CATERPILLAR INC.
(the “Company”)
CHARTER OF THE
NOMINATING AND GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS(adopted by the Board of Directors on June 8, 2022)

I.

PURPOSE AND GENERAL RESPONSIBILITIESThe Nominating and Governance Committee (the "Committee") is appointed by theBoard of Directors of Caterpillar Inc. (the "Board") to assist the Board in fulfilling its
oversight responsibilities for matters relating to corporate governance. The Committee
performs these functions by:•making recommendations regarding the size and composition of the Board;•setting criteria for the selection of candidates to serve on the Board;•identifying and evaluating proposed candidates for election to the Board,consistent with criteria approved by the Board;•recommending to the Board director nominees for the next annual meeting ofshareholders;•

recommending to the Board candidates for election as officers of the Company;•developing and recommending to the Board a set of Guidelines on Corporate
Governance Issues and monitoring the implementation of those guidelines; and•leading the Board in its annual self -evaluation process.

To perform these functions, the Committee shall have the authority to perform the specificduties enumerated in this Charter and, upon the direction or approval of the Board, toundertake other activities on behalf of the Board. The Committee is authorized to request
reports on matters related to its authority, its duties as described in this Charter and on
any subject that it deems related to its responsibilities. All employees of the Company
shall cooperate as requested by the Chairman of the Committee. The Committee isempowered to retain and terminate such advisors and consultants as it deems necessaryto assist the Committee in fulfilling its responsibilities and shall have sole authority toapprove such advisor’s fees and other retention terms. The Committee shall recommend
to the Board any extensions or changes in the authority or duties of the Committee that it
deems appropriate.

Caterpillar: Confidential GreenII.

COMPOSITION
The Committee shall have a Chairman appointed by the Board of Directors. TheCommittee shall consist of that number of directors as the Board shall determine fromtime to time, which number shall not be less than two members in accordance with Article
III, Section 5 of the bylaws of the Company. Each member of the Committee shall be"independent" under the New York Stock Exchange listing standards, as determined bythe Board. The members of the Committee shall be appointed and replaced by the Board.
The Board may fill vacancies on the Committee and remove a member of the Committee
at any time with or without cause.

III.

MEETING ATTENDANCE AND MINUTESThe Committee shall meet at such times as the Chairman of the Committee shalldesignate, and notice of such meetings shall be given to Committee members, all inaccordance with the bylaws of the Company. Directors not on the Committee may attend
meetings. One-third of the Committee, but not less than two members, shall constitute aquorum for the transaction of business. Unless the Committee by resolution determines
otherwise, any action required or permitted to be taken by the Committee may be taken
without a meeting if all members of the Committee consent thereto in writing and thewriting or writings are filed with the minutes of the proceedings of the Committee. As
necessary or desirable, the Chairman of the Committee may require that any members ofmanagement and outside consultants be present at meetings of the Committee. Membersof the Committee may participate in a meeting through use of conference telephone orsimilar communications equipment, so long as all members participating in such meeting
can hear one another, and such participation shall constitute presence in person at suchmeeting.
The Committee shall report to the Board periodically or as required by the nature of its
duties on its activities and shall make such recommendations to the Board as theCommittee decides are appropriate. The Chairman of the Committee shall review andapprove the Committee minutes and they shall be filed with the Secretary of the Companyfor retention with the records of the Company. Copies of such minutes shall be presented
to each Board member.

IV.

RESPONSIBILITIES AND DUTIESThe following responsibilities are set forth as a non-exclusive guide for fulfilling thepurposes of the Committee. The Committee is authorized to carry out these activities andother actions reasonably related to the Committee’s purposes or assigned by the Board
from time to time. The Committee may form and delegate authority to subcommittees
when appropriate.

Caterpillar: Confidential GreenA. Corporate Governance Matters
1. Corporate Governance Guidelines
The Committee shall be responsible for the implementation and oversight ofthe Guidelines on Corporate Governance Issues adopted by the Board. TheCommittee shall annually review the guidelines and recommend changes to theBoard as appropriate.
2. Size and Composition of the Board
The Committee shall evaluate and make recommendations to the Board
regarding the size and composition of the Board, including whether the officesof Chairman and CEO should be held by the same person.
3. Selection of Directors
The Committee shall develop and recommend to the Board criteria for theselection of individuals to be considered as candidates for election to theBoard, and shall periodically review these criteria and recommend changes tothe Board as appropriate.
The Committee shall solicit and receive recommendations concerning possible
candidates for election to the Board, including self -nominations and third-party
nominations. The Committee shall identify, review, and evaluate thequalifications of all individuals identified as possible candidates for director
and recommend to the Board individuals for election as directors. This function
shall include, but not be limited to, making recommendations regarding:
1) individuals to fill vacancies occurring from time to time, including
vacancies resulting from an increase in the size of the Board; and2) the slates of directors proposed for election at the annual meetings ofshareholders.
The Committee shall establish a procedure for the consideration ofdirector candidates recommended by the Company’s shareholders.
The Committee shall have the sole authority to engage search firms toidentify director candidates.
4. Related Person Transactions
The Committee shall review related person transactions, as defined inapplicable Securities and Exchange Commission rules, and establish policies
and procedures for the review and/or approval of related person transactions.
5. Director Independence

Caterpillar: Confidential GreenThe Committee shall annually review the relationships between directors, theCompany and members of management and recommend to the Board whether
each director is independent pursuant to the Board’s definition ofindependence and the applicable rules and regulations of the New York Stock
Exchange and Securities and Exchange Commission.
6. Officer Nomination and Ratification
The Committee shall recommend candidates for such positions as Chairmanof the Board, Chief Executive Officer, Group President, Senior Vice
President, Chief Financial Officer, Secretary, Treasurer, and such otherofficers as the Company may from time to time deem appropriate. To fulfill
these responsibilities, the Committee may review such information as theCommittee shall deem appropriate.
7. Shareholder Proposals
The Committee shall review all shareholder proposals relating to governancerelated issues and make recommendations to the Board regarding theCompany’s response to such proposals.
8. Outside Board ServiceThe Committee shall review directorships in other public companies held by
or offered to directors and senior officers of the Company.
9. Director Resignations
The Committee shall assess the appropriateness of a director’s resignation
letter submitted in connection with (i) the termination of such director’s
primary occupation or significant change in such director’s business or
professional circumstances or (ii) a director who does not receive a greaternumber of votes “for” such director than votes “against” such director at an
uncontested election of directors, and recommend to the Board the action tobe taken with respect to any such letter of resignation.
10. Executive Security
The Committee shall provide oversight over the physical security provided to
the Company’s executive officers.
B. Administrative Matters
1. Governance Committee Charter
The Committee shall review this charter at least annually for adequacy andrecommend to the Board any necessary changes.

Caterpillar: Confidential Green2. Information Flow to the Board
The Committee shall review and assess the channels through which the Board
receives information, and the quality and timeliness of information received.
3. Annual Board and Committee Evaluations
The Committee shall engage in a self -evaluation annually. The Committee
shall also administer the annual self -evaluation process for the Board and its
committees. The Committee shall share the Board evaluation results with thefull Board and lead Board discussions and analysis thereof.

Caterpillar: Confidential Green