Prospectus

RDA9-4.1.1RDA9-4.1.2RDA9-4.1.4Carnival plc

(incorporated in England and Wales under the Companies Act 1985 with registered 4039524)

SNA13-4.1Euro 750,000,000

4.25 per cent. Guaranteed Bonds due 2013

guaranteed by

RDA9-4.1.1RDA9-4.1.2RDA9-4.1.4

Carnival Corporation(incorporated under the laws of Panama)

Issue Price 99.532 per cent.

The Euro 750,000,000 4.25 per cent. Guaranteed Bonds due 2013 (the ""Bonds'') will be issued by Carnival plc (the ""Issuer''). The payment of

all amounts due in respect of the Bonds will be unconditionally and irrevocably guaranteed by Carnival Corporation (the ""Guarantor'').

Interest on the Bonds is payable annually in arrear on 27 November in each year. Payments in respect of the Bonds will be made without

withholding or deduction for or on account of taxes of the United Kingdom, the United States or the Republic of Panama to the extent

described under ""Terms and Conditions of the Bonds Ó Taxation''.

SNA13-4.8SNA13-4.9

The Bonds mature on 27 November 2013 but may be redeemed before that date at the option of the Issuer in whole but not in part, at their

principal amount, together with accrued interest, at any time in the event of certain changes affecting taxes of the United Kingdom, the United

States or the Republic of Panama. See ""Terms and Conditions of the Bonds Ó Redemption and Purchase''. In addition, upon the occurrence of

certain events as described in ""Terms and Conditions of the Bonds Ó Redemption and Purchase'', the holder of each Bond will have the right to

require the Issuer to redeem or purchase (or procure the purchase) of such Bond at its principal amount together with accrued interest.

SNA13-5.1Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets

Act 2000 (the ""UK Listing Authority'') for the Bonds to be admitted to the official list of the UK Listing Authority (the ""Official List'') and

to the London Stock Exchange plc (the ""London Stock Exchange'') for the Bonds to be admitted to trading on the London Stock Exchange's

Gilt-Edged and Fixed Interest Market (the ""Market''). References in this Prospectus to Bonds being ""listed'' shall mean that the Bonds have

been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the

Investment Services Directive 93/22/EEC.

The Bonds will initially be represented by a temporary global bond (the ""Temporary Global Bond''), without interest coupons, which will be

deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. (""Euroclear'') and Clearstream Banking, soci πet πe anonyme

(""Clearstream Luxembourg'') on or about 27 November 2006 (the ""Closing Date''). The Temporary Global Bond will be exchangeable for

interests in a permanent global bond (the ""Permanent Global Bond'' and together with the Temporary Global Bond, the ""Global Bonds''),

without interest coupons, on or after a date which is expected to be 8 January 2007 upon certification as to non-U.S. beneficial ownership. The

Permanent Global Bond will be exchangeable for definitive Bonds in bearer form in the denomination of Euro 50,000 in the circumstances set

out in it. See ""Summary of Provisions relating to the Bonds while in Global Form''.

The denomination of the Bonds shall be Euro 50,000, provided that, for so long as the Bonds are represented by a Global Bond and the relevant

clearing system(s) so permit, the Bonds shall be tradeable in minimum amounts of Euro 50,000 and higher integral multiples of Euro 1,000.

SNA13-7.5The Bonds are expected to be rated A- by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc. (""Standard &

Poor's''), A3 by Moody's Investors Service, Inc. (""Moody's'') and A- by Fitch Ratings Ltd. (""Fitch''). A rating is not a recommendation to

buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Prospective investors should have regard to the factors described under the section headed ""Risk Factors'' in this Prospectus. This Prospectus

does not describe all the risks of an investment in the Bonds.

Joint Lead Managers

Barclays Capital Merrill Lynch InternationalThe Royal Bank of Scotland UBS Investment Bank

Co-Managers

Banc of America Securities Limited Banco Bilbao Vizcaya Argentaria, S.A.BNP PARIBAS Deutsche BankHSBC JPMorganLloyds TSB Societe Generale Corporate & Investment

Banking

22 November 2006

RDA9-1.1RDA9-1.2SNA13-1.1SNA13-1.2

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the

""Prospectus Directive'') and for the purpose of giving information with regard to the Issuer, the Guarantor,

and their subsidiaries taken as a whole (the ""Carnival Group'' or ""Carnival Corporation & plc'') and the

Bonds which is necessary to enable investors to make an informed assessment of the assets and liabilities,

financial position, profit and losses and prospects of the Issuer, the Guarantor and the Carnival Group and of

the rights attaching to the Bonds. Each of the Issuer and the Guarantor accepts responsibility for the

information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the

Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information

contained in this document is in accordance with the facts and does not omit anything likely to affect the

import of such information.

This Prospectus is to be read in conjunction with all the documents which are deemed to be incorporated

herein by reference (see ""Documents Incorporated by Reference'' below).

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or

the Managers (as defined in ""Subscription and Sale'' below) to subscribe or purchase, any of the Bonds. The

distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law.

Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the

Managers to inform themselves about and to observe any such restrictions. For a description of further

restrictions on offers and sales of Bonds and distribution of this Prospectus see ""Subscription and Sale'' below.

No person is authorised to give any information or to make any representation not contained in this Prospectus

and any information or representation not so contained must not be relied upon as having been authorised by

or on behalf of the Issuer, the Guarantor or the Managers. The delivery of this Prospectus at any time does not

imply that the information contained in it is correct as at any time subsequent to its date.

The Managers and Citicorp Trustee Company Limited (the ""Trustee'') have not separately verified the

information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is

made and no responsibility or liability is accepted by the Managers (or any of them) or the Trustee as to the

accuracy or completeness of the information contained in this Prospectus or any other information provided by

the Issuer or the Guarantor in connection with the Bonds or their distribution.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be

considered as a recommendation by the Issuer, the Guarantor, the Managers or the Trustee that any recipient

of this Prospectus should purchase any of the Bonds. Each investor contemplating purchasing any Bonds

should make its own independent investigation of the financial condition and affairs, and its own appraisal of

the creditworthiness, of the Issuer and/or the Guarantor.

The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the ""Securities

Act'') and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered,

sold or delivered within the United States or to U.S. persons.

In this Prospectus, references to ""'', ""pounds'' and ""sterling'' are to the lawful currency of the United

Kingdom, references to ""U.S.$'' and ""dollars'' are to the lawful currency of the United States of America and

references to ""Euro'' and ""4'' are to the currency introduced at the start of the third stage of the European

Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended.

In connection with the issue of the Bonds, Barclays Bank PLC (the ""Stabilising Manager'') or any person

acting on behalf of the Stabilising Manager may over-allot Bonds (provided that the aggregate principal

amount of Bonds allotted does not exceed 105 per cent. of the aggregate principal amount of the Bonds) or

effect transactions with a view to supporting the market price of the Bonds at a level higher than that which

might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on

behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or

after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun,

may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds

and 60 days after the date of the allotment of the Bonds.

2

Table of Contents

Page

Documents Incorporated By Reference ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4

Risk Factors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5

Terms and Conditions of the Bonds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12

Summary of Provisions relating to the Bonds while in Global Form ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 25

Selected Consolidated Financial and Other Information of Carnival Corporation & plc ÏÏÏÏÏÏÏÏÏÏÏ 27

Carnival Corporation & plc ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 28

Taxation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 32

Subscription and Sale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36

General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 37

3

Documents Incorporated By Reference

This Prospectus should be read and construed in conjunction with:

(i) the joint Annual Report on Form 10-K of the Issuer and the Guarantor for the year ended 30 November

2005 (the ""2005 Annual Report''),

(ii) the joint Current Report on Form 8-K dated 7 November 2006 of the Issuer and the Guarantor (the

""7 November 2006 Form 8-K''),

RDA9.11.1

RDA9.11.2

RDA9.11.3.1

RDA9.11.3.2

(iii) Exhibit 99.1 to the 7 November 2006 Form 8-K, which contains the audited consolidated financial

statements of Carnival Corporation & plc as of 30 November 2004 and 30 November 2005 and for each of the

three years in the period ended 30 November 2005, together with the report of Independent Registered

Certified Public Accounting Firm thereon and

(iv) Part I, Item 1, ""Financial Statements'' (pages 2-13); Part I, Item 2, ""Forward Outlook'', paragraphs 2

and 3 (page 16); Part I, Item 4, ""Controls and Procedures'' (page 21); Part II, Item 2, ""Unregistered Sales of

Equity Securities and Use of Proceeds'' (pages 22-23); and Part II, Item 5, ""Other Information'' (page 23),

in each case of the joint Quarterly Report on Form 10-Q for the quarter ended 31 August 2006 of the Issuer

and the Guarantor (the ""2006 Q3 Form 10-Q''), which contains the unaudited consolidated financial

statements of Carnival Corporation & plc for the nine months ended 31 August 2006,

each of which have been previously published or are published simultaneously with this Prospectus and have

been filed with the Financial Services Authority. Such documents shall be deemed to be incorporated in, and

form part of this Prospectus, save that any statement contained in a document which is deemed to be

incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this

Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement

(whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be

deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Any documents which are incorporated by reference into the documents listed in items (i) to (iv) above shall

not (other than as provided in sub-paragraph (iii) above) constitute a part of this Prospectus.

Copies of documents deemed to be incorporated by reference in this Prospectus may be viewed on the website

of the Issuer at www.carnivalplc.com and at the office of the Document Viewing Facility of the UK Listing

Authority at 25 The North Colonnade, Canary Wharf, London E14 5HS.

4

Risk Factors

SNA13-2

RDA9-3.1

Prospective investors should consider carefully the risks set forth below and the other information contained inthis Prospectus prior to making any investment decision with respect to the Bonds. Each of the riskshighlighted below could have a material adverse effect on the business, operations, financial condition orprospects of the Issuer and/or the Guarantor which, in turn, could have a material adverse effect on theamount of principal and interest which investors will receive in respect of the Bonds. In addition, each of therisks highlighted below could adversely affect the trading price of the Bonds or the rights of investors under theBonds and, as a result, investors could lose some or all of their investment.

Prospective investors should note that the risks described below are not the only risks the Issuer and theGuarantor face. Each of the Issuer and the Guarantor has described only those risks relating to its operationsthat it considers to be material. There may be additional risks that they currently consider not to be materialor of which they are not currently aware, and any of these risks could have the effects set forth above.

Risk Factors relating to Carnival Corporation & plc

Carnival Corporation & plc may lose business to competitors throughout the vacation market

Carnival Corporation & plc faces significant competition from other cruise lines, both on the basis of cruise

pricing and also in terms of the types of ships, services and destinations it offers to cruise passengers. In

addition, Carnival Corporation & plc may need to enhance its older ships with current amenities in order for

those ships to be more competitive with other cruise ships.

However, Carnival Corporation & plc operates in the vacation market, and cruising is only one of many

alternatives for people choosing a vacation. It therefore risks losing business not only to other cruise lines, but

also to other vacation operators that provide other travel and leisure options, including hotels, resorts and

package holidays and tours.

In the event that Carnival Corporation & plc does not compete effectively with other cruise companies and

other vacation alternatives, its results of operations and financial condition could be adversely affected.

The international political and economic climate and other world events affecting safety and security couldadversely affect the demand for cruises and could harm Carnival Corporation & plc's future sales andprofitability

Demand for cruises and other vacation options has been, and is expected to continue to be, affected by the

public's attitude towards the safety of travel, the international political climate and the political climate of

destination countries. Events such as the terrorist attacks in the United States on 11 September 2001 and the

threats of additional attacks in the United States and elsewhere, concerns of an outbreak of additional

hostilities and national government travel advisories, together with the resulting political instability and

concerns over safety and security aspects of travelling, have had a significant adverse impact on demand and

pricing in the travel and vacation industry and may continue to do so in the future. Demand for cruises is also

likely to be increasingly dependent on the underlying economic strength of the countries from which cruise

companies source their passengers. Economic or political changes that reduce disposable income or consumer

confidence in the countries from which Carnival Corporation & plc sources its passengers may affect demand

for vacations, including cruise vacations, which are a discretionary purchase. Decreases in demand could lead

to price discounting which, in turn, could reduce profitability.

Overcapacity within the cruise and land-based vacation industry could have a negative impact on netrevenue yields and increase operating costs, thus resulting in ship, goodwill and/or trademark assetimpairments, all of which could adversely affect profitability

Cruising capacity has grown in recent years and Carnival Corporation & plc expects it to continue to increase

over the next four years as all of the major cruise vacation companies are expected to introduce new ships. In

order to utilise new capacity, the cruise vacation industry will probably need to increase its share of the overall

vacation market. The overall vacation market is also facing increases in land-based vacation capacity, which

will also impact Carnival Corporation & plc. Failure to increase its share of the overall vacation market is one

of a number of factors that could have a negative impact on Carnival Corporation & plc's net revenue yields.

In some prior years, the net revenue yields of Carnival Corporation & plc were negatively impacted as a result

of a variety of factors, including capacity increases. Should net revenue yields be negatively impacted, the

results of operations and financial condition of Carnival Corporation & plc could be adversely affected,

including the impairment of the value of its ships, goodwill and/or trademark assets. In addition, increased

5

cruise capacity could impact the ability of Carnival Corporation & plc to retain and attract qualified crew at

competitive costs and, therefore, increase its shipboard employee costs.

The future operating cash flow of Carnival Corporation & plc may not be sufficient to fund futureobligations, and Carnival Corporation & plc may not be able to obtain additional financing, if necessary,at a cost that is favourable or that meets its expectations

The forecasted cash flow from future operations of Carnival Corporation & plc may be adversely affected by

various factors, including, but not limited to, declines in customer demand, increased competition,

overcapacity, the deterioration in general economic and business conditions, terrorist attacks, ship accidents

and other incidents, adverse publicity and increases in fuel prices, as well as other factors noted in this ""Risk

Factors'' section. To the extent that Carnival Corporation & plc is required, or chooses, to fund future cash

requirements, including future shipbuilding commitments, from sources other than cash flow from operations,

cash on hand and current external sources of liquidity, including committed financings, it will have to secure

such financing from banks or through the offering of debt and/or equity securities in the public or private

markets.

The access to, and the cost of, financing to Carnival Corporation & plc will depend on, among other things, the

maintenance of strong long-term credit ratings. The Guarantor's and the Issuer's senior, unsecured long-term

debt ratings are ""A3'' by Moody's, ""A¿'' by Standard & Poor's and ""A¿'' by Fitch. The Guarantor's short-

term corporate credit ratings are ""Prime-2'' by Moody's, ""A-2'' by Standard & Poor's and ""F2'' by Fitch.

Accidents and other incidents, unusual weather conditions or adverse publicity concerning the cruiseindustry or Carnival Corporation & plc could affect Carnival Corporation & plc's reputation and harmfuture sales and profitability

The operation of cruise ships involves the risk of accidents, passenger and crew illnesses, mechanical failures

and other incidents at sea or while in port, which may bring into question passenger safety, health, security and

vacation satisfaction, and thereby adversely effect future industry performance, sales and profitability. In

addition, the cruises and port facilities of Carnival Corporation & plc may be impacted by unusual weather

patterns or natural disasters, such as hurricanes and earthquakes. For example, Hurricane Wilma caused the

temporary closing of cruise ports in South Florida and also destroyed Carnival Corporation & plc's pier facility

in Cozumel, Mexico. It is possible that Carnival Corporation & plc could be forced to alter itineraries or

cancel a cruise or a series of cruises due to these factors, which would have an adverse affect on sales and

profitability. In addition, adverse publicity concerning the vacation industry in general or the cruise industry or

Carnival Corporation & plc in particular could affect its reputation and impact demand and, consequently,

have an adverse affect on profitability.

Carnival Corporation & plc is subject to many economic and political factors that are beyond its control,which could result in increases in Carnival Corporation & plc's operating, financing and tax costs

Some of Carnival Corporation & plc's operating costs, including fuel, food, insurance, payroll and security

costs, are subject to increases because of market forces, economic or political instability or decisions beyond its

control. In addition, interest rates, currency fluctuations and the ability of Carnival Corporation & plc to

obtain debt or equity financing are dependent on many economic and political factors. Actions by the United

States and/or the state and local jurisdictions therein and/or non-United States taxing jurisdictions could also

cause an increase in its costs.

Increases in operating, financing and tax costs could adversely affect the results of Carnival Corporation & plc

because it may not be able to recover these increased costs through price increases of cruise vacations.

Environmental legislation and regulations could affect operations and increase operating costs

Some environmental groups have lobbied for more stringent regulation of cruise ships. Some groups have also

generated negative publicity about the cruise industry and its environmental impact. The United States

Congress, the International Maritime Organisation and the United States Environmental Protection Agency

periodically consider new laws and regulations to manage cruise ship pollution.

In addition, various other regulatory agencies in the States of Alaska, California, Florida, Hawaii, Maine,

Washington and elsewhere, including European regulatory organisations, have enacted or are considering new

regulations or policies, which could adversely impact the cruise industry.

6

Current and future environmental laws and regulations, or liabilities arising from past or future releases of, or

exposure to, hazardous substances or to vessel discharges, could increase the cost of compliance or otherwise

materially adversely affect the business, results of operations and/or financial condition of Carnival

Corporation & plc.

New regulations of health, safety, security and other regulatory issues could increase operating costs ornegatively effect bookings and future net revenue yields and adversely affect the net income of CarnivalCorporation & plc

Carnival Corporation & plc is subject to various international, national, state and local health, safety and

security laws, regulations and treaties.

Carnival Corporation & plc believes that health, safety, security and other regulatory issues will continue to be

areas of focus by relevant government authorities in the United States, Europe and elsewhere. Resulting

legislation or regulations, or changes in existing legislation or regulations, could impact its operations and

would likely subject Carnival Corporation & plc to increasing compliance costs in the future.

Pursuant to the Western Hemisphere Travel Initiative, United States citizens will be required to carry a

passport for travel to or from certain countries/areas that were previously exempt, such as the Caribbean,

Canada and Mexico. The regulations are currently scheduled to require all United States citizens that enter

the United States from these previously exempt locations by sea to have a passport by no earlier than 1 June

2009.

Since many cruise customers visiting these destinations may not currently have passports, it is likely that this

will have some negative effect on bookings and future net revenue yields of Carnival Corporation & plc when

the regulations take effect. There are a number of factors that could influence the ultimate impact of these

regulations, such as customer travel patterns, customer price sensitivity and the cost and effectiveness of

mitigating programs that Carnival Corporation & plc and others have established. However, although Carnival

Corporation & plc cannot be certain, it does not currently expect that these regulations will ultimately have a

material adverse effect on operating results, as a significant portion of its revenues are derived from cruises to

destinations other than those mentioned above, a substantial portion of the United States citizen customers of

Carnival Corporation & plc already have passports and Carnival Corporation & plc expects a large number of

United States citizen travellers who do not have passports will obtain them.

Delays in ship construction and problems encountered at shipyards could reduce profitability

The construction of cruise ships is a complex process and involves risks similar to those encountered in other

sophisticated construction projects, including delays in completion and delivery. In addition, industrial actions

and insolvency or financial problems of the shipyards building ships of Carnival Corporation & plc could also

delay or prevent the delivery of ships under construction. These events could adversely affect profitability.

However, the impact from a delay in delivery could be mitigated by contractual provisions and refund

guarantees obtained by Carnival Corporation & plc.

In addition, as at 20 November 2006, Carnival Corporation & plc had entered into foreign currency swaps to

fix the cost in sterling of two of its foreign currency denominated shipbuilding contracts. If the shipyard with

which Carnival Corporation & plc has contracted is unable to perform under the related contracts, the foreign

currency swaps related to the shipyard's shipbuilding contracts would still have to be honoured. This might

require Carnival Corporation & plc to realise a loss on existing foreign currency swaps without having the

ability to have an offsetting gain on its foreign currency denominated shipbuilding contracts, thus resulting in

an adverse effect on its financial results.

The lack of attractive port destinations for Carnival Corporation & plc's cruise ships could reduce netrevenue yields and net income

Carnival Corporation & plc believes that attractive port destinations, including ports that are not overly

congested with tourists, are major reasons why its customers choose a cruise versus an alternative vacation

option. The availability of ports, including the specific port facility at which guests of Carnival Corporation &

plc will embark and disembark, is affected by a number of factors including, but not limited to, existing

capacity constraints, security concerns, unusual weather patterns and natural disasters, financial limitations on

port development, political instability, exclusivity arrangements that ports may have with its competitors, local

governmental regulations and charges and local community concerns about both port development and other

adverse impacts on their communities from additional tourists. The inability to continue to maintain and

7

increase the ports called by ships of Carnival Corporation & plc could adversely affect its net revenue yields

and net income.

The structure of the DLC transaction involves risks not associated with the more common ways ofcombining the operations of two companies, and these risks may have an adverse effect on the economicperformance of the companies and/or their respective share prices

The DLC structure (as described in ""Carnival Corporation & plc Ó Description of the DLC Transaction'') is a

relatively uncommon way of combining the management and operations of two companies and it involves

different issues and risks from those associated with the other more common ways of effecting a business

combination, such as a merger or exchange offer to create a wholly owned subsidiary. In the DLC transaction,

the combination was effected primarily by means of contracts between the Guarantor and the Issuer and not

by operation of a statute or court order. The legal effect of these contractual rights may be different from the

legal effect of a merger or amalgamation under statute or court order, and there may be difficulties in

enforcing these contractual rights. Shareholders and creditors of either company might challenge the validity

of the contracts or their lack of standing to enforce rights under these contracts, and courts may interpret or

enforce these contracts in a manner inconsistent with the express provisions and intentions included by the

parties in such contracts. In addition, shareholders and creditors of other companies might successfully

challenge other DLC structures and establish legal precedents that could increase the risk of a successful

challenge to the DLC transaction.

Carnival Corporation & plc is maintaining two separate public companies and complies with both Panamanian

corporate law and English company law and different securities and other regulatory and stock exchange

requirements in the United Kingdom and the United States. This structure requires more administrative time

and cost than was the case for each company individually, which may have an adverse effect on the operating

efficiency of Carnival Corporation & plc.

Changes under the United States Internal Revenue Code, applicable United States income tax treaties, andthe uncertainty of the DLC structure under the Internal Revenue Code may adversely affect the UnitedStates federal income taxation of United States source shipping income. In addition, changes in the UnitedKingdom, Italian, German, Australian and other countries income tax laws, regulations or treaties couldalso adversely affect net income

Carnival Corporation & plc believes that substantially all of the United States source shipping income of each

of Carnival Corporation and Carnival plc qualifies for exemption from United States federal income tax, either

under (1) Section 883 of the Internal Revenue Code; (2) United States-Italian income tax treaty; or

(3) other applicable United States income tax treaties, and should continue to so qualify under the DLC

structure. There is, however, no existing United States federal income tax authority that directly addresses the

tax consequences of implementation of a dual listed company structure for purposes of Section 883 or any

other provision of the Internal Revenue Code or any income tax treaty and, consequently, these matters are

not free from doubt.

As discussed above, if Carnival Corporation & plc does not qualify for exemption from United States federal

income taxes it would have higher income taxes and lower net income. Finally, changes in the income tax laws

affecting the cruise businesses of Carnival Corporation & plc in the United Kingdom, Italy, Germany,

Australia and elsewhere could result in higher income taxes being levied on its cruise operations, thus resulting

in lower net income.

A small group of shareholders collectively owned, as of 20 November 2006, approximately 29 per cent. ofthe total combined voting power of the outstanding shares of Carnival Corporation & plc and may be ableto effectively control the outcome of shareholder voting

A group of shareholders, consisting of some members of the Arison family, including Micky Arison, and trusts

established for their benefit, beneficially owned approximately 37 per cent. of the outstanding common stock

of Carnival Corporation, which shares represent sufficient shares entitled to constitute a quorum at

shareholder meetings and to cast approximately 29 per cent. of the total combined voting power of Carnival

Corporation & plc. Depending upon the nature and extent of the shareholder vote, this group of shareholders

may have the power to effectively control, or at least to influence substantially, the outcome of certain

shareholder votes and, therefore, the corporate actions requiring such votes.

8

Risk Factors relating to the Bonds

The Bonds may not be a suitable investment for all investors

Each potential investor in any Bond must determine the suitability of that investment in light of its own

circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and

risks of investing in the Bonds and the information contained or incorporated by reference in this

Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular

financial situation, an investment in the Bonds and the impact such investment will have on its overall

investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant

markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,

interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Risks related to the structure of the Bonds

Modification, waivers and substitution

The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders to consider

matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders

including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a

manner contrary to the majority.

The Terms and Conditions of the Bonds also provide that the Trustee may, without the consent of

Bondholders or Couponholders and subject to the provisions of the Trust Deed dated 27 November 2006

between the Issuer, the Guarantor and the Trustee (the ""Trust Deed''), agree to (i) any modification, waiver

or authorisation of any breach, or proposed breach, of any of the provisions of the Bonds or (ii) determine

without the consent of the Bondholders that any Event of Default or Potential Event of Default (as defined in

the Trust Deed) shall not be treated as such or (iii) the substitution of another company as principal debtor

under the Bonds in place of the Issuer, in the circumstances described in Condition 11 of the Terms and

Conditions of the Bonds.

EU Savings Directive

Under European Council Directive 2003/48/EC on the taxation of savings income, each Member State is

required to provide to the tax authorities of another Member State details of payments of interest (or similar

income) paid by a person within its jurisdiction to an individual resident in that other Member State.

However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that

period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such

transitional period being dependent upon the conclusion of certain other agreements relating to information

exchange with certain other counties). A number of non-EU countries and territories, including Switzerland,

have adopted similar measures (a withholding system in the case of Switzerland).

If a payment were to be made or collected through a Member State which has opted for a withholding system

and an amount of, or in respect of, tax were to be withheld from that payment, none of the Issuer, the

Guarantor, any Paying Agent and any other person would be obliged to pay additional amounts with respect to

the Bonds as a result of the imposition of such withholding tax. If a withholding tax is imposed on a payment

made by a Paying Agent following implementation of this Directive, the Issuer will be required to maintain a

Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Integral multiples of less than Euro 50,000

Although the Bonds are in the denomination of Euro 50,000, it is possible that the Bonds may be traded in the

clearing systems in amounts in excess of Euro 50,000 that are not integral multiples of Euro 50,000. In such a

case, should definitive Bonds be required to be issued, Bondholders who hold Bonds in the relevant clearing

system in amounts that are not integral multiples of Euro 50,000 may need to purchase or sell, on or before the

9

relevant Exchange Date (as defined in ""Summary of Provisions Relating to the Bonds while in Global Form Ó

Exchange''), a principal amount of Bonds such that their holding is an integral multiple of Euro 50,000.

Change of law

The Terms and Conditions of the Bonds are based on English law in effect as at the date of this Prospectus.

No assurance can be given as to the impact of any possible judicial decision or change to English law or

administrative practice after the date of this Prospectus.

Risks related to the market generally

Set out below is a brief description of certain market risks, including liquidity risk, interest rate risk and credit

risk:

The secondary market generally

The Bonds may have no established trading market when issued, and one may never develop. If a market does

develop, it may not be liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that

will provide them with a yield comparable to similar investments that have a developed secondary market.

Although application has been made for the Bonds to be admitted to the Official List and to trading on the

Market, there is no assurance that such application will be accepted or that an active trading market will

develop. Illiquidity may have a severely adverse effect on the market value of Bonds.

Exchange rate risks and exchange controls

The Issuer (and, failing the Issuer, the Guarantor) will pay principal and interest on the Bonds in Euro. This

presents certain risks relating to currency conversions if an investor's financial activities are denominated

principally in a currency or currency unit (the ""Investor's Currency'') other than Euro. These include the risk

that exchange rates may significantly change (including changes due to devaluation of Euro or revaluation of

the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may

impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to Euro

would decrease (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-

equivalent value of the principal payable on the Bonds and (iii) the Investor's Currency-equivalent market

value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls that

could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal

than expected, or no interest or principal.

Interest rate risks

Investment in the Bonds, which are fixed rate obligations, involves the risk that subsequent changes in market

interest rates may adversely affect the value of the Bonds.

Credit ratings may not reflect all risks

The Bonds are expected to be assigned a rating of A- by Standard & Poor's, A3 by Moody's and A- by Fitch.

The ratings assigned to the Bonds may not reflect the potential impact of all risks related to structure, market,

additional factors discussed above, and other factors that may affect the value of the Bonds. A credit rating is

not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at

any time. Any adverse change in an applicable credit rating could affect the trading price for the Bonds.

As the Global Bonds are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors willhave to rely on their procedures for transfer, payment and communication with the Issuer.

The Bonds will be represented by the Global Bonds and, except in certain limited circumstances described in

the Permanent Global Bond, investors will not be entitled to receive definitive Bonds. The Global Bonds will

be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Euroclear and

Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Bonds. While the

Bonds are represented by the Global Bonds, investors will be able to trade their beneficial interests only

through Euroclear and Clearstream, Luxembourg.

10

The Issuer will discharge its payment obligations under the Bonds by making payments to the common

depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a

beneficial interest in a Global Bond must rely on the procedures of Euroclear and Clearstream, Luxembourg

to receive payments under the Bonds. The Issuer has no responsibility or liability for the records relating to, or

payments made in respect of, beneficial interests in the Global Bonds.

Holders of beneficial interests in the Global Bonds will not have a direct right to vote in respect of the Bonds.

Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and

Clearstream, Luxembourg to appoint appropriate proxies.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or

regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether

and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for

various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bonds. Financial

institutions should consult their legal advisers or the appropriate regulators to determine the appropriate

treatment of the Bonds under any applicable risk-based capital or similar rules.

11

SNA13-4.7Terms and Conditions of the Bonds

The following is the text of the terms and conditions of the Bonds which (subject to amendment and otherthan the paragraph in italics) will be endorsed on each Bond in definitive form (if issued):

SNA13-4.1

SNA13-4.5

SNA13-4.11

SNA6-4.1

The 4750,000,000 4.25 per cent. Guaranteed Bonds due 2013 (the ""Bonds'', which expression shall in

these Conditions, unless the context otherwise requires, include any further bonds issued pursuant to

Condition 14 and forming a single series with the Bonds) of Carnival plc (the ""Issuer'') are constituted

by a Trust Deed (the ""Trust Deed'') dated 27 November 2006 between the Issuer, Carnival Corporation

(the ""Guarantor'') and Citicorp Trustee Company Limited (the ""Trustee'' which expression shall

include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the

holders of the Bonds (the ""Bondholders''). The issue of the Bonds was authorised by resolutions of an

executive committee of the Board of Directors of the Issuer adopted in writing on 15 November 2006,

such committee having been established by resolutions of the Board of Directors of the Issuer passed on

25 June 2003. The guarantee of the Bonds was authorised by resolutions of an executive committee of the

Board of Directors of the Guarantor adopted in writing on 15 November 2006, such committee having

been established by resolutions of the Board of Directors of the Guarantor passed on 29 September 1987.

These Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed,

which includes the form of the Bonds and the coupons (the ""Coupons'') relating to them. Copies of the

Trust Deed, and of the Paying Agency Agreement (the ""Paying Agency Agreement'') dated

27 November 2006 relating to the Bonds between the Issuer, the Guarantor, the Trustee and the initial

principal paying agent and the other paying agent named in it, are available for inspection during usual

business hours at the principal office of the Trustee (being, on the date of issue of the Bonds, at

14th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB) and at the specified

offices of each of the principal paying agent for the time being (the ""Principal Paying Agent'') and the

other paying agent(s) for the time being (the ""Paying Agents'', which expression shall include the

Principal Paying Agent). The Bondholders and the holders of the Coupons (whether or not attached to

the relevant Bonds) (the ""Couponholders'') are entitled to the benefit of, are bound by, and are deemed

to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions

applicable to them of the Paying Agency Agreement.

SNA13-4.41. Form, Denomination and Title

(a) Form and denomination: The Bonds are serially numbered and in bearer form in the

denomination of 450,000 each with Coupons attached on issue.

So long as the Bonds are represented by the temporary Global Bond or the permanent GlobalBond and the relevant clearing system(s) so permit, the Bonds shall be tradeable only in principalamounts of at least 750,000 and higher integral multiples of 71,000.

(b) Title: Title to the Bonds and Coupons passes by delivery. The holder of any Bond or Coupon will

(except as otherwise required by law) be treated as its absolute owner for all purposes (whether or

not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on

it, or its theft or loss) and no person will be liable for so treating the holder.

2. Guarantee and Status

RDA6-1

RDA6-2

RDA6-2

(a) Guarantee: The Guarantor has unconditionally and irrevocably guaranteed the due payment of all

sums expressed to be payable by the Issuer under the Trust Deed, the Bonds and the Coupons. Its

obligations in that respect (the ""Guarantee'') are contained in the Trust Deed.

SNA13-4.6(b) Status: The Bonds and Coupons constitute direct, unconditional and (subject to Condition

3) unsecured obligations of the Issuer and shall at all times rank pari passu and without any

preference among themselves. The payment obligations of the Issuer under the Bonds and the

Coupons and of the Guarantor under the Guarantee shall, subject as aforesaid and save for such

exceptions as may be provided by applicable law, at all times rank at least equally with all their

respective other present and future unsecured and unsubordinated obligations.

3. Negative Pledge

So long as any Bond or Coupon remains outstanding (as defined in the Trust Deed), neither the Issuer

nor the Guarantor will create, or have outstanding, any mortgage, charge, lien, pledge or other security

interest (other than a Permitted Security Interest) (each a ""Security Interest''), upon the whole or any

12

part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any

Relevant Indebtedness, or payment under any guarantee or indemnity granted by the Issuer or the

Guarantor in respect of any Relevant Indebtedness without at the same time or prior thereto according to

the Bonds and the Coupons the same security as is created or subsisting to secure any such Relevant

Indebtedness, guarantee or indemnity or such other security or other arrangement as either (i) the

Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the

Bondholders or (ii) shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of

the Bondholders.

For the purpose of these Conditions:

(i) ""Indebtedness'' means any indebtedness for or in respect of borrowed money, whether present or

future, actual or contingent

(ii) ""Permitted Security Interest'' means:

(a) any Security Interest arising solely by operation of law or

(b) any Security Interest upon the whole or any part of the present or future undertaking,

assets or revenues (including any uncalled capital) of any company which is acquired by

the Issuer or the Guarantor after 22 November 2006, and where such Security Interest was

created prior to the date of such acquisition provided that such Security Interest was not

created in contemplation of such acquisition and the amount thereby secured has not been

increased in contemplation of, or since the date of, such acquisition or

(c) any Security Interest in respect of Relevant Indebtedness which exists on 22 November

2006 or

(d) any Security Interest to secure Relevant Indebtedness incurred in connection with a

specifically identifiable project relating to a specific asset where recourse for the Relevant

Indebtedness so secured is substantially (which for the purpose of this sub-paragraph

means more than 85 per cent.) limited to such asset and the assets and cash flow generated

by the specifically identifiable project or

(e) any extension, renewal or replacement (or successive extensions, renewals or

replacements), as a whole or in part, of any Security Interest (the ""Original Security

Interest'') referred to in any of the foregoing paragraphs, or of any Relevant Indebtedness

secured thereby; provided that the principal amount of the Relevant Indebtedness so

secured does not exceed the principal amount of the Relevant Indebtedness so secured at

the time of such extension, renewal or replacement, as the case may be, and that such

extension, renewal or, as the case may be, replacement Security Interest will be limited to

all or any part of the same property (or property received in substitution or exchange

therefor and including any improvements made to such property) or shares (or shares

issued in substitution or exchange therefor) to which the Original Security Interest

related and

(iii) ""Relevant Indebtedness'' means any Indebtedness which is in the form of, or represented or

evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are,

or are intended to be (with the agreement of the issuer thereof), quoted, listed or dealt in or

traded on any stock exchange or over-the-counter or other securities market and which have an

original maturity of more than one year.

4. Interest

SNA13-4.8

SNA13-4.13

The Bonds bear interest from and including 27 November 2006 (the ""Issue Date'') at the rate of 4.25 per

cent. per annum, payable annually in arrear on 27 November in each year, commencing 27 November

2007 (each an ""Interest Payment Date''). Each Bond will cease to bear interest from the due date for

redemption unless, upon due presentation, payment of principal is improperly withheld or refused. In

such event it shall continue to bear interest at such rate (both before and after judgment) until whichever

is the earlier of (a) the day on which all sums due in respect of such Bond up to that day are received by

or on behalf of the relevant holder, and (b) the day seven days after the Trustee or the Principal Paying

Agent has notified Bondholders of receipt of all sums due in respect of all the Bonds up to that seventh

day (except to the extent that there is failure in the subsequent payment to the relevant holders under

these Conditions).

13

Where interest is to be calculated in respect of a period which is equal to or shorter than an Interest

Period (as defined below) the day-count fraction used will be the number of days in the relevant period,

from and including the date from which interest begins to accrue to but excluding the date on which it

falls due, divided by the number of days in the Interest Period in which the relevant period falls

(including the first such day but excluding the last). The period beginning on and including 27 November

2006 and ending on but excluding the first Interest Payment Date and each successive period beginning

on and including an Interest Payment Date and ending on but excluding the next succeeding Interest

Payment Date is called an ""Interest Period''.

5. Redemption and Purchase

SNA13-4.8

SNA13-4.9(a) Final redemption: Unless previously redeemed, or purchased and cancelled, the Bonds will be

redeemed at their principal amount on 27 November 2013. The Bonds may not be redeemed at

the option of the Issuer other than in accordance with this Condition.

(b) Redemption for taxation reasons: The Bonds may be redeemed at the option of the Issuer in

whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the

Bondholders (which notice shall be irrevocable), at their principal amount, (together with interest

accrued to the date fixed for redemption), if (i) the Issuer satisfies the Trustee immediately prior

to the giving of such notice that either it has or will become obliged to pay additional amounts as

provided or referred to in Condition 7 or the Guarantor would be unable for reasons outside its

control to procure payment by the Issuer and in making payment itself would be required to pay

such additional amounts, in either case as a result of any change in, or amendment to, the laws or

regulations of the relevant Taxing Jurisdiction (as defined in Condition 7) or any change in the

application or official interpretation of such laws or regulations, which change or amendment

becomes effective on or after 22 November 2006, and (ii) such obligation cannot be avoided by

the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest

date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such

additional amounts were a payment in respect of the Bonds (or the Guarantee, as the case may

be) then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the

Issuer shall deliver to the Trustee a certificate signed by two duly authorised officers of the Issuer

(or by two duly authorised officers of the Guarantor, as the case may be) stating that the

obligation referred to in (i) above cannot be avoided by the Issuer (or the Guarantor, as the case

may be) taking reasonable measures available to it and the Trustee shall be entitled to accept such

certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above

in which event it shall be conclusive and binding on the Bondholders and the Couponholders.

(c) Redemption at the option of the Bondholders:

A ""Put Event'' will be deemed to occur if:

(i) any person or any persons acting in concert (as defined in the City Code on Takeovers and

Mergers (in force on 22 November 2006), or any person or persons acting on behalf of any

such person(s) (each a ""Relevant Person''), at any time directly or indirectly own(s) or

acquire(s) such proportion of the Capital Stock of each of the Issuer and the Guarantor, in

each case as is entitled to exercise or direct the exercise of more than 50 per cent. of the

rights to vote to elect members of the board of directors of each of the Issuer and the

Guarantor (any such event being a ""Change of Control''),

provided that:

(1) for the avoidance of doubt, no Change of Control shall occur solely as a result of

either the Guarantor and/or any of its Subsidiaries at any time owning or acquiring

the relevant proportion of the Capital Stock of the Issuer or the Issuer and/or any

of its Subsidiaries at any time owning or acquiring the relevant proportion of the

Capital Stock of the Guarantor, but in such circumstances whether or not a Change

of Control shall occur shall be determined by reference to the test set out in the

paragraph immediately preceding this proviso applied solely to whichever of the

Guarantor or the Issuer owns (directly or through one or more Subsidiaries) the

relevant proportion of the Capital Stock of the other, and

14

(2) no Change of Control shall be deemed to occur if (A) all or substantially all of the

holders of the Capital Stock of the Relevant Person immediately after the event

which would otherwise have constituted a Change of Control were the holders of

the Capital Stock of each of the Issuer and/or the Guarantor with the same (or

substantially the same) pro rata economic interests in the share capital of the

Relevant Person as such shareholders had in the Capital Stock of the Issuer and/or

the Guarantor, respectively, immediately prior to such event, provided that such

event is not part of a pre-determined series of events which, taken together, will

constitute a Change of Control or (B) the event which would otherwise have

constituted a Change of Control occurs or is carried out for the purposes of a

reorganisation on terms approved in writing by the Trustee or by an Extraordinary

Resolution of the Bondholders; and

(ii) on the date (the ""Relevant Announcement Date'') that is the earlier of (1) the date of the

first public announcement of the relevant Change of Control and (2) the date of the

earliest Relevant Potential Change of Control Announcement (if any), the Bonds carry

from any Rating Agency (as defined below):

(A) an investment grade credit rating (Baa3/BBB-, or equivalent, or better), and such

rating from any Rating Agency is, within the Change of Control Period, either

downgraded to a non-investment grade credit rating (Ba1/BB°, or equivalent, orworse) (a ""Non-Investment Grade Rating'') or withdrawn and is not, within the

Change of Control Period, subsequently (in the case of a downgrade) upgraded to

an investment grade credit rating by such Rating Agency or

(B) a Non-Investment Grade Rating and such rating from any Rating Agency is, within

the Change of Control Period, either downgraded by one or more notches (by wayof example, Baa1 to Baa2 being one notch) or withdrawn and is not, within the

Change of Control Period, subsequently (in the case of a downgrade) upgraded to

its earlier credit rating or better by such Rating Agency or

(C) no credit rating and a Negative Rating Event also occurs,

provided that if at the time of the occurrence of the Change of Control the Bonds carry a

credit rating from more than one Rating Agency, at least one of which is investment grade,

then sub-paragraph (A) will apply; and

(iii) in making the relevant decision(s) referred to in paragraph (ii) above, the relevant Rating

Agency announces publicly or confirms in writing to the Issuer or the Trustee that such

decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or

the Relevant Potential Change of Control Announcement.

If a Put Event occurs, the holder of each Bond will have the option (a ""Put Option'') (unless prior

to the giving of the relevant Put Event Notice (as defined below) the Issuer has given notice of

redemption under Condition 5(b)) to require the Issuer to redeem or, at the Issuer's option,

purchase (or procure the purchase of) that Bond on the Put Date (as defined below) at its

principal amount together with interest accrued to but excluding the Put Date (as defined below).

Promptly upon the Issuer or the Guarantor becoming aware that a Put Event has occurred the

Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if

so requested by the holders of at least one-quarter in principal amount of the Bonds then

outstanding or if so directed by an Extraordinary Resolution of the Bondholders, shall, (subject in

each case to the Trustee being indemnified and/or secured to its satisfaction) give notice (a ""Put

Event Notice'') to the Bondholders in accordance with Condition 15 specifying the nature of the

Put Event and the procedure for exercising the Put Option.

To exercise the Put Option, the holder of the Bond must deliver such Bond at the specified office

of any Paying Agent at any time during normal business hours of such Paying Agent falling within

the period (the ""Put Period'') of 30 days after a Put Event Notice is given, accompanied by a duly

signed and completed notice of exercise in the form (for the time being current) obtainable from

the specified office of any Paying Agent (a ""Change of Control Put Notice''). The Bond should

be delivered together with all Coupons appertaining thereto maturing after the date which is seven

days after the expiration of the Put Period (the ""Put Date''), failing which, the Paying Agent will

15

require payment from or on behalf of the Bondholder of an amount equal to the face value of any

missing such Coupon. Any amount so paid will be reimbursed to the Bondholder against

presentation and surrender of the relevant missing Coupon (or any replacement therefore issued

pursuant to Condition 10) at any time after such payment, but before the expiry of the period of

five years from the date on which such Coupon would have become due, but not thereafter. The

Paying Agent to which such Bond and Change of Control Put Notice are delivered will issue to

the Bondholder concerned a non-transferable receipt in respect of the Bond so delivered. Payment

in respect of any Bond so delivered will be made, if the holder duly specified a bank account in the

Change of Control Put Notice to which payment is to be made, on the Put Date by transfer to that

bank account and, in every other case, on or after the Put Date against presentation and surrender

or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent.

A Change of Control Put Notice, once given, shall be irrevocable. For the purposes of these

Conditions, receipts issued pursuant to this Condition shall be treated as if they were Bonds. The

Issuer shall redeem or purchase (or procure the purchase of) the relevant Bonds on the Put Date

unless previously redeemed (or purchased) and cancelled.

If 80 per cent. or more in principal amount of the Bonds then outstanding have been redeemed or

purchased pursuant to this Condition 5(c), the Issuer may, on giving not less than 30 nor more

than 60 days' notice to the Bondholders (such notice being given within 30 days after the Put

Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the

remaining outstanding Bonds at their principal amount, together with interest accrued to but

excluding the date fixed for such redemption or purchase.

If the rating designations employed by any of Moody's, Fitch or S&P are changed from those

which are described in paragraph (ii) of the definition of ""Put Event'' above, or if a rating is

procured from a Substitute Rating Agency (as defined below), the Issuer shall determine, with

the agreement of the Trustee (not to be unreasonably withheld or delayed) the rating designations

of Moody's, Fitch or S&P or such Substitute Rating Agency (as appropriate) as are most

equivalent to the prior rating designations of Moody's, Fitch or S&P and this Condition 5(c) shall

be construed accordingly.

The Trustee is under no obligation to ascertain whether a Put Event or Change of Control or any

event which could lead to the occurrence of or could constitute a Put Event or Change of Control

has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the

contrary, the Trustee may assume that no Put Event or Change of Control or other such event has

occurred.

(d) Notice of redemption: All Bonds in respect of which any notice of redemption is given under this

Condition shall be redeemed or purchased, as the case may be, on the date specified in such notice

in accordance with this Condition.

(e) Purchase: The Issuer, the Guarantor and any of their respective Subsidiaries may at any time

purchase Bonds in the open market or otherwise at any price (provided that they are purchased

together with all unmatured Coupons relating to them). The Bonds so purchased, while held by or

on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries, shall not entitle the

holder to vote at any meetings of the Bondholders and shall not be deemed to be outstanding for

the purposes of calculating quorums at meetings of the Bondholders or for the purposes of

Condition 11(a).

(f) Cancellation: All Bonds so redeemed or purchased and any unmatured Coupons attached to or

surrendered with them will be cancelled and may not be re-issued or resold.

(g) Definitions: In these Conditions:

""Capital Stock'' means, with respect to any Person, any and all shares, interests, participations,

rights in or other equivalents (however designated, whether voting or non-voting) in equity of such

Person, whether outstanding at, or issued after, the Issue Date, including, without limitation, all

Common Stock and Preferred Stock, and any and all rights, warrants or options exchangeable for

or convertible into any thereof

""Change of Control Period'' means the period commencing on the Relevant Announcement Date

and ending 90 days after the Change of Control (or such longer period for which the Bonds are

under consideration (such consideration having been announced publicly within the period ending

16

90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating

Agency, such period not to exceed 60 days after the public announcement of such consideration)

""Common Stock'' means, with respect to any Person, any and all shares, interests or other

participations in, and other equivalents (however designated and whether voting or non-voting) of

such Person's common stock or ordinary shares, whether or not outstanding at, or issued after, the

Issue Date, and includes, without limitation, all series and classes of such common stock or

ordinary shares

a ""Negative Rating Event'' shall be deemed to have occurred if at such time as there is no rating

assigned to the Bonds by a Rating Agency (i) the Issuer does not, either prior to, or not later than

21 days after, the occurrence of the Change of Control seek, and thereafter use all reasonable

endeavours to obtain, a rating of the Bonds, or any other unsecured and unsubordinated debt

(a) of the Issuer, which is guaranteed on an unsecured and unsubordinated basis by the Guarantor

or (b) of the Guarantor, which is guaranteed on an unsecured and unsubordinated basis by the

Issuer or (ii) if the Issuer does so seek and use such endeavours, it is unable, as a result of the

occurrence of such Change of Control, to obtain such a rating of at least investment grade

""Person'' means any individual, corporation, partnership, limited liability company, joint venture,

association, joint-stock company, trust, unincorporated organisation or government or any agency

or political subdivision thereof

""Preferred Stock'' means, with respect to any Person, any and all shares, interests or other

participations in, and other equivalents (however designated and whether voting or non-voting) of

such Person's preferred stock or preference shares, whether or not outstanding at, or issued after,

the Issue Date, and includes, without limitation, all series and classes of such preferred stock or

preference shares

""Rating Agency'' means Moody's Investors Service, Inc. (""Moody's''), Fitch Ratings Ltd.

(""Fitch'') or Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc.

(""S&P'') or any of their respective successors or any rating agency (a ""Substitute Rating

Agency'') substituted for any of them by the Issuer from time to time with the prior written

approval of the Trustee

""Relevant Potential Change of Control Announcement'' means any public announcement or

statement by the Issuer, the Guarantor, any actual or potential bidder or any adviser acting on

behalf of any actual or potential bidder relating to any potential Change of Control where within

180 days following the date of such announcement or statement, a Change of Control occurs and

""Subsidiary'' means, with respect to any Person, any corporation or other business entity (a) of

which outstanding Capital Stock having at least a majority of votes entitled to be cast in the

election of directors is owned, directly or indirectly, by such Person and/or one or more

Subsidiaries of such Person, or (b) of which at least a majority of voting interest is owned, directly

or indirectly, by such Person and/or one or more Subsidiaries of such Person.

6. Payments

(a) Method of Payment: Payments of principal and interest will be made against presentation and

surrender (or, in the case of a partial payment, endorsement) of Bonds or the appropriate

Coupons (as the case may be) at the specified office of any Paying Agent. Payments of interest

due in respect of any Bond other than on presentation and surrender of matured Coupons shall be

made only against presentation and either surrender or endorsement (as appropriate) of the

relevant Bond.

(b) Payments subject to fiscal laws: Payments will be made at the specified office of any Paying

Agent by credit or transfer to a Euro account (or any other account to which Euro may be

credited or transferred) maintained by the payee with, a bank in a city in which banks have access

to the TARGET System (as defined below), subject in all cases to any applicable fiscal or other

laws and regulations in the place of payment, but without prejudice to the provisions of Condition

7. No commissions or expenses shall be charged to the Bondholders or Couponholders in respect

of such payments. In these Conditions ""TARGET System'' means the Trans-European

Automated Real-Time Gross Settlement Express Transfer (TARGET) System or any successor

thereto.

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(c) Surrender of unmatured Coupons: Each Bond should be presented for redemption together with

all unmatured Coupons relating to it, failing which the amount of any such missing unmatured

Coupon (or, in the case of payment not being made in full, that proportion of the amount of such

missing unmatured Coupon which the sum of principal so paid bears to the total principal amount

due) will be deducted from the sum due for payment. Each amount of principal so deducted will

be paid in the manner mentioned above against surrender of the relevant missing Coupon not later

than 10 years after the Relevant Date (as defined in Condition 7) for the relevant payment of

principal.

(d) Payments on business days: A Bond or Coupon may only be presented for payment on a day

which is a business day. No further interest or other payment will be made as a consequence of the

day on which the relevant Bond or Coupon may be presented for payment under this paragraph

falling after the due date. In this Condition ""business day'' means a day on which the TARGET

System is operating.

(e) Paying Agents: The initial Paying Agents and their initial specified offices are listed below. The

Issuer and the Guarantor reserve the right at any time with the approval of the Trustee to vary or

terminate the appointment of any Paying Agent and appoint additional or other Paying Agents,

provided that they will maintain (i) a Principal Paying Agent, (ii) a Paying Agent having a

specified office in London so long as the Bonds are admitted to the official list of the Financial

Services Authority in its capacity as competent authority under the Financial Services and

Markets Act 2000 and admitted to trading on the London Stock Exchange plc's Gilt-Edged and

Fixed Interest Market, (iii) a Paying Agent in a jurisdiction within continental Europe (other

than the United Kingdom) and (iv) (to the extent not already satisfied by the requirement in sub-

paragraph (iii)) a Paying Agent with a specified office in a European Union member state that

will not be obliged to withhold or deduct tax pursuant to any law implementing European Council

Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN

Council meeting of 26-27 November 2000. Notice of any change in the Paying Agents or their

specified offices will promptly be given to the Bondholders.

7. Taxation

All payments by or on behalf of the Issuer or the Guarantor in respect of the Bonds and the Coupons or

under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes,

duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or

assessed by or within the relevant Taxing Jurisdiction (as defined below), unless such withholding or

deduction is required by law. In that event the Issuer or, as the case may be, the Guarantor shall pay such

additional amounts as will result in receipt by the Bondholders and the Couponholders of such amounts

as would have been received by them had no such withholding or deduction been required, except that no

such additional amounts shall be payable in respect of any Bond or Coupon presented for payment:

(a) Relevant Taxing Jurisdiction: in the relevant Taxing Jurisdiction or

(b) Other connection: by or on behalf of a holder who is liable for such taxes, duties, assessments or

governmental charges in respect of such Bond or Coupon by reason of his having some connection

with the relevant Taxing Jurisdiction other than the mere holding of the Bond or Coupon or

(c) Presentation more than 30 days after the Relevant Date: more than 30 days after the Relevant

Date (as defined below) except to the extent that the holder of it would have been entitled to such

additional amounts on presenting such Bond or Coupon for payment on the last day of such period

of 30 days or

(d) Payment to individual: where such withholding or deduction is imposed on a payment to an

individual and is required to be made pursuant to European Council Directive 2003/48/EC or any

other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27

November 2000 on the taxation of savings income or any law implementing or complying with, or

introduced in order to conform to, such Directive or

(e) Payment by another Paying Agent: by or on behalf of a Bondholder or a Couponholder who would

have been able to avoid such withholding or deduction by (i) making or producing a declaration of

non-residence or other claim, certificate, document or other evidence establishing exemption

therefrom required by the laws of the relevant Taxing Jurisdiction to the relevant tax authority or

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(ii) presenting the relevant Bond or Coupon to another Paying Agent in a Member State of the

European Union or

(f) United States person: by a Bondholder who is a United States person or

(g) Connection with the United States: in respect of a tax, assessment or governmental charge that is

imposed or withheld solely by reason of the Bondholder, or a fiduciary, settlor, beneficiary,

member of or shareholder of the Bondholder if the Bondholder is an estate, trust, partnership or

corporation, or a person holding a power over an estate or trust administered by a fiduciary holder,

being considered as:

(i) being or having been present or engaged in trade or business in the United States or having

or having had a permanent establishment in the United States;

(ii) having a current or former relationship with the United States, including a relationship as a

citizen or resident thereof;

(iii) a personal holding company, a controlled foreign corporation or a passive foreign

investment company for United States federal income tax purposes or a corporation

subject to the accumulated earnings tax;

(iv) being or having been (1) a ""10-percent shareholder'' of the Issuer or the Guarantor as

defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as

amended (the ""Code''), or (2) a bank receiving interest described in

section 881(c)(3)(A) of the Code or

(h) Estate taxes etc.: in respect of any estate, inheritance, gift, sales, transfer, personal property or

similar tax, assessment or governmental charge or

(i) Foreign or fiduciary partnership: in respect of any tax, assessment or other governmental charge

which is payable by a holder that is not the beneficial owner of the Bond, or a portion thereof, or

that is a foreign or fiduciary partnership, but only to the extent that a beneficial owner, settlor with

respect to such fiduciary or member of the partnership would not have been entitled to the

payment of such additional amounts had the beneficial owner or member received directly its

beneficial or distributive share of the payment or

(j) Combination: any combination of the foregoing.

In these Conditions:

""Relevant Date'' means the date on which such payment first becomes due but if the full amount payable

has not been received by the Principal Paying Agent or the Trustee on or prior to such due date, it shall

mean the date on which, the full amount having been so received, notice to that effect shall have been

given to the Bondholders. Any reference in these Conditions to principal and/or interest shall be deemed

to include any additional amounts which may be payable under this Condition or any undertaking given

in addition to or substitution for it under the Trust Deed

""Taxing Jurisdiction'' means the United Kingdom or any political subdivision thereof, or any authority

therein or thereof, having power to tax (in the case of payments by the Issuer) or the Republic of Panama

and/or the United States, or any authority therein or thereof, having power to tax (in the case of

payments by the Guarantor) and

""United States'' means the United States of America (including the States and the District of

Columbia) and its territories, its possessions and other areas subject to its jurisdiction and ""United States

person'' means any individual who is a citizen or resident of the United States, a corporation or other

entity taxable as a corporation for U.S. federal income tax purposes, created or organised in or under the

laws of the United States or any of its political subdivisions; an estate the income of which is subject to

United States federal income taxation regardless of its source; and a trust if (a) a court within the United

States is able to exercise primary supervision over the administration of the trust and one or more United

States persons have the authority to control all substantial decisions of the trust, or (b) the trust has a

valid election in effect under applicable Treasury Regulations to be treated as a United States person.

8. Events of Default

If any of the following events occurs, the Trustee at its discretion may, and if so requested by holders of at

least one-quarter in principal amount of the Bonds then outstanding or if so directed by an Extraordinary

19

Resolution shall (subject, in each case, to being indemnified and/or secured to its satisfaction), give

notice to the Issuer that the Bonds are, and they shall immediately become, due and payable at their

principal amount together with accrued interest:

(a) Non-Payment: default is made in the payment of the principal of, the purchase price payable

pursuant to Condition 5(c) in respect of, or any interest on, any of the Bonds when due and such

default continues for a period of seven days in the case of principal or such purchase price, as the

case may be, and 14 days in the case of interest or

(b) Breach of Other Obligations: the Issuer or the Guarantor does not perform or comply with any

one or more of its other obligations in the Bonds or the Trust Deed which default is incapable of

remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee

remedied within 30 days after notice of such default shall have been given to the Issuer or the

Guarantor by the Trustee or

(c) Cross-Acceleration: (i) any other Applicable Indebtedness of the Issuer or the Guarantor or any

Principal Subsidiary (as defined below) becomes due and payable prior to its stated maturity by

reason of any event of default or the like (howsoever described), or (ii) any such Applicable

Indebtedness is not paid when due or, as the case may be, within any originally applicable grace

period, or (iii) the Issuer or the Guarantor or any Principal Subsidiary fails to pay when due any

amount payable by it under any present or future guarantee for, or indemnity in respect of, any

Applicable Indebtedness, save in any case where the Issuer, the Guarantor or the relevant

Principal Subsidiary, as the case may be, is contesting in good faith its obligation to make the

relevant payment and provided that the amount of the relevant Applicable Indebtedness,

guarantee and/or indemnity in respect of which one or more of the events mentioned above in this

paragraph (c) have occurred equals or exceeds U.S.$50,000,000 or its equivalent (as reasonably

determined by the Trustee) or, if greater, an amount equal to 0.25 per cent. of the Consolidated

Net Tangible Assets or

(d) Enforcement Proceedings: a distress, attachment, execution or other legal process is levied,

enforced or sued out on or against all of the property, assets or revenues of the Issuer, the

Guarantor or any Principal Subsidiary or such part thereof as is substantial when the value of such

part is compared with the aggregate value of the property, assets or revenues of Carnival

Corporation & plc and in any such case is not discharged or stayed within 60 days or

(e) Security Enforced: an encumbrancer takes possession or a receiver, administrative receiver,

administrator or other similar person is appointed of all of the assets or undertaking of the Issuer,

the Guarantor or any Principal Subsidiary or such part thereof as is substantial when the value of

such part is compared with the aggregate value of the assets or undertaking of Carnival

Corporation & plc and in any such case, other than the appointment of an administrator, is not

removed, paid out or discharged within 45 days or

(f) Winding-up: an order of a court of competent jurisdiction is made (and is not discharged or

stayed within a period of 60 days) or an effective resolution passed for the winding-up or

dissolution or administration of the Issuer, the Guarantor or any Principal Subsidiary, or the

Issuer or the Guarantor ceases or threatens to cease to carry on all or substantially all of its

business or operations, except for the purpose of and followed by a reconstruction, amalgamation,

reorganisation, merger or consolidation (i) on terms previously approved by the Trustee in writing

or by an Extraordinary Resolution of the Bondholders, or (ii) in the case of a Principal Subsidiary,

whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise

vested in the Issuer or the Guarantor, as the case may be, or one or more other Subsidiaries of the

Issuer or the Guarantor, as the case may be, or

(g) Insolvency: the Issuer, the Guarantor or any Principal Subsidiary is (or is deemed by a court to

be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend

payment of all or substantially all of its debts, proposes or makes a general conveyance or

assignment or an arrangement or composition with or for the benefit of the relevant creditors in

respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect

of or affecting any such debts or

(h) Guarantee: the Guarantee is not (or is claimed by the Guarantor not to be) in full force and

effect, unless (i) the Guarantor becomes the principal debtor under the Trust Deed, the Bonds

and the Coupons in accordance with the substitution provisions contained in the Trust Deed (as

20

summarised in Condition 11(c)) or (ii) the Guarantor merges, or is otherwise consolidated, with

the principal debtor under the Trust Deed, the Bonds and the Coupons at the time of any such

merger or consolidation or

(i) Analogous effect: any event occurs which, under the laws of any relevant jurisdiction, has an

analogous effect to any of the events referred to in paragraphs (d) to (g) (inclusive) above,

provided that (other than in the case of paragraph (a) and in respect of the Issuer and the Guarantor,

paragraph (g)) the Trustee shall have certified in writing that in its opinion such event is materially

prejudicial to the interests of the Bondholders.

In these Conditions:

""Applicable Indebtedness'' means any present or future indebtedness for or in respect of borrowed money

other than any Non-Recourse Financing Arrangement

""Auditors'' means the auditors for the time being of Carnival Corporation & plc or, if they are unable or

unwilling to carry out any action requested of them under these Conditions, such other firm of

accountants as may be nominated or approved in writing by the Trustee for the purpose

""Carnival Corporation & plc'' means, taken as a whole, (i) the Issuer and each of its Subsidiaries and

(ii) the Guarantor and each of its Subsidiaries

""Consolidated Operating Revenue'' means the total revenue of Carnival Corporation & plc for the most

recent fiscal year as shown in the audited consolidated financial statements contained or incorporated by

reference in the latest joint annual report on Form 10-K of the Issuer and the Guarantor (or any

successor or equivalent form thereto)

""Consolidated Net Tangible Assets'' means the aggregate amount of total assets of Carnival

Corporation & plc, after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names,

trademarks, patents and other like intangible assets, as shown on the audited consolidated balance sheet

contained or incorporated by reference in the latest joint annual report on Form 10-K of the Issuer and

the Guarantor

""Consolidated Relevant Total Assets'' means Carnival Corporation & plc's total assets less all intangible

assets (including, without limitation, goodwill and trademarks) as of the end of the most recent fiscal

year as shown in the audited consolidated financial statements contained or incorporated by reference in

the latest joint annual report on Form 10-K of the Issuer and the Guarantor (or any successor or

equivalent form thereto)

""Non-Recourse Financing Arrangement'' means a non-recourse financing arrangement under which the

creditor's right of recourse in respect of any Indebtedness is limited to a specific asset of the relevant

member of Carnival Corporation & plc or in the case of an asset or property, the asset or property is

collateral for the relevant financing and there is no further recourse by the relevant creditor against the

general assets of any member of Carnival Corporation & plc

""Operating Revenue'' means, in relation to a Subsidiary of the Issuer or a Subsidiary of the Guarantor, as

the case may be, its total revenue as shown for the most recent fiscal year in such entity's latest annual

audited or unaudited, as the case may be, unconsolidated accounts

""Principal Subsidiary'' means a Subsidiary of the Issuer or of the Guarantor, as the case may be,

(i) whose Relevant Total Assets are 10 per cent. or more of Consolidated Relevant Total Assets; or

(ii) whose Operating Revenue is 10 per cent. or more of Consolidated Operating Revenue,

provided that in the case of a Subsidiary of the Issuer or of the Guarantor, as the case may be, acquired or

disposed of after the end of the financial period to which the then latest audited consolidated financial

statements of Carnival Corporation & plc relate, in applying each of the above tests the reference in the

relevant defined terms to the latest audited consolidated financial statements for the financial period in

which the acquisition or disposal is made have been prepared and audited as aforesaid, shall be deemed to

be a reference to such first mentioned financial statements as if such Subsidiary had been shown in or

removed from, as applicable, such financial statements by reference to the then latest relevant financial

statements, adjusted as deemed appropriate by the Auditors after consultation with the Issuer and the

Guarantor or to which is transferred (whether alone or in combination with one or more other

Subsidiaries) all or substantially all of the business, undertaking and assets of another Subsidiary which

21

immediately prior to such transfer is a Principal Subsidiary, whereupon (a) the transferor Principal

Subsidiary shall immediately cease to be a Principal Subsidiary and (b) the transferee Subsidiary or

Subsidiaries shall immediately become Principal Subsidiaries, provided that on or after the date on which

the financial statements for the financial period current at the date of such transfer are published,

whether such transferor Subsidiary or such transferee Subsidiary or Subsidiaries is/are or is/are not a

Principal Subsidiary or Principal Subsidiaries, as the case may be, shall be determined pursuant to the

provisions of sub-paragraphs (i) and (ii) above.

A certificate signed by two duly authorised officers of the Issuer or the Guarantor, as the case may be, in

connection with whether a Subsidiary of the Issuer or the Guarantor, as the case may be, is or is not or

was or was not at any particular time or throughout any specified period a Principal Subsidiary may be

relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in

the absence of manifest error, be conclusive and binding on all parties and

""Relevant Total Assets'' means, in relation to a Subsidiary of the Issuer or a Subsidiary of the Guarantor,

as the case may be, its total assets less the aggregate of all receivables due from other Carnival

Corporation & plc companies and all intangible assets (including, without limitation, goodwill and

trademarks), as shown as of the end of its most recent fiscal year in its latest annual audited or unaudited,

as the case may be, unconsolidated balance sheet.

9. Prescription

SNA13-4.8Claims in respect of principal and interest will become void unless presentation for payment is made as

required by Condition 6 within a period of 10 years in the case of principal and five years in the case of

interest from the appropriate Relevant Date.

10. Replacement of Bonds and Coupons

If any Bond or Coupon is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified

office of the Paying Agent in London subject to all applicable laws and stock exchange or other relevant

authority requirements, upon payment by the claimant of the expenses incurred in connection with such

replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may

require (provided that the requirement is reasonable in the light of prevailing market practice). Mutilated

or defaced Bonds or Coupons must be surrendered before replacements will be issued.

11. Meetings of Bondholders, Modification, Waiver and Substitution

(a) Meetings of Bondholders: The Trust Deed contains provisions for convening meetings of

Bondholders to consider matters affecting their interests, including the sanctioning by

Extraordinary Resolution of a modification of any of these Conditions or any provisions of the

Trust Deed. Such a meeting may be convened by Bondholders holding not less than 10 per cent. in

principal amount of the Bonds for the time being outstanding. The quorum for any meeting

convened to consider an Extraordinary Resolution will be two or more persons holding or

representing a clear majority in principal amount of the Bonds for the time being outstanding, or at

any adjourned meeting two or more persons being or representing Bondholders whatever the

principal amount of the Bonds held or represented, unless the business of such meeting includes

consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which

interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, or

interest on, the Bonds, (iii) to change the currency of payment of the Bonds or the Coupons,

(iv) to modify the provisions concerning the quorum required at any meeting of Bondholders or the

majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the Guarantee, in

which case the necessary quorum will be two or more persons holding or representing not less than

75 per cent., or at any adjourned meeting not less than 25 per cent., in principal amount of the

Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding

on Bondholders (whether or not they were present at the meeting at which such resolution was

passed) and on all Couponholders.

(b) Modification and Waiver: The Trustee may agree, without the consent of the Bondholders or

Couponholders, to (i) any modification of any of the provisions of the Trust Deed which is of a

formal, minor or technical nature or is made to correct a manifest error, and (ii) any other

modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any

breach or proposed breach, of any of the provisions of the Trust Deed which is in the opinion of the

22

Trustee not materially prejudicial to the interests of the Bondholders. Any such modification,

authorisation or waiver shall be binding on the Bondholders and the Couponholders and, if the

Trustee so requires, such modification shall be notified to the Bondholders as soon as practicable.

(c) Substitution: The Trust Deed contains provisions permitting the Trustee to agree, subject to (i) the

Trustee being satisfied that the interest of the Bondholders will not be materially prejudiced by the

substitution and (ii) such amendment of the Trust Deed and such other conditions as the Trustee

may require, but without the consent of the Bondholders or the Couponholders, to the substitution

of certain other entities in place of the Issuer or of any previous substituted company, as principal

debtor under the Trust Deed and the Bonds. The Trust Deed also provides that, if so requested by

the Issuer or the Guarantor, the Trustee shall agree, without the consent of the Bondholders or the

Couponholders, to the substitution in place of the Issuer, or of any previous substituted company, as

principal debtor under the Trust Deed and the Bonds and the Coupons, of the Guarantor or any

Subsidiary of the Issuer or the Guarantor provided that (i) the Guarantee is in effect immediately

prior to such substitution and the payment obligations of the new principal debtor in respect of the

Bonds and Coupons and under the Trust Deed will be unconditionally and irrevocably guaranteed

by the Issuer and the Guarantor (except, in the case of the Guarantor, where the Guarantor is to

become the principal debtor); (ii) the Guarantor or such Subsidiary, as the case may be, enter into

or execute a trust deed or some other form of undertaking reasonably satisfactory to the Trustee,

pursuant to which the Guarantor or such Subsidiary agrees to be bound by the provisions of the

Trust Deed and the Bonds and the Coupons as fully as if the Guarantor or such Subsidiary had

been named in the Trust Deed and the Bonds and the Coupons as the principal debtor in place of

the Issuer, and (iii) where the new principal debtor is incorporated, domiciled or resident in, or

subject generally to the taxing jurisdiction of, a territory other than or in addition to the relevant

Taxing Jurisdiction of the Issuer, undertakings or covenants shall be given by the new principal

debtor in terms corresponding to the provisions of Condition 7, with references to the Taxing

Jurisdiction being deemed to be references to such other (or, as the case may be, to include

references to such other) additional territory, and (where applicable) Condition 7 shall be modified

accordingly. In the case of such a substitution the Trustee may agree, without the consent of the

Bondholders or Couponholders, to a change of the law governing the Bonds, the Coupons and/or

the Trust Deed provided that such change would not in the opinion of the Trustee be materially

prejudicial to the interests of the Bondholders.

(d) Entitlement of the Trustee: In connection with the exercise of its functions (including but not

limited to those referred to in this Condition) the Trustee shall have regard to the interests of the

Bondholders as a class and shall not have regard to the consequences of such exercise for individual

Bondholders or Couponholders and the Trustee shall not be entitled to require, nor shall any

Bondholder or Couponholder be entitled to claim, from the Issuer or the Guarantor any

indemnification or payment in respect of any tax consequence of any such exercise upon individual

Bondholders or Couponholders, except to the extent already provided for in Condition 7 and/or any

undertaking given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

12. Enforcement

The Trustee may, at any time, at its discretion and without further notice, institute such proceedings

against the Issuer and/or the Guarantor as it may think fit to enforce the terms of the Trust Deed, the

Bonds and the Coupons, but it need not take any such proceedings or any other action under the

Trust Deed unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in

writing by Bondholders holding at least one-quarter in principal amount of the Bonds outstanding, and

(b) it shall have been indemnified and/or secured to its satisfaction. No Bondholder or Couponholder

may proceed directly against the Issuer or the Guarantor unless the Trustee, having become bound so to

proceed, fails to do so within a reasonable time and such failure is continuing.

13. Indemnification of the Trustee and its contracting with the Issuer and the Guarantor

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from

responsibility. The Trustee is entitled to enter into business transactions with the Issuer and the

Guarantor and any entity related to the Issuer or the Guarantor without accounting for any profit.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enterinto business transactions with the Issuer and/or the Guarantor and/or any of their respective

23

Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or

relating to, the Issuer and/or the Guarantor and/or any of their respective Subsidiaries, (b) to exercise

and enforce its rights, comply with its obligations and perform its duties under or in relation to any such

transactions or, as the case may be, any such trusteeship without regard to the interests of, or

consequences for, the Bondholders or Couponholders, and (c) to retain and not be liable to account for

any profit made or any other amount or benefit received thereby or in connection therewith.

14. Further Issues

The Issuer may from time to time without the consent of the Bondholders or Couponholders create and

issue further securities either having the same terms and conditions as the Bonds in all respects (or in all

respects except for the first payment of interest on them) and so that such further issue shall be

consolidated and form a single series with the outstanding securities of any series (including the Bonds)

or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions

to the Bonds include (unless the context requires otherwise) any other securities issued pursuant to this

Condition and forming a single series with the Bonds. Any further securities forming a single series with

the outstanding securities of any series (including the Bonds) constituted by the Trust Deed or any deed

supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by

a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single

meeting of the Bondholders and the holders of securities of other series where the Trustee so decides.

15. Notices

Notices to Bondholders will be valid if published in a leading newspaper having general circulation in

London (which is expected to be the Financial Times) or, if in the opinion of the Trustee such

publication shall not be practicable, in another English language newspaper of general circulation in

Europe. Any such notice shall be deemed to have been given on the date of such publication or, if

published more than once, on the first date on which publication is made. Couponholders will be deemed

for all purposes to have notice of the contents of any notice given to the Bondholders in accordance with

this Condition.

16. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights

of Third Parties) Act 1999.

17. Governing Law and Jurisdiction

SNA13-4.3(a) Governing Law: The Trust Deed, the Bonds and the Coupons are governed by and shall be

construed in accordance with English law.

(b) Jurisdiction: The courts of England are to have jurisdiction to settle any disputes which may arise

out of or in connection with the Trust Deed, the Bonds or the Coupons and accordingly any legal

action or proceedings arising out of or in connection with the Trust Deed, the Bonds or the Coupons

(""Proceedings'') may be brought in such courts. The Guarantor acknowledges that the English

courts are the most appropriate and convenient courts to settle any Proceedings and the Guarantor

waives any objection to Proceedings in such courts whether on the grounds of inconvenient forum

or otherwise. The Trustee, the Bondholders and the Couponholders may take any Proceedings

against the Issuer or the Guarantor in any other court of competent jurisdiction and concurrent

Proceedings in any number of jurisdictions.

(c) Agent for Service of Process: The Guarantor has in the Trust Deed appointed the Issuer to accept

service of any Proceedings on its behalf and the Issuer has accepted such appointment.

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Summary of Provisions relating to the Bonds while in Global Form

The Temporary Global Bond and the Permanent Global Bond contain provisions which apply to the

Bonds while they are in global form, some of which modify the effect of the terms and conditions of the

Bonds set out in this Prospectus. The following is a summary of certain of those provisions:

1. Exchange

The Temporary Global Bond is exchangeable in whole or in part for interests in the Permanent Global

Bond on or after a date which is expected to be 8 January 2007 upon certification as to

non-U.S. beneficial ownership in the form set out in the Temporary Global Bond. The Permanent Global

Bond is exchangeable in whole but not in part (free of charge to the holder) for the definitive Bonds

described below (i) if the Permanent Global Bond is held on behalf of a clearing system and such

clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays,

statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or

(ii) if the Issuer would suffer a material disadvantage in respect of the Bonds as a result of a change in

the laws or regulations (taxation or otherwise) of any jurisdiction referred to in Condition 7 which would

not be suffered were the Bonds in definitive form and a certificate to such effect signed by two duly

authorised officers of the Issuer is delivered to the Trustee. Thereupon (in the case of (i) above) the

holder or the Trustee may give notice to the Principal Paying Agent, and (in the case of (ii) above) the

Issuer may give notice to the Trustee and the Bondholders, of its intention to exchange the Permanent

Global Bond for definitive Bonds on or after the Exchange Date (as defined below) specified in the

notice.

In the event that the Permanent Global Bond is exchanged for definitive Bonds, such definitive Bonds

shall be issued in the denomination of Euro 50,000 only. Bondholders who hold Bonds in the relevant

clearing system in amounts that are not integral multiples of Euro 50,000 may need to purchase or sell, on

or before the Exchange Date, a principal amount of Bonds such that their holding is an integral multiple

of Euro 50,000.

On or after the Exchange Date (as defined below) the holder of the Permanent Global Bond may

surrender the Permanent Global Bond to or to the order of the Principal Paying Agent. In exchange for

the Permanent Global Bond the Issuer will deliver, or procure the delivery of, an equal aggregate

principal amount of duly executed and authenticated definitive Bonds (having attached to them all

Coupons in respect of interest which has not already been paid on the Permanent Global Bond), security

printed in accordance with any applicable legal and stock exchange requirements and in or substantially

in the form set out in Schedule 1 to the Trust Deed. On exchange of the Permanent Global Bond, the

Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with

any relevant definitive Bonds.

""Exchange Date'' means a day falling not less than 60 days after that on which the notice requiring

exchange is given and on which banks are open for business in the city in which the specified office of the

Principal Paying Agent is located and, except in the case of exchange pursuant to (i) above, in the city in

which the relevant clearing system is located.

2. Payments

No payment will be made on the Temporary Global Bond unless exchange for an interest in the

Permanent Global Bond is improperly withheld or refused. Payments of principal and interest in respect

of Bonds represented by the Permanent Global Bond will be made against presentation for endorsement

and, if no further payment falls to be made in respect of the Bonds, surrender of the Permanent Global

Bond to or to the order of the Principal Paying Agent or such other Paying Agent as shall have been

notified to the Bondholders for such purpose. A record of each payment so made will be endorsed in the

appropriate schedule to the Permanent Global Bond, which endorsement will be prima facie evidencethat such payment has been made in respect of the Bonds. Condition 6(e)(iv) and Condition 7(e)(ii)

will apply to the definitive Bonds only.

3. Notices

So long as the Bonds are represented by a Global Bond and such Global Bond is held on behalf of a

clearing system, notices to Bondholders may be given by delivery of the relevant notice to that clearing

25

system for communication by it to entitled accountholders in substitution for publication as required by

the Conditions.

4. PrescriptionSNA13-4.8Claims against the Issuer in respect of principal and interest on the Bonds while the Bonds are

represented by the Permanent Global Bond will become void unless it is presented for payment within a

period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate

Relevant Date (as defined in Condition 7).

5. Put Option

For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global

Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, the option of the

Bondholders provided for in Condition 5(c) may be exercised by an accountholder giving notice to the

Principal Paying Agent in accordance with the standard procedures of Euroclear and Clearstream,

Luxembourg (which may include notice being given on his instructions by Euroclear or Clearstream,

Luxembourg or any common depositary for them to the Principal Paying Agent by electronic means) of

the principal amount of the Bonds in respect of which such option is exercised and at the same time

presenting or procuring the presentation of the relevant Global Bond to the Principal Paying Agent for

notation accordingly within the time limits set forth in that Condition.

6. Meetings

The holder of a Global Bond will be treated as being two persons for the purposes of any quorum

requirements of a meeting of Bondholders and, at any such meeting, as having one vote in respect of each

Euro 1,000 in principal amount of Bonds.

7. Purchase and Cancellation

Cancellation of any Bond required by the Conditions to be cancelled following its purchase will be

effected by reduction in the principal amount of the relevant Global Bond.

8. Trustee's Powers

In considering the interests of Bondholders while a Global Bond is held on behalf of a clearing system the

Trustee may have regard to any information provided to it by such clearing system or its operator as to the

identity (either individually or by category) of its accountholders with entitlements to such Global Bond

and may consider such interests as if such accountholders were the holder of such Global Bond.

9. Tradeable Amounts

So long as the Bonds are represented by a Global Bond and the relevant clearing system(s) so permit, the

Bonds shall be tradeable in minimum principal amounts of Euro 50,000 and higher integral multiples of

Euro 1,000.

26

Selected Consolidated Financial and Other Information of Carnival Corporation & plc

RDA9-11.3.3The selected consolidated financial information of Carnival Corporation & plc presented below (i) for the

years ended 30 November 2003, 2004 and 2005 is derived from Carnival Corporation & plc's audited

consolidated financial statements (except for certain November 2003 balance sheet information, which is

derived from a schedule of accounting records prepared by the management of Carnival Corporation & plc)

and (ii) for the nine months ended 31 August 2005 and 2006 is derived from Carnival Corporation & plc's

unaudited consolidated financial statements, and should be read in conjunction with the audited consolidated

financial statements and the unaudited consolidated financial statements, respectively, and the related notes

thereto, incorporated by reference in this Prospectus. See ""Documents Incorporated by Reference''.

Nine Months Ended31 August Year Ended 30 November

2006 2005 2005 2004 2003a

(in millions of U.S.$, except per share and other operating data)

Statement of operations and cashflow data:

RevenuesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9,029 8,521 11,094 9,727 6,718

Operating incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2,137 2,205 2,639 2,128 1,376

Net incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,863 1,917 2,253 1,809 1,187

Earnings per share:

Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2.32 2.38 2.80 2.25 1.65

Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2.25 2.29 2.70 2.18 1.62

Dividends declared per share ÏÏÏÏÏÏÏ 0.750 0.550 0.800 0.525 0.440

Cash from operationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2,828 2,792 3,410 3,216 1,933

Capital expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2,182 1,632 1,977 3,586 2,516

Other operating data (unaudited):

Available lower berth daysb ÏÏÏÏÏÏÏÏ 37,116,575 35,595,494 47,754,627 44,009,061 33,309,785

Occupancy percentagec and dÏÏÏÏÏÏÏÏÏ 107.0% 106.6% 105.6% 104.5% 103.4%

As of31 August As of 30 November

2006 2005 2004 2003

(in millions of U.S.$, except percentages)

Balance sheet and other data:

Total assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 29,866 28,349 27,548 24,450

Long term debt, excluding current portionÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 6,556 5,727 6,291 6,918

Total shareholders' equityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 17,879 16,883 15,672 13,752

Debt to capitale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 29.7% 30.3% 33.7% 35.0%

a Includes the results of Carnival plc since 17 April 2003.b Total annual passenger capacity for the period, assuming two passengers per cabin, that Carnival Corporation & plc offered for sale,

which is computed by multiplying passenger capacity by revenue-producing ship operating days in the period.c In accordance with cruise industry practice, occupancy percentage is calculated using a denominator of two passengers per cabin even

though some cabins can accommodate three or more passengers. The percentages in excess of 100 per cent. indicate that more than two

passengers occupied some cabins.d Occupancy percentage includes the three ships chartered to the Military Sealift Command in the first quarter of 2006 in connection

with the Hurricane Katrina relief efforts at 100 per cent. occupancy.e Percentage of total debt to the sum of total debt and shareholders' equity.

27

Carnival Corporation & plc

RDA9-4.1.1

RDA9-4.1.2

RDA9-4.1.3

The Issuer is a public limited company incorporated in England and Wales in July 2000 with registration

number 4039524. The Guarantor was incorporated under the laws of the Republic of Panama in November

1974.

On 17 April 2003, the Guarantor and the Issuer (formerly known as P&O Princess Cruises plc) entered into a

dual listed company (""DLC'') structure, which effectively made the Guarantor and the Issuer a single

economic entity. Also on that date, P&O Princess Cruises plc changed its name to Carnival plc. See

""Ó Description of the DLC Transaction'' below.

RDA9-6.1The Issuer and the Guarantor have retained their separate legal identities and each company's shares are

publicly traded on the New York Stock Exchange (""NYSE'') for the Guarantor and the London Stock

Exchange for the Issuer. In addition, the Issuer's American Depositary Shares (""ADSs'') are traded on the

NYSE. Carnival Corporation & plc is the only group to be included in both the S&P 500 and the

FTSE 100 indices.

RDA9-4.1.4The Issuer's principal executive offices are located at Carnival House, 5 Gainsford Street, London SE1 2NE,

United Kingdom and its telephone number is °44 20 7940 5381. The Guarantor's principal executive offices

are located at 3655 N.W. 87th Avenue, Miami, Florida 33178, United States of America and its telephone

number is °1 305 599 2600.

Principal Business Activities

RDA9-5.1.1

RDA9-5.1.2

Carnival Corporation & plc form the largest cruise vacation group in the world, with a portfolio of cruise

brands in North America, Europe and Australia, comprised of Carnival Cruise Lines, Holland America Line,

Princess Cruises, Seabourn Cruise Line, Windstar Cruises, AIDA Cruises, Costa Cruises, Cunard Line,

Ocean Village, P&O Cruises, Swan Hellenic and P&O Cruises Australia.

As at 20 November 2006 these brands together owned and operated 81 ships totalling approximately

144,000 lower berths with 17 new ships scheduled to enter service between March 2007 and spring 2010.

Carnival Corporation & plc also owns and operates tour companies in Alaska and the Canadian Yukon,

Holland America Tours and Princess Tours, respectively.

Description of the DLC Transaction

RDA9-6.2The contracts governing the DLC transaction provide that the Issuer and the Guarantor each continue to have

separate boards of directors, but the boards and senior executive management of both companies are identical.

The amendments to the constituent documents of each of the Issuer and the Guarantor also provide that, on

most matters, including the election of members of the board of directors of each of the Issuer and the

Guarantor, the holders of the common equity of both companies effectively vote as a single body. On specified

matters where the interests of the Guarantor's shareholders may differ from the interests of the Issuer's

shareholders (a ""class rights action''), each shareholder body will vote separately as a class, such as

transactions primarily designed to amend or unwind the DLC structure. Generally, no class rights action will

be implemented unless approved by both shareholder bodies.

Upon the closing of the DLC transaction, the Issuer and the Guarantor also executed the Equalisation and

Governance Agreement, which provides for the equalisation of dividends and liquidation distributions based

on an equalisation ratio and contains provisions relating to the governance of the DLC structure. Because the

current equalisation ratio is 1 to 1, one Issuer ordinary share is entitled to the same distributions, subject to the

terms of the Equalisation and Governance Agreement, as one share of Guarantor common stock. In a

liquidation of either company or both companies, if the hypothetical potential per share liquidation

distributions to each company's shareholders are not equivalent, taking into account the relative value of the

two companies' assets and the indebtedness of each company, to the extent that one company has greater net

assets so that any liquidation distribution to its shareholders would not be equivalent on a per share basis, the

company with the ability to make a higher net distribution is required to make a payment to the other

company to equalise the possible net distribution to shareholders, subject to certain exceptions.

At the closing of the DLC transaction, the Issuer and the Guarantor also executed deeds of guarantee. Under

the terms of the Guarantor's deed of guarantee, the Guarantor has agreed to guarantee all indebtedness and

certain other monetary obligations of the Issuer that are incurred under agreements entered into on or after the

closing date of the DLC transaction. The terms of the Issuer's deed of guarantee are identical to those of the

28

Guarantor's. In addition, the Issuer and the Guarantor have each extended their respective deeds of guarantee

to the other's pre-DLC indebtedness and certain other monetary obligations, or alternatively standalone

guarantees in lieu of utilisation of these deeds of guarantee, thus effectively cross-guaranteeing all

indebtedness and other monetary obligations of the Issuer and of the Guarantor. Each deed of guarantee

provides that the creditors to whom the obligations are owed are intended third party beneficiaries of such

deed of guarantee. The Bonds have the benefit of a separate standalone guarantee from the Guarantor, the

terms of which will be set out in the Trust Deed, and as such will not receive the benefit of the Guarantor's

DLC deed of guarantee described above.

Under the terms of the DLC transaction documents, the Issuer and the Guarantor are permitted to transfer

assets between the companies, make loans or investments in each other and otherwise enter into intercompany

transactions. The companies have entered into some of these types of transactions and expect to enter into

additional transactions in the future to take advantage of the flexibility provided by the DLC structure and to

operate both companies as a single unified economic enterprise in the most effective manner. In addition,

under the terms of the Equalisation and Governance Agreement and the deeds of guarantee, the cash flow and

assets of one company are required to be used to pay the obligations of the other company, if necessary.

Executive Officers and Directors of Carnival Corporation & plc

RDA9-9.1The following persons are the Executive Officers of Carnival Corporation & plc as at the date of this

Prospectus:

Name Title1

Micky Arison Chairman of the Board of Directors and Chief Executive Officer

Richard D. Ames Senior Vice President Shared Services

Alan B. Buckelew President of Princess Cruises

Gerald R. Cahill Executive Vice President and Chief Financial and Accounting Officer

Pamela C. Conover President and Chief Executive Officer of Seabourn Cruise Line Limited

Robert H. Dickinson President and Chief Executive Officer of Carnival Cruise Lines and Director

David K. Dingle Managing Director of Carnival UK and P&O Cruises

Pier Luigi Foschi Chairman and Chief Executive Officer of Costa Crociere, S.p.A. and Director

Howard S. Frank Vice Chairman of the Board of Directors and Chief Operating Officer

Ian J. Gaunt Senior Vice President International

Stein Kruse President and Chief Executive Officer of Holland America Line Inc.

Arnaldo Perez Senior Vice President, General Counsel and Secretary

Peter G. Ratcliffe Chief Executive Officer of P&O Princess Cruises International and Director

1 Titles listed relate to positions within Carnival Corporation and Carnival plc unless otherwise noted.

The following persons are the members of the Boards of Directors of Carnival Corporation and Carnival plc as

at the date of this Prospectus. The business address of each Executive Officer and Director of Carnival

Corporation & plc is 3655 N.W. 87th Avenue, Miami, Florida 33178, United States of America.

Micky Arison, age 57, has been Chairman of the Board of Directors of Carnival Corporation since October

1990 and a Director since June 1987. He became a Director and Chairman of the Board of Directors of

Carnival plc in April 2003. He has been Chief Executive Officer of Carnival Corporation since 1979 and

became Chief Executive Officer of Carnival plc in April 2003.

Ambassador Richard G. Capen, Jr., age 72, has been a Director of Carnival Corporation since April 1994 and

a Director of Carnival plc since April 2003. He is currently a corporate director, author and business

consultant. From 1992 to 1993, Ambassador Capen served as United States Ambassador to Spain. From 1989

to 1991, Ambassador Capen served as Vice Chairman of Knight-Ridder, Inc. Ambassador Capen was the

Chairman and Publisher of the Miami Herald from 1983 to 1989. Ambassador Capen is a member of the

board of directors of the Fixed Income Funds of The Capital Group, the New Economy Fund and Smallcap

World Fund.

Robert H. Dickinson, age 64, has been a Director of Carnival Corporation since June 1987 and a Director of

Carnival plc since April 2003. Since May 2003, Mr. Dickinson has served as President and Chief Executive

Officer of the Carnival Cruise Lines division of Carnival Corporation. From May 1993 through May 2003,

29

Mr. Dickinson was President and Chief Operating Officer of Carnival Cruise Lines. He is a member of the

Board of Directors of Watsco, Inc.

Arnold W. Donald, age 51, has been a Director of Carnival Corporation since January 2001 and a Director of

Carnival plc since April 2003. Since January 2006, Mr. Donald has served as President and Chief Executive

Officer of Juvenile Diabetes Research Foundation International. From March 2000 to November 2005,

Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop

sweetener products, including the Equal» and Canderel» brands. From March 2000 to March 2003, he was

also the Chief Executive Officer of Merisant Company. From January 1998 to March 2000 he was Senior

Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods,

and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company's

agricultural sector. He is a member of the Board of Directors of Crown Cork & Seal Company, Inc., The

Laclede Group, Oil-Dri Corporation of America, Russell Corporation and The Scotts Company.

Pier Luigi Foschi, age 60, has been a Director of Carnival Corporation and of Carnival plc since April 2003.

He has been Chief Executive Officer of Costa Crociere S.p.A., a subsidiary of Carnival plc and Chairman of

its Board since January 2000.

Howard S. Frank, age 65, has been Vice Chairman of the Board of Directors of Carnival Corporation since

October 1993 and a Director since April 1992. He has been a Director, Vice Chairman of the Board of

Directors and Chief Operating Officer of Carnival plc since April 2003. He has served as Chief Operating

Officer of Carnival Corporation since January 1998.

Richard J. Glasier, age 61, has been a Director of Carnival Corporation and Carnival plc since July 2004.

From July 2002 to May 2005, Mr. Glasier was President of Argosy Gaming Company, an owner and operator

of casinos, and its Chief Executive Officer from May 2003 until October 2005. From November 1995 to July

2002, Mr. Glasier was Executive Vice President and Chief Financial Officer of Royal Caribbean Cruises Ltd.

Baroness Hogg, age 60, has been a Director of Carnival Corporation since April 2003 and a Director of

Carnival plc since October 2000. She is Chairman of 3i Group Plc and Frontier Economics Ltd. and Deputy

Chairman of GKN plc. She is also a member of the Board of Directors of BG Group plc and a member of the

Financial Reporting Counsel. Sarah Hogg was Head of the Prime Minister's Policy Unit, with the rank of

Second Permanent Secretary, from 1990-1995 and served as a non-executive Director of The Peninsular and

Oriental Steam Navigation Company (""P&O'') between 1999 and October 2000.

A. Kirk Lanterman, age 74, has been a Director of Carnival Corporation since April 1992 and a Director of

Carnival plc since April 2003. He has been non-executive Chairman of the Board of Holland America Line

Inc. (""HAL''), a subsidiary of Carnival plc, since December 2004. He was Chairman of the Board and Chief

Executive Officer of HAL from November 2003 to November 2004. From August 1999 to November 2003,

he was Chairman of the Board, President and Chief Executive Officer of HAL.

Modesto A. Maidique, age 66, has been a Director of Carnival Corporation since April 1994 and a Director of

Carnival plc since April 2003. He has been President of Florida International University (""FIU'') since 1986.

Prior to assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts Institute of Technology,

Harvard University and Stanford University. Dr. Maidique has also served as Vice President and General

Manager of the Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as President

and Chief Executive Officer of Gerome Therapeutics Collaborative Research, Inc., a genetics engineering

firm, and as General Partner of Hambrecht & Quist, a venture capital firm. Dr. Maidique is a director of

National Semiconductor, Inc.

Sir John Parker, age 64, has been a Director of Carnival Corporation since April 2003 and a non-executive

Director of Carnival plc since October 2000. He was Deputy Chairman of Carnival plc from September 2002

to April 2003. He is the non-executive Chairman of National Grid plc and Chairman of The Peninsular and

Oriental Steam Navigation Company. He is also Senior Non-executive Director of the Court of the Bank of

England and Chancellor of the University of Southampton. He was formerly a non-executive Director of

GKN plc and Brambles Industries plc, Chairman of Babcock International Group plc, Chairman of RMC

Group plc and President of the Royal Institution of Naval Architects. Sir John Parker has been a member of

the General Committee of Lloyds Register of Shipping since 1983 and was Chairman of its Technical

Committee from 1993 until 2002.

Peter G. Ratcliffe, age 58, has been a Director of Carnival Corporation since April 2003 and a Director of

Carnival plc since October 2000. He was Carnival plc's Chief Executive Officer until April 2003. He is now

30

Chief Executive Officer of P&O Princess Cruises International comprised of Cunard Line, Ocean Village,

P&O Cruises, P&O Cruises (Australia), P&O Travel, Princess Cruises, Princess Tours and Swan Hellenic.

Stuart Subotnick, age 64, has been a Director of Carnival Corporation since July 1987 and a Director of

Carnival plc since April 2003. Mr. Subotnick has been a general partner and the Executive Vice President of

Metromedia Company since July 1986. He is a Director of Abovenet Inc., Big City Radio Inc. and

Metromedia International Group, Inc.

Uzi Zucker, age 70, has been a Director of Carnival Corporation since July 1987 and a Director of Carnival

plc since April 2003. Mr. Zucker was a Senior Managing Director of Bear, Stearns & Co. until he retired in

December 2002. Mr. Zucker is now a private investor.

RDA9-9.2There are no potential conflicts of interests between the duties to Carnival Corporation & plc of any of the

Executive Officers and Directors listed above and his/her private interests and/or other duties.

31

Taxation

United Kingdom Taxation

The comments below are of a general nature based on current United Kingdom law and HM Revenue &

Customs published practice. They do not necessarily apply where the interest on the Bonds is deemed for tax

purposes to be the income of any person other than the holder of the Bond or Coupon. They relate only to the

position of persons who are the absolute beneficial owners of their Bonds and Coupons and may not apply to

certain classes of persons such as dealers or certain professional investors. The following is a general guide to

the question of whether payments of interest on the Bonds may be made without withholding or deduction for

or on account of United Kingdom income tax, and to the applicability of United Kingdom stamp duty and

stamp duty reserve tax to the issue and transfer of the Bonds, and does not deal with other United Kingdom

tax consequences that might arise from holding the Bonds, and should be treated with appropriate caution.

Any Bondholders who are in doubt as to their tax position should consult their professional advisers.

Interest

1. While the Bonds continue to be listed on a recognised stock exchange within the meaning of Section 841

of the Income and Corporation Taxes Act 1988 payments of interest may be made without withholding or

deduction for or on account of income tax. The London Stock Exchange is a recognised stock exchange

for these purposes. Under an HM Revenue & Customs published practice, securities will be treated as

listed on the London Stock Exchange if they are admitted to the Official List and are admitted to trading

on the Market.

If the Bonds cease to be listed, interest will generally be paid under deduction of income tax at the lower

rate (currently 20 per cent.) unless:

(i) when that interest is paid the company which makes the payment reasonably believes that the person

beneficially entitled to the interest is:

(a) a company resident in the United Kingdom; or

(b) a company not resident in the United Kingdom which carries on a trade or vocation in the

United Kingdom through a permanent establishment and which brings into account the

interest in computing its United Kingdom taxable profits in respect of that permanent

establishment; or

(c) a partnership each member of which is a company referred to in (a) or (b) above or a

combination of companies referred to in (a) or (b) above.

or

(ii) the Issuer has received a direction to the contrary from HM Revenue & Customs in respect of such

relief as may be available pursuant to the provisions of any applicable double taxation treaty.

2. Persons in the United Kingdom paying interest to or receiving interest on behalf of another person who is

an individual may be required to provide certain information to HM Revenue & Customs regarding the

identity of the payee or person entitled to the interest and, in certain circumstances, such information may

be exchanged with tax authorities in other countries.

3. The references to ""interest'' above mean ""interest'' as understood in United Kingdom tax law. The

statements above do not take any account of any different definitions of ""interest'' or ""principal'' which

may prevail under any other law or which may be created by the terms and conditions of the Bonds or any

related documentation.

4. The interest has a United Kingdom source and accordingly may be chargeable to United Kingdom tax by

direct assessment. Where the interest is paid without withholding or deduction, the interest will not be

assessed to United Kingdom tax in the hands of holders of the Bonds who are not resident for tax purposes

in the United Kingdom, except where such persons carry on a trade, profession or vocation in the United

Kingdom through a United Kingdom branch or agency, or in the case of a corporate holder, a United

Kingdom permanent establishment in connection with which the interest is received or to which the

Bonds are attributable, in which case (subject to exceptions for interest received by certain categories of

agent) tax may be levied on the United Kingdom branch, agency or permanent establishment.

32

If interest were paid under deduction of United Kingdom income tax (e.g. if the Bonds lost their listing),

Bondholders who are not resident in the United Kingdom may be able to recover all or part of the tax

deducted if there is an appropriate provision in an applicable double taxation treaty.

Bondholders should note that the provisions relating to additional amounts referred to in Condition 7 of

the Terms and Conditions of the Bonds above would not apply if HM Revenue & Customs sought to

assess directly the person entitled to the relevant interest to United Kingdom tax. However, exemption

from, or reduction of, such United Kingdom tax liability might be available under an applicable double

taxation treaty.

EU Directive on the Taxation of Savings Income

The European Union has adopted a Directive regarding the taxation of savings income. The Directive requires

Member States to provide to the tax authorities of other Member States details of payments of interest and

other similar income paid by a person to an individual in another Member State, except that Belgium,

Luxembourg and Austria will instead impose a withholding system for a transitional period unless during such

period they elect otherwise.

United Kingdom Stamp Duty and Stamp Duty Reserve Tax

No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue or transfer by delivery of a

Bond or on its redemption.

United States Taxation

IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the United States Internal

Revenue Service (the ""IRS''), each investor is hereby notified that: (a) any discussion of U.S. federal tax

issues in this Prospectus is not intended or written by the Issuer or the Guarantor to be relied upon, and

cannot be relied upon by the investor, for the purpose of avoiding penalties that may be imposed on such

investor under the Internal Revenue Code; (b) such discussion is written in connection with the promotion or

marketing of the transactions or matters addressed herein; and (c) each investor should seek advice based on

its particular circumstances from an independent tax adviser.

The following is a general summary of certain material United States federal income tax consequences of the

ownership and disposition of Bonds by Non-U.S. Holders, as defined below. This discussion is based on

existing provisions of the United States Internal Revenue Code of 1986, as amended (the ""Code''), final and

temporary Treasury Regulations promulgated thereunder, administrative pronouncements or practice, judicial

decisions, and interpretations of the foregoing, all as of the date of this Prospectus. Future legislative, judicial

or administrative modifications, revocations or interpretations, which may or may not be retroactive, may

result in U.S. federal income tax consequences significantly different from those discussed herein. This

discussion is not binding on the IRS. No ruling has been or will be sought or obtained from the IRS with

respect to any of the U.S. federal income tax consequences discussed herein. There can be no assurance that

the IRS will not challenge any of the conclusions described herein or that a U.S. court will not sustain such

challenge.

As used herein, (A) a ""Holder'' is any beneficial owner of Bonds; (B) a ""U.S. Person'' is any person that is

(i) a citizen or individual resident of the United States; (ii) a corporation, or other entity taxable as a

corporation for U.S. federal income tax purposes, created or organised in or under the laws of the United

States or any of its political subdivisions; (iii) an estate the income of which is subject to U.S. federal income

taxation regardless of its source; and (iv) a trust if (a) a court within the United States is able to exercise

primary supervision over the administration of the trust and one or more U.S. Persons have the authority to

control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable

Treasury Regulations to be treated as a U.S. Person; (C) a ""Non-U.S. Holder'' is any Holder that is an

individual corporation, estate or trust that is not described in paragraphs (B)(i), (ii), (iii) or (iv). If a pass-

through entity, including partnership or other entity taxable as a partnership for U.S. federal income tax

purposes, holds Bonds, the U.S. federal income tax treatment of an owner or partner generally will depend

upon the status of such owner or partner and upon the activities of the pass-through entity. A non-U.S. person

that is an owner or partner of a pass-through entity holding Bonds is urged to consult its own tax adviser.

This discussion does not address any U.S. federal alternative minimum tax, U.S. federal estate, gift, or other

non-income tax; or state, local or non-U.S. tax consequences of the ownership and disposition of Bonds. In

addition, this discussion does not address the U.S. federal income tax consequences to certain categories of

33

Non-U.S. Holders subject to special rules, including Non-U.S. Holders that are (i) banks, financial

institutions or insurance companies, (ii) regulated investment companies, (iii) brokers or dealers in securities

or currencies, (iv) Holders that hold Bonds as part of a hedge, straddle, conversion transaction or a synthetic

security or other integrated transaction, and (v) U.S. expatriates. Furthermore, this discussion does not

address U.S. federal income tax consequences applicable to Holders of equity interests in a beneficial owner of

Bonds.

This discussion assumes that Bonds are held as capital assets, within the meaning of Section 1221 of the Code.

INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE

APPLICATION OF THE U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR

CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS

OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY

APPLICABLE TAX TREATY.

Ownership of Bonds

Payments of Interest. Under the ""branch tax'' rules of the Code, it is possible that, notwithstanding that the

Issuer is a United Kingdom corporation and the Guarantor is a Panamanian corporation, some or all interest

payable on the Bonds may be treated as U.S. source income for U.S. federal income tax purposes. If any

interest paid on the Bonds is determined to be U.S. source income, the 30 per cent. U.S. federal withholding

tax will not apply to any such payment of interest to a Non-U.S. Holder on a bond provided that (i) the

Holder does not actually or constructively own 10 per cent. or more of the total combined voting power of all

classes of the Issuer's or the Guarantor's stock that are entitled to vote within the meaning of

Section 871(h)(3) of the Code; (ii) the Holder is not a ""controlled foreign corporation'' that is related to the

Issuer or the Guarantor within the meaning of Section 864(d)(4) of the Code; (iii) the Holder is not a bank

whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code; (iv) the interest is not

effectively connected with the conduct by the Holder of a trade or business in the United States; and (v) the

Holder provides its name and address, and certify, under penalties of perjury, that (a) the Holder is not a

U.S. Person (which certification may be made on an IRS Form W-8BEN (or successor form)) or (b) the

Holder holds its Bonds through certain foreign intermediaries, and the Holder and the foreign intermediary

satisfy the certification requirements of applicable U.S. Treasury regulations.

Special certification rules apply to Non-U.S. Holders that are pass-through entities rather than corporations or

individuals.

If a Non-U.S. Holder cannot satisfy the requirements described above and if interest on the Bonds is treated

as U.S. source income, payments of interest will be subject to the 30 per cent. U.S. federal withholding tax,

unless such Holder provides the Issuer and the Guarantor with a properly executed (1) IRS Form W-8BEN

(or successor form) claiming an exemption from or reduction in withholding under the benefit of any

applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the note is

not subject to withholding tax because it is effectively connected with the Holder's conduct of a trade or

business in the United States. If a Non-U.S. Holder is engaged in a trade or business in the United States and

interest on a Bond is effectively connected with the conduct of that trade or business, such Holder will be

subject to U.S. federal income tax on that interest on a net income basis (although the Holder will be exempt

from the 30 per cent. withholding tax, provided it satisfies the certification requirements described above) in

the same manner as if the Holder were a U.S. Person as defined under the Code, regardless of whether interest

paid on the Bonds is determined to be U.S. source income or not. In addition, if a Non-U.S. Holder is a

foreign corporation, it may be subject to a branch profits tax equal to 30 per cent. (or lower applicable treaty

rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with

its conduct of a trade or business in the United States.

Disposition of Bonds

A Non-U.S. Holder of a Bond generally will not be subject to U.S. federal income tax on gain realised on the

sale, exchange, retirement or other disposition of a Bond unless (i) the gain is effectively connected with the

conduct by such Non-U.S. Holder of a U.S. trade or business, or (ii) in the case of a Non-U.S. Holder who is

a non-resident alien individual, the individual is present in the United States for 183 days or more during the

taxable year of the sale, exchange, retirement or other disposition and certain other conditions are met.

34

Information Reporting and Backup Withholding

A Non-U.S. Holder generally will not be subject to backup withholding and information reporting with

respect to payments that the Issuer or the Guarantor makes to such Holder provided that the Issuer or the

Guarantor does not have actual knowledge or reason to know that such Holder is a U.S. Person and has given

the Issuer and the Guarantor the statement described above under ""Ownership of Bonds Ó Payments of

Interest''. In addition, a Non-U.S. Holder will not be subject to backup withholding or information reporting

with respect to the proceeds of the sale of a Bond within the United States or conducted through certain

U.S.-related financial intermediaries, if the payor receives the statement described above and does not have

actual knowledge or reason to know that the Holder is a U.S. Person, as defined under the Code, or the Holder

otherwise establishes an exemption. However, the Issuer and the Guarantor may be required to report

annually to the IRS and to each Holder the amount of, and the tax withheld with respect to, any interest paid

to such Holder, regardless of whether any tax was actually withheld. Copies of these information returns may

also be made available under the provisions of a specific treaty or agreement to the tax authorities of the

country in which the Non-U.S. Holder resides. Any amounts withheld under the backup withholding rules will

be allowed as a refund or a credit against a Holder's U.S. federal income tax liability provided the required

information is furnished timely to the IRS.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR

GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON THE

PARTICULAR SITUATION OF AN INVESTOR. EACH INVESTOR SHOULD CONSULT ITS

OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES TO IT OF THE

OWNERSHIP AND DISPOSITION OF THE BONDS INCLUDING THE TAX CONSEQUENCES

UNDER STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS

OF CHANGES IN UNITED STATES OR OTHER TAX LAWS.

35

Subscription and Sale

SNA13-4.14Barclays Bank PLC, Merrill Lynch International, The Royal Bank of Scotland plc, UBS Limited, Banc of

America Securities Limited, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Deutsche Bank AG,

London Branch, HSBC Bank plc, J.P. Morgan Securities Ltd., Lloyds TSB Bank plc and Soci πet πe G πen πerale,

London Branch (together, the ""Managers'') have, pursuant to a Subscription Agreement dated 22 November

2006, jointly and severally agreed with the Issuer and the Guarantor, subject to the satisfaction of certain

conditions, to subscribe the Bonds at 99.532 per cent. of their principal amount. The Managers are entitled to

terminate the Subscription Agreement in certain circumstances prior to payment to the Issuer. The Issuer and

the Guarantor have agreed to indemnify the Managers against certain liabilities in connection with the issue of

the Bonds.

United States

The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold

within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions

exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the

meanings given to them by Regulation S under the Securities Act.

The Bonds are subject to U.S. tax law requirements and may not be offered, sold or delivered within the

United States or its possessions or to a United States person, except in certain transactions permitted by

U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal

Revenue Code and regulations thereunder.

Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or

deliver the Bonds (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of

the commencement of the offering and the Closing Date (the ""distribution compliance period'') within the

United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which

it sells Bonds during the distribution compliance period a confirmation or other notice setting forth the

restrictions on offers and sales of the Bonds within the United States or to, or for the account or benefit of,

U.S. persons.

In addition, until 40 days after the commencement of the offering, an offer or sale of Bonds within the United

States by a dealer that is not participating in the offering may violate the registration requirements of the

Securities Act.

United Kingdom

Each Manager has represented and agreed that:

1. it has only communicated or caused to be communicated and will only communicate or cause to be

communicated any invitation or inducement to engage in investment activity (within the meaning of

section 21 of the Financial Services and Markets Act 2000 (the ""FSMA'')) received by it in connection

with the issue or sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply

to the Issuer or the Guarantor; and

2. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done

by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

General

No action has been taken by the Issuer, the Guarantor or any of the Managers that would, or is intended to,

permit a public offer of the Bonds or possession or distribution of this Prospectus or any other offering or

publicity material relating to the Bonds in any country or jurisdiction where any such action for that purpose is

required. Accordingly, each Manager has undertaken that it will not, directly or indirectly, offer or sell any

Bonds or have in its possession, distribute or publish any offering circular, prospectus, form of application,

advertisement or other document or information in any country or jurisdiction except under circumstances

that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations

and all offers and sales of Bonds by it will be made on the same terms.

36

General Information

SNA13-5.11. The admission of the Bonds to the Official List will be expressed as a percentage of their nominal amount

(exclusive of accrued interest). It is expected that listing of the Bonds on the Official List and admission

of the Bonds to trading on the Market will be granted on or before 27 November 2006, subject only to the

issue of the Temporary Global Bond. Prior to official listing and admission to trading, however, dealings

will be permitted by the London Stock Exchange in accordance with its rules. Transactions will normally

be effected for settlement in sterling and for delivery on the third working day after the day of the

transaction.

SNA13-4.122. Each of the Issuer and the Guarantor has obtained all necessary consents, approvals and authorisations in

the United Kingdom in connection with the issue and performance of the Bonds. The issue of the Bonds

was authorised by resolutions of an executive committee of the Board of Directors of the Issuer adopted

in writing on 15 November 2006, such committee having been established by resolutions of the Board of

Directors of the Issuer passed on 25 June 2003. The giving of the Guarantee was authorised by

resolutions of an executive committee of the Board of Directors of the Guarantor adopted in writing on

15 November 2006, such committee having been established by resolutions of the Board of Directors of

the Guarantor passed on 29 September 1987.

RDA9-7.13. There has been no material adverse change in the prospects of the Issuer or the Guarantor since

30 November 2005.

RDA9-11.64. There has been no significant change in the financial or trading position of the Issuer, the Guarantor or

the Carnival Group, in each case since 31 August 2006, except as disclosed in the 2006 Q3 Form 10-Q, at

Part I, Item 2, ""Forward Outlook'', paragraphs 2 and 3 (page 16).

RDA9-11.55. None of the Issuer, the Guarantor and any other member of the Carnival Group is or has been involved in

any governmental, legal or arbitration proceedings (including any such proceedings which are pending or

threatened of which the Issuer or the Guarantor is aware) during the 12 months preceding the date of this

Prospectus which may have or have had in the recent past significant effects on the financial position or

profitability of the Issuer, the Guarantor or the Carnival Group, except as disclosed in the first four

paragraphs of Part I, Item 1, ""Notes to Consolidated Financial Statements Ó Note 5: Contingencies Ó

Litigation'' (pages 9-10) of the 2006 Q3 Form 10-Q.

6. The Bonds and Coupons will bear the following legend: ""Any United States person who holds this

obligation will be subject to limitations under the United States income tax laws, including the limitations

provided in sections 165(j) and 1287(a) of the Internal Revenue Code''.

SNA13-4.27. The Bonds have been accepted for clearance through the Euroclear and Clearstream, Luxembourg

systems (which are the entities in charge of keeping the records) with a Common Code of 027607195.

The International Securities Identification Number (ISIN) for the Bonds is XS0276071957.

SNA13-4.4The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of

Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg.

SNA13-4.108. The yield of the Bonds is 4.329 per cent. per annum calculated on the basis of the Issue Price and as at

the date of this Prospectus.

SNA13-6.19. The expenses in connection with the issue of the Bonds are expected to amount to approximately

41,900,000.

RDA9-1410. For the period of 12 months starting on the date on which this Prospectus is made available to the public

as required by the prospectus rules made by the Financial Services Authority, copies of the following

documents will be available, during usual business hours on any weekday (Saturdays and public holidays

excepted), for inspection at the registered office of the Issuer:

(a) the Memorandum and Articles of Association of the Issuer;

(b) the Articles of Incorporation and By-Laws of the Guarantor;

37

(c) the 7 November 2006 Form 8-K (including Exhibit 99.1 thereto); and

(d) 2006 Q3 Form 10-Q.

This Prospectus will be published on the website of the Regulatory News Service operated by the London

Stock Exchange at www.londonstockexchange.com/en-gb/pricesnews/marketnews/.

RDA9.2.111. PricewaterhouseCoopers LLP, an Independent Registered Certified Public Accounting Firm, have

audited, and rendered an unqualified audit report on, the consolidated financial statements of Carnival

Corporation & plc as of 30 November 2004 and 30 November 2005 and for each of the three years in the

period ended 30 November 2005, in accordance with the standards of the Public Company Accounting

Oversight Board (United States).

38

RDA9-4.1.4Registered Office of the Issuer Registered Office of the Guarantor

Carnival plc Carnival Corporation

Carnival House 3655 N.W. 87th Avenue

5 Gainsford Street Miami, FL 33178

London SE1 2NE United States of America

United Kingdom

Auditors of Carnival Corporation & plc

PricewaterhouseCoopers LLP

1441 Brickell Avenue

Suite 1100

Miami, FL 33131

United States of America

Trustee

Citicorp Trustee Company Limited

14th Floor

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

SNA13-4.4Principal Paying Agent Paying AgentSNA13-5.2

Citibank, N.A. Dexia Banque Internationale fia Luxembourg,

21st Floor soci πet πe anonyme

Citigroup Centre 69 route d'Esch

Canada Square L-2953 Luxembourg

Canary Wharf

London E14 5LB

United Kingdom

SNA13-7.1Legal Advisers

To the Issuer and Guarantor To the Guarantor as to To the Guarantor as toas to English law Panamanian law United States tax law

Linklaters Tapia, Linares y Alfaro Paul, Weiss, Rifkind, Wharton &

One Silk Street P.O. Box 7412 Garrison LLP

London EC2Y 8HQ Panama 5 1285 Avenue of the Americas

United Kingdom Republic of Panama New York, NY 10019-6064

United States of America

To the Managers and the Trusteeas to English law

Allen & Overy LLP

One Bishops Square

London E1 6AO

United Kingdom

O

U51016