Norwegian Cruise Line Holdings

(e) Compensatory Arrangements of Certain Officers. The Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (the “Company”) previously adopted an amendment and restatement of the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013 Plan”), subject to approval by the Company’s shareholders at the Annual Meeting (as such term is defined in

Retirement of President and Chief Executive Officer On March 20, 2023, Norwegian Cruise Line Holdings Ltd. (the “Company” or “NCLH”) announced that Frank J. Del Rio will retire from his position as the Company’s President and Chief Executive Officer and resign from the Board of Directors of the Company, effective as of the end of the day on June 30, 2023. Appointment of President and Chief Executive Officer and Appointment to Board of Directors On March 20, 2023, the Company announced that Mr. Harry Sommer would become President and Chief Executive Officer – Elect of the Company, effective April 1, 2023, and President and Chief Executive Officer of the Company, effective July 1, 2023. There are no arrangements or understandings between Mr.

Appointment of President, Regent Seven Seas Cruises On December 15, 2022, Norwegian Cruise Line Holdings Ltd. (the “Company”) announced that as part of the Company’s succession planning, Mr. Jason Montague, President and Chief Executive Officer, Regent Seven Seas Cruises, would be transitioning to a new advisory role as Special Advisor, effective as of January 1, 2023. Simultaneously, the Company announced the appointment of Ms. Andrea DeMarco, age 44, as President, Regent Seven Seas Cruises, effective as of January 1, 2023. There are no arrangements or understandings between Ms. DeMarco and any other persons pursuant to which she was selected as an officer, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. DeMarco will report to Mr.

On November 1, 2022, the Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Ms. Zillah Ellen Byng-Thorne as a member of the Board. In connection with Ms. Byng-Thorne’s appointment, the Board increased the size of the Board from seven to eight. The Board has determined that Ms. Byng-Thorne qualifies as an independent director pursuant to the rules and regulations of the United States Securities and Exchange Commission and the New York Stock Exchange. The Board also appointed Ms. Byng-Thorne to the Audit Committee and Compensation Committee of the Board. Following such appointment, the members of the Audit Committee are Mr. David Abrams, Chairperson, Mr. Russell Galbut, Mr. Harry C. Curtis and Ms. Byng-Thorne and the members of the Compensation Committee are Mr. Harry C. Curtis, Chairperson, Mr. David Abrams, Mr. Russell Galbut and Ms. Byng-Thorne.

(e) Compensatory Arrangements of Certain Officers. The Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (the “Company”) previously adopted an amendment and restatement of the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013 Plan”), subject to approval by the Company’s shareholders at the Annual Meeting (as such term is defined in

Amendment to Employment Agreement with T. Robin Lindsay On February 14, 2022, NCL (Bahamas) Ltd. (“NCL”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”), entered into a letter agreement with Mr. T. Robin Lindsay amending his employment agreement with NCL, dated October 18, 2015 (the “Lindsay Letter Agreement”). The key terms of the Lindsay Letter Agreement are summarized below. Continuation of Employment . Mr. Lindsay’s term of employment is extended to December 31, 2024 (the “Term”). He will continue to serve as the Company’s Executive Vice President, Vessel Operations until the date that the Company hires a successor for such role. Beginning on the date Mr. Lindsay’s successor is appointed, he will serve as the Company’s Executive Vice President, Newbuilds and Refurbishment. Treatment of Restricted Share Units (“RSUs”) upon Certain Terminations .

Appointment of President and Chief Executive Officer, Oceania Cruises On November 8, 2021, Norwegian Cruise Line Holdings Ltd. (the “Company”) announced that Mr. Robert Binder, President and Chief Executive Officer, Oceania Cruises and Vice Chairman, Oceania Cruises and Regent, would be transitioning to a new advisory role as Vice Chairman, Norwegian Cruise Line Holdings Ltd., effective as of January 1, 2022. Simultaneously, the Company announced the appointment of Mr. Howard Sherman, age 53, as President and Chief Executive Officer, Oceania Cruises, effective as of January 1, 2022. There are no arrangements or understandings between Mr. Sherman and any other persons pursuant to which he was selected as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr.

Departure of Directors . On October 21, 2021, Ms. Pamela Thomas-Graham notified Norwegian Cruise Line Holdings Ltd. (the “Company”) that she was resigning from the Board of Directors of the Company, effective immediately, due to commitments she had serving on other boards of directors. The resignation did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On October 13, 2021, the Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Mr. Harry C. Curtis as a member of the Board. The Board has determined that Mr. Curtis qualifies as an independent director pursuant to the rules and regulations of the United States Securities and Exchange Commission and the New York Stock Exchange. The Board also appointed Mr. Curtis to the Audit Committee of the Board. Following such appointment, the members of the Audit Committee are Mr. David Abrams, Chairperson, Mr. John Chidsey, Ms. Pamela Thomas-Graham and Mr. Harry C. Curtis. Pursuant to NCLH’s Directors’ Compensation Policy, Mr.

Departure of Directors. On August 16, 2021, Mr. Chad Leat notified Norwegian Cruise Line Holdings Ltd. (the “Company”) that he was resigning from the Board of Directors of the Company effective as of August 30, 2021 and Mr. John Chidsey notified the Company that he was resigning from the Board of Directors of the Company effective as of January 4, 2022. Both directors are currently members of the Compensation Committee. Mr. Leat originally joined the Board of Directors in November 2015 and Mr. Chidsey originally joined the Board of Directors in April 2013. Their resignations do not involve disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

(e) Compensatory Arrangements of Certain Officers. The Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (the “Company”) previously adopted an amendment and restatement of the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013 Plan”), subject to approval by the Company’s shareholders at the Annual Meeting (as such term is defined in

On March 5, 2021, Mr. Scott Dahnke notified the Company that he was resigning from the Board of Directors of the Company (the “Board”) and any committees thereof, effective upon consummation of the Repurchase. The resignation did not involve a disagreement with the Company on any matter relating to its operations, policies or practices. In connection with Mr. Dahnke’s resignation, the Board reduced the size of the Board from ten to nine.

Compensatory Arrangements of Certain Officers. On October 1, 2020, NCL (Bahamas) Ltd. (“NCL”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”), entered into a new employment agreement (the “New Employment Agreement”) with Mr. Frank J. Del Rio to supersede his existing employment agreement, originally dated June 5, 2014 and subsequently amended by letter agreements dated September 2, 2014, August 4, 2015 and August 1, 2017 and that certain Base Salary Reduction Agreement Letter (the “Base Salary Reduction Letter”) dated March 19, 2020 (collectively, the “Prior Employment Agreement”). The Prior Employment Agreement was otherwise set to expire on December 31, 2020, and our entry into the New Employment Agreement provides for Mr. Del Rio’s continued leadership as our President and Chief Executive Officer at a critical time for the Company.

Compensatory Arrangements of Certain Officers. On September 19, 2020, Prestige Cruise Services LLC, a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”), entered into a letter agreement (the “Letter Agreement”) with Mr. Robert J. Binder to amend his existing employment agreement, originally dated September 16, 2016 and subsequently amended by letter agreements dated May 7, 2019 and March 19, 2020 (the “Employment Agreement”). The key terms of the Letter Agreement are summarized below. Continuation of Employment . Mr. Binder’s term of employment as the President and Chief Executive Officer, Oceania Cruises and Vice Chairman, Oceania Cruises and Regent is extended to December 31, 2021. The Letter Agreement also provides that Mr.

On July 14, 2020, the Board of Directors (the "Board") of Norwegian Cruise Line Holdings Ltd. ("NCLH") appointed Mr. Scott A. Dahnke as a member of Class III of the Board. The Board has determined that Mr. Dahnke qualifies as an independent director pursuant to the listing rules of the New York Stock Exchange. The Board also appointed Mr. Dahnke to the Technology, Environmental, Safety and Security ("TESS") Committee of the Board. Following such appointment, the members of the TESS Committee are Ms. Mary Landry, Chairperson, Ms. Stella David, Ms. Pamela Thomas-Graham and Mr. Scott Dahnke. Pursuant to NCLH's Directors' Compensation Policy, Mr.

On June 19, 2020, Mr. Steve Martinez notified Norwegian Cruise Line Holdings Ltd. (the “Company”) that he was resigning from the Board of Directors of the Company (the “Board”), effective immediately. The resignation did not involve a disagreement with the Company on any matter relating to its operations, policies or practices. The Board intends to appoint a new director to replace Mr. Martinez no later than July 15, 2020 in connection with its obligations under the terms of an Investor Rights Agreement, dated May 28, 2020, between the Company, NCL Corporation Ltd. and LC9 Skipper, L.P.

On June 3, 2020, Norwegian Cruise Line Holdings Ltd. announced that a temporary 20% reduction in base salaries for its named executive officers that began on March 30, 2020 would be extended through September 27, 2020. Such salary reduction may be further extended depending on operational considerations.

On October 3, 2019, Norwegian Cruise Line Holdings Ltd. (the “Company”) announced that Mr. Andrew Stuart will be stepping down as President and Chief Executive Officer, Norwegian Cruise Line brand, effective December 31, 2019, or such earlier date as may be decided by Mr. Stuart and the Company. From the date he steps down through March 31, 2020, Mr. Stuart will remain with the Company in the role of Senior Advisor to the President and Chief Executive Officer of the Company to support the transition of his role and responsibilities to his successor. The Board of Directors of the Company approved the appointment of Mr. Harry Sommer as President and Chief Executive Officer, Norwegian Cruise Line brand, effective January 1, 2020, or such earlier date as Mr. Stuart steps down. Mr.

Appointment of Chief Financial Officer On September 11, 2018, Norwegian Cruise Line Holdings Ltd. (the “Company”) announced the appointment of Mr. Mark A. Kempa, age 46, as Executive Vice President and Chief Financial Officer of the Company on August 31, 2018. There are no arrangements or understandings between Mr. Kempa and any other persons pursuant to which he was selected as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Kempa served as Interim Chief Financial Officer since March 5, 2018. He also previously served as the Company’s Senior Vice President, Finance, since November 2014. From September 2008 to November 2014, he served as Vice President, Corporate and Capital Planning, and was an instrumental figure in the Company’s successful initial public offering in 2013.

On April 23, 2018, the Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Ms. Pamela Thomas-Graham as a member of the Board. The Board has determined that Ms. Thomas-Graham qualifies as an independent director pursuant to the rules and regulations of the United States Securities and Exchange Commission and the New York Stock Exchange. In connection with Ms. Thomas-Graham’s appointment, the Board increased the size of the Board from nine members to ten. The Board also appointed Ms. Thomas-Graham to the Audit Committee of the Board. Following such appointment, the members of the Audit Committee are Mr. Chad Leat, Chairperson, Mr. Walter Revell, Mr. John Chidsey and Ms. Thomas-Graham. Pursuant to NCLH’s Directors’ Compensation Policy, Ms.

Appointment of Interim Chief Financial Officer On March 5, 2018, Norwegian Cruise Line Holdings Ltd. (the “Company”) appointed Mr. Mark A. Kempa, age 46, as Interim Chief Financial Officer in addition to his role as Senior Vice President, Finance. There are no arrangements or understandings between Mr. Kempa and any other persons pursuant to which he was selected as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Kempa will serve as Interim Chief Financial Officer until a successor is named. The Company is in the process of conducting a search for a new Chief Financial Officer and will name a successor at the completion of the search. Mr. Kempa has been the Company’s Senior Vice President, Finance, since November 2014.

On January 30, 2018, Norwegian Cruise Line Holdings Ltd. (the “Company”) and Wendy A. Beck, the Company’s Executive Vice President and Chief Financial Officer, announced that Ms. Beck would be leaving the Company to pursue other career opportunities. Ms. Beck joined the Company in 2010 and was instrumental in launching the Company’s initial public offering in 2013 and completing the Company’s acquisition and integration of Prestige Cruises International, Inc. and the Oceania Cruises and Regent Seven Seas Cruises brands in 2014. In connection with her departure, Ms. Beck has agreed to continue in her current position as Executive Vice President and Chief Financial Officer through September 30, 2018 or any earlier date as may be determined by the Company (the “Succession Date”).

Compensatory Arrangements of Certain Officers. On August 1, 2017, Norwegian Cruise Line Holdings Ltd. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Mr. Frank J. Del Rio to amend his existing employment agreement, originally dated June 5, 2014 and subsequently amended by letter agreements dated September 2, 2014 and August 4, 2015 (the “Employment Agreement”). The key terms of the Letter Agreement are summarized below. Continuation of Employment . Mr. Del Rio’s term of employment as the Company’s President and Chief Executive Officer is extended to December 31, 2020. Waiver of Gross-up Payment . Mr.

On December 9, 2016, the Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (“NCLH”) determined that effective as of January 1, 2017, Ms. Stella David will be appointed as a member of the Board. The Board has determined that Ms. David qualifies as an independent director pursuant to the rules and regulations of the United States Securities and Exchange Commission and the NASDAQ Stock Market. The Board will also appoint Ms. David to the Nominating and Governance Committee of the Board (the “Committee”). Following such appointment, the members of the Committee will be Mr. David Abrams, Chairperson, Mr. John Chidsey and Ms. Stella David. Pursuant to NCLH’s Directors’ Compensation Policy, Ms.

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 16, 2016, Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Robert J. Binder, age 52, as President and Chief Executive Officer, Oceania Cruises, in addition to his position as Vice Chairman, Oceania Cruises and Regent Seven Seas Cruises. There are no arrangements or understandings between Mr. Binder and any other persons pursuant to which he was selected as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Binder has served as Vice Chairman, Oceania Cruises and Regent Seven Seas Cruises since May 2015. He served as President of International Operations from February 2015 until May 2015. Prior to the acquisition of Prestige Cruises International, Inc. (“Prestige”) in November 2014, Mr.

Departure of Director On June 15, 2016, Mr. F. Robert Salerno notified Norwegian Cruise Line Holdings Ltd. (the “Company”) that he would be resigning from the Board of Directors of the Company, effective as of July 5, 2016. The resignation did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(e) Compensatory Arrangements of Certain Officers. Amended and Restated 2013 Performance Incentive Plan The Board of Directors (the “Board”) of Norwegian Cruise Line Holdings Ltd. (the “Company”) previously adopted an amendment and restatement of the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “2013 Plan” and as amended and restated, the “Restated 2013 Plan”), subject to approval by the Company’s shareholders on May 19, 2016. Among other things, the Restated 2013 Plan reflects amendments to: i. increase the number of the Company’s ordinary shares that may be delivered pursuant to all awards granted under the Restated 2013 Plan by an additional 12,430,000 shares, from 15,035,106 shares to a new maximum aggregate limit of 27,465,106 shares; ii.

Departure of Directors On March 7, 2016, Mr. Kevin Crowe and Mr. Karl Peterson each notified Norwegian Cruise Line Holdings Ltd. (the “Company”) that they were resigning from the Board of Directors (the “Board”) of the Company, effective immediately. The resignations did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board intends to reduce the size of the Board from eleven to nine members by eliminating the vacant seats created by the resignations.

Appointment of Chief Accounting Officer Effective as of February 16, 2016, Norwegian Cruise Line Holdings Ltd. (“NCLH”) appointed Faye L. Ashby, age 44, as Senior Vice President and Chief Accounting Officer. There are no arrangements or understandings between Ms. Ashby and any other persons pursuant to which she was selected as an officer, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Ashby joined NCLH as Controller in November 2014 after NCLH’s acquisition of Prestige Cruises International, Inc. (“Prestige”). From January 2012 to November 2014, Ms. Ashby served as Controller for Prestige, where she managed and developed the Accounting and External Financial Reporting teams. From March 2010 to December 2011, Ms.