Value Enhancement Committee Charter

Purpose of Committee

The purpose of the Value Enhancement Committee (the “Committee”) of the Board of Directors (the “Board”) of Pitney Bowes Inc. (the “Company”) is to assist the Board in: (a) conducting strategic reviews of the business of the Company; (b) performing oversight of strategic and/or value driving strategic initiatives (c) overseeing the financial condition of the Company, as it may be enhanced or strengthened through various strategic and value-driving initiatives; (d) reviewing major transactions relating to the Company, including mergers, acquisitions, and dispositions that have the potential to drive the strategic direction of the Company forward; and (f) review and oversee, or lead, as the Committee may see fit, any other matters, transactions, initiatives, or key policies or programs that the Board may delegate to the Committee.

Committee Structure and Operations

The Committee shall be composed of a minimum of three directors, with all members of the Committee to be independent, according to independence standards established by the Board, consistent with applicable statutes, regulations, and listing standards of The New York Stock Exchange. The Committee shall initially consist of four members. Each member of the Committee, and the Chair of the Committee, shall be appointed by the Board upon the recommendation of the Governance Committee of the Board and shall serve until he or she is replaced or removed by the Board or until such member resigns from the Committee.

As permitted by the Company’s Amended and Restated By-Laws, in the absence or disqualification of a member of the Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another independent Director to act as a member of the Committee at the meeting in place of any such absent or disqualified member; or, if a quorum is present, the Committee may elect to proceed with its membership in attendance at the meeting.

The Committee shall meet on a regularly scheduled basis as determined by the Committee and additionally as circumstances warrant, but not less frequently than quarterly, with additional meetings as deemed necessary or desirable by the Committee or the Committee Chair. A majority of the members of the Committee shall constitute a quorum for the transaction of business by the Committee and the act of a majority of the members of the Committee present at a meeting at which a quorum shall be present shall be the act of the Committee.

The Committee may request that any directors, officers or other employees of the Company, or any other person whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. Attendance by directors not appointed to the Committee shall be accepted or invited as determined by the Chair of the Committee and shall not be entitled to vote on any matter that comes before the Committee.

The Chair of the Committee shall preside at meetings of the Committee and shall report on activities of the Committee to the Board. The Chair shall have authority to convene Committee meetings, set agendas for Committee meetings and bring forward the information needed by the Committee on all matters before it; provided, however, that any member of the Committee may make a reasonable request for additional or different information they reasonably believe is necessary to support the consideration and/or determination of any matter submitted to the Committee. In the absence of the Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members to serve as chair of the meeting.

The Committee may adopt such other rules and regulations for calling and holding its meetings and for the transaction of business at such meetings as is necessary or desirable and not inconsistent with the provisions of the Company’s Bylaws or this Charter.

In addition to the foregoing, the Committee shall have authority to recommend to the Board that the Company hire such employees (other than Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer) as the Committee may determine are advisable to hire from time to time with such final hiring decisions to be made by the full Board; provided that the compensation arrangements for any executive officers hired pursuant to the foregoing authority shall have been authorized and approved by the Board’s Compensation Committee.

Committee Duties and Responsibilities 

The following are the duties and responsibilities of the Committee:

Strategic Matters

1. Review and evaluate the Company’s business and financial strategies, growth opportunities, expense structures and make recommendations to the Board in respect thereof including any changes or new initiatives advisable with respect to changed circumstances from original projections.

2. Review and evaluate, at least quarterly, the Company’s performance relative to its business and financial strategies and growth opportunities and work with the Chief Executive Officer and the Chief Financial Officer to address any shortfalls or risks therein.

3. Review and recommend to the Board changes to the parameters of, and assumptions underlying, the Company’s annual operating and capital plans and budgets as they relate to strategic transactions, priorities or matters under consideration by the Committee.

4. Review the Company’s cash flow and financial plans, including the operating and capital budgets and financing requirements in order to provide recommendations to the full board on any potential strategic or value-driving initiatives that may enhance the financial position or operating condition of the company.

5. Review strategic initiatives, priorities and optimization of PBI Financial Services and Pitney Bowes Bank and related matters.

6. Monitor and advise on the long-term investments of surplus funds and make a recommendation to the full Board regarding a policy for same and individual transactions, where appropriate.

7.  Monitor capital asset expenditures and new product development programs that are greater than $10 million. Review and provide a recommendation to the Board concerning all capital expenditures that are greater than $15 million.

8. Review and recommend to the Board the establishment by the Company of direct operations in new countries in accordance with guidelines set by the Board.

9. If requested by the Audit Committee, review and recommend to the Board changes to the Company’s capital structure and capital allocation priorities, including with respect to investments, capital markets activities, share repurchases, leverage and liquidity levels and dividends.

Business Combinations and Strategic Transactions

10. Review and recommend to the Board strategic acquisitions, divestitures, partnerships and business combinations.

11. Review management’s proposals and make recommendations concerning acquisitions or dispositions and other key strategic transactions outside the ordinary course of the Company’s business (“Corporate Strategic Transactions”).

12. Assist the Board with the evaluation of bona fide proposals from unaffiliated third parties that could reasonably be expected to result in Corporate Strategic Transactions.

13. Review management’s proposals and make recommendations to the Board on dividend actions solely with respect to strategic transactions or matters. 

14. Advise management on material transactions that have the potential to give rise to the exposure, purchase or sale of foreign currencies, such as foreign investments.

15. Monitor the Company’s current and projected financial condition, financial policies and financing plans as it relates to any strategic transaction, priority or matter under consideration by the committee.

Financing Matters

16. Review and provide a recommendation to the Board concerning the approval of any financing transaction involving the issuance of equity, or debt instruments which are convertible to equity, by Pitney Bowes Inc. 

17.  Monitor the actions of management’s Investment Committee, whose responsibilities include the review and approval of all transactions (a) involving the extension of credit and financing programs and (b) which require unique or special financial disclosure.  Approval by the Committee is needed for any transaction involving a gain, loss or commitment greater than $50 million.

18. Review and provide a recommendation to the Board concerning the approval of the following transactions when the amount of the expenditure or disposition exceeds $50 million: (a) capital commitments, major capital asset expenditures, capital purchases, leases and asset transfers (other than intercompany transactions), (b) facility leases, (c) new product development programs, and (d) investments in and acquisitions or divestures of subsidiaries.

Personnel and Compensation & pension Plan Matters

19. Review and recommend to the Board changes to the employment status of the Company’s executive officers or other employees insofar as such persons are involved with— and the Committee’s purview of responsibilities relate to— the responsibilities of such persons; and, to the extent appropriate, make recommendations regarding any successors to such persons.

20. Review and recommend to the Board in conjunction with the Board’s Compensation Committee, the performance of management and the metrics through which the Company aligns executive compensation with individual, departmental and corporate performance as it relates to any strategic transaction, priority, or matter under consideration by the Committee.

21. Review management proposals and provide a recommendation to the Board concerning the approval of (a) any adoption or termination of Company retirement plans and post-retirement benefit plans which have, or are projected in the near term to have, assets or benefit liabilities in excess of $50 million (“Plans”) and (b) amendments to any Plans that would increase or decrease such Plan’s cost, liabilities or benefits by an amount exceeding $50 million. 

22. Review and report periodically to the Board on the financial operations and performance for all Plans.

23. Review and approve the asset allocation strategy for the Plans related to U.S. operations.

24. Monitor the actions of management’s Trust Investment Committee, whose fiduciary responsibilities with respect to all Plans include (a) development of investment policies, (b) design and implementation of investment programs, (c) establishment of fund investment objectives and monitoring the performance of investment managers and (d) appointment and removal of investment management managers, consultants, actuaries, custodians, trustees and other major vendors.

25. Monitor the financial impact of actions by management’s Employee Benefits Committee, whose responsibilities include (a) administering the Plans, including the review and resolution of participant claims and disputes, (b) the exercise of discretionary authority to interpret Plan provisions, (c) the resolution of ambiguities, inconsistencies or omissions in the Plans, (d) retention of a financial advisory firm, (e) administrative and recordkeeping services and (f) the adoption of certain Plan amendments.

Enterprise Risk Review

The Committee shall oversee the mitigation by the Company of such Enterprise Risks as may be assigned to the Committee by the Governance Committee of the Board of Directors from among the Enterprise Risks identified by the Company’s Risk Steering Committee and reported as an Enterprise Risk to the Audit Committee of the Board of Directors.

Committee Reports

The Committee shall produce the following reports and provide them to the Board:

1. An annual performance evaluation of the Committee. The performance evaluation may also identify for implementation any improvements to this charter deemed necessary or desirable by the Committee.  The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate.  The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make this report.

2. A summary of the actions taken at each Committee meeting, which shall be presented by the Committee Chair at the next Board meeting.

Resources and Authority of the Committee

Any member of the Committee may make reasonable requests for information, records, documents and analyses (including any requests for members of the management of the Company to be present in the Committee’s meetings) that are reasonably related to the Committee’s purpose to assist it in the performance of its duties. Such requests shall be made in writing, and directed to and coordinated with the Chair of the Committee.  Thereafter, the Chair of the Committee shall coordinate any such requests with the CEO or the CFO (or either of their respective designees selected for such purposes), who shall provide any such information, records, documents and analyses as promptly as reasonably practicable and to all members of the Committee at the same time.

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities.  The Committee shall have the authority to engage legal, accounting and other advisers, as it determines necessary to carry out its duties. The Committee shall have sole authority to approve related fees and retention terms related to its duties. The Committee shall receive appropriate funding from the Company for payment of compensation to any advisers retained by the Committee as well as the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. For the avoidance of doubt, reference to “accounting” in the second sentence of this paragraph is not intended to cover the engagement of the Company’s independent auditor, and nothing in this Charter shall be construed to limit the Audit Committee’s authority over the appointment, scope of services, compensation and retention (or termination) of the Company’s independent auditor. 

Annual Review; Reliance Committee

The Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend any proposed changes to the Board for approval. In addition, the Committee shall review and evaluate, at least annually, the Committee's own performance, including its effectiveness and compliance with this Charter.

In performing their duties and responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

1. One or more officers or employees of the Company whom the Committee members reasonably believe to be reliable and competent in the matters prepared or presented;

2. Counsel, independent auditors or other persons as to matters which the Committee members reasonably believe to be within the professional or expert competence of such persons; and

3. Another committee of the Board as to matters within such other committee’s delegated authority, which committee the Committee members reasonably believe to merit confidence.

May 2024