PNC Financial Services Group Inc/The

### Governance and Oversight

Like any federally chartered bank, PNC Bank is prohibited by law from making contributions to candidates and political parties in all federal and many state elections. Our policies reflect this prohibition.

All corporate political activities conducted by or on behalf of PNC are managed by our Government Affairs department, which reports to the General Counsel of PNC. Requests for contributions are evaluated and approved by Steering Committees composed of PNC officers. Prior to approval by a Steering Committee, contributions are also reviewed by the Corporate Ethics Office for compliance with applicable laws.

The Audit Committee of the Board of Directors reviews on an annual basis this update on political engagement, major lobbying priorities, expenditures made in support of ballot or levy issues and other organizations formed under Section 527 of the Internal Revenue Code and the activities of and total dues paid to our principal national trade associations if they exceed $25,000. The non-management members of our Board of Directors review the contributions of our political action committees.

##### (4.11.8) Describe the process your organization has in place to ensure that your external engagement activities are consistent with your environmental commitments and/or transition plan

_One way PNC ensures alignment between our direct and indirect activities and our efforts to influence policy can be found in our signatory governance process. Like_
_all large businesses, PNC is frequently asked to sign on to initiatives promoting a variety of responsible business causes, and we have implemented a thoughtful,_
_deliberate process to evaluate and decision these requests. The signatory governance process was designed to move the organization seamlessly from discussion to_
_decision to declaration to delivery. When evaluating opportunities for engagement, including those around climate change and other environmental issues, the drivers_
_we use to determine overall fit for PNC include: Alignment with PNC corporate values; material responsible banking issues and Corporate Responsibility goals; Ability_
_to work collaboratively and cross-functionally to coordinate a response; Ability to leverage our exiting non-profit and advocacy relationships; Opportunity to establish_
_new non-profit and advocacy relationships aligned with our values and goals; Capacity to coordinate, advocate for, and/or drive new programming to ensure_
_compliance and progress on the issues represented by the signatory opportunity. From a structural perspective, we leverage a DACI decision-making model to_
_evaluate opportunities: The Driver (D) of a signatory opportunity is typically either the Responsible Business Strategies team or subject matter expert within the bank._
_The Driver engages an appropriate group of cross-functional Contributors (C) to examine the issue and organization in question, engage in discussion around pros_
_and cons of PNC joining/lending its name to an initiative, and ensuring alignment with responsible banking and business strategies. After deliberation, the_
_Contributors present any recommendations for specific signatories to the Approver (A) – this is typically a member of our Executive Committee, and depending on the_
_issue, can be our CEO, General Counsel, Chief HR Officer, or other appropriate executive. Finally, the Driver ensures that anyone needing to be Informed (I) about_
_the decision to join initiatives receives a briefing._

One way PNC ensures alignment between our direct and indirect activities and our efforts to influence policy can be found in our signatory governance process. Like all large businesses, PNC is frequently asked to sign on to initiatives promoting a variety of environmental, social, governance causes, and we have implemented a thoughtful, deliberate process to evaluate and decision these requests. The signatory governance process was designed to move the organization seamlessly from discussion to decision to declaration to delivery. When evaluating opportunities for engagement, including those around climate change and other environmental issues, the drivers we use to determine overall fit for PNC include: Alignment with PNC corporate values, material environmental, social, governance issues and Corporate Responsibility goals Ability to work collaboratively and cross-functionally to coordinate a response Ability to leverage our exiting non-profit and advocacy relationships Opportunity to establish new non-profit and advocacy relationships aligned with our values and goals Capacity to coordinate, advocate for, and/or drive new programming to ensure compliance and progress on the issues represented by the signatory opportunity From a structural perspective, we leverage a DACI decision-making model to evaluate opportunities: The Driver (D) of a signatory opportunity is typically either the Responsible Business Strategies team or subject matter expert within the bank. The Driver engages an appropriate group of cross-functional Contributors (C) to examine the issue and organization in question, engage in discussion around pros and cons of PNC joining/lending its name to an initiative, and ensuring alignment with environmental, social, governance and business strategies. After deliberation, the Contributors present any recommendations for specific signatories to the Approver (A) – this is typically a member of our Executive Committee, and depending on the issue, can be our CEO, General Counsel, Chief HR Officer, or other appropriate executive. Finally, the Driver ensures that anyone needing to be Informed (I) about the decision to join initiatives receives a briefing.

The board of directors has ultimate oversight of PNC's strategy, including the risks and opportunities flowing from the environmental, social and governance (ESG) issues material to PNC's business. Given the highly integrated nature of environmental concerns, including significant climate change issues, the full board oversees such matters directly, informed by each board committee's oversight of the ESG matters within its purview, as set forth in its charter. For example, the Nominating & Governance Committee generally oversees governance matters, while social matters are generally overseen by the Human Resources Committee and the Special Committee on Equity & Inclusion. As another example, climate-related risks are within the purview of the Risk Committee and are an important component of the board's overall approach to environmental strategy, while the Audit Committee has responsibility for our climate-related disclosures, including those in our financial reports. The board reviews the Corporate Responsibility strategic plan annually, receives updates on ESG matters at least quarterly and provides guidance to management with respect to such matters. [...] At the management level, we recently established a new Climate Risk Committee to specifically oversee the integration of climate-related risks into the Enterprise Risk Management (ERM) framework. Key responsibilities include reviewing, recommending and/or approving ERM framework enhancements to integrate climaterelated risks; escalating climaterelated risks (including assumptions, limitations and uncertainties of results and known issues) from across the organization to assess an aggregated view of climate-related risk; and reviewing or recommending control processes and/or risk management practices for the development and implementation of sound and repeatable processes to comply with any SEC climate disclosure requirements once finalized. The Climate Risk Committee reports to the Enterprise Risk Management Committee (ERMC), which reports to the Executive Committee. The ESG Executive Steering Group will retain its responsibilities in setting and driving PNC's ESG strategy, goals and public disclosures, which includes our Climate Action Strategy. Both the ESG Executive Steering Group and the Climate Risk Committee maintain representation across multiple lines of business and service areas, from Internal Audit, Realty Services and ERM to Sustainable Finance, Credit Portfolio Management and the Diversified Industries Group. Finally, through the ESG team, the Corporate Responsibility Group is responsible for the development and execution of PNC's Climate Action Strategy.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]One way PNC ensures alignment between our direct and indirect activities and our efforts to influence policy can be found in our signatory governance process. Like all large businesses, PNC is frequently asked to sign on to initiatives promoting a variety of ESG causes, and we have implemented a thoughtful, deliberate process to evaluate and decision these requests.

The signatory governance process was designed to move the organization seamlessly from discussion to decision to declaration to delivery. When evaluating opportunities for engagement, including those around climate change and other environmental issues, the drivers we use to determine overall fit for PNC include:

Alignment with PNC corporate values, material ESG issues and Corporate Responsibility goals
Ability to work collaboratively and cross-functionally to coordinate a response
Ability to leverage our exiting non-profit and advocacy relationships
Opportunity to establish new non-profit and advocacy relationships aligned with our values and goals
Capacity to coordinate, advocate for, and/or drive new programming to ensure compliance and progress on the issues represented by the signatory opportunity

From a structural perspective, we leverage a DACI model to evaluate opportunities:

The Driver (D) of a signatory opportunity is typically either the ESG team or subject matter expert within the bank. The Driver engages an appropriate group of cross-functional Contributors (C) to examine the issue and organization in question, engage in discussion around pros and cons of PNC joining/lending its name to an initiative, and ensuring alignment with ESG and business strategies. After deliberation, the Contributors present any recommendations for specific signatories to the Approver (A) – this is typically a member of our Executive Committee, and depending on the issue, can be our CEO, General Counsel, Chief HR Officer, or other appropriate executive. Finally, the Driver ensures that anyone needing to be Informed (I) about the decision to join initiatives receives a briefing.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]One way PNC ensures alignment between our direct and indirect activities and our efforts to influence policy can be found in our signatory governance process. Like all large businesses, PNC is frequently asked to sign on to initiatives promoting a variety of environmental, social, governance causes, and we have implemented a thoughtful, deliberate process to evaluate and decision these requests.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]No, and we do not plan to have one in the next two years