CATERPILLAR INC.
(the “Company”)
CHARTER OF THE
SUSTAINABILITY AND OTHER PUBLIC POLICY COMMITTEE
OF THE BOARD OF DIRECTORS(adopted by the Board of Directors on February 7, 2023)

I.

PURPOSE AND GENERAL RESPONSIBILITIESThe Sustainability and other Public Policy Committee (the "Committee") is appointed
by the Board of Directors (the “Board”) of Caterpillar Inc. (the "Company") to assist theBoard in fulfilling its oversight responsibilities for matters relating to sustainability andother public policy matters. The Committee performs these functions by:providing general oversight of sustainability matters, including those related toenvironmental issues and climate change that are relevant to the Company’s
operations and performance; and

providing general oversight with respect to other public policy matters.

To perform these functions, the Committee shall have the authority to perform thespecific duties enumerated in this Charter and, upon the direction or approval of theBoard, to undertake 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 Charterand on any subject that it deems related to its responsibilities. All employees of theCompany shall cooperate as requested by the Chairman of the Committee. TheCommittee is empowered to retain and terminate such advisors and consultants as it
deems necessary to assist the Committee in fulfilling its responsibilities and shall havesole authority to approve 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 theCommittee that it deems appropriate.
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 from time
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 by theBoard. 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 anytime with or without cause.

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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 attendmeetings. 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 theCompany for retention with the records of the Company. Copies of such minutes shall bepresented 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.
A. Public Policy Matters
1. Public Relations

The Committee shall provide general oversight over investor, customer,
community and government relations.
2. Legislative and Regulatory Affairs
The Committee shall review key geopolitical risks and domestic andinternational legislation, regulation, trade and public debate affecting theCompany.
3. Political Activities and Charitable Contributions
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made by the Company, direct and indirect political spending and lobbying
activities and expenditures, and (ii) recommend to the full Board the aggregate
amount to be contributed by the Company to the Caterpillar Foundation forcharitable purposes.
4. Sustainability(i)

The Committee shall assist the Board in identifying, evaluating andmonitoring sustainability issues that affect the Company’s operations andperformance, including those related to environmental issues, climatechange, as well as provide oversight of public reporting of these matters andshall recommend to the Board policies, programs and strategies concerning
such issues.

(ii) The Committee shall review and monitor the development andimplementation of the goals established by the Company for its performancewith respect to its sustainability framework and initiatives, shall review andmonitor the development of metrics and procedures to gauge progress
towards achievement of those goals and shall monitor the Company’s
progress against those goals.
(iii) The Committee shall assist the Board in fulfilling its oversight responsibility
for the Company’s enterprise risk management program by reviewing andevaluating risks that may arise in connection with the sustainability and otherpublic policy aspects of the Company’s operations.
5. Social
The Committee shall provide general oversight over social issues, including thoserelated to human rights that affect the Company’s operations and performance.
6. Health and Safety
The Committee shall provide general oversight over health and safety
activities, including the Company’s initiatives to produce products andservices that support sustainable development of global resources.
B. Administrative Matters
1. Shareholder Proposals
The Committee shall review all shareholder proposals relating to public policy,
sustainability and human rights issues and make recommendations to the Board
regarding the Company’s response to such proposals.
2. Sustainability and other Public Policy Committee Charter
The Committee shall review this charter at least annually for adequacy andrecommend to the Board any necessary changes.

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3. 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.
4. Committee Evaluation
The Committee shall engage in a self-evaluation annually and report the resultsof that evaluation to the Board.

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