diverse and inclusive workforce and provide all employees with a positive work environment and opportunities to build a rewarding career to further drive employee engagement •   Further develop and implement vendor assurance procedures ensuring compliance with Carnival Corporation & plc’s Business Partner Code of Conduct and Ethics •   Continue to work on initiatives and partnerships that support and sponsor a broad range of organizations for the benefit of the local and global communities where we operatethroughout our brands   Continuing the sustainability journey,Our ship fuel consumption and emission rates and our newest brand Fathom is pioneering social impact travel with purpose-driven activities and programs that enable guests to make a real sustainable impact on the communities where they travel. Additional information regardingtotal ship fuel greenhouse gas emissions can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements.are as follows:   Measure   Units   2017   2016         Total ship fuel greenhouse gas emissions (in millions)       Tonnes CO2e   (1)       10.4         10.2         Ship fuel greenhouse gas emission rate       Grams CO2e/ALB-KM   (2)       256         261     (1) Greenhouse gas emission data collection and calculations were performed in accordance with our greenhouse gas inventory management plan, the Greenhouse Gas Protocol and ISO14064-3:2006 standard. Ship fuel emissions represent over 95% of the combined scope 1 emissions (direct emissions from sources that are owned or controlled by Carnival Corporation & plc) and scope 2 emissions (indirect emissions from the consumption of purchased electricity, heat or steam). (2) We measure and report the ship fuel greenhouse gas emission rate in terms of grams of CO2e per available lower berth kilometer(“ALB-KM”). This indicator enables us to make meaningful greenhouse gas emission reduction comparisons that take into account changes in fleet size, itineraries and passenger capacity. Carnival plc Directors’ Report      A-7 ANNEX A Further details of matters related to health, environmental, safety, security and sustainability reporting and community relations at Carnival Corporation & plc are available in the Sustainability“Sustainability” section of the Carnival Corporation & plc website at www.carnivalcorp.com or www.carnivalplc.com. Employees Carnival Corporation & plc own and operate a portfolio of cruise brands in North America, Europe, Australia and Asia comprised of nine cruise lines, Carnival Cruise Lines, Fathom,Line, Holland America Line, Princess Cruises, Seabourn, AIDA Cruises, Costa Cruises, Cunard, P&O Cruises (Australia) and P&O Cruises (UK)., as well as Fathom, our immersion and enrichment experience brand. Our corporate office and individual brands employ a variety of methods, such as intranet sites, management briefings, newsletters and reward programs to encourage employee involvement and to keep employees informed of the performance, development and progress of Carnival Corporation & plc. We believe that diversity and inclusion issues, such as the attraction, retention, development and promotion of women and people of color, are not only important topics in corporations and boardrooms world-wide, they are issues critically important to sustaining the success of our business. For years, we have partnered with organizations focused on improving the diversity and inclusiveness of work places and by extension, society in general. We strive to achieve greater performance through capturing the power of employee diversity across all elements such as race, ethnicity, gender and sexual orientation. Accordingly, our President and Chief Executive Officer has committed to Catalyst’s “Catalyst CEO Champions for Change” initiative to support the advancement of women’s leadership and diversity in the workplace and the Executive Leadership Council’s “CEO Action for Diversity and Inclusion” initiative to support and encourage diversity in the workplace. Senior employees within Carnival Corporation & plc are eligible to participate in either the Carnival plc 2014 Employee Share Plan or the Carnival Corporation 2011 Stock Plan, further details of which are provided in Carnival plc’s Directors’ Remuneration Report attached as Annex B to the Proxy Statement. These plans reinforce the philosophy of encouraging senior employees to contribute Carnival plc Directors’ Report     A-7 ANNEX A directly to the achievement of Carnival Corporation & plc’s goals and of rewarding individual and collective success. It is the policy of Carnival Corporation & plc that disabled persons should receive full and fair consideration for all job vacancies for which they are suitable applicants. Training and career development is encouraged for all employees. It is the policy of Carnival Corporation & plc to seek to retain employees who become disabled while in itstheir service whenever possible and to provide specialist training, where appropriate. Information regarding gender mix can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements. Political Contributions Carnival plc did not make any political contributions to any European Union (“EU”) political organization during the year ended November 30, 2015 (2014—2017 (2016—nil). Carnival plc’s subsidiaries made political contributions to organizations outside the EUEuropean Union of $0.4 million (2014—$0.2 million)$0.1million (2016—nil). Directors’ Statement as to Disclosure of Information to Auditors Each Director is satisfied that, as far as he or she is aware, the auditors are aware of all information relevant to the audit of Carnival plc’s consolidated IFRS financial statements for the year ended November 30, 20152017 and that he or she has taken all steps that ought to have been taken by him or her as a Director in order to make the auditors aware of any relevant audit information and to establish that Carnival plc’s auditors are aware of that information. A-8     Carnival plc Directors’ Report ANNEX A Corporate Governance Statement The corporate governance statement, prepared in accordance with rule 7.2 of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook, can be found in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. The Carnival plc Corporate Governance Report forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference. Letters to Shareholders The Chief Executive Officer’s Letter to Shareholders, which can be found in the Carnival plc Strategic Report, forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference. Independent Auditors The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they bere-appointed will be proposed at the 20162018 Annual General Meeting. By order of the Board Arnaldo Perez Company Secretary February 19, 2016 A-8     Carnival plc Directors’ Report ANNEX A Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report, the Carnival plc Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards as adopted by the EUEuropean Union (“IFRS”). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of Carnival plc and the Carnival plc group and of the Statements of Income of the Carnival plc group for that period. In preparing the financial statements the Directors are required to:   select suitable accounting policies and then apply them consistently; make judgments and estimates that are reasonable and prudent; state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain Carnival plc’s transactions and disclose with reasonable accuracy at any time the financial position of Carnival plc and the Carnival plc group and to enable them to ensure that the financial statements and the Carnival plc Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Carnival plc consolidated IFRS financial statements, Article 4 of the IAS Regulation. TheyThe Directors are also responsible for safeguarding the assets of Carnival plc and the Carnival plc group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Each of the Directors, whose names and functions are listed in the Proxy Statement, confirms that, to the best of his or her knowledge:   the Carnival plc group financial statements, which have been prepared in accordance with IFRSs give a true and fair view of the assets, liabilities, financial position and net income of the Carnival plc group; and Carnival plc Directors’ Report      A-9 ANNEX A the Carnival plc Directors’ Report contained inattached as Annex A to the Proxy Statement and the Carnival plc Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements includes a fair view of the development and performance of the Carnival plc group, together with a description of the principal risks and uncertainties that it faces; andfaces. The Directors consider that the Annual ReportsReport and Accounts taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders of Carnival plc to assess Carnival plc’s position and performance, business model and strategy. By orderThis Directors’ Report was approved by the Board of the BoardDirectors and is signed on its behalf by   Arnaldo Perez Company Secretary February 19, 2016January 29, 2018 Carnival plc Incorporated and registered in England and Wales under number 4039524   A-10   Carnival plc Directors’ Report   A-9 ANNEX B       CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT - PART II   Certain information required to be included in the Carnival plc Directors’ Remuneration Report is set forth in Part I (which is also known as the Compensation Discussion and Analysis) and in the Executive Compensation section“Director Compensation” and “Compensation Tables” sections of the Notice of Annual Meetings and Proxy Statement to which this Report is annexed (the “Proxy Statement”). The Compensation Discussion and Analysis and the relevant parts of the Proxy Statement should be read in conjunction with this Part II. As explained in Part I, Parts I and II of this reportthe Carnival plc Directors’ Remuneration Report form part of the Carnival plc Annual Report of Carnival plc for the year ended November 30, 2015.2017. Carnival plc and Carnival Corporation are separate legal entities (together referred to in this Report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as required by the agreements governing the dual listed company (“DLC”) arrangement, there is a single management team and the Boards of Directors and members of the Committees of the Boards are identical. Accordingly, consistent with prior years, we have included remuneration paid by Carnival Corporation and Carnival plc in the Carnival plc Directors’ Remuneration Report. The Directors are primarily paid by Carnival Corporation as part of the DLC arrangement. Both Parts I and II of thisthe Carnival plc Directors’ Remuneration Report are in compliance with Schedule 8 of the Large andMedium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”) and the 2014 UK Corporate Governance Code published by the UK Financial Reporting Council in April 2016 (the “Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority.   1. Statement by Randall J. Weisenburger, ChairmanChair of the Compensation Committees The major decisions on Directors’ remuneration and the changes on Directors’ remuneration during the year (and the context for these decisions and changes) are summarized in the Executive Summary“Executive Summary” section in Part I of thisthe Carnival plc Directors’ Remuneration Report.   2. Implementation Section (not audited)     2.1 Implementation of Approved Policy The Directors’ Remuneration Policy (the “2017 Policy”) was approved by the Carnival Corporation and Carnival plc shareholders at the Annual General Meeting held onin April 17, 2014. This policy2017. The 2017 Policy will be operated by Carnival Corporation & plc until a new policyDirectors’ Remuneration Policy is submitted for shareholder approval, which is expected to be proposed no later than at the 20172020 Annual General Meeting. The Directors’ Remuneration2017 Policy is included within Annex B of the 20142017 Notice of Annual MeetingMeetings and Proxy Statement, which is available on our website at www.carnivalcorp.com or www.carnivalplc.com. The Compensation Committees have regard to the UK’s Corporate Governance Code as revised, and are satisfied that the Directors’ Remuneration2017 Policy supports the long-term success of Carnival Corporation & plc and includesinclude due regard to corporate and social responsibility issues and to managing risk within the group.   Carnival plc Directors’ Remuneration Report – Part II        B-1 ANNEX B   During the year, the following actions were taken for 2017 or envisagedanticipated for fiscal 20162018 when implementing the Directors’ Remuneration2017 Policy: Executive Directors   Base salary   Annual salaries (not audited)   Annual salary levels as at December 1, 20152017 were:   •  Mr. Donald – $1,000,000$1,500,000 •  Mr. Arison – $1,000,000   No increase was made to Mr. Donald’s or Mr. Arison’s salary for fiscal 2015.2018.   Details of the companies considered as comparators for the market competitive reviews described above are set out in Part I.   Annual Bonus   Fiscal 20152017 Annual Bonus (audited)   The annual bonus program is referred to as the Management Incentive Plan. Details of the performance measures and targets for Mr. Donald’s annual bonus in respect of fiscal 20152017 are included in Part I. As in previous years, the selected performance measure was Corporation Operating Income and application of this measure in accordance with the policy described above2017 Policy focuses Mr. Donald on achieving appropriate performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures.   Mr. Arison does not participate in our performance-based annual bonus program.   Annual bonus for Executive Directors who served throughout fiscal 20152017 were as follows:   •  Mr. Arison – Nil •    Mr. Donald – $4,618,950$4,377,000 representing a bonus outcome of 174.3%145.9% of target •  Mr. Arison – Nil   This outcome did not involve the exercise of any discretionary adjustments (up or down) to theMr. Donald’s individual annual bonus amounts.amount.   Additionally, Mr. Donald is eligible, depending on service, to participate in anall-employee profit sharing arrangement as further detailed in the section on pensions below.   Fiscal 20162018 Annual Bonus – Performance measures and targets (not audited)   For fiscal 2016,2018, the key performance measure will again be Corporation Operating Income, which was also the key performance measure for fiscal 2015.Income.   B-2     Carnival plc Directors’ Remuneration Report – Part II ANNEX B Full details of the process for setting the Corporation Operating Income Target for fiscal 20162018 and of how achievement of Corporation Operating Income in relation to that target can produce bonus outcomes is set out in Part I.   The Corporation Operating Income Target for fiscal 20162018 will be disclosed in next year’s Report,at the end of the performance period, as it is strategic and commercially sensitive in relation to disclosing itdisclose at this time.   B-2     Carnival plc Directors’ Remuneration Report – Part II ANNEX B For fiscal 2016,2018, Mr. Donald’s target bonus remainsremained unchanged at $2,650,000$3,000,000 (with the maximum possible bonus being 200% of this level). Mr. Arison does not participate in our performance-based annual bonus program. As reported in Part I, the annual bonus program includes clawback features that will require participants to reimburse us for all or a portion of payments received under the program in the case of a participant’s wrongdoing that results in a material restatement of our financial statements. Long-Term Incentive Compensation    Long-Term Incentive Compensation in Fiscal 20152017 (audited)   Descriptions of the share awardsgrants made to Mr. Donald during fiscal 20152017 and their vesting conditions are set out in Part I. The share awardsgrants made to Mr. Donald during fiscal 20152017 are disclosed in Section 4.2 below,“Share Plan Grants Made to Directors in Fiscal 2017” tablebelow, which is audited. No share awardsgrants were made to Mr. Arison in fiscal 2015.2017. For fiscal 2017, long-term incentives were as follows: •  Management Incentive Plan-Tied Equity (“MTE”) grant made in January 2018; •  Performance-Based Share (“PBS”) grant made in April 2017; and •  Shareholder Equity Alignment (“SEA”) grant made in January 2017.   The PBS grants made toCompensation Committees approved an MTE target grant value for Mr. Donald in fiscal 2015 vestJanuary 2017. The actual 2017 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the recommended MTE grant value, which may be from zero to 200% of target based upontarget. The actual MTE grant value approved is then converted into a number of RSUs that cliff vest after two years from the extent to which (1) annual operating income, as adjusteddate of grant. The MTE grant for fuel price changes and foreign currency exchange rate impacts, for each of the three fiscal years in the 2015-2017 performance cycle and (2) ROIC exceed specified performance goals over the three-year performance cycle and as modified up or down by up to 10% at the end of the three-year performance cycle for Carnival Corporation & plc’s TSR rank relative to the Peer Group. Under the terms of the award, the operating income result is weighted 70% and the ROIC result is weighted 30%. If the TSR modifier increase applies, the maximum payout would be 200% of target. These performance measures were approved by the Compensation Committees because they were regarded as representative of Carnival Corporation & plc’s ability to maintain and grow earnings over time and to further align the financial result with the broader shareholder experience. Carnival Corporation & plc will disclose these targets for the PBS awards at the end of the performance period (as these targets are commercially sensitive until then). The 2013 PBS grants made to Mr. Arison in July 2013 and Mr. Donald in October 2013 reached the end of the performance period at the end of fiscal 2015 and vested on February 9, 2016. Under the terms of the 2013 PBS grants, shares vested based upon the extent to which Carnival Corporation & plc’s annual EBIT,January 2018 was as adjusted for 75% of year-over-year fuel price changes and 100% of Emission Control Areas-related fuel expense for each of fiscal 2013, 2014 and 2015 exceeded the base-line EBIT of $1,470,841,000 in the case of fiscal 2013, or actual EBIT for the immediately prior fiscal year, in the case of fiscal 2014 and 2015. Target vesting required a 6% annual increase in EBIT with 50% vesting for 4% growth and 150% vesting for 10% growth. The fiscal 2013, 2014 and 2015 annual adjusted EBIT growth payout percentages were averaged to obtain a final payout percentage. The actual vesting level was 120.04% of target. The final adjusted EBIT payout percentage was then subject to modification (+25% if in the first quartile against the fiscal 2013 peer group, 0% if in the second or third quartile, and -25% if in the fourth quartile). The actual result provides that no modification was made at the end of the three year performance cycle becausefollows: Named Executive Officer      MTE Target Value ($)               2017 Payout Percentage              MTE Grant Value ($)               Closing Price On Grant Date               RSUs Received (#)       Arnold W. Donald          1,500,000              x              145.9   %          =              2,188,500              ÷          $   68.52              =              31,939           Carnival plc Directors’ Remuneration Report – Part II          B-3 ANNEX B       performance fell within the second quartile of the peer group. Additional shares were provided to take into account dividend reinvestment during the period. Based on these performance measures, Mr. Arison received 17,798 shares and Mr. Donald received 54,834 shares.a target PBS grant of 51,020 shares in April 2017. The PBS grant made to Mr. Donald in fiscal 2017 is capable of vesting between zero to 200% of target based upon the extent to which operating income, as adjusted for certain fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2017-2019 performance cycle and the average of each annual return on invested capital (“ROIC”) result for the three-year performance cycle exceeds the specified performance goals. Under the terms of the grant, the operating income result is weighted 70% and ROIC result is weighted 30%. The operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).   In January 2017, the Compensation Committees also approved an SEA grant to Mr. Donald in the form of 35,000 target shares. The SEA grant is entirely performance-based and the ultimate value is contingent upon Carnival Corporation & plc’s absolute TSR as modified by our TSR rank relative to the 2017 Peer Group over the period of December 31, 2016 through December 31, 2019, which may be from zero to 600% of target. The Compensation Committees approved the long-term equity grants to Mr. Donald after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between Mr. Donald’s pay outcomes and Carnival Corporation & plc’s long-term performance. The 2015 PBS grant made to Mr. Donald in April 2015 reached the end of the performance period at the end of fiscal 2017 and will vest on February 13, 2018. Long-Term Incentive Compensation in Fiscal 20162018 (not audited)   Within the policy, a TBS award in the amount of $2,100,000 was made to Mr. Donald in January 2016 relating to his performance during 2015. The current expectation is that allAll long-term incentive compensation for fiscal 20162018 for Mr. Donald will continue to be 100% at risk and performance-based. It is anticipated that long-term incentive compensation awards in the amount of $3,500,000 will be made to Mr. Donald.   No TBS orThe PBS awardsgrant will be made to Mr. Arison in fiscal 2016.have a target value of $3 million and the MTE target grant will have a value of $1.5 million. The SEA grant will have a target of 35,000 shares.   The monetary amounts referred to for the MTE and PBS grants above are awardedmade as a number of shares using the share price at the date of grant. The SEA grant is made as a number of shares. As explained in Part I, grants are calculated by reference to the value of shares to facilitate external comparisons and also comparison to other forms of compensation.   PBS awardsand SEA grants to be grantedmade in fiscal 20162018 will be subject to performance conditions which the Compensation Committees approve as appropriate at the time the grants are made. The MTE grants will be subject topre-grant performance conditions tied to the Management Incentive Plan. The precise metrics for the PBS grants have not been finalized at the date of thisthe Carnival plc Directors’ Remuneration Report, but may be based on similar measures as the awards grantedgrants made in fiscal 2015,2017, which may include operating income EBIT,and ROIC, and TSR, with the precise performance measures, targets and maximums set shortly prior to making the grant of the awards.grant. These targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive until then)sensitive). B-4     Carnival plc Directors’ Remuneration Report – Part II ANNEX B No long-term incentive compensation will be made to Mr. Arison in fiscal 2018.   Benefits   Benefits in Fiscal 20152017 (audited)   The detailed benefits provided to Mr. Arison are described in the footnotes to the single figure table in Section 4.1“Single Figure Table” below. The detail of benefits provided to Mr. Donald areis set out in the All“All Other CompensationCompensation” table in the Executive Compensation“Executive Compensation” section of the Proxy Statement.   Benefits in Fiscal 2016 (unaudited)2018 (not audited)   Benefits provided in fiscal 20162018 are expected to be similar to those provided in fiscal 2015.2017.   Pensions   Pensions in Fiscal 20152017 (audited)   Details of the pension arrangementsentitlements that Mr. Arison participated in fiscal 20152017 are set out in Section 4.4“Total Pension Entitlements” section below. No changes to Mr. Arison’s arrangements are anticipated for fiscal 2016. B-4     Carnival plc Directors’ Remuneration Report – Part II ANNEX B   Mr. Donald participated in the Carnival Corporation Fun Ship Savings plan, a qualified 401(k) plan (the “401(k) Plan”) during fiscal 2015.2017. Under this plan, employee contributions are capped at the U.S. Internal Revenue Service (“IRS”) prescribed limits, (currently $17,500 per annum or up to $23,000 with catch-up contributions), with an employer matching contribution of up to 50% of this level possible after 12 months of employment)possible), all of which is subject to discrimination testing. Carnival Corporation also operates a profit sharing arrangement under which participants who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing contribution as additional cash compensation. This is currently set according to a prescribed scale as set out in the section relating to Pension Benefits“Pension Benefit in the Executive CompensationFiscal 2017” section of the Proxy Statement.   Pensions in Fiscal 2016 (unaudited)2018 (not audited)   No material changes to the arrangements as applied in fiscal 2015 are envisaged.anticipated for 2018.   Stock Ownership GuidelinesPolicy   Stock Ownership Policy (audited)   A description of the stock ownership policy applicable to Executive Directors is set out in Part I. Both Mr. Arison and Mr. Donald comply with the applicable levels.   Carnival plc Directors’ Remuneration Report – Part II      B-5 ANNEX B   Non-Executive Directors   Fees   Fees in Fiscal 20152017 (not audited)   As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal 2015, 2017,Non-Executive Directors were entitled to aan $110,000 annual retainer. For fiscal 2015,2017, the Senior Independent Director received an additional retainer of $25,000 per annum. In addition,Non-Executive Directors receive additional compensation for serving as ChairpersonChair of a Board Committee as set out in the “Director Compensation” section of the Proxy Statement.   Restricted Stock AwardsGrants in Fiscal 20152017 (audited)   EachNon-Executive Director elected orre-elected in April 20152017 received share awardsgrants worth approximately $160,000. The restricted shares vest on the third anniversary of the grant date, and are not forfeited if a Director ceases to be a Director after having served as a Director for at least one year.   Fees in Fiscal 20162018 (not audited)   No material changes to the arrangements as appliedare anticipated for 2018. Stock Ownership Policy Stock Ownership Policy (audited) A description of the stock ownership policy applicable toNon-Executive Directors is set out in fiscal 2015 are envisaged.Part I. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Ms. Deeble, who was appointed in 2016, and Mr. Cahilly, who was appointed during the year, each of theNon-Executive Directors serving in 2017 has already achieved this Board-mandated requirement.       2.2 Service Contracts (not audited) Because Directors, other than Mr. Donald, do not have formal agreements, it is not feasible to include a table with the unexpired terms. Mr. Donald’s terms are summarized in the Proxy Statement. As explained more fully in the Proxy Statement, Mr. Donald would generally receive an amount equal to one times his base salary and target bonus upon termination. Carnival plc Directors’ Remuneration Report – Part II     B-5 ANNEX BNon-Executive Non-Executive Directors are appointed under terms set out in a letter of appointment. They do not have service contracts and their appointments can be terminated (by the Boards) without any compensation on termination. However, they may retain their share awardsgrants (if they have already served for at least one year) and may receive a departing gift of up to $25,000 in value.   3.2.3 Implementation SectionCompensation Committees (not audited) 3.1 Compensation Committees The current membership of the Compensation Committees consistsduring the year consisted of three members who are deemed independent by the Boards of Directors: Randall J. Weisenburger (chairman)(Chair), Richard J. Glasier and Laura Weil. The members of the Compensation Committees are appointed by the Boards based on the recommendations of the Nominating & Governance Committees. Further details B-6     Carnival plc Directors’ Remuneration Report – Part II ANNEX B regarding the Compensation Committees (including the number of meetings of the Compensation Committees held in fiscal 20152017 and the attendance of the members at such meetings) can be found in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. Details of the Compensation Committees’ process for making compensation determinations, including the advice provided by internal colleagues and external advisers isadvisors are set out in Part I. As stated in Part I, Frederic W. Cook & Co., Inc. (together with its UK affiliated firm, FIT Remuneration Consultants LLP, which is a member of the Remuneration Consultants Group, the UK professional body, and complies with its code of conduct) were appointed by the Compensation Committees as their external advisors. The advisors were appointed following a tender process and are subject to an ongoing periodic review by the Compensation Committees of their independence and quality. They provide no other services to Carnival Corporation & plc and, accordingly, are considered independent by the Compensation Committees and to provide objective advice. Frederic W. Cook & Co., Inc. and FIT Remuneration Consultants LLP have each provided their written consent to the form and content of their references in the Carnival plc Directors’ Remuneration Report and the Proxy Statement. Fees paid to the Compensation Committees’ external advisersadvisors in fiscal 20152017 were $288,739,$335,120, such fees being charged on these firms’ standard terms of business for advice provided.     3.22.4 Shareholder Voting on Remuneration Matters (not audited) The Annual Meetings of Shareholders of Carnival Corporation and Carnival plc were held on April 14, 2015.5, 2017. The results of this are outlined in the table below.shareholder vote on remuneration matters were as follows:       For         Against         Withheld         Broker Non-Votes   Proposal   No. of Votes     %         No.  of Votes     %         No. of Votes         No. of Votes   To approve the fiscal 2014 compensation of the Named Executive Officers of Carnival Corporation & plc     547,733,726        86.5 %        85,519,983        13.5 %        11,961,605          19,882,490    To approve the Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy) for the year ended November 30, 2014     541,640,017        85.5 %        91,860,187        14.5 %        11,715,110          19,882,490    The votes on the various remuneration related resolutions, including on the remuneration policy, held at the 2014 Annual General Meeting were reported in last year’s Directors’ Report and are incorporated by reference into this Directors’ Report.      For              Against              Withheld               Broker Non-Votes      Proposal      No. of Votes        %              No. of Votes        %              No. of Votes               No. of Votes       To approve the fiscal 2016 compensation of the Named Executive Officers of Carnival Corporation & plc        525,165,383        89.03 %         64,711,892        10.97 %         1,681,980           26,261,748     To approve the Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Directors’ Remuneration Report) as set out in the annual report for the year ended November 30, 2016        524,218,820        88.89 %         65,529,493        11.11 %         1,834,168           26,261,748     To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2016        525,332,257        88.89 %         65,654,329        11.11 %         595,895           26,261,748   Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all constructive feedback received about executive compensation.   B-6   Carnival plc Directors’ Remuneration Report – Part II   B-7 ANNEX B   In April 2015,2017, shareholders approved our remuneration proposals. Following itstheir review of the 20152017 and prior voting results, the Compensation Committees decided that all compensation of Mr. Donald, other than base salary, pensions and benefits, will continue to be 100% at risk and performance-based. We continued to seek and incorporate shareholder feedback in our compensation deliberations. The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2016,2018, as well as other shareholder input, when reviewing executive compensation programs and policies.     3.32.5 Performance Graph and Table (not audited) Graphs representing TSR performance for both Carnival Corporation and Carnival plc have been included in the Carnival Corporation & plc 20152017 Annual Report withinin the section titled “Stock Performance Graphs” on pages 79 and 80, respectively.section. The LMCG Regulations require similar tables but comparing to only one recognized index. The tables below show a comparison to the S&P 500 index of which Carnival Corporation is a constituent (as a broad index) for a period from December 1, 2008 to November 30, 20152017 and have been calculated on a U.S. dollar basis.       B-8   Carnival plc Directors’ Remuneration Report – Part II   B-7 ANNEX B   The following table sets out, for the President and Chief Executive Officer, the total remuneration as seen in the single figure table,Single Figure Table, the bonus paid as a percentage of the maximum opportunity and the number of shares that have vested against the maximum number of shares that could have been received over a seven yearnine-year period.   Year   Name   Single Figure of  Total Remuneration ($000)   Annual Bonus as  a % of Maximum   PBS Award Vesting  as a % of Maximum(1)   Name       Single Figure of Total Remuneration ($000)     Annual Bonus as a % of Maximum     PBS Vesting as a % of     Maximum(1)   2017   Mr. Donald         11,351       73     81   2016   Mr. Donald         32,132   (2)     76     94   2015   Mr.Donald   $11,031   87%   80%   Mr. Donald         10,621       87     80   2014   Mr.Donald     $7,241   74%   N/A   Mr. Donald         7,241       74     N/A   2013   Mr.Donald(3)     $1,919   N/A(2)   N/A   Mr. Donald(3)         1,919       N/A(4)     N/A   2013   Mr.Arison(3)     $2,213   0%   0%   Mr. Arison(3)         2,213       0     0   2012   Mr.Arison     $6,196   29%   N/A   Mr. Arison         6,196       29     N/A   2011   Mr.Arison     $5,716   35%   N/A   Mr. Arison         5,716       35     N/A   2010   Mr.Arison     $7,590   53%   N/A   Mr. Arison         7,590       53     N/A   2009   Mr.Arison     $9,769   44%   N/A   Mr. Arison         9,769       44     N/A     (1) The reference to long-term incentive vesting only includes PBS awardsgrants because TBS awardsgrants do not have a variable vesting level. (2) The 2016 single figure has been updated to reflect the actual share price on the vesting date of the 2014 PBS grant. (3) The fiscal 2013 figures have beenpro-rated for each individual to reflect the period in office as a Chief Executive Officer. (4) The annual performance bonus for Mr. Donald is not applicable because for fiscal 2013, he received a fixed bonus amount as provided for in his employment agreement. (3) The fiscal 2013 figures have been pro-rated for each to reflect the period in office as a Chief Executive Officer.     3.42.6 Percentage Change in Pay of Chief Executive Officer Fiscal 20142016 to Fiscal 20152017 (not audited) The prescribed pay elements are: salaries, taxable benefits and annual bonus outcomes. UK staff were selected and retained for the purposes of this comparison as it is a requirement of the LMCG Regulations so the Compensation Committees considered it logical to provide comparison for that jurisdiction. The percentages for UK staff have been calculated using a full timefull-time equivalent weighted-average number of UK staff for each year.       Change in Salary (%)   Change in Benefits (%)   Change in Annual Bonus (%)   Change in Total (%) CEO       0 %       (22.0 %)       18.1 %       12.4 % Staff       2.5 %       2.9 %       11.6 %       3.3 %       Change in Salary (%)       Change in Benefits (%)     Change in Annual Bonus (%)       Change in Total    (%)        Chief Executive Officer           50.0             43.8             8.3             17.8          Staff(1)           4.8             13.6             19.6             6.6     (1) For fiscal 2017 comparison to fiscal 2016, the methodology for calculating Staff average percentage change has been updated to include an additional bonus component.   B-8   Carnival plc Directors’ Remuneration Report – Part II   B-9 ANNEX B       3.52.7 Relative Importance of Spend on Pay (not audited)     (1) Profit distributed by way of dividend taken as dividends declared set out in the Consolidated Statements of Shareholders’ Equity in the Carnival Corporation & plc 2017 joint Annual Report on Form10-K. (2) Profit distributed by way of share buyback returned to shareholders as purchases of treasury stock, inclusive of stock swap benefits, in the Consolidated Statements of Shareholders’ Equity. (3) Overall expenditure on pay has been calculated on a broadly consistent approach to the standard UK approach to calculating this amount and includes all global staff using normal accounting conventions for benefits and includes expected value assumptions in respect of share awardsgrants and so is not consistent with methodologies used elsewhere in this Part II.   4. Implementation Section (audited) 4.12.8 Single Figure Table (audited) Executive Directors The compensation of the Executive Directors of Carnival Corporation and Carnival plc for fiscal 20152017 is as follows.follows:           Salary            Benefits(1)      Annual      Bonus(2)         TBS      Award(3)        PBS      Award(4)             Pension               Total             Salary     Benefits(1)     Annual Bonus(2)     Annual Equity Grants(3)     Special PBS Grant     Pension     Total     $000   2015   2014   2015   2014   2015   2014   2015   2014   2015   2014   2015   2014   2015   2014     2017     2016     2017     2016     2017     2016     2017     2016     2017     2016     2017     2016     2017     2016     Arnold W. Donald     1,000        1,000          227        291          4,619        3,911          2,375        2,039          2,810        -          -        -          11,031        7,241          1,500             1,000             347             242             4,377             4,041             5,127             6,285             -             20,564             -             -             11,351             32,132       Micky Arison     1,000        1,000          210        320          -        -          -        2,550          912        1,211          24        -          2,146        5,081          1,000             1,000             110             97             -             -             -             -             -             -             -             47             1,110             1,144         (1) Details of the matters for Mr. Donald provided within Benefits are disclosed in (and taken from) the All“All Other CompensationCompensation” table in the Executive Compensation“Executive Compensation” section of the Proxy Statement. Benefits provided to Mr. Arison include ($000): private medical health insurance costs ($31)53), driver and security ($29)21), personal use of the company Aircraft ($127)12), automobile lease ($13) and the following other benefits: accidental death or dismemberment insurance premiums, disability insurance premiums, life insurance premiums, automobile lease, automobile repairs and expenses and the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares ($23)12). Consistent with past practice, benefits reflect the position under U.S. rules as no UK tax is payable. (2) Details of the performance measures and targets applicable to the annual bonus for fiscal 20152017 are set out in Section 2.1“Implementation of Approved Policy” section above and in Part I of thisthe Carnival plc Directors’ Remuneration Report. No element of the annual bonus is subject to deferral. B-10     Carnival plc Directors’ Remuneration Report – Part II ANNEX B (3) Annual equity grants are comprised of PBS, TBS figures areand MTE grants. The 2017 amount includes the value of the awards granted2015 PBS grant for which the performance period ended on November 30, 2017 and additional shares will be provided to take into account dividend reinvestment during the yearperiod. All grant values were calculated using the average share price over the last three months of the fiscal yearyear. Annual equity grants for 2016 have been updated to include the release date values and include dividends actually receiveddividend reinvestment in respect of awards in the year. Dividends are paid on unvested Carnival Corporation TBS awards as they arise and have been included in these figures. Carnival plc Directors’ Remuneration Report – Part II     B-9 ANNEX B (4) The 2015 PBS figures include the value of the 2013 PBS grant for which the performance period ended on November 30, 2015. The 2014 PBS figure includes the value of the portions of the 2012 and 2013 PBS grants released due to Mr. Arison reaching retirement age pursuant to the terms of the associated PBS agreements.grant. During fiscal 2015,2017, Mr. Donald served as aNon-Executive Director of companies outside the Carnival Corporation & plc group, for which he earned cash fees totalling $187,000,totaling $180,267, which he retained. Non-Executive Directors The compensation of theNon-Executive Directors of Carnival Corporation and Carnival plc for fiscal 20152017 is as follows. The format is different from the preceding table for Executive Directors as certain aspects (such as bonus and pension) do not apply toNon-Executive Directors.            Fees                 Benefits(1)         Restricted Stock/       RSUs(2)                   Total                 Fees                   Benefits(1)             Restricted Stock/       RSUs(2)                      Total          $000    2015    2014      2015    2014      2015    2014      2015    2014    2017      2016          2017      2016          2017      2016         2017     2016   Sir Jonathon Band    112    85      11    16      176    129      299    230          110              110                8              11                182              153             300           274     Jason Glen Cahilly          28              N/A                -              N/A                -              N/A             28           N/A     Helen Deeble          110              28                1              -                182              -             293           28     Richard J. Glasier    144    143      2    11      176    129      322    283          140              140                6              3                182              153             328           296     Debra Kelly-Ennis    112    83      -    9      190    126      302    221          110              110                11              4                182              153             303           267     Sir John Parker    142    114      6    4      176    129      324    247          140              140                1              4                182              153             323           297     Stuart Subotnick    154    129      -    5      176    129      330    263          138              150                -              -                182              153             320           303     Laura Weil    114    113      -    -      176    129      290    242          110              110                -              -                182              153             292           263     Randall J. Weisenburger    144    140      7    5      176    129      327    274          153              140                3              -                182              153             338           293       (1) Details of the matters provided within Benefits are disclosed in and taken from the Director Compensation“Director Compensation” section of the Proxy Statement. Consistent with past practice, benefits reflect the position under U.S. tax rules. (2) Restricted stock awards may begrants are structured as restricted stock (in which case(with dividends are paid as they arise) or restricted stock units (in which case dividends are rolled-up to vesting) at the election of the director.Director. The reported figures are the value of the awards grantedgrants made during the year using the average share price over the last three months of the fiscal year and include dividends actually received in respect of those awardsgrants in the year. The aggregate emoluments (being salary, bonuses, fees and benefits, and excluding long-term incentives and pensions) of all Directors during fiscal 20152017 was approximately $9.25$8.4 million.   B-10   Carnival plc Directors’ Remuneration Report – Part II   B-11 ANNEX B       4.22.9 Share Plan AwardsGrants Made to Directors in Fiscal 20152017 (audited) The LMCG Regulations require disclosure of awardsgrants made in the year plus a table of aggregate outstanding awards, separately detailing awardsgrants that vest or are exercised in the year. The latter information is included in Section 4.3“Directors’ Shareholding and Share Interests” section below.   Share Plan Awards Made to Directors During Fiscal 2015 Director   Grant Date   Plan(1)   No. of Shares   Face Value(2) ($)   Threshold Vesting Level %   Vesting Level % at Maximum Performance(3)   Anticipated Vesting Date   Grant Date     Plan(1)     No. of Shares     Face Value(2) ($)     Threshold Vesting Level (%)     Vesting Level at Maximum Performance(3) (%)     Anticipated Vesting Date   Micky Arison   N/A   N/A     N/A        N/A      N/A   N/A   N/A   N/A     N/A         N/A           N/A       N/A     N/A     N/A   Arnold W. Donald   1/12/2015   TBS     45,366        2,099,992      N/A   100%   1/12/2018   1/17/2017   MTE   30,161   1,601,247   N/A   N/A   1/17/2020   4/14/2015   PBS     29,479        1,399,958      50%   200%   4/14/2018   1/17/2017   SEA   35,000   1,858,150   50   600   2/15/2020   4/5/2017     PBS         51,020           2,999,976       50     200     2/15/2020   Sir Jonathon Band   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Jason Glen Cahilly   N/A     N/A         N/A           N/A       N/A     N/A     N/A   Helen Deeble   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Richard J. Glasier   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Debra Kelly-Ennis   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Sir John Parker   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Stuart Subotnick   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Laura Weil   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020   Randall J. Weisenburger   4/14/2015   Restricted Stock     3,369        159,994      N/A   100%   4/14/2018   4/6/2017     Restricted Stock         2,709           159,994       N/A     100     4/6/2020     (1) The terms of TBSMTE, SEA and PBS awardedgrants to one Executive Director and the terms of restricted stock awardedgrants toNon-Executive Directors and the basis on which these awardsgrants are made are summarized in the table above are described in the “Director Compensation” and “Executive Compensation” sections of the Proxy Statement. (2) Face values for all grants are calculated using the closing share prices at the relevant grant dates being: $46.29$53.09 at January 12, 2015 and $47.4917, 2017, $58.80 at April 14, 2015.5, 2017 and $59.06 at April 6, 2017. (3) OnlyMTE grants have onlypre-grant performance measures. SEA and PBS awardsgrants have post-grant performance measures. These are described in Part I of thisthe Carnival plc Directors’ Remuneration Report. Consistent with U.S. practice, these have been included at their target values. To comply with the LMCG Regulations, a column for the maximum percentage (before dividend accrual) has been included and the UK face values should be taken as the reported figure multiplied by those percentages. Similarly, the threshold percentages are expressed as a percentage of target rather than maximum. The performance period for the April 2015SEA grants is December 31, 2016-December 31, 2019 and the performance period for the PBS grants is fiscal 2015, 20162017, 2018 and 2017.2019.     4.32.10 Directors’ Shareholding and Share Interests (audited) Details of Carnival Corporation & plc’s stock ownership requirements for Executive Directors are set out in Part I. Mr. Arison and Mr. Donald comply with the policy, which require each of them to own Carnival Corporation or Carnival plc shares with a value equivalent to fivesix times his salary. The stock ownership policy forNon-Executive Directors provides that allNon-Executive Directors are required to own shares (inclusive of unvested restricted stock, RSUs and shares in a trust beneficially owned by the Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to four times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. EachOther than Ms. Deeble, who was appointed during in 2016, and Mr. Cahilly, who was appointed during the year, each of theNon-Executive Directors has already achieved this Board-mandated requirement.   B-12   Carnival plc Directors’ Remuneration Report – Part II   B-11 ANNEX B   The following table shows the total outstanding (plus those exercised during the year) shares under any incentive plans.   Total Share Plan Interests as at November 30, 2015 (or date of cessation, if earlier)      Share Options   Shares (including Restricted Stock and RSUs)   Shares (including Restricted  Shares and RSUs)   Executive Director   No. of Securities Underlying Unexercised Options - Exercisable   No. of Securities Underlying Unexercised Options Unexercisable   No. of  Shares Acquired on Option Exercise   TBS  Awards That Have Not Vested   PBS  Awards That Have Not Vested   No. of  Shares Acquired on Vesting   Grants Without Performance Conditions That Have Not Vested     Grants With Performance Conditions That Have Not Vested     No. of Shares    Acquired on Vesting   Micky Arison     -       -       -       132,985       17,798       86,775         -           -           63,242     Arnold W. Donald     5,000       -       5,000       99,555       216,084       3,840         114,459           162,906   (1)         342,700     Non-Executive Director     Sir Jonathon Band     -       -       -       10,195       N/A       3,840         9,180           N/A           3,215     Jason Glen Cahilly       -           N/A           -     Helen Deeble       2,709           N/A           -     Richard J. Glasier     10,000       -       10,000       10,195       N/A       3,840         9,180           N/A           3,215     Debra Kelly-Ennis(1)     -       -       -       10,195       N/A       4,120         9,180           N/A           3.215     Sir John Parker     -       -       -       10,195       N/A       3,840         9,180           N/A           3,215     Stuart Subotnick     -       -       -       10,195       N/A       3,840         9,180           N/A           3,215     Laura Weil     -       -       -       10,195       N/A       3,840         9,180           N/A           3,215     Randall J. Weisenburger     -       -       -       10,195       N/A       3,840         9,180           N/A           3,215       (1) Ms. Kelly-Ennis’ awards priorAdditional shares will be provided for the 2015 PBS grant to fiscal 2014 are intake into account dividend reinvestment during the form of restricted stock units so the dividends are added to the initial shares granted upon vesting. Other Executive Directors and Non-Executive Directors (including Ms. Kelly-Ennis for fiscal 2014 and after) received TBS awards in the form of restricted stock so dividends were paid on outstanding awards.period. The aggregate gain on the exercise of share options and on other shares that vested during fiscal 2015 were $74,900 and $5,239,220, respectively. These values are2017 was $26,400,603, based on the closing pricesprice of Carnival Corporation common stock and Carnival plc ordinary shares on the respective exercise or vesting dates of the shares. All Directors receive Carnival Corporation common stock, which are denominated in U.S. dollars. Details of the Directors’ interests are as follows*:      Carnival plc   Carnival Corporation    Carnival plc     Carnival Corporation   Directors    Dec. 1,  2014   Nov. 30,  2015   Dec. 1,  2014 **    Nov. 30,  2015 **      Dec. 1, 2016       Nov. 30, 2017       Dec. 1, 2016 **      Nov. 30, 2017 **    Micky Arison(1)        —       —       138,271,621          126,123,090            -           -           126,136,034              126,136,034     Sir Jonathon Band        —       —       17,110          20,669            -           -           24,111              20,833     Jason Glen Cahilly(2)          -           -           -              -     Helen Deeble          -           -           -              2,709     Arnold W. Donald        —       —       74,396          119,879 (3)          -           -           532,340              487,157   (4)   Richard J. Glasier        —       —       25,281          24,686            -           -           27,815              24,525     Debra Kelly-Ennis        —       —       3,215          10,811            -           -           18,104              21,234     Sir John Parker        10,004 (2)     10,004 (2)     32,747          36,524            10,004   (3)         10,004   (3)         39,927              22,915     Stuart Subotnick        —       —       33,252          37,262            -           -           40,762              43,713     Laura Weil        —       —       30,048          33,736            -           -           37,337              40,600     Randall J. Weisenburger        —       —       83,472          87,413            -           -           91,312              94,845       * For consistency with Part I, the above table includes restricted stock (but not RSUs) held. ** As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of common stock of Carnival Corporation. Under a pairing agreement, the trust shares are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on aone-for-one basis. In addition, under the pairing agreement, when B-12     Carnival plc Directors’ Remuneration Report – Part II ANNEX B a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock Carnival plc Directors’ Remuneration Report – Part II      B-13 ANNEX B and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares. (1) As of November 30, 2015,2017, includes (i) 3,238,2103,251,154 shares of common stock held by the Nickel 2003 Revocable Trust, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P., (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison, (iv) 841,506 shares of common stock held by the NA 2008 Trust and (v) 841,506 shares held by the KA 2008 Trust. (2) Mr. Cahilly was appointed in July 2017. (3) Includes 7,000 shares owned by GHM Trustees Limited,Barclays Wealth on behalf of Barnett Waddingham, the trustee of Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme of which Sir John Parker is a discretionary beneficiary. (3)(4) Includes 1,807371,585 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98. The following changes in the above share interests occurred between December 1, 20152017 and January 20, 2016:18, 2018:      Carnival plc    Carnival Corporation    Carnival plc      Carnival Corporation   Directors    Jan. 20,  2016    Dec. 1,  2015    Jan. 20,  2016    Dec. 1,  2015      Jan. 18, 2018        Dec. 1, 2017        Jan. 18, 2018        Dec. 1, 2017     Sir Jonathon Band        —          —          20,730          20,669            -              -              17,071              20,833     Arnold W. Donald        —          —          157,045          119,879            -              -              483,875              487,157     Debra Kelly-Ennis        —          —          10,868          10,811            -              -              21,356              21,234     Sir John Parker        —          —          36,586          36,524            -              -              22,981              22,915     Stuart Subotnick        —          —          37,441          37,262            -              -              43,778              43,713     Laura Weil        —          —          33,831          33,736            -              -              40,761              40,600     Randall J. Weisenburger        —          —          87,574          87,413            -              -              95,080              94,845         4.42.11 Total Pension Entitlements (audited) Details of the retirement benefits of current Directors arising from their participation in defined benefit pension arrangements are as followsfollows:   Executive Director   Accrued Benefit(1) at Nov. 30, 2015 $000   Increase/(Decrease) in Accrued Benefits Including Inflation $000   Value of Increase/(Decrease) in Accrued Benefits Net of Inflation and Directors’ Contributions $000   Accrued Benefit(1) at Nov. 30, 2017 $000     Increase/(Decrease) in Accrued Benefits Including Inflation $000     Value of Increase/(Decrease)    in Accrued Benefits    Net of Inflation and Directors’ Contributions $000   Micky Arison   145   1   24   144         (1   )     (82)   Arnold Donald   --   --   -- Arnold W. Donald       -         -           -     (1) The accrued benefit is that pension which would be paid annually on retirement at the normal retirement age of 65 under the various defined benefit plansRetirement Plan described in Part I of the Carnival plc Directors’ Remuneration Report in the Proxy Statement based on service to November 30, 2015.2017. Current Directors are not entitled to any early retirement benefits.     4.52.12 Payments for Loss of Office (audited) No payments for loss of office (as that term is defined in the LMGC Regulations) were made during the year. On Behalf of the Board Randall J. Weisenburger Chair of the Compensation CommitteeCommittees February 19, 2016January 29, 2018   B-14   Carnival plc Directors’ Remuneration Report – Part II ANNEX C     B-13 ANNEX C   CARNIVAL PLC CORPORATE GOVERNANCE REPORT   Corporate Governance Carnival Corporation and Carnival plc (together referred to as “Carnival Corporation & plc”) operate under a dual listed company (“DLC”) arrangement with primary listings in the U.S. and the UK. Accordingly, Carnival Corporation & plc has implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. Where there are customs or practices that differ between the two countries, Carnival Corporation & plc has nonetheless sought to be compliant with UK best practices whenever possible. Carnival Corporation & plc believes that itstheir resulting corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK. Corporate Governance Guidelines Carnival Corporation & plc has adopted corporate governance guidelines (the “Guidelines”) that set forth the general governance principles approved by the Boards of Directors. These principlesThe Guidelines are available on Carnival Corporation & plc’s website and are summarized as follows:   A majority of the members of each of the Boards must be independent in accordance with the corporate governance rules applicable to companies listed on the New York Stock Exchange and the London Stock Exchange. The Boards will each have at all times an Audit Committee, a Compensation Committee, a Health, Environmental, Safety & Security (“HESS”) Committee and a Nominating & Governance Committee (collectively, the “Committees”). All the members of the Committees will be independent Directors under the criteria applicable to companies listed on the New York Stock Exchange, the London Stock Exchange and any other applicable regulatory requirements. Each Committee has its own written charter, which principally sets forth the purposes, goals and responsibilities of the Committees. The Nominating & Governance Committees will review with the Boards, on an annual basis, the requisite skills and characteristics of new Board members, as well as the composition of the Boards as a whole. The Nominating & Governance Committees will assess and recommend Board candidates for appointment as Directors. The responsibilities of the Directors are laid out in the Guidelines and cover matters such as the Directors’ duties to Carnival Corporation & plc and its shareholders, attendance at meetings and the annual review of Carnival Corporation & plc’s long-term strategic plans and the principal issues that Carnival Corporation & plc may face in the future. TheNon-Executive Directors shall appoint a Senior Independent Director to preside at meetings of theNon-Executive Directors and at Board meetings in the absence of the Chairman, and to serve as the principal liaison forNon-Executive Directors. Directors have free and full access to officers and employees of Carnival Corporation & plc, to the advice and services of the Company Secretary to the Boards and to independent professional advice at the expense of Carnival Corporation & plc. The Compensation Committees will recommend the form and amount of Director and senior executive compensation in accordance with the policies and principles set forth in itstheir charter and conduct an annual review thereof. In particular, the Compensation Committees will annually review the compensation of the Chief Executive Officer (“CEO”) and his performance to enable the CEOChief Executive Officer to provide strong leadership for Carnival Corporation & plc in the short andlong-term.   Carnival plc Corporate Governance Report         C-1 ANNEX C   The Boards and the Nominating & Governance Committees are responsible for CEOChief Executive Officer and board succession planning. The Nominating & Governance Committees will maintain orientation programs for new Directors and continuing education programs for all Directors. The Boards will conduct an annual performance evaluation to determine whether they, their Committees and individual Directors are functioning effectively. TheNon-Executive Directors will meet at least annually under the direction of the Senior Independent Director to conduct an appraisal of the Chairman’s performance. All shareholders may communicate with the Boards by addressing all communications to the Company Secretary, who must forward any item requiring immediate attention to the Senior Independent Director, who must in turn notify the Boards of any matters for discussion or action as appropriate. Carnival Corporation & plc monitors governance developments in the U.S. and the UK to support a vigorous and effective corporate governance framework. Set out below is a statement of how Carnival Corporation & plc has applied the main principles of the UK Corporate Governance Code (formerly known as the Combined Code) published by the UK Financial Reporting Council in September 2014April 2016 (the “Corporate Governance Code”) during the year ended November 30, 2015.2017. A copy of the Corporate Governance Code is available on the website of the UK Financial Reporting Council at www.frc.org.uk. The requirements of rule 7.2.6R of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook can be found in the Carnival plc Directors’ Report inattached as Annex A ofto the Proxy Statement. Board Composition Each of the Boards of Directors is currently comprised of nine11 members, of which two are Executive Directors and sevennine areNon-Executive Directors. EachExcept for Jason Glen Cahilly, who was appointed to the Boards in July 2017, each member of the Boards has served for the full year. All Directors are required to submit themselves for annualre-election. The biographical details of the members of the Boards standing for election orre-election and their qualifications to serve as Board and Committee members are contained in the Proxy Statement. All Directors serving during the year ended November 30, 2015elected in 2016 have been subject to a formal performance evaluation during the year, as described below. As of the date of this report, 22%Carnival plc Corporate Governance Report, 27% of the members of the Boards are women (being twothree of nine11 members). The Boards have expressed their intent to fill the next Board vacancy with a female candidate, where skill set and experience for the vacancy can be met to achieve a target of 25% female Board members. The Boards expect to achieve this target in 2016. Board Balance and Independence As part of the Boards’ annual independence assessment, each Director was required to complete an independence questionnaire. All questionnaires were reviewed and assessed by the full Board. Following this review, all of the sevennine nominees for election orre-election asNon-Executive Directors are considered by the Boards to be independent in accordance with the corporate governance rules of the New York Stock Exchange and the London Stock Exchange. Richard J. Glasier, Sir John Parker, and Stuart Subotnick and Laura Weil have beenNon-Executive Directors for more than nine years from the date of their first election to the Boards. However, notwithstanding this fact, the Boards have determined that each of those Directors is independent for the reasons set forth below. Consistent with U.S. practice, the Boards believe that length of tenure should be only one of the factors considered with respect to the independence of Directors and, accordingly, that tenure alone should not result in the loss of independence. The Boards believe that automatic loss of independence status for Directors due to tenure would effectively operate as a term limit for independent Directors and result C-2     Carnival plc Corporate Governance Report ANNEX C in the loss of the valuable contributions of Directors who have been able to develop, over time, C-2     Carnival plc Corporate Governance Report ANNEX C increasing insight into Carnival Corporation & plc and its operations. The Boards prefer to rely on rigorous annual evaluations of individual Directors to review their objectivity and independence, as well as their overall effectiveness as Directors. All Directors are also subject to annualre-election by shareholders following individual evaluations and recommendations by the Nominating & Governance Committees. Directors’ Indemnities As at the date of this report,Carnival plc Corporate Governance Report, indemnities are in force under which Carnival Corporation & plc havehas agreed to indemnify the Directors of Carnival Corporation & plc, to the extent permitted by law and the Third Amended and Restated Articles of Incorporation of Carnival Corporation and the Articles of Association of Carnival plc, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of Carnival plc. Carnival Corporation & plc maintains insurance to indemnify the Directors when it is unable to do so due to insolvency or as a result of a derivative suit. Board Procedures and Responsibilities Meetings of the Boards are held on a regular basis to enable the Boards to properly discharge their responsibilities. During the year ended November 30, 2015,2017, the Board of Directors of Carnival plc held a total of sixseven meetings. All Board meetings during the year were attended by the full Board.Board except Mr. Cahilly, who attended the two meetings held following his appointment to the Boards. In addition, theNon-Executive Directors meet periodically during the year with the Chairman of the Boards with no other Executive Directors present. The agenda for each Board meeting and meeting schedules are prepared by the Chairman and reviewed and approved by Stuart Subotnick, the Senior Independent Director, to enable the flow of relevant information to the Boards. Each Board member is entitled to suggest the inclusion of items on the agenda and to raise at any Board meetings subjects that are not on the agenda for that meeting. In 2006, the Boards created a program to provide Directors with direct knowledge and contact with our operating groups and their respective management teams. Each year, the Senior Independent Director assigns Directors to one of the four teams (“Director Teams”) designated for our operating groups. Each Director Team meets with senior management of their assigned operating group at its headquarters for intensive operational and strategy meetings and to tour local facilities. The Directors are rotated among the Director Teams annually to ensure exposure to all of the operating units. Non-Executive Directors are required to allocate sufficient time to meet the expectations of their role. The consent of the Chairman and the Senior Independent Director must be sought before accepting additional directorships that might affect the time aNon-Executive Director of Carnival Corporation & plc is able to devote to that role. The Boards have resolved that Executive Directors may not serve as aNon-Executive Board member on more than one FTSE 100 or Fortune 100 company nor as the ChairpersonChair of such a company. Board Structures and Delegation to Management The basic responsibility of the Directors is to exercise their business judgment in the way they consider, in good faith, would be most likely to promote the success of Carnival Corporation & plc and for the benefit of the shareholders as a whole. Further details of the responsibilities of the Directors are set out in the Guidelines. The Boards have a formal schedule of matters specifically reserved to them for decision, which includes the approval of of: annual, interim and quarterly results and financial statements, dividends, statements; Carnival plc Corporate Governance Report     C-3 ANNEX C dividends; significant changes in accounting policy, policy; material acquisitions and disposals, disposals; material agreements, agreements; major capital expenditures, expenditures; annual operating plans, plans; strategic plans, plans; treasury policy, policy; risk management policy, policy; material changes to employee incentive plans as well as approval of share awards or other share-related benefits,benefits; and health, environmental, safety, security and sustainability policies. Details of the Committees of the Boards are set out in the section below. In addition, any matters reserved for the Boards that arise between formal Board meetings that need to be resolved are delegated to an Executive Committee, comprising two Executive Directors and aNon-Executive Carnival plc Corporate Governance Report     C-3 ANNEX C Director. Any resolutions made by the Executive Committee are presented for ratification by the Board of Directors at the next Board meeting. The strategic management and direction of, and significant commercial decisions in relation to, global operations of Carnival Corporation & plc, except to the extent reserved to the full Boards under their schedule of reserved matters, is delegated by the Boards to the Boards of subsidiary companies within the group and to management committees of the Boards, which in turn delegate to local management as appropriate. Committees of the Boards The following Committees have operated throughout the year. Each Committee has a written charter, copies of which can be found on Carnival Corporation & plc’s website at www.carnivalcorp.com or www.carnivalplc.com. Audit Committees TheUntil July 18, 2017, the Audit Committees of the Boards are comprised of the following four independentNon-Executive Directors: Richard J. Glasier (chairman)(Chair), Stuart Subotnick, Laura Weil and Randall J. Weisenburger. On July 18, 2017, Jason Glen Cahilly joined the Audit Committees. As a result, the Audit Committees are currently comprised of five independentNon-Executive Directors. The Board of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the Corporate Governance Code.Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate. The qualifications of each member of the Audit Committees are contained in the Proxy Statement. TheDuring the year, 14 meetings of the Carnival plc Audit Committees are typically scheduledCommittee were held, which were attended by all members, except for Mr. Cahilly who attended all five meetings held following his appointment to meet at least 13 times a year and at other times if required, with a minimum of four meetings per year as required by the Audit Committees’ charter.Committees. The Chief Financial Officer theand Chief Accounting Officer, the General Counsel and the Chief Audit Officer, who is responsible for the internal audit function and enterprise risk management facilitation within Carnival Corporation & plc, and representatives from the external auditors normally attend meetings at the invitation of the Audit Committees. During the year, 14 meetings of the Carnival plc Audit Committee were held, which were attended by all members. The main role and responsibilities of the Audit Committees are to review review: the principal risks or exposures of Carnival Corporation & plc (other than health, environmental, safety, security and sustainability matters), ; C-4     Carnival plc Corporate Governance Report ANNEX C the adequacy of internal controls, controls; the quarterly, interim and annual consolidated financial statements, statements; the viability and going concern statements; any formal announcements relating to the Carnival Corporation & plc’s financial performance, performance; and the appointment, replacement, reassignment or dismissal of the Chief Audit Officer, to Officer. In addition, our Audit Committees: liaise with, appoint and assess the effectiveness and independence of, the external auditors, assistingauditors; assist the Boards, if so requested, in ensuring that the annual report and accounts of Carnival plc, taken as a whole, is fair and balanced and understandable and provides the information necessary for shareholders of Carnival plc to assess Carnival plc’s position and performance, business model and strategy and to strategy; review compliance with the Carnival Corporation & plc Code of Business Conduct and Ethics. The Audit Committees have establishedEthics; and establish and monitor the procedures for receipt of employee complaints regarding any alleged fraud or violations of law. In fulfilling their responsibilities during the year, the Audit Committees have, among other things:   Reviewedreviewed the quarterly and annual financial results of Carnival Corporation & plc, including accounting matters and key factors affecting financial results and future forecasts; Reviewedreviewed financial statements and related disclosures, and other proposed filings with the U.S. Securities and Exchange Commission (“SEC”) and draft earnings press releases of Carnival Corporation & plc; Reviewedreviewed the form and content of the annual reports and accounts, including the Strategic Report (including the going concern confirmation, the viability statement, the assessment of internal controlcontrols and risk assessment,principal risks, and the annual risk management and/or mitigation of principal risks), financial statements and Directors’ Report, to be presented to shareholders of Carnival plc at the year end; C-4     Carnival plc Corporate Governance Report ANNEX C financial statements and Directors’ Report, to be presented to shareholders of Carnival plc at the half year and at the year end; Confirmed completionreviewed the form and content of the half year reports (including the going concern confirmation); approved, together with the Boards of Directors, the viability and going concern statements; confirmed receipt of certification letters, disclosure controls and procedure checklists and loss contingency memos from all reporting units; Receivedreceived briefings on Carnival Corporation & plc’s Sarbanes-Oxley 404 compliance program; Reviewedreviewed reporting from the independent auditors concerning the audit work performed, identified internal control deficiencies and accounting issues, and all relationships between the independent auditors and Carnival Corporation & plc; Reviewedreviewed and approved fees for audit andnon-audit related services provided by Carnival Corporation & plc’s independent auditors; Receivedreceived and reviewed various reports from the independent auditors regarding the planning, status, execution and conclusions of their work; Receivedreceived reporting, as well as quarterly briefings, from the Carnival Corporation & plc internal audit department called Risk Advisory & Assurance Services (“RAAS”) Department concerning results from their internal auditing work. Reporting includedaudit work and assigned investigations, including significant findings, any identified internal control deficiencies and management plans for remedial action; Reviewedreviewed reports of RAAS regarding the RAAS Department issued underresults of its independent internal investigations of alleged impropriety as assigned by the Carnival Corporation & plc’s enterprise risk management program, as well as theGeneral Counsel; reviewed RAAS’s company-wide audit risk assessment, historical audit coverage and audit plan for the upcoming year; Reviewedreviewed reports of the RAAS Department concerning progress against their audit plan, department staffing and professional qualifications, and the status of management action plans for previously identified action steps; Carnival plc Corporate Governance Report     C-5 ReviewedANNEX C reviewed reports of the Global Information Technology Department regarding data security, including cybersecurity;cybersecurity and privacy; and Reviewedreviewed the status of complaints received through Carnival Corporation & plc’s third-party administered hotline and other channels; and Reviewed and approved certain swap transactions that are exempt from the clearing requirements under the Commodity Exchange Act, as amended, and reviewed our policies governing the use of such swaps.channels. Compensation Committees The Compensation Committees of the Boards are comprised of the following three independentNon-Executive Directors: Randall J. Weisenburger (chairman)(Chair), Richard J. Glasier and Laura Weil. TheDuring the year, four meetings of the Carnival plc Compensation Committees are scheduled to meet at least four times a year and at other times if required.were held, which were attended by all members. Executive Directors are invited to attend for appropriate items, but are excluded when their own performance and remuneration are being discussed and determined. During the year, four meetings of the Carnival plc Compensation Committees were held, which were attended by all members. The Compensation Committees also acted on one occasion by unanimous written consent. The Compensation Committees are responsible for the the: evaluation and approval of the Director and officer compensation plans, policies and programs of Carnival Corporation & plc. They annuallyprograms; annual review and approveapproval of the corporate goals and objectives relevant to the CEO’s compensationChief Executive Officer’s compensation; determination and determine and approve the CEO’s compensation. They also annually determine and approveapproval of the compensation of allthe Chief Executive Officer, the other Executive Directors and other senior officersofficers; and make recommendations to the Boards with respect to the compensation of theNon-Executive Directors. The Compensation Committees are empowered to retain compensation consultants of their choice to be used to assist in the evaluation of compensation issues. Carnival plc Corporate Governance Report     C-5 ANNEX C HESS Committees Until November 31, 2017, Sir John Parker served as Chair of the HESS Committees. Effective December 1, 2017, Sir Jonathon Band was appointed Chair. The HESS Committees of the Boards are comprised of the following threefour independentNon-Executive Directors: Sir John Parker (chairman), Sir Jonathon Band, Helen Deeble, Debra Kelly-Ennis and Debra Kelly-Ennis.Sir John Parker. The HESS Committees are scheduled to meet at least four times per year as required by the HESS Committees’ charter, and meet at other times if required. During the year, four meetings of the Carnival plc HESS Committee were held, which were attended by all members. The CEOChief Executive Officer and the Chief Executive Officers of our cruise brands also attend meetings of the HESS Committees. The principal function of the HESS Committees is to assist the Boards in fulfilling their responsibility to to: supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability policies, programs, initiatives at sea and ashore,ashore; and compliance comply with legal and regulatory requirements relating to health, environmental, safety, security and sustainability. The HESS Committees receive quarterly reporting regarding: the status of Carnival Corporation & plc’s Environmental Compliance Plan, from the Carnival Corporation & plc Maritime Policy and Analysis Department regarding Department; and the status of Carnival Corporation & plc’s Environmental Compliance Plan and from the RAAS Department regarding the vesselHESS auditing program, which includes all of our vessels, as well as any instances ofnon-compliance and planned remedial action.action, focused HESS reviews and significant HESS incident investigations from RAAS. Nominating & Governance Committees TheUntil January 16, 2018, the Nominating & Governance Committees of the Boards arewere comprised of the following four independentNon-Executive Directors: Stuart Subotnick (chairman)(Chair), Richard J. Glasier, Sir John Parker and Randall J. Weisenburger. On January 17, 2018, Sir Jonathon Band was appointed C-6     Carnival plc Corporate Governance Report ANNEX C as a member of the Nominating & Governance Committees. As a result, since January 17, 2018, the Nominating & Governance Committees are comprised of five independentNon-Executive Directors. The qualifications of each member of the Nominating & Governance Committees are contained in the Proxy Statement. The Nominating & Governance Committees meet periodically as required. During the year, five meetings of the Carnival plc Nominating & Governance Committee were held, which were attended by all incumbent members. The principal function of the Nominating & Governance Committees is to to: assess and recommend to the Boards candidates for appointment as Directors of Carnival Corporation & plc and members of the Committees and to Committees; assist the Boards with CEOChief Executive Officer and Board succession planning. planning; establish procedures to exercise oversight of the evaluation of the Boards and management; maintain orientation programs for new Directors and continuing education programs for all Directors; and annually review and reassess the adequacy of the Guidelines and recommend proposed changes to the Boards for approval. Further details on the succession planning process and the Nominating & Governance Committees’ approach to diversity are contained in the Proxy Statement under the heading “Board Structure and Committee Meetings,“Nominations of Directors,” and which is incorporated by reference into this Carnival plc Corporate Governance Report. They are also responsible for establishing procedures to exercise oversight of the evaluation of the Boards and management and the maintenance of orientation programs for new Directors, continuing education for all Directors and for annually reviewing and reassessing the adequacy of the Guidelines and recommending any proposed changes to the Boards for approval. Carnival plc Supplement to the Report of the Audit Committees Certain information required to be included in the Carnival plc Report of the Audit Committee is set forth in the Report of the Audit Committees that can be found on page 69 ofincluded in the Proxy Statement, and which is incorporated by reference into this Carnival plc Corporate Governance Report. The principal purpose of this Carnival plc Supplement to the Report of the Audit Committees is to comply with the Corporate Governance Code requirements, which are only applicable to Carnival plc. Significant Accounting Judgments The significant areas considered by the Carnival plc Audit Committee and discussed with the Carnival plc external auditors, PricewaterhouseCoopers LLP (“PwC”), for fiscal 20152017 were as follows:   •   Impairment Reviews of AIDA Cruises (“AIDA”), Costa Cruises (“Costa”) and Cunard Goodwill: The Audit Committee considered whether the carrying value of AIDA’s, Costa’s and Cunard’sthese brands’ goodwill C-6     Carnival plc Corporate Governance Report ANNEX C held by Carnival plc should be impaired. The judgment in relation to the impairment assessments largely relates to the assumptions underlying the calculation of the fair value less the cost of selling (market participant) model. The Audit Committee evaluated the key assumptions including assessing sensitivities, related to net revenue yields;yields, net cruise costs, including fuel prices; capacity changes;changes, weighted-average cost of capital and long-term growth rates. The Audit Committee performed this evaluation using reports received from management including the Board approved strategic plan, outlining the basis for assumptions used.used, including the strategic plan and sensitivity analysis. The Audit Committee determined that these key assumptions were reasonable and that AIDA’s, Costa’s and Cunard’sthese brands’ goodwill was not impaired as of July 31, 20152017 and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 11). •   Impairment Reviews of Certain Costa, P&O Cruises (Australia) and P&O Cruises (UK) Ships. The Audit Committee considered whether the carrying value of certain ships within these fleetsbrands may be impaired. The judgment in relation to impairment largely relates to the assumptions underlying the calculation of the value in use of the ship being tested for impairment, primarily whether the strategic plan for these ships is achievable and the overall macroeconomic assumptions that underpin the valuation process. The Audit Committee evaluated the key assumptions including assessing sensitivities, related to Carnival plc Corporate Governance Report     C-7 ANNEX C net revenue yields, net cruise costs, including fuel prices, life of these ships, estimated sale values, probability of sale occurring and recoverability of proceeds and discount rate.sale date and changes in strategy, including decisions about the transfer of ships between brands. The Audit Committee addressed these matters using reports received from management outlining the basis for assumptions used.used, including the strategic plan and sensitivity analysis. The strategic plan for these ships used in the calculation was reviewed by the Audit Committee. The Audit Committee has determined that the judgments made by management in arriving at the impairment charge for the year are reasonable and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 10). •   The January 2012 ship incident.The Audit Committee considered whether the exposure to personal injury, loss or damage to personal property, business interruption losses or environmental damages to any affected coastal waters and surrounding areas and legal claims and the amounts recoverable under insurance are appropriate. The Audit Committee received briefings of the expected future costs, legal claims received and paid and reports from the insurance companies on the status of payments and claims. The Audit Committee has agreed the approach for the estimation of these costs and recoverable amounts with management and determined that the judgments made by management are reasonable and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 23). • Risks of fraudFraud in relationRelation to revenue recognition.Revenue Recognition. The Audit Committee considered the presumed risks of fraud as defined by auditing standards and was satisfied that there were no significant issues. • Investment in Subsidiaries. During the year, Carnival plc identified adjustments to investment in subsidiaries, intercompany and cumulative exchange movements within the translation reserves. The Audit Committee has determined that the judgments made in arriving at the conclusion that these adjustment are not material to the current or historical Carnival plc company-only financial statements, are reasonable and that appropriate disclosures have been made in those financial statements (see Note 13). External Auditors and Audit Tendering The Audit Committees have the responsibility for making a recommendation on the appointment, reappointment and removal of the external auditors. PwC was recommended by the Audit Committees for reappointment as auditors of Carnival plc at the Annual General Meeting held in April 2015,2017, and reappointment was approved by the shareholders. The Audit Committees also reappointed PwC as Carnival Corporation’s independent registered certified public accounting firm, as ratified by the shareholders at the April 20152017 Annual General Meeting. In addition, the policy of the Audit Committees is to undertake a formal assessment of the auditor’s objectivity and independence each year, which includes:   a review ofnon-audit services provided and related fees; discussion with the auditors pertaining to a written report detailing all relationships with Carnival Corporation & plc and any other party that could affect the independence or the objectivity of the auditors; and evaluation with the Boards and management of the effectiveness of the external audit process. Carnival plc Corporate Governance Report     C-7 ANNEX C PwC has served as Carnival Corporation’s independent auditor from 1986 to 2002. In 2003, following formation of the DLC arrangement between Carnival Corporation and Carnival plc, the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc were tendered. Deloitte & Touche LLP, KPMG LLP and PwC participated in these tenders. Upon completion of this tender process, the Audit Committees decided to recommend to the shareholders that PwC be appointed as the Carnival Corporation and Carnival plc independent auditors for fiscal 2003, an annual recommendation2003. The Audit Committees annually evaluate PwC’s performance and have each year recommended that has continued through to this date.the shareholders vote for the reappointment of PwC as Carnival plc’s independent auditors. The comply-or-explain provision in the Corporate Governance Code on audit tendering continues to apply to Carnival plc this year and Carnival plc hasis also hadsubject to take account of the developments in this area from both the European Union (“EU”) and the UK Competition and Markets Authority’s (“CMA”),regulations regarding this matter, which will affect Carnival plc from 2016 onwards. The EU rules are subjectapply to a detailed implementation process in the UK, as in other member states. fiscal 2017. The relevant EU regulation requiresand UK implementing legislation (the Statutory Auditors and Third Country Auditors Regulations 2016) require statutory auditors to rotate after a period of 20 years and include a mandatory rotationcompetitive tender of audit firms every ten years, but member states of the EU may instead allow a tender process as a result of which the incumbent may be reappointed after ten years for an additional ten years, in which case the audit firm must be replaced after 20 years at the latest. The UK Government has confirmed that it has taken up this option to provide for the extension of the maximum duration of the audit engagement to up to 20 years, subject to re-tendering at least every ten years (the “Member State Option”).10 year midpoint. The EU regulation, Statutory Auditors and Third Country Auditors Regulations 2016 and CMA Order also setsset out transitional rules that determine the latest date for the initial rotation or tender process. PwC has been Carnival plc’s auditor since fiscal 2003, so the transitional rules state that they may not be reappointed more than nine years after June 2014, effectively meaning that the audit firm must be changed for the fiscal 2024 audit at the latest. In C-8     Carnival plc Corporate Governance Report ANNEX C As a result, the Audit Committees currently intend to tender the independent audits for the consolidated entity, Carnival plc’s case, the CMA’s transitional rules have the same effect as the EU regulation. The last audit tender was carried out in 2003. Going forward, CarnivalCorporation & plc, will adopt a policy that complies with the Corporate Governance Code and the EU and CMA requirements and Carnival plc will hold an audit tender at least every ten years and change auditors at least every 20 years. in 2022 for the 2024 audits. Our reasons for not putting the audits out for tender until 2022 for the fiscal 20162024 audits and for recommending that PwC be appointed Carnival plc’s auditor for 2018 are as follows:   PwC is one of the largest independent audit firms in the world. In addition, PwC is uniquely qualified because they are the auditors of the three largest public cruise companies in the world, which comprise over 75% of the global cruise industry. As such, it has an exceptional level of understanding of the cruise industry, the significant accounting principles used by it and the economic environment in which it operates. Carnival Corporation & plc has periodically undertaken internal surveys to confirm PwC’s qualifications and performance, the quality and candor of their communication with the Audit Committees and management and their independence, objectivity and professional skepticism. The results of these surveys have supported the Audit Committees’ and management’s recommendations to appoint PwC as the independent auditors of Carnival Corporation & plc and Carnival plc. PwC’s lead audit engagement partner for Carnival Corporation & plc and the engagement partner for Carnival plc are rotated from the engagement at least every five years. The PwC engagement partners working on subsidiaries are rotated from these engagements at least every seven years or in the case of significant EU subsidiaries, for the periods beginning on or after June 17, 2016, the engagement partners will be rotated at least every five years. The Audit Committees actively participate in the selection of the lead audit engagement partner. The Audit Committees and management believe the partner rotations support an independent auditor view of our operations and provide fresh insights into the audit processes. The Audit Committees meet regularly with PwC in executive sessions, where management is not present. These executive sessions, which are not required under UK or U.S. regulations, further support PwC’s independence from management. The Audit Committees’ Key Policies and Procedures establish a framework to monitor and maintain PwC’s independence. These Key Policies and Procedures require, among other things,pre-approval from the Audit Committees for audit and permissiblenon-audit services prior to the performance of any such services in accordance with UK and U.S. regulations. The Audit Committees only approve services to be provided by PwC that are consistent with these regulations, which helps to support auditor independence. The communication between the Audit Committees and PwC has been timely and informative, which has assisted the Audit Committees in the performance of their oversight responsibilities. The Audit Committees and management believe that PwC has performed the audits of Carnival Corporation & plc and Carnival plc with proper professional skepticism and demonstrated the necessary knowledge, experience and skills to meet their audit requirements. PwC is one of the largest independent audit firms in the world. In addition, PwC is uniquely qualified because they are the auditors for the three largest public cruise companies in the world, which comprise over 75% of the global cruise industry. As such, it has an exceptional level of understanding of the cruise industry, the significant accounting principles used by it and the economic environment in which it operates. Carnival Corporation & plc have periodically undertaken internal surveys to confirm PwC’s qualifications and performance, the quality and candor of their communication with the Audit C-8     Carnival plc Corporate Governance Report ANNEX C Committees and management and their independence, objectivity and professional skepticism. The results of these surveys have supported the Audit Committees’ and management’s recommendations to appoint PwC as the independent auditors of Carnival Corporation & plc and Carnival plc. PwC’s lead audit engagement partner for Carnival Corporation & plc and its engagement partner for Carnival plc are rotated from the engagement at least every five years. The PwC subsidiary engagement partners are rotated from these engagements at least every seven years. The Audit Committees and management believe the partner rotations support an independent auditor view of our operations and provide fresh insights into the audit processes. Based on the review and analysis of audit fees of comparable public companies, the Audit Committees and management believe the PwC audit fees are competitive. The Audit Committees continue to be confident that the effectiveness and independence of the external auditors is not impaired in any way. There are no contractual restrictions on the choice of external auditor and, therefore, a resolution proposing the reappointment of PwC as external auditors will be put to the Carnival plc shareholders at the 20162018 Annual General Meeting. The fees payable to PwC in respect of the audit andnon-audit services provided to Carnival plc during fiscal 20152017 were $2.0$1.5 million and $0.2 million,nil, respectively. The policy on Audit Committeepre-approval and permissiblenon-audit work of the independent auditors, are set out in the Proxy Statement under the heading “Independent Registered Certified Public Accounting Firm,” which is incorporated by reference into this Carnival plc Corporate Governance Report. Carnival plc Corporate Governance Report     C-9 ANNEX C The Competition and Market Authority’s (“CMA”) Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the “CMA Order”) applies to FTSE 350 companies for financial years beginning on or after January 1, 2015. Carnival plc confirms that it complied with the provisions of the CMA Order in fiscal 2017. On behalf of the Audit Committee Richard J. Glasier ChairmanChair of the Audit Committee January 29, 2018 Information and Professional Development The Company Secretary is required to provide members of the Boards with appropriate information in advance of each meeting and Directors are required to devote adequate preparation time reviewing this information in advance of each meeting. The Company Secretary is also responsible for advising the Boards through the Chairman on all corporate governance matters. All Directors have access to the advice and services of the Company Secretary and are permitted to obtain independent professional advice, at Carnival Corporation & plc’s expense, as he or she may deem necessary to discharge his or her responsibilities as a Director. A Director is required to inform the Senior Independent Director of his or her intention to do so. Directors are offered the opportunity to attend training programs of their choice. The subject matter and content of such programs are reviewed periodically during the year. Board Performance Evaluations During fiscal 2015,2017, the Nominating & Governance Committees conducted performance evaluations of the Boards, the Boards’ Committees and the members of our Boards of Directors. The performance review of Micky Arison, in his role as Chairman, was conducted separately by theNon-Executive Directors, led by the then Senior Independent Director, Stuart Subotnick, taking into account the view of the other Executive Director. As part of the Boards’ evaluation exercise, each Director was required to complete a questionnaire about the performance of the Boards and their Committees. All questionnaires were reviewed and assessed by the Nominating & Governance Committees. Carnival plc Corporate Governance Report     C-9 ANNEX C In addition, the Nominating & Governance Committees reviewed the individual performance of each Director focusing on his or her contribution to Carnival Corporation & plc, and specifically focusing on areas of potential improvement. In making their assessment, the Nominating & Governance Committees reviewed considerations of age, diversity, experience and skills in the context of the needs of the Boards, and with the aim of achieving an appropriate balance on the Boards. The Nominating & Governance Committees also discussed and reviewed withNon-Executive Directors any significant time commitments they have with other companies or organizations. In addition, the number of directorships held byNon-Executive Directors was taken into account, in line with Carnival Corporation & plc’s policy on limiting multiple appointments. The Nominating & Governance Committees reported the results of the reviews to the Boards, concluding that each Director was an effective member of the Boards and had sufficient time to carry out properly their respective commitments to the Boards, their Committees and all other such duties as C-10     Carnival plc Corporate Governance Report ANNEX C were required of them. It is the view of the Nominating & Governance Committees that the Boards continued to operate effectively during fiscal 2015.2017. During fiscal 2015,2017, the Nominating & Governance Committees also reviewed their own performance against their respective charters by completing questionnaires that were provided to the ChairmanChair of the Nominating & Governance Committees. The results of such reviews were discussed among the members and reported to the Boards. The Boards concluded that the Nominating & Governance Committees continued to function effectively and continued to meet the requirements of their respective charters. The Corporate Governance Code requires that an externally facilitated evaluation on the Board’s effectiveness be undertaken at least once every third year. During fiscal 2015, we did not have an externally facilitated evaluation because we believe our internal evaluation process is both robust and thorough. In January 2016, the Nominating & Governance Committees engaged aThe Governance Solutions Group, an independent third-party governance expert which has no other connection with Carnival Corporation & plc, to perform an assessment of the effectiveness of the Boards. The third-party governance expert will interviewinterviewed each Director elected in 2016 and members of senior management who interact substantially with the Board, reviewreviewed the results of the assessment with the incumbent Senior Independent Director and then organizeorganized and summarizesummarized the assessment for discussion with the full Board. Directors’ Remuneration The Carnival plc Directors’ Remuneration Report is presented in two parts, with Part I forming part of the Proxy Statement to which this report is annexed and Part II being attached as Annex B to thatthe Proxy Statement. A resolution to approve the Carnival plc Directors’ Remuneration Report will be proposed at the forthcoming2018 Annual General Meeting. Relations with Shareholders The formal channels of communication by which the Boards communicate to shareholders the overall performance of Carnival Corporation & plc are the Annual Reports, Carnival plc half yearly financial report, joint Annual Report on Form10-K, joint Quarterly Reports on Form10-Q, and joint Current Reports on Form8-K, the Proxy Statement and press releases. Senior management andNon-Executive Directors of Carnival Corporation & plc meet periodically with representatives of institutional shareholders to discuss their views and to enable the strategies and objectives of Carnival Corporation & plc to be well understood. Issues discussed with institutional shareholders include executive compensation, performance, business strategies and any corporate governance concerns. Presentations are made to representatives of the investment community periodically in the U.S., the UK and elsewhere. Results of each fiscal quarter are reviewed with the investment community and others following each quarter on conference calls that are broadcast live over the Internet. C-10     Carnival plc Corporate Governance Report ANNEX C The Boards receive periodic briefings from management regarding feedback and information obtained from Carnival Corporation & plc’s shareholders and brokers. During fiscal 2015,2017, Carnival Corporation & plc’s management and its corporate brokers made presentations to the Boards regarding shareholder issues. The Boards’ members were also provided with copies of reports prepared by key market analysts. Shareholders will have the opportunity at the forthcoming2018 Annual General Meeting, notice of which is contained in the Proxy Statement, to which this report is annexed, to put questions to the Boards, including the ChairpersonsChairs of the Committees of the Boards. The Boards have implemented procedures to facilitate communications between shareholders or interested parties and the Boards. Shareholders or interested parties who wish to communicate with the boards or the Senior Independent Director should address their communications to the attention of Carnival plc Corporate Governance Report     C-11 ANNEX C the Company Secretary of Carnival Corporation & plc at 3655 N.W. 87th Avenue, Miami, Florida33178-2428 U.S.A. United States of America. The Company Secretary maintains a log of all such communications and promptly forwards to the Senior Independent Director Stuart Subotnick, those communications which the Company Secretary believes require immediate attention, and also periodically provides the Senior Independent Director with a summary of all such communications and any responsive action taken.attention. The Senior Independent Director notifies the Boards or the ChairmanChair of the relevant Committees of the Boards of those matters that he believes are appropriate for further action or discussion. Annual Meetings of Shareholders As we have shareholders in both the UK and the U.S., we rotate the location of the Annual Meetings between the UK and the U.S. each year in order to accommodate shareholders on both sides of the Atlantic. Last year we held our Annual Meetings in the United Kingdom,U.K., and this year we will be holding them in the United States.U.S. This year the Annual Meetings will be held at the Four Seasons Hotel, 57 East 57th Street, New York, New York 10022, United States of America on Thursday,Wednesday, April 14, 2016.11, 2018. The meetings will commence at 8:30 a.m. (EDT), and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa. We are also offering an audio replay of the business portion of the Annual Meetings, which will be available shortly after the meetings at www.carnivalcorp.com or www.carnivalplc.com. Internal control and risk management A description of the Carnival Corporation & plc internal controls and risk management systems in relation to the financial reporting process can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements under section 3. Internal Control and Risk Assessment. Directors’ Responsibility for Financial Statements The Statement of Directors’ Responsibilities in relation to the Carnival plc financial statements followsis included in the Carnival plc Directors’ Report inattached as Annex A ofto the Proxy Statement. Statement of Compliance with the Corporate Governance Code published by the UK Financial Reporting Council in September 2014 Carnival Corporation & plc has applied the main principles of the Corporate Governance Code and complied with its provisions throughout the year ended November 30, 2015,2017, with the following exceptions: there was no externally facilitated evaluation of the Boards’ effectiveness; there are no performance conditions attaching to the vesting of the majority of the outstanding equity-based awards; until 2006, certain Non-Executive Directors received share options and certain of those options remain outstanding, however, since 2007 all equity-based awards were made in the form of restricted shares or restricted share unit awards; exception: annual bonuses of U.S. Executive Directors form part of their pensionable salary; and there was no audit tender during 2015. Carnival plc Corporate Governance Report     C-11 ANNEX C The above matters of non-compliance aresalary (which is explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement, with the exception of the externally facilitated evaluation and audit tender, which are explained above in this Corporate Governance Report.Statement). By order of the Board   Arnaldo Perez Company Secretary February 19, 2016January 29, 2018   C-12       Carnival plc Corporate Governance Report     ATTN: DOREEN FURNARI 3655 N.W. 87TH AVENUE MIAMI, FL 33178-2428      VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.   TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:   M99309-P72566E35678-P01164                     KEEP THIS PORTION FOR YOUR RECORDS         DETACH AND RETURN THIS PORTION ONLY   THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.     CARNIVAL CORPORATION                                                             The boardsBoards of directorsDirectors unanimously recommend that you cast your vote “FOR” Proposals 1-17.1-19.       For       Against       Abstain                 1.  To re-elect Micky Arison as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.     ¨☐   ¨☐   ¨☐ 2.  To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc. ☐ ☐ ☐         For       Against       Abstain     2.3.  To re-elect Sir Jonathon Bandelect Jason Glen Cahilly as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨☐   ¨☐   ¨☐     12.14.  To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm forof Carnival Corporation.   ¨☐   ¨☐   ¨☐   3.4.  To re-elect Arnold W. DonaldHelen Deeble as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨☐   ¨☐   ¨☐             4.5.  To re-elect Richard J. GlasierArnold W. Donald as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨☐   ¨☐   ¨☐     13.15.  To authorize the Audit Committee of Carnival plc to agreedetermine the remuneration of the independent auditors of Carnival plc.plc (in accordance with legal requirements applicable to UK Companies).   ¨ ☐   ¨ ☐   ¨ ☐   5.6.  To re-elect Debra Kelly-EnnisRichard J. Glasier as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨☐   ¨☐   ¨☐     14.16.  To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 20152017 (in accordance with legal requirements applicable to UK companies).   ¨ ☐   ¨ ☐   ¨ ☐   6.7.  To re-elect Sir John ParkerDebra Kelly-Ennis as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨☐   ¨☐   ¨☐             7.8.  To re-elect Stuart SubotnickSir John Parker as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨ ☐   ¨ ☐   ¨ ☐     15.17.  To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).     ¨ ☐   ¨ ☐   ¨ ☐   8.9.  To re-elect Laura WeilStuart Subotnick as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨ ☐   ¨ ☐   ¨ ☐     16.18.  To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).   ¨☐   ¨☐   ¨☐   9. 10.  To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc. ☐ ☐ ☐ 11.  To re-elect Randall J. Weisenburger as a directorDirector of Carnival Corporation and as a directorDirector of Carnival plc.   ¨ ☐   ¨ ☐   ¨ ☐     17.19.  To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).     ¨ ☐   ¨ ☐   ¨ ☐   10.12.  To hold ana (non-binding) advisory vote to approve executive compensation.compensation (in accordance with legal requirements applicable to U.S. companies).     ¨ ☐   ¨ ☐   ¨ ☐     20.  To transact such other business as may properly come before the meeting.         11.13.  To approve the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).     ¨☐   ¨☐   ¨☐     18.   To transact such other business as may properly come before the meeting.   ¨   ¨   ¨   PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE ANNUAL MEETING ON THIS PROXY CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.             Please indicate if you plan to attend this meeting.   ¨☐   Yes   ¨☐   No       (Please sign exactly as name appears above.)                                                  Signature [PLEASE SIGN WITHIN BOX]   Date       Signature (Joint Owners)   Date         Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.       M99310-P72566E35679-P01164             CARNIVAL CORPORATION PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 14, 201611, 2018 The undersigned shareholders of Carnival Corporation hereby revoke all prior proxies and appoint Micky Arison and Arnaldo Perez, and each of them, proxies and attorneys in fact, each with full power of substitution, with all the powers the undersigned would possess if personally present, to vote all shares of common stock of Carnival Corporation which the undersigned is entitled to vote at the annual meeting of shareholders to be held on April 14, 201611, 2018 or any postponement or adjournment of the annual meeting. The shares represented by this Proxy will be voted as specified herein.If not otherwise specified, such shares will be voted by the proxies FOR Proposals 1-17.1-19. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.   Continued and to be signed on reverse side   Annual General Meeting2715-118-S VOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER I/We, hereby appoint the Chairman of the meeting, or as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Carnival PLC plc (the Company) to be held on Wednesday, April 11, 2018 and at any adjournment of the meeting. I would like my proxy to vote on the resolutions proposed at the meeting as indicated on this proxy card. Please indicate your vote by marking the appropriate boxes in black ink like this X Proposal For Against Abstain Proposal For Against Abstain1. To re-elect Micky Arison as a Director of 13. To approve the Carnival plc Directors’ Carnival Corporation and Carnival plc Remuneration Report 2. To re-elect Sir Jonathon Band as a Director 14. To re-appoint the UK firm of of Carnival Corporation and Carnival plc PricewaterhouseCoopers LLP as independent auditors of Carnival plc and 3. To elect Jason Glen Cahilly as a Director of to ratify the selection of the U.S. firm of Carnival Corporation and Carnival plc PricewaterhouseCoopers LLP as the 4. To re-elect Helen Deeble as a Director of independent registered certified public Carnival Corporation and Carnival plc accounting firm of Carnival Corporation 5. To re-elect Arnold W. Donald as a Director 15. To authorize the Audit Committee of of Carnival Corporation and Carnival plc Carnival plc to determine the remuneration 6. To re-elect Richard J. Glasier as a Director of the independent auditors of Carnival plc of Carnival Corporation and Carnival plc 16. To receive the UK accounts and reports of 7. To re-elect Debra Kelly-Ennis as a Director the Directors and auditors of Carnival plc of Carnival Corporation and Carnival plc for the year ended November 30, 2017 8. To re-elect Sir John Parker as a Director of 17. To approve the giving of authority for the Carnival Corporation and Carnival plc allotment of new shares by Carnival plc 9. To re-elect Stuart Subotnick as a Director of 18. To approve the disapplication of Carnival Corporation and Carnival plc pre-emption rights in relation to the 10. To re-elect Laura Weil as a Director of allotment of new shares by Carnival plc Carnival Corporation and Carnival plc 19. To approve a general authority for 11. To re-elect Randall J. Weisenburger as a Carnival plc to buy back Carnival plc Director of Carnival Corporation and ordinary shares in the open market Carnival plc12. To hold a (non-binding) advisory vote to approve executive compensation *Please tick here if this proxy appointment is one of multiple appointments being made. Date Signature *For the appointment of more than one proxy, please refer to Note 2. This card should not be used for any comments, change of address, or other queries. Please send a separate instruction. ++ Admission Card Annual General Meeting Thursday,Wednesday, April 14, 201611, 2018 at 8:30 a.m. (EDT)(local time) Venue Four Seasons Hotel 57 East 57th Street New York, New York 10022 United States of America Notice of Availability – important, please read carefully: carefully. You can now access the 20152017 Strategic Report and Financial Statements and Notice of Annual General Meetings at www.carnivalplc.com. You can submit your proxy via the internet at www.sharevote.co.uk. If you come to the meeting, please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible. Please also see overleaf. Notes 1 1. A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and vote instead of him. All of the proposed resolutions will be voted on a poll. A proxy need not be a shareholder of the Company. 2. A shareholder who appoints more than one proxy must appoint each proxy to exercise the votes attaching to specified shares held by that shareholder. To appoint more than one proxy, (an) additional proxy card(s)cards may be obtained by contacting the Company’s registrars on 0371 384 2665* from within the United Kingdom (or +44 (0)121 415 7107 from elsewhere) or you may photocopy this proxy card. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All proxy cards must be signed and should be returned together in the same envelope. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one which was executed last shall be treated as replacing and revoking the others in their entirety as regards that share. If the Company is unable to determine which was executed last, none of them shall be valid in respect of that share. 3. To be valid, your signed and dated proxy card must be completed, signed and deposited together with any power of attorney or authority under which it is signed or a certified copy of such power of attorney or authority (whether delivered personally or by post), at the offices of the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West SussexLANCING BN99 6DA as soon as possible and no later than 1:30 p.m. (BST) on April 12, 2016.9, 2018. In the case of a corporation, the proxy card should be executed under its common seal and/or the hand of a duly authorised officer or person. 4. The ‘Vote Abstained’‘Abstain’ box is provided to enable you to abstain on any particular resolution. However, it should be noted that a ‘vote abstained’vote ‘Abstain’ is not a vote in law and will not be counted in the calculation of the proportion of votes ‘for’ and ‘against’ a resolution but will be counted to establish if a quorum is present. 5. If you would like to submit your proxy vote via the Internet, you can do so by accessing the www.sharevote.co.uk website. To do this you will need to use the Voting ID, Task ID and Shareholder Reference Number, which are given opposite. Alternatively CREST members can submit their proxy through the CREST Electronic Proxy Appointment Service (ID RA19). 6. Only those shareholders registered on the register of members of the Company at 6:0030 p.m. (BST) on April 12, 20169, 2018 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:0030 p.m. (BST) on April 12, 20169, 2018 shall be disregarded in determining the rights of any person to attend or vote at the meeting. 7. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the relevant joint holding. 8. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer’s agent (ID RA19) by 1:30 p.m. (BST) on April 12, 2016.9, 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST System)system) from which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 9. Return of this proxy card will not prevent a registered shareholder from attending the meeting and voting in person. 10. In respect of any resolution for which you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution, in respect of your total holding, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting. Lines *Lines are open 8:30 a.m. to 5:30 p.m., Monday to Friday. Carnival PLC Annual General Meeting Sharevote.co.uk + + 2715-094-S VOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER I/We, hereby appoint the Chairman of the meeting, or as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Carnival plc (the Company) to be held on Thursday, April 14, 2016 and at any adjournment of the meeting. I would like my proxy to vote on the resolutions proposed at the meeting as indicated on this proxy card. Please indicate your vote by marking the appropriate boxes in black ink like this X Proposal For Against Abstain 1. To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc 2. To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc 3. To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc 4. To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc 5. To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and Carnival plc 6. To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc 7. To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc 8. To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc 9. To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc 10. To hold an advisory vote to approve executive compensation 11. To approve the Carnival plc Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2015 Proposal For Against Abstain 12. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation 13. To authorize the Audit Committee of the Board of Directors of Carnival plc to agree the remuneration of the independent auditors of Carnival plc 14. To receive the UK accounts and the reports of the Directors and auditors of Carnival plc for the year ended November 30, 2015 15. To approve the giving of authority for the allotment of new shares by Carnival plc 16. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc 17. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market *Please tick here if this proxy appointment is one of multiple appointments being made. Date Signature *For the appointment of more than one proxy, please refer to Note 2. This card should not be used for any comments, change of address, or other queries. Please send a separate instruction. + + Business Reply Plus Licence Number RRHE-RYJB-ZUEL Equiniti Aspect House Spencer Road LANCING BN99 6GL 1 Poll Card Please bring this card with you to the meeting. Do NOT post this card to the Registrar. RESOLUTIONS For Against Abstain 1. To re-elect Micky Arison as a director of Carnival Corporation and Carnival plc 2. To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc 3. To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc 4. To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc 5. To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and Carnival plc 6. To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc 7. To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc 8. To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc 9. To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc 10. To hold an advisory vote to approve executive compensation 11. To approve the Carnival plc Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2015 12. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation 13. To authorize the Audit Committee of the Board of Directors of Carnival plc to agree the remuneration of the independent auditors of Carnival plc 14. To receive the UK accounts and the reports of the Directors and auditors of Carnival plc for the year ended November 30, 2015 15. To approve the giving of authority for the allotment of new shares by Carnival plc 16. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc 17. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market Name Signature