PNC Financial Services : 2022_Annual Meeting_Presentation_Final_Website.pdf

Annual Meeting of Shareholders

April 27, 2022

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Agenda

•  Call Meeting to Order; William S. Demchak, Chairman, President and Chief Executive Officer

•  Welcome and Introductions; William S. Demchak

•  Corporate Secretary's Report; Alicia G. Powell, Corporate Secretary

•  Matters to be Acted Upon

  • 1. Election of 13 Nominated Directors

  • 2. Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2022

  • 3. Advisory vote to approve PNC's named executive officer compensation

  • 4. Shareholder proposal regarding a report on risk management and the nuclear weapons industry

•  Questions and Answers Related to the Proposals

•  Closing of the Polls

•  Preliminary Report of Judge of Election; Alicia G. Powell

•  Vote Declaration and Adjournment; William S. Demchak

•  Remarks of the Chairman, President and Chief Executive Officer; William S. Demchak

•  General Question and Answer Session

Qualified and Engaged Board of Director Nominees

Joseph Alvarado

Andrew T. Feldstein

Martin Pfinsgraff

Debra A. Cafaro

Richard J. Harshman

Bryan S. Salesky

Marjorie Rodgers Cheshire

Daniel R. Hesse

Linda R. Medler

Toni Townes-

William S. Demchak

Robert A. Niblock

Michael J.

Nominee Demographics

33%

of independent director nominees are women

25%

of independent director nominees are racially diverse

92%

of director nominees are independent

5 Years

average tenure of director nominees

• < 1 1 1

  1-5 6-10

• 1 1

  • 1 1

• 1 1

• 1 1

Whitley

Ward

PNC's Executive Leadership Team

William S. Demchak Chairman, President and Chief

Executive OfficerCarole L. Brown Head of Asset ManagementRichard K. Bynum Chief Corporate Responsibility

Officer

Kieran Fallon Chief Risk Officer

Deborah Guild Chief Security Officer

Vicki Henn

Chief Human Resources

OfficerGregory B. Jordan General Counsel and Chief

Administrative Officer

Stacy M. Juchno General Auditor

Ganesh Krishnan Enterprise Chief Information

Officer

Karen L. Larrimer	Michael P. Lyons	E William Parsley	Robert Q. Reilly
Head of Retail Banking and	Head of Corporate and	Chief Operating Officer	Chief Financial Officer
Chief Customer Officer	Institutional Banking

PNC Panel Participants

William S. Demchak	Gregory Jordan	Alicia Powell	Bryan Gill
Chairman, President and	General Counsel and	Corporate Secretary and	Director of
Chief Executive Officer	Chief Administrative Officer	Deputy General Counsel of	Investor Relations
Corporate Governance