Carnival PLC — Director's Dealing 2023

Feb 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL PLC (CUK)
CIK: 0001125259
Period of Report: 2023-02-21

Reporting Person: Thamm Michael Olaf (Group CEO - Costa Crociere)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-21	Ordinary Shares	A	55246	—	Acquired	294308.207	Direct
2023-02-21	Ordinary Shares	A	132592	—	Acquired	426900.207	Direct

Footnotes

F1: Grant of Management Incentive Plan-tied restricted stock units ("MTE RSUs") made pursuant to the Carnival plc 2014 Employee Share Plan. Each MTE RSU represents a hypothetical interest in one ordinary share of Carnival plc. The MTE RSUs will vest pro rata on February 15, 2024 and 2025. The MTE RSUs will accumulate dividend equivalents and may only be settled in shares.

F2: The grant was approved by the Compensation Committees as a total value to be received in the form of MTE RSUs. The 2022 Management Incentive Plan ("MIP") bonus payout percentage was applied to the MTE target value to determine the actual MTE grant value. The Compensation Committees also approved that the number of MTE RSUs were determined by dividing the value by the closing price on date of grant.

F3: Grant of performance-based restricted stock units ("PBS RSUs") made pursuant to the Carnival plc 2014 Employee Share Plan. Each PBS RSU represents a hypothetical interest in one ordinary share of Carnival plc. The PBS RSUs will vest pro rata on February 15, 2024 and 2025. The PBS RSUs will accumulate dividend equivalents and may only be settled in shares.

F4: The grant was approved by the Compensation Committees as a total value to be received in the form of PBS RSUs. The 2022 MIP bonus payout percentage was applied to the PBS target value to determine the actual PBS grant value. The Compensation Committees also approved that the number of PBS RSUs were determined by dividing the value by the closing price on date of grant.