If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
The
information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (
Securities Exchange Act
) or otherwise
subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).
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1.
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Name of
Reporting Person
The Dow Chemical Company
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instructions):
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power: 20,500,000
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8.
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Shared Voting Power: 0
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9.
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Sole Dispositive Power: 20,500,000
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10.
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Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 20,500,000
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares: ☐ (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11): 38.2%
(1)
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14.
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Type of Reporting Person (See
Instructions): CO
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(1)
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The percentage set forth in row (13) is based on 50,703,587 outstanding shares of common stock, par value $0.0001 per share, of AgroFresh Solutions, Inc. as of March 2, 2017, as disclosed in the Issuers Annual
Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 16, 2017.
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SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (Amendment No. 2) amends and supplements the Schedule 13D filed by the Reporting
Person on August 10, 2015, as amended by Amendment No. 1 to Schedule 13D (Amendment No. 1) filed by the Reporting Person on May 12, 2016 (as so amended through Amendment No. 1, the Schedule 13D).
Unless otherwise indicated, all capitalized terms in this Amendment No. 2 have the meanings set forth in the Schedule 13D for such terms. This Amendment No. 2 amends the Schedule 13D to include the information set forth below.
Item 2.
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Identity and Background
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(a) This Schedule 13D is being filed by
The Dow Chemical Company (the Reporting Person).
The names of the directors and executive officers of the Reporting Person are as set forth
on Appendix A attached hereto and are incorporated herein by reference.
(b) The principal executive offices of the
Reporting Person and the business address of each of its executive officers are located at 2030 Dow Center, Midland, MI 48674. The business address of each of the directors of the Reporting Person are as set forth on Appendix A attached hereto and
incorporated herein by reference.
(c) The Reporting Person combines the power of science and technology to
passionately innovate what is essential to human progress. The company is driving innovations that extract value from material, polymer, chemical and biological sciences to help address many of the worlds most challenging problems, such as the
need for fresh food, safer and more sustainable transportation, clean water, energy efficiency, more durable infrastructure, and increasing agricultural productivity. The Reporting Persons integrated, market-driven portfolio delivers a broad
range of technology-based products and solutions to customers in 175 countries and in high-growth sectors such as packaging, infrastructure, transportation, consumer care, electronics, and agriculture. In 2016, the Reporting Person had annual
sales of $48 billion and employed approximately 56,000 people worldwide. The companys more than 7,000 product families are manufactured at 189 sites in 34 countries across the globe. The company conducts its worldwide
operations through global businesses, which are reported in five operating segments: Agricultural Sciences, Consumer Solutions, Infrastructure Solutions, Performance Materials & Chemicals and Performance Plastics.
The present principal occupation or employment and the name, and the principal business address, if other than the Reporting Person, of any
corporation or other organization in which such employment is conducted of the directors and executive officers of the Reporting Person are as set forth on Appendix A attached hereto and are incorporated herein by reference.
(f) The Reporting Person is a Delaware corporation. Except as set forth otherwise on Appendix A, each person identified
on Appendix A is a citizen of the United States.
Item 4.
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Purpose of Transaction
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On July 31, 2015, the Issuer and Reporting Person
consummated a business combination (the Business Combination) pursuant to the Stock Purchase Agreement, dated April 30, 2015, by and between Boulevard Acquisition Corp. (subsequently renamed AgroFresh Solutions, Inc.) and the
Reporting Person (the Purchase Agreement) providing for the acquisition by the Issuer of the AgroFresh business from the Reporting Person.
Pursuant to the Purchase Agreement, on July 31, 2015, the Issuer acquired from the Reporting Person all of the issued and outstanding
shares of capital stock of AgroFresh Inc. in exchange for $635 million in cash, one share of Series A Preferred Stock and 17,500,000 shares of Common Stock. In addition, in connection with the closing of the Business Combination, the Issuer and
the Reporting Person entered into an investor rights agreement, a warrant purchase agreement and a board representation letter agreement, each of which is described in Item 6 below, as well as several other agreements.
On April 4, 2017, in connection with settling various matters involving the Issuer, the
Reporting Person and several other persons have entered into a letter agreement, a stock buyback agreement and a termination of warrant purchase agreement, each of which is described in Item 6 below, as well as several other agreements.
The share of Series A Preferred Stock and the shares of Common Stock acquired in connection with the closing of the Business Combination, as
well as the warrants to purchase additional shares of common stock of the Issuer are owned by Rohm and Haas Company (R&H). R&H is a wholly owned subsidiary of the Reporting Person.
Except as set forth in Item 6 below, the Reporting Person does not have a present plan or proposal that relates to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future.
Item 5.
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Interest in Securities of the Issuer
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(a) As of the date hereof,
the Reporting Person beneficially owns 17,500,000 shares of Common Stock, representing 34.5% of the Issuers outstanding Common Stock, and 3,000,000 warrants to purchase common stock, each to purchase one share of Common Stock. If the Reporting
Person were to exercise its warrants to purchase common stock and no other person exercised warrants to purchase common stock held by that person, the Reporting Person would beneficially own 20,500,000 shares of Common Stock, representing 38.2% of
the Issuers outstanding Common Stock. The percentage set forth in this Item 5 is based on 50,703,587 outstanding shares of Common Stock as of March 2, 2017, as disclosed in the Issuers Annual Report on Form
10-K
for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 16, 2017. To the best of the Reporting Persons knowledge, none of the persons whose names are
listed on Appendix A beneficially owns any shares of Common Stock.
(c) Neither the Reporting Person nor any of the
persons whose names are listed on Appendix A has effected any transactions in shares of Common Stock during the past 60 days.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The Reporting Persons rights with respect to the shares of Common Stock are subject to the terms and conditions of the Investor Rights
Agreement, the Warrant Purchase Agreement, the Board Representation Letter Agreement, the
Lock-Up
Extension Agreement, the Letter Agreement, the Stock Buyback Agreement and the Termination of Warrant Purchase
Agreement. For a complete description of the Investor Rights Agreement, the Warrant Purchase Agreement, the Board Representation Letter Agreement and the
Lock-Up
Extension Agreement, your attention is directed
to each of these documents which have been incorporated by reference as exhibits to the Schedule 13D or to Amendment No. 1 and are incorporated herein by reference. For a complete description of the Letter Agreement, the Stock Buyback Agreement
and the Termination of Warrant Purchase Agreement, your attention is directed to each of these documents which have been filed as exhibits to this Amendment No.2 and are incorporated herein by reference. A summary of the relevant portions of the
Letter Agreement, the Stock Buyback Agreement and the Termination of Warrant Purchase Agreement are set forth below.
Letter
Agreement
On April 4, 2017, the Issuer, the Reporting Person, R&H, the Sponsor and certain other parties entered into a
letter agreement (the Letter Agreement). Among other matters, the Sponsor agreed, pursuant to the Letter Agreement, to transfer to R&H 3,000,000 private placement warrants and the parties to the Letter Agreement agreed to waive any
and all transfer restrictions applicable to such transfer. The parties to the Letter Agreement also agreed to waive any and all restrictions on the transfer of Common Stock and private placement warrants to the extent necessary to permit the Sponsor
to distribute or otherwise transfer shares of Common Stock or private placement warrants to any member of the Sponsor.
Stock Buyback Agreement
On April 4, 2017, the Issuer and the Reporting Person entered into a stock buyback agreement (the Stock Buyback Agreement).
Pursuant to the Stock Buyback Agreement, the Reporting Person has agreed to use its reasonable best efforts to purchase or cause one of its affiliates to purchase from time to time up to 5,070,358 shares of Common Stock in the aggregate by means of,
and in accordance with, one or more plans or programs designed to comply with Rules
10b5-1
and Rule
10b-18
under the Securities Exchange Act of 1934, as amended, subject
to any terms, conditions and limitations contained in such plans or programs. The Reporting Persons obligation to purchase shares of Common Stock under the Stock Buyback Agreement will continue until the
18-month
anniversary of when the first such plan or program is adopted, whether or not all 5,070,358 shares of Common Stock have been purchased. As a result, there is no assurance that the Reporting Person or
an affiliate will purchase all 5,070,358 shares during this
18-month
period.
Termination of
Warrant Purchase Agreement
On April 4, 2017, the Issuer, the Reporting Person, R&H and the Sponsor entered into an
agreement agreeing to terminate the Warrant Purchase Agreement effective immediately (the Termination of Warrant Purchase Agreement). In addition, pursuant to the Termination of Warrant Purchase Agreement, the Sponsor, in good faith
consultation with the Reporting Person, shall work with the corporate governance and nominating committee of the board of directors of the Issuer (the Board) to identify and recommend to the Board a qualified individual to fill the
vacancy on the Board existing immediately following the completion of the 2017 annual meeting of the stockholders of the Issuer.
Item 7.
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Material to be filed as Exhibits.
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Exhibit 5.
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Letter Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Form
8-K
dated April 4, 2017 and filed with the SEC on April 6, 2017 (the Form
8-K).
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Exhibit 6.
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Stock Buyback Agreement (incorporated by reference to Exhibit 10.3 of the Form
8-K).
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Exhibit 7.
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Termination of Warrant Purchase Agreement (incorporated by reference to Exhibit 10.4 of the Form
8-K).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated as April 12, 2017
THE
DOW CHEMICAL COMPANY
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By:
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/s/ Howard I. Ungerleider
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Name:
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Howard I. Ungerleider
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Title:
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Vice Chairman and Chief Financial Officer
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APPENDIX A
Information Concerning Executive Officers and
Directors of The Dow Chemical Company
The
current executive officers and directors of The Dow Chemical Company are listed below. Unless otherwise indicated, all positions set forth below opposite an individuals name refer to positions within The Dow Chemical Company. In addition,
unless otherwise indicated, the business address for each individual is c/o The Dow Chemical Company, 2030 Dow Center, Midland, Michigan 48674.
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Executive Officer Name
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Position with The Dow Chemical Company
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Ronald C. Edmonds
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Controller and Vice President of Controllers and Tax
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James R. Fitterling
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President and Chief Operating Officer
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Heinz Haller*
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Executive Vice President and President of Dow Europe, Middle East, Africa and India
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Joe E. Harlan
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Vice Chairman and Chief Commercial Officer
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Peter Holicki*
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Senior Vice President, Operations, Manufacturing & Engineering, Environment, Health & Safety Operations, and Emergency Services & Security
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Charles J. Kalil
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General Counsel and Executive Vice President
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Andrew N. Liveris*
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Chairman and Chief Executive Officer
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Johanna Söderström*
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Corporate Vice President, Human Resources and Aviation, and Chief Human Resource Officer
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A. N. Sreeram
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Senior Vice President, Research & Development, and Chief Technology Officer
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Howard I. Ungerleider
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Vice Chairman and Chief Financial Officer
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*
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Heinz Haller is a citizen of Switzerland; Peter Holicki is a citizen of Germany; Andrew N. Liveris is a citizen of Australia; Johanna Söderström is a citizen of Finland.
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Director Name
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Present Principal Occupation and Business Address
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Ajay Banga
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President and Chief Executive Officer
Mastercard Incorporated
2000 Purchase Street
Purchase, New York 10577
(technology company in the global payments industry)
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Jacqueline K. Barton
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Professor of Chemistry & Chair, Division of Chemistry and Chemical Engineering
California Institute of Technology
1200 East California Boulevard
Pasadena, California 91125
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James A. Bell
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Former Executive Vice President, Corporate President and Chief Financial Officer
The Boeing Company
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Richard K. Davis
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Chairman and Chief Executive Officer
U.S. Bancorp
800 Nicollet
Mall
Minneapolis, Minnesota 55402
(financial services holding company)
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Director Name
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Present Principal Occupation and Business Address
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Jeff M. Fettig
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Chairman and Chief Executive Officer
Whirlpool Corporation
2000 North M63
Benton
Harbor, Michigan 49022
(manufacturer of home appliances)
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Andrew N. Liveris
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Chairman and Chief Executive Officer of The Dow Chemical Company
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Mark Loughridge
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Former Chief Financial Officer
International Business Machines Corporation
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Raymond J. Milchovich
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Former Chairman and Chief Executive Officer of Foster Wheeler AG
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Robert S. Miller
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President and Chief Executive Officer
International Automotive Components
28333 Telegraph Road
Southfield, Michigan 48034
(provider of automotive interiors technology)
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Paul Polman**
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Chief Executive Officer
Unilever PLC and Unilever N.V.
100 Victoria Embankment
London EC4Y 0DY United Kingdom
(provider of nutrition, hygiene and personal care products)
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Dennis H. Reilley
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Non-Executive
Chairman
Marathon Oil Corporation
5555 San Felipe Street
Houston, Texas 77056
(oil
and natural gas exploration and production company)
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James M. Ringler
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Chairman
Teradata
Corporation
10000 Innovation Drive
Dayton, Ohio 45342
(provider of database software, data warehousing and analytics)
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Ruth G. Shaw
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Former Group Executive, Public Policy and President
Duke Nuclear
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**
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Paul Polman is a citizen of the Netherlands.
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