Corteva, Inc. (CTVA)
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AGM 2026

Apr 28, 2026

Gregory Page
Chair of the Board of Directors, Corteva

Good morning. I'm Gregory Page, Chair of the Board of Directors of Corteva, and it is my pleasure to welcome you to our 2026 Annual Meeting of Stockholders. We appreciate your participation in today's meeting and your ongoing support of Corteva. I'll start the formal business of this meeting by introducing Jen Johnson, our Chief Legal and Public Affairs Officer and Corporate Secretary, who will serve as secretary of this meeting, and David Johnson, our Chief Financial Officer. Continuing with the introductions, I would like to recognize our other directors, our Chief Executive, Chuck Magro, Lamberto Andreotti, David Everitt, Klaus Engel, Janet Giesselman, Karen Grimes, Michael Johanns, Marcos Lutz, Nayaki Nayyar, Kerry Preete, and `Patrick Ward. I would like to thank each of them for their important contributions to our Board this year.

A special thanks to Lamberto and Mike, who will retire at the conclusion of this meeting. We will miss their insight, experience, and extraordinary dedication to our board. Finally, also joining us is Tracey Stover, representing PricewaterhouseCoopers, our independent registered public accounting firm. The meeting will now come to order. Jen will now review the formalities to be observed through our meeting today.

Jen Johnson
Chief Legal and Public Affairs Officer and Corporate Secretary,, Corteva

Good morning. Our website and the virtual meeting platform contain a copy of the agenda and rules of conduct for this meeting, which will ensure that our meeting proceeds in an orderly fashion, and stockholders of record have the opportunity to raise questions. Please note that we have already posted responses to certain pre-submitted questions on our virtual platform. If you wish to raise a question, please press the Question for Management button on your screen and type in your question. As noted in the rules of conduct for this meeting, we will not allow personal grievances and matters outside the scope of the agenda for today's meeting. If we run out of time to address a properly raised question fully or at all during the meeting, we will post the questions- and-a nswers to our investor webpage.

We will not respond to repetitive or similar questions and will likewise not respond to questions that violate our rules of conduct. Broadridge Financial Solutions has been appointed Inspector of Election, and its agent representative will tabulate today's voting results. I have received the inspector's written oath of office, and she has presented me with evidence that notice of this meeting was properly given to all stockholders of record as of the close of business on the record date. This notice will be filed along with the minutes of this meeting. I have determined that based upon the inspector's report, that there are stockholders represented at this meeting holding common stock that represent at least a majority of the votes entitled to be cast, which is sufficient for a quorum and for transacting the business of this meeting. With the quorum met, the polls for voting are now open.

We will now have a few words from Corteva's CEO, Chuck Magro.

Chuck Magro
Chief Executive, Corteva

Thanks, Jen. Good morning, everyone, and thanks for joining us. I hope your spring is off to a great start. Let me start with an important truth. Today, agriculture is more important than ever. Not only are we adding more people to our planet, but recent events have shown us the importance of having domestic, reliable sources of food and fuel. In parts of the world, we've seen severe weather set in, more floods, more droughts, pests, and more risk to crop loss. Agriculture, and more specifically our work, ag technology, is helping address each of these challenges. We often talk about food security and energy security, but what we really mean is national security. At Corteva, we are proud to be a critical player in such an essential industry.

In fact, just a few days ago, we celebrated the 100th Anniversary of Pioneer, an iconic brand if there ever was one. In 1926, Pioneer and its hybrid corn didn't just change agriculture, it changed the world. We're about to do it again. Just like last time, we will do it with groundbreaking technologies from gene editing, to hybrid wheat, to safe, effective, and sustainable crop protection products, including biological solutions. Let me start by taking a look back at what was, by any measure, a strong year. We can look forward to the separation and beyond. In 2025, Corteva once again grew the top and bottom line, leading to over 200 basis points of margin expansion, pushing us over the 22% mark for the first time as a public company.

Net sales were up 3%, Operating EBITDA was up 14%, and our full-year free cash flow was nearly $3 billion. This is a testament to growing farmer demand for our next-gen technology, the exceptional dedication of our employees in disciplined operational execution. This performance allowed us to return about one and a half billion of cash to shareholders last year via a combination of dividends and share repurchases. Over the past five years, we've returned $7 billion to shareholders, increased the dividend every year, and generated a total shareholder return of more than 170%. Both seed and crop protection delivered significant cost improvements driven by a focus on productivity.

While our Seed business progressed its position in the exciting out-licensing market, our Crop Protection business continued to drive strong demand for new and differentiated products. We're also investing in innovation, spending nearly $1.5 billion in R&D last year. This investment allowed us to launch more than 400 new products into the hands of farmers and advance several next-gen technologies through our pipeline. All in all, the Board and Management team are pleased with the progress both businesses have made, and we expect to deliver another solid year in 2026. Let me also give you a quick update on our separation. First, we remain on track for a separation sometime in the fourth quarter. As you will have seen a few days ago, we announced a new CEO for the company that will become Corteva, home to our crop protection business.

Luke Kissam is an experienced leader with a proven track record of delivering results, and we're delighted that he will be joining the company on June 1st. We also announced the two executive leadership teams for the new companies, both of which include a mix of existing and new members, but all of whom are aligned to our purpose, culture, and values. As such, they share a passion for agriculture, science, and innovation, as well as a commitment to the teams that they will lead and the customers and shareholders they will serve. Next is the launch of the SpinCo brand, which we plan to do very soon. This will bring the vision and ambition of our advanced seed and genetics company to life.

You can see this year is off to a busy start as we work to get the separation process across the finish line while ensuring our customers continue to get the level of performance and support they have come to expect from Corteva. One last note. We currently expect to hold our Investor Day in mid-September, and we certainly hope many of you will tune into that. I'd like to end on a personal note, since this will be my last annual meeting as CEO of this integrated company. Leading this company and our team of exceptional employees has been quite simply the honor of a lifetime. This company has achieved so much in its very short history.

We were able to do that with the support of so many, the generations of employees whose hard work and ingenuity built this company, and the generations more who work today, every day, every shift to advance that legacy. I want to thank them, the many partners who make our work possible, the shareholders who support our vision, and of course, the farmers we all serve. Thank you for your support of our current company and of the two future companies. At this time, we will hold a brief session to answer your questions. Jen, could you please provide the first question?

Jen Johnson
Chief Legal and Public Affairs Officer and Corporate Secretary,, Corteva

Our first question is, when will the management teams for the two spinoff companies be announced?

Chuck Magro
Chief Executive, Corteva

Thanks, Jen. Good morning, everyone. As I covered in the prepared remarks, we actually did announce the spinoff and the new Corteva leadership teams back on April 14th, and there's a press release and an 8-K that you can refer to. Just quickly, just to hit the highlights, I will be leading the SpinCo company effective at separation. As I mentioned already, Luke Kissam will become the CEO of new Corteva, and we're just thrilled that he's joining our company as well. The two executive leadership teams were also announced, and I think it's just a good mix of experience and new members. We've made very good progress on the separation. We are on track for the separation timeline sometime in the fourth quarter.

The next step on our to-do list will be naming the SpinCo company and also communicating the two headquarters for each. Those announcements should be out very soon.

Jen Johnson
Chief Legal and Public Affairs Officer and Corporate Secretary,, Corteva

Our second question is, what is the impact, if any, on Corteva from the geopolitical situation in the Middle East?

Chuck Magro
Chief Executive, Corteva

It's a very good question. The ultimate impact will be determined by how long the conflict exists. Of course, the price of oil among many other factors. I think what we'll do is we'll defer some of this because we have our earnings call actually next week. I'm just gonna encourage shareholders to dial in through the investor relations website, listen to our earnings call at 9:00 A.M. on May 6th, and we'll give you our thoughts on the conflict and the impacts to the company.

Jen Johnson
Chief Legal and Public Affairs Officer and Corporate Secretary,, Corteva

Our last question begins: My name is Kevin Chuah, and I'm submitting this question on behalf of ShareAction, an organization that facilitates a group of investors concerned about regulatory and transition risks from hazardous pesticides. We are concerned about the Highly Hazardous Pesticides in your product portfolio and the material risks these products expose the company and its investors to. What is your plan to improve transparency and transition planning on hazardous products in your portfolio to mitigate such risks?

Chuck Magro
Chief Executive, Corteva

Kevin, thank you for the question. This is an interesting question. You know, the term Highly Hazardous products, the so-called HHPs, really do not have a globally consistent definition or even an understanding broadly around the different markets in the world. I will say right up front, Corteva does disclose all required regulatory information for all of its products. If you step back and you look at the innovation and the regulatory processes that we're subjected to, and not just our company, but the crop protection industry in general, it is considered to be one of the most highly regulated industries in the world. To develop a new crop protection product today in the market requires about $300 million of investment and about 12 years of time.

A large percentage of that 12 years of time is really because of the regulatory process needed from governments around the world. For Corteva, though, strategically, what we've been focused on over the last several years, we've been making sizable investments in what we call nature-based or biological solutions in addition to traditional chemical solutions. The reason we're doing that is we believe that biological products will generally be less hazardous and play a more important and growing role in how we can control weeds, pests, and disease for crops. I appreciate the question, and I think strategically we're doing a lot of work to move towards more nature-based solutions. Chemical solutions are still absolutely critical, and they are highly regulated.

Jen Johnson
Chief Legal and Public Affairs Officer and Corporate Secretary,, Corteva

Thank you for your questions and for your interest in Corteva. Our question- and answer- session has now concluded, and the polls remain open. The first item of business on our agenda is the election of our 12 Director nominees to serve until the 2027 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. There were no nominations by stockholders pending before the company and properly submitted prior to this meeting in accordance with our bylaws. Therefore, I declare the nominations closed. The second item on our agenda is the opportunity to cast a non-binding advisory vote on the compensation of Corteva's named executive officers. The third item on our agenda is a non-binding advisory vote on the frequency of Corteva's say-on-pay votes.

The final item on our agenda is the ratification of the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2026. With the conclusion of our final agenda item and our Q&A session closed, I now declare the polls for this meeting are closed. The report of the Inspector of Election provides that each of the director nominees listed in the company's proxy statement has been elected. The advisory vote on executive compensation has been approved. 1 year is the frequency approved for the advisory vote on say-on-pay frequency, and the ratification of PricewaterhouseCoopers as the company's independent public accounting firm for 2026 has been ratified. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. With the business for this meeting being complete, I declare the meeting formally adjourned. Thank you again for your participation.

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