Securities Law & Instruments

Headnote

Section 83 of the Securities Act. Issuer is not a reporting issuer in any province or territory of Canada other than Ontario. Canadian shareholders own beneficially less than 2% of a class or series of the Issuer's outstanding securities and represent less than 2% of total number of beneficial shareholders. Issuer's securities voluntarily delisted from the TSX in 1993. Issuer has not distributed any of its securities to Canadian residents since it was delisted from the TSX other than under its direct sales plan or to its employees or affiliates under stock plans. Issuer does not currently intend to offer securities in Canada. No securities of the Issuer trade on any market or exchange in Canada. Issuer is registered with the U.S. Securities Exchange Commission and subject to reporting requirements under U.S. securities legislation. Issuer has securities listed on New York Stock Exchange and other international exchanges. Issuer has issued a press release announcing that it has submitted an application to be deemed to have ceased to be a reporting issuer in Ontario. Issuer has undertaken to the Commission to continue to deliver all disclosure materials required by U.S. securities law to be delivered to securityholders residents in the U.S. to securityholders in Ontario and Canada in the manner and at the same time as required by U.S. securities law and U.S. market requirements. Issuer deemed to have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

May 17, 2005

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

Chapter S.5, as amended (the Act)

AND

IN THE MATTER OF

MCDONALD'S CORPORATION

 

ORDER

(Section 83 of the Act)

UPON the application of McDonald's Corporation (the Company or McDonald's) to the Ontario Securities Commission (the Commission) for an order pursuant to section 83 of the Act that the Company be deemed to have ceased to be a reporting issuer for the purposes of the Act;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by the Company to the Commission that:

1. McDonald's is a corporation incorporated under the laws of the State of Delaware, United States of America (the U.S.).

2. McDonald's became a reporting issuer under the Act on February 12, 1974 when its common stock was listed on the Toronto Stock Exchange (the TSX). McDonald's was voluntarily delisted from the TSX on May 13, 1994. The principal reason for delisting the stock was that no shares of McDonald's common stock were traded on the Toronto Stock Exchange in 1993.

3. McDonald's has not distributed any of its securities to Canadian residents since it was delisted from the TSX, other than securities distributed under McDonald's direct sales plan or to employees of McDonald's or its affiliates under McDonald's stock plans.

4. McDonald's has no present intention of seeking public financing by way of an offering of its securities in Ontario.

5. The Company is registered with the U.S. Securities Exchange Commission (the SEC) under the U.S. Securities Exchange Act of 1934 and is not in default thereof or the regulations promulgated thereunder.

6. The authorized share capital of McDonald's consists of 3.5 billion shares of common stock (Shares) and 165 million shares of preferred stock (Preferred Shares). As of June 30, 2004, there were 1,660.6 million Shares and 0 Preferred Shares issued and 1,256.2 million Shares and 0 Preferred Shares outstanding.

7. According to McDonald's shareholders' register as of September 16, 2004, there are 8,717 registered shareholders of McDonald's resident in Canada, holding in the aggregate approximately 2,129,646 Shares representing 0.128% of the McDonald's issued and outstanding Shares. Of these shareholders resident in Canada, 3,891 registered shareholders are resident in Ontario, holding in the aggregate approximately 1,079,033 Shares representing less than 0.064% of all McDonald's issued and outstanding Shares.

8. Residents of Canada:

(a) do not own directly or indirectly more than 2% of a class or series of the outstanding securities of McDonald's; and

(b) do not represent in number more than 2% of the total number of owners directly or indirectly of securities of McDonald's.

9. McDonald's is not a "reporting issuer" in any province in Canada other than Ontario and is not in default of its obligations as a reporting issuer.

10. There are no securities of McDonald's listed or posted for trading on any stock exchange or market in Canada. Even though McDonald's is listed by the Commission as a "reporting issuer," McDonald's has not been required to comply with all of the requirements applicable to reporting issuers under the Act and does not file materials electronically through SEDAR.

11. As of September 16, 2004, the Shares are listed and posted for trading on the New York, Chicago, German, Swiss and Euronext Paris stock exchanges.

12. On May 6, 2005 the Company issued and filed a press release announcing that the Company has submitted an application to be deemed to have ceased to be a reporting issuer in Ontario and, if relief is granted, the Company will not be a reporting issuer or the equivalent in any jurisdiction in Canada.

13. The Company has delivered all disclosure material required by U.S. federal securities law to its securityholders resident in Ontario and Canada, in accordance with National Instrument 71-102 Continuous Disclosure and Other Exemptions relating to Foreign Issuers.

14. The Company has undertaken to the Commission to continue to deliver all disclosure material required by U.S. securities law to be delivered to securityholders resident in the United States to its securityholders in Ontario and Canada in the manner and at the time required by U.S. securities law and U.S. market requirements. This information is also available to shareholders on the Company's website at www.McDonalds.com and through the United States Securities and Exchange Commission website at www.sec.gov.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to Section 83 of the Act that the Company is deemed to have ceased to be a reporting issuer for the purposes of the Act.

"Paul M. Moore" Q.C.
Vice-Chair
 
"Wendell S. Wigle" Q.C.
Commissioner