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The Procter & Gamble Company £200,000,000 5.25% Notes Due 2033

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The Procter & Gamble Company £200,000,000 5.25% Notes Due 2033 http://www.oblible.com OFFERING CIRCULAR The Procter & Gamble Company £200,000,000 5.25% Notes due 2033 Issue price: 98.355% The 5.25% Notes due 2033 (the ‘‘Notes’’) will bear interest from, and including, 4th December 2002 at the rate of 5.25 per cent. per annum payable annually in arrears on 19th January of each year, commencing 19th January 2004 (subject to any applicable laws and regulations). The Notes will mature on 19th January 2033 at par. Payments of principal of and interest on the Notes will be made without deduction of, or withholding for, or on account of certain United States withholding taxes except to the extent described under ‘‘Description of the Notes — Redemption’’ and ‘‘Payment of Additional Amounts’’. The Notes may be redeemed, in whole but not in part, at any time at a price, including accrued and unpaid interest, equal to the greater of 100% of the principal amount of the Notes and that price at which the Gross Redemption Yield (as defined herein) on the Notes, if they were to be purchased at such price on the third dealing day prior to the publication of the notice of redemption, would be equal to the Gross Redemption Yield on such dealing day of 4.25 per cent. Treasury Stock 2032 or, if such stock is no longer in issue, of such other United Kingdom government stock selected as described herein. See ‘‘Description of the Notes — Redemption — Optional Redemption’’. In the event of certain developments involving United States withholding taxes or certification requirements, the Notes may be redeemed in whole but not in part at any time at 100% of their principal amount, together with accrued and unpaid interest, to the date fixed for redemption. See ‘‘Description of the Notes — Redemption’’. The Notes will be general, direct, unsecured and unsubordinated obligations of The Procter & Gamble Company (the ‘‘Company’’), ranking equally among themselves and equally with all other present and future unsecured and unsubordinated indebtedness of the Company. Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’). The Notes will be issued only in bearer form and are subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. See ‘‘Underwriting’’. The Notes initially will be represented by a temporary global Note in bearer form, without interest coupons, which will be deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’), and for Clearstream Banking, socie´te´ anonyme (‘‘Clearstream’’) on a date on or about 4th December 2002 (the ‘‘Closing Date’’). Interests in the temporary global Note will be exchangeable for interests in a permanent global Note, not earlier than 40 days after the Closing Date upon certification of non-U.S. beneficial ownership. Interests in the permanent global Note will be exchangeable for definitive Notes in bearer form, with interest coupons, upon 45 days’ written notice. The definitive Notes will be in the denominations of £1,000, £10,000 and £100,000. See ‘‘Description of the Notes — Delivery, Form and Denomination’’ and ‘‘Underwriting’’. Deutsche Bank JPMorgan ABN AMRO BNP PARIBAS Goldman Sachs International HSBC Morgan Stanley RBC Capital Markets 2nd December 2002 http://www.oblible.com The Company has taken all reasonable care to ensure that the facts and information relating to it and the Notes stated herein are true and accurate in all material respects and not misleading, that the opinions and intentions of it expressed herein are honestly held and that to the best of the knowledge and belief of the Company, there are no other facts or information relating to it and the Notes, the omission of which would make misleading any statement relating to it and the Notes herein whether of fact or opinion. The Company accepts responsibility accordingly. No person has been authorised to give any information or to make any representation not contained or incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been authorised by the Company or the Managers. Neither the delivery of this document nor any sale or purchase of any of the Notes shall, in any circumstances, create any implication that there has been no change in the affairs of the Company and its consolidated subsidiaries since the date hereof or that the information herein is correct as of any time subsequent to its date. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Company or by or on behalf of the Managers or any of them to subscribe for or purchase, any of the Notes. The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Company and the Managers to inform themselves about and to observe any such restrictions. This Offering Circular may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on the offering, sale and delivery of the Notes and on the distribution of this Offering Circular, see ‘‘Underwriting’’. This Offering Circular is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) (‘‘High Net Worth Companies, Unincorporated Associations etc’’) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as ‘‘Relevant Persons’’). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Offering Circular does not constitute an offer or invitation by or on behalf of the Company or the Managers to any person to subscribe for or to purchase any of the Notes. All references herein to ‘‘British Pounds Sterling’’, ‘‘sterling’’ or ‘‘£’’ are to the currency of the United Kingdom. All references herein to ‘‘United States dollars,’’ ‘‘US$’’ or ‘‘$’’ are to the currency of the United States of America. In connection with this issue, Deutsche Bank AG London may over-allot or effect transactions which stabilize or maintain the market price of the Notes at a level which might not otherwise prevail. Such stabilizing, if commenced, may be discontinued at any time. Such transactions shall be carried out in accordance with all applicable laws and regulations. 2 TABLE OF CONTENTS Page Incorporation of Documents by Reference . 3 Description of the Notes . 4 Use of Proceeds . 15 The Company . 16 Recent Developments . 16 Capitalisation . 17 Selected Financial Information. 18 Directors and Management . 19 Taxation . 21 Underwriting . 24 Legal Matters . 25 Independent Auditors . 25 Listing and General Information . 25 Annual Report on Form 10-K for the year ended 30th June 2002 . Appendix I Excerpts from the Annual Report to Shareholders for the fiscal year ended 30th June 2002 . Appendix II Excerpts from the Company’s Definitive Proxy Statement dated 23rd August 2002 . Appendix III Quarterly Report on Form 10-Q for the quarter ended 30th September 2002 . Appendix IV Current Report on Form 8-K dated 26th November 2002. Appendix V INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are attached to, incorporated by reference in, and made a part of, this Offering Circular: (1) the Company’s 2002 Annual Report on Form 10-K for the fiscal year ended 30th June 2002; (2) excerpts from the Company’s Annual Report to Shareholders for the fiscal year ended 30th June 2002; (3) excerpts from the Company’s Definitive Proxy Statement dated 23rd August 2002; (4) the Company’s Quarterly Report on Form 10-Q for the quarter ended 30th September 2002; and (5) the Company’s Current Report on Form 8-K dated 26th November 2002 (related to reclassification of segment reporting). In addition, the Company’s Current Reports on Form 8-K dated 5th August 2002, 27th September 2002, 24th October 2002, 29th October 2002 and 26th November 2002, which are not attached, are hereby incorporated by reference in, and made a part of, this Offering Circular. Copies of the documents incorporated by reference will be available free of charge at the office of the listing agent in Luxembourg listed at the end of this Offering Circular. Any statement contained in a document all or a portion of which is incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Circular. 3 DESCRIPTION OF THE NOTES The Notes will be issued under the Fiscal Agency Agreement and holders of the Notes (the ‘‘Noteholders’’) and the coupons attached to definitive Notes (the ‘‘Couponholders’’) will have the benefit thereof. Certain statements under this heading are brief summaries of certain provisions of the Fiscal Agency Agreement and the terms and conditions of the Notes, copies of which will be available for inspection after 4th December 2002 at the offices of the Fiscal Agent (as defined below) and each of the paying agents for the Notes (the ‘‘paying agents’’) listed at the end of this Offering Circular.
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