Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
  Ohio
 

 
31-0411980
 
 
(State or Other Jurisdiction
of Incorporation)
 

 
(I.R.S. Employer
Identification No.)
 

                 
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)

Employee Stock Purchase Plan (Japan)


Susan Street Whaley, Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 Large accelerated filer ⌧
 Accelerated filer  ☐
 
     
 Non-accelerated filer   ☐ (Do not check if a smaller reporting company) 
 Smaller reporting company ☐
 
     
 
 Emerging Growth Company ☐
 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐






PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3.
INCORPORATION OF DOCUMENTS BY REFERENCE


The following documents filed by The Procter & Gamble Company (the "Company") or The Employee Stock Purchase Plan (Japan) (the "Plan") with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

1.
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).
2.
The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023, December 31, 2023 and March 31, 2024.
3.
The Plan’s Annual Report on Form 11-K filed on September 26, 2023.
5.
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.
All reports and other documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, and corresponding information furnished under Item 9.01 as an exhibit thereto, unless otherwise indicated therein, including any exhibits included with such Items) but prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be incorporated by reference herein and shall be deemed to be a part hereof from the dates of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any document subsequently filed with the Commission which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or any Prospectus hereunder.

 Item 4.
 DESCRIPTION OF SECURITIES


Not applicable.

 Item 5.
 INTERESTS OF NAMED EXPERTS AND COUNSEL


Not applicable.

 Item 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

 Set forth below is a description of certain provisions of the Ohio Revised Code (“ORC”) and the Company’s Regulations, as such provisions relate to the indemnification of the directors and officers of the registrant.  This description is intended only as a summary and is qualified in its entirety by reference to the ORC and the Company’s Regulations.

Section 1701 of the ORC provides that a corporation must indemnify its directors, officers, employees, and agents against expenses reasonably incurred in connection with a successful defense (on the merits or otherwise) of any action, suit, or proceeding.

A corporation may indemnify its directors, officers, employees, and agents against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, in connection with actions, suits, or proceedings (except for derivative actions by or in the right of the corporation), whether civil, criminal, administrative, or investigative.  The corporation may indemnify such persons if the individual has acted in good faith and in a manner that the individual believed to be in the best interests of the corporation and, with respect to a criminal action, had no reasonable cause to believe their conduct was unlawful. The determination as to whether this standard of conduct has been met must be made by the court, a majority of the disinterested directors, by independent legal counsel, or by the shareholders.

A similar standard applies in the case of derivative actions, except that indemnification may only extend to expenses, including attorney’s fees, incurred in connection with the defense or settlement of such action. If the person seeking indemnification has been found liable to the corporation in such an action, the court must approve the indemnification.

As permitted by the ORC, Article V of the Company’s Regulations require the Company to indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she (a) is or was a Director, officer or employee of the Company or its subsidiaries, (b) is or was serving at the request of the Company or its subsidiaries as a director, trustee, officer, partner, managing member or position of similar capacity, or employee of a Company subsidiary or another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise (whether domestic or foreign, nonprofit or for profit), or (c) is or was providing to third party organizations volunteer services that were duly authorized in accordance with the Company’s process for approval of such activities, against all liabilities and expenses actually and reasonably incurred by or imposed on him or her in connection with, or arising out of, any such claim, action, suit or proceeding.  This indemnity will be provided unless the person (a) failed to act in good faith, in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and its subsidiaries, (b) acted or failed to act, in either case, with deliberate intent to cause injury to the Company and its subsidiaries or with reckless disregard for the best interests of the Company or its subsidiaries, or (c) knowingly engaged in criminal activity.

The Company’s Directors, officers and certain other key employees of the Company are insured by directors and officers liability insurance policies.  The Company pays the premiums for this insurance.

 Item 7.
EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


 Item 8.
EXHIBITS

EXHIBIT NO. DESCRIPTION

4-1

4-2
23-1*

23-2*

24*

99*


*Filed herewith



Pursuant to Item 8(a)(1) of Form S-8, no opinion of counsel as to the legality of the shares of Common Stock registered with respect to the Plan is furnished because no original issuance securities are being registered.

 Item 9.
UNDERTAKINGS

(a)
The undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 14, 2024.

THE PROCTER & GAMBLE COMPANY


By:      /s/ Andre Schulten
 Andre Schulten
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 Signature
 
 Title
   Date
         
 *
 
 Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
   June, 14, 2024
 Jon R. Moeller
 
 


 *
 
 Chief Financial Officer (Principal Financial Officer)
   June, 14, 2024
 Andre Schulten
 
 
   
 *
 
 Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
   June, 14, 2024
 Matthew W. Janzaruk
 
 
   
 *
 
 Director
   June 14, 2024
 B. Marc Allen
 

   
 *    Director    June 14, 2024
Brett Biggs
 

   
 *    Director    June 14, 2024
 Sheila Bonini
 
   
 *
 
 Director
   June 14, 2024
 Amy L. Chang
 
 
   
 *
 
 Director
   June 14, 2024
 Joseph Jimenez
 

   
 *
 
 Director
   June 14, 2024
 Christopher Kempczinski
 

   
 *
 
 Director
   June 14, 2024
 Debra L. Lee
 
 
   
 *
 
 Director
   June 14, 2024
 Terry J. Lundgren
 

   
 *
 
 Director
   June 14, 2024
 Christine M. McCarthy

 
   
 *    Director    June 14, 2024
Ashley McEvoy
       
 *    Director    June 14, 2024
 Robert J. Portman
       
 *
 
 Director
   June 14, 2024
 Rajesh Subramaniam
 
 
   
 *
 
 Director
   June 14, 2024
 Patricia A. Woertz
 
 
   




By: /s/ Susan Street Whaley                            
       * Susan Street Whaley as Attorney-in-Fact

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 14, 2024.



EMPLOYEE STOCK PURCHASE PLAN (JAPAN)
By: P&G GROUP EMPLOYEES' SHAREHOLDING ASSOCIATION

/s/ Ayako Komaguchi                         
Ayako Komaguchi
Chairman


THE PLAN – U.S. REPRESENTATIVE. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the authorized representative of the Employee Stock Purchase Plan (Japan) hereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 14, 2024.

EMPLOYEE STOCK PURCHASE PLAN (JAPAN)

/s/ Susan Street Whaley                         
Susan Street Whaley
Secretary and Chief Legal Officer




Exhibit 23-1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 4, 2023, relating to the consolidated financial statements of The Procter & Gamble Company and the effectiveness of The Procter & Gamble Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Procter & Gamble Company for the year ended June 30, 2023.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio
June 14, 2024

Exhibit 23-2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 21, 2023, relating to the financial statements of the Employee Stock Purchase Plan (Japan), appearing in the Annual Report on Form 11-K of the Employee Stock Purchase Plan (Japan) for the year ended June 30, 2023.

/s/ Navarro Amper & Co.

Taguig City, Philippines
June 14, 2024

Exhibit 24

THE PROCTER & GAMBLE COMPANY
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
 
Each undersigned officer and/or director of The Procter & Gamble Company, an Ohio corporation (the “Registrant”), does hereby make, constitute and appoint Andre Schulten, Chief Financial Officer of the Registrant, Susan Street Whaley, Chief Legal Officer and Secretary of the Registrant, and any other person holding the position of Chief Financial Officer, Chief Legal Officer, or Secretary of the Registrant from time to time, and each of them, as attorney-in-fact and agents of the undersigned, each with full power of substitution and resubstitution, with the full power to execute and file:

(i)
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 Empolyee Stock Purchase Plan (Japan) (the “Plan”), as may be revised in accordance with the Company resolution entitled “Authorize Filing of S-8 Registration Statements for Certain Company Stock Plans” along with an indeterminate amount of interests to be offered or sold pursuant to the Plan;

(ii)
any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement; and

(iii)
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.

IN WITNESS WHEREOF, the undersigned have subscribed to the above as of June 11, 2024.

 Signature
 
 Title
     
 /s/ Jon R. Moeller
 
 
 Jon R. Moeller
 
 Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
     
 /s/ Andre Schulten
 
 
 Andre Schulten
 
 Chief Financial Officer (Principal Financial Officer)
     
 /s/ Matthew W. Janzaruk
 
 
 Matthew W. Janzaruk
 
 Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
     
 /s/ B. Marc Allen
 
 
 B. Marc Allen
 
 Director
     
  /s/ Brett Biggs
   
 Brett Biggs
   Director
     
 /s/ Sheila Bonini
   
 Sheila Bonini
   Director
     
 /s/ Amy L. Chang
   
 Amy L. Chang
   Director
     
 /s/ Joseph Jimenez
 
 
 Joseph Jimenez
 
 Director
     
 /s/ Christopher Kempczinski
 
 
 Christopher Kempczinski
 
 Director
     
 /s/ Debra L. Lee
 
 
 Debra L. Lee
 
 Director
     
 /s/ Terry J. Lundgren
 
 
 Terry J. Lundgren
 
 Director
     
 /s/ Christine M. McCarthy
 
 
 Christine M. McCarthy
 
 Director
     
 /s/Ashley McEvoy
   
 Ashley McEvoy
   Director
     
 /s/ Robert J. Portman
   
 Robert J. Portman
   Director
     
 /s/ Rajesh Subramaniam
 
 
 Rajesh Subramaniam
 
 Director
     
 /s/ Patricia A. Woertz
 
 
 Patricia A. Woertz
 
 Director

Exhibit 99-1


P&G JAPAN G.K. and its group companies

THE EMPLOYEES’ STOCK PURCHASE PLAN

The Employees’ Shareholding Association of P&G Group


3,000,000 SHARES OF COMMON STOCK OF THE PROCTER & GAMBLE COMPANY













This document constitutes part of a prospectus covering securities that have been registered under the U.S. Securities Act of 1933.

This Plan is not subject to any provisions of the US’s Employee Retirement Income Security Act of 1974, nor is it qualified under the US’s Internal Revenue Code Section 401(a).

This document supplements Plan information previously provided to you.



Revised: January 1, 2005
Revised: December 1, 2008
Revised: February 1, 2010
Revised: July 1, 2013
Revised: October 1, 2015
Revised: November 1, 2018
Revised: April 20, 2020
Revised: February 1, 2021
Revised: August 1, 2023


P&G Japan G.K. and its group companies
THE EMPLOYEES’ STOCK PURCHASE PLAN
The Employees’ Shareholding Association of P&G Group
3,000,000 SHARES OF COMMON STOCK OF THE PROCTER & GAMBLE COMPANY



1.
THE TITLE OF THE PLAN
The organizations shall be called the Employees’ Shareholding Association of P&G Group (hereinafter collectively referred to as the “Association”).


2.
PURPOSE OF THE PLAN AND OVERVIEW
The Association shall be regarded as a partnership under the provisions of Article 667 paragraph 1 of the Civil Code, and the contributions under Article 7 paragraphs 1 and 5 of the Regulations of the Employees’ Shareholding Association of P&G Group, the Company Contributions (as defined below; hereinafter the same) under Article 8 thereof, the dividend under Article 11 paragraphs 2 thereof and the proceeds from sales of share options under Article 12 paragraphs 2 thereof shall constitute the investment in the Association. The purpose of the Association is to contribute to the formation of assets held by its Members (as defined below) by facilitating their acquisitions of the common stock of The Procter & Gamble Company (“P&G”).Only common stock of P&G, which shares have been duly registered under U.S. securities laws, shall be offered pursuant to the Association’s employees stock purchase plan (“Plan”).


3.
MEMBERSHIP
Member of the Plan (“Member”) shall be limited to the regular employees of P&G JAPAN G.K. and its group companies (collectively “Company”).


4.
DURATION OF THE PLAN
The Plan is not designed to be in effect for any specific period of time, and the Company may amend, suspend, or terminate the Plan at any time. Upon any such termination, no further Member Contributions (as defined below; hereinafter the same) or Company Contributions will be made for payroll periods ending after the termination date. Further, upon such termination, the Company may direct that value of the balance of purchased shares attributable to each Member’s account be paid to that Member in a single lump sum payment, in the form of cash or shares of common stock at the election of the Company.


5.
ADMINISTRATION OF THE PLAN
A portion of the administrative work of the Associations shall be entrusted to Daiwa Securities Co. Ltd. (“Daiwa ”). Daiwa will act as a fiduciary with respect to purchasing the shares of common stock under the Plan. They will maintain records, send statements of account of Members of the Plan and, upon termination of Members from the Plan, administer the withdrawals and distributions of the shares then attributable to those Members. Daiwa performs its services pursuant to an agreement with the Company. Either party to that agreement may terminate the agreement by notifying the other party of its intention of the termination.

6.
CONTACTS
For additional information about the Association Plan and its administrators, Member may contact the following address:
The Employees’ Shareholding Association of P&G Group
7-1-18, Onoedori, Chuo-ku, Kobe 651-0088 Japan E-mail: esppadmin.im@pg.com


7.
PURCHASE OF THE STOCK
The Association will aggregate all monthly Member Contributions and Company Contributions upon receipt and transfer them to Daiwa. Daiwa shall then purchase the common stock of P&G at the then prevailing price of P&G shares at the New York Stock Exchange on the 25th day of the month or on the previous business day if the 25th calendar day is not a business day at the New York Stock Exchange.  Dividends will be allotted and recorded for Members in proportion to the number of shares held by each Member, added to the amount of contributions which are received and used for the next stock purchase.


8.
COMMISSIONS
Administration commissions and consumption tax are payable by the Company to Daiwa. Purchase fees are charged to the Association depending on the monthly purchase amount and the Association deducts the purchase fees from the total Member Contributions. Bank transfer fees and sales commissions are payable by the Members to Daiwa, depending on the amount of shares to be sold.


9.
MEMBER CONTRIBUTION
Member contributions (“Member Contributions”) will be deducted from the Members’ monthly salaries and semi- annual bonuses (only for Members who are eligible to receive semi-annual bonuses) and aggregated for the purpose of the next share purchase. If a Member wishes to change his/her monthly contribution or to suspend it temporarily, he/she should submit an application to the Chairman of the Association by the end of the month preceding the month in which the Member wishes to change or suspend his/her contribution levels. However, even without submitting an application for suspension of contributions, in case of shortage for contributions, his/her payroll contributions may be suspended from the following month upon an approval of the Chairman.


10.
MINIMUM /MAXIMUM OF MEMBER CONTRIBUTIONS
Members’ monthly contributions derived from salary deductions shall be in units of 1,000 yen, and the maximum monthly contribution from a Member’s salary shall be 100,000 yen per Member who gets paid semi-annual bonuses except store managers, and 150,000 yen per Member who doesn’t get paid semi-annual bonuses and store managers. Member Contributions derived from semi-annual bonuses shall be 3 times the monthly Member Contributions: in units of 3,000 yen, and the maximum contribution from a Member’s bonus shall be 300,000 yen per Member.  Subject to the monthly and annual limits, there is no limit on the total amount of Member Contributions that a Member can make during his or her participation in the Plan.


11.
COMPANY CONTRIBUTIONS
Company contributions (“Company contributions”) will be added to the Member Contributions and in an amount equal to twenty percent (20%) of such Member Contributions and the limit of Company Contributions which will be added to the Member Contributions based on a salary or a bonus deduction is as follows.

 
Contributions limit based on a salary deduction
Contributions limit based on a bonus deduction
Members who don’t get paid bonuses
and store managers
JPY 9,000
-
Members who get paid bonuses except store managers
JPY 6,000
JPY 18,000


12.
TAXATION
The taxes imposed on the Company Contributions shall be allocated to each Member.



13.
ACCOUNT STATEMENT
1.
Daiwa shall send semi-annual statements to each Member specifying the shareholdings and balance in his/her account and other pertinent account details under the Plan. Such statements shall be sent to Members at the end of March and September of each year.
2.
Daiwa also sends annual report to each Member specifying dividend and its local tax paid in previous year. Such report shall be sent to Members by end of January of each year
3.
The statement and report in the preceding paragraphs shall be re-issued upon members’ request under Article 15 paragraphs 4 of the Regulations of the Employees’ Shareholding Association of P&G Group


14.
RESALE RESTRICTIONS
Members are prohibited from transferring their interest in the Association’s assets including allotted stock to a third party or creating a pledge thereon. The same shall apply for the Members’ claims for the refund of investment to the Association.


15.
WITHDRAWALS FROM THE PLAN
1.
Members shall be entitled to withdraw allotted stock in multiples of 100 shares from the Association’s assets. A Member wishing to withdraw stock shall submit the required forms to the Chairman by the end of the month.
2.
In the event of the preceding paragraph, the Association shall return the stock to that Member by transferring to the account held with Daiwa in the name of that Member.


16.
MEMBER WITHDRAWAL FROM THE ASSOCIATION PLAN
A Member may completely withdraw from and discontinue membership in the Association’s Plan by submitting a notice of withdrawal to the Chairman of the Association. If a Member leaves the Company, he/she is also no longer eligible for Association Plan membership; upon leaving the Company, he/she will therefore cease to be a Member. Members who withdraw from the Association are not readmitted to join the Association.

1.
In the event that a Member withdraws from the Association, the Member’s shares of stock and residual amount shall be returned to him or her. Shares numbering less than one share shall be converted into cash on the basis of the closing price of the stock at New York Stock Exchange as of the 10th day of the month immediately after the withdrawal (or should this fall on a holiday or a day when the New York Stock Exchange is closed, the immediately preceding trading day).

2.
In the case of the preceding paragraph, the Association shall return the shares of stock in multiples of one share to that Member by transferring to the account held with Daiwa in the name of that Member, and refund any settlement money through the same account.
3.
A Member who has withdrawn from the Association shall submit a notice of withdrawal and form of claim for the refund of investment in the Association by basically end of the resignation month so that the Member will receive return of investment pursuant to the preceding paragraph based on the submitted documents.
4.
Regardless of preceding paragraph, if the member does not submit a notice of withdrawal and form of claim for the refund of investment to the Association within 3 years after the resignation date, the member is regarded that the member abandoned the right to claim the refund of investment and the Association claims the refund and obtain the refund as miscellaneous income of the Association.For the members who resigned before October 31, 2018, if the member has not submitted the notice of withdrawal and form of claim for the refund of investment, and 10 years passes after the resignation date, then the member is regarded that the employee abandoned the right to claim the refund and the Association will claim the refund and the Association obtains the refund of this member as miscellaneous income.

A Member’s account and shares shall not be transferred to the International Stock Ownership Plan or any other employee stock plans offered by P&G upon such Member’s transfer of employment to another Procter & Gamble subsidiary.

17.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by P&G with the Securities and Exchange Commission (the “Commission”) (File No. 1-434) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
1.
Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended June 30, 2008 filed on Form 10-K/A on October 3, 2008.
2.
The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2008 as conformed to organizational and segment measurement changes contained in the Company's Form 8-K filed November 6, 2008.
3.
The Company’s Quarterly Report on Form 10-Q filed on October 30, 2008, for the period ended September 30, 2008.
4.
The Company’s Current Report on Form 8-K/A filed on October 8, 2008 and the Company’s Current Reports on Form 8-K filed on October 29, 2008, October 31, 2008, November 4, 2008 and November 6, 2008.
5.
The Plan’s Annual Report on Form 11-K filed on October 2, 2008.
6.
All other document filed by P&G in connection with the Plan pursuant to Sections 13 (a), 13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement or any Prospectus hereunder. Any statement contained herein, in any subsequent Prospectus hereunder or in any document subsequently filed with the Commission is deemed to be incorporated by reference, but any such statement shall not be deemed, to constitute a part of the Registration Statement or any Prospectus hereunder unless such statement is modified or superseded.


Copies of any or all of these documents, other than exhibits to these documents, unless such exhibits are specifically incorporated by reference into such documents, are available without charge to Plan Members, upon their written or oral requests. A copy of P&G’s most recent Annual Report to shareholders will also be provided upon request without charge. Requests should be directed to the Association indicated in 6. CONTACTS.

Requests or for additional information about the Plan or its Trustees should be directed to the same contact above.







 
Regulation of the Employees’ Shareholding Association of P&G Group
 


















Date of Revision: February 1, 2021










The Employees’ Shareholding Association of P&G Group



Regulations of the Employees’ Shareholding Association of P&G Group


NAME
Article 1
This organization shall be called the Employees’ Shareholding Association of P&G (hereinafter referred to as the “Association”).
FORMATION AND INVESTMENT
Article 2
The Association shall be regarded as a partnership under the provisions of Article 667 paragraph 1 of Civil Code, and the contributions under Article 7 paragraphs 1 and 5 herebelow, the subsidies under Article 8 herebelow, the dividends under Article 11 paragraph 2 herebelow and the proceeds from sales of share options under Article 12 paragraph 2 herebelow shall constitute the investment in the Association.

PURPOSE
Article 3
The purpose of the Association is to contribute to the formation of assets by its members by facilitating their acquisition of the common stock of The Procter & Gamble Company.
MEMBERSHIP
Article 4
Membership shall be limited to the regular employees of P&G Japan G.K. and its group companies (hereinafter referred to as the “Company”).
ADDMISSION TO THE ASSOCIATION
Article 5
1.
Persons eligible for membership under the preceding Article may join the Association at any time. Applications shall be accepted each month for admission in the following month.
2.
Based on Withholding Foreign Partnership contract in the US new applicants are requested to submit Form W- 8BEN (W-9 for US partners including US Nationalities and Green card holders) at the time of admission.

WITHDRAWAL FROM THE ASSOCIATION
Article 6
1.
A member may withdraw from the Association in a given month by submitting a notice of withdrawal to the Chairman by the end of the preceding month.
2.
A member shall cease to be a member when he or she no longer qualifies under Article 4.
3.
Members who withdraw from the Association are not readmitted to join the Association.

EMPLOYEES’ CONTRIBUTIONS
Article 7
1.
Members shall make contributions in the amounts specified below.
1)
Monthly contributions
-
For members who don’t get paid bonuses and store managers, monthly contributions shall be in units of 1,000 yen and the maximum monthly contribution is 150 units per member.
-
For members who get paid bonuses, monthly contributions shall be in units of 1,000 yen and the maximum monthly contribution is 100 units per member.
2)
Contributions from bonuses
-
For members who don’t get paid bonuses and store managers, contributions shall not be made
-
For members who get paid bonuses, contributions from bonuses shall be 3 times the monthly contribution of each member.
2.
A member wishing to change the amount contributed in the preceding paragraph by him or her is required to submit an application to the Chairman by the end of each month.The change will take effect from the following month.
3.
Should a member face difficulties in making contributions because of compelling circumstances, he or she may suspend payroll contributions to the Association from a given month by submitting an application for suspension of contributions to the Chairman by the end of the preceding month.
However, even without submitting an application for suspension of contributions, in case of shortage for contributions stated in paragraph 1, payroll contributions may be suspended from the following month upon an approval of the Chairman.
4.
To resume contributions, the member is required to submit an application to the Chairman by the end of a given month, and can resume contributions from the following month.
5.
In addition to the contributions under paragraph 1, members may make additional contributions as investment in the Association. Contribution form, timing, maximum amount and procedures, etc. shall be as the Association determines from time to time.

INVESTMENT OF COMPANY SUBSIDIES
Article 8
Members shall invest in the Association the subsidies provided by the Company for contributions under Article 7 paragraph 1 at a rate of subsidies which is separately stipulated in the Memorandum between the Company and the Association. Subsidies provided by the Company for contributions under Article 7 paragraph 1 items and 2, shall be limited as follows.
 
The maximum number of units to which subsidies are paid based on monthly contributions
The maximum number of units to which subsidies are paid based on bonus contributions
Members who don’t get paid bonuses and
store managers
45 units
 
Members who get
paid bonuses except store managers
30 units
90 units

PURCHASE OF STOCK
Article 9
1.
The Association shall purchase the stock of The Procter & Gamble Company on the New York Stock Exchange for the aggregate of contributions under Article 7 paragraph 1, the subsidies under the preceding Article, the dividends under Article 11, proceeds from the sale of share options under Article 12 and the residual amount under paragraph 3 of this Article (hereinafter referred to as “Stock Purchase Funds”), on the 25th day of each month(or on the immediately preceding business day if the 25th day is not business day) and on the pay day in the cases of the contributions from bonuses.The stock shall be purchased in integral trading units of the stock by consignment purchase to Daiwa Securities Co. Ltd. (hereinafter referred to as “Daiwa Securities”).
2.
Without regard to the preceding paragraph, the amount converted into cash specified under Article 19 shall first be deducted from the Stock Purchase Funds.
3.
The residual amount of Stock Purchase Funds remaining after the application of the Stock Purchase Funds of the purpose specified in the preceding two paragraphs (hereinafter referred to as the “Residual Amount”) shall be carried forward and added to the Stock Purchase Funds for the next stock purchase.
4.
The Association shall purchase stock with the additional contributions under Article 7 paragraph 5 and subsidies under the preceding Article without delay after they are received.The regulations under the second sentence of paragraph 1 and the preceding paragraph shall be applied mutatis mutandis.
ALLOTMENT OF STOCK AND RECORDING
Article 10
1.
Purchased stock shall be allotted to and recorded for the account of each member in proportion to the member’s contribution to the Stock Purchase Funds under Article 9 paragraph 1 or additional contributions under the same Article paragraph 4 each time stock is purchased. Stock held for the account of each member shall be computed to the third decimal place with any fraction being rounded off, the remainder to be added to the number of shares of stock purchased at the next stock purchase.
  2.
The Residual Amount shall be allotted to and recorded for the account of each member in proportion to the amount of Stock Purchase Funds contributed by each member.Any amount below one yen shall be carried forward and added to Stock Purchase Funds for the next stock purchase.
3.
The number of shares of stock and the Residual Amount allotted and recorded pursuant to paragraphs 1 and 2 represent each member’s notional interest, and the purchased stock and the Residual Amount shall be owned by the Association formed as a partnership under the Civil Code.

CONTRIBUTION OF DIVIDENDS
Article 11
1.
Dividends shall be allotted to and recorded for the account of members as of the record date designated by The Procter & Gamble Company in proportion to the shares of stock held for the account of each member.
2.
Members shall contribute the allotted dividends specified in the preceding paragraph to the Association as additional contributions of investment for the purpose of purchasing stock.
3.
Purchase of stock with additional contributions under proceeding paragraph shall be made by adding to contributions under Article 7 paragraph 1 items 1 and 2 and paragraph 5 after the allotted dividends are received.
HANDLING OF SHARE OPTIONS
Article 12
1.
Should the share options involving capital contribution be issued to the Association’s purchased stock as allotment to shareholders, the share options shall be sold, and the proceeds are allotted to and recorded for the account of members as of the record date in proportion to the number of shares of stock held for the account of each member. Article 10 paragraph 2 shall be applied mutatis mutandis to the handling of fractions.
2.
Members shall contribute the proceeds specified in the preceding paragraph to the Association as investment for the purpose of purchasing stock.
STOCK SPLITS
Article 13
Should the Association receive additional stock as a result of stock splits, the additional stock shall be allotted to and recorded for the account of members as of the record date in proportion to the number of shares held for the account of each member.  Article 10 shall be applied mutatis mutandis to the handling of fractions.
MANAGEMENT OF STOCK AND OWNER OF RECORD
Article 14
1.
The Chairman shall be registered as the owner of record of the stock.
2.
The Chairman shall deposit the stock entrusted under the provisions of the preceding paragraph with Daiwa Securities. Daiwa Securities shall redeposit the stock with a custodian bank. In this case, the custodian bank shall be registered as the owner of record of the stock.
STATEMENTS
Article 15
1.
The Association shall send biannual statement specifying each member’s balance to each member in April (in the case of the statement as of the end of March) and October (in the case of the statement as of the end of September).
2.
The Association shall send annual report specifying divided paid within previous year to each member in January.
3.
Daiwa Securities shall provide statement and annual report to the Association based on entrustment of administration under the Article 26.
4.
Biannual statement and annual dividend report can be re-issued upon members’ application in given process (reissuing statement for past 10 years at maximum, dividend report for past 5 years at maximum is available).
5.
The Association shall request Daiwa to reissue stock withdrawal statement based on members’ application in same process as paragraph #4.

PROHIBITION ON DISPOSAL OF STOCK
Article 16
Members are prohibited from transferring their interest in the Association’s assets including allotted stock to a third party or creating a pledge thereon.  The same shall apply for the members’ claim for the refund of investment to the Association.

VOTING RIGHTS
Article 17
The Chairman shall be entitled to exercise voting rights of the allotted stock after notifying the members of the contents of Notice of Annual Meeting of Shareholders and Proxy Statement. Members may instruct the Chairman as to the exercise of the voting rights at every Annual Meeting of Shareholders.
WITHDRAWAL OF STOCK
Article 18
1.
Members shall be entitled to withdraw allotted stock in multiples of 100 shares from the Association’s assets. A member wishing to withdraw stock shall submit the required forms to the Chairman by the end of the month.
2.
In the event of the preceding paragraph, the Association shall return the stock to that member by transferring to the account held with Daiwa Securities in the name of that member.

RETURN OF INVESTMENT UPON WITHDRAWAL FROM THE ASSOCIATION
Article 19
1.
In the event that a member withdraws from the Association, the member’s shares of stock and Residual Amount shall be returned to him or her.  Shares numbering less than one share shall be converted into cash on the basis of the closing price of the stock at New York Stock Exchange as of the 10th of the month immediately after the withdrawal (or should this fall on a holiday or a day when the New York Stock Exchange is closed, the immediately preceding trading day).
2.
In the case of the preceding paragraph, the Association shall return the shares of stock in multiples of one share to that member by transferring to the account held with Daiwa Securities in the name of that member, and refund any settlement money through the same account.
3.
A member who has withdrawn pursuant to Article 6 shall submit a notice of withdrawal and form of claim for the refund of claim for the refund of investment to the Association by end of the resignation month so that the member will receive return of investment pursuant to the preceding paragraph.
4.
Regardless of preceding paragraph, if the member does not submit a notice of withdrawal and form of claim for the refund of investment to the Association within 3 years after the resignation date, the member is regarded that the member abandoned the right to claim the refund of investment and the Association claims the refund and obtain the refund as miscellaneous income of the Association. For the members who resigned before October 31, 2018, if the member has not submitted the notice of withdrawal and form of claim for the refund of investment, and 10 years passes after the resignation date, then the member is regarded that the employee abandoned the right to claim the refund and the Association will claim the refund and the Association obtains the refund of this member as miscellaneous income.

HANDLING OF PERSONAL INFORMATION
Article 20
1.
Members agree that the Association uses and handles the personal information and the Specific Personal Information submitted by members and the personal information and the Specific Personal Information the Association obtains from the organization assigned (hereinafter referred to as “ Personal Information of Members”) to properly carry administrative operations based on this Regulation (including, but not limited to, procedures of admission to or withdrawal from the Association, purchase of stock, computation of dividends, proper procedures concerning tax and delivery of several kinds of statements, hereinafter referred to as “Shareholdings Association Administrative Operations”).
2.
The Association shall take necessary and proper measures of information management such as Installation of rule for handling Specific Personal Information, for safe control of Personal Information.
3.
Members agree that: (i) a portion of the administrative work of the Association shall be entrusted to Daiwa Securities Co. Ltd. under Article 26, (ii) the Association provides Personal Information of Members to Daiwa Securities and (iii) Daiwa Securities uses Personal Information of Members for it to properly perform the administrative work that shall be entrusted by the Association. Members also agree that, for the purposes of efficient administrative work in respect of the return of the stock and settlement money pursuant to Articles 18 and 19, the Association will provide Daiwa Securities with the Personal Information of Members, and both the Association and Daiwa Securities will use each other the Personal Information of Members.


EXECUTIVES
Article 21
1.
A number of directors (including a Chairman and a Vice Chairman) and an auditor shall be elected to administer the Association. Directors constitute the board of directors.
2.
A director and the auditor specified under the preceding paragraph shall be elected from among the members of the Association in conformity with the following procedures.
1)
The incumbent board of directors shall recommend candidates for the succeeding term at least one month prior to the expiration of their term of office. The Chairman shall notify the members of the names of candidates in writing.
2)
Members opposed to candidates recommended under the preceding item shall notify the Chairman to this effect in writing.
3)
So long as the number of objections received does not constitute more than half of the total number of members two weeks after the notification under item 1 was dispatched, the candidates concerned shall be regarded as elected and shall assume their posts at the expiration of the incumbent executives’ term of office.
4)
Should the number of objections under item 2 constitute more than half of the total number of members, the Chairman shall recommend a new candidate and repeat the procedures under items 1and 3.
3.
The term of executives shall expire on the last day of June two years after they are elected, provided however that the term of office shall be extended until executives for the following term are duly elected in the event that the procedures under Article 21 paragraph 2 item 4 have not been completed or, for other reasons, the executives for the following term have not been elected. Re-election of executives shall not be precluded.
4.
The Chairman and the Vice Chairman shall be elected from among the directors.The Chairman shall represent the Association, and in the event that he or she is unable to perform his or her duties the Vice Chairman shall act for him or her. Directors may state opinions on governance of the Association. Directors and auditor can put opinions towards the operation and governance of the Chairman.
5.
The auditors shall audit the operation and accounts of the Association and needs to notify the Chairman. When needed, the auditor may request for the reveal of information about the status of the Association and operation. The auditor may express opinions at meetings of the board of directors.
6.
Independent from Board of Directors, 1 governance owner shall be placed. Governance Owner leads the overall governance of operation and third-party maintenance, and may suggest for improvement to Board of Directors. Governance owner does not need to go through election process in paragraph 2.

BOARD OF DIRECTORS
Article 22
1.
The board of directors shall be convened by the Chairman as necessity arises.
2.
Business cannot be transacted unless more than half of the board is present, and all matters shall be decided by a majority of those present.
3.
The board shall act on the following matters:
1)
matters concerning administration of the Association;
2)
matters concerning interpretation of the Regulations of the Association;
3)
matters to be decided by the board of directors in accordance with the Regulations of the Association;
4)
other matters as the Chairman may determine are to be resolved by the board of directors.
4.
Without regard to the provisions under paragraphs 1 and 2 above, with any good reasons, business can be transacted in writing.
BUSINESS REPORTS
Article 23
The board of directors shall prepare a report on operations as of the end of June for the past year every year, and release it to the members after obtaining the authorization of the auditors.

REVISION OF THE REGULATION
Article 24
The regulations of the Association shall be revised in conformity with the following procedures.
1)
The board of directors shall propose an amendment, and the Chairman shall notify the membership of it in writing.
2)
Members opposed to the amendment under the preceding item shall notify the Chairman in writing.
3)
So long as the number of objections received does not constitute unless more than half of the total number of members two weeks after notification under item 1 was received by the members, the amendment shall be regarded as approved.
4)
Should the number of objections under item 2 constitute unless more than half of the total number of members, the board of directors shall revise the amendment concerned and repeat the procedures under item 1and 3.

SECRETARIAT
Article 25
The Secretariat of the Association shall be established in Department of HR Services and Solutions of the Company for the purpose of transacting the Association’s business.

ENTRUSTMENT OF ADMINISTRATIVE WORK
Article 26
A portion of the administrative work of the Association shall be entrusted to Daiwa Securities. Governance owner of the Association manages the consignment.
EXPENSES
Article 27
1.
Expenses arising from the operations of the Association shall be borne by the members.
2.
A member shall be reimbursed for the burden required in the preceding paragraph by the Company.



SUPPLEMENTARY PROVISIONS
1.
The above Articles will take effect from May 26, 1986.
2.
The above Articles will take effect from September 1, 1995.
3.
The above Articles will take effect from July 1, 1997.
4.
The above Articles will take effect from September 1, 1999.
5.
Company subsidy described in Article 8 will be 20% of member’s contribution effective September 1, 1999.
6.
Member shall be able to withdraw allotted stock in multiples of 50 shares under Article 18 by the end of August, 1999.
7.
The Articles 1 and the Articles 4 will take effect from April 1st, 2001
8.
The Articles 9-1, the Articles 14-2 and the Articles 19 will take effect from April 30th, 2004
9.
The Article 7 and 8 will take effect from January 1, 2005.
10.
The Article 20 and 25 will take effect from April 1, 2005.
11.
The above Articles will take effect from September 1, 2008.
12.
The Article 5 and the Article 6-3 will take effect from February 1, 2010.
13.
The Article 7-3 will take effect from July 1,2013.
14.
The Article 15-2, 4 and 5 will take effect from October 1,2015.
15.
The above Articles will take effect from October 1, 2016
16.
The above Articles will take effect from September 1, 2018
17.
The above Articles will take effect from November 1, 2018
18.
The above Articles will take effect from April 20, 2020



Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)

The Procter & Gamble Company
(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities
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)
400,000
$165.93(2)
$66,372,000(2)
$147.60
per
$1,000,000
$9,796.51
Total Offering Amounts
 
$66,372,000
 
$9,796.51
Total Fee Offsets
     
$0.00
Net Fee Due
 
 
 
$9,796.51
 
 
(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. Pursuant to Rule 416(c) of the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and for which no registration fee is required.
(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 June 12, 2024, within five business days prior to filing.

 

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