Securities Law & Instruments

Headnote

Section 83 of the Securities Act -- Application by reporting issuer for an order deeming it to have ceased to be a reporting issuer -- Canadian resident shareholders beneficially own 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 2002 -- 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 Canada in the same manner and at the same time as required by U.S. securities law and U.S. market requirements -- Issuer is not a reporting issuer in any province or territory of Canada other than Ontario and Québec -- Issuer granted certain continuous disclosure relief in Québec under a related application -- 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.

September 30, 2005

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

DAIMLERCHRYSLER AG

 

ORDER

(Section 83)

UPON the application of DaimlerChrysler AG ("DCAG") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 83 of the Act that DCAG 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 defined terms contained in National Instrument 14-101 -- Definitions having the same meanings in this order unless they are defined in this order;

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

1. DCAG is a corporation incorporated on May 6, 1998 under the laws of the Federal Republic of Germany in the course of the business combination (the "Business Combination") of Daimler-Benz Aktiengesellschaft and Chrysler Corporation ("Chrysler").

2. The authorized capital of DCAG consists of ordinary shares with no par value. As of December 31, 2004, there was an aggregate of 1,012,824,191 ordinary shares of DCAG issued and outstanding worldwide.

3. Immediately prior to the Business Combination, the shares of common stock of Chrysler were listed and posted for trading on, among other exchanges, The Toronto Stock Exchange (as it was then known) (the "TSX") and The Montréal Exchange (the "ME"). Following the Business Combination, the ordinary shares of DCAG were substitutionally listed and posted for trading on, among other exchanges, the TSX and ME.

4. In 2001, the ordinary shares of DCAG ceased to be traded on the ME when the ME ceased to operate as an equity stock exchange. On June 25, 2002, the ordinary shares of DCAG were voluntarily delisted from the TSX. The principal reason for delisting the ordinary shares of DCAG from the TSX was the minimal trading activity of the ordinary shares of DCAG thereon and the desire to save the costs and administrative burdens associated with maintaining such listing.

5. Chrysler became a "reporting issuer" under the securities legislation of Ontario and Québec by virtue of its shares of common stock having been listed and posted for trading on the TSX and the ME, respectively. Following the Business Combination, DCAG became a "reporting issuer" under the securities legislation of Ontario and Québec by virtue of its ordinary shares having been substitutionally listed and posted for trading on the TSX and the ME, respectively. DCAG is not a "reporting issuer" or its equivalent under the securities legislation of any other province or territory of Canada.

6. DCAG is not in default of any reporting requirement under the securities legislation of Ontario and Québec, other than the filing in Ontario of an interim certificate in Form 52-109FT2 under Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings in respect of the interim periods ended March 31, 2004, June 30, 2004 and September 30, 2004. DCAG voluntarily files quarterly reports on Form 6-K with the United States Securities and Exchange Commission ("SEC") but, under the federal securities laws of the United States, DCAG is not required to, and does not, certify its quarterly reports.

7. Based on the registers of DCAG, as of July 11, 2005, there was an aggregate of 643,058 ordinary shares of DCAG held by persons with addresses in Ontario and an aggregate of 1,314,763 ordinary shares of DCAG held by persons with addresses in Canada, in each case representing less than 1% of all outstanding ordinary shares of DCAG, respectively, and there were 1,866 beneficial holders of ordinary shares of DCAG with addresses in Ontario and 3,308 beneficial holders of ordinary shares of DCAG with addresses in Canada, in each case representing less than 1% of the total number of holders of ordinary shares of DCAG.

8. Accordingly, residents of Canada:

(a) do not beneficially own directly or indirectly more than 2% of the outstanding securities of DCAG; and

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

9. The ordinary shares of DCAG are listed on the Frankfurt Stock Exchange ("FSE") and the New York Stock Exchange ("NYSE") and are also listed on the German stock exchanges in Berlin, Bremen, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart, on the United States stock exchanges in Chicago and Philadelphia and on the Pacific Stock Exchange, on the stock exchanges in Paris and Tokyo, and on the Swiss Stock Exchange. The principal trading markets for the ordinary shares of DCAG are the FSE and the NYSE. DCAG's ordinary shares trade under the stock symbol "DCX".

10. None of the securities of DCAG is traded on a marketplace in Canada as defined in National Instrument 21-101 -- Certain Capital Market Participants.

11. DCAG is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), of the United States of America and has made all of its filing requirements under the 1934 Act, which requirements are substantively similar to the reporting requirements under the Act.

12. DCAG maintains reporting status in the United States and delivers all disclosure material required by U.S. federal securities law to be delivered to holders of its securities in the United States to holders of its securities resident in any jurisdiction in Canada. This disclosure material is also available to holders of DCAG's securities through the SEC's website at www.sec.gov.

13. DCAG maintains its listing on, among other exchanges, the FSE and NYSE and is subject to the reporting requirements of, among other exchanges, the FSE and NYSE and is not in default of any reporting requirement of the FSE and NYSE.

14. DCAG has no current intention of distributing its securities in any jurisdiction in Canada through a public or private offering, except for distributions of its securities to employees, executive officers, directors or consultants of a related entity of DCAG or permitted assigns of such persons pursuant to exemptions from the registration requirement and the prospectus requirement of the securities legislation of any jurisdiction in Canada.

15. DCAG has undertaken in favour of the Commission that it will not, directly or indirectly, distribute its securities in Canada pursuant to an exemption from the registration requirement and the prospectus requirement of the securities legislation of any jurisdiction in Canada, except for distributions of its securities to employees, executive officers, directors or consultants of a related entity of DCAG or permitted assigns of such persons pursuant to exemptions from the registration requirement and the prospectus requirement of the securities legislation of any jurisdiction in Canada.

16. DCAG has undertaken in favour of the Commission that it will continue to deliver all disclosure material required by U.S. federal securities law to be delivered to holders of its securities in the United States to holders of its securities resident in every jurisdiction in Canada, in the manner and at the time required by the U.S. federal securities law and the requirements of any exchange registered as a "national securities exchange" under the 1934 Act on which its securities are traded.

17. On June 20, 2005, DCAG issued and filed a press release announcing that DCAG has submitted an application to the Commission to be deemed to have ceased to be a reporting issuer in Ontario.

18. Since DCAG has more than 15 securityholders whose latest addresses as shown in the records of DCAG are in Québec, DCAG is unable to obtain an order under the securities legislation of Québec to revoke its status as a reporting issuer. On July 19, 2005, the authorité des marches financiers du Québec issued an order exempting DCAG from the continuous disclosure requirements of the securities legislation of Québec.

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

IT IS HERBY ORDERED, pursuant to section 83 of the Act, that DCAG is deemed to have ceased to be a reporting issuer for the purposes of the Act.

"Paul Moore" Q.C.
Vice Chair
Ontario Securities Commission
 
"Robert L. Shirriff" Q.C.
Commissioner
Ontario Securities Commission