NOTIFICATION OF TRANSACTION OF DIRECTOR/PDMR
NOTIFICATION OF TRANSACTION OF DIRECTOR/PDMR
MIAMI (February 24, 2006) - On February 23, 2006 Bedell Trust Limited (the
"Trust"), granted the following share awards over Carnival plc ordinary shares
of US$1.66 each ("plc Shares"):
Executive Director/PDMR Value (pounds) No. of plc Shares
----------------------- -------------- -----------------
Peter Ratcliffe 517,117 16,553
David Dingle 97,500 3,121
The share awards are to be held in trust under the Carnival plc Deferred Bonus
and Co-Investment Matching Plan (the "Deferred Bonus Plan") and represents 50%
of Messrs. Ratcliffe's and Dingle's performance related bonuses for the year
ended November 30, 2005. No consideration was paid for the share award. The
share award is subject to a retention period that will expire on the date the
results of Carnival Corporation & plc for the year ending November 30, 2008
are announced, which is expected to occur in February 2009. In accordance with
the Deferred Bonus Plan the share awards, save in respect of those awarded to
Mr. Ratcliffe, qualify for matching awards, subject to the achievement of
prescribed performance conditions pursuant to the rules of the Deferred Bonus
Plan. Share awards and matching awards were also granted under the Deferred
Bonus Plan to senior executives who are not directors/PDMRs.
On February 23, 2006 Mr. Ratcliffe exercised a share award over 13,732 plc
Shares and related matching award over 13,304 plc Shares granted to him under
the Deferred Bonus Plan and sold the resulting shares at a price of 31.05
pounds per share.
Following the above transactions, Mr. Ratcliffe continues to have an interest
in share awards over 40,228 plc Shares and Mr. Dingle continues to have an
interest in share awards over 8,106 plc Shares and a matching award over 8,106
plc Shares granted pursuant to the rules of the Deferred Bonus Plan.
As a technical issue, Messrs. Ratcliffe and Dingle are regarded for Companies
Act purposes as being interested in all the plc Shares held by the Trust,
although the plc Shares held are also for the benefit of other employees of
Carnival plc. The Trust holds a total of 92,205 plc Shares for the purposes
of satisfying awards granted under the Deferred Bonus Plan. Despite the
technical interest in the plc Shares, Messrs. Ratcliffe and Dingle are only
entitled to receive from the Trust the number of plc Shares to which they
would be entitled on exercise of an award which has been granted to them.
On February 23, 2006 Mr. Dingle exercised an option over 800 plc Shares, sold
400 of the resulting shares at a price of 31.14 pounds per share and
transferred the remaining 400 shares to his spouse. Following this
transaction, Mr. Dingle continues to hold, directly or indirectly, 523 plc
Shares.
This notification relates to disclosures made in accordance with Disclosure
Rule 3.1.4(R)(1)(a) and Disclosure Rule 3.1.4(R)(1)(b), a disclosure made in
accordance with section 324 of the Companies Act 1985.
Further details and a copy of the Form 4, Statement of Changes in Beneficial
Ownership of Securities, filed today by Messrs Ratcliffe and Dingle with the
U.S. Securities & Exchange Commission, can be found at the SEC web site,
www.sec.gov, and the Carnival Corporation & plc web site, www.carnivalcorp.com
or www.carnivalplc.com.
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