WELLS FARGO COMPANY

WELLS FARGO & COMPANY

March 14, 2013

Dear Stockholder:

The 2013 annual meeting of stockholders of Wells Fargo & Company will be held on April 23, 2013 at 8:30 a.m., Mountain time, in The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah. Please read the notice of meeting and proxy statement accompanying this letter carefully so that you will know what you are being asked to vote on at the meeting and what you will need to do if you want to attend the meeting in person.

Our proxy materials are available over the internet, and most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet and vote online. If you receive this notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the notice or on the website referred to on the notice.

Your vote is important. Please vote as soon as possible even if you plan to attend the annual meeting. The notice and the proxy statement contain instructions on how you can vote your shares over the internet, by telephone, or by mail. If you need help at the meeting because of a disability, please call us at 1-866-878-5865, at least one week in advance of the meeting.

Thank you for your interest in Wells Fargo.

Sincerely,

John G. Stumpf Chairman, President and

Chief Executive Officer

WELLS FARGO & COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME:

Tuesday, April 23, 2013, at 8:30 a.m., Mountain time

PLACE:

The Grand America Hotel 555 South Main Street Salt Lake City, Utah 84111

ITEMS OF BUSINESS:

(1) Elect as directors the 14 nominees named in the accompanying proxy statement;

(2) Vote on an advisory resolution to approve executive compensation;

(3) Approve the Company's Amended and Restated Long-Term Incentive Compensation Plan;

(4) Ratify the appointment of the Company's independent registered public accounting firm for 2013;

(5) Vote on a stockholder proposal to adopt a policy requiring an independent chairman, if properly presented;

(6) Vote on a stockholder proposal to provide a report on the Company's lobbying policies and practices, if properly presented;

(7) Vote on a stockholder proposal to review and report on internal controls over the Company's mortgage servicing and foreclosure practices, if properly presented; and

(8) Consider any other business properly brought before the meeting.

WHO CAN VOTE:

You may vote only if you owned shares of common stock at the close of business on February 26, 2013.

VOTING:

It is important that your shares be represented and voted at the meeting. You can vote your shares over the internet or by telephone. If you received a paper proxy card or voting instruction form by mail, you may also vote by signing, dating, and returning the proxy card or voting instruction form in the envelope provided. Voting in any of these ways will not prevent you from attending or voting your shares at the meeting. For specific instructions on how to vote your shares, see the information beginning on page 5 of the proxy statement. Please call us at 1-866-878-5865, if you need directions to attend the meeting and vote in person.

MEETING ADMISSION:

You may attend the meeting only if you owned shares of our common stock at the close of business on February 26, 2013. If you or your legal proxy holder plan to attend the meeting in person, you must follow the admission procedures described beginning on page 7 of the proxy statement. If you do not comply with these procedures, you will not be admitted to the meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS:

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 23, 2013. Wells Fargo's 2013 Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2012 are available at: wfc.

By Order of the Board of Directors,

Anthony R. Augliera Corporate Secretary

This notice and the accompanying proxy statement, 2012 annual report, and proxy card or voting instruction form were first made available to stockholders beginning on or about March 14, 2013.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Date and Time:

Tuesday, April 23, 2013 at 8:30 a.m., Mountain time

Place:

The Grand America Hotel 555 South Main Street Salt Lake City, Utah 84111

Record Date and Voting:

Only common stockholders as of the record date, February 26, 2013, are entitled to vote

Meeting Admission Requirements:

Only common stockholders and their duly appointed legal proxies who present the required identification and proof of stock ownership as of the record date will be admitted to the meeting.

Items of Business and Voting Recommendations

Items for Vote

Board Recommendation

1. Elect 14 directors 2. Advisory resolution to approve executive compensation (say-on-pay) 3. Approve the Amended and Restated Long-Term Incentive Compensation

Plan 4. Ratify the appointment of KPMG, LLP as the Company's independent

registered public accounting firm for 2013 5-7. Three stockholder proposals

FOR all nominees FOR

FOR

FOR AGAINST all proposals

Election of Directors (Item 1)

The following table provides summary information about each director nominee for election at the annual meeting.

Nominee John D. Baker II

Director Age Since Independent

Principal Occupation or Affiliation

64 2009 Yes

Executive Chairman and Director, Patriot Transportation Holding, Inc., Jacksonville, Florida (motor carrier and real estate company)

Committees

Audit and Examination; Corporate Responsibility; Credit

Elaine L. Chao

59 2011 Yes

Distinguished Fellow, Heritage Foundation, Washington, D.C. (educational and research organization)

Credit; Finance

John S. Chen

57 2006 Yes

Retired Chairman and Chief Executive Officer, Sybase, Inc., Dublin, California (computer software)

Human Resources

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Nominee

Director Age Since Independent

Principal Occupation or Affiliation

Committees

Lloyd H. Dean Susan E. Engel

62 2005 Yes 66 1998 Yes

President, Chief Executive Officer and Director, Dignity Health, San Francisco, California (health care)

Chief Executive Officer, Portero, Inc., New York, New York (online retailer)

Corporate Responsibility; Governance and Nominating; Human Resources; Risk

Credit; Finance; Human Resources

Enrique Hernandez, Jr.

57 2003 Yes

Chairman, President, Chief Executive Officer and Director, Inter-Con Security Systems, Inc., Pasadena, California (security services)

Audit and Examination; Corporate Responsibility; Finance; Risk

Donald M. James

64 2009 Yes

Chairman, Chief Executive Officer and Director, Vulcan Materials Company, Birmingham, Alabama (construction materials)

Finance; Human Resources

Cynthia H. Milligan

66 1992 Yes

Dean Emeritus, College of Business Administration, University of NebraskaLincoln, Lincoln, Nebraska (higher education)

Corporate Responsibility; Credit; Governance and Nominating; Risk

Federico F. Pe?a

66 2011 Yes

Senior Advisor, Vestar Capital Partners, Denver, Colorado (private equity firm)

Audit and Examination; Governance and Nominating

Howard V. Richardson

62 2013 Yes

Retired Partner, PricewaterhouseCoopers LLP, New York, New York (accounting and auditing firm)

Audit and Examination

Judith M. Runstad

68 1998 Yes

Former Partner and currently Of Corporate Counsel, Foster Pepper PLLC, Responsibility; Seattle, Washington (law firm) Credit; Finance; Risk

Stephen W. Sanger

66 2003 Yes

Retired Chairman and Chief Executive Officer, General Mills, Inc., Minneapolis, Minnesota (packaged food producer and distributor)

Governance and Nominating; Human Resources; Risk

John G. Stumpf

59 2006 No

Chairman, Chief Executive

N/A

Officer and President, Wells

Fargo & Company, San

Francisco, California

Susan G. Swenson

64 1994 Yes

Retired President and Chief Executive Officer, Sage Software-North America, Inc., United Kingdom (business management software and services supplier)

Audit and Examination; Governance and Nominating

The Board recommends you vote FOR each of the nominees named above.

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