Securities Law & Instruments

Headnote

Subsection 1(10) of the Securities Act (Ontario) -- Application by reporting issuer for a decision that it is not a reporting issuer in Ontario -- Issuer became a reporting issuer in Ontario when its shares commenced trading on the Toronto Stock Exchange on may 16, 1974 -- Issuer de-listed from Toronto Stock Exchange on December 21, 1997- Residents of Canada beneficially own, directly or indirectly, only approximately 2.58% of issuer's outstanding common shares worldwide -- residents of Canada comprise, directly or indirectly, only approximately 2.65% of the total number of holders of issuer's outstanding common shares worldwide -- No securities of the Issuer trade on any market or exchange in Canada -- Issuer is a paper filer and is subject to the reporting requirements under the Securities Exchange Act of 1934 of the United States -- Issuer qualifies as a "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and other Exemptions Relating to Foreign Issuers- Issuer's securities are listed for trading on the New York Stock Exchange, London Stock Exchange, Tokyo Stock Exchange, SIX Swiss Stock Exchange -- Issuer has not taken steps to create a market for the ordinary shares and, in particular, never offered securities to the public in Ontario or in any other jurisdiction in Canada by way of a prospectus offering -- Issuer has undertaken that it will concurrently deliver to its Canadian securityholders all disclosure material it is required under U.S. securities laws to deliver to its securityholders in the U.S. -- Issuer has issued a press release announcing that it has submitted an application to cease to be a reporting issuer in Ontario -- Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

July 19, 2013

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the “ACT”)

AND

IN THE MATTER OF
THE DOW CHEMICAL COMPANY
(THE “FILER”)

ORDER

(SUBCLAUSE 1(10)(a)(ii))

UPON the Director having received an application from the Filer for an order under subclause 1(10)(a)(ii) of the Act that the Filer is not a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Filer representing to the Commission as follows:

1. The Filer was incorporated in 1947 under Delaware law and is the successor to a Michigan corporation, of the same name, organized in 1897.

2. The Filer's head office is located at 2030 Dow Center, Midland, Michigan 48674.

3. The Filer owns a diversified portfolio of specialty chemical, advanced materials, agrosciences and plastics businesses that deliver a broad range of technology-based products and solutions to customers in approximately 160 countries.

4. The authorized share capital of the Filer consists of 1,500,000,000 shares of Common Stock (the "Common Shares") and 250,000,000 shares of Series A Stock (the "Series A Shares", together with the Common Shares, the "Shares") of which 1,172,354,054 Common Shares and 4,000,000 Series A Shares were moved and outstanding as at December 31, 2010 and 1,208,129,785 Common Shares and 4,000,000 Series A Shares were issued and outstanding as at March 18, 2013.

5. The Common Shares are listed for trading and quoted on the New York Stock Exchange in the United States (the "NYSE") which is the principal market for the Common Shares. The Common Shares are also listed on the London Stock Exchange, the Tokyo Stock Exchange and the SIX Swiss Stock Exchange.

6. There are only three registered and beneficial owners of the Series A Shares and each of them is resident in a jurisdiction other than Canada. The Series A Shares are not listed or quoted on any marketplace in Canada.

7. The Filer had 122 outstanding series of debt securities having an aggregate principal amount of US$ 21,530,915,000 as of December 31, 2010. The Filer has outstanding 202 series of debt securities having an aggregate principal amount of US$ 17,486,106,848 as of March 31, 2013. All such debt securities were distributed in a foreign jurisdiction, principally the United States, and are the subject of book entries with a clearing corporation.

8. The Filer became a reporting issuer in Ontario by listing its Common Shares for trading on the Toronto Stock Exchange effective May 16, 1974. The Filer voluntarily delisted the Common Shares from the Toronto Stock Exchange effective December 31, 1997.

9. The Filer is not a reporting issuer in any other jurisdiction of Canada.

10. None of the Filer's securities are listed, traded or quoted on a marketplace in Canada as defined in National Instrument 21-101 Marketplace Operation and the Filer does not intend to have its securities listed, traded or quoted on such a marketplace in Canada.

11. The Filer is subject to the reporting requirements under the Securities Exchange Act of 1934 of the United States and it is not in default of any such reporting requirements.

12. The Filer is not in default of any reporting or other requirements of the NYSE, the London Stock Exchange, the Tokyo Stock Exchange, or the SIX Swiss Stock Exchange.

13. The Filer qualifies as a "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102") and has relied on exemptions from Canadian continuous disclosure requirements afforded to SEC foreign issuers under Part 4 of NI 71-102.

14. The Filer qualifies as a "foreign issuer (SEDAR)" under National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) ("NI 13-101"), it has never elected to file a notice of election to become an electronic filer in the manner provided in subsection 2.1(2) of NI 13-101 and it has therefore made its continuous disclosure filings as paper-based filings with the Commission.

15. For the years ended December 31, 2009 to December 31, 2012, the Filer made paper-based filings with the Commission of its annual reports on Form 10-K which included: audited consolidated financial statements of the Filer for the year then ended and the previous year, reports of the Filer's independent registered public accounting firm, management's discussion and analysis for the same years and certifications of certain principal officers pursuant to sections 302 and 906 of the Sarbanes -- Oxley Act of 2002 and section 8.1 of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109");

16. The Filer is not in default of any of its obligations under the securities legislation of Ontario other than:

(a) for the period beginning January 1, 2009 and ending December 31, 2012, the filing of certain continuous disclosure reports, including press releases, material change reports, management information circulars and quarterly reports, including interim management's discussion and analysis and related NI 52-109 certifications; and

(b) for the period from May 16, 1974 to December 31, 2008, the filing of certain continuous disclosure reports, including press releases, material change reports, management information circulars, annual reports and quarterly reports, including annual and interim management's discussion and analysis and related NI 52-109 certifications.

17. All continuous disclosure documents that have been filed by the Filer in accordance with U.S. securities laws can be obtained on EDGAR and the Filer's website.

18. Continuous disclosure documents that the Filer has been required to deliver to the holders of its securities in accordance with U.S. securities laws have been delivered to the holders of all of its securities that are entitled to receive them, including those resident in Canada.

19. The Filer determined the number of Canadian residents that beneficially owned its Shares, and the number of Shares beneficially owned by Canadian residents, directly or indirectly, as at December 31, 2010 by reviewing the shareholder register maintained by its registrar and transfer agent and by acquiring a geographic analysis report dated January 6, 2011 (the "Initial Broadridge Equity Report") from Broadridge Investor Communication Services ("Broadridge") respecting the number of Common Shares beneficially owned, and the number and percentage of beneficial owners of Common Shares, in each of the provinces and territories of Canada, the United States and all other foreign jurisdictions as at December 31, 2010.

20. The Filer determined the number of Canadian residents that beneficially owned its debt securities, and the principal amount of its debt securities beneficially owned by Canadian residents, directly or indirectly, as at March 1, 2011, by acquiring a geographic analysis report dated March 4, 2011 (the "Broadridge Debt Report") from Broadridge respecting the principal amount of the six largest series of its debt securities beneficially owned, and the number and percentage of the beneficial owners of the six largest series of its debt securities, in each of the provinces and territories in Canada, the United States and all other foreign jurisdictions as at March 1, 2011.

21. Based and relying on the Initial Broadridge Equity Report and the Broadridge Debt Report, residents of Canada did not, directly or indirectly, beneficially own more than 2% of the number or principal amount of each class or series of outstanding Shares or debt securities of the Filer, respectively, worldwide as at December 31, 2010 and March 1, 2011, respectively.

22. Based and relying on the Initial Broadridge Equity Report and the Broadridge Debt Report, residents of Canada did not, directly or indirectly, comprise more than 2% of the total number of security holders of the Filer worldwide as at December 31, 2010.

23. The Filer determined the number of Canadian residents that beneficially owned its Shares, and the number of Shares beneficially owned by Canadian residents, directly or indirectly, as at March 18, 2013 by reviewing the Shareholder registers maintained by its registrar and transfer agent and by acquiring a geographic analysis report dated April 17, 2013 (the "Second Broadridge Equity Report") from Broadridge respecting the number of Common Shares beneficially owned, and the number and percentage of beneficial owners of Common Shares, in each of the provinces and territories of Canada, the United States and all other foreign jurisdictions as at March 18, 2013.

24. The Filer determined the number of Canadian residents that are the registered holders of its Common Shares, and the number of Common Shares held by such registered holders, as at March 18, 2013 by acquiring a geographic breakdown snapshot from Computershare (the "Computershare Report") respecting the number of Common Shares held by registered owners of Common Shares, and the number and percentage of registered owners of Common Shares, in each of the provinces and territories of Canada, the United States and all other foreign jurisdictions as at March 18, 2013.

25. The Filer determined the number of Canadian residents that beneficially owned its debt securities, and the principal amount of its debt securities beneficially owned by Canadian residents, directly or indirectly, as at March 31, 2013, by requesting a geographic analysis report from Broadridge respecting the principal amount of each of the six largest series of its debt securities beneficially owned, and the number and percentage of the beneficial owners of the six largest series of its debt securities, in each of the provinces and territories of Canada, the United States and all other foreign jurisdictions as at March 18, 2013 and by being advised by Broadridge that it has no relevant data due to a lack of Canadian accounts.

26. Residents of Canada do not, directly or indirectly, beneficially own more than 2% of the outstanding Series A Shares or the principal amount of any outstanding series of debt securities of the Filer worldwide.

27. Residents of Canada do not, directly or indirectly, comprise more than 2% of the total number of holders of the outstanding Series A Shares or the principal amount of any outstanding series of debt securities of the Filer worldwide.

28. Based and relying on the Second Broadridge Equity Report, residents of Canada beneficially own, directly or indirectly, approximately 2.58% of the outstanding Common Shares worldwide as at March 18, 2013.

29. Based and relying on the Second Broadridge Equity Report, residents of Canada comprise, directly or indirectly, approximately 2.65% of the total number of holders of the outstanding Common Shares worldwide as at March 18, 2013.

30. Based and relying on the Computershare Report, residents of Canada are the registered holders of not more than 2% of the outstanding Common Shares worldwide as at March 18, 2013.

31. Based and relying on the Computershare Report, residents of Canada do not comprise more than 2% of the total number of registered holders of outstanding Common Shares worldwide as at March 18, 2013.

32. The Filer has not taken steps to create a market for its securities and, in particular, it has never offered securities to the public in Ontario or in any other jurisdiction in Canada by way of a prospectus offering.

33. There has been no offering of Common Shares in Canada since the Filer voluntarily delisted the Common Shares from the TSX effective December 31, 1997 and the Filer is not aware of any debt offering that has been undertaken in Canada.

34. The Filer provided advance notice to Canadian resident securityholders in a press release dated July 5, 2013 that it had applied for a decision that it is not a reporting issuer in Ontario and that, if a decision was made, the Filer would no longer be a reporting issuer in any jurisdiction in Canada.

35. The Filer has undertaken that it will concurrently deliver to its Canadian securityholders all disclosure material that the Filer is required under U.S. securities laws to deliver to its securityholders in the United States.

36. The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Commission granting the relief requested.

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

IT IS HEREBY ORDERED pursuant to subclause 1(10)(a)(ii) of the Act that, for purposes of Ontario securities law, the Filer is not a reporting issuer.

"Sarah B. Kavanagh"
Ontario Securities Commission
 
"Deborah Leckman"
Ontario Securities Commission