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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. | INCORPORATION OF DOCUMENTS BY REFERENCE |
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, and December 31,
2023.
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3.
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The Procter & Gamble 1-4-1 Plan’s Annual Report on Form 11-K filed on September 26, 2023.
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4.
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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, and April 9, 2024 (Accession Number 0000080424-24-000030).
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5.
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The description of the Company'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. | DESCRIPTION OF SECURITIES |
Item 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
Item 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Item 7. | EXEMPTION FROM REGISTRATION CLAIMED |
Item 8. | EXHIBITS |
4-1 |
4-2 |
5* |
23-1* |
23-3* |
24* |
99* |
107* |
Item 9. | UNDERTAKINGS |
(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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April, 12, 2024 |
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Jon R. Moeller
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||
*
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Chief Financial Officer (Principal Financial Officer)
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April, 12, 2024 | |
Andre Schulten
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*
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Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
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April, 12, 2024 | |
Matthew W. Janzaruk
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*
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Director
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April, 12, 2024 | |
B. Marc Allen
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|
|||
* | Director | April, 12, 2024 | ||
Brett Biggs |
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|||
* | Director | April, 12, 2024 | ||
Sheila Bonini |
||||
* | Director | April, 12, 2024 | ||
Angela F. Braly
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|
|
|
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*
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Director
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April, 12, 2024 | |
Amy L. Chang
|
|
|
||
*
|
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Director
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April, 12, 2024 | |
Joseph Jimenez
|
|
|
||
*
|
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Director
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April, 12, 2024 | |
Christopher Kempczinski
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|
|
||
*
|
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Director
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April, 12, 2024 | |
Debra L. Lee
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|
|
||
*
|
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Director
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April, 12, 2024 | |
Terry J. Lundgren
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|
|||
*
|
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Director
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April, 12, 2024 | |
Christine M. McCarthy
|
|
|||
* | Director | April, 12, 2024 | ||
Ashley McEvoy |
||||
* | Director | April, 12, 2024 | ||
Robert J. Portman |
||||
*
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Director
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April, 12, 2024 | |
Rajesh Subramaniam
|
|
|
||
*
|
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Director
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April, 12, 2024 | |
Patricia A. Woertz
|
|
|
(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 Procter & Gamble 1-4-1 Plan (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;
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(ii)
|
any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement; and
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(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.
|
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/ Angela F. Braly
|
|
|
Angela F. Braly
|
|
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
|
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Director
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/s/ Patricia A. Woertz
|
|
|
Patricia A. Woertz
|
|
Director
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1.
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THE PROCTER & GAMBLE COMPANY, incorporated in Ohio, USA), whose principal office is at
Cincinnati, Hamilton County, Ohio, USA (the "Company"); and
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2.
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LINK MARKET SERVICES TRUSTEES LIMITED, registered in England & Wales under company number 2729260 whose registered office is
at Central Square, 29 Wellington Street, Leeds, LS1 4DL (the "Trustee");
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(A)
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This Deed is supplemental to a Deed dated 9 September 2002 and made between inter alia the Company and The Procter and Gamble Company Share Incentive Plan Trustee Limited
as the Original Trustee (the "Principal Deed") whereby the Company established the Procter & Gamble 1-4-1 Plan (the "Plan").
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(B)
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Pursuant to Clause 22.1 of the Principal Deed, the Company has determined that, the Principal Deed should be amended on the terms of this Deed to take account of changes
to the Share Incentive Plan (SIP) Code since the Plan was first implemented in 2002.
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1.
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With effect from the date of this deed, the parties agree to amend the Principal Deed and rules as set out in Schedules 1 and 2.
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2.
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The Principal Deed and rules shall continue in full force and effect as set out in Schedule 3.
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Document and Number
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Amendment
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Reason
|
Trust Deed
|
||
6
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Replace “the Inland Revenue” with “HMRC”.
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Change in name of Tax authority
|
7.1.2
|
Replace reference to “paragraph 95 of Schedule 8” with “paragraph 80(2) of Schedule 2”.
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Updated legislation
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7.3
|
Replace “the Board of the Inland Revenue” with “HMRC”.
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22.1.4
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Replace with “no modification to any key feature (as defined in paragraph 85A (6) of Schedule 2) of the Plan shall take effect if the result would be that the Plan would no longer be a Schedule 2 share incentive
plan.”
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Updated legislation.
Change to HMRC practice, no longer possible to get approval of “Board of Inland Revenue”
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Rules - Definitions
|
||
Accounting period
|
Replace references to 224 and 225 of the Companies Act 1985 with 391 and 392 of the Companies Act 2006
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Updated legislation
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Associate
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Delete
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Updated legislation (Material Interest provisions to which this definition related no longer in SIP legislation)
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Associated Company
|
Replace with “the meaning set out in paragraph 94 of Schedule 2”
|
Optional change – wording is as set out in the legislation but could tie in with the legislative reference
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Business Day
|
Insert new definition “a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business”
|
Consequential change - Used in proposed new Notices clause
|
Capital Receipt
|
Replace with “means, in relation to a Participant’s Plan Shares, any money or money’s worth which the Trustees or the Participant become entitled to receive, save to the extent that it is disregarded in accordance
with the provisions of paragraphs 501(6), 502(4) and 502(5) of ITEPA 2003;”
|
Updated legislation
|
Close Company
|
Delete
|
Updated legislation (Material Interest provisions to which this definition related no longer in SIP legislation)
|
Connected Company
|
Replace with “the meaning set out in paragraph 18 of Schedule 2”
|
Optional change – wording is as set out in the legislation but could tie in with the legislative reference
|
CTA 2010
|
Insert new definition “Corporation Tax Act 2010”
|
Updated legislation
|
Control
|
Replace reference to s840 ICTA 1988 with section 719 ITEPA
|
Updated legislation
|
Eligible Employee
|
• Replace b) iii) with “is a
UK resident taxpayer as defined in paragraph 8(2) of Schedule 2”
• Delete b) iv)
• Replace b) v) with “is not participating at the same time in a
share incentive plan established by a Connected Company”
|
Updated legislation
|
Employees’ Share Scheme
|
Replace reference to 743 Companies Act 1985 with 1166 Companies Act 2006
|
Updated legislation
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HMRC
|
Insert new definition “HM Revenue & Customs”
|
Change in name of Tax authority
|
ICTA 1988
|
Delete
|
Updated legislation
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Inland Revenue
|
Insert new definition
|
Change in name of Tax authority – definition added for
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ITEPA 2003
|
Insert new definition “the Income Tax (Earnings and Pensions) Act 2003”
|
Updated legislation
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Market Value
|
Replace reference to paragraph 125 of Schedule 8 with paragraph 92 of Schedule 2 and reference to Inland Revenue Shares Valuation with HMRC Shares and Assets Valuation
|
Updated legislation
|
Material Interest
|
Delete
|
Change in legislation – Material Interest provisions no longer in SIP legislation
|
Qualifying Company
|
Replace reference to paragraph 14 of Schedule 8 with paragraph 17 of Schedule 2
|
Updated legislation
|
Relevant Amounts
|
(a) Replace £3,000 with
£3,600
(b) (i) replace £125 with
£150
(c) Delete
|
Updated legislation
|
Retirement Age
|
Delete
|
Change in legislation
|
Salary
|
Replace with “the meaning set out in paragraph 43(4) of Schedule 2”
|
Updated legislation
|
Schedule 2
|
Insert new definition “Schedule 2 to ITEPA 2003”
|
Updated legislation
|
Shares
|
Replace reference to “paragraphs 60 to 67 inclusive of Schedule 8” with “paragraphs 26 to 29 inclusive of Schedule 2”
|
Updated legislation
|
Rules - Number
|
||
8.2
|
Replace reference to paragraph 121(5) of Schedule 8 with paragraph 90(5) of Schedule 2
|
Updated legislation
|
9.2.
|
Replace 30 days with 90 days
|
Reflect current procedure
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9.2.1 and 9.2.2
|
Change default position to sale of shares
|
Reflect current procedure
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9.4.3
|
replace reference to 1981 to 2006
|
Updated legislation
|
9.4.5
|
replace Retirement Age – with “to the satisfaction of the UK Share Plan Manager”
|
Change in legislation
|
10.3.3
|
replace reference to paragraph 37 of Schedule 8 with paragraph 47 of Schedule 2
|
Updated legislation
|
10.5.1
|
Replace reference to paragraph 38 of Schedule 8 paragraph 48 of Schedule 2
|
Updated legislation
|
10.8.2.1
|
Replace “Banking Act 1987” with “Financial Services and Markets Act 2000”
|
Updated legislation
|
14.3
|
Replace 30 days with 90 days
|
Reflect current procedure
|
14.3.1 and 14.3.2
|
Change default position to sale of shares
|
Reflect current procedure
|
18.3
|
Replace 30 days with 90 days
|
Reflect current procedure
|
18.3.1 and 18.3.2
|
Change default position to sale of shares
|
Reflect current procedure
|
20.2.3
|
Delete – no longer any relevant amount for dividend shares and delete reference to Rule 20.2.3 in Rule 20.2.1
|
Change in legislation
|
23
|
Replace 30 days with 90 days
|
Reflect current procedure
|
23.2.1 and 23.2.2
|
Change default position to sale of shares
|
Reflect current procedure
|
24.5.1
|
Delete “30 days” and replace with “2 years”.
Delete “to or to the order of his legal personal representatives” and replace with “by:
24.5.1.1 transferring them to the Participant’s legal representatives or another person being a permitted transferee at the direction of the Participant’s legal representatives;
25.5.1.2 disposing of them (including to themselves or to a trust) and accounting (or holding themselves ready to account) for the proceeds to the Participant’s legal representatives or another person at the
direction of the Participant’s legal representatives; or
25.5.1.3 -in the absence of any specific direction from the Participant’s legal representatives, transferring them to the Participant’s representatives or disposing of them (including to themselves) as they shall
in their absolute discretion determine.”
|
Resolve issues around removing shares for deceased participants
|
25.1.3
|
Replace reference to section 416 ICTA 1988 with sections 450 and 451 of CTA 2010
|
Updated legislation
|
28.2.2.1
|
replace with “redeemable shares or securities issued as mentioned in paragraph C or D in section 1000(1) of CTA 2010 (distributions)”
|
Updated legislation
|
28.2.2.2
|
replace with “share capital issued in circumstances such that section 1022(3) of CTA 2010 (bonus issues) applies”
|
Updated legislation
|
28.2.2.3
|
replace with “share capital to which section 410 of ITTOIA 2005 (stock dividends) applies that is issued in a case where subsection (2) or (3) of that section applies”
|
Updated legislation
|
31.2
|
Replace “the Board of Inland Revenue” with “HMRC”
|
Updated name of Tax authority
|
33.1.1
|
Replace “the Inland Revenue” with “HMRC”
|
Updated name of Tax authority
|
33.2.2
|
Replace reference to paragraph 121 of Schedule 8 with paragraph 90 of Schedule 2
|
Updated legislation
|
33.3
|
Delete – Inland Revenue approval no longer relevant
|
Change in legislation
|
34
|
Delete - equivalent to paragraph 76 Schedule 8 (paragraph 78 Schedule 2 Acquisition by trustees of shares from employee share ownership trust) deleted from legislation under FA 2013 and update numbering for
following rules (Rule 35 becomes Rule 34, and so on)
|
Change in legislation and consequential amendments
|
34 (formerly 35)
|
Delete 34.1 and 34.3 and replace with the following:
“34.1 Any notice, document or other communication given under or in connection with the Plan shall be in writing and shall be sent by post or by email to the Appropriate Postal or Email Address. For the purposes of
this Rule 34.1. Appropriate Postal or Email Address means:
34.1.1 in the case of the Company, addressed to the UK Share Plan Manager at their usual place of business or to their email address; and
34.1.2 in the case of the Trustee, to any postal or email address provided to Participants for the purpose of contacting the Trustee; and
34.1.3 the work email address of an Eligible Employee or Participant who is permitted to receive personal emails at work or their home address if sent by post.
Any notice, document or other communication given under this Rule 34.1 shall be deemed to have been received
at 9.00am on the next Business Day after sending the email or two Business Days in the case of postal communication.
This Rule 34.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.”
Update numbering accordingly.
|
Suggested change to notice provisions
|
34.2 (formerly 35.2)
|
The word “email” shall be inserted between the words “an” and “address” where they appear on the penultimate line.
|
Suggested change to notice provisions
|
34.4(formerly 35.5)
|
Replace reference to “ICTA 1988” with “ITEPA 2003”
|
Updated legislation
|
39
|
Add new rule to provide for data protection “For the purpose of operating the Plan, the Company will collect and process information relating to Eligible Employees and Participants in accordance with the privacy
notice which is on the Company intranet.”
|
“New” legislation
|
(1) |
The Procter & Gamble Company (incorporated in Ohio, USA) whose principal office is situated at Cincinnati, Hamilton County, Ohio, USA (“the Company”);
|
(2) |
Procter & Gamble Share Incentive Plan Trustee Limited (incorporated in England and Wales under company number 4304207) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP (“the Original
Trustee”);
|
(3) |
Procter & Gamble Technical Centres Limited (incorporated in England and Wales under company number 3281294) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP;
|
(4) |
Procter & Gamble (Health & Beauty Care) Limited (incorporated in England and Wales under company number 436549) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP;
|
(5) |
Procter & Gamble (L&CP) Limited (incorporated in England and Wales under company number 3288185) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP;
|
(6) |
Procter & Gamble Product Supply (UK) Limited (incorporated in England and Wales under company number 3074536) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP;
|
(7) |
Procter & Gamble Pharmaceuticals UK, Limited (incorporated in England and Wales under company number 202929) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP;
|
(8) |
Clairol Limited (incorporated in England and Wales under company number 2486615) whose registered office is situated at The Heights, Brooklands, Weybridge, Surrey, KT13 0XP; and
|
(9) |
IAMS UK Limited (incorporated in England and Wales under company number 3169339) whose registered office is situated at Centurion Way, Meridian Business Park, Leicester, LE19 1WH.
|
(A) |
The Company wishes to establish a share incentive plan to be known as the Procter & Gamble 1-4-1 Plan approved in accordance with the provisions of Schedule 2 (formerly Schedule 8) and constituting an Employees’ Share Scheme.
|
(B) |
The Plan was adopted by the Directors on 9 September 2002.
|
(C) |
The Original Trustee has agreed to act as the first trustee of the Plan.
|
(D) |
The Original Trustee has received the sum of £50 from the Company as an initial contribution to the trusts established by this Trust Deed.
|
1.1 |
unless the context otherwise requires the definitions set out in Rule 1.1 of the Schedule shall apply and the following words and expressions shall have the following meanings:
|
Beneficiary |
a bona fide employee or former employee of a Subsidiary;
|
Charitable |
exclusively charitable under English law;
|
Trust Deed |
this trust deed in its present form or as amended from time to time;
|
Trust Period |
the period commencing on the date of this Trust Deed and ending on the expiry of 80 years from the date of this Trust Deed and so that the period of 80 years from the date of this Trust Deed shall be the perpetuity period for the purpose
of section 1 of the Perpetuities and Accumulations Act 1964; and
|
Trustee |
the Original Trustee and any additional or replacement trustee from time to time of the Plan.
|
1.2 |
Unless otherwise specified, the interpretation provisions of Rule 1.2 of the Schedule shall apply.
|
1.3 |
References to clauses are to clauses of this Trust Deed.
|
3.1.1 |
the Trustee shall not dispose of a Participant’s Free Shares during the Free Shares Holding Period, Matching Shares during the Matching Shares Holding Period or Dividend Shares during the Dividend Shares Holding Period (whether by transfer
to the Participant or otherwise) except as provided in the Rules;
|
3.1.2 |
the Trustee shall not (subject to the Rules) dispose of any of a Participant’s Free Shares after the end of the Free Shares Holding Period, Matching Shares after the end of the Matching Shares Holding Period or Dividend Shares after the
end of the Dividend Shares Holding Period except pursuant to a direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Shares is for the time being vested;
|
3.1.3 |
the Trustee shall deal with any right attaching to Free Shares, Matching Shares or Dividend Shares to be allotted or to acquire other shares, securities or rights of any description only pursuant to a written direction given by or on
behalf of the Participant or any person in whom the beneficial interest in such Free Shares, Matching Shares or Dividend Shares is for the time being vested.
|
3.2.1 |
the Trustee shall not (subject to the Rules) dispose of a Participant’s Contributory Shares (whether by transfer to the Participant or otherwise) except pursuant to a direction validly given by or on behalf of the Participant or any person
in whom the beneficial interest in those Contributory Shares is for the time being vested;
|
3.2.2 |
the Trustee shall deal with any right attaching to Contributory Shares to acquire other shares securities or rights of any description only pursuant to a written direction given by or on behalf of the Participant or any person in whom the
beneficial interest in the Contributory Shares is for the time being vested.
|
4.1.1 |
any monies or assets received from the Participating Companies for the purposes of the Plan but which have not been applied and which are not required to be applied under the Plan in an Appropriation; or
|
4.1.2 |
any assets relating to the Plan (including any amounts specifically paid to the Trustee as a contribution to any costs, charges and expenses incurred in connection with the establishment and operation of the Plan) which are not held for
the benefit of a Participant in consequence of an Appropriation to him or any acquisition of Contributory Shares by him and which are not required to be applied under the Plan.
|
7.1.1 |
the proper administration of the Plan; and
|
7.1.2 |
the PAYE obligations of the employer company (as that expression is defined in paragraph 80(2) of Schedule 2) so far as they relate to the Plan.
|
9.2.1 |
such Participating Company ceases to be a Subsidiary; or
|
9.2.2 |
a notice is served by the Company upon the Trustee and the Participating Company that the Plan shall cease to apply to that Participating Company; or
|
9.2.3 |
a Participating Company withdraws from the Plan on such conditions as may be agreed by the Company
|
10.1.1 |
contribute and pay to the Trustee such sums as are required by the Trustee to purchase or subscribe for Shares to be Appropriated to Participants of that Participating Company together with a fair proportion of the sums required to meet:
|
10.1.1.2 |
any remuneration payable to the Trustee
|
10.1.2 |
provide the Trustee with all information reasonably required from it for the purposes of the administration and operation of the Plan in such form as the Trustee may reasonably require.
|
11.3.1 |
any sum which can under clause 4.1 be recovered by the Trustee either out of the assets held subject to the Plan or from Participating Companies; and
|
11.3.2 |
any fraud, wilful misconduct, or in the case of a Trustee receiving remuneration for acting as a Trustee, negligence by it or any of its officers or employees.
|
11.4.1 |
become a director or other officer, or interfere in the management or affairs, of any company, any of the shares, debentures, debenture stock or securities which are held on the trusts created by the Trust Deed or of any company associated
with any such company, notwithstanding that the Trustee may have (whether directly or indirectly) a substantial holding in, or control of, any such company; or
|
11.4.2 |
seek information about the affairs of any such company but may leave the conduct of the affairs of any such company to its directors, officers or other persons managing the company provided the Trustee has no actual notice of any act of
dishonesty on the part of such persons in connection with the management of the company.
|
12.1.1 |
to agree with the Company (or as appropriate such other person to whom powers are delegated under clause 18.1) all matters relating to the operation and administration of the trusts created by the Trust Deed and so that no person claiming
an interest under the Trust shall be entitled to question the legality or correctness of any arrangement or agreement made between the Company (or as appropriate such other person to whom powers are delegated under clause 18.1) and the
Trustee in relation to such operation and administration;
|
12.1.2 |
from time to time in writing to authorise such other person or persons whether or not a Trustee, as the Trustee shall think fit to draw and endorse cheques and to give receipts and discharges for any monies or other property payable
transferable or deliverable to the Trustee and every such receipt or discharge shall be as valid and effectual as if such receipt or discharge was given by the Trustee and the production of such written authority of the Trustee shall be a
sufficient protection to any person taking any such receipt or discharge and (unless that person shall have received express notice in writing of the revocation of the authority) he shall be entitled to assume and act upon the assumption that
the authority remains unrevoked;
|
12.1.3 |
at any time, to borrow or raise money only for the purpose of subscribing for or purchasing Shares or any other purpose for which money may be applied under the Trust Deed. Any loan made by a Participating Company to the Trustee shall be
on such terms as the Participating Company and the Trustee agree;
|
12.1.4 |
to make any payment to any Beneficiary into the Beneficiary’s bank account and the Trustee shall be discharged from obtaining a receipt or seeing the application of any such payment; and
|
12.1.5 |
to pay any amount, whether income or capital, intended to be paid to, or applied for the benefit generally of, any minor to his or her parent or guardian, whose receipt shall be a valid discharge of the Trustee.
|
17.1.1 |
in the case of a Trustee which is a company (whether or not a trust corporation), one; and
|
17.1.2 |
in any other case, three.
|
17.1.3 |
while the number of Trustees is below the minimum number, a continuing Trustee shall not be entitled to exercise any power or discretion under the Trust Deed.
|
17.1.4 |
if, after the removal, retirement or death of a Trustee, there are fewer than the minimum number of Trustees required by clause 17.1.2, the Company shall forthwith appoint a new Trustee in place of the removed retiring or dead Trustee.
|
18 |
DELEGATION OF ADMINISTRATION BY THE COMPANY AND OTHER MATTERS
|
19 |
DURATION AND WINDING UP OF THE PLAN
|
19.1.1 |
the expiry of the Trust Period; and
|
19.1.2 |
a plan termination notice validly issued under Rule 33 of the Plan
|
20 |
SUPREMACY OF TRUST DEED OVER RULES OF PLAN
|
21 |
GOVERNING LAW AND JURISDICTION
|
22 |
AMENDMENT OF TRUST DEED AND RULES
|
22.1.2 |
no modification shall modify or alter to the disadvantage of the Trustee the provisions for its protection and indemnity contained in the Plan without the written agreement of the Trustee;
|
22.1.3 |
no modification shall be made which would or might infringe any rule against perpetuities or which could result in the Plan ceasing to be an Employees’ Share Scheme; and
|
22.1.4 |
no modification to any key feature (as defined in paragraph 85A (6) of Schedule 2) of the Plan shall take effect if the result would be that the Plan would no longer be a Schedule 2 share incentive plan.
|
1.1 |
In this Schedule, unless the context otherwise requires, the following words and expressions have the following meanings:
|
Accounting Period |
an accounting reference period of the Company within the meaning of section 391 of the Companies Act 2006 or a new accounting reference period of the Company within the meaning of section 392 of the Companies Act 2006;
|
Accumulation Period |
a period determined at the discretion of the UK Share Plan Manager, not exceeding 12 months which must be the same for all Participants;
|
Allocation Date |
the date on which a Share is allocated to a Participant by the Trustee which is:
|
i. |
in the case of a Free Share, the Free Shares Appropriation Date;
|
ii. |
in the case of a Contributory Share, the Contributory Shares Acquisition Date;
|
iii. |
in the case of a Matching Share, the Matching Shares Appropriation Date; and
|
iv. |
in the case of a Dividend Share, the Dividend Shares Acquisition Date.
|
Appropriate |
to confer a beneficial interest in Free Shares or Matching Shares on a Participant, subject to the provisions of the Plan, and the expressions “Appropriation” and “Appropriated” shall be construed accordingly;
|
Associated Company |
the meaning set out in paragraph 94 of Schedule 2;
|
Award |
the award to Participants of any one or more of Free Shares, Contributory Shares or Matching Shares in accordance with the Plan;
|
Business Day |
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
|
Capital Receipt |
means, in relation to a Participant’s Plan Shares, any money or money’s worth which the Trustees or the Participant become entitled to receive, save to the extent that it is disregarded in accordance with the provisions of paragraphs
501(6), 502(4) and 502(5) of ITEPA 2003;
|
Company |
The Procter & Gamble Company, a corporation existing under the laws of the State of Ohio, USA;
|
Connected Company |
the meaning set out in paragraph 18 of Schedule 2;
|
Contributory Shares |
Shares entitlement to which is as set out in Part II;
|
Contributory Shares Agreement |
an agreement issued by the UK Share Plan Manager under Rule 10.4;
|
Contributory Shares Closing Date |
the date specified in the Contributory Shares Invitation by which the completed Contributory Shares Agreement must be received by the UK Share Plan Manager;
|
Contributory Shares Invitation |
an invitation issued by the UK Share Plan Manager under Rule 10;
|
(a) |
an Accumulation Period, the lower of the Market Value of a Share on:
|
(i) |
the first day of the Accumulation Period; and
|
(ii) |
the Contributory Shares Acquisition Date;
|
(b) |
no Accumulation Period, the Market Value of a Share on the Contributory Shares Acquisition Date.
|
Contributory Share Money |
the meaning given to that term by Rule 10.5.2;
|
Control |
the meaning set out in section 719 ITEPA 2003;
|
CTA 2010 |
Corporation Tax Act 2010;
|
Directors |
the board of directors of the Company, a duly authorised committee thereof or some other duly authorised officer of the Company;
|
Dividend Shares |
Shares acquired with dividends paid in respect of Plan Shares as set out in Part IV;
|
Dividend Shares |
the date on which the Trustee acquires
|
Acquisition Date |
Dividend Shares pursuant to Rule 19.4;
|
Dividend Shares Holding Period |
the period beginning on the Dividend Shares Acquisition Date and ending on the earlier of the third anniversary of that date and the date on which the Participant ceases to have any Relevant Employment;
|
Eligible Employee |
an individual who in the case of Free Shares at a Free Shares Appropriation Date, and in the case of Contributory Shares or Matching Shares:
|
(a) |
if there is no Accumulation Period, at the time the money for the acquisition of such Contributory Shares is deducted; and
|
(b) |
if there is an Accumulation Period, at the time of the first deduction of money for the acquisition of such Contributory Shares:
|
(i) |
is an employee of a Participating Company; and
|
(ii) |
has been such an employee (or has otherwise been an employee of a Qualifying Company) at all times during any Qualifying Period; and
|
(iii) |
is a UK resident taxpayer as defined in paragraph 8(2) of Schedule 2; and
|
(v) |
is not participating at the same time in a share incentive plan established by a Connected Company;
|
or |
an individual who at the relevant time satisfies the requirements above, excluding (iii), whom the Directors have, in their absolute discretion, determined should be included;
|
Employees’ Share Scheme |
the meaning set out in section 1166 of the Companies Act 2006;
|
Forfeiture Period |
the period(s) determined by the UK Share Plan Manager pursuant to Rules 4.3.7, 15.2.5 or 15.2.6, as appropriate, provided that the period(s) shall not exceed 3 years from the relevant date of Appropriation;
|
Free Shares |
Shares entitlement to which is as set out in Part I;
|
Free Shares Agreement |
an agreement issued by the UK Share Plan Manager under Rule 4;
|
Free Shares Appropriation Date |
the date on which the Trustee Appropriates an Award of Free Shares;
|
Free Shares Closing Date |
the date specified in the Free Shares Invitation by which the Free Shares Agreement must be received by the UK Share Plan Manager;
|
Free Shares Holding Period |
the period beginning on the Free Shares Appropriation Date and ending on a date determined from time to time at the discretion of the UK Share Plan Manager, and being not earlier than the third anniversary nor later than the fifth
anniversary of the Free Shares Appropriation Date or, if earlier, the date on which the Participant ceases to be in Relevant Employment and which period shall be the same for all Free Shares comprised in the same Award and shall not be
increased at any time in respect of Free Shares already Appropriated;
|
Free Shares Invitation |
an invitation to participate in an offer for Free Shares issued by the UK Share Plan Manager under Rule 4;
|
HMRC |
HM Revenue & Customs:
|
Initial Market Value |
the Market Value of a Share:
|
(i) |
in the case of Free Shares, on the Free Shares Appropriation Date;
|
(ii) |
in the case of Matching Shares, on the Matching Shares Appropriation Date; and
|
(iii) |
in the case of Dividend Shares, on the Dividend Shares Acquisition Date;
|
Inland Revenue |
a UK tax authority which was an equivalent body to HMRC prior to 18 April 2005;
|
ITEPA 2003 |
the Income Tax (Earnings and Pensions) Act 2003;
|
Market Value | (a) | where the Shares are listed on the New York Stock Exchange: |
(i) |
if all the Shares allocated to Participants on an Allocation Date were purchased by the Trustee on the market on that Allocation Date, the price or the average of the prices at which the Trustee acquired the Shares on that day;
|
(ii) |
if not all the Shares allocated to Participants on an Allocation Date were purchased by the Trustee on the market on that Allocation Date, the closing price of a Share (as derived from the Financial Times) for the dealing day immediately
preceding the Allocation Date;
|
(b) |
where the Shares are not listed on the New York Stock Exchange, the market value of a Share as determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and paragraph 92 of Schedule 2 and agreed
for the purposes of the Plan with HMRC Shares and Assets Valuation on or before that day;
|
Matching Shares |
Shares entitlement to which is as set out in Part III which shall:
|
(a) |
be shares of the same class and carry the same rights as the Contributory Shares to which they relate;
|
(b) |
be Appropriated on the same day as the Contributory Shares to which they relate are acquired; and
|
(c) |
be Appropriated to all Participants on exactly the same basis;
|
Matching Shares |
the date on which the Trustee Appropriates
|
Appropriation Date |
an Award of Matching Shares;
|
Matching Shares Holding |
the period beginning on the Matching Shares
|
Period |
Appropriation Date and ending on a date determined from time to time at the discretion of the UK Share Plan Manager, and being not earlier than the third anniversary nor later than the fifth anniversary of the Matching Shares Appropriation
Date or, if earlier, the date on which the Participant ceases to be in Relevant Employment, and which period shall be the same for all Matching Shares comprised in the same Award and shall not be increased at any time in respect of Matching
Shares already Appropriated;
|
New York Stock Exchange |
the New York Stock Exchange or any successor body;
|
Offer |
a general offer which is made to holders of shares of the same class as Plan Shares or of other shares in the Company and in either case which is made on condition that if satisfied the person making the offer will have Control of the
Company;
|
Participant |
an Eligible Employee to whom the Trustee has made an Appropriation or on whose behalf Contributory Shares or Dividend Shares have been acquired or, where the context permits, an Eligible Employee who has submitted a duly completed Free
Shares Agreement or Contributory Shares Agreement in accordance with Rule 4.3.5 or 10.3.5 respectively;
|
Participating Company |
a Subsidiary which is a party to the Trust Deed or has pursuant to clause 9 executed a deed of adherence;
|
Performance Allowance |
an Appropriation of Free Shares where:
|
(a) |
whether or not Free Shares are Appropriated; and/or
|
(b) |
the number or value of Free Shares Appropriated is subject to the satisfaction of a Performance Target;
|
Performance Target |
a performance target imposed by the UK Share Plan Manager under Rule 6;
|
Performance Unit |
a group comprising one or more Participants to whom a Performance Target applies;
|
Plan |
The Procter & Gamble Company HMRC Approved Share Incentive Plan as constituted by this Trust Deed and Rules in their present form or as amended from time to time and known as the Procter & Gamble 1-4-1 Plan;
|
Plan Shares |
Free Shares, Contributory Shares, Matching Shares and Dividend Shares which have been Appropriated to a Participant or are held on his behalf by the Trustees;
|
Qualifying Company |
the meaning set out in paragraph 17 of Schedule 2;
|
Qualifying Corporate Bond |
the meaning set out in section 117 of the Taxation of Chargeable Gains Act 1992;
|
Qualifying Period |
a period determined by the UK Share Plan Manager in relation to any Award of Shares under the Plan which may be different for different Awards provided that:
|
(a) |
in the case of Free Shares it shall not exceed the period of 18 months before the Free Shares Appropriation Date;
|
(b) |
in the case of Contributory Shares and Matching Shares where there is an Accumulation Period it shall not exceed the period of 6 months before the beginning of the Accumulation Period;
|
(c) |
in the case of Contributory Shares and Matching Shares where there is no Accumulation Period it shall not exceed the period of 18 months before the deduction of money for the acquisition of such Contributory Shares;
|
Relevant Amount | (a) | in respect of Free Shares, £3,600 in any Year of Assessment; |
(b) |
in respect of Contributory Shares, the lower of:
|
(i) |
£150 per month or if the Salary is not paid monthly such amount as bears to £150 the same proportion as the pay interval in question bears to one month; and
|
(ii) |
10 % of Salary which if there is no Accumulation Period shall mean 10% of the Salary payment concerned and if there is an Accumulation Period shall mean 10% of the total Salary of the Participant over that period;
|
Relevant Employment |
employment by the Company or any Associated Company of the Company;
|
Rules |
these rules as from time to time amended;
|
Salary |
the meaning set out in paragraph 43(4) of Schedule 2;
|
Schedule 2 |
Schedule 2 to ITEPA 2003;
|
Shares |
shares of fully paid common stock in the capital of the Company (or any shares representing the same) which satisfy the conditions in paragraphs 26 to 29 inclusive of Schedule 2;
|
Subsidiary |
any UK incorporated company over which the Company has Control;
|
UK Share Plan Manager |
the duly authorised officer or officers of a Participating Company whom the Directors have appointed to act in such capacity for the purpose of the Plan; and
|
Year of Assessment |
a period commencing on 6 April in any year and ending on 5 April in the following year.
|
1.2 |
In the Plan, unless otherwise specified:
|
1.2.1 |
the contents, clause and Rule headings are inserted for ease of reference only and do not affect their interpretation;
|
1.2.2 |
references to clauses, Rules, Parts and the Schedule are to clauses, rules, parts of, and the schedule to the Plan;
|
1.2.3 |
a reference to writing includes any mode of reproducing words in a legible form and reduced to paper;
|
1.2.4 |
the singular includes the plural and vice-versa and the masculine includes the feminine;
|
1.2.5 |
a reference to a statutory provision includes any statutory modification, amendment or re-enactment thereof; and
|
1.2.6 |
the Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.
|
4.1 |
Discretion of Directors
|
4.2 |
Limit on individual participation
|
4.3 |
Contents of Free Shares Invitations
|
4.3.1 |
the Free Shares Closing Date;
|
4.3.2 |
the expected Free Shares Appropriation Date;
|
4.3.3 |
the Free Shares Holding Period;
|
4.3.4 |
that, by accepting the Free Shares Invitation, the Eligible Employee becomes bound in contract with the Company to observe the restrictions set out in the Free Shares Agreement;
|
4.3.5 |
that an Eligible Employee who wishes to accept the Free Shares under the Award shall submit to the UK Share Plan Manager, prior to the Free Shares Closing Date, a duly completed Free Shares Agreement;
|
4.3.6 |
that the individual shall only be entitled to an Appropriation of Free Shares if he remains an Eligible Employee at the Free Shares Appropriation Date;
|
4.3.7 |
that (as determined at the discretion of the UK Share Plan Manager) the provisions of either Rules 9.2 or 9.3 shall apply to the Award and, if Rule 9.3 applies, shall state what the applicable Forfeiture Period shall be; and
|
4.3.8 |
such additional information, not inconsistent with the Rules and the Trust Deed as the UK Share Plan Manager may from time to time determine.
|
4.4 |
Free Shares Agreement and Free Shares Invitations
|
4.5 |
Election to participate in any Award of Free Shares
|
5.1 |
Free shares may be allocated by reference to performance
|
5.2 |
Performance Allowances to apply to all
|
5.3 |
UK Share Plan Manager to provide information
|
5.3.1 |
notify each Participant participating in the Award of the Performance Targets to be used to determine the number or value of Free Shares Appropriated to him; and
|
5.3.2 |
notify all Eligible Employees of any Participating Company, in general terms, of the Performance Targets to be used to determine the number or value of Free Shares to be Appropriated to each Participant under the Award (provided that the
UK Share Plan Manager may exclude any information the disclosure of which it reasonably considers would prejudice commercial confidentiality).
|
5.4 |
Use of method 1 or method 2
|
5.5 |
Performance Allowances: method 1
|
5.5.1 |
at least 20% of Free Shares Appropriated under any Award shall be Appropriated without reference to a Performance Target;
|
5.5.2 |
the remaining Free Shares shall be Appropriated by reference to a Performance Target; and
|
5.5.3 |
the highest Appropriation made to a Participant by reference to performance in any period shall be not more than four times the number of Free Shares Appropriated to an individual without reference to a Performance Target at the same time.
|
5.5.4 |
the Free Shares Appropriated without reference to a Performance Target shall be Appropriated on the same terms as provided in Rule 5.7; and
|
5.5.5 |
the Free Shares Appropriated by reference to a Performance Target need not be Appropriated on the same terms as provided in Rule 5.7.
|
5.6 |
Performance Allowances: method 2
|
5.6.1 |
some or all Free Shares shall be Appropriated by reference to performance;
|
5.6.2 |
the Appropriation of Free Shares to Participants who are members of the same Performance Unit shall be made on the same terms, as provided in Rule 5.7; and Free Shares Appropriated for each Performance Unit shall be treated as separate
Awards for the purposes of Rule 5.7 only.
|
5.7 |
Same terms basis for Free Shares Awards
|
5.7.1 |
remuneration from;
|
5.7.2 |
length of service with;
|
5.7.3 |
number of hours worked for;
|
6.1 |
Imposition of Performance Targets
|
6.2.1 |
based on business results or other objective criteria; and
|
6.2.2 |
a fair and objective measure of the performance of the Performance Unit(s) to which it applies.
|
6.3 |
Membership of Performance Unit
|
6.4 |
Substitution, variation or waiver of Performance Targets
|
6.4.1 |
If an event occurs which causes the UK Share Plan Manager to consider that a Performance Target is no longer appropriate, the UK Share Plan Manager may substitute, vary or waive such Performance Target in such manner (and make such
consequential amendments to the Rules) as:
|
6.4.2 |
The UK Share Plan Manager shall, as soon as reasonably practicable, notify each Participant affected of any such substitution, variation or waiver of the Performance Target.
|
7.1 |
Provision of information by the UK Share Plan Manager to the Trustee
|
7.1.1 |
the name and address of each Participant to whom Free Shares are to be Appropriated, together with details of the Participating Company which employs the Participant;
|
7.1.2 |
the number of Free Shares to be Appropriated to each Participant on this occasion.
|
7.2 |
Appropriation
|
7.3 |
Notification of Appropriation to Participants
|
7.3.1 |
the number and description of Free Shares Appropriated to him;
|
7.3.2 |
the Free Shares Appropriation Date;
|
7.3.3 |
their Initial Market Value; and
|
7.3.4 |
the applicable Free Shares Holding Period.
|
8 |
RESTRICTIONS ON DEALINGS IN, AND PERMITTED TRANSFERS OF FREE SHARES
|
8.1 |
Restrictions on disposals by Participants
|
8.1.1 |
permit the Trustee to hold his Free Shares; and
|
8.1.2 |
not assign, charge or otherwise dispose of his beneficial interest in his Free Shares.
|
8.2 |
Restrictions on disposals by the Trustee
|
8.2.1 |
shall not dispose of any Free Shares, whether by transfer to the Participant or otherwise, during the Free Shares Holding Period;
|
8.2.2 |
shall not dispose of any Free Shares after the Free Shares Holding Period except in accordance with a direction given by or on behalf of the Participant; and
|
8.2.3 |
shall not deal with any right conferred in respect of a Participant’s Free Shares to be allotted other shares, securities or other rights except pursuant to a direction given by or on behalf of the Participant or any person in whom the
beneficial interest in his Free Shares is for the time being vested.
|
8.3 |
Transfer of Free Shares after the Free Shares Holding Period
|
8.3.1 |
A Participant may, at any time after the Free Shares Holding Period direct the Trustee by notice in writing to:
|
8.3.2 |
Within 30 days after receipt of a notice referred to in Rule 8.3.1 the Trustee shall comply with the instructions set out in such notice after first complying with Rules 30 and 31 as appropriate.
|
9 |
CESSATION OF RELEVANT EMPLOYMENT AND EARLY TRANSFER OF FREE SHARES
|
9.1 |
Trustee to be notified of cessation of Relevant Employment
|
9.2 |
Early transfer of Free Shares
|
9.2.1 |
if no prior written direction to the contrary has been received by the Trustee from the Participant dispose of the Free Shares by way of sale and account for the proceeds to the Participant or some other person named by the Participant; or
|
9.2.2 |
if the Participant has so directed the Trustee by written notice either transfer the Free Shares to the Participant or some other person named by the Participant.
|
9.3 |
Forfeiture of Free Shares
|
9.4 |
Injury, disability, redundancy, retirement etc
|
9.4.1 |
injury or disability established to the satisfaction of the UK Share Plan Manager;
|
9.4.2 |
redundancy within the meaning of the Employment Rights Act 1996 or the Employment Rights (Northern Ireland) Order 1996;
|
9.4.3 |
a transfer of employment which is subject to the Transfer of Undertaking (Protection of Employment) Regulations 2006;
|
9.4.4 |
a change of Control or other circumstances giving rise to the Participant’s employing company ceasing to be an Associated Company of any Participating Company;
|
9.4.5 |
retirement to the satisfaction of the UK Share Plan Manager;
|
9.5 |
Death
|
10 |
CONTRIBUTORY SHARES INVITATIONS
|
10.1 |
Issue of Contributory Shares Invitations
|
10.2 |
Timing of Contributory Shares Invitations
|
10.3 |
Contents of Contributory Shares Invitation
|
10.3.1 |
the Contributory Shares Closing Date;
|
10.3.2 |
the maximum Salary deduction permitted under the Contributory Shares Agreement (being the lesser of the Relevant Amount and such other amount as the UK Share Plan Manager may determine and specify);
|
10.3.3 |
the minimum Salary deduction permitted determined by the UK Share Plan Manager which sum must be no greater than £10 per month (or such other amount as may be permitted from time to time under paragraph 47 of Schedule 2);
|
10.3.4 |
the expected Contributory Shares Acquisition Date being a date determined by the Trustee which:
|
10.3.4.1 |
where there is no Accumulation Period, shall be within 30 days after the deduction from Salary referred to in Rule 10.5.2 is made;
|
10.3.4.2 |
where there is an Accumulation Period shall be not more than 30 days after the end of the Accumulation Period.
|
10.3.5 |
that an Eligible Employee who wishes to accept Contributory Shares under the Award shall submit to the UK Share Plan Manager, prior to the Contributory Shares Closing Date, a duly completed Contributory Shares Agreement;
|
10.3.6 |
if appropriate, the commencement date (which may not commence later than the date of the first Salary deduction to be made under the Participant’s Contributory Shares Agreement) and length of the Accumulation Period.
|
10.4 |
Contributory Shares Agreement and Contributory Shares Invitation
|
10.5 |
Contents of Contributory Shares Agreement
|
10.5.1 |
set out a notice in the form prescribed by regulations and pursuant to paragraph 48 of Schedule 2;
|
10.5.2 |
require the Eligible Employee to state the amount of Salary deduction(s) (not exceeding the maximum permitted under Rule 10.3.2) which he wishes to allocate for the acquisition of Contributory Shares under the Contributory Shares Agreement
(“Contributory Share Money”); and
|
10.5.3 |
state the intervals at which such amounts should be deducted; and
|
10.5.4 |
permit the Eligible Employee to elect whether he wishes to have any excess amount remaining after the acquisition of Contributory Shares to be:
|
10.5.4.1 |
paid over to him subject to the Trustee complying with Rule 30;
|
10.5.4.2 |
retained by the Trustee and added to the next Accumulation Period or where there is no next Accumulation Period, retained by the Trustee and added to the next Salary deduction;
|
10.5.5 |
state the commencement date (which may not commence later than the date of the first Salary deduction to be made under the Eligible Employee’s Contributory Shares Agreement) and length of the Accumulation Period, if applicable.
|
10.6 |
Agreement may be withdrawn
|
10.7 |
Excess Salary deductions
|
10.8 |
Contributory Share Money held for Eligible Employee
|
10.8.1 |
paid to the Trustee as soon as practicable; and
|
10.8.2 |
held by the Trustee on behalf of a Participant with:
|
10.9 |
Interest on Contributory Share Money
|
11 |
INSTRUCTIONS GIVEN AFTER DATE OF CONTRIBUTORY SHARES AGREEMENT
|
11.1 |
Variation of Salary deductions and intervals
|
11.2 |
Notice to suspend Salary deductions
|
11.2.1 |
suspend the making of Salary deductions; or
|
11.2.2 |
recommence the making of Salary deductions
|
11.3 |
Notice to terminate Contributory Shares Agreement
|
11.4 |
UK Share Plan Manager to give effect to notices
|
11.4.1 |
Where the UK Share Plan Manager receives a notice to suspend or terminate deductions under Rule 11.2 or 11.3, it shall (unless a later date is specified in the notice) within 30 days of receipt of the notice give effect to the same, and
shall:
|
11.4.1.1 |
arrange for all further deductions of Contributory Share Money under the Participant’s Contributory Shares Agreement to cease;
|
11.4.1.2 |
in the case of a notice under Rule 11.3 instruct the Trustee subject to first complying with Rule 30 to pay over to that Participant as soon as practicable all Contributory Share Money held on his behalf.
|
11.4.2 |
When the UK Share Plan Manager receives a notice to recommence Salary deductions under Rule 11.2 it shall (unless a later date is specified in the notice) recommence deductions on the date of the first deduction due under the Contributory
Shares Agreement following 30 days after receipt of the notice.
|
11.5 |
Contributory Shares Agreement to apply to new holding
|
12 |
ACQUISITION OF CONTRIBUTORY SHARES
|
12.1 |
Acquisition of Shares by Trustee (no Accumulation Period)
|
12.2 |
Acquisition of Shares by Trustee (with Accumulation Period)
|
12.3 |
Notification of acquisition to Participants
|
12.3.1 |
the number and description of Contributory Shares acquired on his behalf;
|
12.3.2 |
the Contributory Shares Acquisition Date;
|
12.3.3 |
the aggregate amount of the Participant’s Contributory Share Money applied by the Trustee in acquiring the Contributory Shares; and
|
12.3.4 |
the Contributory Shares Market Value.
|
12.4 |
Salary deductions not invested in Contributory Shares
|
13 |
TRANSFER OF CONTRIBUTORY SHARES BY PARTICIPANT
|
13.1 |
Participants may request transfer of Contributory Shares
|
13.1.1 |
transfer his Contributory Shares to the Participant; or
|
13.1.2 |
transfer his Contributory Shares to some other person named by the Participant; or
|
13.1.3 |
dispose of those Contributory Shares by way of sale and to account for the proceeds to the Participant or some other person named by the Participant.
|
13.2 |
Trustee to comply with request
|
14 |
CESSATION OF RELEVANT EMPLOYMENT
|
14.1 |
Trustee to be notified of cessation of Relevant Employment
|
14.2 |
Cessation of Relevant Employment prior to the Contributory Shares
|
14.2.1 |
Where there is no Accumulation Period and a Participant ceases to be in Relevant Employment before the Contributory Shares Acquisition Date but after the deduction of Contributory Share Money he shall be treated as ceasing to be in
Relevant Employment immediately after his Contributory Shares are awarded to him.
|
14.2.2 |
Where there is an Accumulation Period and a Participant ceases to be in Relevant Employment during the Accumulation Period the Trustee shall, subject to first complying with Rule 30, pay over to that Participant as soon as reasonably
practicable all Salary deductions that have been made under his Contributory Shares Agreement.
|
14.2.3 |
Where there is an Accumulation Period and a Participant ceases to be in Relevant Employment after the final deduction of Contributory Share Money and before the Contributory Shares Acquisition Date he shall be treated as ceasing to be in
Relevant Employment immediately after his Contributory Shares are awarded to him.
|
14.3 |
Transfer of Contributory Shares on cessation of Relevant Employment
|
14.3.1 |
if no prior written direction to the contrary has been received by the Trustee from the Participant dispose of the Contributory Shares by way of sale and account for the proceeds to the Participant or some other person named by the
Participant; or
|
14.3.2 |
if the Participant has so directed the Trustee by written notice either transfer the Contributory Shares to the Participant or some other person named by the Participant.
|
15 |
NOTIFICATION OF MATCHING SHARES
|
15.1 |
Relationship to Contributory Shares
|
15.2 |
Additional contents of Contributory Shares Agreement
|
15.2.1 |
the Matching Shares Appropriation Date (which shall be the same as the Contributory Shares Acquisition Date);
|
15.2.2 |
the ratio of Matching Shares to Contributory Shares for this Award of Contributory Shares which:
|
15.2.2.1 |
shall not exceed a maximum of two Matching Shares for every Contributory Share acquired on behalf of the Participant; and
|
15.2.2.2 |
shall be the same ratio for all Participants;
|
15.2.3 |
the circumstances and manner in which the ratio may be changed by the Directors, and if the Directors decide to alter the ratio of Matching Shares to Contributory Shares prior to the Contributory Shares Acquisition Date the UK Share Plan
Manager shall notify each Participant affected prior to the Contributory Shares Acquisition Date;
|
15.2.4 |
the Matching Shares Holding Period;
|
15.2.5 |
the Forfeiture Period applicable in the event of a transfer of Contributory Shares pursuant to Rule 13;
|
15.2.6 |
that (as determined at the discretion of the UK Share Plan Manager) the provisions of either Rules 18.3 or 18.4 shall apply to the Award and, if Rule 18.4 applies, shall state what the applicable Forfeiture Period shall be;
|
15.2.7 |
such additional information not inconsistent with the Rules and the Trust Deed as the UK Share Plan Manager may from time to time determine.
|
16 |
APPROPRIATION OF MATCHING SHARES
|
16.1 |
Appropriation of Matching Shares
|
16.2 |
Notification of Appropriation to Participants
|
17 |
RESTRICTIONS ON DEALINGS IN, AND PERMITTED TRANSFERS OF MATCHING SHARES
|
18 |
CESSATION OF RELEVANT EMPLOYMENT AND EARLY WITHDRAWAL OF CONTRIBUTORY SHARES
|
18.1 |
Trustee to be notified of cessation of Relevant Employment
|
18.2 |
Early withdrawal of Contributory Shares
|
18.3 |
Early transfer of Matching Shares
|
18.3.1 |
if no prior written direction to the contrary has been received by the Trustee from the Participant dispose of the Matching Shares by way of sale and account for the proceeds to the Participant or some other person name by the Participant;
or
|
18.3.2 |
if the Participant has so directed the Trustee by written notice either transfer the Matching Shares to the Participant or some other person named by the Participant.
|
18.4 |
Forfeiture of Matching Shares
|
18.5 |
Injury, disability, redundancy, retirement etc
|
18.6 |
Death
|
19 |
PROVISION OF DIVIDEND SHARES
|
19.1 |
Relationship to Plan Shares
|
19.1.1 |
all cash dividends paid in respect of Plan Shares held on behalf of Participants must be used to acquire further Shares on their behalf; or
|
19.1.2 |
all cash dividends paid in respect of Plan Shares held on behalf of Participants may at the election of Participants be used to acquire further Shares on their behalf referred to as Dividend Shares.
|
19.2 |
Direction revocable
|
19.3 |
Dividend not invested in Dividend Shares
|
19.4 |
Timing of acquisition of Dividend Shares
|
19.5 |
Participants to be treated equally
|
20 |
AMOUNT AND TYPE OF DIVIDEND SHARES
|
20.1 |
Type of Shares to be used as Dividend Shares
|
20.2 |
Calculation of number of Dividend Shares
|
20.3 |
Dividend amounts carried forward
|
20.4 |
Circumstances for payment of cash dividends
|
20.4.1 |
such amount has not been used to acquire Dividend Shares by the third anniversary of the date on which the dividend was paid; or
|
20.4.2 |
the Participant ceases to be in Relevant Employment; or
|
20.4.3 |
a plan termination notice is issued in respect of the Plan.
|
21 |
NOTIFICATION OF ACQUISITION OF DIVIDEND SHARES
|
21.1 |
As soon as practicable after the Dividend Shares Acquisition Date, the Trustee shall notify each Participant for whom Dividend Shares have been acquired of:
|
21.1.1 |
the Dividend Shares Acquisition Date;
|
21.1.2 |
the number and description of Dividend Shares acquired on his behalf;
|
21.1.3 |
their Initial Market Value;
|
21.1.4 |
the Dividend Shares Holding Period; and
|
21.1.5 |
the amount of any dividend carried forward under Rule 20.2.
|
22 |
RESTRICTIONS ON DEALINGS IN AND PERMITTED TRANSFERS OF DIVIDEND SHARES
|
23 |
CESSATION OF RELEVANT EMPLOYMENT
|
23.1 |
Trustee to be notified of cessation of Relevant Employment
|
23.2 |
Early transfer of Dividend Shares
|
23.2.1 |
if no prior written direction to the contrary has been received by the Trustee from the Participant dispose of the Dividend Shares by way of sale and account for the proceeds to the Participant or some other person named by the
Participant; or
|
23.2.2 |
if the Participant has so directed the Trustee by written notice either transfer the Dividend Shares to the Participant or some other person named by the Participant.
|
23.3 |
Death
|
24.1 |
Participants may elect not to participate
|
24.2 |
Individuals eligible for Appropriation
|
24.3 |
Shares not Appropriated or forfeited
|
24.3.1 |
retained by the Trustee for use under the Plan on future occasions; or
|
24.3.2 |
sold and the proceeds retained by the Trustee for use under the Plan on future occasions.
|
24.4 |
Shares ceasing to qualify
|
24.5 |
Death of Participant
|
24.5.1 |
Following the death of a Participant, the Trustee shall, as soon as practicable, and in any event within 2 years after death transfer the Participant’s Plan Shares by:
|
24.5.1.1 |
transferring them to the Participant’s legal representatives or another person being a permitted transferee at the direction of the Participant’s legal representatives;
|
24.5.2 |
All references in the Plan to a Participant shall, where the context requires, be references to the legal personal representatives of the Participant.
|
24.6 |
Funds to be provided by Participating Companies
|
24.6.1 |
The Trustee shall acquire by subscription or purchase using monies paid to it by each relevant Participating Company as soon as practicable after receiving such monies, the number of Shares to be Appropriated to that Participating
Company’s Participants as Free Shares or Matching Shares; and
|
24.6.2 |
the Trustee shall, if so directed by the UK Share Plan Manager, acquire by subscription or purchase Shares at any time using monies paid to it by Participating Companies for future Appropriations of Shares to, or acquisitions of Shares on
behalf of, Eligible Employees.
|
24.7 |
Shares purchased off market by the Trustee
|
24.8 |
Subscription price
|
24.8.1 |
the Market Value of a Share on the day on which the Shares are allotted to the Trustee; or
|
24.8.2 |
the nominal value of a Share.
|
24.9 |
Rights attaching to subscribed Shares
|
24.10 |
Shares with different rights
|
24.11 |
Foreign Dividends
|
24.12 |
Timing of contributions to Trustee
|
25.1 |
A Participant shall be entitled at any time to direct the Trustee:
|
25.1.1 |
to accept an offer for any of his Plan Shares if the acceptance will result in a new holding being equated with the original holding for the purposes of capital gains tax; or
|
25.1.2 |
to accept an offer of a Qualifying Corporate Bond, whether alone or with cash or other assets or both, for his Plan Shares if the offer forms part of a general offer as referred in Rule 25.1.3; or
|
25.1.3 |
to accept an offer of cash, with or without other assets, for his Plan Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his Plan Shares or of other shares in the Company and which is
made in the first instance on a condition such that if it is satisfied the person making the offer will have control of the Company within the meaning of sections 450 and 451 of CTA 2010; or
|
25.1.4 |
to agree a transaction affecting his Plan Shares, or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:
|
27.1 |
Trustee to notify Participants of resolutions
|
27.2 |
Participant to instruct Trustee how to vote
|
27.2.1 |
the Trustee shall not be obliged to attend the general meeting and may exercise the voting rights either personally or by proxy;
|
27.2.2 |
in the case of “any other business” at an annual general meeting of the Company, the Trustee shall be entitled to vote (or refrain from voting) as it thinks fit;
|
27.2.3 |
on a show of hands, the Trustee shall vote in accordance with the wishes of the majority of Participants instructing it; and
|
27.2.4 |
on a poll, the Trustee shall vote or lodge proxy cards only in accordance with the directions of each Participant, which directions must have been returned to the Trustee in accordance with the instructions accompanying the notification.
In the absence of any such direction the Trustee shall abstain from voting.
|
27.3 |
Notification of Participants’ directions to Trustee to be in writing
|
28.1 |
New holdings of Shares
|
28.1.1 |
the company reconstruction shall be treated as not involving a disposal of the Plan Shares comprised in the original holding;
|
28.1.2 |
references in the Rules to a Participant’s Plan Shares shall be construed, after the date of the company reconstruction, as being references to the shares comprised in the new holding;
|
28.1.3 |
such new holding shall be deemed to have been Appropriated to or acquired on behalf of the Participant on the date the original holding was Appropriated to or acquired by him and shall be held by the Trustee on the same terms.
|
28.2 |
Meaning of “new holding”
|
28.2.1 |
in the context of a new holding, any reference in Rule 11.5 and this Rule 28 to shares includes a reference to securities and rights of any description which form part of the new holding for the purpose of Chapter II of Part IV to Taxation
of Chargeable Gains Act 1992; and
|
28.2.2 |
an issue of shares of any of the following descriptions (in respect of which a charge to income tax arises) made as part of a company reconstruction shall not be treated as forming part of a new holding:
|
28.2.2.1 |
redeemable shares or securities issued as mentioned in paragraph C or D in section 1000(1) of CTA 2010 (distributions);
|
29.1 |
Application of Rule
|
29.2 |
Trustee to provide information to Participants
|
29.3 |
Participants to give written directions to Trustee
|
29.3.1 |
to take up all or part of the Rights provided that such instruction is accompanied by payment in cash of the amount necessary to exercise such rights; or
|
29.3.2 |
to sell all of the Rights; or
|
29.3.3 |
to sell such part of the Rights as enables the Trustee to use the proceeds of sale to exercise entitlement to the remaining Rights of the Participant.
|
29.4 |
Cash amounts arising to be dealt with by Trustee
|
29.5 |
Failure by Participant to give any direction
|
30.1 |
Trustee to make PAYE deductions
|
30.1.1 |
a Capital Receipt referred to in Rule 26;
|
30.1.2 |
any monies returned to individuals under Rules 10 and 12; and
|
30.1.3 |
the proceeds of a disposal of Plan Shares other than Dividend Shares by the Trustee in accordance with a direction from a Participant (except in so far as the proceeds are used to take up Rights in accordance with Rule 29.3.3)
|
30.2 |
Trustee to deal with PAYE deductions
|
31.1 |
Trustee to make PAYE deductions
|
31.1.1 |
Free Shares it is prior to the fifth anniversary of the Free Shares Appropriation Date;
|
31.1.2 |
Contributory Shares it is prior to the fifth anniversary of the Contributory Shares Acquisition Date; or
|
31.1.3 |
Matching Shares it is prior to the fifth anniversary of the Matching Shares Appropriation Date
|
31.2 |
Trustee to deal with PAYE deductions
|
32.1 |
Treatment of Capital Receipts
|
32.1.1 |
to the extent that it is money’s worth, the Trustee shall sell it for the best possible consideration in money that can reasonably be obtained and shall divide the proceeds of sale (after deducting any expenses of sale and any taxation
which may be payable) among the Participants in question; and
|
32.1.2 |
to the extent that it is money the Trustee’s obligations under this Rule 32 shall be deemed to be discharged if the Trustee pays to each Participant the appropriate amount, rounded down to the nearest penny.
|
32.2 |
Trustee to inform Participants
|
33.1 |
Company may terminate Plan
|
33.1.1 |
HMRC;
|
33.1.2 |
the Trustee; and
|
33.1.3 |
each Participant.
|
33.2 |
Consequences of termination of Plan
|
33.2.1 |
no further Awards may be made under the Plan;
|
33.2.2 |
the Trustee shall remove any Plan Shares from the Plan in accordance with paragraph 90 of Schedule 2; and
|
33.2.3 |
any Contributory Share Money held on behalf of a Participant must be paid to him as soon as practicable thereafter.
|
34.1 |
Notice by and to Company, etc
|
34.1.1 |
in the case of the Company, addressed to the UK Share Plan Manager at their usual place of businesses or to their email address;
|
34.1.2 |
in the case of the Trustee, any postal or email address provided to Participants for the purpose of contacting the Trustee; and
|
34.1.3 |
the work email address of an Eligible Employee or Participant who is permitted to receive personal emails at work or their home address if sent by post.
|
34.2 |
Deceased Participant
|
34.3 |
Trustee to distribute Company documentation
|
34.4 |
Notification of liability to income tax
|
35.1 |
If, on a company reconstruction, the Trustee receives a share or other security fractions of which would be treated as comprised in two or more Participants’ Plan Shares:
|
35.1.1 |
it shall not form part of any new holding for the purpose of Rule 28;
|
35.1.2 |
Rule 32 shall apply to it.
|
38.1 |
Notwithstanding any other provision of this Plan:
|
38.1.1 |
the Plan or benefits available under the Plan shall not form part of any contract of employment between any Participating Company and an Eligible Employee;
|
38.1.2 |
unless expressly so provided in his contract of employment, an Eligible Employee has no right to an Appropriation;
|
38.1.3 |
the benefit to an Eligible Employee of participation in the Plan shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable; and
|
38.1.4 |
if an Eligible Employee ceases to have a Relevant Employment, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan whether by way of damages for unfair dismissal,
wrongful dismissal, breach of contract or otherwise.
|
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)
|
300,000
|
$156.17(2)
|
$46,851,000(2)
|
$147.60
per
$1,000,000
|
$6,915.21
|
Total Offering Amounts
|
$46,851,000
|
$6,915.21
|
|||||
Total Fee Offsets
|
$0.00
|
||||||
Net Fee Due
|
|
|
|
$6,915.21
|
(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 April 8, 2024, within five business days prior to filing.
|