PROXY PAPERWELLS FARGO & COMPANY

NYSE: WFC

ISIN: US9497461015

MEETING DATE: 25 APRIL 2017

RECORD DATE: 01 MARCH 2017

PUBLISH DATE: 03 APRIL 2017

COMPANY DESCRIPTION

Wells Fargo & Company provides retail, commercial,and corporate banking services to individuals,businesses, and institutions.

INDEX MEMBERSHIP: S&P 500; FTSE4GOOD GLOBAL INDEX;RUSSELL 3000; S&P 100; RUSSELL 1000

SECTOR: FINANCIALS

INDUSTRY: BANKS

COUNTRY OF TRADE: UNITED STATES

COUNTRY OF INCORPORATION: UNITED STATES

HEADQUARTERS: CALIFORNIA

VOTING IMPEDIMENT: NONE

DISCLOSURES:REFER TO APPENDIX REGARDINGCONFLICTS OF INTEREST, ENGAGEMENTAND EXPLANATION FOR REPUBLICATION

OWNERSHIP COMPANY PROFILE ESG PROFILE COMPENSATION PEER COMPARISON VOTE RESULTS

APPENDIX

2017 ANNUAL MEETING PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS

1.00 Election of Directors FOR SPLIT

1.01 Elect John D. Baker II FOR AGAINST Other unique issue

1.02 Elect John S. Chen FOR AGAINST Overboarded

1.03 Elect Lloyd H. Dean FOR AGAINST Other unique issue

1.04 Elect Elizabeth A. Duke FOR FOR

1.05 Elect Enrique Hernandez, Jr. FOR AGAINST Other unique issue

1.06 Elect Donald M. James FOR FOR

1.07 Elect Cynthia H. Milligan FOR AGAINST Other unique issue

1.08 Elect Karen B. Peetz FOR FOR

1.09 Elect Federico F. Peña FOR FOR

1.10 Elect James H. Quigley FOR FOR

1.11 Elect Stephen W. Sanger FOR FOR

1.12 Elect Ronald L. Sargent FOR FOR

1.13 Elect Timothy J. Sloan FOR FOR

1.14 Elect Susan Swenson FOR AGAINST Overboarded

1.15 Elect Suzanne M. Vautrinot FOR FOR

2.00 Advisory Vote on Executive Compensation FOR FOR

3.00 Frequency of Advisory Vote on Executive Compensation 1 YEAR 1 YEAR

4.00 Ratification of Auditor FOR FOR

5.00 Shareholder Proposal Regarding Retail Banking SalesPractices Report

AGAINST AGAINST

6.00 Shareholder Proposal Regarding Cumulative Voting AGAINST AGAINST

7.00 Shareholder Proposal Regarding Study Session toAddress Divestiture of Non-Core Banking Assets

AGAINST AGAINST

8.00 Shareholder Proposal Regarding Gender Pay EquityReport

AGAINST FORIncreased disclosure would allowshareholders to fully understand thesteps the Company is taking to ensureequitable compensation

9.00 Shareholder Proposal Regarding Lobbying Report AGAINST AGAINST

10.00 Shareholder Proposal Regarding Indigenous Peoples'Rights Policy AGAINST AGAINST

WFC April 25, 2017 Annual Meeting 2 Glass, Lewis & Co., LLC

SHARE OWNERSHIP PROFILE

SHARE BREAKDOWN

1

SHARE CLASS Common Stock

SHARES OUTSTANDING 5,003.4 M

VOTES PER SHARE 1

INSIDE OWNERSHIP 0.20%

STRATEGIC OWNERS** 10.30%

FREE FLOAT 89.70%

SOURCE CAPITAL IQ AND GLASS LEWIS. AS OF 22-MAR-2017

TOP 20 SHAREHOLDERS HOLDER OWNED* COUNTRY INVESTOR TYPE

1. Berkshire Hathaway Inc. 10.08% United States Public Company 2. The Vanguard Group, Inc. 6.01% United States Traditional Investment Manager 3. BlackRock, Inc. 5.46% United States Traditional Investment Manager 4. State Street Global Advisors, Inc. 4.23% United States Traditional Investment Manager 5. FMR LLC 2.64% United States Traditional Investment Manager 6. Capital Research and Management Company 2.52% United States Traditional Investment Manager 7. Wellington Management Group LLP 2.01% United States Traditional Investment Manager 8. Dodge & Cox 1.43% United States Traditional Investment Manager 9. J.P. Morgan Asset Management, Inc. 1.26% United States Traditional Investment Manager 10. Northern Trust Global Investments 1.18% United States Traditional Investment Manager 11. T. Rowe Price Group, Inc. 1.15% United States Traditional Investment Manager 12. State Farm Insurance Companies, Asset Management Arm 1.10% United States Traditional Investment Manager 13. Norges Bank Investment Management 1.02% Norway Government Pension Plan Sponsor 14. Massachusetts Financial Services Company 0.96% United States Traditional Investment Manager 15. BNY Mellon Asset Management 0.91% United States Traditional Investment Manager 16. Franklin Resources, Inc. 0.83% United States Traditional Investment Manager 17. Geode Capital Management, LLC 0.83% United States Traditional Investment Manager

18. Teachers Insurance and Annuity Association of America - College RetirementEquities Fund 0.81% United States Traditional Investment Manager

19. Barrow, Hanley, Mewhinney & Strauss, Inc. 0.71% United States Traditional Investment Manager 20. Bank of America Corporation, Asset Management Arm 0.57% United States Traditional Investment Manager

*COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ. AS OF 22-MAR-2017 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION,ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%.

SHAREHOLDER RIGHTS MARKET THRESHOLD COMPANY THRESHOLD1

VOTING POWER REQUIRED TO CALL A SPECIAL MEETING N/A 25.0% VOTING POWER REQUIRED TO ADD AGENDA ITEM 1.0%2 1.0%2 VOTING POWER REQUIRED FOR WRITTEN CONSENT N/A 50.0%

1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER RIGHT.2SHAREHOLDERS MUST OWN THE CORRESPONDING PERCENTAGE OR SHARES WITH MARKET VALUE OF AT LEAST $2,000 FOR AT LEAST ONE YEAR.

WFC April 25, 2017 Annual Meeting 3 Glass, Lewis & Co., LLC

COMPANY PROFILE

FINANCIALS

1 YR TSR 3 YR TSR AVG. 5 YR TSR AVG.

WFC 4.6% 9.8% 18.2%S&P 500 12.0% 8.9% 14.7%PEERS* 25.9% 13.2% 19.6%

MARKET CAPITALIZATION (MM USD) 276,779 ENTERPRISE VALUE (MM USD) 598,787 REVENUES (MM USD) 84,541

ANNUALIZED SHAREHOLDER RETURNS. *PEERS ARE BASED ON THE INDUSTRY SEGMENTATION OF THE GLOBAL INDUSTRIAL CLASSIFICATION SYSTEM(GICS). FIGURES AS OF 31-DEC-2016. SOURCE: CAPITAL IQ

EXECUTIVECOMPENSATION

CHANGE IN CEO PAY* 1 YR 3 YR 5 YR

-33% -33% -34% *SOURCE: EQUILAR.

SAY ON PAY FREQUENCY 1 Year P4P 2016 C GLASS LEWIS STRUCTURE RATING Fair GLASS LEWIS DISCLOSURE RATING Fair SINGLE TRIGGER CIC VESTING No EXCISE TAX GROSS-UPS No CLAWBACK PROVISION Yes OVERHANG OF INCENTIVE PLANS 5.35%

BOARD &MANAGEMENT

ELECTION METHOD Majority w/ ResignationPolicy

CEO STARTDATE October 2016

STAGGERED BOARD No AVERAGE NEDTENURE 8 years

COMBINED CHAIR/CEO No

ANTI-TAKEOVERMEASURES

POISON PILL No APPROVED BY SHAREHOLDERS/EXPIRATION DATE N/A; N/A

AUDITORSAUDITOR: KPMG TENURE: 86 YEARS MATERIAL WEAKNESS(ES) IDENTIFIED IN PAST 12 MONTHS No RESTATEMENT(S) IN PAST 12 MONTHS No

CURRENT AS OF APR 03, 2017

WFC April 25, 2017 Annual Meeting 4 Glass, Lewis & Co., LLC

ENVIRONMENTAL, SOCIAL & GOVERNANCE PROFILE

OVERALL ESG SCOREAverage Performer

Comparative Industry: Banks

Board oversight for ESG Issues: Yes

All data and ratings provided by:

Last Update: April 03, 2017

ANALYST COMMENTARY"Wells Fargo (WF) is one of the largest US-based banks with total assets of USD 1.93 trillion. It is almost exclusively a retail bank, with wholesale andcommunity banking revenues accounting for 94% of net income of USD 21.9 billion in FY2016. The bank’s wealth, brokerage and retirement segmentaccounted for the remainder. The bank is a leader in a number of lending markets, including auto and student loans. The bank averages six productsper family, representing a high product cross-selling rate. The company’s large size, retail focus, many product offerings, and operations in the USexpose it to very high regulatory oversight. Regulatory risk is high for the financials sector overall, especially for issues related to Business Ethics andProduct Governance, and it is especially high in the US. Related fines have reached billions of dollars for individual firms, and infractions can, inextreme cases, result in criminal charges. ESG integration also presents a growing area of reputational risk for the company, as it is a large globallender. NGOs and media continue to regularly cite banks, including WF, for financing controversial industries and products. Therefore, BusinessEthics, ESG Integration and Product Governance are the bank’s key ESG issues. Its management of Business Ethics is poor considering it isimplicated in a highly sensitive scandal involving opening up to two million retail customer accounts without their knowledge or authorization, as aresult of high product cross-selling targets. While some reactive mitigating steps have been taken in the ensuing public outcry, it will take time to fullyaddress business ethics cultural issues, and disclosure on policies and programmes still needs to be improved. ESG Integration, particularly in WF’slending standards, is also of concern. It has been singled out for its co-lead role in financing the Dakota Access Pipeline, and this raises questionsabout the strength and extent of disclosure of existing lending standards. For Product Governance, the bank continues to resolve legacy mortgageissues. It has proactively managed both its pay-lending exposure and subprime auto loan exposure, however a March 2017 downgrade by the OCC oncommunity lending standards to ""needs to improve"" reflects that more work needs to be done. Overall, Wells Fargo’s management of ESG issues isstill insufficient considering the intense scrutiny it is under for various controversies, leading us to a negative view. "

ESG RISK PROFILEThe graph below compares the Company's ESG performance to its involvement in controversies inorder to provide an assessment of the Company's ESG risk profile.

Laggard

Underperformer

Average Performer

Outperformer

Leader

None Low Moderate Significant High Severe

HIGHEST CONTROVERSY LEVEL

OVERALL ESG PERFORMANCEThe graph below indicates the percentage of companies in thecomparative industry that fall within each ESG performancecategory.

50% 0% 100%

Leader

Outperformer

Average Performer

Underperformer

Laggard

COMPARATIVE INDUSTRY

ESG PILLAR PERFORMANCEFor each pillar, the graph below indicates the percentage of companies in the comparative industrythat fall within each ESG performance category. The governance pillar shown below is measured bySustainalytics based on the Company's governance of sustainability issues.

ENVIRONMENT SOCIAL GOVERNANCE

50% 0% 100%

Leader

Outperformer

Average Performer

Underperformer

Laggard

50% 0% 100% 50% 0% 100%

Rows and categories shown in dark blue or bold represent the Company's category for the relevant assessment.

HIGHEST CONTROVERSY LEVELThe graph below indicates the percentage of companies in thecomparative industry that fall within each controversy level.

50% 0% 100%

None

Low

Moderate

Significant

High

Severe

COMPARATIVE INDUSTRY

WFC April 25, 2017 Annual Meeting 5 Glass, Lewis & Co., LLC

NOTEWORTHY CONTROVERSIES

SEVERESevere controversies are the most serious controversy level. They have the greatest negative impact on stakeholders and generate the greatest risk to a company'sfinancial performance. Such controversies are highly exceptional. They indicate egregious practices and generally reflect a pattern of gross negligence, with theCompany refusing to address the issue and/or concealing its involvement.

Business Ethics Incidents: Business Ethics

HIGHHigh-impact controversies are those that have major negative sustainability impacts and typically generate significant business risk to the Company. Such controversiesare generally exceptions within an industry. They typically involve a pattern of negative events or impacts and indicate a lack of company preparedness to properlymanage key sustainability issues.

No high controversies

SIGNIFICANTSignificant controversies have notable negative sustainability impacts and may generate business risk to the Company. Such controversies may be isolated or they maysuggest a pattern, but they are generally not exceptional within an industry. However, they raise questions about whether a company's management systems are beingimplemented effectively and are able to address the issue in a satisfactory manner.

Product & Service Incidents: Environmental Impact of Products

Employee Incidents: Labour Relations

Customer Incidents: Quality and Safety

Society & Community Incidents: Social Impact of Products

NO PRODUCT INVOLVEMENT

DISCLAIMERCopyright ©2017 Sustainalytics. All rights reserved.The intellectual property rights to the environmental, social and governance ("ESG") profile and the information contained in the ESG profile are vestedexclusively in Sustainalytics and/or its suppliers. Sustainalytics' role is limited to providing research and analysis in order to facilitate well-informeddecision-making. Sustainalytics makes no representation or warranty, express or implied, regarding the advisability to invest in or include companies ininvestable universes and/or portfolios. The information on which the ESG profile is based has - fully or partially - been derived from third parties and istherefore subject to continuous modification.Sustainalytics observes the greatest possible care in using information but cannot guarantee that information contained herein is accurate and/orcomplete and no rights can be derived from it. The information is provided "as is" and, therefore Sustainalytics assumes no responsibility for errors oromissions. Sustainalytics and/or its suppliers accept no liability for damage arising from the use of the ESG profile or this Proxy Advisory Paper orinformation contained herein in any manner whatsoever.Please refer to the FAQ for further details about this page. All data and ratings provided by:

WFC April 25, 2017 Annual Meeting 6 Glass, Lewis & Co., LLC

PAY-FOR-PERFORMANCE

Wells Fargo & Company's executive compensation received a C grade in our proprietary pay-for-performance model. The Company paid about the same compensation toits named executive officers as the median compensation for a group of companies selected using Equilar's market based peer algorithm.The CEO was paid significantlyless than the median CEO compensation of these peer companies. Overall, the Company paid less than its peers, but performed moderately worse than its peers. (Note:The calculated CEO compensation includes portions paid to multiple individuals who served as CEO during the most recent fiscal year.)

HISTORICAL COMPENSATION GRADE FY 2016: C

FY 2015: C

FY 2014: C

FY 2016 CEO COMPENSATION SALARY: $2,586,042

GDFV EQUITY: $ 0

NEIP/OTHER: $87,751

TOTAL: $2,673,794

FY 2016 PAY-FOR-PERFORMANCE GRADE 3-YEAR WEIGHTED AVERAGE COMPENSATION

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY

EQUILAR WFCCitigroup Inc.* Bank of America* U.S. Bancorp* Morgan Stanley* The PNC Financial Services Group, Inc.* The Goldman Sachs Group, Inc.* American Express* The Bank of New York Mellon Corporation* JPMorgan Chase & Co.* State Street Corporation* Capital One Prudential Financial, Inc. MetLife, Inc. American International Group, Inc. Visa Inc.

*ALSO DISCLOSED BY WFC

SHAREHOLDER WEALTH AND BUSINESS PERFORMANCE

Analysis for the year ended 12/31/2016. Performance measures, except ROA and ROE, are based on the weighted average of annualized 1, 2, and 3 year data.Compensation figures are weighted average 3-year data calculated by Glass Lewis based on information disclosed by the Company and its peers in their proxy filings. ForCanadian peers, equity awards are normalized using the grant date exchange rate and cash compensation data is normalized using the fiscal year average exchange rate.

Equilar peers are updated in January and July. Peer data is based on public information, as well as information provided to Equilar during its open submission periods. The“Peers Disclosed by Company” data is based on public information only. Glass Lewis may exclude certain peers from the Pay for Performance analysis based on factors suchas trading status and/or data availability. For details of exclusion criteria, go to: www.glasslewis.com. For more information about Equilar peer groups, go to: www.equilar.com

WFC April 25, 2017 Annual Meeting 7 Glass, Lewis & Co., LLC

1.00: ELECTION OF DIRECTORS SPLIT

PROPOSAL REQUEST: Election of fifteen directors ELECTION METHOD: Majority w/ Resignation Policy

RECOMMENDATIONS & CONCERNS:

AGAINST: J. Baker II (Other unique issue) ; J. Chen (Serves on too many boards) ; L. Dean (Other unique issue) ; E. Hernandez, Jr. (Other unique issue) ; C.Milligan (Other unique issue) ; S. Swenson (Serves on too many boards)

FOR: E. Duke ; D. James ; K. Peetz ; F. Peña ; J. Quigley ; S. Sanger ; R. Sargent ; T. Sloan ; S. Vautrinot

UPDATE: RESULTS OF BOARD INVESTIGATIONOn April 10, 2017, the board released the results of its months-long investigation into the Company's sales practices in a110-page document. The report, which was headed by a special committee of independent directors with the help ofindependent counsel Shearman and Sterling LLP, covers the results of 100 interviews and a search of roughly 35 milliondocuments.

As discussed in more detail below, our initial recommendations were based on the overall failure of the board to preventthe sales practices scandal. While we continue to have a positive view of the board's level of responsiveness, ourconcerns with the overall performance of the board remain. As such, our recommendations have not changed as a resultof the release of this report. We have left our original analysis, published on April 3, below this section under the heading"Glass Lewis Analysis".

SUMMARY

The report largely absolves the board of much blame for the scandal, but does offer what we view as a frank and thoroughassessment of failures across the Company to address the root cause of the sales practices, which it identifies as "thedistortion of the Community Bank's sales culture and performance management system, which, when combined withaggressive sales management, created pressure on employees to sell unwanted or unneeded products to customers and,in some cases, to open unauthorized accounts." Further, the report finds that the Company's decentralized corporatestructure "gave too much autonomy to the Community Bank's senior leadership, who were unwilling to change the salesmodel or even recognize it as the root cause of the problem."

Two executives already singled out by the Company for large compensation decreases—former CEO, John Stumpf, andformer head of the Company's Community Bank, Carrie Tolstedt—are the most frequent targets of the report's criticism,with Ms. Tolstedt receiving the most blame for failing to recognize the problem or allow proper escalation of red flagswithin the Community Bank. Mr. Stumpf, the report states, was "too late and too slow" to challenge Ms. Tolstedt and callfor changes to the Community Bank's sales model. Tim Sloan, the Company's new CEO, was not involved in themanagement of the Community Bank until his promotion to President and COO in late 2015; the board notes that Mr.Sloan decided Ms. Tolstedt "should not continue to lead the Community Bank" in mid-2016.

In conjunction with its release of the report, the Company disclosed that on April 7, 2017, the compensation committeedetermined that cause existed for terminating Tolstedt's employment, with resulting forfeiture of outstanding stock optionswith a current value of approximately $47.3 million. The committee also determined that the Company will claw backapproximately $28 million of Mr. Stumpf's incentive compensation paid in March 2016 under an equity grant made in 2013.

The report also outlines a number of the remedial actions taken across the Company in response to the crisis, includingthe centralization of its risk reporting and the abolishment of sales goals in the Community Bank. During 2016, theCompany's corporate risk group realigned 4,100 risk employees from their respective business units to the central riskorganization, with an additional 1,100 to be realigned in 2017.

The report also largely dismisses claims of retaliation on whistleblowers inside the Community Bank. A discussion of thisreview, which covered ten potential case files related to sales practices, is included as a footnote to page 87 of the report.

WFC April 25, 2017 Annual Meeting 8 Glass, Lewis & Co., LLC

THE BOARD'S ROLE

Of particular interest in our review of the report is an understanding of how much the board knew about the attendant risksof the Company's sales culture, and what actions it took, if any, to head off the controversy (summarized on pages 15 to18 and detailed on pages 97 to 110 of the report). In this regard, perhaps the most shocking revelation of the report is thatthe board was not aware of the scope of employee firings until the September 2016 settlements with the CFPB and otherregulators.

The report highlights three areas where the board believes it could have performed better:

The Company should have moved toward the centralization of the risk function earlier than it did;Management's reports on the sales practice abuses "generally lacked detail" and the risk committee and boardshould have insisted on more detailed and concrete action plans; andIn light of its dissatisfaction with Ms. Tolstedt's leadership by October 2015, the board should have been moreforceful in pushing Mr. Stumpf to change leadership.

The report on multiple occasions blames Ms. Tolstedt for failing to provide the board with accurate information; forexample, the report states that board members "believe they were misinformed by a presentation made to the RiskCommittee in May 2015—which disclosed that 230 employees had been terminated in the Community Bank but did notprovide aggregate Community Bank-wide termination figures that the Risk Committee had expressly requested and whichwere far higher."

The report also states that risk committee chairman Enrique Hernandez had spoken to chief risk officer Michael Loughlinregarding the Company's sales practices following the release of a Los Angeles Times article in December 2013 (roughlyaround the time that unethical sales practices were peaking in the Community Bank), and that the article prompted Mr.Loughlin to elevate the Company's sales practices as "high risk" and an item to be reported to the board for the first timein 2014.

Ms. Tolstedt was unable to appear as requested for an April 2014 meeting to address sales practices, and Mr. Loughlinwrote that "the risk committee will want to hear from Carrie her view on: does the pressure of cross sell goals cause badbehavior? That is what Rick [Hernandez] asked" (p.68).

Over the following months, Mr. Loughlin and other employees determined that the problems regarding the Company'ssales culture in the Community Bank were being addressed; by the end of 2014 Mr. Loughlin stated that "appropriateactions" had been taken. However, the report states that the board continued to question management on the Company'ssales practices, and after the Los Angeles City Attorney filed its lawsuit, a May 2015 board presentation was poorlyreceived by directors. The committee members "left with the understanding that sales integrity terminations were in therange of 200-300 and were largely localized in Southern California." However, the actual numbers for 2013 and 2014 were1,229 and 1,293.

By late 2015, sales practices were a consistent topic at board meetings, with management reporting on its "intensifiedefforts" in the area and engaging outside consultants.

GLASS LEWIS' VIEW

Overall, we are largely supportive of the conclusions in the board's report, along with the actions being taken to improvethe Company's risk oversight and the incentive compensation programs inside the Company's Community Bank. Thatsaid, we are concerned that the report's timeline regarding board intervention begins essentially in late 2013, when theegregious sales practices were the subject of a news article. The risk committee intermittently pressed for betterinformation from management in the following years, but the board meeting that appears to upset directors most occurredin May of 2015 after the filing of the Los Angeles City Attorney's lawsuit.

While board members may have a right to feel aggrieved that Ms. Tolstedt and other Community Bank employees failed togive them an accurate picture of the mass-firings occurring across the Company's retail operation for a number of years,we believe that at that point the damage had already been done: the report details questionable activities inside theCommunity Bank that went on for roughly a decade without proper escalation. In our view, shareholders can give credit tothe board for its actions since the scandal erupted, but should not avoid placing blame on the board for its failings inimplementing an oversight structure that could have identified or prevented these actions before they inflicted significantreputational harm on the Company. That the board was not briefed on sales culture concerns until 2014 and wanted Ms.Tolstedt fired by the end of 2015 are not, in our opinion, the pillars of a particularly strong defense.

Our analysis, originally published on April 3, is largely unchanged and can be found below.

WFC April 25, 2017 Annual Meeting 9 Glass, Lewis & Co., LLC

BOARD OF DIRECTORS

UP NAME AGE GENDER GLASS LEWISCLASSIFICATION

COMPANYCLASSIFICATION

OWNERSHIP** COMMITTEES TERMSTART

TERMEND

YEARSON

BOARDAUDIT COMP GOV NOM RISK

Timothy J. Sloan* ·CEO 56 M Insider 1 Not

Independent Yes 2016 2017 1

John D. Baker II* 68 M Independent Independent Yes 2009 2017 8

John S. Chen* 61 M Independent 2 Independent Yes 2006 2017 11

Lloyd H. Dean 66 M Independent 3 Independent Yes C 2005 2017 12

Elizabeth A. Duke 64 F Independent 4 Independent Yes 2015 2017 2

Enrique Hernandez,Jr. 61 M Independent 5 Independent Yes C 2003 2017 14

Donald M. James 68 M Independent Independent Yes 2009 2017 8

Cynthia H. Milligan 70 F Independent 6 Independent Yes 1992 2017 25

Karen B. Peetz 61 F Independent Independent Yes 2017 2017 0

Federico F. Peña 70 M Independent Independent Yes 2011 2017 6

James H. Quigley 65 M Independent Independent Yes C 2013 2017 4

Stephen W. Sanger ·Chair 70 M Independent 7 Independent Yes C C 2003 2017 14

Ronald L. Sargent 61 M Independent Independent Yes 2017 2017 0

Susan Swenson* 68 F Independent Independent Yes 1998 2017 19

Suzanne M. Vautrinot 57 F Independent Independent Yes 2015 2017 2

C = Chair, * = Public Company Executive, = Withhold or Against Recommendation

President and CEO. 1.Executive chair and CEO of BlackBerry Limited, from which the Company purchased goods and services in fiscal year 2016 with a valueamounting to less than 1% of the consolidated gross revenues of the Company or of Blackberry.

2.

President and CEO of Dignity Health, a tax exempt organization to which the Company made contributions in an amount less than $175,000(constituting less than 0.002% of Dignity Health's 2016 consolidated gross revenues) in fiscal year 2016.

3.

Vice chair. 4.Chair, president, CEO and majority owner of Inter-Con Security Systems, Inc., which received approximately $1.33 million (constituting lessthan 1% of Inter-Con's 2016 consolidated gross revenues) for providing guard services to the Company in fiscal year 2016.

5.

Brother was formerly employed by the Company as a wealth management advisor (until November 2015). 6.Chair. 7.

**Percentages displayed for ownership above 5%, when available

NAME ATTENDED ATLEAST 75% OFMEETINGS

PUBLICCOMPANYEXECUTIVE

ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS

Timothy J. Sloan N/A Yes None

John D. Baker II Yes Yes (1) FRP Holdings Inc

John S. Chen Yes Yes (2) Walt Disney Co.; BlackBerry Limited

Lloyd H. Dean Yes No (1) McDonald's Corporation

Elizabeth A. Duke Yes No None

Enrique Hernandez, Jr. Yes No (2) McDonald's Corporation; Chevron Corporation

Donald M. James Yes No (1) Southern Company

Cynthia H. Milligan Yes No (1) Kellogg Company

Karen B. Peetz N/A No None

Federico F. Peña Yes No (1) Sonic Corp.

James H. Quigley Yes No (2) Hess Corporation; Merrimack Pharmaceuticals Inc.

Stephen W. Sanger Yes No (1) Pfizer Inc.

Ronald L. Sargent N/A No (2) Kroger Co.; Five Below Inc.

Susan Swenson Yes Yes (2) Harmonic Inc.; Inseego Corp

WFC April 25, 2017 Annual Meeting 10 Glass, Lewis & Co., LLC

Suzanne M. Vautrinot Yes No (2) Ecolab Inc.; Symantec Corporation

MARKET PRACTICE

INDEPENDENCE AND COMPOSITION WFC* REQUIREMENT BEST PRACTICE

Independent Chair Yes No1 Yes5

Board Independence 93% Majority2 66.7%5

Audit Committee Independence 100% ; Independent Chair 100%3 100%5

Compensation Committee Independence 100% ; Independent Chair 100%2 100%5

Nominating Committee Independence 100% ; Independent Chair 100%2 100%5

Percentage of women on board 33% N/A4 N/A

Directors' biographies DEF14A; Page 18

* Based on Glass Lewis Classification

NYSE Listed Company Manual 1.Independence as defined by NYSE listing rules 2.

Securities Exchange Act Rule 10A-3 and NYSE listing rules 3.No current marketplace listing requirement 4.CII 5.

Glass Lewis believes that boards should: (i) be at least two-thirds independent; (ii) have standing audit, compensation andnomination committees comprised solely of independent directors; and (iii) designate an independent chair, or failing that,a lead independent director.

GLASS LEWIS ANALYSISWe believe it is important for shareholders to be mindful of the following:

OVERVIEW

The revelations of fraudulent sales practices at the Company's community bank have severely damaged the Company'sreputation and exposed the Company's leadership to intense scrutiny. It also is a shining example of the importance ofincentives throughout an organization and a stark reminder for institutions presumably more focused on stress tests, livingwills and Basel ratios that "reputational risk" should be more than a tertiary consideration.

While the Company's traditionally conservative and prudent financial risk management practices helped it emerge fromthe 2008 financial crisis relatively unscathed and in far better standing than most of its peers, a cultural failure led toarguably the most negative media coverage of any company in the business world during 2016. The effects are likely tocontinue for the forseeable future, with February credit card applications at the Company's community bank reportedlydown 55% from a year prior.

The behavior of community bank employees was egregious, but perhaps the most startling figure of all is the dollaramount of income associated with the fraudulent accounts: a paltry $3.2 million was returned to consumers for the periodof May 2011 through June 2015, according to the Company's most recent annual report. For comparison, the Company'scommunity banking segment alone reported net income of $13.5 billion in fiscal year 2015. While the immateriality of anygains leads us to be dismissive of political grandstanding claiming that the Company's executives enriched themselves atthe expense of consumers and low-level employees, it makes the behavior in question (and the Company's failure to treatcustomers fairly) even more vexing.

The board has launched a comprehensive investigation into its retail banking sales practices which includes theestablishment of a special committee of independent directors and the retention of independent counsel to assist. A recentpresentation regarding the various initiatives the Company has taken in response to the public outcry, including theelimination of product sales goals in its retail bank, can be read here. The board expects to publicly disclose the findingsof the investigation in the coming weeks, shortly prior to the Company holding its annual meeting.

Overall, it appears to us that the board has taken robust actions to improve its risk reporting structure, hold executivesaccountable for their actions, increase the strength of its independent board leadership and begin rebuilding the trust ofthe general public. A lengthy discussion of the various actions taken by the Company can also be read in our analysis ofProposal 5 (a shareholder proposal requesting a special report regarding the Company's retail banking sales practices).

Based on the available information—including the listed responsibilities of the Company's committees during the years inwhich the fraudulent sales practices took place—we believe shareholder opposition to several long-serving members ofthe Company's corporate responsibility committee is warranted at this time.

WFC April 25, 2017 Annual Meeting 11 Glass, Lewis & Co., LLC

SALES PRACTICES AND FRAUDULENT ACCOUNTS

CFPB Settlement

On September 8, 2016, the Consumer Financial Protection Bureau ("CFPB") fined the Company $100 million for thewidespread illegal practice of secretly opening unauthorized deposit and credit card accounts. An additional $35 millionpenalty was paid to the Officer of the Comptroller of the Currency and another $50 million to the City and County of LosAngeles. The Company has since been named in a series of related class-action lawsuits, one of which was settled for$110 million at the end of March.

The CFPB stated in its review that the bank managers had set aggressive sales targets and compensation incentiveswhich encouraged employees to boost sales figures by covertly opening accounts and funding them by transferring fundsfrom consumers' authorized accounts without their knowledge or consent, often leading to accumulated fees or othercharges. According to the bank’s analysis, employees opened more than two million deposit and credit card accounts thatmay not have been authorized by consumers.

Since the announcement of the settlement, dozens of former employees have come out to the media to say they werefired for raising red flags; a recurrent theme of the reporting on this topic is that calls to the Company's old ethics hotlinewere not properly investigated or escalated outside of the community banking unit (Stacy Cowley. "At Wells Fargo,Complaints About Fraudulent Accounts Since 2005." The New York Times. October 11, 2016).

Mass Layoffs and Political Scrutiny

In announcing the settlement, the Company also stated that it had fired approximately 5,300 employees beginning in 2011for their involvement in opening unauthorized accounts (Kevin McCoy. “ Wells Fargo fined $185M for fake accounts;5,300 were fired." USA Today. September 9, 2016). A few weeks after the disclosure of the settlement and firings, theCompany was in full-blown crisis mode, with Mr. Stumpf called to testify in front of Congress. Mr. Stumpf apologized tocustomers for the oversight lapses and breach of trust, denied accusations that any of the practices were coordinated at ahigh level, and like many major bank CEOs before him was aggressively criticized by a bipartisan group of politicians (JeffCox. " Wells CEO John Stumpf Says He is 'Deeply Sorry' But Denies 'Orchestrated Effort." CNBC. September 29, 2016).Mr. Stumpf's written testimony can be read here.

Multiple members of Congress attempted to pin down Mr. Stumpf about how much he knew about about the fraudulentaccounts and when. Allegations of an aggressive sales culture that lead to the account openings have been public sinceat least 2013, when the Los Angeles Times ran this article. Then-CFO Tim Sloan told the newspaper that he was "notaware of any overbearing sales culture."

The mass firings led three U.S. Senators to raise questions with the Financial Industry Regulatory Authority (“FINRA”) inNovember regarding the Company's disclosures about its dismissals of employees, which the Senators believe may havebeen due to the employee’s reporting or refusing to engage in allegedly fraudulent account-opening activities.

Later in November, the Office of the Comptroller of the Currency ("OCC") announced that it had placed new restrictionson the Company. The new restrictions require the Company to provide the OCC 90 days' notice before hiring seniorexecutives or changing their responsibilities. The OCC can now limit severance payments to departing executives, andthe Company's decisions regarding matters such as opening and closing branches will no longer receive “expeditedtreatment” by the OCC. (Matt Egan. "Feds 'tightening the straitjacket' around Wells Fargo." CNN Money. November 21,2016).

Changes in Management and Governance

On October 12, 2016, the Company announced in a press release the early retirement of its CEO John Stumpf. Tim Sloan,previously appointed as the Company's president and COO pursuant to the Company's succession plan in 2015, nowserves as president and CEO. The board separated the roles of chair and CEO and elected Stephen W. Sanger,previously the Company's lead director, as independent chair of the board. The board also elected an independent vicechair, Elizabeth A. Duke (who the Company notes has strong regulatory and financial services expertise) and amendedthe Company's bylaws to require that the chair and any vice chair of the board be independent directors.

During 2016 the Company engaged with shareholders representing more than 30% of the Company's outstandingcommon shares. Discussion topics included recent events relating to sales practices, board composition, director tenure,board oversight of risk, and the Company's executive compensation program. Some of these actions were based, in part,on input received from investors and other shareholders.

In this year’s proxy statement, the board further disclosed details about its investigation in to the Company’s retail bankingsales practices. The investigation is being overseen by a special board committee which is chaired by independent chair,Mr. Sanger, and includes three other independent directors (Ms. Duke, Vice Chair; Mr. Hernandez and Mr. James),

WFC April 25, 2017 Annual Meeting 12 Glass, Lewis & Co., LLC

working with the board’s human resources committee and independent counsel.

While the investigation was pending, the board took several actions based on its investigation, including the terminationof four senior managers in the community banking segment and executive compensation actions to reinforceaccountability of leadership for issues arising from the community bank's sales practices.

Impact on Operations

The quarter following the announcement of the false accounts, the Company's new credit card applications and n ewchecking account openingswere down 43% and 40% percent from 2015 numbers, respectively; however, the Companystated that its reported loss for the quarter had little to do with the account scandal and was caused by an accountingquirk in the way that it hedges (Michael Corkery. “Wells Fargo Struggling in Aftermath of Fraud Scandal.“ New YorkTimes. January 13, 2017).

Community Reinvestment Act Rating Downgrade

On March 28, 2017, the Company released the results of its most recent Community Reinvestment Act ("CRA") Performance Evaluation , which covers the years 2009 to 2012. The CRA and its implementing regulations requireFederal financial institution regulators to assess the record of each bank in fulfilling its obligation to the community and toconsider that record in evaluating and approving applications for charters, bank mergers, acquisitions, and branchopenings.

Despite citing the Company’s overall “Outstanding” performance on the exam’s components, the OCC downgraded thebank’s final rating to “Needs to Improve” due to previously issued regulatory consent orders. The OCC noted the findingsof the orders reflect "an extensive and pervasive pattern" and practice of discriminatory and illegal credit practices acrossmultiple lines of business with in the bank, resulting in significant harm to large numbers of consumers. The OCC statedthe Bank failed to implement an effective compliance risk management program designed to properly prevent, identify andcorrect violations. It added, bank management instituted policies, procedures and performance standards that contributedto the violations for which evidence has been identified. As a result of the "significant extent and egregious nature" ofthese findings, the CRA Performance Evaluation overall rating was lowered.

DAPL CONTROVERSY

The Company is one of several banks targeted by environmentalists for playing a role in funding the Dakota AccessPipeline ("DAPL"), a controversial pipeline project, the construction of which has raised significant issues concerning theconsultation of affected Indigenous Peoples. The occasionally violent protests at the building site have generatedconsiderable national media attention, and several local governments have cited the Company's funding of DAPL whenpulling more than $3 billion from the Company after deciding not to renew their contracts (Bill Chappell. "2 Cities To PullMore Than $3 Billion From Wells Fargo Over Dakota Access Pipeline." NPR. February 8, 2017).

For more in-depth information on DAPL and its effects on the Company, please refer to our analysis of Proposal 10 (ashareholder proposal requesting that the Company adopt a global policy regarding the rights of indigenous communities).

ONGOING LIVING WILL DEFICIENCIES

The Federal Deposit Insurance Corporation ("FDIC") and the Federal Reserve Board, (collectively, “the agencies”)through the Dodd-Frank Act requires bank holding companies to have resolution plans, commonly known as "living wills",which describe a company's strategy for rapid and orderly resolution under bankruptcy in the event of material financialdistress or failure of the company. In April 2016, the Company’s “living will” was one of five 2015 plans of major bankswhich were not approved by the agencies; the Company is required to remedy its plan by October 1, 2016. The Companywas instructed to address deficiencies in the categories of legal entity rationalization and shared services.

The agencies announced in December 2016 that the Company is subject to certain restrictions as it had not yetadequately remedied the deficiencies, and the Company was expected to file a revised plan by March 31, 2017. If theplan is not approved, the agencies will further the restrictions on the Company by limiting the size of its non-bank andbroker-dealer assets to levels that were in place on September 30, 2016.

WFC April 25, 2017 Annual Meeting 13 Glass, Lewis & Co., LLC

RECOMMENDATIONSWe recommend votes against the following nominees up for election this year based on the following issues:

CORPORATE RESPONSIBILITY COMMITTEE SHORTCOMINGS

Nominees BAKER, DEAN, HERNANDEZ and MILLIGAN have all served as members of the Company's corporateresponsibility committee since at least 2011. According to the Company's annual report for fiscal year 2015, the corporateresponsibility committee's duties included oversight of the following:

Reputation risk, including through approval (and recommendation to the Risk Committee) of the reputational riskfunctional framework and oversight policy;Customer service and complaint matters, including related to the Companys' culture and its members' focus onserving customers;Fair and responsible mortgage and other consumer lending reputational risks; andSocial responsibility risks, including political and environmental risks.

We believe that, after a somewhat clumsy start that was perhaps reflective of a lack of awareness of how seriously newsof the settlement would impact the Company, the board has taken robust steps to hold senior management accountablefor its failures and re-structure the Company's risk reporting. Further, we recognize that the inability of complaints fromwhistleblowers to reach beyond the walls of the community bank is clearly an institution-wide failure and not solely thefault of members of the Company's corporate responsibility committee. We also believe that it is not the board'sresponsibility to directly oversee the compensation structure of low-level retail bank employees.

Nonetheless, the duties bulleted above appear to us to be a near-perfect encapsulation of a list of the Company'sshortcomings in detecting the ethical breaches at the Company's community bank for a number of years. While givingcredit to the actions taken by the board in response to this crisis since the settlement went public, we believeshareholders should vote against nominees Baker, Dean, Hernandez and Milligan based on the reputational damageinflicted on the Company and this committee's failure to properly fulfil its stated duties.

OUTSIDE COMMITMENTS

Nominee CHEN serves as an executive chair and CEO of BlackBerry Limited, a public company, while serving on theboards of BlackBerry Limited, Walt Disney Co. and the Company.

Similarly, nominee SWENSON serves as chair and CEO of Inseego Corp., a public company, while also serving on theboards of Inseego Corp, Harmonic Inc. and the Company.

According to the 2016 Spencer Stuart Board Index, the average number of outside board seats held by CEOs of S&P 500companies is 0.5, down from 0.6 in 2011 and 0.8 in 2006; additionally, the 2016-2017 NACD Public CompanyGovernance Survey indicates that directors now spend on average nearly 250 hours per year on board-related matters (upfrom nearly 191 hours in 2005), while board chairs spend an average of 292.1 hours on their board responsibilities eachyear.

We note that the board recently adopted an overboarding policy in its corporate governance guidelines that limit a directorwho serves as the CEO of a public company from serving as a director of more than three total public companies,including the company for which he or she serves as CEO and the Company. However, we believe that the timecommitment required by this number of board memberships, in conjunction with executive duties, may preclude thesenominees from dedicating the time necessary to fulfill the responsibilities required of directors.

We do not believe that shareholder opposition to any other nominee is warranted at this time.

We recommend that shareholders vote:

AGAINST: Baker II; Chen; Dean; Hernandez, Jr.; Milligan; Swenson

FOR: Duke; James; Peetz; Peña; Quigley; Sanger; Sargent; Sloan; Vautrinot

WFC April 25, 2017 Annual Meeting 14 Glass, Lewis & Co., LLC

The Company discloses the following biographical information for directors Karen B. Peetz, Ronald L. Sargent and Timothy J. Sloan, new nominees tothe board:Karen B. Peetz Ms. Peetz served as President of The Bank of New York Mellon Corporation, New York, New York (global financial services company)from January 2013 until her retirement in December 2016. She served as chief executive officer of BNY Mellon’s financial markets and treasury servicesgroup and vice chair from 2007 until December 2012. Ms. Peetz served in leadership positions at JPMorgan Chase & Co. and its predecessorcompanies prior to joining BNY Mellon in 1998. She has 35 years of large bank experience and, as the former President of BNY Mellon, she oversaw thebank’s global client management and regional management, its treasury services business, and its regulatory oversight and human resources functions.Before joining BNY Mellon, Ms. Peetz spent 16 years with JPMorgan Chase in various management, sales, and corporate lending positions. She wasformerly a director of SunCoke Energy, Inc. She holds a Master of Science from Johns Hopkins University.Ronald L. Sargent Mr. Sargent served as Chairman from March 2005 until January 2017 and Chief Executive Officer from February 2002 until June2016 of Staples, Inc., Framingham, Massachusetts (business products retailer). He was formerly a director of Staples, Inc. and The Home Depot, Inc.Mr. Sargent has an M.B.A. from Harvard Business School.Timothy J. Sloan Mr. Sloan has served as the Company’s CEO and a director since October 2016, and president since November 2015. He alsoserved as COO from November 2015 to October 2016, senior executive vice president (wholesale banking) from May 2014 to November 2015, andsenior executive vice president and CFO from February 2011 to May 2014. He was formerly a director of California Resources Corporation. Mr. Sloanhas an M.B.A. in finance and accounting from the University of Michigan.

WFC April 25, 2017 Annual Meeting 15 Glass, Lewis & Co., LLC

2.00: ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR

PROPOSAL REQUEST: Approval of Executive Pay Package PAY FOR PERFORMANCEGRADES:

FY 2016 CFY 2015 CFY 2014 C

PRIOR YEAR VOTE RESULT(FOR): 96.2% RECOMMENDATION: FOR

STRUCTURE: Fair

DISCLOSURE: Fair

GLASS LEWIS RECOMMENDATION: FOR Given the actions taken by the board in response to the Company's retail banking sales practices, as well asthe Company's alignment of pay with performance, we do not believe a vote against the Company's executivecompensation program is warranted at this time.

PROGRAM FEATURES 1

POSITIVE

Alignment of pay with performanceLTIP performance-basedSTI-LTI payout balanceNo single-trigger CIC benefitsSTIP performance-basedAnti-hedging policyClawback policy for NEOsExecutive stock ownership guidelines for NEOs

NEGATIVE

Vesting of LTI awards for performance belowmedian

1 Both positive and negative compensation features are ranked according to Glass Lewis' view of their importance or severity

SUMMARY COMPENSATION TABLE

NAMED EXECUTIVE OFFICERS BASESALARY

BONUS &NEIP EQUITY AWARDS TOTAL COMP

Timothy J. Sloan President and Chief Executive Officer $2,329,502 - $10,500,038 $13,014,714

David M. Carroll Senior Executive Vice President, Wealth and Investment Management $1,741,188 - $7,500,041 $9,411,965

John R. Shrewsberry Senior Executive Vice President and Chief Financial Officer $1,741,188 - $7,500,041 $9,276,692

Michael J. Loughlin Senior Executive Vice President and Chief Risk Officer $1,205,939 - $4,000,044 $5,306,630

Avid Modjtabai Senior Executive Vice President, Payments, Virtual Solutions andInnovation $1,741,188 - $7,500,041 $9,290,048

John G. Stumpf Former Chairman and Chief Executive Officer $2,070,498 - $16,500,032 $21,341,898

Carrie L. Tolstedt Former Senior Executive Vice President, Community Banking $1,285,249 - $7,500,041 $8,860,271

WFC April 25, 2017 Annual Meeting 16 Glass, Lewis & Co., LLC

PEER GROUP REVIEW 1 2 3 4

The Company compares NEO compensation to a peer group consisting of 10 companies. Total NEO compensation is not benchmarked to a specificpercentile of the peer group.

MARKET CAP REVENUE CEO COMP 1-YEAR TSR 3-YEAR TSR 5-YEAR TSR

75th PERCENTILE OF PEER GROUP $169.4B $63.1B $19.2M 34.5% 13.7% 24.4%

MEDIAN OF PEER GROUP $83.2B $30.3B $16.7M 24.6% 12.2% 19.7%

25th PERCENTILE OF PEER GROUP $56.9B $15.2B $13.4M 17.0% 4.9% 16.4%

COMPANY$276.8B $84.5B $13.0M 4.6% 9.8% 18.2%(91st %ile) (89th %ile) (14th %ile) (Lowest) (31st %ile) (37th %ile)

1 Market capitalization figures are as of fiscal year end dates. Source: Capital IQ

2 Annual revenue figures are as of fiscal year end dates. Source: Capital IQ

3 Annualized TSR figures are as of fiscal year end dates. Source: Capital IQ

4 Annual CEO compensation data based on the most recent proxy statement for each company.

WFC April 25, 2017 Annual Meeting 17 Glass, Lewis & Co., LLC

REALIZABLE PAY 1

1 Compensation data provided by Equilar, Inc. All rights reserved. For additional information, please contact info@equilar.com.

MARKET PRACTICE

COMPANYPREVALENCE:

S&P 500 INDUSTRY SUBSET

1,2

PREVALENCE: ALL S&P 500 1

GENERAL PRACTICES

Clawback Policy Yes 100.0% 92.4%Stock Ownership Guidelines Yes 100.0% 97.4%Single-Trigger CIC Benefits No 17.6% 35.1%

Excise Tax Gross-Ups No 29.4% 20.3%

SHORT-TERMINCENTIVES

Performance-Based Awards Yes 57.6% 82.4%Disclosed Individual Limits Yes 64.7% 92.8%

LONG-TERM INCENTIVES Performance-Based Awards Yes 88.2% 92.0%

Performance Goals Include Relative Metric(s) Yes 80.0% 65.2%Any Performance Period(s) at Least Three Years Yes 86.7% 82.6%

1 Reflects adoption rates based on company data for meetings between 1/1/2016 and 12/31/2016; excludes foreign filers, recent IPOs and companies with irregular or ad-hoc granting schedules.

2 Based on companies within the Banks industry.

WFC April 25, 2017 Annual Meeting 18 Glass, Lewis & Co., LLC

EXECUTIVE COMPENSATION STRUCTURE - SYNOPSIS

FIXED Mr. Loughlin's base salary was increased by more than 20% during the past fiscal year. Thisincrease was intended to "reflect market conditions."

SHORT-TERMINCENTIVES

ANNUAL INCENTIVE AWARDS

AWARDS GRANTED (PAST FY) Cash

TARGET PAYOUTS No pre-determined target for Mr. Stumpf, $1,200,000 for the Mr.Sloan and up to $875,000 for the other NEOs

MAXIMUM PAYOUTS No pre-determined maximum limit for Mr. Stumpf, $2,400,000 forMr. Sloan and up to $1,750,000 for the other NEOs

ACTUAL PAYOUTS No payouts

Performance is measured over one year.

The Human Resources Committee (HRC) made the decision to eliminate the NEOs' 2016 annualincentive awards.

LONG-TERMINCENTIVES

LONG-TERM INCENTIVE COMPENSATION

AWARDS GRANTED (PAST FY) Performance shares

TARGET PAYOUTS 343,036 shares for Mr. Stumpf, 218,296 shares for Mr. Sloanand up to 155,926 shares for the other NEOs

MAXIMUM PAYOUTS 514,554 shares for Mr. Stumpf, 327,444 for Mr. Sloan and up to233,889 shares for the other NEOs

Performance is measured over three years.

For any year in the three-year performance period that the Company incurs a new operating loss, thetarget number of performance shares will be reduced by one-third.

If the Company's average 3-year Return on Realized Common Equity (RORCE) is less than 2%, theaward does not vest. If the Company's average 3-year RORCE is between 2% and 15%, the awardswill vest based on the Company's RORCE performance relative to the Company's FinancialPerformance Peer Group. If the Company's 3-year average RORCE is equal to or greater than 15%,awards will vest at maximum.

Mr. Stumpf and Ms. Tolstedt forfeited their 2016 performance shares.

METRICS

RETURN ON REALIZEDCOMMON EQUITY

RETURN ON REALIZEDCOMMON EQUITY

Relative Absolute

Weighting N/A N/A

ThresholdPerformance

Bottom Quartile Ranking, provided not lowest ranking 2%

TargetPerformance 50th %ile N/A

MaximumPerformance 75th %ile 15%

GLASS LEWIS ANALYSISThis proposal seeks shareholder approval of a non-binding, advisory vote on the Company's executive compensation.Glass Lewis believes firms should fully disclose and explain all aspects of their executives' compensation in such a waythat shareholders can comprehend and analyze the company's policies and procedures. In completing our assessment,we consider, among other factors, the appropriateness of performance targets and metrics, how such goals and metricsare used to improve Company performance, the peer group against which the Company believes it is competing, whetherincentive schemes encourage prudent risk management and the board's adherence to market best practices.Furthermore, we also emphasize and evaluate the extent to which the Company links executive pay with performance.

WFC April 25, 2017 Annual Meeting 19 Glass, Lewis & Co., LLC

Shareholders should be mindful of the following issues:

VARIABLE COMPENSATION

Vesting Below Median Under the long-term incentive plan, executives remain eligible to receive significant awards even if the Company's relativeperformance is below the 50th percentile of the designated peer group over the performance period. As such, NEOs arerewarded even if the Company underperforms the market.

OTHER ISSUES

Significant Increase in Fixed Pay Mr. Loughlin received a substantial increase in base salary during the past fiscal year. Glass Lewis views high fixed payraises with skepticism, as such payments are not directly linked to performance and may serve as a crutch whenperformance has fallen below expectations. Further, we note that a large increase in base salary has a compoundingeffect on the amount of short- and long-term incentives granted to an executive, since such awards are often granted as afixed percentage of base salary.

2016 PAY FOR PERFORMANCE : CAs indicated by Glass Lewis' pay-for-performance model, the Company has sufficiently aligned executive pay andcorporate performance for the year in review. At this point in time, Glass Lewis has not identified pay-for-performanceissues with this Company that should be of substantial concern to shareholders.

CONCLUSIONAs discussed earlier in the Proxy Paper, the Company paid $185 million in fines related to its widespread practice ofsecretly opening unauthorized deposit and credit card accounts. In its most recent proxy statement, the Companyhighlights the following compensation-related actions it has taken in September 2016 and February 2017:

The board and Mr. Stumpf agreed that he would forfeit all of his unvested equity awards, forgo his salary during theboard's independent investigation of the Company's retail banking sales practices and related matters, and notreceive a 2016 annual incentive award;The board caused Ms. Tolstedt to forfeit all of her unvested equity awards, not receive a 2016 annual incentiveaward, and agree not to exercise her fully vested stock options during the board's independent investigations;Mr. Stumpf and Ms. Tolstedt did not receive any severance payments in connection with their departures from theCompany;The Human Resources Committee (HRC) eliminated the continuing NEOs' 2016 annual incentive awards; andThe HRC reduced the payout of the continuing NEOs' 2014 performance shares that had been earned following2016 from the maximum payout (125% of target for Mr. Shrewsberry and 150% of target for the other NEOs) to75% of target.

As discussed in Proposal 1, the Company released its sales practices investigation report on April 10, 2017. According tothe report, Ms. Tolstedt will forfeit her outstanding stock option awards with a current intrinsic value of $47.3 million, andthe Company will claw back approximately $28 million of Mr. Stumpf's compensation paid in March 2016 under an equitygrant made in 2013.

In total, the continuing NEOs forfeited approximately $26 million in 2014 performance shares and $4.4 million in targetbonuses for 2016. The former NEOs Mr. Stumpf and Ms. Tolstedt forfeited approximately $69 million and $66.3 million inequity awards, respectively.

Given the serious nature of the scandal, we believe that the Company should be taking steps to ensure that it hasmitigated any risk of future occurrences of fraud or ethical violations. We acknowledge, however, that the board has takensignificant compensation-related actions in response to the Company's retail banking sales practices. In our view, theactions outlined above demonstrate the board's willingness to curb compensation based on the accountability of theexecutive team for the operational and reputational risk of the Company.

As indicated by our pay-for-performance analysis, the Company has adequately aligned executive pay with corporateperformance. We believe the pay-for-performance result is largely attributable to the board's decision to forfeit and adjustunpaid equity and annual incentive awards. Given this alignment, along with the actions taken by the board in response tothe Company's retail banking sales practices, we do not believe a vote against this proposal is warranted at this time. Wewill closely monitor the Company's executive pay practices going forward.

WFC April 25, 2017 Annual Meeting 20 Glass, Lewis & Co., LLC

We recommend that shareholders vote FOR this proposal.

WFC April 25, 2017 Annual Meeting 21 Glass, Lewis & Co., LLC

3.00: FREQUENCY OF ADVISORY VOTE ON EXECUTIVECOMPENSATION 1 YEAR

PROPOSAL REQUEST: To determine the frequency of future advisory votes onexecutive compensation

RECOMMENDATIONS & CONCERNS:

PRIOR YEAR VOTE RESULT (FOR): N/A 1YEAR-

No material concerns

BINDING/ADVISORY: Advisory

REQUIRED TO APPROVE: Plurality

PROPOSAL SUMMARYShareholders may indicate whether they want the advisory vote to occur every one, two or three years. Under Section14A(a)(2) of the Exchange Act, companies are required to submit for shareholder consideration resolutions on thefrequency of such votes at least once every six years.

This is a non-binding vote, meaning that the board may decide that it is in the best interest of shareholders to hold thevote more or less frequently.

BOARD'S PERSPECTIVEThe board asks shareholders to support a frequency of every one year for future advisory votes on executivecompensation. The board believes that an annual vote is the best alternative for the Company and its shareholders, as itallows shareholders to provide the most frequent input on executive compensatioin. An annual vote also aligns with theboard's annual decision-making process on executive compensation.

GLASS LEWIS ANALYSISGlass Lewis believes that the advisory vote on executive compensation serves as an effective mechanism for promotingdialogue between investors and company management and directors, enhancing transparency in setting executive pay,improving accountability to shareholders, and providing for a more effective link between pay and performance. In caseswhere shareholders believe the Company’s compensation packages may be excessive, we believe such a vote maycompel the board to re-examine, and hopefully improve, its compensation practices.

In our view, shareholders should be allowed to vote on the compensation of executives annually. We believe that the timeand financial burdens to a company with regard to an annual vote are outweighed by the benefits to shareholders and theincreased accountability. Implementing biennial or triennial votes on executive compensation limits shareholders’ ability tohold the board accountable for its compensation practices through means other than voting against the compensationcommittee. For this reason, unless a company provides compelling arguments otherwise, we will generally recommendthat shareholders support the holding of advisory votes on executive compensation every year.

In this case, we agree with the board that an annual advisory vote on executive compensation is in the best interests ofshareholders.

We recommend that shareholders vote for the advisory vote on executive compensation frequency of ONE YEAR.

WFC April 25, 2017 Annual Meeting 22 Glass, Lewis & Co., LLC

4.00: RATIFICATION OF AUDITOR FOR

PROPOSAL REQUEST: Ratification of KPMG RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT (FOR): 98.6% FOR- No material concerns

BINDING/ADVISORY: Advisory

REQUIRED TO APPROVE: Majority of votes cast

AUDITOR OPINION: Unqualified

AUDITOR FEES 2016 2015 2014

Audit Fees: $41,082,000 $39,136,000 $37,904,000 Audit-Related Fees: $4,653,000 $4,627,000 $4,022,000 Tax Fees: $6,717,000 $4,538,000 $5,023,000 All Other Fees: $95,000 $999,000 $327,000 Total Fees: $52,547,000 $49,300,000 $47,276,000 Auditor: KPMG KPMG KPMG

Years Serving Company: 86 Restatement in Past 12 Months: No Alternate Dispute Resolution: No Auditor Liability Caps: No

GLASS LEWIS ANALYSISThe fees paid for non-audit-related services are reasonable and the Company discloses appropriate information aboutthese services in its filings.

We recommend that shareholders vote FOR the ratification of the appointment of KPMG as the Company's auditor forfiscal year 2017.

WFC April 25, 2017 Annual Meeting 23 Glass, Lewis & Co., LLC

5.00: SHAREHOLDER PROPOSAL REGARDING RETAILBANKING SALES PRACTICES REPORT AGAINST

PROPOSAL REQUEST: That the Company issue a report on the root causes ofthe fradulent activity and steps taken to improve riskmanagement and control proccesses

SHAREHOLDER PROPONENT: The Sisters of St. Francis ofPhiladelphia and 19 co-filers

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - Not in the best interests of shareholders

GLASS LEWIS REASONINGThe Company already provides voluminous reporting on the root causes of the fraudulent sales activity and thesteps taken to improve risk management and control processes; andWe do not believe that the proponents have sufficiently demonstrated why the Company's current disclosure isdeficient or that adoption of this resolution would be a material improvement on the disclosure already provided bythe Company.

PROPOSAL SUMMARYText of Resolution: Resolved: Shareholders request that the Board commission a comprehensive report, available toshareholders by October 2017, on the root causes of the fraudulent activity and steps taken to improve risk managementand control processes. The report should omit proprietary information and be prepared at reasonable cost.

Supporting Statement: The proponents believe a full accounting of the systemic failures allowing these unethicalpractices to flourish are critical to rebuilding credibility with all stakeholders and will strengthen risk management systemsgoing forward.

The review and report should address the following:

1. An analysis of the impacts on the bank, its reputation, customers, and investors;

2. Changes implemented or planned to strengthen corporate culture and instill a commitment to high ethicalstandards at all employee levels;

3. Improvements in risk management and controls, including new or revised policies and investment in people ortechnological solutions;

4. Evidence that incentive systems are aligned with customers’ best interests.

5. Changes in board oversight of risk management processes;

6. Assessment plans to evaluate the adequacy of changes instituted over time The Company’s Office of Ethics,Oversight, and Integrity will monitor alignment of behavior with our Vision and Values and Code of Ethics andBusiness Conduct. The office will report to the board, including its risk committee and human resources committee.The Company has established stronger controls and will monitior its new retail bank compensation plan. ;

7. Other steps to rebuild trust with key stakeholders-regulators, customers, and shareholders.

Proponent's Perspective

In September 2016, the Company reported a $185 millionsettlement with the Consumer Financial Protection Bureau due tolong-term and widespread consumer fraud, including setting uptwo million deposit and credit-card accounts for clients withouttheir permission;The Company dismissed 5,300 employees for its illegal acts overfive years, mostly sales employees with approximately 10% at thebranch manager level;The Company faced a firestorm of public criticism and CEO JohnStumpf was required to testify before the Senate Banking

Board's Perspective

The Company and board understand the concerns raised in theproposal about assessing the root causes of the retail bankingsales practices matter and disclosing information to Companyinvestors and other shareholders on those causes and theactions taken in response by the Company;The board’s independent directors launched a comprehensiveindependent investigation into the Company’s retail bankingsales practices and related matters, and have publicly statedthat they will make findings public prior to the Company's 2017annual meeting;The board and Company have taken actions to address retail

WFC April 25, 2017 Annual Meeting 24 Glass, Lewis & Co., LLC

Committee and House Financial Services Committee where hefaced sharp bipartisan criticism;The U.S. Department of Justice is currently investigating theCompany which could lead to civil or even criminal charges;The U.S. Department of Labor is conducting a “top-to-bottomreview” for possible violations of federal labor laws;The Comptroller of California and Treasurer of Illinois havesuspended their business relationships with the Company as aresult of the scandal;This is not the first time that lack of oversight of policies andpractices led to systematic, ethical lapses and alleged illegalactivities at the Company;In 2012 the Company entered into a $175 million settlement withthe Department of Justice over allegations of widespread“discriminatory steering” of African-American and Hispanicborrowers into high-cost loans;Multiple charges of discrimination and fraud have resulted insignificant financial penalties and reputational repercussions thatwill undermine the confidence of customers, investors, and thepublic and these impacts are expected to result in a loss ofshareholder value; andWhile the board initiated compensation clawbacks, for CEOStumpf and Carrie Tolstedt totaling $60 million, investors andcustomers still do not have a clear understanding of the scope ofthe fraud or the strategies in place to address it in order todetermine whether they are sufficient to prevent future lapses.

The proponent has provided additional information concerning its rationalefor this proposal.

banking sales practices matters, as well as monitoring theimpact on its business and reputation, and are reporting onthose actions through its disclosures in its 2017 DEF 14A, itswebsite, and in other public communications;The Company, through its current and anticipated futuredisclosures, including the public release of findings of the board’sinvestigation, is providing the information requested by thisproposal;The Company and its board are focused on making things rightfor the Company's customers and team members, fullyaddressing the causes of the retail sales practices matter, andbuilding a better Company for the future;The Company is not waiting for the completion of the board’sinvestigation to take action to address retail banking salespractices matters;The Company has already taken action and will continue to takeaction to rebuild trust in the Company, including makingimprovements to its corporate governance, risk managementpractices, compensation programs, and culture;The Company is working on completing the requirements of itsregulatory consent orders, which include a review by anindependent consultant to determine the root cause of the salespractices issues and the implementation of an action plan thataddresses the findings of the independent review;The independent consultant’s report is regulatory supervisoryinformation that cannot be publicly disclosed, but the Companyexpects to make many enhancements in response to the report;The Company is going beyond its regulatory requirements byoffering (i) a nationwide mediation program at no charge tocustomers with sales practices claims; (ii) voluntarily expandingthe Company’s review of retail and small business accounts toinclude the years 2009 and 2010 in addition to the requiredaccount review it is completing for 2011 to 2016; (iii) using anadditional third party to review sales practices more broadlyacross the Company; and (iv) researching how customers’ creditscores may have been impacted as a result of potentiallyunauthorized credit cards, with the goal of aiding customerswhose credit scores were negatively affected;Information about the Company's commitment to customers andcertain actions it is taking is available on the Company's website;The Company continues to monitor and disclose supplementalinformation in its earnings release documents and investorpresentations, as well as holding monthly update calls to provideinformation to investors and other shareholders;The Company established a rebuilding trust office that willorganize and accelerate its trust rebuilding efforts through oneintegrated program;The Company has engaged outside independent culture expertsto help it understand where it has cultural weaknesses that needto be strengthened and is surveying team members tounderstand their views on its approach to ethics and integrity;The Company is having more candid and frequent dialogueabout its challenges and opportunities, including in connectionwith its town halls led by the Company's CEO and othercompany executives;The Company is conducting a thorough review of its EthicsLineprocesses with the support of a third party expert to address anyconcerns about reports from former team members who felt theyfaced retaliation for calling the EthicsLine;The Company created a new Office of Ethics, Oversight, andIntegrity, which combines many of the Company's existing riskand oversight groups;The Company has invested in enhanced training on andmonitoring of team members’ compliance with the Company’scode of ethics and business conduct to strengthen theCompany’s ethics culture;The Company changed reporting lines for many of its risk teammembers and staff groups throughout the Company, in order toprovide greater role clarity, increased coordination, and strongeroversight;The Company's organizational changes are designed to create astronger risk and control foundation that allows senior teammembers across the Company to provide more independentchallenges to how it operates;The Company has made system and process enhancements,including sending automated confirmation emails to itscustomers every time a new personal or small businesschecking account or a savings account is opened, letteracknowledgements for credit card applications, and same-dayemails to credit card customers;

WFC April 25, 2017 Annual Meeting 25 Glass, Lewis & Co., LLC

The Company eliminated product sales goals for all retail bankteam members that serve customers in the Company's retailbranches and in its retail banking contact centers effectiveOctober 1, 2016, to help ensure retail bankers do not put theirinterests ahead of customers;The Company put in place a new incentive program effectiveJanuary 1, 2017 for its retail bank team members to focus on thecustomer experience within the Company's branches;The Company changed its performance review processes forretail bank team members and managers;The Company put additional centralized monitoring and controlsin place to provide enhanced oversight of sales processes,including periodic reviews and checkpoints to monitor anyunintended outcomes or behavior prompted by the new plan forretail bank team members;The Company is expanding the scope of its incentivecompensation risk management program, which is subject tohuman resources committee oversight;The Company's board separated the roles of chair and CEO toprovide independent board oversight, elected an independentchair and independent vice chair, and amended the Company’sby-laws to require the chair and any vice chair to be independent;The board has enhanced its oversight of conduct risk byfocusing management’s reporting to the board on the alignmentof team member conduct with the Company’s risk appetite andthe Company’s culture and conduct standards; The board enhanced board committee oversight of conduct riskmatters by expanding the oversight responsibilities of the riskcommittee and the human resources committee;The Company's Office of Ethics, Oversight, and Integrity willmonitor alignment of behavior with its vision and values andcode of ethics and business conduct;The Company has established stronger controls and will monitorits new retail bank compensation plan for any unintendedoutcomes or behaviors, and will make changes as needed;The board, including the risk committee and human resourcescommittee, will receive reporting from the rebuilding trust officeand Office of Ethics, Oversight, and Integrity, respectively, onthe Company's efforts and progress in achieving its objectives;The Company is expanding its website disclosure to centralizeinformation about important environmental, social, andgovernance issues, including retail banking sales practice;The Company took into account feedback from the proponents,including representatives of the Interfaith Center on CorporateResponsibility, and other investors and shareholders in thedevelopment of its expanded website disclosure; andThe board and Company are providing through its current andanticipated future disclosures the information requested by thisproposal.

GLASS LEWIS ANALYSISAs discussed in detail in Proposal 1, the Company was entangled in an ethics scandal beginning in September 2016 as aresult of the opening of fraudulent accounts. The scandal resulted in a number of investigations, lawsuits and, ultimately,the resignation of the Company's chairman and CEO. Given the serious nature of these issues, we believe that theCompany should be taking steps to ensure that it has mitigated any risk of future occurrences of fraud or ethical violations.We further believe that the Company should disclose sufficient information to shareholders concerning what steps it istaking to mitigate these risks.

Accordingly, the Company states that its board launched a comprehensive independent investigation into the Company’sretail banking sales practices and related matters. The investigation covers a broad range of topics so that it addressesquestions and concerns raised by shareholders, customers, team members, regulators, and other government officials,including the actions of the board, senior management, the Community Bank, and key corporate functions. Theinvestigation is being overseen by a special board committee that has retained the law firm of Shearman & Sterling LLP toassist in the investigation. The Company states that it "is committed to public disclosure of findings from its independentinvestigation and expects to disclose findings in April prior to [the Company's] 2017 annual meeting" (p.4). On April 10, theCompany released this report, the contents of which are discussed below and described in detail in Proposal 1.

Additionally, Company states that it is working to complete the requirements of its regulatory consent orders, whichinclude a review by an independent consultant to determine the root cause of the sales practices issue and theimplementation of an action plan addressing them. This report is regulatory supervisory information that cannot bepublicly disclosed, but the Company expects that many of the enhancements it makes in response to the report will

WFC April 25, 2017 Annual Meeting 26 Glass, Lewis & Co., LLC

become part of its normal business operations and highlighted through various public disclosures (2017 DEF14A, p.86).

This proposal is requesting that the Company commission a comprehensive report on the root causes of the fraudulentactivity and steps taken to improve risk management and control processes. Specifically, the Company is asking for moreinformation on the following key questions:

An analysis of the impacts on the bank, its reputation, customers, and investors:

The Company has taken a number of steps to address the impact of its unfair sales practices and disclose importantinformation to shareholders, stakeholders, and its customers including:

The Company has dedicated a portion of its website to the sales practices issue and provides information on whathappened, what it is doing to address the issue, and the impact on the Company;The Company provides a FAQ page on the settlement and its commitment to its customers; The Company states that it continues to monitor and disclose supplemental information in its earnings releasedocuments and investor presentations;

The Company is holding monthly update calls (and publicly available notes from the calls) to provideinformation to investors and stakeholders on business metrics, the impacts of the sales practices matter onits reputation and business and financial results, and progress on addressing the sales practices issue.

The Company has also provided a comprehensive summary of actions taken with respect to the sales practices issuethrough the end of February 2017. The Company states that leading up to the September 8, 2016 regulatory and legalsettlements, the Company retained a third-party consulting firm, PricewaterhouseCoopers, to conduct large-scale dataanalysis of more than 94 million deposit, credit card, and unsecured line of credit accounts opened from May 2011 tomid-2015 to evaluate whether customers may have incurred financial harm from potentially unauthorized accounts. TheCompany continues its ongoing data analysis, including its review and validation of the identification of potentiallyunauthorized accounts (p.3). Additionally, the Company states that it is working to complete requirements of its regulatoryconsent orders and in some cases going beyond what is required. For example, on page 3 of the summary of actions, theCompany states it has taken the following actions:

Voluntarily expanded its reviews of retail and small business accounts to include 2009 and 2010 in addition torequired reviews for 2011 and 2016;Reached out to approximately 40 million retail and 3 million small business customers through statementmessaging, mailings, and online communications; Refunded more than $3.2 million to customers on approximately 130,000 accounts that it could not rule out asbeing unauthorized, including $2.6 million that was part of its regulatory and legal settlements;Created a dedicated 24/7 toll-free number for any customer with a sales practice concern and made system andprocess enhancements including:

Sending an automated email shortly after opening of a consumer or small business checking or savingsaccount, as protection measures to new customer accounts; andOffering a nationwide, no-cost mediation program to customers with sales practices claims.

Researching how customers’ credit scores may have been impacted as a result of potentially unauthorized creditcards and plans to aid customers whose credit scores were negatively affected; andThe Company has engaged external consultants to review sales practices across the Company.

Changes implemented or planned to strengthen corporate culture and instill a commitment to high ethicalstandards at all employee levels:

In the summary of actions taken by the Company through February 2017, it states that it is committed to rebuilding trustand has added it as a priority to its Vision and Values (p.11). The Company also states, in its 2017 DEF 14A, thatrebuilding trust is its main priority and that it is implementing a number of initiatives and actions "to earn back the trust ofteam members and engage them actively in [the Company's] effort to rebuild trust" (2017 DEF 14A, p.4). Some of theseactions include:

Establishing a dedicated an office to oversee a companywide Rebuilding Trust Program;Launching the Office of Ethics, Oversight and Integrity to centralize the handling of internal investigationscomplaints oversight, and sales practices oversight;Engaging independent culture experts to analyze the Company's culture and help it understand its culturalweaknesses that need to be strengthened;Conducting a review of its EthicsLine processes and using a third-party expert to address any concerns aboutreports from team members who felt they faced retaliation for calling the EthicsLine (2017 DEF14A, p.5);Expanded training on and monitoring of team members’ compliance with its Code of Ethics and BusinessConduct and expanded training for managers and bankers on acceptable sales practices and how to reportunethical behavior (2017 DEF14A, p.5);

WFC April 25, 2017 Annual Meeting 27 Glass, Lewis & Co., LLC

unethical behavior (2017 DEF14A, p.5);Surveying team members to understand their approach to ethics and integrity and having more open,frequent dialogue including through its Town Halls (2017 DEF14A, p.5):

The Company's Town Halls are led by its CEO and other Company executives. At a recent At a recentTown Hall, CEO Timothy Sloan announced six new long-term goals of the Company, including: teammember engagement, which encourages a Company where teamwork is rewarded and how work gets doneis as important as getting the work done; risk management to set a global standard in managing all forms ofrisk; and shareholder value to earn the confidence of shareholders by maximizing long-term value.

Improvements in risk management and controls, including new or revised policies and investment in people ortechnological solutions

On page 10 of the Company's summary of actions taken through the end of February, it states:

The Company has made system and process enhancements to add protection measures to new accounts, such assending automated emails shortly after an account is opened;The Company has created a new Office of Ethics, Oversight, and Integrity in early 2017, which includes itsGlobalEthics and Integrity program, Sales Practices Oversight team, Internal Investigations, and Complaints Oversight, toorganize and coordinate enterprise-wide conduct risk management activities;During 2016, the Company conducted a review of risk management across the Company and made severalchanges in organizational structure to provide greater role clarity, increased coordination, and stronger oversight,including:

Realigning reporting lines for approximately 4,100 risk team members, who previously reported within thebusinesses, to report into the Company's central Corporate Risk group and it expects an additional 1,100risk team members to also be realigned to report into Corporate Risk during 2017; andRealigning and centralizing staff groups throughout the Company, including Finance, Marketing,Communications, Human Resources (including compensation and employee relations) and Compliance, toreport into their central control groups rather than into the lines of business they support.

The Company also states that it has increased oversight of its retail bank monitoring activities and enhanced qualityassurance monitoring, a $50 million investment annually, including through a third-party mystery shopper programinvolving 15,000 to 20,000 visits a year and an additional 600 conduct risk reviews each year in branches across the U.S.Additionally, the Company is hiring risk professionals to provide greater oversight in the retail bank.

Evidence that incentive systems are aligned with customers’ best interests:

On page 9 of the Company's comprehensive summary of actions taken through the end of February to address improperthe sales practices issue, it discusses steps it is taking to align incentive systems with the Company's customers.Specifically, the Company states that it has:

Eliminated product sales goals for retail bank team members who serve customers in its retail branches and in itsretail banking contact centers effective October 1, 2016;Put in place a new incentive program in January 2017 for its retail bank team members to focus on the customerexperience within its branches;Changed its performance review processes for retail bank team members and managers;Discontinued reporting the cross-selling metric as a measure of success for its retail bank; Established additional centralized monitoring and controls to provide enhanced oversight of sales processes,including periodic reviews and checkpoints to monitor any unintended outcomes or behavior prompted by the newplan for retail bank team members; andIs expanding the scope of its incentive compensation risk management program to take into account reputationalrisk issues, including conduct risk and sales practices risk, in addition to financial risk.

Changes in board oversight of risk management processes;

The Company provides details on the progress it has made on "making things right and rebuilding trust," as well as aprogress report summarizing the steps the Company has taken to address improper sales practices. On the website aswell as in the report, the Company provides information the following changes in leadership it has made to enhanceboard oversight:

Elected Tim Sloan chief executive officer;Elected an independent chairman to lead the board of directors, and implemented a new requirement that this roleand the role of CEO be held by separate people;Added two new independent directors to the board;

WFC April 25, 2017 Annual Meeting 28 Glass, Lewis & Co., LLC

Appointed a new executive — Mary Mack — to lead the Community Bank;Created a new Change Leader position in the Community Bank to lead the Change Initiative, redefining thebusiness model in branches and call centers to focus on the customer experience;Established a dedicated office to oversee a Company-wide Rebuilding Trust Program;Terminated four current and former managers in the Community Bank for cause due to sales practices; nonereceived a 2016 bonus and each forfeited all outstanding equity awards and stock options; andEliminated 2016 bonsues and reduced 2014 performance shares by up to 50% for eight Operating Committeemembers.

Additionally, the Company states that it launched the Office of Ethics, Oversight and Integrity to centralize the handling ofinternal investigations, complaints oversight, and sales practices oversight and that "the new team will work to ensure that[the Company is] doing business in a way that is consistent with [its] vision and values." The Company also states that itstrengthened its risk framework and core functions such as human resources and risk.

In the Company's summary of actions report the Company states that the board "has enhanced its oversight of conductrisk...by focusing management’s reporting to the board on the alignment of team member conduct with: (i) the Company’srisk appetite and (ii) the Company’s culture as reflected in its Vision and Values and its Code of Ethics and BusinessConduct" (p.13). Additionally, the Company has enhanced board committee oversight of conduct risk, by taking thefollowing steps:

Expanding risk committee’s oversight responsibilities to include oversight of new Office of Ethics, Oversight, andIntegrity and enterprise-wide conduct risk and risk culture in addition to overseeing enterprise risk managementframework, Corporate Risk function, and key risks identified by the Company;Expanding human resources committee's oversight responsibilities to include human capital management, culture,Code of Ethics and Business Conduct, implementation and effectiveness of ethics, business conduct, and conflictsof interest program (including training on ethical decision-making and processes for reporting and resolution ofethics issues), and expanded incentive compensation risk management program; andExpanding the audit and examination committee's ("AEC") oversight responsibilities for legal and regulatorycompliance to include the Company’s compliance culture, the AEC will continue to oversee operational riskprogram and all operational risk types, including conduct risk, as well as complaints and allegations related toaccounting, internal accounting control, and auditing matters.

Assessment plans to evaluate the adequacy of changes instituted over time:

Page 7 of the Company's most recent proxy statement provides information on its ongoing assessment plans, whichinclude:

The Rebuilding Trust Office will help monitor whether the Company us complying with its regulatory consentorders and achieving its objectives;The Office of Ethics, Oversight, and Integrity will monitor alignment of behavior with the Company's Vision andValues and Code of Ethics and Business Conduct;The Company has established stronger controls and will monitor its new retail bank compensation plan for anyunintended outcomes or behaviors, and will make changes as needed; andThe board, including the risk committee and human resources committee, will receive reporting from theRebuilding Trust Office and Office of Ethics, Oversight, and Integrity, respectively, on the Company's efforts andprogress in achieving its objectives.

Other steps to rebuild trust with key stakeholders-regulators, customers, and shareholders:

The Company is expanding its website disclosure to centralize information about environmental, social, and governanceissues, including actions the Company is taking in connection with the retail banking sales practice issue. In developingthis portion of its website, the Company states that it took into account feedback from the proponents, includingrepresentatives of the Interfaith Center on Corporate Responsibility, and other investors and stakeholders. The Companyhas also taken the following actions:

Raised the minimum wage base range for entry-level team members to $13.50 – $17.00 per hour;Expanded the “Raise Your Hand” initiative, encouraging team members to speak up when they see somethingunethical or if they have an idea to help reduce risk;Established a process — in addition to the existing termination appeal review — enabling former team members torequest a review of their termination decision;Established a special recruiting team to assist former team members who remain eligible for rehire, and to identifyopportunities for reemployment with the Company;

WFC April 25, 2017 Annual Meeting 29 Glass, Lewis & Co., LLC

Conducting a Conversations Tour for Company leaders to address concerns of team members in communitiesacross the U.S. and to collect their thoughts on how to build a better Company for the future; andLaunching a holistic approach to hiring and recruiting to better ensure the Company has the highest quality teammembers.

INDEPENDENT DIRECTORS SALES PRACTICES INVESTIGATION REPORT

In addition to the aforementioned disclosure, on April 10, 2017, the Company released its findings of its IndependentDirectors of the Board Sales Practices Investigation Report. As described in more detail in Proposal 1, this 113-pagereport details the investigative process, the key factual findings and conclusions of the independent directors. In addition,the report details the facts and circumstances that form the basis of the findings, conclusions, and certain of the remedialsteps undertaken to address them, organized around the functional areas of the Company that had substantive contactwith the community bank's sales practice issues, including the community bank itself, senior management, variousCompany control functions and the board.

RECOMMENDATIONWe recognize the proponent's concerns following the revelation of the sales practices incidents in late 2016. However, webelieve that the Company already provides voluminous reporting on the root causes of the fraudulent activity and thesteps taken to improve risk management and control processes. Moreover, the Company has recently published a reportthat details the findings of the investigation conducted by the independent directors of the board. We are unconvinced thatadditional reporting beyond that the Company already produces and would add meaningfully to shareholders'understanding of what caused these issues and the actions the Company has taken in response. We believe theCompany's current disclosure is comprehensive and easily accessible by shareholders and stakeholders. As such, we donot believe that the proponents have clearly articulated or sufficiently demonstrated why the Company's current disclosurewith respect to these issues is deficient or that adoption of this resolution would be a material improvement on thedisclosure already provided by the Company. Given the severity of the issues faced by the company in response to issuesrelated to its sales practices, we believe that shareholders should continue to monitor the Company's actions anddisclosure with respect to how it is mitigating future related risks. However, at this time, we are unconvinced thatadditional reporting would benefit shareholders.

We recommend that shareholders vote AGAINST this proposal.

WFC April 25, 2017 Annual Meeting 30 Glass, Lewis & Co., LLC

6.00: SHAREHOLDER PROPOSAL REGARDING CUMULATIVEVOTING AGAINST

PROPOSAL REQUEST: That the Company adopt cumulative voting for directorelections

SHAREHOLDER PROPONENT: Gerald R. Armstrong

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - Not in the best interests of shareholders

GLASS LEWIS REASONINGThe Company has adopted majority voting standard for uncontested elections, plurality voting standard for contestedelections and a director resignation policy; and Cumulative voting may not be compatible with majority voting and in an extreme cases could lead to one or more directors notbeing elected due to insufficient support, potentially leaving detrimental vacancies on the board.

PROPOSAL SUMMARYText of Resolution- That the shareholders of WELLS FARGO & COMPANY request its Board of Directors to take stepsnecessary to provide for cumulative voting in the elections of directors, which means that shareholders may cast anaggregate number of votes equal to the number of shares held, multiplied by the number of directors to be elected andcast all of those votes for one or more nominees, thus permitting holders of less than a majority of the outstanding sharesof voting stock to achieve proportionate representation on the Board of Directors.

Proponent's Perspective

Last fall, the Company's board admitted its several problems andabandoned the dual chair/CEO role and appointed an“independent” chair and vice-chair;The board finally realized the seriousness of the issues andimpact of paying $210,000,000 in fines;The Company increased high-end estimates of reasonablypossible litigation losses to $1,700,000,000;Although some directors may claim to be independent, they maynot have given their full faith in being independent and thepresence of an outsider on the board asking the right questionscould cause greater awareness of issues before the board;The "lap-dog" conduct by board members should be replaced bya “growling Doberman” on governance matters, executivecompensation, auditing and reporting standards, and the currentattitude of “in management we trust;”An independent director on the board of Enron might have madeEnron a name and not a number in the bankruptcy court; andCorporate governance practices at the Company should beimproved, and tenure of directors should be reviewed, and thecurrent system must be expanded to allow shareholders a morereasonable way to elect a director of their own choosing.

Board's Perspective

The Company’s current system for electing directors, combinedwith its strong governance structure, including a majority vote fordirector elections, proxy access rights, the composition of theboard and its committees and its independent chair and vicechair, provides effective board accountability, responsiveness toshareholders, and best ensures that director elections reflect thewill of a majority of shareholders;Cumulative voting in director elections is unnecessary in light ofthe Company’s existing governance model and governancepractices which ensure that shareholders have a meaningfulvoice in the selection of directors who represent and areaccountable to all shareholders;The Company has a single class of voting stock with each shareentitled to one vote so that all shareholders have an equal votebased on the number of shares they own;Directors are elected annually, and shareholders vote on theentire board each year;In an uncontested election, directors are elected by a majorityvote, while in a contested election they are elected by a pluralityvote with the nominees receiving the highest number ofaffirmative votes for the available directorships being elected;An eligible shareholder (or a group of up to 20 shareholders)who has owned 3% of the Company’s stock for 3 years may,pursuant to the Company’s By-Laws, nominate up to the greaterof 2 directors and 20% of the Board;Except for Mr. Sloan, all director nominees are independentunder NYSE and the Company’s director independencestandards, including the independent chair and independent vicechair;The Company's governance nominating committee consistssolely of independent directors;Shareholders have the right to call special meetings and act bywritten consent;Cumulative voting in director elections is inconsistent with theone share, one vote principle the Company has followed since itsfounding in 1929;Cumulative voting could result in the election of directors whopursue a narrow and self-interested agenda of a shareholdergroup holding a small minority interest in the Company to the

WFC April 25, 2017 Annual Meeting 31 Glass, Lewis & Co., LLC

detriment of the Company’s other shareholders;Under the proposal, in an uncontested director election eachshareholder could allocate or “cumulate” votes for a singlenominee, resulting in the election of one or more directors whodo not have the support of a majority of shareholders, conflictingwith the purpose of a majority vote;The ability to cumulate votes for a single nominee could result inthe election of directors who are conflicted in their allegiance tothe group responsible for their election and their duty of loyaltyto all shareholders; and The election of directors who represent separate shareholdergroups with divergent interests could lead to a fragmented boardand impair its members’ ability to work together effectively for allshareholders.

GLASS LEWIS ANALYSISGlass Lewis believes that cumulative voting generally operates as a safeguard for shareholders by ensuring that thosewho hold a significant minority of shares are able to elect a candidate of their choosing to the board. This procedureallows the creation of boards that are more responsive to all shareholders, rather than simply to large or controllingshareholders. However, cumulative voting may not be compatible with the majority voting standard adopted by theCompany. In an extreme case this could lead to one or more directors not being elected due to insufficient support,potentially leaving detrimental vacancies on the board. Vacancies in key positions could confound the Company's ability tocomply with certain listing rules or applicable SEC regulations. A situation such as this could be exacerbated by theNYSE's amendment to Rule 452, which now no longer permits broker discretionary votes in routine director electionswhere, further, directors may be subject to "Vote No" campaigns. While we strongly support the granting to shareholdersof a more meaningful voice in the election of directors, we recognize that the implementation of Rule 452 may furthercomplicate the compatibility between majority and cumulative voting provisions.

Given that this rule change is now in effect and that the Company has adopted a majority voting standard for the electionof directors, we do not believe that support for this proposal is prudent at this time.

We recommend that shareholders vote AGAINST this proposal.

WFC April 25, 2017 Annual Meeting 32 Glass, Lewis & Co., LLC

7.00: SHAREHOLDER PROPOSAL REGARDING STUDYSESSION TO ADDRESS DIVESTITURE OF NON-COREBANKING ASSETS AGAINST

PROPOSAL REQUEST: That the Company conduct a studies to address whetherthe divestiture of all non-core banking business segmentswould enhance shareholder value

SHAREHOLDER PROPONENT: Bartlett Naylor

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - Not in the best interests of shareholders

GLASS LEWIS REASONINGGiven that the proponent has not sufficiently demonstrated that issues related to the Company's business strategy are currentlybeing overlooked by the board, we believe that adoption of this proposal is unnecessary at this time.

PROPOSAL SUMMARYText of Resolution- Resolved, that stockholders of Wells Fargo urge that:

1. The Board of Directors conduct a series of study sessions, ideally organized and led by an independent director, toaddress whether the divestiture of all non-core banking business segments would enhance shareholder value, andwhether it should divide into a number of independent firms.

2. The Board shall attempt to report publicly on its analysis to stockholders no later than 300 days after the 2017Annual Meeting of Stockholders, and confidential information may be withheld.

3. In carrying out its evaluation, the Board should consider retaining, at reasonable cost, independent legal,investment banking and other third party advisers as the Board determines is appropriate.

For purposes of this proposal, “non-core banking operations” mean operations that are conducted by affiliates other thanthe affiliate the corporation identifies as Wells Fargo Bank, NA, which holds the FDIC Certificate No 3511

Proponent's Perspective

The financial crisis that began in 2008 underscored potentiallysignificant weaknesses in the practices of large, inter-connectedfinancial institutions such as the Company;As the financial crisis unfolded in 2008, the Company's stock fellfrom $37 on September 1, 2008, to $12 on February 1, 2009;The financial crisis revealed that some banks were “too big:” “toobig to fail,” in which their creditors were guaranteed; “too big tojail,” as Attorney General Holder confided that true justice for amega-bank would lead to grave collateral consequences (leavingshareholder-funded fines as the chief penalty); and they were“too big to manage;”At the Company, roughly 5,300 employees of the communitybanking division perpetrated a massive fraud whereby theycreated some 2 million accounts for unwitting customers;Rather than sanction the community banking chief executive, theCompany celebrated her tenure with a $125 million retirementpackage;Rather than acknowledging a management break-down related tothe fraud, CEO John Stumpf blamed a minority of bad employeesclaiming that there was no reason or incentive for the employeesto commit the fraud;The proponents believe that in claiming employees had noreason to commit fraud, CEO John Stumpf effectively argues thathis firm is so large as to be unmanageable;This proposal, which should not be seen as prescriptive, merelyurges an independent study;Study is the bedrock of all investment decisions, a principle

Board's Perspective

The board’s independent oversight, regularly assesses itsbusiness activities in connection with the development andreview of the Company’s strategy;The Company’s diversified business model is a significant partof its strategy and vision of satisfying its customers’ financialneeds and helping them succeed financially;The Company continues to reduce non-core businessesconsistent with its strategic reviews and assessment of theCompany’s risk appetite with the board;Given the Company and board’s ongoing reviews of its businessstrategy, as well as its interaction with investors regarding itsstrategy, the proponent’s request is unnecessary;The proposal requests that our the board conduct a series ofstudy sessions on whether divesting all “non-core bankingoperations” would enhance shareholder value;In the proposal, “non-core banking operations” are defined asoperations that are conducted by affiliates other than the affiliatethe corporation identifies as Wells Fargo Bank, N.A., which holdsthe FDIC Certificate No 3511;Management, with the board’s independent oversight, regularlyassesses business activities in support of the development andreview of the Company’s strategy, including whether itsbusinesses remain consistent with our strategy;The board is committed to the growth and development of theCompany and enhancing shareholder value;The board and management have implemented a strategicframework designed to generate value for its shareholders,customers, and communities;The Company regularly evaluates with the board its business

WFC April 25, 2017 Annual Meeting 33 Glass, Lewis & Co., LLC

subscribed to by virtually all professional investors;The Ontario Teachers Pension Plan states that their responsibleinvesting approach includes consideration of a broad range offinancial and non-financial factors;Private equity firm Vestar Capital Partners states that they valuetransparency; andThe Company's board should consider, given the urgency of itsmanagement problems, a study of whether it might more likelyremain on the right side of the law under a trimmer organizationalstructure.

activities against its strategy and risk appetite;The Company’s balanced, diversified business model hasgenerated consistent financial performance in an uneveneconomic environment and solid returns for shareholders;In 2016, the Company generated $21.9 billion of net income, areturn on equity of 11.49% and returned $12.5 billion in capital toshareholders;The synergy amongst the Company’s subsidiaries strengthensits ability to better satisfy customers’ financial needs, andsupports the success of the Company’s diversified businessmodel;Since the Company acquired Wachovia Corporation onDecember 31, 2008, it eliminated more than 1,200 redundant,dormant or inactive subsidiaries, and have taken, and continueto take, steps to streamline operations;Over the last few years, the Company has exited certainnon-core businesses and products;The Company has executed a number of divestures designed tosimplify its structure, reduce complexities, and enable greaterfocus on core businesses and products;Two of the Company's divestitures include the sale of itsWarranty Solutions business, its market leading crop insurancebusiness, and its Health Care Benefits business;On December 1, 2016, the Company divested its global fundadministration business;The Company's divestitures are evidence of its willingness toexit profitable businesses and products that are inconsistent withits strategy or risk appetite;The board is engaged in the development and monitoring of theCompany’s strategic plan, which includes streamlining itsoperations and exiting non-core businesses and products thatare not consistent with its strategy;Management, along with the Company's independent chair, haveregular discussions with the Company's shareholders regardingthe Company’s strategy and focus on long-term shareholdervalue;Company - shareholder interactions and engagements helpinform the Company's strategy; andThe Company's current strategy, with the board’s independentoversight, and the actions the Company has taken to simplify itsbusiness activities and to strengthen the Company, areappropriate and effective for the Company.

GLASS LEWIS ANALYSISWe view specific attention to issues related to business strategy, asset allocation and the strategic sale of assets as afunction of a board's primary and fiduciary responsibilities to shareholders. However, the proponent appears to provide noevidence of lapses in oversight or failings on the part of the Company that would lead to suspicions that opportunities forthe strategic sale of Company assets were not being considered throughout the Company's operations, including at theboard level. We believe that, in this case, that mandating that the Company undertake a study to address whether thedivestiture of all non-core banking business segments would not be an efficient use of Company resources and thatadoption of this proposal would not benefit shareholders.

We recommend that shareholders vote AGAINST this proposal.

WFC April 25, 2017 Annual Meeting 34 Glass, Lewis & Co., LLC

8.00: SHAREHOLDER PROPOSAL REGARDING GENDER PAYEQUITY REPORT FOR

PROPOSAL REQUEST: That the Company prepare a report disclosing its goalsand policies to reduce the gender pay gap

SHAREHOLDER PROPONENT: Arjuna Capital, on behalf of JuliaBamburg and Judith Bamburg, astrustees of the Harold B. BamburgRevocable Trust

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: FOR - Increased disclosure would allow shareholders to fully understand the steps the Company is taking to ensure equitable compensation

GLASS LEWIS REASONINGThe Company has not disclosed sufficient information on the steps the Company is taking to ensure that womenare receiving equitable compensation; andNot only can inequitable compensation cause workplace dissatisfaction, lost productivity and high turnover, payinequity can result in expensive and time-consuming lawsuits for the Company.

PROPOSAL SUMMARYText of Resolution: Resolved: Shareholders request Wells Fargo prepare a report by October 2017, omitting proprietaryinformation and prepared at reasonable cost, on the Company’s policies and goals to reduce the gender pay gap.

The gender pay gap is defined as the difference between male and female earnings expressed as a percentage of maleearnings (Organization for Economic Cooperation and Development).

Supporting Statement: A report adequate for investors to assess the Company's strategy and performance wouldinclude the percentage pay gap between male and female employees, including base, bonus and equity compensation,policies to address that gap, and quantitative reduction targets.

Proponent's Perspective

The median income for women working full time in the UnitedStates is reported to be 79% of that of their male counterparts, a$10,800 disparity that can add up to nearly half a million dollarsover the course of a career;The gender pay gap for African American and Latina women iswider than average at 60% and 55% respectively; At the currentrate, women will not reach pay parity until 2059;A 2016 Glassdoor study finds an unexplained 6.4% gender paygap in the financial industry after statistical controls, among thehighest of industries examined;Data from the Bureau of Labor Statistics reveals female financialadvisers faced a 61.3% pay gap in 2014, the widest ofoccupations reviewed;Women make up over half of entry-level positions in finance, yet a2016 Oliver Wyman study finds it will take until 2048 to reach 30%female executive committee representation;Mercer finds female executives are 20-30% more likely to leavefinancial services careers than in any other industry;At the Company, approximately 57% of its employees are women,but women account for only 27% of leadership;A large body of evidence suggests diversity in leadership leads tobetter performance;The business case for the advancement and promotion of womenis compelling and companies with highly diverse executive teamshave been found to have higher returns on equity, earningsperformance, and stock price growth;Best practices to address the advancement and promotion ofwomen include tracking and eliminating gender pay gaps;Mercer finds actively managing pay equity is associated withhigher current female representation at the professional throughexecutive levels and a faster trajectory to improvedrepresentation;Regulatory risk exists as the Paycheck Fairness Act is pending

Board's Perspective

The Company values and promotes diversity and inclusion inevery aspect of its business and at every level of itsorganization, and is committed to ensuring that it does notdiscriminate pay on the basis of gender; The Company already has processes and procedures, includingan annual pay equity analysis conducted by outsidecompensation experts, designed to ensure that it applies its paypractices consistently; The Company is committed to continuing to conduct pay equityreviews, to taking appropriate actions to ensure the Company’scompensation is fair and equitable, and to continuing to enhanceits processes; The Company provides disclosure of its policies and commitmentto reduce the gender pay gap;The Company’s commitment to diversity, including genderdiversity, starts with its board where 33% of its director nomineesare women; The Company has a strong record of recruiting, promoting, andrewarding women at all levels of the Company;A large percentage of the Company’s team members, officers,and managers are women; To attract and retain talented team members, the Companyoffers a total compensation package, including salary, benefits,and incentive pay opportunities, that is competitive with thoseoffered by its key competitors in the businesses and markets inwhich it operates;The Company’s compensation program is designed to be

WFC April 25, 2017 Annual Meeting 35 Glass, Lewis & Co., LLC

before Congress;The Equal Employment Opportunity Commission has proposedrules requiring wage gap reporting;California, Massachusetts, New York and Maryland have passedsome of the strongest equal pay legislation to date;Academic research attributes salary inequalities to severalfactors–from outright bias to women failing to ask for raises;A Harvard University economist concluded the gender pay gapstems from women making less in the same jobs and as much as40% of the wage gap may be attributed to discrimination; andS&P 500 companies including Intel, Apple, Expedia, and eBayhave publically reported and committed to gender pay equity.

The proponent has provided additional information concerning its rationalefor this proposal.

consistent with its four compensation principles of paying forperformance, fostering a risk management culture, attracting andretaining top talent, and encouraging the creation of long-termshareholder value; The Company is committed to ensuring that it does notdiscriminate on the basis of gender in its compensationprograms;Each year, the Company engages a third party consultant toconduct a thorough pay equity statistical analysis to compare thecompensation of men and women performing similar work toensure its pay practices are applied consistently and fairly; The third party consultant reviews the Company’s pay levels andmakes recommendations for improvement, and then theCompany proactively address any areas of inconsistencyidentified by making the appropriate pay adjustments; The board’s human resources committee oversees theCompany’s pay equity reviews, and other human capitalmanagement practices, including talent management,succession planning, and diversity and inclusion initiatives; and The steps the Company is taking to promote pay equity andprovide disclosure regarding its policies and commitment toreduce the gender pay gap are responsive to the proposal.

GLASS LEWIS ANALYSISREGULATIONS CONCERNING GENDER PAY EQUITY

The gender pay gap is generally defined as the difference between male and female earnings. According to the U.S.Census Bureau, the average gender pay gap in the U.S. is approximately 21%, meaning that a woman earns, onaverage, 21% less than her male counterparts (Snoam Sheth, Skye Gould. "5 Charts Show Much More Men Make ThanWomen." Business Insider. March 8, 2017). As of 2016, the World Economic Forum ranked the U.S. in 66th place out of144 countries for "wage equality for similar work."

The issue of gender pay inequality has received increasing attention as former President Obama has cited this paydisparity figure as an "embarrassment" and called for the passage of the Paycheck Fairness Act ("the Act") (Michael D.Shear, Annie Lowrey. "As Obama Spotlights Gender Gap in Wages, His Own Payroll Draws Scrutiny." New York Times.April 7, 2014; Devin Dwyer. "President Obama Vows Zero Tolerance on Gender Wage Gap." ABC News. April 8, 2014).However, the support of gender pay equity legislation remains unclear under the Trump administration. Regarding theissue of equal pay, President Trump has remarked that while he supports the concept of equal compensation for equalwork, he has appeared skeptical of the idea that men and women who performed the same jobs were making differentsalaries. President Trump has stated, however, that if women "do the same job, they should get the same pay," though healso noted that such equality would be difficult to implement as a matter of public policy (Charlotte Alter. "Here's WhatDonald Trump Thinks About Women's Issues." Time. August 5, 2016).

Prior to the Trump administration, however, there were a number of legislative attempts at narrowing the gender pay gap.For example, the Fair Paycheck Act act was designed to provide greater wage transparency, more accountabilitymeasures for businesses who would need to justify pay grade differences beyond gender difference and protectiveinitiatives for employees who identify and draw attention to gender-based wage discrimination. In September 2014, the Actfailed to pass in its fourth attempt in Congress (Lauren Spurr. " Senate Republicans Block Paycheck Fairness Act." MSNBC. September 16, 2014). However, the act was reintroduced into the House in March 2015, and the ObamaAdministration continued to support its measures, which would protect women from retaliation when they seek equal pay(Camila Domonoske. "To Shine a Light on Salary Gaps, Obama wants Companies to Disclose Pay Data. " NPR. January29, 2016). Despite its past failures in Congress, the issue of gender pay is still at the forefront of many politicians'agendas. For example, Nebraska Senator Deb Fischer introduced two pieces of legislation addressing paid leave and payequity in February 2017. The pay equity bill would forbid employers from retaliating against or firing women for seeking tofind out more about overall workplace salaries (Helaine Olen. "This Republican Senator’s Paid Family Leave Plan ActuallyMakes Donald Trump’s Look Generous." Slate. February 9, 2017). Further, at the beginning of former President Obama'spresidency, he signed into law the Lilly Ledbetter Fair Pay Act, making it easier for women to challenge discriminatorypay. In addition, former President Obama used his executive power to mandate reporting of salary data that includesemployees' gender for companies with more than 100 employees to the EEOC as part of their already-manded reporting

WFC April 25, 2017 Annual Meeting 36 Glass, Lewis & Co., LLC

to the agency (Julie Davis. " Obama Moves to Expand Rules Aimed at Closing Gender Pay Gap." New York Times.January 29, 2016). However, many companies are already required to provide such reporting; in 2014 President Obamasigned two executive orders, one of which required the Labor Department to collect statistics on pay for men and womenat companies who contract with the federal government. The other executive order barred these federal contractors fromretaliating against employees who discuss their salaries (Peter Baker. " Obama Signs Measures to Help Close GenderGap in Pay." New York Times. April 8, 2014). However, given that these are executive orders and not legislativelymandated provisions, it is possible for President Trump to easily overturn these measures. As such, it is unclear as towhat will happen with the enforcement of these executive orders going forward.

Some states are also addressing gender pay gap issues through state regulations. For example, the California Fair PayAct, signed in October 2015, is considered to be one of the most stringent in the U.S. (Patrick McGreevy, Chris Megerian"California Now Has One of the Toughest Equal Pay Laws in the Country." Los Angeles Times. October 6, 2015). In fact,in the absence of legislation by the U.S. Congress and the new Trump administration, bills to address the gender pay gaphave been introduced in at least 18 states during 2017. In addition, a number of cities, including Alexandria, Virgina, NewOrleans and Sacramento, have taken steps to address the gender pay gap (Teresa Wiltz. "States Struggle to Close TheirOwn Gender Pay Gaps." PBS. February 19, 2017).

Internationally, a number of countries have enacted legislation aimed at narrowing the pay gap, as this is an issueexperienced on a global level. As an effort to mitigate this disparity, in the UK, businesses with more than 250 employeeswill be required to publish the details of their gender pay gap. Further, under these plans, in April 2018, the governmentwill begin to publish a series of tables detailing the best and worst companies in each sector (Steven Swinford. " GenderPay Gap League Tables to 'Name and Shame' Companies." The Telegraph. February 12, 2016). Additionally, in Seoul,South Korea, the government has increased spending to promote gender equality and has emphasized the importance ofequal pay for equal work in its Equal Employment and Support for Work-Family Reconciliation Act (Elaine Moore. "GenderPay Gap Shows Little Sign of Closing." Financial Times. February 24, 2014). Further, Iceland just became the first in theworld to require firms to prove equal pay regardless of gender, ethnicity, sexuality, or nationality. The government willintroduce legislation to parliament in March 2017 to require "employers with more than 25 staff to obtain certification toprove they give equal pay for work of equal value" (Jil Lawless. "In World First, Iceland to Require Firms to Prove EqualPay." Associated Press. March 8, 2017).

GENDER PAY EQUITY IN THE FINANCE SECTOR

A Council of Economic Advisers ("CEA"), an agency within the Executive Office of the President, report notes that thegender gap is especially large in the finance sector, particularly among financial services sales agents (where the gap is48%) and personal financial advisors (41%). This inequality is also prevalent in other markets. For example, in Australia,occupations in the financial and insurance services were reported to have the highest gender pay gap (30%). However,Australian companies in this industry were also reported to have the largest proportion of companies that have conducteda gender pay gap analysis. A 2015 UK report found an even higher gender pay gap for UK employees in the financial andinsurance roles; in these industries, women earn almost 40% less than men. Given this disparity in the Company's field,we believe that attention should be paid to ensure pay equity throughout the organization to ensure both workersatisfaction and retention.

LEGAL RAMIFICATIONS OF GENDER PAY DISPARITY

A failure to adequately consider the issue of gender equity regarding pay, promotion and other employment policies caninflict, at a minimum, reputational damage on companies and may dramatically affect shareholder value. For example, in2010, Wal-Mart was faced with the largest class-action employment lawsuit in U.S. history over alleged gender bias inpay and promotions. The plaintiffs alleged that the firm's centralized structure facilitates gender stereotyping anddiscrimination, and sought back pay and punitive damages against Wal-Mart (Bill Mears. " Court: Wal-Mart Gender PayLawsuit can go to Trial ." CNN. April 26, 2010). Further, AstraZeneca, a large pharmaceutical firm, agreed to pay$250,000 to settle a sex discrimination lawsuit by 124 women who claimed they were subjected to pay discrimination whileworking at the firm ("Pharmaceutical Giant AstraZeneca Agrees to Pay $250,000 to Settle Sex Discrimination LawsuitBrought by US Labor Department." U.S. Department of Labor. June 6, 2011). More recently, Goldman Sachs faced adiscrimination lawsuit by a group of women who claimed that the firm has a "culture of discrimination" and that women vicepresidents at the firm earned 21% less than male colleagues, and female associates made 8% less than their malecounterparts (Bob Van Voris. " Goldman Takes Key Step to Toss Group Discrimination Lawsuit." Bloomberg. March 10,2015). A number of technology companies have also been the subject of recent sex discrimination lawsuits. A formerTwitter engineer has also filed a gender discrimination lawsuit alleging that promotion opportunities at Twitter are deniedto women due to arbitrary promotion policies that unlawfully favor men, while a further gender discrimination lawsuit is alsoin progress at Twitter (Jack Linshi. " Twitter Faces Gender Discrimination Lawsuit by Former Female Engineer." Time.

WFC April 25, 2017 Annual Meeting 37 Glass, Lewis & Co., LLC

March 22, 2015).

Narrowing a company's pay gap, even without facing a lawsuit, can be an expensive endeavor. For example, MarcBenioff, CEO of Salesforce.com, announced that he spent approximately $3 million in one year in order to bring thesalaries of female employees up to the level of their male counterparts. Although Benioff stated that he was initiallyskeptical that his organization had any sort of gender wage gap, he determined to commission an internal review of his17,000 employees. However, it is unclear what the size of the average salary adjustment was, or how many employeeshad their salaries changed (Bourree Lam. " One Tech Company Just Erased Its Gender Pay Gap." The Atlantic.November 10, 2015).

COMPANY DISCLOSURE

The Company dedicates a portion of its website to diversity and inclusion, citing its commitment to gender diversity. TheCompany's diversity and inclusion strategy and priorities are developed by the enterprise diversity and inclusion councilled by CEO and President Timothy Sloan, and comprised of leaders across the company, regional and local councilswhich help implement the policies and programs. The Company also has a corporate responsibility committee of theboard which oversees diversity initiatives, among other corporate social responsibility issues. In the Company's 2015corporate social responsibility report it provides data on workforce diversity by gender, ethnicity, and job category but doesnot present any information pertaining to wages (pp.19-20). In response to this shareholder proposal regarding genderpay equity, the Company states that it annually engages "a third party consultant to conduct a thorough pay equitystatistical analysis to compare the compensation of men and women performing similar work to ensure [its] pay practicesare applied consistently and fairly." The Company states that its consultant reviews its pay levels and makesrecommendations for improvement, which the Company then takes into consideration to proactively address any areas ofinconsistency identified by making the appropriate pay adjustments. These pay equity reviews, as well as other diversityand inclusion initiatives, are overseen by the board's human resources committee (2017 DEF 14 p.94).

PEER DISCLOSURE

Peer company Bank of America Corporation (NYSE: BAC) describes its efforts to connect "women to economicadvancement in the U.S. and around the world" and provides information pertaining to economic issues faced by womenincluding gender equity and access to capital. The bank provides a link to its report Women, the World's GreatestEmerging Market which includes information on the global gender gap and what companies like Bank of America aredoing in response. Bank of America also provides a landing page on diversity and inclusion where it discusses itsinclusive recruiting practices, employee networks, and global partnerships and recognition; Bank of America cites that itsworkforce is 56% female. Bank of America also provides its equal employment opportunity and affirmative actionstatement and in its 2015 environmental social governance report provides workforce demographic data by gender, race,and job category (p.92). The report also discusses its women leadership programs, hiring practices promoting diversity,and initiatives to empower women across its supply chain. Diversity strategy and inclusion goals are overseen by Bank ofAmerica's global diversity and inclusion council, chaired by CEO Brian Moynihan and its global diversity and inclusionorganization oversees its strategy and implementation (p.41). Despite its disclosure concerning gender equity andexpanding the economic opportunities of women, it does not provide any specific metrics, policies, or goals concerninggender pay equity. However, in response to a similar proposal at its 2017 annual meeting, Bank of America states that its"human resources team, company leadership and Board have established policies and practices that are appropriate inlight of [its] size and the diverse of [its] business to help guide pay decisions accordingly." Bank of America further statesthat it has "implemented procedures to monitor and manage these policies and practices, to avoid unconscious bias, andto identify and address outliers so that [its] pay practices are fair and consistently applied." Bank of America states that ituses a "robust inspection process with an independent consulting firm for gender wage equity," which it gives the firm theopportunity to make appropriate pay adjustments before year-end compensation decisions are made (2017 DEF 14A,p.71). However, we were unable to find more information on these policies on Bank of America's website.

Peer company JP Morgan Chase & Co. (NYSE: JPM) states its commitment to diversity and inclusion and providesinformation on its diversity initiatives and opportunities. In JPMorgan's 2015 environmental, social and governancereport it states that its employees are 51% female and 30% of them are in senior leadership positions (p.14) andparticipates in the Bloomberg Financial Services Gender Equality Index but does not provide specific metrics regarding itsworkforce or pertaining to wages. JPMorgan also has a Women on the Move program to explore challenges that womenface in the workplace and provides links to stories discussing gender issues including pay equity. JPMorgan also hassponsored or produced reports on various aspects of the gender wage gap, including one on narrowing the wage gap byimproving women's access to good middle-skill jobs and another comparing "the skills required for various lower-paid,female-dominated jobs to those required for higher-paying, male-dominated occupations and identifies ways in which

WFC April 25, 2017 Annual Meeting 38 Glass, Lewis & Co., LLC

women can develop their existing skills and interests to move into higher paying jobs in these growth sectors." However,JPMorgan does not appear to discuss the gender pay equity gap in terms of differing compensation for equal work or interms of its own Company.

Further peer Citigroup Inc (NYSE: C) provides information concerning diversity on its website where it states its strategyand commitments to diversity and provides links to its diversity initiatives and annual diversity report. In the Citigroup'smost recent 2015 diversity report, it provides employee demographic information disclosing the number, ethnicity, andgender of employees pertaining to job category (p.5). The report also includes information about theCitigroup's commitment, strategies, and goals pertaining to workforce diversity and states that its global diversity officesets its polices, practices, and priorities and its diversity operating committee, made up of senior diversity humanresources leaders, ensures and advances Citigroup's policies and programs (p. 2). The report also details theCitigroup's internal leadership programs for women and minorities and other initiatives to promote diversity in its globaloperations. However, this report does not appear to meaningfully address issues related to pay equity. With respect to payequity, the Citigroup has a compensation philosophy policy, but it does not address issues of wage disparity. Citigroupstates that its compensation objectives outlined in its compensation philosophy policy have been developed and approvedby the personnel and compensation committee of the board. Citigroup does not have a policy pertaining to gender payequity nor provide any disclosure regarding employee compensation pertaining to gender. It appears that the onlyreference that Citigroup makes to equal pay is in its 2015 global citizenship report regarding its commitment to humanrights and is guided by principles such as those in the UN Universal Declaration of Human Rights and the InternationalLabour Organization (ILO) Core Conventions regarding "equal pay and nondiscrimination in the workforce." However, itdoes not appear that the Citigroup has elaborated on its efforts to uphold this convention.

Overall the Company is on par with its peers regarding gender pay equity initiatives and disclosure; none of thecompanies provide information on gender pay equity or goals on their websites or in any place other than in response tosimilar resolutions. However, when considering the Company and its select peers' response to this and similarresolutions, we find the Company and Bank of America lead their peers. Both the Company and Bank of America havestated that they undergo a regular evaluation of employee salaries to ensure that gender pay gaps are addressed andclosed.

RECOMMENDATIONUpon review, it appears that the Company has disclosed some information concerning how it is addressing gender payequity and leads its peers in this regard. The Company states in response to this proposal that it is "providing disclosureon [its] policies and commitment to reduce the gender pay gap" (2017 DEF 14A, p.93). However, outside of its response tothis proposal, were unable to find any other information on the Company's website or filings that contained similarinformation, though we were able to find significant information concerning the Company's diversity initiatives and thesteps it takes to ensure that it is hiring and promoting women throughout the organization. However, outside of theinformation provided in response to this proposal, this information does not include any information on the steps theCompany is taking to ensure that, once these women are hired and promoted, they are receiving equitable compensation.Issues of ensuring a diverse workforce and of ensuring that there is not a pay disparity for that diverse workforce areseparate and should not be confused. According to a recent study by Council of Economic Advisors, there does notappear to be a strong relationship between the size of the gender pay gap and either the percentage of women in thatoccupation or its median weekly wage. As such, efforts to simply increase diversity at an organization likely will not affectthe pay gap at the organization. Therefore, we do not believe that the Company has provided sufficient information on thisissue.

We recognize the proponent's concerns regarding the gender pay gap. Not only can inequitable compensation causeworkplace dissatisfaction, lost productivity and high turnover, pay inequity can result in expensive and time-consuminglawsuits for the Company. Further, there has been a growing recognition by state and local regulators concerning thegender pay gap. For example, as of October 2015, California (where the Company is headquartered) has one of thestrictest pay equity laws in the country. Additionally, as has been seen at other companies, allegations of pay inequityhave resulted in expensive and reputationally damaging lawsuits. Moreover, issues related to gender pay equity cancreate significant competitive concerns, as those companies who are able to demonstrate and who have taken steps tonarrow the gender pay gap are better situated to both retain and attract employees. Most importantly, however, theCompany provides significant information concerning its initiatives to ensure that it promotes and maintains a diverseworkforce. However, the Company does not provide sufficient information on this key aspect of this issue. As such, webelieve that providing information concerning the steps the Company is taking to address these issues outside of itsresponse to this proposal would benefit the Company and its shareholders.

WFC April 25, 2017 Annual Meeting 39 Glass, Lewis & Co., LLC

We recommend that shareholders vote FOR this proposal.

WFC April 25, 2017 Annual Meeting 40 Glass, Lewis & Co., LLC

9.00: SHAREHOLDER PROPOSAL REGARDING LOBBYINGREPORT AGAINST

PROPOSAL REQUEST: That the Company provide an annually updated reportconcerning its lobbying activities and expenditures

SHAREHOLDER PROPONENT: The Nathan Cummings Foundation

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): 11% REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - Not in the best interests of shareholders

GLASS LEWIS REASONINGWe find the Company’s current political spending policies and level of disclosure to be reasonable and do notbelieve that the proponent has demonstrated that the Company's management of this issue is deficient to thedegree that warrants adoption of this proposal.

PROPOSAL SUMMARYText of Resolution- Resolved, the stockholders of Wells Fargo & Company (“WFC”) request the preparation of a report,updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbyingcommunications.

2. Payments by WFC used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each caseincluding the amount of the payment and the recipient.

3. WFC’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision making process and oversight for making paymentsdescribed in section 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general publicthat (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages therecipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbyingengaged in by a trade association or other organization of which WFC is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federallevels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on WFC’swebsite.

Proponent's Perspective

The proponents believe in full disclosure of the Company's directand indirect lobbying activities and expenditures to assesswhether the Company's lobbying is consistent with its expressedgoals and in the best interests of shareholders;The proponents encourage transparency in the use of corporatefunds to influence legislation and regulation, both directly andindirectly;The Company spent $12.79 million in 2014 and 2015 on federallobbying, not including lobbying expenditures to influencelegislation in states, where the Company also lobbies, butdisclosure is uneven or absent;The Company’s lobbying in the wake of the cross-selling scandalhas attracted media attention;The Company lists major trade association memberships (duesover $25,000), but some memberships aren’t disclosed;The Company serves on the board of the Consumer BankersAssociation and belongs to the Real Estate Roundtable, but doesnot disclose these memberships;The Company restricts its trade associations from using its

Board's Perspective

Active engagement in the legislative process is an important partof responsible corporate citizenship;The Company participates in public policy advocacy on issuesthat impact its business, and regularly communicates withgovernment policymakers, public officials and regulators at thelocal, state, and federal levels in order to protect and advancethe long-term goals and interests of the Company and itscustomers, team members, and shareholders;The Company does not participate in any “grassroots lobbyingcommunications” as defined in the proposal;The Company’s advocacy activities are overseen by its boardthrough its corporate responsibility committee, which reviews theCompany’s government relations activities and public advocacypolicies and programs and at least annually receives reportsfrom management on political and lobbying activities, includingpayments made to trade associations by the Company;The Company is already subject to, and complies with extensivefederal, state and local lobbying registration and reportingrequirements;

WFC April 25, 2017 Annual Meeting 41 Glass, Lewis & Co., LLC

payments for political contributions, but this does not coverpayments used for lobbying, leaving a serious disclosure gap, astrade associations generally spend far more on lobbying than onpolitical contributions;The Company does not disclose its trade association payments orthe amounts of those payments used for lobbying on its website;The proponents are concerned that the Company’s current lack oftrade association lobbying disclosure, coupled with negativepublicity from the false accounts scandal, presents reputationalrisk for the Company; andTransparent reporting would reveal whether Company assets arebeing used for objectives contrary to its long-term interests.

The Company discloses its federal lobbying activities quarterly tothe United States Congress and these reports are available toshareholders and the general public on the U.S House ofRepresentatives’ website;The Company also has a Government Relations CompliancePolicy that sets forth requirements for compliance andreputation risk management for its advocacy and lobbyingactivities;Pursuant to regulatory requirements and its GovernmentRelations Compliance Policy, the Company reports its advocacyand lobbying activities, including expenditures and the legislativeissues in which it is engaged, as well as those persons whoparticipate in its public advocacy programs, including teammembers and third parties;The Company provides information to shareholders and thegeneral public about its advocacy guidelines and politicalcontribution and engagement policies;The information on the Company’s website is updated asrequired under federal, state and local laws;Semiannually, the Company updates its disclosures on nationaland regional trade groups that receive more than $25,000 indues from the Company and its participation in ballot measuressuch as initiatives and referendums, constitutional amendments,and bond measures that impact the Company’s various lines ofbusiness;The Company participates in the legislative process in a mannerthat is consistent with sound corporate governance practices;The Company has been recognized as a “Trendsetter” with ascore of 94.3% in the 2016 CPA-Zicklin Index of CorporatePolitical Disclosure and Accountability for its political disclosureand accountability practices;On the Company’s website it provides information about itspolitical spending policies and activities, its participation in ballotmeasures, and memberships in, and dues paid to significantnational and regional trade groups; andThe requested report is unnecessary and the majority of theCompany’s shareholders have agreed with the board andrejected similar proposals in 2016, 2015, and 2013.

GLASS LEWIS ANALYSISCompanies should provide sufficient disclosure of the use of company funds for political purposes, including grants madeto politically active trade associations in order to allow shareholders to evaluate the use of such grants as well as theoversight provided over the making of such grants. Shareholders should evaluate whether benefits of the additionaldisclosure outweighs the burden to the company.

We believe that companies should consider their exposure to risk stemming from making corporate political expendituresand the nature of board oversight over such spending. Informative disclosure and a robust board oversight of politicalcontributions are important components of corporate accountability. In our view, a rigorous board oversight process canmitigate a company's legal, reputational and financial risks by ensuring that donations are made in accordance with federaland state laws, consistent with a company's stated values and will clearly lead to the protection or enhancement oflong-term shareholder value.

Given the dramatic increase in overall political spending and the Citizens United Supreme Court decision, investors,spurred by risk concerns, are increasingly seeking more information from companies about their political activities. Fordetailed information on corporate political spending, including the history, relevant regulation, various ways companiescontribute to political causes and empirical evidence regarding such spending, please see Glass Lewis' In-Depth:Corporate Political Spending.

When evaluating whether the report requested would benefit shareholders, Glass Lewis reviews the following information:(i) whether the disclosure provided by the Company is accessible and meaningful; (ii) the level of oversight afforded to theCompany's corporate political spending; (iii) how the Company's disclosure and oversight compares with that of its peers;and (iv) any risks to shareholder value as a result of the Company's corporate political spending.

COMPANY ANALYSIS

Company NameWells Fargo & Co.

(NYSE: WFC)

JPMorgan Chase & Co.

(NYSE: JPM)

Citigroup Inc.

(NYSE: C)

WFC April 25, 2017 Annual Meeting 42 Glass, Lewis & Co., LLC

Level of Oversight

The corporate responsibility

committee oversees all government

relations activities and public

advocacy policies and programs

and receives reports from

management on political

contributions.

The public responsibility committee

reviews significant policies and

practices regarding political

contributions, major lobbying

priorities and principal trade

association members that relate to

its public policy objectives.

The nomination, governance and

public affairs committee oversees

and receives reports from

management on political

contributions, lobbying, and trade

association memberships, and

reviews policies regarding political

contributions.

Corporate Political Spending

PolicyYes Yes Yes

Direct Political Contributions

Disclosure

States that it does not use corporate

funds for any candidate campaign

funds including candidate campaign

committees, political parties,

caucuses, or independent

expenditure committees.

States that it prohibits direct political

contributions from corporate funds

to candidates, political party

committees and political action

committees.

Provides annually updated itemized

list of direct political contributions

made from corporate funds and by

its PAC.

Indirect Political Contributions

Disclosure/ Trade Associations

Memberships

Provides a listing of state and

national trade groups to which it paid

more than $25,000 in dues and

states that its prohibition against

corporate funds being used for

political activity extends to trade

associations. Further states that it is

not a member of any tax-exempt

organization in the U.S. that is

primarily organized to write, endorse

and promote model legislation.

Provides a listing of the principal

trade associations of which it is a

member. Further states that

although it does not generally

support groups organized under

Section 501(c)4 of the Internal

Revenue code for electoral

purposes it will provide an itemized

list of contributions when it does so.

States that it does not make

independent expenditures.

Provides a listing of the principal

trade associations of which it is a

member. States that it will disclose

when it participates in tax-exempt

organizations that write and

endorse model legislation, and that

it will voluntarily disclose when it

engages in grassroots lobbying.

Also provides links to lobbying

disclosure sites where its federal

and state lobbying reports can be

found.

2016 CPA-Zicklin Score 94.3 (Top Five) 94.3 (Top Five) 71.4 (Second Tier)

Overall, we find that the Company leads its peers in its indirect political contribution disclosure. While the Companyprovides a list of trade associations to which it contributed over $25,000 in dues, JPMorgan and Citigroup only providelists of the "principal" trade associations of which they are members. Otherwise, the companies are very much in line witheach other, all providing sufficient disclosure regarding board oversight of corporate contributions, a corporate spendingpolicy, and disclosure of direct political contributions.

COMPANY POLITICAL ACTIVITY

Given that the Company operates in a highly-regulated industry that is especially susceptible to changes in regulationsand legislation, it is unsurprising that the Company has been noted for its political activity. Moreover, because theCompany is a high-profile financial institution with close ties to government and regulators, we expect that its politicalactivity could come under heightened scrutiny, particularly as the Company has been named in the past as a top lobbyingspender among commercial banks. According to the Center for Responsive Politics, the Company spent $6.4 million inlobbying in 2014, more than any major bank (Deon Roberts. "Wells Fargo: No. 4 in Assets, No. 1 in Lobbying." CharlotteObserver. May 8, 2015). Further, in 2011, the Company was among large U.S. corporations that paid little or no taxes,yet spent significant sums on lobbying (Chris Barth. "29 Companies That Paid Millions For Lobbying (And Didn't PayTaxes)". Forbes. December 14, 2011).

More recently, the Company was reported to have lobbied against a swaps "push-out" provision of the Dodd-Frank Act,which would require banks to spin off certain derivatives trading activities into units that fall outside certain governmentsafety nets (Victoria Mcgrane. "Regional Banks Push Back Against Swaps 'Push-Out' Rule." The Wall Street Journal.October 30, 2014). Further, the Company is a lender in the private student-loan market, which has garnered significant

WFC April 25, 2017 Annual Meeting 43 Glass, Lewis & Co., LLC

media attention and commentary from politicians, particularly in light of the Consumer Financial Protection Bureau's("CFPB") announcement that it plans to review loan modifications offered by private student lenders. U.S. SenatorElizabeth Warren criticized banks for not doing more to refinance student loans, arguing that student debt cannot bedischarged on bankruptcy, in part because banks have lobbied against such an exemption (Carter Dougherty. "Private-Student Lenders Draw CFPB Review Over Debt Refinancing." Bloomberg. January 29, 2015).

As noted by the proponents, the Company has also drawn attention for its lobbying activities following the cross-sellingscandal. In 2016, The Washington Post reported that the Company had retained the services of Michael Bopp, ahigh-profile crisis management specialist (Catherine Ho. "Lobbying Wells Fargo Hires Washington Crisis ManagementSpecialist as Congress Scrutinizes Bank." September 29, 2016). In a highly unusual move, the Company's independentdirectors also hired Brownstein Hyatt Farber Schreck, a top lobbying firm in Washington, to handle the aftermath of thescandal. This move raised questions with experts, who note that it's uncommon for independent directors--who are notemployees of a company-- to hire a lobbying firm and that it raises concerns regarding the boards' ability to representshareholders (Deon Roberts. " Wells Fargo's Board Raises Eyebrows with Hiring of Powerful Lobbying Firm." TheCharlotte Observer. February 22, 2017).

RECOMMENDATIONUpon review, we find that the Company has provided adequate disclosure regarding its politically-related process, policiesand expenditures. Further, the Company has met, and exceeded the legal requirements for political expendituredisclosure and has provided accessible information regarding its associated policies and oversight. Moreover, we believethat the Company is aligned with or provides superior disclosure relative to its peers concerning lobbying and politicalspending. We recognize the risks associated with direct and indirect lobbying and, accordingly, believe that the Companyshould take the necessary steps to ensure that it properly mitigates any potential exposure to such risks. However, we donot believe that the Company's management of this issue is deficient to the degree that warrants adoption of this proposalnor do we believe that the proponent has sufficiently demonstrated that adoption of this proposal will clearly lead to anincrease in shareholder value at this time.

We recommend that shareholders vote AGAINST this proposal.

WFC April 25, 2017 Annual Meeting 44 Glass, Lewis & Co., LLC

10.00: SHAREHOLDER PROPOSAL REGARDING INDIGENOUSPEOPLES' RIGHTS POLICY AGAINST

PROPOSAL REQUEST: That the Company develop and adopt a global policyregarding the rights of indigenous peoples

SHAREHOLDER PROPONENT: Sum of Us on behalf of LindaFerich, Holly Kooistra, Philip Katz,Laura Rea and Stanley Tomkiel

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - Not in the best interests of shareholders

GLASS LEWIS REASONINGThe Company provides significant reporting and has robust policies concerning its human rights considerations,including those considerations specifically for Indigenous Peoples;The Company clearly describes the process for identifying, addressing and evaluating the human rights relatedimpacts of its business operations; andWe do not believe that the proponent has articulated why the Company's current Indigenous Peoples Statement isdeficient relative to that which they are requesting that the Company adopt.

PROPOSAL SUMMARYText of Resolution- Resolved, shareholders ask Wells Fargo & Company (WFC) to develop and adopt a global policyregarding the rights of indigenous peoples (the “policy”) which includes respect for the free, prior and informed consent ofindigenous communities affected by WFC financing.

The policy should acknowledge rights of indigenous peoples to the following:

•property, culture, religion, and non-discrimination in relation to lands, territories and natural resources, includingsacred places and objects;•health and physical well-being in relation to a clean and healthy environment;•setting and pursuing their own priorities for development; and•making authoritative decisions about external projects or investments.

The policy should include a description of WFC’s process for identifying, addressing, and periodically evaluating theimpact of its business activities on:

•lands and natural resources subject to traditional ownership or under customary use;•relocation of indigenous peoples from lands and natural resources they have traditionally owned or used; and•cultural heritage that is essential to the identity and/or cultural, ceremonial, or spiritual aspects of indigenouspeoples’ lives.

The policy should include the oversight mechanisms for its continued development, evaluation and implementation, as wellas the process by which indigenous peoples are consulted in developing the policy. The policy should describe theprocess by which the board of directors will monitor implementation of the policy. The policy should be posted on theWFC website by May 2018.

Proponent's Perspective

As long-term shareholders, the proponents favor policies andpractices that protect and enhance the value of their investments;There is increasing recognition that company risks related to theviolations of indigenous peoples’ rights, such as reputationaldamage, project delays and disruptions, and litigation, canadversely affect shareholder value;The Company has suffered reputational damage and loss ofcustomers due to its funding of the Dakota Access Pipeline;Companies should adopt policies and processes to anticipate,mitigate, manage, and monitor the risks posed by violations of therights of indigenous peoples in their operations;The United Nations Guiding Principles on Business and Human

Board's Perspective

The Company recognizes that it has a responsibility to respecthuman rights, including the rights of indigenous people todetermine their own way of life on their own lands, according totheir time-honored cultures, traditions, and beliefs;The Company strives to engage with business customers whorespect human rights principles, including the rights ofindigenous people;The Company believes that organizations whose activities mayhave a significant impact on the environment and localcommunities should operate in a responsible manner, complyingwith applicable legal requirements, and with respect for humanrights, local communities, and the environment;The Company has adopted, and made available on its website,

WFC April 25, 2017 Annual Meeting 45 Glass, Lewis & Co., LLC

The United Nations Guiding Principles on Business and HumanRights approved by the UN Human Rights Council in 2011 urgethat business enterprises adopt human rights policies and respectthe human rights of individuals belonging to specific groups orpopulations that require particular attention, including indigenouspeoples; andAn indigenous peoples’ rights policy would help the Companyanticipate and mitigate risks related to violations of the rights ofindigenous people for future activities.

The proponent has provided additional information concerning its rationalefor this proposal.

its Indigenous Peoples Statement in recognition of the rights ofindigenous peoples to meaningful and appropriate consultationregarding issues affecting their sacred lands and naturalresources;The Company's Indigenous Peoples Statement enhances theprinciples articulated in the Company's existing Human RightsStatement and its Environmental and Social Risk Management(“ESRM”) Policy and related ESRM Statement;The Company's Human Rights Statement is in alignment with theprinciples embodied in the United Nations Guiding Principles onBusiness and Human Rights (the “U.N. Declaration”), thatcommunicates its commitment to respecting human rights inbusiness activities and throughout the Company;The Company's ESRM Policy establishes its risk managementand due diligence approach for identifying, evaluating, andmanaging transactions that may impact indigenous peoples, inorder to ensure customer alignment with the principles embodiedin the U.N. Declaration;The Company understands that the identities and cultures ofindigenous peoples are inextricably linked to the lands on whichthey live and the natural resources on which they depend, andrespects their rights to determine their own way of life on theirown lands, according to their time-honored cultures, traditions,and beliefs;The Company's Indigenous Peoples Statement recognizes thatindigenous peoples’ communities have a right to meaningful andappropriate consultation regarding issues affecting their sacredlands and natural resources, traditionally owned or otherwiseoccupied and used today and for future generations;The Company's Indigenous People's Statement was developedwith input from its relevant business line and corporateresponsibility groups, as well as from various tribalnon-governmental organizations and shared with the proponentbefore it was finalized and published;To implement the principles embodied in the Company'sIndigenous Peoples Statement, it will continue to expand andstrengthen its related ESRM risk management and due diligencepractices to reinforce its commitment to the rights of indigenouspeoples to informed consultation and participation indecision-making;For projects where the Company can identify that the use ofproceeds may potentially impact indigenous people, it expects itscustomers to demonstrate alignment with the objectives andrequirements of “International Finance Corporation PerformanceStandard 7— Indigenous Peoples,” including in thosecircumstances requiring “Free, Prior, and Informed Consent,” asdefined in that standard; andThe Company's Indigenous Peoples Statement and existinghuman rights policies fully address the issues raised by theproposal, and as a result, the proposal is unnecessary.

GLASS LEWIS ANALYSISGlass Lewis recommends that shareholders take a close look at proposals such as this one to determine whether theactions requested of the Company will clearly lead to the protection or enhancement of shareholder value. Glass Lewisbelieves that directors who are conscientiously exercising their fiduciary duties will typically have more and betterinformation about the Company and its situation than shareholders and can be held accountable in director elections.Those directors are also charged with making business decisions and overseeing management. Our default view,therefore, is that the board and management, absent a suspicion of illegal or unethical conduct, will make decisions thatare in the best interests of shareholders.

In this case, the Company is a bank holding company that provides diversified financial services. The Company has threeoperating segments: Community Banking, Wholesale Banking, and Wealth and Investment Management. The Companyprovides banking, insurance, trust and investments, mortgage banking, investment banking, retail banking, brokerage,and consumer and commercial finance through banking stores, the Internet and other distribution channels to consumers,businesses and institutions in approximately 50 states, the District of Columbia, and in foreign countries. As has beenseen with recent controversies, discussed below, the Company faces substantial risks concerning its financingoperations, as certain of these projects may have significant adverse implications for stakeholders. Should the Companynot perform adequate due diligence or have standards that would ensure that it is not financing projects that could bereputationally harmful, it could face potentially significant adverse bottom line consequences.

DAKOTA ACCESS PIPELINE CONTROVERSY

WFC April 25, 2017 Annual Meeting 46 Glass, Lewis & Co., LLC

Background

The proponent specifically cites the Company's involvement in the financing of the Dakota Access Pipeline ("DAPL")project, which has been subject to mass demonstrations and legal challenges, delaying its construction and bringingnational and global attention to its construction and financing sources, the latter of which includes the Company.

The DAPL project is a $3.7 billion pipeline that is planned to reach nearly 1,200 miles and transport approximately 470,000barrels of crude oil a day across four states, from North Dakota to a terminal in Illinois, where it can be shipped torefineries. The pipeline, which is being built by Dakota Access LLP (which is owned and/or operated by or subsidiaries ofEnergy Transfer Partners, Sunoco Logistic Partners, Phillips 66, Enbridge Energy Partners and Marathon PetroleumCorporation) was designed to provide a more cost-effective and efficient means of transporting crude, rather thanshipping the oil by train. Additionally, DAPL would also increase profit margins for oil companies while crude prices arelow ("Dakota Pipeline: What's Behind the Controversy?" BBC. February 7, 2017).

Timeline of Events

The controversy concerning DAPL began in December 2015 when the U.S. Army Corps of Engineers released a draftenvironmental assessment of the project that concluded the proposed route of the pipeline was not expected to have anysignificant impact on the environment. However, several months later, in March 2016, the EPA, Interior Department andAdvisory Council on Historic Preservation responded to this assessment by requesting that the Corps undertake a morecareful evaluation of the potential impacts of the project on drinking water sources for Native American tribes (David Pitt."EPA, Other Agencies Seek More Careful Review of Oil Pipeline." Associated Press. April 13, 2016). Additionally, theAdvisory Council on Historic Preservation further stated that it remained "perplexed by the Corps' apparent difficulties inconsulting with the Standing Rock Sioux Tribe," as the agency was in possession of letters to the Corps informing it of thetribe's interests and concerns regarding the project, and requesting consultation meetings. Indeed, more than a year priorto the Corps' assessment, in September 2014, the Standing Rock Sioux Tribe met with DAPL representatives andexpressed opposition to the pipeline, raising concerns about its potential to impact sacred sites and their water supply.During this meeting, the Standing Rock Sioux also expressed frustration with their inability to set up a meeting with theU.S. Army Corps of Engineers (Amy Dalrymple. "Audio: Tribe Objected to Pipeline Nearly 2 Years Before Lawsuit." Bismark Tribune. November 30, 2016).

In April 2016, the Standing Rock Sioux set up an encampment at the confluence of the Cannonball and Missouri rivers inorder to peacefully protest the construction of the pipeline ("Standing Rock Sioux Sets Up Camp to Protest OilPipeline." Associated Press. April 15, 2016). However, tensions escalated in July 2016 when the Army Corps ofEngineers released its final assessment of the project, which stated that the pipeline would have no direct effect on triballand. In response, however, the Standing Rock Sioux filed a formal complaint against the Corps, which claimed that itviolated the National Historic Preservation Act and other laws and that the Corps effectively wrote off the Tribe’s concernsabout the pipeline. In addition, Dakota Access LLC filed a complaint against the Standing Rock Sioux as a result of theirencampment at the construction site. Dakota Access LLC cited safety concerns as a result of the actions of the protesters,which included breaking down barriers, destruction of property and throwing bottles and rocks at vehicles. The complaintalleged that beginning August 10, 2016, representatives of Dakota Access LLC were met with resistance by 15 to 30individuals and that by August 12, 2016, the number of protesters had grown to 350. However, by August 19, the numberof protesters grew to over 1,500, leading to increased tensions between protesters and law enforcement. As a result of theincreased number of protesters and attendant safety concerns, construction of DAPL south of Mandan, North Dakota wasstopped. However, construction continued elsewhere on the project during this time (Merrit Kennedy. " Amid Tribe'sProtest, Construction Of Oil Pipeline In N. Dakota Halts — For Now." NPR. August 19, 2016).

The following month, work on the project was again stopped after the federal government ordered work to stop again onthe aforementioned segment of the pipeline. A joint statement from the Army and the Departments of Justice and theInterior stated that construction bordering or under Lake Oahe would not go forward and asked that construction on thepipeline stop work 20 miles to the east and west of the lake while the government reconsiders "any of its previousdecisions." The order came just minutes after a federal judge rejected the Sioux request to halt pipeline constructionentirely. ("Feds Halt Work on Part of Oil Pipeline Despite Court Ruling Against North Dakota Tribe." ChicagoTribune. September 9, 2016). In October, a federal appeals court removed a temporary injunction that had halted work onthe project. While this ruling allowed work to resume, the Departments of the Interior, Justice and the Army immediatelyordered that construction stop on land owned by the U.S. Army Corps of Engineers next to and underneath Lake Oahe asit reviewed its permitting decisions (" Construction can Resume on Small Stretch of Pipeline." Associated Press. October9, 2016).

As construction continued on permissible sections of the pipeline, tensions between protesters and law enforcement nearthe encampment resulted in further violent clashes. On October 27, 141 individuals were arrested during a six-houroperation to push protesters off of private property (" Police Fire Pepper Spray, Bean Bags As They Oust Oil PipelineProtesters in N.D." Chicago Tribune. October 28, 2016). Following continued arrests of protesters, totaling more than 400,

WFC April 25, 2017 Annual Meeting 47 Glass, Lewis & Co., LLC

Protesters in N.D." Chicago Tribune. October 28, 2016). Following continued arrests of protesters, totaling more than 400,the Army Corps of Engineers released a statement imploring the voluntary stoppage of work on the pipeline; however, theCorps' request was rebuffed (Blake Nicholson. "Army Corps Wants More Cooperation from Dakota AccessCompany." Associated Press. November 10, 2016).

On November 21, 2016, the most violent clash occurred since the beginning of the conflict, as protesters tried to pushpast a long-blocked bridge but were repelled by authorities with tear gas, rubber bullets, and water hoses. Citing safetyconcerns, the Army Corps told protesters to leave by December 5th (Brandon Howard. " Timeline: History of the DakotaAccess Pipeline." Chicago Tribune. January 24, 2017). However, the day before the day protesters were told they wouldneed to leave, the Standing Rock Sioux received the news that the Army Corps denied a permit needed for the pipelinecompany to pursue construction into the contested Native land, thus halting construction. The Army Corps said that itintended to issue an Environmental Impact Statement with full public analysis (Nathan Rott and Eyder Peralta. " In Victoryfor Protesters, Army Halts Construction of Dakota Pipeline." NPR. December 4, 2016). However, Energy TransferPartners indicated that it was not giving up its plans. Part of this was likely due to expectations that the incoming TrumpAdministration was expected to be more favorable to the pipeline builders (Ellen McGirt. "Why Standing Rock’s Victory IsFragile." Fortune. December 5, 2016).

As the fate of the pipeline was still being decided in January, the Trump administration called for the Army Corps toexpedite their environmental review. Ultimately, the project received approval to finish the last section of the pipeline inFebruary when, in a reversal of former President Obama's decision to prohibit the pipeline from going through Native land,the Trump administration announced that it will allow the pipeline company to drill under Lake Oahe and finish building thepipeline (Juliet Eilperin and Brady Dennis. " Trump Administration to Approve Final Permit for Dakota Access Pipeline." The Washington Post. February 7, 2017). Later that month, protesters were ordered to evacuate, and many others leftvoluntarily (Mayra Cuevas, Sara Sidner, Darran Simon. " Dakota Access Pipeline Protest Site is Cleared." CNN. February23, 2017). The Sioux's last appeal was denied in March 2017 (Maytal Levi. "Appeals Court Refuses to Stop Oil in DakotaAccess Pipeline ." Associated Press. March 19, 2017).

Risks for Companies Financing DAPL

Following the significant public outrage concerning DAPL, several companies who were responsible for financing theproject were targeted by investors, NGOs, and consumers. For example, nonprofit group Food & Water Watch publishedan investigation naming 26 banks and financial institutions, including the Company, that either directly or indirectly fundedthe pipeline project. Additionally, a number of environmental groups published an open letter to the head of the EquatorPrinciples (a nonprofit group that has established principles for responsible lending) urging the organization to strengthenits climate commitments and to address concerns regarding Equator Principles' members' roles in financing DAPL. As ofNovember 2016, 13 of 17 banks that participated in the pipeline's latest loan, including the Company, are members of theEquator Principles (Hiroko Tabuchi. " Environmentalists Target Bankers Behind Pipeline." The New YorkTimes." November 7, 2016).

Additionally, the reputational harm from the Company's financing of DAPL has resulted in bottom-line implications for theCompany. Following approval of the pipeline's construction, more than $3 billion was pulled from the Company as the CityCouncils of Seattle and Davis, California voted to not renew their contracts with the Company (Bill Chappell. "2 Cities ToPull More Than $3 Billion From Wells Fargo Over Dakota Access Pipeline." NPR. February 8, 2017). Other cities,including Los Angeles, New York, Bellingham, Raleigh, Albuquerque, and Berlin have also cut ties with the Company(Jimmy Tobias. "These Cities Are Pulling Billions From the Banks That Support the Dakota Access Pipeline." TheNation. March 20, 2017). Additionally, in early March, the San Francisco Board of Supervisors unanimously voted insupport of efforts to divest from banks financing the Dakota Access Pipeline and approved a resolution urging the CityTreasurer to add the Dakota Access Pipeline to the list of screening factors he considers when making city investmentdecisions. San Francisco Supervisor Sandra Lee Fewer stated that "nearly 14% of the city’s portfolio, or about $1.2billion, is currently invested with issuers that provide financing to the project" ("San Francisco Moves To Divest $1.2BFrom Companies Financing Dakota Access Pipeline. CBS Local. March 14, 2017). Individuals are also withdrawingmoney from banks that invested in DAPL and closing down their accounts. Additionally, in February 2017, six protestersentered the Company's San Francisco headquarters and withdrew over $25,000 in personal savings (Nuala Sawyer."Group of DAPL Protesters Withdraw $25K in Savings from Local Wells Fargo." SF Examiner. February 23, 2017).

COMPANY POLICIES AND DISCLOSURE

The Company provides a robust Indigenous Peoples Statement in which it discusses its commitment to Native Americangovernments, communities and Indigenous Peoples. This statement notes that, for projects where the Company canidentify that the use of proceeds may potentially impact Indigenous Peoples, it expects its customers to demonstratealignment with the objectives and requirements of the IFC Performance Standard 7 on Indigenous Peoples, including withrespect to circumnstaces requiring Free, Prior and Informed Consent. The Company states that these objectives include:

WFC April 25, 2017 Annual Meeting 48 Glass, Lewis & Co., LLC

To ensure that the development process fosters full respect for the human rights, dignity, aspirations, culture, andnatural resource-based livelihoods of Indigenous Peoples;To anticipate and avoid adverse impacts of projects on communities of Indigenous Peoples, or when avoidance isnot possible, to minimize and/or compensate for such impacts;To promote sustainable development benefits and opportunities for Indigenous Peoples in a culturally appropriatemanner;To establish and maintain an ongoing relationship based on informed consultation and participation with theIndigenous Peoples affected by a project throughout the project’s life-cycle;To ensure the Free, Prior, and Informed Consent of the Affected Communities of Indigenous Peoples when thecircumstances described in Performance Standard 7 are present;To respect and preserve the culture, knowledge, and practices of Indigenous Peoples.

The Company further states that in regards to mitigating social risks, it will employ due diligence reviews and approvals insensitive industries covered by its Environmental and Social Risk Management Policy to ensure that its “customersengage meaningfully and effectively with critical stakeholders, and demonstrate a commitment to protecting communityhealth, safety, and security; the environment; cultural identity; and the sacred lands and heritage of affected IndigenousPeoples.” The Company provides a link to its Environmental and Social Risk Management 2015 Statement and Report,which discusses its Environmental and Social Risk Management ("ESRM") Policy and states that it is overseen by itscorporate responsibility committee (p.14). The Company further states that it incorporated human rights factors into itsenterprise-wide country risk rating index in 2015, and employs ESRM Rapid Risk Screens to help identify risks forcustomers in industries without detailed policies (p.5).The Company has supplemented their due diligence with anincreased focus on potentially impacted indigenous communities, and whether or not they have been afforded theopportunity for informed consultation and participation.

The Company also describes its signatory status in the Equator Principles, under which it will only provide loans andadvisory services to projects whose borrowers are willing and able to comply with the Equator Principles requirements forcategorizing, assessing, and managing environmental and social risks. Additionally, the Company has an overarching Human Rights Statement that discusses its commitments to human rights throughout its business; including amongst itsemployees, customers, and suppliers. Further, the Company provides a Dakota Access Pipeline FAQ page on which itrestates its commitment to Native communities amongst the controversy over the pipeline and discusses its role infinancing the pipeline. The Company states that “participation relates strictly to the credit facility funding the constructionof the pipeline. [The Company was] not involved in federal or state law enforcement decisions at the site, and [was]troubled by the reports of excessive force being used against protesters.”

RECOMMENDATIONWe recognize the significant adverse impacts that the Company has suffered as a result of its involvement with thefinancing of DAPL. However, we believe that this proposal is asking for the Company to adopt policies that do not differmaterially from that which it already has. We do not believe that the proponent has articulated why the Company's currentIndigenous Peoples Statement is deficient relative to that which they are requesting that the Company adopt. Theproponent notes that it believes "companies should adopt policies and processes to anticipate, mitigate, manage andmonitor risks posed by violations of the rights of indigenous peoples in their operations." However, we believe that theCompany has adopted such policies. Although the Company's policies arguably failed to a certain extent in the specificsituation of DAPL, it is unclear how the proposed policies and processes differ from those that are currently in place. Assuch, we believe that the proponent has failed to make a sufficiently compelling argument for adoption of this resolution.

The Company provides significant reporting and has robust policies concerning its human rights considerations, includingthose considerations specifically for Indigenous Peoples. The Company also clearly describes the process for identifying,addressing and evaluating the human rights related impacts of its business operations. We believe that shareholdersshould continue to monitor the Company's responsiveness to issues concerning its involvement in DAPL and its attendantramifications. However, at this time, we do not believe that adoption of this proposal would add meaningfully to theCompany's existing policies or processes.

We recommend that shareholders vote AGAINST this proposal.

WFC April 25, 2017 Annual Meeting 49 Glass, Lewis & Co., LLC

COMPETITORS / PEER COMPARISON

WELLS FARGO &COMPANY

BANK OF AMERICACORPORATION

JPMORGAN CHASE &CO.

U.S. BANCORP

Company Data (MCD)Ticker WFC BAC JPM USBClosing Price $55.85 $25.22 $91.64 $52.69 Shares Outstanding (mm) 5,003.4 10,011.9 3,571.5 1,693.2 Market Capitalization (mm) $279,438.1 $252,501.2 $327,291.1 $89,215.9 Enterprise Value (mm) $601,446.1 $580,521.2 $941,454.1 $131,606.9 Latest Filing (Fiscal Period End Date) 12/31/16 12/31/16 12/31/16 12/31/16

Financial Strength (LTM) Current Ratio - - - - Debt-Equity Ratio 0.00x 0.00x 0.00x 0.00x

Profitability & Margin Analysis (LTM) Revenue (mm) $84,541.0 $80,104.0 $90,307.0 $19,360.0 Gross Profit Margin - - - - Operating Income Margin 40.8% 33.8% 37.9% 42.8% Net Income Margin 25.9% 22.4% 27.4% 30.4% Return on Equity 11.2% 6.8% 9.9% 12.5% Return on Assets 1.2% 0.8% 1.0% 1.4%

Valuation Multiples (LTM) Price/Earnings Ratio 14.0x 16.8x 14.8x 16.3x Total Enterprise Value/Revenue 7.1x 7.2x 10.4x 6.8x Total Enterprise Value/EBIT - - - -

Growth Rate* (LTM) 5 Year Revenue Growth Rate 3.0% 0.3% 0.1% 4.3% 5 Year EPS Growth Rate 7.2% 182.8% 6.7% 5.7%

Stock Performance (MCD) 1 Year Stock Performance 10.2% 89.5% 55.5% 27.3% 3 Year Stock Performance 13.7% 50.1% 61.3% 22.5% 5 Year Stock Performance 64.2% 157.3% 105.6% 67.1%

Source: Capital IQ

MCD (Market Close Date): Calculations are based on the period ending on the market close date, 03/21/17. LTM (Last Twelve Months): Calculations are based on the twelve-month period ending with the Latest Filing. *Growth rates are calculated based on a compound annual growth rate method. A dash ("-") indicates a datapoint is either not available or not meaningful.

WFC April 25, 2017 Annual Meeting 50 Glass, Lewis & Co., LLC

VOTE RESULTS FROM LAST ANNUAL MEETING APRIL 26, 2016

Source: 8-K dated April 29, 2016

RESULTS

NO. PROPOSAL FOR AGAINST/WITHHELD ABSTAIN GLCREC

1.1 Elect John D. Baker II 98.82% 0.87% 0.32% For 1.2 Elect Elaine L. Chao 98.54% 1.16% 0.30% For 1.3 Elect John S. Chen 96.49% 3.19% 0.32% For 1.4 Elect Lloyd H. Dean 98.43% 1.24% 0.34% For 1.5 Elect Elizabeth A. Duke 99.21% 0.49% 0.29% For 1.6 Elect Susan E. Engel 98.36% 1.35% 0.29% For 1.7 Elect Enrique Hernandez, Jr. 97.65% 2.04% 0.32% For 1.8 Elect Donald M. James 98.54% 1.13% 0.33% For 1.9 Elect Cynthia H. Milligan 97.79% 1.90% 0.31% For 1.10 Elect Federico F. Peña 98.95% 0.71% 0.34% For 1.11 Elect James H. Quigley 99.15% 0.53% 0.32% For 1.12 Elect Stephen W. Sanger 98.14% 1.53% 0.33% For 1.13 Elect John G. Stumpf 94.48% 5.01% 0.51% For 1.14 Elect Susan G. Swenson 95.00% 4.68% 0.31% For 1.15 Elect Suzanne M. Vautrinot 99.24% 0.46% 0.30% For 2.0 Advisory Vote on Executive Compensation 96.22% 2.87% 0.91% For 3.0 Ratification of Auditor 98.59% 1.20% 0.21% For

SHAREHOLDER PROPOSALS*NO. PROPOSAL FOR AGAINST GLC REC 4.0 Shareholder Proposal Regarding Independent

Board Chairman 17.20% 82.80% For

5.0 Shareholder Proposal Regarding Lobbying Report 11.00% 89.00% Against

*Abstentions excluded from shareholder proposal calculations.

WFC April 25, 2017 Annual Meeting 51 Glass, Lewis & Co., LLC

APPENDIX

Questions or comments about this report, GL policies, methodologies or data? Contact your client service representative or go towww.glasslewis.com/issuer/ for information and contact directions.

NOTEWells Fargo Capital, an affiliate of Wells Fargo & Company, subscribes to Glass Lewis’ products and services.

Two co-filers of Proposal 5, Rockefeller Asset Management and United Church Funds, are clients of Glass Lewis.

Glass Lewis policy requires full disclosure to its clients of any potential conflicts of interest.

Please be advised that Glass Lewis’ research analysts engaged with one or more shareholder proponents that have filed shareholder resolutions at theCompany prior to the release of its meeting materials. The purpose of the engagement was to discuss the rationale of the resolution and provide anopportunity for the proponent to seek clarification and understanding of Glass Lewis’ general approach to key governance issues. Glass Lewis does notprovide consulting services to any client or shareholder proponent.

Glass Lewis research analysts also engaged with the Company prior to the release of its meeting materials. The purpose of the engagement was todiscuss the Company’s unique corporate governance practices and provide an opportunity for the Company to seek clarification and understanding ofGlass Lewis’ general approach to key governance issues. Glass Lewis does not provide consulting services to corporate issuers, or to any of itsdirectors or advisors.

Glass Lewis’ analysis and recommendations are based solely on publicly available information. Under no circumstance does Glass Lewis develop itsresearch or make vote recommendations based on non-public information.

For further information regarding our engagement policy, please visit http://www.glasslewis.com/engagement-policy/. For a complete copy of the GlassLewis Conflict of Interest Statement, please visit http://www.glasslewis.com/conflict-of-interest/.

Update- April 4, 2017- We have updated Proposal 8 to include a link to a proponent memo supplied by Arjuna Capital. Neither our vote recommendationnor analysis has been changed as a result.

Update: April 11, 2017. On April 10, 2017, a special committee of independent directors released the findings of its months-long investigation into theCompany's sales practices. We have updated our analysis of Proposal 1 to include a summary and analysis of the report on pages 8 and 9 of the ProxyPaper. We have also made updates to our analysis of Proposal 2 (say-on-pay) and Proposal 5 (a shareholder proposal requesting a report on theCompany's sales practices) to incorporate certain pieces of information included in the report, such as additional clawbacks of incentive compensation.

After careful review of the committee's report and as discussed in our analysis, we have determined that no changes to our voting recommendations arewarranted at this time.

DISCLOSURES© 2017 Glass, Lewis & Co., Glass Lewis Europe, Ltd., and CGI Glass Lewis Pty Ltd. (collectively, “Glass Lewis”). All Rights Reserved.

This report is intended to provide research, data and analysis of proxy voting issues and, therefore, should not be relied upon as investment advice.Glass Lewis analyzes the issues presented for shareholder vote and makes recommendations as to how Glass Lewis believes institutional shareholdersshould vote their proxies, without commenting on the investment merits of the securities issued by the subject companies. Therefore, none of GlassLewis’ proxy vote recommendations should be construed as a recommendation to invest in, purchase, or sell any securities or other property. Moreover,Glass Lewis’ proxy vote recommendations must be construed solely as statements of opinion, and not as statements of fact, and may be revised basedon additional information or any other reason at any time.

The information contained in this report is based on publicly available information. While Glass Lewis exercises reasonable care to ensure that allinformation included in this report is accurate and is obtained from sources believed to be reliable, no representations or warranties express or implied,are made as to the accuracy or completeness of any information included herein. In addition, Glass Lewis shall not be liable for any losses or damages

WFC April 25, 2017 Annual Meeting 52 Glass, Lewis & Co., LLC

arising from or in connection with the information contained herein or the use or inability to use any such information.

Glass Lewis expects its subscribers possess sufficient experience and knowledge to make their own decisions entirely independent of any informationcontained in this report. Subscribers are ultimately and solely responsible for making their own voting decisions. This Glass Lewis report is intended toserve as a complementary source of information and analysis for subscribers in making their own voting decisions and therefore should not be relied onby subscribers as the sole determinant in making voting decisions.

All information contained in this report is protected by law, including but not limited to, copyright law, and none of such information may be copied orotherwise reproduced, repackaged, further transmitted, transferred, disseminated, redistributed or resold, or stored for subsequent use for any suchpurpose, in whole or in part, in any form or manner or by any means whatsoever, by any person without Glass Lewis’ express prior written consent.

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LEAD ANALYSTS

Governance:

Daichi TakahashiGreg Waters

Compensation:

Sam Gao

Shareholder Proposals:

Courteney Keatinge

WFC April 25, 2017 Annual Meeting 53 Glass, Lewis & Co., LLC