PROCTER & GAMBLE SPORTS & SOCIAL CLUB LIMITED RULES AS OF 26th March 2014

PROCTER & GAMBLE SPORTS & SOCIAL CLUB LIMITED RULES AS OF 26th March 2014 1. NAME The name of the Club shall be the Procter & Gamble Sports & Social Club (S&SC) Limited with the address c/o Procter & Gamble, Cobalt 12, Silver Fox Way, Cobalt Business Park, Newcastle upon Tyne, NE27 0QW. 2. OBJECTIVES The objectives of the Club shall be: (a) The promotion and encouragement of sports and social activities both outdoor and indoor amongst the employees/associates of Procter & Gamble and its associated companies in the North East of England (b) The provision of sports and associated amenities, which shall in the opinion of the General Committee, be of benefit to the Club. In delivering these objectives, there shall be a particular focus on attracting new members to existing sections and encouraging the start up of new sections offering different activities to enable widest possible employee/associate participation. Care will be taken by the General Committee to ensure that the Club through its sections is meeting the needs of the community it serves in regard to age, gender and ethnicity. 3. MEMBERSHIP Membership shall be limited as follows: Ordinary Membership All employees of Procter & Gamble or associates in the North East of England and the subsidiary companies thereof and such associated companies as may from time to time be approved by the General Committee (under guidance from Legal Department), and the partners of such employees or associates will be eligible to join. A partner is defined as the nominated companion of the employee: the partner is not expected to change during the lifetime of the membership although changes caused by life events will be accepted (for example: partner no longer living in the same home as member). Partner membership is explicitly not a plus one ticket which the member can choose to use with other family members or friends. Family members or friends who are not the designated partner must pay the non-subsidised price for any activities. The S&SC will designate a small number of events each year as special interest for children and teenagers - and members will be able to buy subsidised tickets to these for children and teenagers who are family members (children, grandchildren, nephews, nieces, god children -as appropriate). Membership of the employee and his or her partner shall automatically terminate when the employee's employment comes to an end, unless employment ends by retirement in which case membership of both may continue. Please note that individual sections may vary the subsidy for partners based on numbers participating in any event or activity. Student/Intern Membership All Procter & Gamble Students/Interns working for 12 weeks or less, are eligible to join the S&SC upon completion of the Membership Application Form (see Rule 5) for which no dues are payable. Students/Interns working for 13 weeks or more are eligible to join the S&SC upon completion of the Membership Application Form and will become a member upon payment of the first month s subscription. Membership of all Students/Interns shall automatically terminate when the Student/Intern assignment comes to an end. : 1

Honorary Membership Honorary membership for which no dues are payable may be granted to an Employee or Associate in recognition of an outstanding contribution over several years to a Section or to the General Committee. Such awards will be given at the discretion of the General Committee. If both the Employee or Associate and their partner are paying subscriptions to the S&SC at the time when honorary membership is bestowed, then both the Employee or Associate and their partner will be eligible for the honorary membership. However, should a partner of an Employee or Associate not be a contributing member of the S&SC when honorary membership is bestowed, they will be required to complete The Membership Application Form and pay monthly subscriptions should they wish to join at any time. 4. RECOGNITION AWARD Any member of the Sports & Social Club, Section Owner or Club Officer may be nominated for a Recognition Award. These awards will be granted in recognition of an outstanding contribution beyond club expectations, or where an individual has demonstrated a role model level of passion and ownership for the club. Nominations for awards can be made at any time by completing and submitting the official nomination form. A sub-committee, consisting of 3 Committee Officers plus the Club Treasurer, will review all nominations submitted at a special meeting twice per year. Awards will then be granted at the discretion of the sub-committee in June or December, and the successful nominee(s) will be announced at the next scheduled committee meeting. Successful nominee(s) will receive an award of Gift Certificates of their choice, for an amount previously agreed by the Committee. There are no limits on how many times a person may be nominated during the financial year. Nominations can only be granted to Procter & Gamble employees or Associates. 5. ADMISSION OF MEMBERS Any person eligible under Rule 3 will become a member on completion of The Membership Application Form and payment of the first month s subscription. Forms are available via the website or from the lead member of the S&SC on each site. 6. LIST OF MEMBERS A list of names and addresses of each member shall be kept by the Membership Secretary, and only used subject to provisions of Data Protection Act. This will be accessible electronically by each Section leader and any member of the General Committee. 7. MANAGEMENT (a) The Club shall be managed by a General Committee consisting of the President, Vice President(s), Chairman, Vice Chairman, Secretary, Membership Secretary and Treasurer and one representative of each of the constituent sections of the Club who shall be elected at the Annual General Meeting. A President and up to two Vice Presidents will be nominated annually by the Company. (b) The General Committee shall have power to co-opt any member to act as a General Committee Member and to appoint a successor in the event of resignation of the Chairman, Vice Chairman, Secretary, Membership Secretary or Treasurer. The General Committee may also appoint from the members one or more sub-committees for such purposes and with such powers, as it may deem appropriate. All Members of the General Committee must be full members of the Club. (c) The membership of the General Committee should broadly reflect the demographics of the eligible population. Associates may be members of the General Committee but in total associates cannot make up a greater proportion of the General Committee than the make up of the eligible population. (d) Elected officers of the General Committee shall serve for a period of one year and shall be eligible for re-election. (e) An Auditor approved by Procter & Gamble Limited but not a member of the General Committee shall be appointed and may not be removed from office except by resolution passed at an Annual General Meeting or a Special General Meeting. 8. ORGANISATION (a) The activities of the Club shall be run by independent sections affiliated to the Club and organised by Section Committees. The General Committee shall not direct the activities of these sections except that it shall approve their rules as drafted on affiliation and any subsequent amendments, and shall also control the finances of the Club as a whole. All sections must appoint a representative to the General Committee. : 2

(b) The General Committee will consider applications for the formation of sections and assist in their promotion as defined by Rule 2. The General Committee will advise any interested person on the formation of sections. (c) Relations and friends of a member may be admitted to the facilities of any constituent section of the Club providing they pay full price for any event or activity as distinct from the subsidised price available to members. (d) Each section must have an annual plan to encourage new members to join and track its success (see section 13(f)) for the importance of this in gaining agreement to annual funds). If a Section or Sections together wish to stage a special event to attract new members, additional funds may be made available at the discretion of the General Committee. 9. MEETINGS (a) An Annual General Meeting shall be held before the end of June of each year, when the reports of the Chairman, Treasurer and Auditor shall be considered. The election of officers shall be made at the Annual General Meeting. Any member wishing to raise business at the meeting must give seven days' notice in writing to the Secretary, but the Chairman may, at the request of any five members, introduce any matter at the meeting. (b) A Special General Meeting of the Club may be called at any time on the delivery of notice to the Secretary, signed by not less than 12 members of the Club, and stating the business to be discussed. The General Meeting may call a Special General Meeting at any time subject to 21 days notice. (c) A General Committee meeting shall be held at least four and no more than eight times per year, for the purpose of general business of the Club and consideration of Sub Committee and/or section reports. Notice of at least 21 days shall be given to all sections for each meeting. Each section in receipt of funds from the Club must be represented by a section member at a minimum of 50% of the General Committee meetings each year. Failure to do so may, at the discretion of the General Committee, disqualify the section for funding in the next S&SC financial year. In exercising that discretion, the General Committee will take into account whether apologies were received in advance of missed meetings and whether the section had genuinely tried to secure substitutes for the section to be represented at 50% of the meetings. (d) Sub-Committees and/or section meetings shall be held as required. (e) Notice of Annual General Meetings shall be posted on the Club noticeboards or websites at least 21 days prior to the meeting. Names of candidates for all Club positions must be entered on the nomination notices and must be proposed and seconded. At least one of the three members concerned must attend the meeting, otherwise the nomination is declared void. Nominations may be given verbally at the meeting in which case both the proposer and seconder must be present and must have obtained prior agreement of the nominee in writing. (f) Notice of Special General Meetings, together with Agenda, shall be posted on the Club noticeboards or website within 21 days of the receipt of request by the Secretary and at least 21 days prior to the meeting and no other business shall be conducted at the meeting. Notice of General Committee Meetings shall be sent to members of the General Committee at least 21 days prior to the meeting. Agenda items will be sent at least 7 days prior to the meeting. Notice of Sub-Committee and section meetings shall be as required by that Sub-Committee or section. At all meetings of the Club or of the General Committee or any other Committee each Member shall have one vote save that in the case of equality of votes the Chairman of the meeting shall have a second or casting vote. (g) A resolution once passed at any meeting of the General Committee cannot be rescinded unless notice of the motion, duly proposed and seconded in writing by a member of the General Committee, is handed to the Secretary at least 14 days before the General Committee Meeting at which it will be considered and is included in the issued agenda. The proposer or seconder must attend the meeting. If they do not attend it is the Chairman s decision on whether the matter is discussed or not. (i) (h) The Chairman, Vice Chairman, Treasurer, Secretary, and Membership Secretary of the Club are ex-officio members of all other Committees. The Chairman or Vice Chairman can ask sections to be present at a General meeting, if 21 days notice is given. The Chairman of the Club shall preside at all meetings of the Club but if he shall not be present within 15 minutes after the time appointed for the meeting or has signified his inability to be present and the Vice Chairman not being present at the meeting, the members present (and entitled to vote) shall choose one of their number to be the Chairman of the meeting. : 3

(j) Minutes will be kept of all General Meetings of members and of the General Committee and these will be published to all section leaders and on the web site. 10. QUORUM A quorum at an Annual General Meeting shall be 15 members, including at least two officers of the Club including at least one of the company nominated members.. A quorum at a Special General Meeting shall be 15 members, including at last two officers of the Club including at least one of the company nominated members. A quorum at any General Committee Meeting shall be 5 members of the Committee including one officer of the Club. No decision shall be made without a quorum being present. 11. APPLICATION OF PROFIT No money or property of the Club or any gain arising from the carrying on of the Club shall be applied otherwise than for the benefit of the Club as a whole. 12. CHANGE OF RULES Rules may only change at an Annual or Special General Meeting. 13. FINANCE (a) Subscriptions, as fixed at the Annual General Meeting and changed only at an AGM or EGM, shall be paid by each member of the Club, entitling the member to any membership of any constituent section on application to the Secretary of that section. Changes in subscription will not be communicated individually. Changes in subscription will be communicated to section organisers, and posted on notice boards and web sites at least 3 months before implementation. Sections may charge an additional section membership fee, but such additional fees must first be approved by the General Committee (b) The General Committee shall control all the funds of the Club and shall make grants to all constituent sections of the Club to enable them to function, always provided that no individual section shall be unduly favoured to the detriment of other sections. Budgets shall run from 1 st July 30 th June. (c) The General Committee may, through the medium of any section, organise any activities with the object of raising funds for the Club as a whole, or the section concerned. (d) No more than 50% of eligible expenses shall be subsidised by the Club. Eligible expenses specifically exclude accommodation, food and drink. The only exception to this will be where the food or drink is an integral part of an event (eg Burns Supper, Wine Tasting) in which case they are eligible for subsidy. Eligible expenses will also exclude the purchase of items routinely required for the activity (eg the purchase of shuttlecocks for a badminton section or footballs for a football section is not an eligible expense). Funding can be given at the discretion of the General Committee to purchase items either to establish the club (eg Hockey Goal Keeping Kit to help establish a hockey section) or to be offered to enable potential new members to join (eg a spare fishing rod or set of golf clubs so that someone new to the activity can participate). In the event that a club ceases to exist, any equipment or items purchased by Club funding should be returned to the General Committee, regardless of age or condition. (e) The Club shall not be responsible for the private expense of members incurred through their membership, except such expenses as arise for the benefit of the Club or section and with the prior approval of the General Committee or the Club in Annual or Special General Meetings. (f) Each section shall submit a budget of estimated expenditure for each year to the General Committee for approval. The General Committee shall lay down requirements on timing and presentation of Budgets and shall approve all Budgets for the following year prior to 30th September each year. No section may spend Club funds without prior approval of the General Committee. Budget proposals must be supported by a document outlining what the funds will be used for in the coming 12 months, a publicity plan for the year ahead and the results of activities in the previous year to attract new members. : 4

(g) The Club shall keep a current account with the HSBC, Grey Street, Newcastle upon Tyne. Drawings on this account, or any other account held in the name of the Club, shall be on the signature of any two of the following: President; Vice President(s); Chairman; Vice Chairman; Secretary; Membership Secretary; Treasurer. The Treasurer will give the General Committee a report on the club finances twice per year. (h) The Treasurer, on behalf of the General Committee, may invest Surplus Funds but only in such a way that they may be readily releasable. Such investment shall be documented and presented at the next meeting of the General Committee. (i) (j) The Committee of each section shall account to the Treasurer for all monies spent during the year in such form and at such time as may be laid down by the General Committee. The General Committee will approve audited accounts for publication at the Annual General Meeting. The general principle is that receipts for all expenditures must be obtained, kept and submitted to the Treasurer. Any exceptions must be pre-agreed at the yearly budget meeting. The Club Treasurer to agree the method of payment for all sections event monies paid back to the S&SC. Section Leaders are responsible for returning event monies to the Treasurer in a timely manner. (k) The Club shall not be responsible for the private expense of members incurred through the use of personal vehicles when travelling to/from events. All costs associated with this method of transport must be met by the individual. Funding will however be given towards the cost of coach travel where this is an integral part of an event (eg Social events, day trips). (l) The General Committee may, through the medium of any section, agree to subsidise an event for the purpose of raising money for charity. These events shall be limited to one per financial year across all sections within the Club agreed in advance at a General Committee meeting. Events must be proposed to the General Committee and contain details of the funding required, the benefit to the charity and details of the funds expected to be raised. Funding can be agreed up to a maximum of 100 and will not exceed the amount of money expected to be raised. Any event agreed must be open to all S&SC members. 14. EXPULSION Any member whose conduct the General Committee considers detrimental to the best interests of the Club shall be requested to resign with the alternative of expulsion from the Club. The member may appeal to a Special General meeting of the Club within 7 days of receipt of the notice of expulsion. The Special General Meeting will be called by the General Committee notwithstanding Rule 9 (e) within 14 days of the receipt of notice of the appeal, and its decision shall be final. 15. INTERPRETATION OF CLUB RULES The General Committee shall decide any question of interpretation of the Club rules and deal with any matter, not specifically provided for therein. Minutes of such decisions shall be kept by the Secretary. Sports & Social Club Rules Previous Update: 26.03.13 Current Update: 26.03.14 : 5