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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Procter and Gamble Co | NYSE:PG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 168.44 | 1,083 | 12:14:08 |
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Ohio |
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31-0411980 |
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer ⌧
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging Growth Company ☐
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Item 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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1.
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The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (including the portions of the Company’s Proxy Statement on Schedule 14A filed on August 25, 2023 that are incorporated by reference therein).
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2.
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The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023, December 31,
2023 and March 31, 2024.
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3.
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The Company’s Current Reports on Form 8-K filed on October 13, 2023, November 1,
2023, December 5, 2023, December 13, 2023, January
29, 2024, April 9, 2024 (Accession Number 0000080424-24-000030), and April 29, 2024.
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4.
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The description of the Registrant’s Common Stock contained in Exhibit (4-3) of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2019, filed with the SEC on August 6, 2019,
together with any amendments or reports filed with the SEC for the purpose of updating such description.
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Item 4.
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DESCRIPTION OF SECURITIES
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Item 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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Item 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Item 7.
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EXEMPTION FROM REGISTRATION CLAIMED
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Item 8.
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EXHIBITS
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4-1 |
4-2 |
23-1* |
24* |
99* |
Item 9.
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UNDERTAKINGS
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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Signature
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Title
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Date | |
*
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Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
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July 17, 2024 |
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Jon R. Moeller
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Chief Financial Officer (Principal Financial Officer)
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July 17, 2024 | |
Andre Schulten
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*
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Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
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July 17, 2024 | |
Matthew W. Janzaruk
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*
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Director
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July 17, 2024 | |
B. Marc Allen
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* | Director | July 17, 2024 | ||
Brett Biggs |
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* | Director | July 17, 2024 | ||
Sheila Bonini |
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*
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Director
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July 17, 2024 | |
Amy L. Chang
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*
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Director
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July 17, 2024 | |
Joseph Jimenez
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*
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Director
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July 17, 2024 | |
Christopher Kempczinski
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*
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Director
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July 17, 2024 | |
Debra L. Lee
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*
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Director
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July 17, 2024 | |
Terry J. Lundgren
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*
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Director
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July 17, 2024 | |
Christine M. McCarthy
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* | Director | July 17, 2024 | ||
Ashley McEvoy |
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* | Director | July 17, 2024 | ||
Robert J. Portman |
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*
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Director
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July 17, 2024 | |
Rajesh Subramaniam
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*
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Director
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July 17, 2024 | |
Patricia A. Woertz
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(i)
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the Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of Common Shares of the
Registrant issuable in connection with The Procter & Gamble International Stock Ownership Plan (the “Plan”), as may be revised in accordance with the Company resolution entitled “Authorize Filing of S-8 Registration Statements for The
Procter & Gamble International Stock Ownership Plan and the Employee Stock Purchase Plan (Japan)”;
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(ii)
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any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement; and
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(iii)
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any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the
securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and
stead of the said director and/or officer, hereby ratifying and approving the acts of said attorney.
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Signature
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Title
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/s/ Jon R. Moeller
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Jon R. Moeller
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Chairman
of the Board, President and Chief Executive Officer (Principal Executive Officer)
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/s/ Andre Schulten
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Andre Schulten
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Chief Financial Officer (Principal Financial Officer)
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/s/ Matthew W. Janzaruk
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Matthew W. Janzaruk
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Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
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/s/ B. Marc Allen
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B. Marc Allen
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Director
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/s/ Brett Biggs |
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Brett Biggs |
Director | |
/s/ Sheila Bonini |
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Sheila Bonini |
Director | |
/s/ Amy L. Chang |
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Amy L. Chang |
Director | |
/s/ Joseph Jimenez
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Joseph Jimenez
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Director
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/s/ Christopher Kempczinski
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Christopher Kempczinski
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Director
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/s/ Debra L. Lee
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Debra L. Lee
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Director
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/s/ Terry J. Lundgren
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Terry J. Lundgren
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Director
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/s/ Christine M. McCarthy
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Christine M. McCarthy
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Director
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/s/Ashley McEvoy |
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Ashley McEvoy |
Director | |
/s/ Robert J. Portman |
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Robert J. Portman |
Director | |
/s/ Rajesh Subramaniam
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Rajesh Subramaniam
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Director
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/s/ Patricia A. Woertz
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Patricia A. Woertz
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Director
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2.1.
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“Account” means the account or accounts established and maintained on behalf of each Member, consisting of amounts attributable to Deposits under the Plan and amounts attributable to Participating Company
Contributions. A Member’s Account may also accept and maintain Special Plan Event funds on behalf of Members.
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2.2.
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“Additional Deposits” means the payroll deduction contributions and the lump sum payment of any Special Additional Deposits, or contributions paid by an alternate means if required under local law and
authorized by P&G and/or the Participating Company, made to an Account by a Member that the Participating Company does not Match.
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2.3.
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“Agency” means, with respect to each Jurisdiction, any governmental authority charged with the responsibility of administering, interpreting, or enforcing those laws of that Jurisdiction that may pertain to
the Plan.
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2.4.
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“Base Pay” means the portion of an Employee’s compensation paid or payable for each Pay Period by the Participating Company while the individual is an Employee for his or her Service to the Participating
Company, consisting of salary or wages at the base rate for the Pay Period, but excluding other forms of remuneration as determined by the Participating Company. By way of example only and not by way of limitation, Base Pay does not include
salary continuance, severance benefits, redundancy pay, termination indemnities and other post-employment benefits, as well as shift differentials, overtime, bonuses, and awards.
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2.5.
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“Basic Deposits” means the payroll deduction contributions (or contributions paid by an alternate means if required under local law and authorized by P&G and/or the Participating Company) made to the Plan
by a Member that the Participating Company will Match.
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2.6.
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“Beneficiary” means the beneficiary or beneficiaries designated in accordance with established administrative procedures to receive the amount, if any, payable under the Plan upon the
death of a Member.
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2.7.
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“Board” means the Board of Directors of P&G.
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2.8.
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“Bonus Match” means the opportunity for a Member to receive an enhanced amount of matching contributions made by a Participating Company for the one-year period starting with the first day of the Pay Period
coincident with or next following the first Entry Date that an individual may first become a Member, and ending with the last day of the Pay Period during which the one-year anniversary of such start date occurs (such period, the “Bonus
Match Period”).
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2.9.
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“Broker” means any third party selected by P&G to maintain Member Accounts, act as transfer agent for purchases and sales of Shares under the Plan, and perform other administrative and recordkeeping
duties connected with the Plan.
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2.10.
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“Cash Reserves” means the cash or cash equivalent investments that may be held by a Broker and/or a Custodian.
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2.11.
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“Compensation Committee” means the Compensation & Leadership Development Committee of the Board.
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2.12.
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“Custodial Agreement” means any agreement between the Custodian and P&G establishing or continuing a Plan Fund, and any associated subsidiary custodial agreement or fiduciary
agreement.
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2.13.
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“Custodian” means the custodian of any Plan Fund established pursuant to a Custodial Agreement under the Plan.
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2.14.
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“Deposits” means Basic Deposits or Additional Deposits (including any Special Additional Deposits that may be permitted), or both, as the context may require.
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2.15.
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“Disability” means the permanent and total disability of a Member, as determined by the Participating Company in accordance with its employment policies and practices.
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2.16.
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“Dividends” means any cash, stock, and/or split stock payments for Shares held by Members.
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2.17.
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“Effective Date” means the first date each Participating Company makes this amended and restated Plan available to its eligible Employees.
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2.18.
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“Employee” means, as determined by a Participating Company, any individual who is treated as an active employee by the Participating Company and who is on the payroll of the Participating Company for a
Jurisdiction, but excluding any employee who (a) by reason of a negotiated collective bargaining or other trade union agreement, or applicable labor laws or Agency rules for a Jurisdiction, is excluded from membership in the Plan or (b) by
reason of Section 16 of the United States Securities and Exchange Act of 1934, is required to report his or her trading in Shares under such Act. In no event will an individual who has a Termination from Service or incurs a Disability be
treated as an Employee unless and until he or she resumes Service.
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2.19.
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“Entry Date” means (a) the Effective Date for each Participating Company or (b) the day an eligible Employee of a Participating Company in a Jurisdiction elects to become a Member of the Plan and is enrolled
in the Plan following the Effective Date for that Jurisdiction.
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2.20.
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“Investment Date” means the day the Broker or Custodian, as applicable, invests Deposits and Participating Company Contributions in Shares, which shall be on a single business day of the New York Stock
Exchange each week and within a reasonable time of receipt of cash or cash equivalents from the Participating Company.
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2.21.
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“Jurisdiction” means (a) the laws of a country that may directly or indirectly pertain to the Plan, or its administration or operation, or (b) such country.
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2.22.
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“Match” means the matching contributions made by a Participating Company with respect to a Member’s corresponding Basic Deposits.
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2.23.
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“Mature” means, unless as otherwise determined in accordance with Section 3.4.:
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•
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For Basic Deposits or Participating Company Contributions made on behalf of a Member, the day after the second anniversary of the date that the Share was acquired on behalf of the Member;
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•
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For Additional Deposits, the day that the Share was acquired on behalf of a Member;
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•
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For Special Plan Event funds, the date as determined prior to such allocation and as the context may require; and
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•
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For Dividends, the day on which P&G Shares are acquired using reinvested Dividends; provided, however, that split stock payments made to the Plan for Shares held under the Plan will become Mature on the
same basis as the Shares to which they are attributed and any Dividends on non-P&G Shares will become Mature immediately on the date they are paid (and will not be reinvested in additional non-P&G Shares).
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2.24.
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“Member” means any Employee participating in the Plan.
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2.25.
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“Net Match” means the reduced Match contributed to the Member’s Account in accordance with Section 7.2.
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2.26.
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“P&G” means The Procter & Gamble Company.
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2.27.
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“P&G Company” means (a) P&G, (b) any direct or indirect wholly-owned subsidiary of P&G, (c) any other subsidiary or affiliate of P&G designated as such by P&G, (d) any successor to the
foregoing or (e) any of them.
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2.28.
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“Participating Company” means a P&G Company with operations outside the United States that has adopted the Plan, or any successor that has so adopted the Plan, or any of them, as the context may require.
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2.29.
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“Participating Company Contributions” means the Match made by a Participating Company on behalf of a Member.
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2.30.
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“Pay Period” means the pay period used by a Participating Company from time to time.
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2.31.
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“Plan” means this Procter & Gamble Company International Stock Ownership Plan, as the same may be amended from time to time.
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2.32.
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“Plan Administrator” has the meaning set forth in Section 3 of the Plan.
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2.33.
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“Plan Fund” or “Fund” means the assets held under any Custodial Agreement, which can be in the form of shares, cash or such other property the Plan deems eligible for acceptance and
maintenance.
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2.34.
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“Plan Year” means the fiscal year of P&G, which is the 12-month period commencing each July 1.
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2.35.
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“Sales Date” means, for transactions conducted by a Custodian, the single day of each calendar week chosen by the Custodian to sell Shares that is a business day on both (a) on the New York Stock Exchange and
(b) in the Jurisdiction of the Custodian following receipt of a sale request, or as soon as administratively practical thereafter; provided, however, for the sale of any non-P&G Shares, the Sales Date may be as defined herein or any
such other date that is determined by P&G.
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2.36.
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“Service” means, as determined by a Participating Company, regular full-time active employment by an individual with any P&G Company (whether or not as an eligible Employee), unless otherwise required
under applicable local law (as determined by P&G and/or the Participating Company). The period of an employee’s Service shall end upon his or her applicable Termination from Service and to compute the length of an employee’s Service for
any purpose under the Plan, his or her Service before and after a Termination from Service shall be combined. Service may also include any additional period of employment (a) as required by an Agency for a Jurisdiction or (b) with the
consent of P&G, upon such uniform terms and conditions as the Participating Company may establish; provided, however, that, in no event shall any period of time be credited as Service more than once under the Plan.
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2.37.
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“Share” means a share of the common stock, without par value, of P&G and/or the share of common stock of such other company that P&G deems eligible for acceptance and maintenance under the Plan.
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2.38.
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“Share Value” means, for a Valuation Date, (a) the average price per Share purchased by the Broker or Custodian, as applicable, on an Investment Date for purposes of any investment in Shares, (b) the open
market price of a Share on a Sales Date for any Shares sold by the Broker, or (c) the average price per Share sold by the Custodian on a Sales Date for purposes of any sales of Shares.
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2.39.
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“Special Additional Deposits” means Additional Deposits that the Participating Company does not Match that may be permitted by P&G and/or the Participating Company but that are not necessarily made by
means of payroll deduction.
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2.40.
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“Special Plan Events” means the context within which P&G approves the acceptance and maintenance of additional funds, securities, or other property under the Plan that are not attributable to either
Deposits or Participating Company Contributions.
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2.41.
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“Termination from Service” means the first date a Member no longer performs (or is considered as performing) Service with respect to each continuous period of Service, as determined by a Participating Company.
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2.42.
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“Unallocated Account” means the account where cash contributions, earnings, dividends, or Shares, if any, not allocated to Members’ Accounts are held, unless otherwise determined by P&G.
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2.43.
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“Valuation Date” means (a) for purposes of any acquisition of Shares under the Plan, each Investment Date, (b) for purposes of disposing Shares under the Plan, each Sales Date, and (c) for all other purposes
under the Plan, any other date on which a Share Value is obtained by reference to the closing price per Share on a business day on the New York Stock Exchange, unless otherwise determined by P&G.
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2.44.
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“Vested Interest” means the portion of a Member’s Account that has become nonforfeitable.
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2.45.
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“Year of Service” means 12 full or partial calendar months, whether or not continuous, during which an employee is in Service, as determined by a Participating Company.
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3.1.
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Plan Administrator
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3.2.
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Administrative Responsibility
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3.3.
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Use of Agents
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3.4.
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Rules to Accommodate Local Laws
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3.5.
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No Personal Liability
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5.1.
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Eligibility
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5.2.
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Enrollment
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5.2.1.
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An Employee may become a Member by enrolling in the Plan in accordance with established administrative procedures. The new Member will be eligible to make Deposits commencing on the first day of the Pay Period
coincident with or next following the Entry Date, or as soon as administratively practicable thereafter.
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5.2.2.
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The Employee must activate an account with the Broker or Custodian, as applicable, including agreeing to the terms and conditions of the account and providing any tax documents, personal information such as
address, and other forms required by the Broker or Custodian, as applicable.
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5.3.
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Termination of Membership
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5.4.
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Members’ Accounts
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6.1.
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Deposits
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6.1.1.
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Except for Special Additional Deposits, a Member may elect to make Deposits under the Plan only through payroll deductions, unless payroll deductions are not permitted under local law, in which case Members
may be permitted to contribute to the Plan by an alternative method, as determined by P&G and/or the Participating Company.
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6.1.2.
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To the extent permitted by applicable law and subject to Section 6.1.7., a Member may elect Basic Deposits under the Plan of up to 5% of Base Pay for a Pay Period in whole percentages.
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6.1.3.
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Subject to section 6.1.7., where permitted by P&G and the Participating Company, a Member may elect to make Additional Deposits of up to 15% of Base Pay in addition to Basic Deposits or without making
Basic Deposits.
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6.1.4.
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Subject to Section 6.1.1, the Member’s election to make Deposits shall be applied to reduce the whole percentages of the Member’s Base Pay which would otherwise be paid for any Pay Period during which such
election is in effect, and the Participating Company shall pay to the Plan an amount of Deposits for such Pay Period equal to such reduction in the Member’s Base Pay in the manner provided in Section 6.4. In the event that Deposits are not
of sufficient amount to purchase 0.001 of a Share, the Deposit shall be forfeited.
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6.1.5.
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Any election by a Member to make Deposits shall be a continuing election for all subsequent Pay Periods until changed or until the Member ceases participation in the Plan.
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6.1.6.
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Unless otherwise required by applicable local law, a Member’s Deposits for a Jurisdiction shall be automatically suspended during the period of time that the Member (a) is no longer an eligible Employee even
if still employed by a P&G Company, (b) ceases to receive Base Pay, (c) incurs a Disability, or (d) remains in Service after the termination of the Plan. The Participating Company shall determine whether a Member’s Deposits for a
Jurisdiction continue during a leave of absence.
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6.1.7.
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To the extent permitted by applicable law, the Plan Administrator, in its sole discretion, may determine it is necessary or appropriate to increase the amount that Members may contribute to the Plan pursuant
to Sections 6.1.2. and 6.1.3.; provided that the percentage of a Member’s Base Pay under Section 6.1.2. for Basic Deposits may not exceed 20% and the percentage of a Member’s Base Pay under Section 6.1.3. for Additional Deposits may not
exceed 50%.
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6.2.
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Deposit Election Changes
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6.3.
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Special Additional Deposits
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6.3.1.
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The Member may be able to make Special Additional Deposits, to the extent permitted by P&G and/or the Participating Company and applicable law. Special Additional Deposits shall be treated as Additional
Deposits for all purposes under the Plan.
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6.3.2.
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Special Additional Deposits, if permitted, may be made in a lump sum payment of any amount up to 15% of Base Pay in accordance with established administrative procedures.
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6.4.
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Payment to Plan
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7.1.
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Amount of Match
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7.1.1.
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Except as provided in Section 6.2. or the Member is eligible for the Bonus Match pursuant to Section 7.3. and subject to Section 7.4., the Participating Company shall contribute to the Plan a Match equal to
50% of the Member’s Basic Deposits for each Pay Period for which the Member contributes Basic Deposits.
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7.1.2.
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The Match for a Pay Period shall be paid to the Plan in the same manner and at the same time as the corresponding Basic Deposits under Section 6.4.
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7.2.
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Net Match
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7.3.
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Bonus Match
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7.4.
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Adjustments
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9.1.
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Investments in Shares
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9.2.
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Cash Reserves
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9.2.1.
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The Broker or Custodian, as applicable, may maintain Cash Reserves to provide funds for (a) investment in Shares, (b) payment of expenses or taxes of the Plan, or (c) cash withdrawals and cash distributions
under the Plan. Cash Reserves may be invested in an interest-bearing account denominated in U.S. dollars that is maintained by the Broker or Custodian, as applicable. All earnings on Cash Reserves shall be credited to the Unallocated
Account and no earnings on Cash Reserves shall be credited to any Member’s Account or held for the benefit of any Participating Company or P&G.
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9.2.2.
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Any cash or cash-equivalent Deposits, Match, or Special Plan Event funds awaiting investment in P&G Shares that are not denominated in U.S. dollars when received by the Broker or Custodian, as applicable,
shall be converted by the Broker or Custodian into cash or cash equivalents denominated in U.S. dollars as soon as practicable following the Broker or Custodian’s receipt of such contributions.
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9.2.3.
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Any currency exchange involving Cash Reserves may be made through the currency exchange facilities of the Broker or Custodian, as applicable, in its sole discretion.
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10.1.
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Plan Expenses
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10.2.
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Share Transaction Expenses
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12.1.
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In General
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12.2.
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Amount of Withdrawal
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12.2.1.
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The Member shall specify the number of non-P&G Shares and/or the number of whole Mature P&G Shares the Member wishes to withdraw or liquidate. A member may not withdraw P&G
Shares that are not Mature.
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12.2.2.
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A Member whose Account only has Mature Shares may specify that all Shares in the Account be liquidated.
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12.2.3.
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In the case of a cash withdrawal, the cash amount to be paid to the Member shall be the aggregate Share Value on the Sales Date, converted, if necessary, into the appropriate currency
for the Member’s Jurisdiction as soon as practicable after such Sales Date.
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12.3.
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Priority of Withdrawal/Liquidation
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12.4.
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Limitation on Withdrawals
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12.5.
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Accelerated Maturity
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12.6.
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Form of Payment
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13.1.
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Termination from Service
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13.1.1.
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Upon Termination from Service, a Member will no longer be eligible to participate in the Plan and no further Deposits or Participating Company Contributions will be made to the Account
with respect to such Member.
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13.1.2.
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Upon Termination from Service, all Shares immediately become Mature.
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14.1.
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Shareholder Rights Generally
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14.2.
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Voting Rights
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14.3.
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Cash Dividends
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14.3.1.
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Members with Accounts held by a Broker may reinvest all or a portion of cash Dividends paid on Shares into the Plan, if permitted under local law, or receive Dividends as a cash payment,
less any applicable United States Federal income tax withheld at the source. Such Members must elect their dividend payment option according to established procedures of the Broker. If the cash Dividends are reinvested in the Plan, the
Broker shall credit the Member’s Account on the basis of the Share Value on the Investment Date.
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14.3.2.
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Unless the Plan Administrator determines otherwise, any cash Dividends on Shares received by a Custodian with respect to a Member shall be held in the Unallocated Account and invested by
the Custodian in Cash Reserves until the next Investment Date. On that Investment Date, the P&G Shares so acquired shall be credited to the Member’s Company Account on the basis of the Share Value on that Investment Date.
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14.3.3.
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If Members in a Jurisdiction incur income tax liability on the amount of cash Dividends that are earned on Shares, the Members shall be solely responsible for the payment of such income
taxes.
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14.4.
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Dilution and Other Adjustments
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14.5.
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No Restriction on Right to Effect Corporate Changes
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15.1.
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Adoption of Plan
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15.2.
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Withdrawal Procedures
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15.2.1.
|
Any Participating Company may withdraw from its participation in the Plan by giving P&G prior notice specifying a withdrawal date which shall be a Valuation Date at least 60 days (or
such shorter period as P&G may consent to) subsequent to the date such notice is received by P&G. P&G may terminate any Participating Company’s participation in the Plan, as of any withdrawal date it specifies, for any reason,
including, but not limited to, the failure of the Participating Company to make proper Participating Company Contributions or to take appropriate action to assure compliance with any other provision of the Plan or any applicable
requirements of any Jurisdiction or Agency. Notice of any withdrawal of a Participating Company from the Plan by P&G shall be given to the Plan Administrator and the withdrawing Participating Company.
|
15.2.2.
|
The transfer of a Participating Company or a division, facility, operation, or trade or business of a Participating Company to an entity that is not a P&G Company with respect to a
group of Members shall be treated as a withdrawal of a Participating Company for purposes of this Section 15 without further action by P&G or any Participating Company.
|
15.3.
|
Contributions Upon Withdrawal
|
15.4.
|
Effect of Withdrawal
|
16.1.
|
Amendment and Termination
|
16.1.1.
|
P&G (through the Board and/or the Compensation Committee) reserves the right at any time, either prospectively or retroactively, to amend, suspend, or terminate the Plan, any
contributions thereunder, in whole or in part, and for any reason and without the consent of any Member, Beneficiary, or P&G Company. Prompt notice specifying the adoption date and effective date of any amendment, modification,
suspension, or termination of the Plan shall be given by P&G to all Participating Companies.
|
16.1.2.
|
The Participating Company reserves the right, with the consent of P&G, at any time either prospectively or retroactively, to amend or suspend any sub-plan to the Plan (including any
country-specific rules) with respect to its employees in a Jurisdiction, or any contributions thereunder, in whole or in part, and for any reason without the consent of any Member or Beneficiary.
|
16.1.3.
|
No action contemplated by this Section 16.1 shall reduce the number of Shares credited to any Member’s Account as of the Sales Date coincident with or next preceding such action, nor
shall such action materially and substantially diminish any Member’s rights with respect to such Account balance under the Plan prior to such action.
|
16.2.
|
Complete Termination of the Plan
|
16.3.
|
Final Distribution
|
16.4.
|
Plan Term; Approval by Shareholders
|
17.1.
|
Decrease in Value of Assets
|
17.2.
|
Withholding
|
17.3.
|
Sole Source of Benefits
|
17.4.
|
No Right to Employment
|
17.5.
|
Alienation
|
17.6.
|
Member Information
|
17.7.
|
Return of Contributions
|
17.7.1.
|
Notwithstanding any other provisions of the Plan, if any Participating Company Contribution or Deposit is made by mistake of fact or law, an amount shall be returned upon the direction of
the Participating Company to P&G.
|
17.7.2.
|
The amount to be returned under Section 17.7.1 shall be the lesser of (a) the amount paid to the Plan or (b) the value of the portion of the Member’s Account attributable to such
Participating Company Contribution or Deposit, as of the Sales Date next following the date of such direction. Such amount shall be returned as soon as practicable after such Sales Date.
|
17.7.3.
|
In the event the amount returned exceeds the amount paid to the Broker or the Custodian, as applicable, any excess shall be credited to the Unallocated Account as of
such Sales Date.
|
17.8.
|
Beneficiary(ies)
|
17.9.
|
Severability
|
17.10.
|
Corporate Transaction
|
17.11.
|
Compliance with Securities Law.
|
17.12.
|
Notices
|
17.13.
|
Captions and References
|
17.14.
|
Governing Law
|
17.14.1.
|
Except as otherwise expressly required under the laws of a Jurisdiction, the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of
Ohio, United States of America, without resort to the conflict of laws principles thereof.
|
17.14.2.
|
Should any provision of this Plan be determined by a court of competent jurisdiction to be unlawful or unenforceable for a Jurisdiction, such determination shall in no way affect the
remaining provisions of the Plan or the application of that provision in any other Jurisdiction.
|
Security
Type
|
Security Class Title
|
Fee
Calculation
Rule
|
Amount
Registered(1)
|
Proposed
Maximum
Offering Price
Per Unit
|
Maximum
Aggregate Offering
Price
|
Fee Rate
|
Amount of
Registration Fee
|
Equity
|
Common Stock, without par value
|
Rule 457(h)
|
10,000,000
|
$165.54(2)
|
$1,655,400,000(2)
|
$147.60
per
$1,000,000
|
$244,337.04
|
Total Offering Amounts
|
$1,655,400,000
|
$244,337.04
|
|||||
Total Fee Offsets
|
$0.00
|
||||||
Net Fee Due
|
|
|
|
$244,337.04
|
(1)
|
Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this registration statement also covers additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends, and similar
transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act on the basis of the average of the high and low prices of the Common Stock on the New York Stock
Exchange on July 15, 2024, within five business days prior to filing.
|
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