Thank you all for joining us at this pivotal moment this turning point in the history of your Dow Chemical Company.

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1 Andrew N. Liveris, Dow Chairman and CEO Remarks as Delivered 120 th Meeting of Stockholders CEO Report May 11, 2017 INTRODUCTION Thank you all for joining us at this pivotal moment this turning point in the history of your Dow Chemical Company. Over the years, you have heard me talk a great deal about transformation from this stage. That is because, for Dow, transformation is fundamental. It is an ethos. It is woven into our DNA. We are always reinventing renewing remaking ourselves and our enterprise. We are always building becoming an endlessly new Dow! Still, there has never been a moment, or an Annual Meeting, quite like this one. Because today, we celebrate not just a new Dow but a new dawn. Today, we accelerate into the future we have been building. NEW HORIZONS A future shaped by seismic change and driven, increasingly, by three broad trends: Digitalization is reshaping the ways we live and work unleashing creativity and boosting productivity. Globalization is redefining the international order enabling incredible growth and prosperity but also fueling discontent amongst those left behind. And sustainability looms ever larger as an imperative and an opportunity as companies and countries race to meet rising demand for clean water, affordable housing, and renewable food and energy all essential to life on our fragile planet. These are big challenges to say the least! They have left many companies and even some countries reeling. But not this company. May 15,

2 Over the past decade, we have transformed your Dow Chemical Company remade this enterprise from top to bottom and built a portfolio for all seasons allowing us to meet those challenges and to seize the opportunities this moment presents. It has taken smart strategy courageous leadership by your Board and disciplined execution by our aligned and motivated team, 56,000 strong. It has given us a decade of robust and steady growth no matter the macroeconomic conditions and enabled your company, in 2016, to deliver one of the best years in Dow s history. A breakthrough year. And the results speak for themselves. A BREAKTHROUGH YEAR Last year, your Dow surpassed every major benchmark hit or exceeded every target and outperformed our key competitors by nearly every metric. Financially, we extended our winning streak throughout 2016 and into the first quarter of this year: We celebrated our 18 th consecutive quarter that is four and a half years of operating earnings per share growth and our 14 th consecutive quarter three and a half years of volume growth. We recorded our highest-ever operating EBITDA secured our highest EBITDA margin in nearly two decades and surpassed, on a run-rate basis, that $10 billion target we set as our objective so many years ago. And we returned $3 billion to you, our shareholders outperforming both the industry and the market. This included the highest annual dividend in company history a record $2 billion as well as nearly a billion dollars in share buybacks. We achieved another milestone, at the end of last year, when we converted all Series A preferred shares into common stock. And along the way, we drove the price of that stock to a new record high! INNOVATION AND INTEGRATION These are accomplishments we can all be proud of: a record stock price record earnings record shareholder remuneration. It would only be natural, after achieving these goals, if we wanted to rest on our laurels. But we are not going to slow down. Because the world will not! Instead, we are stepping on the gas. May 15,

3 We will keep speeding forward, along the strategic trajectory we have executed, quarter after quarter, for nearly five years running. We will keep advancing and delivering on our company s strategy. Our strategy is defined by innovation and integration two historical strengths that have always set this company apart. Together, they are already shaping the earnings and growth potential of the new Dow. Look no further than Dow s extraordinary new silicones platform. INNOVATION: DOW CORNING As you know, last year, after 73 years of working together, Dow welcomed Dow Corning and our Dow Corning colleagues fully into the Dow family. This hand-in-glove fit between our streamlined portfolio and the preeminent silicones player in the world has deepened our capabilities, giving us exclusive access to revolutionary technologies that help us succeed in every market in which we operate. Already, we have over-delivered in terms of synergies, seamless integration, and future growth prospects. Already, with Dow Corning as part of our innovation arsenal, your Dow is driving forward unlocking newto-the-world solutions. Solutions that more than ever before will make Dow essential not just to our customers and our shareholders, but to all of humanity. Solutions like durable coatings, sealants and weather-resistant barriers that can revitalize aging infrastructure making roads, bridges, and buildings both safer and stronger. Solutions like advanced packaging and pressure-sensitive adhesives all developed and highly tailored, in partnership with our customers. Solutions like durable materials for appliances and consumer care products that feel great on your skin that make Dow the partner of choice for consumer brands that are part of our lives each day. And solutions like heat-resistant materials for car engines and high-performance components for headlights that are shaping the vehicles of tomorrow making them safer and more reliable even pointing the way toward a driverless future! These are just a few of the more than 5,000 new products your Dow is capable of launching each and every year. May 15,

4 This is only a glimpse of what is now possible thanks to our high-throughput experimentation capabilities which enable Dow scientists to conduct two million experiments a year and allowed us, in 2016, to secure 754 U.S. patent grants. That is more than eight times as many as the Dow of ten years ago. And this was not an aberration: when it comes to patents, 2016 was our fourth consecutive record-breaking year. And we are just getting started! All of this adds up to one thing: the most powerful innovation engine in Dow s history. An engine that we have been building, piece by piece, for more than a decade. An engine powered by our unrivaled integration which is now kicking into high gear. INTEGRATION: SADARA AND U.S. GULF COAST That integration can be seen on both sides of the planet. After years of planning and construction, two of Dow s most powerful growth drivers are now coming online. In the Middle East, Sadara has completed construction on all of its 26 manufacturing units. Eighteen of those units are either in operating or startup mode; five are fully up and running. Sadara s entire plastics franchise is now commercialized. And all remaining units are on track for a sequenced start-up throughout 2017 to meet rising demand in Asia, Africa, the Middle East, India, and Eastern Europe. At the same time, we are completing our major expansion projects along the U.S. Gulf Coast. At our complex in Texas, our new ethylene plant is complete. Our cracker and derivatives plants are on target for startup later this year. And our expanding footprint in Louisiana and elsewhere in the country underscores Dow s long-term commitment to making vital products for world markets right here in the United States of America. These world-scale facilities are propelling your Dow to new heights of growth building the momentum that will carry us through the historic transaction ahead and through the decades to come. OUR HISTORIC TRANSACTION That transaction, of course, is our historic merger with DuPont Followed rapidly by a three-way spin to create three new, industry-leading companies: May 15,

5 An agriculture company with the most diverse portfolio in the industry. A technology-driven specialty products company. And a high-growth, pure-play materials science powerhouse that will be your new Dow. This speedy merge and spin will unlock enormous value for our shareholders, who will own part of the future of all three companies. The spins will deliver an expected $3 billion in cost synergies all within the first 24 months after close. And they will deliver additional upside from approximately $1 billion in growth synergies. We anticipate the first company out of the gate will be the new Dow: a company unparalleled in scope and smarts unrivaled in its impact on the societies we serve. With impeccable industrial logic, a clear strategy, and strong shareholder remuneration, your new Dow will be a growth company. And it is going to be ready to deliver on Day One because the transaction will not slow our progress. Not for an instant. On the contrary: it is going to be an accelerator. To be clear your Dow is looking through the brief merger period well into the future we have so long envisaged. Allow me to give you a glimpse of that future with a focus on the next five years. OUR FUTURE VISION First, we will continue to drive narrower and deeper into the four key markets that comprise nearly 90 percent of the new Dow s revenue. Markets where our innovation and integration will set us apart and where the power of our transaction will be on full display: That starts with packaging an $870 billion global market with an addressable market for plastics packaging that is growing faster than global GDP. Next is transportation an industry at an inflection point. The CEO of General Motors predicts that Automotive will undergo more change in the next five [years] than in the last fifty years. Dow will be a key enabler of this change. May 15,

6 Infrastructure is another key market an essential priority on which governments around the world must invest at least $3.3 trillion in each of the next 13 years just to keep pace with global GDP growth. And consumer care is the last of these with demand driven by a rising middle class that, in emerging markets, will double to 2.1 billion people by 2025 and then double again, to 4.2 billion people, by Each of these markets shows enormous resilience and consistent growth even in a volatile global environment. Each demands what only the new Dow provides: a full suite of technology offerings enhanced market access and customer intimacy the unique combination of local presence and global scale and the most complete chemistry toolkit at any design table anywhere in the world. Your new Dow has earned a seat at that elite table. There, we will leverage our expertise and the full strength of our innovation engine to work hand-inhand with brand owners, OEMs, and other value chain members and customize never-before-seen innovations. All the while, we will continue to execute our operating and financial plan: delivering great and growing returns quarter after quarter, year after year just as we have done these past five years. This is an enterprise that has achieved greater than $10 billion of EBITDA on a trailing 12-month basis. Going forward, our full arsenal of growth investments will unleash the next level of earnings growth, propelling this company to $15 billion EBITDA and beyond. As we realize these higher earnings, cash flow from operations will increase by up to $5 billion. This, in turn, will provide an even higher base to invest in your company s future and, of course, to reward our shareholders! Most importantly, in the years ahead, we will double down and I do mean double! on our strategy of innovation and integration. Today, I am proud to announce a new and comprehensive phase of investments in this strategy. Over the past five years, Dow has invested $6 billion along the U.S. Gulf Coast. The projects we announce today will double Dow s growth investments to more than $12 billion over a tenyear period most of it in the United States. These projects will build incrementally on the strong foundation we have established these last many years: We will expand our new Texas-9 ethylene cracker and make it the largest ethylene facility on Earth. May 15,

7 We will construct world-scale polyethylene units along the U.S. Gulf Coast and in Western Europe to serve growing demand throughout both regions with a focus on those core markets of packaging, transportation, infrastructure, and consumer care. We will make a series of investments in our polyurethanes franchise, driving downstream specialty polyols, systems growth, and infrastructure enhancements. We will build a new catalyst production unit to enhance our Univation licensing model. And, we will undertake a series of projects to unleash an additional 350,000 metric tons of polyethylene from our existing asset network the majority of which will be in America. All told, these projects will employ 5,500 workers at peak activity. And they will fuel domestic job creation with a multiplier effect that supports 2,000 high-skilled jobs tied to state-of-the-art manufacturing. And last but not least, here in the Great Lakes Bay Region Dow s headquarters and our home we will continue to create jobs and invest for the long term. We will embark on a sweeping, $400-million transformation of our Midland-based manufacturing operations. And just a short distance from here, on the Dow Corning campus, we will soon break ground on a worldclass Innovation Center a $100-million hub for global R&D that supports 200 Michigan jobs. And speaking of the future We are ensuring that future with our Dow Board members who are here today all of whom will serve on the Materials Advisory Committee while we are merged. Today we have shared through a press release the designees for the DowDuPont Board of Directors, which will include 8 of our Dow Board members further accelerating our forward progress toward our bold vision for the New Dow. CONCLUSION This is not hypothetical. It is not some far-off vision. This is the company that is taking shape all around us. That we are building on every day. A company that does not merely make things, but imagines them and creates them. A company that not only manufactures products but delivers solutions. May 15,

8 A company that, at 120 years young, is reaching higher and farther than ever before for new horizons. And speeding toward those horizons guided, as ever, by our North Star, and fueled by the values that shine through our people into that bright future that awaits us. A future that is ours to shape. Thank you all. # # # May 15,