Exhibit 24.1
Certified Resolution
Abigail Jarrell, Assistant Secretary of Corteva, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, do hereby certify that the following resolutions was duly adopted by the Board of Directors of the Corporation and that such resolutions have not been amended, modified or rescinded and is in full force and effect on the date hereof:
WHEREAS, the Board has determined that it is in the best interest of the Corporation and its shareholders to prepare, execute and file with the SEC, under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-3 (the “Universal Shelf”) registering an unspecified aggregate amount of the Common Stock, an unspecified aggregate amount of preferred stock of the Corporation, par value $0.01 per share (the “Preferred Stock” and, together with the Common Stock, the “Capital Stock”), an unspecified aggregate principal amount of depositary shares representing fractional shares of Preferred Stock (the “Depositary Shares”), an unspecified aggregate amount of debt securities of the Corporation (the “Debt Securities”), an unspecified aggregate amount of warrants to purchase Capital Stock or Debt Securities (the “Warrants”), an unspecified amount of subscription rights to purchase Capital Stock or Debt Securities (the “Subscription Rights”), an unspecified amount of contracts to purchase Capital Stock or Debt Securities (the “Purchase Contracts”) and an unspecified amount of purchase units, each representing ownership of a Purchase Contract and Debt Securities, preferred securities or debt obligations of third parties, including U.S. treasury securities, or any combination of the foregoing, securing the holder’s obligation to purchase Common Stock or other securities under the Purchase Contracts (together with the Capital Stock, the Depositary Shares, the Debt Securities, the Warrants, the Subscription Rights and the Purchase Contracts, the “Universal Shelf Securities”) in order to facilitate offerings of securities; and
NOW, THEREFORE, BE IT RESOLVED, that the Authorized Persons [any officer of the corporation] be, and each of them individually hereby is, authorized, in the name and on behalf of the Corporation, to prepare and file, or cause to be prepared and filed, with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder, the Universal Shelf and any and all amendments to the Universal Shelf, including one or more prospectuses with respect to the Universal Shelf Securities and any and all amendments thereto, which may be necessary, desirable or required by the SEC (including post-effective amendments), such Universal Shelf, prospectuses and any such amendments to be in the form as the Authorized Persons or any of the Authorized Persons individually, shall approve, such approval to be conclusively evidenced by the filing thereof by such officers, and to take any and all actions that such officers shall deem necessary or advisable; and, be it further
RESOLVED, that each of the officers and directors who may be required to execute the Universal Shelf, and each of them individually hereby is, authorized to execute and deliver a power of attorney appointing one or more of the Authorized Persons, and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Universal Shelf, as the case may be, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done.