DowDuPont Files Form 10 for Dow Holdings

Dear DowDuPont Stockholder:

As previously announced, DowDuPont Inc. (“DowDuPont”) intends to separate into three independent, publicly traded companies—one for each of its agriculture, materials science and specialty products businesses. We are pleased to inform you that on [●], our board of directors approved the first step in this plan: the separation of our materials science business, “Dow,” through the distribution to DowDuPont stockholders of all of the then issued and outstanding shares of common stock of Dow Holdings Inc. (“Dow common stock”), a wholly owned subsidiary of DowDuPont and the newly formed holding company for Dow. Completion of the separation will create the industry’s premier materials science solution provider focused on the high-growth market verticals of consumer care, infrastructure and packaging.

The separation is expected to be completed on [●], and will be effected by way of a pro rata dividend of Dow common stock to DowDuPont stockholders of record as of the close of business, Eastern Time, on [●], the record date. Each DowDuPont stockholder will receive [●] shares of Dow common stock for every [●] shares of DowDuPont common stock held on the record date.

Following the separation and distribution of Dow, DowDuPont is expected to be renamed [●] (“New DuPont”). New DuPont will then separate Corteva, the subsidiary that will hold, at the time of its distribution, the assets and liabilities associated with DowDuPont’s agriculture business, by way of a pro rata distribution of Corteva’s common stock to New DuPont stockholders. Assuming both distributions are completed as anticipated, the remaining company, New DuPont, will hold only DowDuPont’s specialty products business. The separations are the first step toward creating three independent companies that are better positioned to capitalize on significant growth opportunities and to focus their respective resources on their particular business and strategic priorities.

We expect the distribution of Dow common stock to be tax-free to you for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares. You should consult your own tax advisor as to the particular tax consequences of the distribution of Dow common stock to you, including potential tax consequences under state, local and non-U.S. tax laws.

Stockholder approval of the distribution is not required. In addition, you do not need to take any action to receive your Dow common stock and you do not need to pay any consideration or surrender or exchange your DowDuPont shares in order to receive your Dow common stock. Immediately following the distribution, you will own common stock in both New DuPont and Dow. The Dow common stock will be listed on the [●] under the symbol “[●].”

We encourage you to carefully read the enclosed information statement, which is being mailed to all DowDuPont stockholders who held shares of DowDuPont common stock as of the record date for the distribution. The information statement describes the separation and distribution of Dow in detail and contains important information about Dow, including its business, financial condition and operations, and the distribution.

The DowDuPont board of directors believes that creating three focused companies will maximize value for all DowDuPont stockholders, and this separation is an exciting first step in this process. We want to thank you for your continued support of DowDuPont and we look forward to your support of Dow in the future.

Sincerely,

Edward D. Breen

Chief Executive Officer

DowDuPont Inc.

Jeff M. Fettig

Executive Chairman

DowDuPont Inc.

Link to Form 10: https://www.sec.gov/cgi-bin/browse-edgar?company=dow+holdings&owner=exclude&action=getcompany


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