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Ohio |
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31-0411980 |
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer ⌧
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging Growth Company ☐
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Item 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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1.
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The Company’s Annual Report on Form 10-K for the fiscal year
ended June 30, 2023 (including the portions of the Company’s Proxy Statement on Schedule 14A filed on August 25, 2023 that are
incorporated by reference therein).
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2.
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The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023, December 31,
2023 and March 31, 2024.
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3.
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The 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, April 9, 2024 (Accession Number 0000080424-24-000030), and April 29, 2024.
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5.
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The description of the Registrant’s Common Stock contained in Exhibit
(4-3) of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2019, filed with the SEC on August 6, 2019, together with any amendments or reports filed with the SEC for the purpose of updating such description.
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Item 4.
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DESCRIPTION OF SECURITIES
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Item 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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Item 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Item 7.
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EXEMPTION FROM REGISTRATION CLAIMED
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Item 8.
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EXHIBITS
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4-1 |
4-2 |
23-1* |
23-2* |
24* |
99* |
Item 9.
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UNDERTAKINGS
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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Signature
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Title
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Date | |
*
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Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
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June, 14, 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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June, 14, 2024 | |
Andre Schulten
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*
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Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
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June, 14, 2024 | |
Matthew W. Janzaruk
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*
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Director
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June 14, 2024 | |
B. Marc Allen
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* | Director | June 14, 2024 | ||
Brett Biggs |
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* | Director | June 14, 2024 | ||
Sheila Bonini |
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*
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Director
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June 14, 2024 | |
Amy L. Chang
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*
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Director
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June 14, 2024 | |
Joseph Jimenez
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*
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Director
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June 14, 2024 | |
Christopher Kempczinski
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*
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Director
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June 14, 2024 | |
Debra L. Lee
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*
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Director
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June 14, 2024 | |
Terry J. Lundgren
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*
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Director
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June 14, 2024 | |
Christine M. McCarthy
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* | Director | June 14, 2024 | ||
Ashley McEvoy |
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* | Director | June 14, 2024 | ||
Robert J. Portman |
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*
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Director
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June 14, 2024 | |
Rajesh Subramaniam
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*
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Director
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June 14, 2024 | |
Patricia A. Woertz
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(i)
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the Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of Common Shares of the
Registrant issuable in connection with the 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;
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(ii)
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any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement; and
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(iii)
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any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the
securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and
stead of the said director and/or officer, hereby ratifying and approving the acts of said attorney.
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Signature
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Title
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/s/ Jon R. Moeller
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Jon R. Moeller
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Chairman
of the Board, President and Chief Executive Officer (Principal Executive Officer)
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/s/ Andre Schulten
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Andre Schulten
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Chief Financial Officer (Principal Financial Officer)
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/s/ Matthew W. Janzaruk
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Matthew W. Janzaruk
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Senior Vice President - Chief Accounting Officer (Principal Accounting Officer)
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/s/ B. Marc Allen
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B. Marc Allen
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Director
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/s/ Brett Biggs |
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Brett Biggs |
Director | |
/s/ Sheila Bonini |
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Sheila Bonini |
Director | |
/s/ Amy L. Chang |
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Amy L. Chang |
Director | |
/s/ Joseph Jimenez
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Joseph Jimenez
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Director
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/s/ Christopher Kempczinski
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Christopher Kempczinski
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Director
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/s/ Debra L. Lee
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Debra L. Lee
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Director
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/s/ Terry J. Lundgren
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Terry J. Lundgren
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Director
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/s/ Christine M. McCarthy
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Christine M. McCarthy
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Director
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/s/Ashley McEvoy |
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Ashley McEvoy |
Director | |
/s/ Robert J. Portman |
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Robert J. Portman |
Director | |
/s/ Rajesh Subramaniam
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Rajesh Subramaniam
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Director
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/s/ Patricia A. Woertz
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Patricia A. Woertz
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Director
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1.
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THE TITLE OF THE PLAN
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2.
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PURPOSE OF THE PLAN AND OVERVIEW
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3.
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MEMBERSHIP
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4.
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DURATION OF THE PLAN
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5.
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ADMINISTRATION OF THE PLAN
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6.
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CONTACTS
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7.
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PURCHASE OF THE STOCK
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8.
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COMMISSIONS
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9.
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MEMBER CONTRIBUTION
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10.
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MINIMUM /MAXIMUM OF MEMBER CONTRIBUTIONS
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11.
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COMPANY CONTRIBUTIONS
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Contributions limit based on a salary deduction
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Contributions limit based on a bonus deduction
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Members who don’t get paid bonuses
and store managers
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JPY 9,000
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-
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Members who get paid bonuses except store managers
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JPY 6,000
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JPY 18,000
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12.
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TAXATION
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13.
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ACCOUNT STATEMENT
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1.
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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.
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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
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3.
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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
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14.
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RESALE RESTRICTIONS
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15.
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WITHDRAWALS FROM THE PLAN
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1.
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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.
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2.
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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.
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16.
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MEMBER WITHDRAWAL FROM THE ASSOCIATION PLAN
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1.
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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).
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2.
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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.
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3.
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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.
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4.
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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.
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17.
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DOCUMENTS INCORPORATED BY REFERENCE
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1.
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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.
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2.
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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.
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3.
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The Company’s Quarterly Report on Form 10-Q filed on October 30, 2008, for the period ended September 30, 2008.
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4.
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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.
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5.
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The Plan’s Annual Report on Form 11-K filed on October 2, 2008.
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6.
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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.
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Regulation of the Employees’ Shareholding Association of P&G Group
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1.
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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.
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2.
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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.
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1.
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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.
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2.
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A member shall cease to be a member when he or she no longer qualifies under Article 4.
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3.
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Members who withdraw from the Association are not readmitted to join the Association.
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1.
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Members shall make contributions in the amounts specified below.
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1)
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Monthly contributions
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-
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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.
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-
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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.
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2)
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Contributions from bonuses
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-
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For members who don’t get paid bonuses and store managers, contributions shall not be made
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-
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For members who get paid bonuses, contributions from bonuses shall be 3 times the monthly contribution of each member.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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.
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The maximum number of units to which subsidies are paid based on monthly contributions
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The maximum number of units to which subsidies are paid based on bonus contributions
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Members who don’t get paid bonuses and
store managers
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45 units
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Members who get
paid bonuses except store managers
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30 units
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90 units
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1.
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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”).
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2.
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Without regard to the preceding paragraph, the amount converted into cash specified under Article 19 shall first be deducted from the Stock Purchase Funds.
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3.
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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.
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4.
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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.
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1.
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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.
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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.
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3.
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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.
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1.
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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.
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2.
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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.
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3.
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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.
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1.
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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.
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2.
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Members shall contribute the proceeds specified in the preceding paragraph to the Association as investment for the purpose of purchasing stock.
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1.
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The Chairman shall be registered as the owner of record of the stock.
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2.
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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.
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1.
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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).
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2.
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The Association shall send annual report specifying divided paid within previous year to each member in January.
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3.
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Daiwa Securities shall provide statement and annual report to the Association based on entrustment of administration under the Article 26.
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4.
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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).
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5.
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The Association shall request Daiwa to reissue stock withdrawal statement based on members’ application in same process as paragraph #4.
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1.
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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.
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2.
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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.
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1.
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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).
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2.
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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.
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3.
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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.
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4.
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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.
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1.
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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”).
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2.
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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.
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3.
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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.
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1.
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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.
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2.
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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.
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1)
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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.
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2)
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Members opposed to candidates recommended under the preceding item shall notify the Chairman to this effect in writing.
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3)
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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.
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4)
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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.
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3.
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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.
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4.
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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.
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5.
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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.
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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.
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1.
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The board of directors shall be convened by the Chairman as necessity arises.
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2.
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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.
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3.
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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)
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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.
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1)
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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.
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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.
|
1.
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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.
|
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
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8.
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The Articles 9-1, the Articles 14-2 and the Articles 19 will take effect from April 30th, 2004
|
9.
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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.
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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
|
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.
|