WELLS FARGO & COMPANY - glasslewis.com

1 PROXY PAPERWELLS FARGO & COMPANYNYSE: 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 MEMBERSHIP:S FTSE4 GOOD GLOBAL INDEX;RUSSELL 3000; S RUSSELL 1000 SECTOR:FINANCIALSINDUSTRY:BANKSCOUNTRY OF TRADE:UNITED STATESCOUNTRY OF INCORPORATION:UNITED STATESHEADQUARTERS:CALIFORNIAVOTING IMPEDIMENT:NONE DISCLOSURES:REFER TO APPENDIX REGARDINGCONFLICTS OF INTEREST, ENGAGEMENTAND EXPLANATION FOR REPUBLICATION OWNERSHIPCOMPANY PROFILEESG PROFILECOMPENSATIONPEER COMPARISONVOTE RESULTSAPPENDIX2017 ANNUAL MEETING PROPOSALISSUEBOARDGLASS Election of Directors Elect John D.

2 Baker II FORAGAINSTO ther unique Elect John S. Chen Elect Lloyd H. Dean FORAGAINSTO ther unique Elect Elizabeth A. Duke Elect Enrique Hernandez, Jr. FORAGAINSTO ther unique Elect Donald M. James Elect Cynthia H. Milligan FORAGAINSTO ther unique Elect Karen B. Peetz Elect Federico F. Pe a Elect James H. Quigley Elect Stephen W. Sanger Elect Ronald L. Sargent Elect Timothy J. Sloan Elect Susan Swenson Elect Suzanne M. Vautrinot Advisory Vote on Executive Compensation Frequency of Advisory Vote on Executive Compensation 1 YEAR1 Ratification of Auditor Shareholder Proposal Regarding retail Banking SalesPractices Report Shareholder Proposal Regarding Cumulative Voting Shareholder Proposal Regarding Study Session toAddress Divestiture of Non-Core Banking Assets Shareholder Proposal Regarding Gender Pay EquityReport AGAINSTFORI ncreased disclosure would allowshareholders to fully understand thesteps the COMPANY is taking to ensureequitable Shareholder Proposal Regarding Lobbying Report Shareholder Proposal

3 Regarding Indigenous Peoples'Rights Policy AGAINSTAGAINSTWFC April 25, 2017 Annual Meeting 2 Glass, Lewis & Co., LLC SHARE OWNERSHIP PROFILESHARE BREAKDOWN 1 SHARE CLASSC ommon StockSHARES OUTSTANDING5, MVOTES PER SHARE1 INSIDE OWNERS** CAPITAL IQ AND GLASS LEWIS. AS OF 22-MAR-2017 TOP 20 SHAREHOLDERS HOLDER OWNED*COUNTRYINVESTOR Hathaway United States Public COMPANY Vanguard Group, United States Traditional Investment Manager , United States Traditional Investment Manager Street Global Advisors, United States Traditional Investment Manager United States Traditional Investment Manager Research and Management United States Traditional Investment Manager Management Group United States Traditional Investment Manager & United States Traditional Investment Manager Morgan Asset Management.

4 United States Traditional Investment Manager Trust Global United States Traditional Investment Manager Rowe Price Group, United States Traditional Investment Manager Farm Insurance Companies, Asset Management United States Traditional Investment Manager Bank Investment Norway Government Pension Plan Sponsor Financial Services United States Traditional Investment Manager Mellon Asset United States Traditional Investment Manager Resources, United States Traditional Investment Manager Capital Management, United States Traditional Investment Manager Insurance and Annuity Association of America - College RetirementEquities United States Traditional Investment Manager , Hanley, Mewhinney & Strauss, United States Traditional Investment Manager of America Corporation, Asset Management United States Traditional Investment Manager *COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ.

5 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 THRESHOLDCOMPANY THRESHOLD1 VOTING POWER REQUIRED TO CALL A SPECIAL MEETINGN/A VOTING POWER REQUIRED TO ADD AGENDA ITEM VOTING POWER REQUIRED FOR WRITTEN CONSENTN/A 1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER MUST OWN THE CORRESPONDING PERCENTAGE OR SHARES WITH MARKET VALUE OF AT LEAST $2,000 FOR AT LEAST ONE April 25, 2017 Annual Meeting 3 Glass, Lewis & Co.

6 , LLC COMPANY PROFILEFINANCIALS1 YR TSR3 YR TSR YR TSR 500 * 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 EXECUTIVECOMPENSATIONCHANGE IN CEO PAY*1 YR3 YR5 YR-33% -33% -34% *SOURCE: EQUILAR. SAY ON PAY FREQUENCY1 Year P4P 2016 C GLASS LEWIS STRUCTURE RATINGFair GLASS LEWIS DISCLOSURE RATINGFair SINGLE TRIGGER CIC VESTINGNo EXCISE TAX GROSS-UPSNo CLAWBACK PROVISIONYes OVERHANG OF INCENTIVE BOARD &MANAGEMENTELECTION METHODM ajority w/ ResignationPolicy CEO STARTDATEO ctober 2016 STAGGERED BOARDNo AVERAGE NEDTENURE8 years COMBINED CHAIR/CEONo ANTI-TAKEOVERMEASURESPOISON PILLNo APPROVED BY SHAREHOLDERS/EXPIRATION DATEN/A.

7 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 PROFILEOVERALL ESG SCOREA verage Performer Comparative Industry: BanksBoard oversight for ESG Issues: YesAll 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 trillion. It is almost exclusively a retail bank, with wholesale andcommunity banking revenues accounting for 94% of net income of USD billion in FY2016.

8 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.

9 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.

10 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.