Wells Fargo-Transforming for the Future

March 2019

© 2019 Wells Fargo Bank, N.A. All rights reserved.

The Vision,Values &Goals of Wells Fargo

Our VisionOur ValuesOur GoalsWe want to satisfy ourcustomers' financial needsand help them succeed financially.

  • What's right for customers

  • People as a competitive advantage

  • Ethics

  • Diversity and inclusion

  • Leadership

We want to become the financial services leaderin these areas:

Customer service and advice

Team member engagement

Innovation

Riskmanagement

Corporatecitizenship

Shareholdervalue

Our Business, Strategy, and Goals

Wells Fargo is a diversified, community-based financial services company, with $1.9 trillion in assets and approximately 260,000 team members working to serve one in three households in the United States.

Primary Business Groups

Consumer Banking

  • Community Banking

  • Home Lending

  • Auto

  • Personal Lending and Small Business

Payments, Virtual Solutions,and Innovation (PVSI)

  • Payments businesses and deposit products

  • Credit Cards

  • Virtual Channels

  • Operations

  • Innovation

  • Merchant Services

Wealth and Investment

Management

  • Wells Fargo Advisors

  • Institutional Retirement and Trust

  • Asset Management

  • Private Bank

  • Abbot Downing

  • Wells Fargo Investment Institute

Wholesale Banking

  • Commercial Banking

  • Commercial Capital

  • Commercial Real Estate

  • Corporate and Investment Banking

  • Investment Portfolio

Key Components of Our Enterprise Strategy

Making Progress on Our Six Goals

  • Delivering excellent customer experiences through collaborating across business lines

  • Becoming more customer-centric

  • Simplifying our businesses and offerings

  • Improving operational excellence

  • Strengthening our risk oversight and controls

Our ability to sustain solid financial performance in the face of recent challenges is a testament to the financial durability provided by our core franchise and diversified business model.

  • Customer Service and Advice:Retail banking customer experience scoresfor "Customer Loyalty" and "Overall Satisfaction with Most Recent Visit"reached a 24-month high in December 2018

  • Team Member Engagement:In 2018, voluntary team member attrition improved to its lowest level in six years

  • Innovation:Creating digital account opening experience for many products, enhancing payments capabilities, and building capabilities and technologies that enable innovation; introduced customer-friendly services, including real-time balance alerts and Overdraft Rewind® to help our customers

  • Risk Management:Introduced an updated and expanded risk management framework and focused on multiple transformative risk initiatives

  • Corporate Citizenship:Donated $444 million to nearly 11,000 nonprofits, surpassing our 2018 target of $400 million

  • Shareholder Value:For 2018, record diluted earnings per common share; higher return on assets and return on equity (both up from 2017); continued to return significant capital to shareholders

Diverse and Skilled Director Nominees

Our director nominees represent a highly qualified and diverse mix of directors who bring qualifications,skills, and experience relevant to Wells Fargo's business, strategy, risk profile, and risk appetite.

AECCRCCC *

John D. Baker II

Executive Chairman and CEO, FRP Holdings,Inc.

Committees:AEC, CC*

Wayne M. Hewett

Senior Advisor, Permira; Chairman, DiversiTech Corporation

Committees:CRC, HRC,RC

James H. Quigley

CEO Emeritus and a retired Partner of Deloitte

Committees:AEC*, RC

Audit and Examination CommitteeCorporate Responsibility CommitteeCredit Committee

Committee Chair

Director Nominees

Celeste A. Clark

Principal, Abraham Clark Consulting, LLC; retired Sr. VP, Global Public Policy andExternal Relations, and ChiefSustainability Officer, Kellogg Company

Committees:CRC*, CC,GNC

Donald M. James

Retired Chairman and CEO, Vulcan Materials Company

Committees:FC, GNC*, HRC

Ronald L. Sargent

Retired Chairman and CEO, Staples, Inc.

Committees:AEC, CRC, GNC, HRC*

Theodore F. Craver, Jr.

Retired Chairman, President, and CEO, Edison International

Committees:AEC, FC*

Maria R. Morris

Retired Executive Vice President and head of Global Employee Benefits business, MetLife, Inc.

Committees:HRC, RC*

Timothy J. Sloan

CEO and President, Wells Fargo & Company

Committees:None

FC

Finance Committee

HRC

GNC

Governance and Nominating Committee

RC

Elizabeth A.("Betsy")Duke

Independent Chair

Former member of the Federal Reserve Board of Governors

Committees:CC, FC, GNC,RC

Juan A. Pujadas

Retired Principal, PricewaterhouseCoopers LLP, and former Vice Chairman, Global Advisory Services,PwC Intl.

Committees:CC, FC, RC

Suzanne M. Vautrinot

President, Kilovolt Consulting Inc.; Major General (retired), U.S. Air Force

Committees:CRC, CC, RC

Human Resources Committee

Risk Committee

Director Skillsets Align with our Strategy, Risk Profile,and Focus on our Vision, Values & Goals

Board is Diversein Backgrounds and Experiences

Commitment to RefreshmentEnsures Fresh Perspectives

42%

67%

33%

25%

33%

55%

3.5 years

of director nominees have financial services experience

of director nominees have risk management experience

of director nominees have human capital management experience

of director nominees are racially / ethnically diverse

of director nominees are women

of independent director nominees elected since Jan. 2017

average tenure* of independent director nominees

*Based on completed years of service from date first elected to the Board.

As previously disclosed, Karen B. Peetz, a current director, will retire as a director at the Company's 2019 annual meeting of shareholders.

Board-led Engagement Informs Governance Enhancements

Over the past two years, the Board has made changes to enhance its composition, oversight, andgovernance practices which were informed by the Board's comprehensive self-evaluation of Board performance and effectiveness and feedback provided by our investors and other stakeholders.

Over 25 engagement meetings held with institutional investors with Board Chair participationsince 2018 annual meetingOver 50 engagement meetings held with institutional investors since 2018 annual meetingMet with investors representing more than 35% of shares outstanding

Board-led engagement program conducted year round

Governance Practices

  • Board engaged a third party to facilitate its 2018 and 2017 Board self-evaluations

  • Enhanced director onboarding, director recruitmentand nomination, and Board succession planning processes

  • Enhanced existing shareholder right to call a special meeting

  • Enhanced Corporate Governance Guidelines, including to more fully articulate the role of the Board, reflect the independent Chair leadership structure, and implement an overboarding policy

  • Held meetings with external Stakeholder Advisory Council which was formed in Dec. 2017

Enhanced Disclosures

  • Published our Business Standards Report in Jan. 2019

  • Significantly enhanced disclosure about our human capital management, culture, and performance management program and compensation practices in our proxy statements

  • Disclosed our Company's genderand racial/ethnic pay gaps and additional metrics on the representation of women andpeople of color in senior leadership

  • Enhanced Board experience matrix in proxy statement to include diversity information

Board Composition and Leadership

  • Significant Board refreshment, with a majority of independent director nominees having joined the Board since Jan. 2017

  • Separated the roles of Chair and CEO in 2016

  • Since 2017 annual meeting, six of seven standing Board committees have new committee chairs

  • Enhanced skills and experiences represented on Board, including financials services, risk management, information security/cyber, technology, regulatory, human capital management, finance, consumer, business process and operations, and social responsibility experience

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Disclaimer

Wells Fargo & Company published this content on 18 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 March 2019 15:54:13 UTC