EX-99 3 eh1500327_ex46.htm EXHIBIT 46 eh1500326_ex46.htm
EXHIBIT 46
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned parties hereby constitutes and appoints Loretta A. Ippolito, signing singly, such party's true and lawful attorney-in-fact to:
 
 
1)
execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), including, without limitation, Schedule 13D, Form 13H and Form 3, Form 4 and Form 5 and successive forms thereto;
 
 
2)
do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and
 
 
3)
take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
Such party hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such party is not assuming, nor is Carnival Corporation or Carnival plc assuming, any of the undersigned's responsibilities to comply with the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party's holdings of and transactions in securities issued by Carnival Corporation or Carnival plc, unless earlier revoked by such party in a signed writing delivered to the foregoing attorneys-in-fact.
 
 
 
 
 
 
 

 

 
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 24th day of February, 2015.
 
 
TAMMS MANAGEMENT CORPORATION
   
       
By:
/s/ Maria V. Ginorio    
  Name: Maria V. Ginorio    
 
Title: Vice President
   
       
 
MA 1994 B SHARES, L.P., MA 1994 B SHARES, INC., GENERAL PARTNER
   
       
By:
/s/ John J. ONeil    
  Name: John J. ONeil    
  Title: Vice President    
       
 
MA 1994 B SHARES, INC.
   
       
By:
/s/ John J. ONeil    
  Name: John J. ONeil    
  Title: Vice President    
       
 
MICKY ARISON
   
       
By:
/s/ Micky Arison    
  Name: Micky Arison    
       
 
JMD DELAWARE, INC.
   
       
By:
/s/ John J. ONeil    
  Name: John J. ONeil    
  Title: Vice President    
       
 
JAMES M. DUBIN
   
       
By:
/s/ James M. Dubin    
  Name: James M. Dubin    
       
 
 
 
 
 

 
 
 
ARTSFARE 2005 TRUST NO. 2
   
       
By:
/s/ Maria V. Ginorio    
  Name: Maria V. Ginorio    
  Title: Vice President, SunTrust Delaware Trust Company    
       
 
SENTINEL PROTECTOR, LLC
   
       
By:
/s/ John J. ONeil    
  Name: John J. ONeil    
  Title: Authorized Signatory    
       
 
SUNTRUST DELAWARE TRUST COMPANY
   
       
By:
/s/ Maria V. Ginorio    
  Name: Maria V. Ginorio    
  Title: Vice President    
       
 
ARTSFARE 2003 TRUST
   
       
By:
/s/ Steven L. Tinkler    
  Name: Steven L. Tinkler    
  Title: Fiduciary Executive    
       
 
MBA I, L.P.
   
       
By:
/s/ Maria V. Ginorio    
  Name: Maria V. Ginorio    
  Title: Vice President of MDTI I, Inc., General Partner    
       
 
JOHN J. O’NEIL
   
       
By:
 /s/ John J. ONeil    
  Name: John J. ONeil    
       
 
RICHARD L. KOHAN
   
       
By:
/s/ Richard L. Kohan    
  Name: Richard L. Kohan    
       
 


 
 

 
 
VERUS PROTECTOR, LLC
   
       
By:
/s/ Richard L. Kohan    
  Name: Richard L. Kohan    
  Title: Sole Member