Notice of Annual Meeting and Proxy Statement

Notice of Annual Meeting and Proxy Statement

Wells Fargo & Company 2020 Annual Meeting of Shareholders

Letter to our Shareholders from our Chairman of the Board and our Chief Executive Officer

March 16, 2020

Dear Fellow Shareholders,

Under new leadership, Wells Fargo is moving with a sense of urgency to remediate our historical issues and establish the strong foundation necessary to regain the trust of all stakeholders and position the Company for the future. We are supported by the strength of our franchise, including Wells Fargo's diversified business model, strong distribution across both physical and digital channels, and leading market positions in many areas. Going forward, we recognize it is imperative that we maintain the highest standards of operational excellence and integrity. We have made significant changes to our governance, management, structure, processes, and culture over the past year.

Your Board also has continued to enhance its oversight, including by adding new directors with expertise in areas relevant to our business such as financial services, regulatory matters, and business operations. In addition to overseeing the centralization of Wells Fargo's organizational structure, the strengthening of its risk management program and the development of its strategy, the Board is focused on holding management accountable for implementing our strategy consistent with our risk management framework and executing on our regulatory commitments.

On behalf of Wells Fargo, we would like to thank Betsy Duke and Jim Quigley, who resigned as directors on March 8, 2020, for their contributions to Wells Fargo. We are honored that we have the opportunity to lead this great franchise as we, together with the other directors, management team, and employees, do what is necessary to again make Wells Fargo one of the most respected and successful banks in the country. We have a lot of work ahead, but we are optimistic about our future and confident that Wells Fargo has the ability to realize its potential.

We are pleased to invite you to attend our 2020 Annual Meeting of Shareholders to be held on April 28, 2020, at 10:00 a.m., Mountain Daylight Time, at The Grand America Hotel, 555 South Main Street, Salt Lake City, Utah 84111. The matters to be considered include the election of directors, an advisory vote to approve the 2019 compensation of our named executive officers, the ratification of the appointment of our independent registered public accounting firm for 2020, and up to three shareholder proposals.

Your vote is important to us. Please vote as soon as possible even if you plan to attend the annual meeting. The notice and proxy statement provide you with information about how you can vote your shares over the internet, using your mobile device, by telephone, or by mail. Thank you for your continued investment in and support of Wells Fargo.

Sincerely,

Charles H. Noski Chairman

Charles W. Scharf CEO

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Notice of 2020 Annual Meeting of Shareholders

Meeting Information

Date & Time Tuesday, April 28, 2020 10:00 a.m., MDT

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

Record Date February 28, 2020

How to Vote

Your vote is important! Please vote your shares in person or in one of the following ways:

By Internet Visit the website listed in your notice of internet availability of proxy materials or your proxy card or voting instruction form

By Phone Call the toll-free voting number in your voting materials

By Mail Mail your completed and signed proxy or voting instruction form

By Mobile Device Scan the QR Barcode on your voting materials

Items of Business

1 Elect as directors the 12 nominees named in our proxy statement 2 Vote on an advisory resolution to approve executive compensation 3 Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2020 4 Vote on three shareholder proposals (Items 4 ? 6), if properly presented at the meeting and not previously

withdrawn

5 Consider any other business properly brought before the meeting

By Order of our Board of Directors,

Anthony R. Augliera, Deputy General Counsel and Corporate Secretary

* We are monitoring developments regarding the coronavirus or COVID-19 and preparing in the event any changes for our annual meeting are necessary or appropriate. If we determine to make any change, such as to the location or to hold the meeting by remote communication, we will announce the change in advance and provide instructions on how shareholders can participate at . If we determine to hold our annual meeting by remote communication, a list of our shareholders of record will be made available to shareholders during the meeting at: WFC2020.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 28, 2020: Wells Fargo's 2020 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2019 are available at: wfc (for record holders) or (for street name holders and participants in Company Plans).

This notice and the accompanying proxy statement, 2019 annual report, and proxy card or voting instruction form were first made available to shareholders beginning on March 16, 2020. You may vote if you owned shares of our common stock at the close of business on February 28, 2020, the record date for notice of and voting at our annual meeting.

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