Restricted Share Rights FAQs for RSRs and March 15, 2015 vesting for U.S.-based team members The following information addresses questions about certain restricted share rights (RSRs) scheduled to vest on March 15, 2015. Please review this information and plan accordingly. Important note Subject to the terms of the Wells Fargo & Company Long-Term Incentive Compensation Plan (LTICP) and the award agreement terms and conditions, vesting means that a participant has earned the right to receive the shares represented by the RSRs granted. To vest in RSRs, you must meet the requirements for continued employment or retirement and satisfy the other grant terms and conditions. The vesting criteria support Wells Fargo& Company’s intent to use these grants as a means of recognizing long-term performance. What is happening to my RSRs? How is taxable income calculated? Where will my Wells Fargo & Company stock be after the RSRs vest? When do my shares become available to me? How do I know my DRS account number? How is it used? What can I do with my shares after they are registered to me at Wells Fargo Shareowner Services? Do I have to sell my shares? What happens if I do nothing? What about dividends? Can I transfer my shares to my brokerage account? Can I sell shares through Wells Fargo Shareowner Services? How do I submit a written request to sell shares through Wells Fargo Shareowner Services? What are restricted share rights? How are RSRs different from stock options? Can I access information about my RSRs online? How do I create a Personal ID and password on Computershare using the Employee Online portal? I cannot find my PIN notification letter. How do I order a new PIN? Where can I find tax information about the vesting of my RSRs? Where can I learn more about RSRs at Wells Fargo? What additional resources are available if I have further questions about my RSRs? Q: What is happening to my RSRs? A: A portion of certain RSRs awarded to you are currently scheduled to vest Sunday, March 15, 2015. On Wednesday, March 18, 2015, the resulting shares of Wells Fargo & Company common stock (net of required tax withholdings) will be registered, issued, and deposited into a Wells Fargo Shareowner Services account in your name. You may leave your shares there, move them to a broker, or sell them through Wells Fargo Shareowner Services. Q: How is taxable income calculated? A: The taxable income will be calculated by multiplying the number of shares vesting on March 15, 2015, by the Fair Market Value (FMV), which will be the closing price of a share of Wells Fargo & Company common stock on the NYSE only as of March 13, 2015 (the immediately preceding NYSE trading day since March 15, 2015, is not a trading day). For example, assuming a NYSE-only closing stock price on March 13, 2015, of $50.00 per share, then 1,000 RSRs vesting would result in $50,000 of taxable income (1,000 multiplied by $50.00). In this example, the taxable income of $50,000 will be considered wages reported on your 2015 Form W2. Required tax withholding will be taken and subtracted from the vested shares, resulting in net shares being issued to your Wells Fargo Shareowner Services account. If tax withholding percentages in this example totaled 42%, then withholdings would equal $21,000* (42% of $50,000), resulting in 420 shares being withheld for taxes ($21,000 divided by FMV of $50). Accordingly, 580 net shares would be issued to the Wells Fargo Shareowner Services account in your name (1,000 RSRs vesting minus 420 shares withheld for taxes). Certain team members who were previously required to pay FICA Social Security (up to yearly limit) and Medicare employment taxes on an RSR award before it vested will only be subject to applicable income tax withholding and reporting; no further Social Security and Medicare withholding and reporting will occur at vesting on that particular RSR award for these certain team members. *Actual withholding rates to be calculated by Wells Fargo Payroll. Required tax withholdings are: federal income tax (at supplemental flat rate), state income tax, FICA Social Security (up to yearly limit), and Medicare employment taxes. Taxes with annual limit amounts (for example, FICA) will be applied first to any bonus payment made on March 13, 2015, before calculating RSR tax withholdings for this vesting. Q: Where will my Wells Fargo & Company stock be after the RSRs vest? A: You will receive an email from Wells Fargo Shareowner Services with instructions on how to sign on and access your account on March 18, 2015, after your RSRs vest and the net shares of Wells Fargo & Company common stock have been issued and registered to you in a direct registration account (DRS). That email from Wells Fargo Shareowner Services will be sent to your Wells Fargo work email address (or to the email address you previously provided to Wells Fargo Shareowner Services). It will provide additional instructions explaining how you can activate (if needed), sign on to, access, and manage your DRS account online beginning March 18, 2015. Q: When do my shares become available to me? A: It takes approximately three business days after vesting occurs to calculate the required tax withholding and to deposit the shares at Wells Fargo Shareowner Services. For the March 15, 2015, vesting, your shares should be available to you March 18, 2015. At that time, you can access your shares electronically by signing on to shareowneronline.com. Q: How do I know my DRS account number? How is it used? A: Wells Fargo Shareowner Services will send you a DRS statement by first-class mail a few days after the vesting. It will include your DRS account number and step-by-step instructions on how to access, move, or sell your shares. In addition, if you have a valid Wells Fargo email address (or if you have previously provided an email address to Wells Fargo Shareowner Services) you will receive an email from Wells Fargo Shareowner Services on March 18, 2015, letting you know that your shares have posted. The email will also include your DRS account number and step-by-step instructions on how to access, move, or sell your shares. Your DRS account number is needed to access your account online or by phone using the Wells Fargo Shareowner Services interactive voice response (IVR) system at 1-866-927-1164 (651-306-4350), Monday through Friday, from 8:00 a.m. to 8:00 p.m. Eastern Time, beginning March 18, 2015. Q: What can I do with my shares after they are registered to me at Wells Fargo Shareowner Services? A: You can keep, transfer, or sell the shares; it is up to you. Remember to keep in mind Wells Fargo & Company’s stock ownership policy for Long-Term Incentive Compensation Plan (LTICP) participants. Subject to any restrictions or limitations under applicable laws, if you receive long-term equity from © 2015 Wells Fargo Bank N.A. All rights reserved. Wells Fargo & Company, you are expected to maintain a certain level of Wells Fargo & Company stock/units in your holdings based on a target that is generated when you profit from Wells Fargo & Company’s stock (for example, when you exercise stock options or receive shares from the vesting of a restricted share right). For more information on this policy, please visit the About Stock Ownership page on Teamworks. Q: Do I have to sell my shares? A: No. You can leave the shares in your Wells Fargo Shareowner Services account. The choice is yours. Q: What happens if I do nothing? What about dividends? A: Until you take action, your shares will remain in your account at Wells Fargo Shareowner Services. You will maintain voting rights for these shares and any dividend distributions will either be sent to you or reinvested into additional shares if you have chosen dividend reinvestment. Q: Can I transfer my shares to my brokerage account? A: Yes, you may transfer all or a portion of the shares to a brokerage account at Wells Fargo Advisors, LLC, or to an external broker. To do this, you will need to ask your broker to initiate a transfer. At a minimum, brokers generally need to know the Wells Fargo Shareowner Services DRS account number and the number of shares that you wish to transfer (contact your broker about share transfer information requirements). Wells Fargo Shareowner Services cannot initiate a transfer to a brokerage account. If you are a client of WellsTrade, please contact an agent at 1-800-TRADERS (1-800-872-3377) for assistance (available 24 hours a day, 7 days a week). To open a brokerage account with Wells Fargo Advisors, LLC, please call 1-866-281-3815, Monday through Friday, 8:30 a.m. to 9:30 p.m. Eastern Time, and Saturday, 10:30 a.m. to 7:00 p.m. Eastern Time. Q: Can I sell shares through Wells Fargo Shareowner Services? A: Yes, you may sell your shares through Wells Fargo Shareowner Services.1 The proceeds from the sale can be delivered by check or transferred through the Automated Clearing House (ACH) system (subject to fees). After the shares are deposited into your account, you will receive a separate communication from Wells Fargo Shareowner Services about how to access and manage your shares, including ACH and sale fee information. Another option is for you to first transfer your shares to a broker and then sell them. Check with your broker about any applicable fees. In selling your shares, please bear in mind the prohibition on insider trading set forth in the Wells Fargo Code of Ethics & Business Conduct, as well as, if applicable to you, the Wells Fargo & Company Personal Trading Policy. Q: How do I submit a written request to sell shares through Wells Fargo Shareowner Services? What are restricted share rights? How are RSRs different from stock options? A: For instructions on how to submit a written request, contact Wells Fargo Shareowner Services directly at 1-866-927-1164 (651-306-4350) or online at shareowneronline.com using the Contact Us link in the top right corner of the home page. Telephone representatives are available Monday through Friday, 8:00 a.m. to 8:00 p.m. Eastern Time. Q: What are restricted share rights? A: Restricted share rights (RSRs) are rights to receive shares of Wells Fargo & Company common stock at a future date, provided certain vesting requirements and other conditions are satisfied. Upon vesting of 1. Wells Fargo & Company’s stock ownership policy for Long-Term Incentive Compensation Plan (LTICP) participants: Subject to any restrictions or limitations under applicable laws, if you receive long-term equity from Wells Fargo & Company, you are expected to maintain a certain level of Wells Fargo & Company stock/units in your holdings based on a target that is generated when you profit from Wells Fargo & Company’s stock (for example, when you exercise stock options or receive shares from the vesting of a restricted share right). For more information on this policy, please visit the About Stock Ownership page on Teamworks. © 2015 Wells Fargo Bank N.A. All rights reserved. RSRs, team members receive shares of Wells Fargo & Company common stock (less required tax withholding) to hold or sell at their discretion.1 Q: How are RSRs different from stock options? A: Like stock options, RSRs provide participants with the opportunity to share in any future appreciation in the price of Wells Fargo & Company common stock. However, unlike stock options, participants do not have to pay for the shares. (Note: Applicable taxes on the value of the shares at vesting will be withheld. Tax treatment in certain international jurisdictions may vary.) Like stock options, because no shares are issued in connection with the grant of RSRs, participants do not have the rights (such as voting or dividends) of a shareholder until the shares are issued upon vesting of the RSRs. However, unlike stock options, in the event that the Wells Fargo & Company Board of Directors declares dividends during the vesting period, a participant may, to the extent provided in the award terms, receive additional RSRs upon vesting to reflect those dividends. The additional RSRs are often referred to as “dividend equivalents.” Additionally, RSRs do not expire like stock options. After an RSR award vests, shares are delivered to the participant to sell or to hold for as long as he or she sees fit.1 Q: Can I access information about my RSRs online? A: Yes. If you have access to Teamworks, you can view your RSR awards online (including details about vesting) by signing on from the About LTICP page (use the red Sign On button for Long-Term Equity Awards). From home, you can access your RSR awards from any web browser by visiting Computershare directly at computershare.com/employee/us. From the Computershare website, you can review the grant agreement you received at the time of the award, along with other details about the Wells Fargo & Company LTICP, including the LTICP prospectus. To obtain a paper copy of the LTICP prospectus, please send a written request to the Wells Fargo Stock Plan Administration Department, MAC N9311-173, 625 Marquette Ave., 17th Floor, Minneapolis, MN 55402. Q: How do I create a Personal ID and password on Computershare using the Employee Online portal? A: To see the details of your vesting RSRs, you will need to create a personal ID and password on Computershare as follows: Authentication instructions 1. Go to computershare.com/employee/us. 2. Enter your Company Code (WFC). 3. Select the Next button, directing you to the Employee Online website. If you have previously created a Personal ID or User ID, log in using the Existing User Log-in Instructions, as described below. If you are a new user to the site, follow the New User Instructions for activating your account. Existing user log-in instructions 1. Enter your User ID (this is the Personal ID you already created). 2. Enter your password. Please note: If it has been a while since you accessed this site from home, you will be asked to complete a one-time security update. 3. Click View Account. After accepting the terms of the site, you will have access to your LongTerm Equity Award record. © 2015 Wells Fargo Bank N.A. All rights reserved. New user instructions 1. Choose New User Activate Account. 2. Enter your Global Identifier (also known as your Global ID or Employee ID on Wells Fargo’s payroll system). 3. Enter the PIN or password. (Call Computershare at 1-866-463-1070 for assistance.) 4. Complete the Account Update information. 5. Create your Personal Site Seal (that is, security image and questions). 6. Complete the confirmation code process; you will be prompted to accept terms and conditions for your account setup. 7. Click View Account. After accepting the terms of the site, you will have access to your LongTerm Equity Award record. Q: I cannot find my PIN notification letter. How do I order a new PIN? A: Call Computershare to order a new PIN, which will be mailed to your address of record. To reach a customer service representative at Computershare, call 1-866-463-1070, Monday through Friday, from 3:00 a.m. to 9:00 p.m. Eastern Time, excluding bank holidays. The TDD phone number is 1-800-2315469. Q: Where can I find tax information about the vesting of my RSRs? A: You will receive a confirmation statement about the vesting of your RSRs in the mail from Computershare, our recordkeeping system for all RSR awards. Your confirmation will also be available online at Computershare beginning March 18, 2015 (see Long-Term Equity Awards, under Orders and Transactions). For your convenience, you can reprint your confirmation statement by signing on to Computershare using the Long-Term Equity Awards Sign On page on Teamworks. You can also access Computershare from any web browser at computershare.com/employee/us. Click Details next to Employee Grants and Awards, choose Orders & Transactions, and select the confirmation you wish to review. If you are signing on through Teamworks, click Orders & Transactions, and select the confirmation you wish to review. You may also refer to the LTICP prospectus for some general tax information on RSRs. If you have further tax questions, please refer to the RSRs award agreement you received with your grant and speak to your tax advisor. To reach a customer service representative at Computershare, call 1-866-463-1070, Monday through Friday, from 3:00 a.m. to 9:00 p.m. Eastern Time, excluding bank holidays. The TDD phone number is 1800-231-5469. Q: Where can I learn more about RSRs at Wells Fargo? A: If you have access to Teamworks, visit the About RSRs page, located under Executive Compensation; if necessary, use the Search function on Teamworks to locate About RSRs. In addition, you can obtain General Information About Restricted Share Rights (PDF, 1.54MB) on the About LTICP website on Teamworks (look under Plan Resources). Q: What additional resources are available if I have further questions about my RSRs? A: Additional resources are available to you by telephone as follows: If you have further questions about your RSRs, please contact Computershare at 1-866-4631070, Monday through Friday, from 3:00 a.m. to 9:00 p.m. Eastern Time, excluding bank holidays. The TDD phone number is 1-800-231-5469. If you have questions about accessing, moving, or selling your shares after they are posted to your shareowner account, please contact Wells Fargo Shareowner Services at 1-866-927-1164 (651-306-4350), Monday through Friday, from 8:00 a.m. to 8:00 p.m. Eastern Time, beginning March 18, 2015. Relay service is available upon request. © 2015 Wells Fargo Bank N.A. All rights reserved. Other important information This communication is intended for team members who are (or were) paid on a U.S. payroll system and is general information only. It is not intended to be a complete description of the LTICP or any awards that may be granted under the LTICP. Awards under the LTICP will in all cases be conditioned upon and subject to the approval of the Human Resources Committee (HRC) and be subject to such terms and conditions as approved by the HRC in accordance with the provisions of the LTICP and reflected in the applicable award agreement. If any information in this communication conflicts with the LTICP, any applicable award agreement, or the LTICP prospectus, the terms of the official LTICP document will govern in all cases. Wells Fargo & Company reserves the right to amend, modify, or terminate the LTICP at any time. Please refer to the LTICP prospectus for more information. The summary generally describes certain U.S. federal income tax consequences of RSRs awards. This summary is general in nature and is not intended to cover all tax consequences that may apply to participants. The tax consequences related to RSRs awards can be complex and will vary by individual and in accordance with the laws of the applicable jurisdiction where a participant is employed. Participants are strongly urged to consult their personal tax advisor with respect to any award they may receive. © 2015 Wells Fargo Bank N.A. All rights reserved.