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AGM 2025

Apr 29, 2025

Operator

Today, and welcome to the Wells Fargo & Company annual meeting of shareholders. Wells Fargo owns all rights to any photographs and audio or video recordings of the annual meeting. Any rebroadcast, retransmission, or other audio or video distribution of the annual meeting without the express written consent of Wells Fargo is prohibited. Remarks made during today's annual meeting may contain forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties.

Factors that could cause actual results to differ materially from our expectations are detailed in Wells Fargo's filings with the Securities and Exchange Commission, including the 2024 Form 10-K available on the investor relations page of Wells Fargo's website at wellsfargo.com. Information about any non-GAAP financial measures referenced, including a reconciliation of those measures to GAAP measures, can also be found in Wells Fargo's SEC filings and the earnings materials available on Wells Fargo's website. I would now like to turn the meeting over to Stephen D. Black, Chair of the Board of Directors, who will preside over this meeting.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, Operator, and welcome, everyone. I'm Stephen Black, Chair of the Board of Directors of Wells Fargo & Company. On behalf of the independent directors of the board, our CEO, Charlie Scharf, and the rest of our senior management team, I welcome all shareholders and guests to our annual meeting. All director nominees for election are in virtual attendance today at the meeting, and thank you very much for joining us. It's 10:01 A.M. Eastern Time, and the polls are now open. Please note that if we experience technical issues such as a loss of audio or webcast connection, we ask that shareholders and guests stand by and allow us time to try to resolve the issue and resume the meeting or otherwise provide an update relating to the meeting.

If a technical disruption occurs that prevents us from continuing the meeting and the polls have been open but the meeting is not adjourned, the polls will be closed immediately. In that situation, votes received prior to the time the polls were closed will be counted, the meeting will not be reconvened, and the results will be announced publicly. As we get underway, I would first and foremost like to thank all of our shareholders for your investment in Wells Fargo. We truly appreciate the trust you have placed in us. Please review our agenda today posted under Meeting Materials located on the virtual meeting site as it lists the order of business for our time together. Our rules of conduct for the meeting also are posted under Meeting Materials. The rules of conduct explain how we will conduct the meeting, including the two question-and-answer sessions.

During the first question-and-answer session, shareholders may submit questions on the items of business to be considered at the meeting. After the company update, we will hold a general question-and-answer period. To allow all shareholders an opportunity to ask questions, each shareholder may be limited to two questions. As noted in our rules of conduct, the only business matters to be conducted at the annual meeting are matters set forth in the Notice of Annual Meeting and Proxy Statement dated March 19th, 2025. The company does not intend to address questions or comments relating to certain types of matters, including matters not pertinent to the meeting or business of the company or matters about a personal concern or grievance. If you have a personal, financial, or employee workplace matter to discuss, we have customer service and human resource representatives available to help you.

Contact information for each of those groups is included in our rules of conduct. In addition, if we are unable for any reason to answer all of your questions during today's meeting, please contact us directly through our investor relations website. We may group, summarize, and answer together questions from multiple shareholders on the same topic or that are otherwise related. I will start with some brief remarks, after which we will proceed to the presentation of business items to be considered at this meeting. Following the presentation of all company and shareholder proposals, we will hold a question-and-answer session on the proposals. At the end of that question-and-answer session, we will close the polls and announce the preliminary voting results. We will then adjourn the business portion of the meeting.

After the business portion of the meeting, our CEO, Charlie Scharf, will provide an update on the company, and then we will hold a general question-and-answer session. Before we get to the business of the meeting, I would like to spend a few minutes highlighting some of the board's areas of focus during the past year and the company's progress as we continue to move forward in 2025. Since our last meeting, Wells Fargo has continued to make significant progress on our priorities while delivering strong financial performance and focusing on our customer-centric culture. Under our board's oversight and management's leadership, our talented employees have advanced the company's work on what remains our top priority: building a risk and control infrastructure appropriate for our size and complexity. Our management team has demonstrated a track record of progress in meeting our own high expectations and those of our regulators.

As an indicator of that progress, seven consent orders were terminated in 2024 and 2025. While this work is not done, the board is confident that under Charlie's leadership, the company will complete these plans that are in place. For the board, we are focused on our directors bringing an appropriate mix of professional experiences, capabilities, and perspectives to provide effective oversight as the company's strategy, risk appetite, and risk profile evolve. As a result of our thoughtful attention to board and committee composition, we also have a range of tenures with a balance of fresh perspectives and institutional knowledge. Overall, we believe the strength of our board planning process and recent refreshment is reflected in the slate of candidates up for election at today's meeting and that our 13 director nominees contribute the right mix of skills and experience to oversee this great financial service franchise.

The strong performance across financial and operating priorities in 2024 is a credit to our senior leadership team. Since 2019, all of our operating committee members are new to the company or new to their roles. Most recently, in 2024, we welcomed Bridget Engle, who joins Wells Fargo as our new Head of Technology in August. Fernando Rivas also joined Wells Fargo in 2024 as co-CEO of our Corporate Investment Banking business and then became the sole CEO of the CIB in January of 2025 following the retirement of co-CEO Jonathan Weiss. I would also like to express my gratitude on behalf of our entire Board to our employees who continue to demonstrate a great deal of resiliency as we continue our transformational journey. Charlie and our management team remain focused on attracting the best talent to serve a broad set of customers and clients.

The progress we are seeing across our priorities would not be possible without all of you. Finally, to our shareholders, thank you for your investment in Wells Fargo. We have demonstrated a history of responsiveness to your valuable feedback, which informs our decision-making. We continue to appreciate the opportunity to engage with many of our investors and other stakeholders. As Chair of the Board, I'm extremely encouraged by the company's progress and could not be more excited for the future of Wells Fargo. We will now proceed to present the items of business to be considered at this annual meeting. The first three items on the agenda are management proposals that will be presented on behalf of the company. The next four items on the agenda are shareholder proposals. The shareholder proponents or their authorized representatives will present their respective proposals.

While the items of business are being presented, shareholders may submit questions on these items by typing them in the Ask a Question box in the virtual meeting website. After all agenda items have been presented, we respond to the questions on those proposals. I confirm that the notice of the annual meeting of shareholders and the affidavit of the mailing of the notice have been filed with the corporate secretary as part of the record of this meeting. We have appointed John Murga of American Election Services as inspector of election. Also joining us today is Emma Bailey, our corporate secretary. Emma, please confirm the presence of a quorum.

Emma Bailey
Deputy General Counsel, Wells Fargo & Company

The inspector of election has advised me that holders of shares of common stock representing at least 87.3% of the total number of common shares outstanding and entitled to vote are present in person or represented by proxy, which constitutes a quorum.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, Emma. I declare that a quorum is present and that this meeting is duly convened for the purpose of acting on the items of business that are properly presented at the meeting. I move for a vote by the shareholders on items one through three, which are management proposals, and if properly presented, items four through seven, which are shareholder proposals, including the company's proxy statement. For the proposals listed in the proxy statement, most of you have already submitted your proxy to vote and do not need to vote again unless you want to change your vote. If you wish to change your vote and you are a record holder of Wells Fargo shares, you may vote online by following the instructions in the proxy materials sent to you.

At this time, I would like to introduce the Wells Fargo executive officers who will vote the proxy submitted by our shareholders: Derek A. Flowers, Chief Risk Officer, and Michael P. Santomassimo, Chief Financial Officer. Both are attending virtually today. If you submitted your proxy, Derek and Mike, as proxies, will vote your shares as you have instructed. We will now move to the formal presentation of items of business to be considered at this year's annual meeting. I will present items one through three, the items being presented by the company. Item one on the agenda is the election of directors. The board has set the number of directors to be elected at 13, and it has designated 13 nominees for election. Emma, would you please read the names of each nominee for director?

Emma Bailey
Deputy General Counsel, Wells Fargo & Company

The nominees for director are Stephen D. Black, Mark A. Chancey, Celeste A. Clark, Theodore F. Craver Jr., Richard K. Davis, Fabian T. Garcia, Wayne M. Hewitt, Cecilia G. Morken, Maria R. Morris, Felicia F. Norwood, Ronald L. Sargent, Charles W. Scharf, and Suzanne M. Votrnova.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, Emma. These individuals have been nominated and quoted to our bylaws. Information about each of the nominees is presented beginning on page eight of our 2025 proxy statement. Item two on the agenda is an advisory vote to approve executive compensation. The proposal appears on page 41 of the proxy statement. Item three on the agenda is a proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for 2025. The proposal appears beginning on page 91 of the proxy statement. Mark Sreegas and Corey King of KPMG are also in attendance virtually at today's annual meeting. As stated in the proxy statement, the board has recommended that shareholders vote for each of the director nominees for election under item one and for items two and three. Items four through seven are proposals being presented by the shareholders.

As a reminder, the statements you will hear in connection with the next several proposals are made by the proponents of the proposals or their duly qualified representatives and naturally reflect the points of view of the shareholder proponents. These statements may contain inaccuracies that we may or may not address. If a shareholder proponent's statement in support of a proposal contains personal testimonials, assertions related to his or her own employment, or any other matter outside the scope of the proposal itself, those statements will not receive a response in this form. As stated in the proxy statement, the board has recommended that shareholders vote against items four through seven. More detail on the reasons for the board's recommendations can be found on page 96 through 111 of the proxy statement. Item four is a proposal from the Comptroller of the state of New York, Thomas P. DiNapoli, trustee of the New York State Common Retirement Fund, a shareholder of the company, requesting the company prepare an annual report on prevention of workplace harassment and discrimination. The proposal appears beginning on page 97 of the proxy statement. Janet McCarthy, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item four.

Good morning, Chair Black, members of the board of directors and management, and fellow Wells Fargo stakeholders. On behalf of New York State Comptroller Thomas DiNapoli, trustee of the New York State Common Retirement Fund, owner of over 4.8 million shares of Wells Fargo valued at over $341 million as of December 31st, 2024, I am presenting item four on the proxy. The proposal requests a report describing and quantifying the effectiveness and outcomes of company efforts to prevent harassment and discrimination against protected classes of employees, including, but not limited to, sexual harassment and racial discrimination. Wells Fargo has not implemented the proposal. The company's proxy statement in opposition to item four references Wells Fargo's policy and processes around harassment and discrimination in the workforce, but the data requested in the proposal is not provided. There is insufficient information for shareholders to meaningfully assess the effectiveness of these programs.

Persistent controversies have surrounded Wells Fargo's workforce management. Its hiring practices came under scrutiny when it was reported that the company conducted interviews of diverse candidates for positions that had already been filled and subsequently retaliated against those employees that complained about the sham interviews. A shareholder suit was filed alleging the board ignored pervasive issues of discrimination, and it has survived a motion to dismiss. There have been numerous discrimination and retaliation suits filed by employees. Failure to address these issues at a fundamental level may further erode the market's confidence in the company. A 2022 study entitled, "How Much Does Workplace Sexual Harassment Harm Firm Value?" published in the Journal of Business Ethics found that the companies that have high incidences of sexual harassment may suffer significant long-term damage to firm value. The shareholder proposal requests the report outlined in item four because workplace abuse, harassment, and discrimination can result in substantial costs to companies, including costs related to employee turnover, increased absenteeism, and reduced productivity, as well as legal costs, all of which can harm firm value. Thank you.

Item five is a proposal from Harrington Investments, a shareholder of the company, requesting an annual report on congruency of political spending and corporate values. The proposal appears beginning on page 102 of the proxy statement. Anne Michelle Roberts will now present proposal five on behalf of the proponent.

Anne Michelle Roberts
Corporate Accountability, Wells Fargo

Hi. My name is Anne Michelle Roberts with Corporate Accountability. Today, on behalf of Harrington Investments, I present our resolution, now in its third consecutive year, calling for an annual congruence analysis between Wells Fargo's stated corporate values and its election-yearing contributions and public policy affiliation. Last year, more than 25% of shareholders supported this proposal. The support sent a clear signal. Investors are increasingly concerned about reputational risk, brand integrity, and long-term value erosion when a corporation's words do not fully align with its actions. It is critical that corporations like Wells Fargo move beyond statements of commitment and actually ensure that every aspect of their operation and political affiliations align with their core principles. This isn't just about accountability.

It's about protecting shareholder value, restoring public trust, and ensuring that this corporation doesn't fund the very focuses that oppose its declared mission or support trade and industry groups that could undermine its own stated policies. Wells Fargo claims a commitment to environmental, social, and governance, otherwise known as ESG, principles and racial equity. Our team has found clear contradictions between these claims and the company's actions. While the company claims to support diversity, equity, and inclusion, its political action committee PAC donations tell a different story. According to a leaked PAC transparency report, Wells Fargo supports candidates who value bipartisanship and DEI. Yet in practice, it has donated to lawmakers who voted against certifying the 2020 election and supported politicians like Governor Greg Abbott, who launched investigations into the families of transgender youth.

Let's not forget, Wells Fargo paid $175 million in settlement allegations of discrimination against over 30,000 Black and Hispanic borrowers, just one of the long line of settlements, lawsuits, and broken trusts with communities that the bank claims to uplift. In 2019, it seemed that the corporation would cut ties to private prisons. However, concerns remain regarding the institution's financial ties to the GEO Group and CoreCivic, corporations that have profited heavily from immigrant detention and mass incarceration of Black and Brown people. Private prisons like GEO have been accused of housing nearly 80% of people held in ICE custody, further expanding the incarceration and criminalization of Black and Brown communities. Wells Fargo also financially supported Atlanta Police Foundation, fueling the construction of COP City, a $90 million police militarization project proposed to Atlanta's residents. COP City is a direct investment in police violence.

Wells Fargo harms extend beyond incarceration into the economic foundation of Black and Brown communities. The company played a major role in the predatory subprime mortgage crisis, devastating Black borrowers. The Consumer Financial Protection Bureau found statistically significant disparities in how often Black and female borrowers received fewer pricing exceptions compared to other customers. Shareholders and investors need to know the alignment between what the corporation says and what it does. Wells Fargo cannot continue to claim the moral high ground on issues like climate, race, and equity while quietly investing in their erosion. The time for ambiguity is over. We're asking you, shareholders, to vote yes on item five and support our call for an annual congruence analysis of whether Wells Fargo's operations and political affiliations, board service, and membership affiliation align with its own stated values. Thank you.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, Ms. Roberts. Item six is a proposal from the Comptroller of the City of New York on behalf of the New York City Teachers' Retirement System, the New York City Employees' Retirement System, and the New York City Police Pension Fund, shareholders of the company, requesting disclosure of the company's energy supply ratio. The proposal appears beginning on page 106 of the proxy statement. Jennifer Konovitz, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item six.

Good morning. I am presenting item six on behalf of New York City Comptroller Brad Lander and the New York City Pension Funds, which are long-term shareholders of Wells Fargo. We urge shareholders to vote for item six, disclosure of an energy supply ratio, or ESR, disclosure that reflects how Wells Fargo financing is allocated between low carbon and fossil fuel activities. Wells Fargo is one of the world's largest financers of fossil fuels, yet it has recently taken a step back from its public climate commitments and transparency, exiting the Net-Zero Banking Alliance and, importantly, discontinuing its sector-specific 2030 interim finance emissions targets and its goal to achieve net-zero by 2050. These actions are of concern to investors and limit investor visibility into how the bank is managing its long-term climate-related risks and energy transition opportunities. Risks and opportunities it still acknowledges in its own disclosures.

Given regulators' broader retreat from required climate disclosures, investors are now concerned that the bank will also discontinue its essential and decision-useful finance emissions disclosures. All these developments mean that ESR disclosure is now critical. While investors believe that continuing finance emissions reporting is essential, we also believe that a disclosure of a dollar-based ESR metric grounded in internal bank data complements such disclosure, providing a more comprehensive view of the bank's role and priorities in the energy transition. We also note that Wells Fargo has reiterated its commitment to sustainable finance, citing the significant business opportunity in supporting its clients' transition efforts. Investors recognize that the energy transition is already underway, and given the magnitude of the opportunity, seek clearer insight into how Wells Fargo is allocating financing across the energy supply spectrum.

However, investors still lack specifics on Wells Fargo's annual energy supply financing within its sustainable financing commitment. A bank calculated ESR using internal data rather than third-party estimates like Bloomberg NEF will enhance its transparency and accountability. Notably, Bloomberg estimates do not include lending and rely solely on public information. Several additional industry developments have strengthened the investor case for ESR disclosure. JP Morgan has now published its ESR and methodology, confirming that it is feasible and provides, "An insightful metric aligned with how it makes financing decisions." Other top 20 fossil fuel financers have also committed to ESR disclosure, and Bloomberg and the Institute of International Finance have also released tools and guidance that support implementation. Finally, it is important to note that the proposal is not prescriptive. It leaves the methodology of an ESR entirely at Wells Fargo's discretion. Moreover, the proposal does not request targets or constrain its financing activities in any way. Instead, the ESR provides an essential perspective on the institution's positioning within the energy transition. It will give investors better means to assess the bank's real-world role in the energy supply and how it is managing the transition risks and opportunities that remain critical to its long-term performance. We urge a vote for item six. Thank you.

Item seven is a proposal from American Baptist Home Mission Societies, a shareholder of the company, and two co-filers requesting a report on respecting Indigenous people's rights. The proposal appears beginning on page 109 of the proxy statement. Caitlyn Sesnik, on behalf of the proponent, has submitted an audio presentation. Operator, please play the audio recording for item seven.

Good morning, Wells Fargo board and shareholders. My name is Caitlyn Sesnik, and I am representing the American Baptist Home Mission Societies. I'm here today to promote proposal seven, which requests an evaluation of Wells Fargo's policies and practices in respecting Indigenous people's rights. This resolution has come before Wells Fargo year after year because this issue remains urgent and because the bank's financing decisions continue to raise serious concerns. Wells Fargo has provided over $3.86 billion in funding to Enbridge, which is a company attempting to build the Rio Bravo gas pipeline through the ancestral lands of the Carrizo Comecrudo tribe of South Texas, without their consent and in the face of strong community opposition. The bank has also supported Enbridge's highly contested Line 3 and Line 5 pipeline re-routes. These projects cut through the lands of multiple Ojibwe tribes and the Bad River Band tribe.

In fact, in 2023, a federal court ruled that Line 5 had been operating illegally on Bad River territory since 2013 and ordered Enbridge to pay over $5 million and shut the pipeline down. Indigenous leaders have called Line 5 an act of cultural genocide. Wells Fargo has a track record of financing companies that violate Indigenous people's rights, including the notorious Dakota Access Pipeline. That project sparked massive international protests and led to financial consequences. Banks incurred an estimated $4.4 billion in losses from account closures alone, and two cities pulled $2 billion in assets from Wells Fargo. Indigenous peoples have internationally recognized rights. These include the right to self-determination and decision-making over their lands. These rights are not symbolic. They require free, prior-informed consent, meaning that consent must be obtained before any project proceeds.

Consent is not the same as consultation, and crucially, Indigenous peoples have the right to say no. Projects like Enbridge's pipelines move forward without consent, and they are doing so because Wells Fargo lacks the policies and commitments necessary to uphold the highest international standards on Indigenous people's rights. As responsible faith-based investors, this is a moral concern and a business one. We believe that the rights of all people must be respected. Given the history of harm inflicted on Indigenous communities, the very least any institution can do is to commit to not violating their rights. There are also clear financial risks: project delays, lawsuits, regulatory uncertainty, and reputational damage. If Wells Fargo wants to truly respect Indigenous people's rights, it must stop supporting companies like Enbridge and adopt policies that ensure accountability from its clients. We encourage all investors to support this resolution and for the board to seriously examine Wells Fargo's impacts on Indigenous people's rights. Thank you.

As stated in the proxy statement, the board has recommended that shareholders vote against items four through seven. That concludes the presentation of the company and the shareholder proposals. Charlie and I will now respond to questions from shareholders or their proxies on these seven items of business. Please refer to the rules of conduct for information about the question-and-answer sessions. We are joined today by John Campbell, our Head of Investor Relations, who will assist with our question-and-answer sessions. John, will you please let us know how many shareholders and guests are attending the meeting today and if there are any questions on the company and shareholder proposals?

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Steve. There are approximately 131 shareholders and approximately 175 guests in attendance in today's meeting. We will now begin the question-and-answer session on the proposals. The first question is, "Indigenous peoples have the internationally recognized right to give or withhold their free, prior, and informed consent to projects on their lands. Yet Wells Fargo continues to finance companies like Enbridge, which have repeatedly violated this right. How is Wells Fargo ensuring that its financing practices respect Indigenous people's rights and human rights, and what concrete steps are being taken to prevent complicity in these violations?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

John, I'll take that question. First of all, we certainly seek to respect the rights of Indigenous peoples, and we strive to take these rights into account when conducting our business activities. We have adopted and we've actually published our Indigenous people statement, which underscores the importance of respecting Indigenous people's rights. I will note that we've served Indigenous people's communities in the United States for more than 65 years and seek to help these communities achieve stability and prosperity. We bank one of three federally recognized tribes in the United States. We've committed approximately $4.6 billion in credit and hold approximately $3.8 billion in deposits for tribal governments and tribally-owned enterprises nationally, banking more than 300 Native American and Alaskan Native tribal entities in 32 states. To help us identify, evaluate, and manage complex issues relating to Indigenous people's rights, we have established risk management policies, practices, and procedures that involve our business groups and include, as applicable, enhanced due diligence and escalated reviews.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. Steve, there are no other shareholder questions on the proposals.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Okay. Thank you, John. This concludes the question-and-answer period for the business item presented for consideration at the annual meeting. I now declare the polls closed for the items of business for the annual meeting at 10:30 A.M. Eastern Time. We will pause for a moment to receive the preliminary voting results. The inspector of elections has given the corporate secretary the preliminary voting results on the items presented at this meeting. Emma, could you please read the results?

Emma Bailey
Deputy General Counsel, Wells Fargo & Company

For item one, the inspector's preliminary report indicates that each of the nominees received more than 90.9% of votes cast in favor of his or her election and has been elected to the board. Item two, the advisory resolution to approve executive compensation received majority support of the shares present in person or by proxy and entitled to vote on the proposals. Item three, ratification of KPMG as the company's auditors for 2025 received majority support of the shares present in person or by proxy and entitled to vote on the proposals.

The inspector's preliminary report also indicates that the following shareholder proposals: item four, annual report on prevention of workplace harassment and discrimination; item five, annual report on congruency of political spending and corporate values; item six, energy supply ratio; and item seven, report on respecting Indigenous people's rights, did not receive majority support of the shares present in person or by proxy and entitled to vote on the proposals. The company will report the final voting results on a Form 8-K to be filed with the SEC.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, Emma. That concludes the business portion of the annual meeting, and I declare that the formal portion of the meeting is now adjourned. On behalf of the board of directors and management of the company, I want to thank you for participating in the meeting. Now, I'm pleased to introduce Charlie Scharf, our CEO, who will provide an update on the company.

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Thank you, Steve, and thanks to all the shareholders who've joined us today. 2024 was another year of considerable progress for Wells Fargo on multiple fronts. We produced stronger financial results than the prior year. We executed well on our strategic priorities, and we are moving forward with excitement. Our earnings, earnings per share, and return on tangible common equity grew. We improved how we serve customers and are seeing growth from investments we have made over the last several years. We maintained a strong balance sheet while returning $25 billion of capital to shareholders. We also made significant progress on our risk and control work. I'll walk through a few of these areas this morning before answering questions. Let me start with our financial performance. In 2024, Wells Fargo generated $19.7 billion net income, $5.37 per diluted common share, and 13.4% return on tangible common equity.

Our 11% increase in diluted earnings per share was driven by 15% fee-based revenue growth, lower expenses, good credit performance, and fewer diluted common shares. On the revenue side, while we had a 9% expected decline in net interest income, we saw a 15% increase in non-interest income. This was driven by our concerted efforts to increase fee-based revenue, with each of our operating segments growing from a year ago. Deposit-related fees increased by 7%. Investment advisory and asset-based fees increased 13%. Investment banking fees increased 62%, and trading revenues increased 10%. We continue to take a disciplined approach to expense management, with expenses declining 2% from a year ago. We have achieved over $12 billion in gross expense savings over the past four years, and this has enabled us to both reduce total expenses and invest part of those savings to make us better and stronger.

As part of our efforts, headcount has declined from 272,000 in 2019 to 218,000 at the end of 2024, down 20%. We maintained our strong credit discipline in 2024. Credit card charge-offs continued to normalize to a higher level in line with our expectations. We continued to have net recoveries on our home lending portfolio, and auto charge-offs decreased. Commercial and industrial loan charge-offs grew, and office-related commercial real estate charge-offs increased as we expected. All in all, credit performance was in line with our expectations, and other than large office properties, is still performing quite well. Average loans outstanding decreased by 3% in 2024 as growth in credit card balances was offset by declines in most other asset classes, reflecting weaker loan demand as well as credit-tightening actions.

Average deposits were relatively stable from a year ago as growth in our commercial business was offset declines in our consumer businesses. This enabled us to reduce high-cost CDs issued by corporate treasury. Our balance sheet and capital levels remained strong, and we continued to return a significant amount of capital to shareholders. We increased our quarterly common stock dividend from $0.35 per share to $0.40 per share and repurchased approximately $20 billion of common stock. We've been actively returning excess capital over the past five years, and as a result, average common shares outstanding have decreased by 21% since the fourth quarter of 2019. Now, I'd like to talk about our ongoing transformation. Over the past five years, we have reset the company's priorities, refreshed management, and changed how we manage the company.

We are much different today than we were five years ago, and we will continue to move forward with a sense of urgency to continue our transformation. Our top priority is to build a risk and control framework that is appropriate for a bank of our size and complexity, and we are making great progress. We have prioritized this work, changed the company's historical approach to managing it, and we are successfully moving forward to satisfy our obligations. To that point, as of today, our regulators have closed 12 consent orders since 2019, including one in 2024 and six since the beginning of 2025. While all enforcement actions are important, several that have closed recently have particular significance. First, in 2024, the OCC terminated a consent order that had issued in 2016 regarding sales practices.

Its closure was an important milestone given its significance and was confirmation that we operate much differently today. It put us in a position to move forward in our consumer businesses differently than we could when this order was still in place. A few consent orders closed this year are also worth mentioning. In the first quarter, the Federal Reserve closed two consent orders that were issued 14 years ago in 2011. Enforcement actions should not be open for this long, but the fact that they are closed is a clear indication of how differently Wells Fargo is managed today compared with the past. A third consent order closed this year illustrates the point. In March, the OCC terminated a 2021 consent order related to loss mitigation practices three and a half years ago after it was opened. This is a much improved timeframe from other historical orders.

Just yesterday, a CFPB 2018 consent order related to the company's compliance risk management program terminated. This termination, along with the recent closure of other consent orders, demonstrates that we have completed much of our common risk and control infrastructure work, including work that is required by other orders. Our progress is thanks to the incredible work of thousands and thousands of people at Wells Fargo who have worked tirelessly for years. I'm incredibly proud of the work done by our teams and remain confident we will complete the work needed to close our other open consent orders. Now, let me move on to business strategy. First, let me discuss how we've simplified our business over the last several years. We have exited several businesses, including our asset management business, corporate trust services business, and student loan portfolio.

Most recently, we closed on the sale of our non-agency third-party commercial mortgage servicing business. We made these and other changes to our strategy to enable us to invest elsewhere in the business, to do a better job serving our core clients and customers, and improve our earnings profile. Our ability to invest in fee-based businesses, to become less reliant on net interest income, and to increase non-interest revenue stems in part from the simplification actions we have taken. In consumer lending, we have reoriented our business by significantly reducing the size of our home lending franchise and increasing our investment in credit cards. We also see opportunities to expand our auto lending franchise and are doing so modestly. We believe that having a larger credit card business is important strategically for us.

We have the scale and relationships necessary for a high-returning growth business, and we have seen that play out over the last several years as we have increased our investment in our card franchise. We have launched a total of 11 new cards since 2021, including four new consumer cards and a new small business card in 2024. Our new credit card offerings continue to be well received by both existing customers and customers new to Wells Fargo, with over 2.4 million new credit card accounts opened in 2024. Our financial results and cards have played out as we've modeled, with receivables growth, spend, and credit results performing as expected. Assuming this continues, we expect this business to become a more meaningful contributor to increasing earnings growth and returns in the future. Though a much smaller business, we are pursuing some exciting opportunities in auto lending.

We've been clear that we are focused on returns before growth in this business, but believe there are attractive opportunities in front of us. In 2024, we announced a multi-year co-branded agreement to be the preferred purchase financing provider for Volkswagen and Audi brands in the United States, starting in the first half of this year. We've also been building out our analytical capabilities so that we can lend more broadly across the credit spectrum, which should increase returns in the business. Moving to our corporate and investment bank. Over the past five years, we've made sustained investments in the CIB to become a broader and deeper provider of advice, financing, trading, and cash management for corporate and institutional clients, many of whom we've had relationships with for decades. We're a trusted advisor both to companies we've known for years and with companies we've more recently begun to work with.

Our investments span both technology and talent. We have added more than 75 senior hires to the CIB since 2019. Many of these are in key coverage and product groups within banking and markets, and our revenue and share in many important sectors are increasing as a result. In markets, our U.S. share has grown, including in credit trading, commodities, and our equity, cash, and derivatives businesses. We are also continuing to make steady progress and growing our foreign exchange business with strong growth in both our institutional client base and volumes in 2024. FX clients approximately doubled between 2021 and 2024, and FX revenues grew by approximately $300 million over the same time period. With added capabilities in prime brokerage, futures, equity derivatives, and electronic trading, we now can serve the vast majority of U.S. institutional client needs. We also grew our U.S.

Market share in investment banking, with share gains in debt and equity capital markets and increased revenue in our advisory businesses in 2024. Our commercial real estate business is also an important part of our CIB. CRE has been a core strength of Wells Fargo for decades, and we believe real estate will continue to be an important source of attractive loans on a risk-adjusted basis, as well as provide opportunities in cash management and capital markets. In CIB, we have competitive advantages that others do not. These include the decades-long deep client relationships that I've mentioned, a complete product set, significant existing credit exposure, strong risk disciplines, and, as one of the largest and most profitable global financial institutions, the capacity and resilience to support our clients and invest through cycles.

We intend to grow the CIB by promoting and hiring the best talent who share our values, and we will pursue high-quality business while exercising strong risk management. In consumer small and business banking, we're starting to take actions that have just begun to generate growth and increase customer engagement. We had growth in net checking accounts in 2024, with most of that growth coming from more valuable primary checking accounts. We had the highest annual volume of debit card transactions in our history last year. We accelerated our efforts to refurbish our branches, completing 730 last year. We continue to make enhancements to our mobile app, including making it significantly easier to open accounts. Mobile active customers were up last year, and we had over 1 billion Zelle transactions.

We are making great progress in our wealth and investment management business, where our multi-channel offering is a differentiator for the business. In addition to the traditional options we offer for advisors, we have increased our focus on serving independent advisors through independent channels comprised of Wells Fargo Advisors Financial Network and First Clearing. Our ability to distribute our wealth management products at scale across multiple channels is an important competitive advantage that we have built and will continue to do so. Finally, in commercial banking, we have a great competitive position with top or near top share in many of our products. In 2024, we added over 60 relationship managers and business development officers in under-penetrated and growth markets to drive new client acquisition and future revenue growth, and we expect to hire even more in 2025.

We created a strategic partnership with Centerb ridge Partners and introduced Overland Advisors to better serve our commercial banking customers with a direct lending product that is a differentiator for us with this client base. Before concluding, let me just make a few comments about the U.S. economy. We support the administration's willingness to look at barriers to fair trade for the United States, though there are certainly risks associated with such significant actions, and we see concern playing out in the markets and the economic uncertainty that now exists. Timely resolution, which benefits the U.S., would be good for business, consumers, and the markets, and therefore Wells Fargo. Wells Fargo prospers when the U.S. prospers.

This is a complicated issue, and our current expectation is that we will face continued volatility and uncertainty and are prepared for a slower economic environment in 2025, but the actual outcome will be dependent on the results and timing of the policy changes. We and our customers come into the current environment from a position of strength that should serve us well, and the company is prepared for a variety of outcomes. Let me close by thanking everyone who works at Wells Fargo. I'm lucky to be part of a great team that works tirelessly with a constant focus on our clients and customers. We're working together more than ever, and the power in working as one company to deliver all of Wells Fargo to our clients is huge. Our employees have worked with dedication to transform Wells Fargo, and we're a different company today because of their commitment.

I would also like to thank all of you attending today's meeting and for your continued interest in and support of Wells Fargo. 2024 was an important year in our transformation. Our belief remains that we have one of the most enviable financial services franchises in the world, and we are working to be one of the most well-respected, consistently growing financial institutions in the country with high risk-adjusted returns over multiple economic cycles. I'm proud of all that we've accomplished, and I'm even more excited about our future. I'd now like to open the call to general questions and answers.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. As a reminder, shareholders may submit questions by typing them in the Ask a Question box of the virtual meeting website. Our first question is, why do we give shares to executives and directors? Pay them and allow them to purchase shares at a reduced rate and require them to hold the shares for a specified period of time depending on the discount. Giving away shares that are created for such use diminishes the equity and voting power of each shareholder. All shares used for such purposes should be purchased by the company on the open market.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, John. I'll take that one. Our executive compensation program, which is overseen by the Human Resource Committee on the board, aligns with shareholder interests and is consistent with broad market practices. Our program is guided by our principles of paying for performance, promoting effective risk management, and attracting and retaining talent.

John Campbell
Head of Investor Relations, Wells Fargo

Thanks, Steve. Our next question is, some board members hold such a paltry amount of Wells Fargo stock that I am concerned that there is a lack of fiduciary alignment with the rest of us shareholders. Why are board members required to own more stock by purchasing shares at their own expense? Instead, they will just sit complacently on the board until the company provides them with sizable grants as part of their compensation tenure.

Stephen D. Black
Chair of the Board of Directors, Wells Fargo & Company

Thank you, John. I'll take that one too. To clarify, each of our directors holds a meaningful amount of Wells Fargo stock. The common stock shares referred to in the question do not capture each of the directors' total beneficial ownership, which is disclosed in our proxy statement. As described in the proxy, non-employee directors are required to own shares of the company's stock. Our director stock ownership policy aligns the interests of our directors with the interests of our shareholders.

John Campbell
Head of Investor Relations, Wells Fargo

Thanks, Steve. The next question is, in the last 52 weeks, the share price reached a maximum of $81 and a low of $61. What different actions are you taking to increase share value? In relation to other stakeholders like customers, what different actions are you planning to increase client satisfaction?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Sure, this is Charlie. I'll take that one. First of all, I think it's important to note that there are a lot of factors that impact the share price beyond our individual performance, although over a long period of time, that is really what will drive the price of the stock. In the shorter term, you've got the broader stock market, you have economic news, and geopolitical events in addition to a whole series of things. Even if we just think about this question, 81 to 63, I believe the stock today is back to over $70, which just indicates the variability in the stock price given things that are going on in the world. I think what's important is we are focused on building this company over a long period of time, as I said, to increase the sustainable earnings power over a course of time. We're doing that by managing the company appropriately from a risk and control perspective and investing in our businesses where we think we have a competitive advantage. As we do that, that should increase our profitability and returns, which over multiple cycles and multiple economic events should increase the value of the company and be reflected in the stock price.

More specifically on the latter part of the question regarding client satisfaction, I guess I would just tell you in all of our businesses, we're very focused on client satisfaction. As there's no question that for us to be as good as we want to be, the only way we're going to do that is for our existing clients and potential clients to believe that they have a great experience in dealing with us. Across our businesses, we have a whole series of efforts, which include introducing new capabilities such as our online capabilities, looking at our product set, looking at how customers interact with us so that we increase our satisfaction. It is something that we track across the businesses and take extremely seriously, as I said.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. The next question is, are there any plans for a stock split?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Not currently right now. I would just say relative to the stock, I answered the question before relative to what we think about. More broadly, we're very, very focused on returning capital appropriately to shareholders after we make all the necessary investments in the business, both to improve the infrastructure, but also take advantage of the growth opportunities and build the business over the long term. Something that all these things are things we always think about.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is, what has the board done to interest and encourage younger talent in upcoming board positions?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

John, I'll take that one. Our board's composition is a result of intentional, thoughtful, and periodic refreshment. We believe our directors bring the right mix of professional experience, capabilities, and perspective to provide effective oversight. The board values the contribution of both newer directors with fresh perspectives and directors who have developed extensive experience and insight to the company over time.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. The next question is, are there any directors of Asian descent? It is important for me as a consumer and an employee that there is representation for Asians. I'm sure there are qualified candidates.

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

John, again, I'll take that one. While there's not currently a board member of Asian descent, we agree that representation is important. We have had a lot of board refreshment in recent years, including adding diverse candidates to our board. In the last five years, there have been six new independent director nominees, and 54% of our director nominees are gender and/or racially ethnically diverse.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. The next question is, given the materiality of one-share, one-vote structures for long-term financial performance and the role of your investment bank as a trusted advisor to pre-IPO clients in engaging with institutional investors on matters influencing company valuations, will your CEO or head of equity capital markets meet with our coalition to discuss share structures and equal voting rights?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Yeah, I'll take that one. Listen, I think what's important is that when we're an advisor to companies, ultimately, governance is our client's decision, not ours. Our role is to support them as they work through these areas and make sure that they understand what the options are and the ramifications of them making these different decisions. To the extent that people have thoughts between investor relations and our corporate secretary, we're always open to conversations with people. We take our advisory work that we do as that.

John Campbell
Head of Investor Relations, Wells Fargo

The next question is, how does Wells Fargo's executive compensation plan incentivize executives to address the internal culture that led to the false account scandal? What compensation processes are in place to address the internal culture that led to the scandal?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Sure. I guess I would say, I described what a different company we are today. The reason why we're a different company is because of a whole series of things that we have done, of which compensation is one of them. I know I'm moving off a little bit track of the question, but we have re-looked at our internal control structure that we have. We have looked at the reporting we have in place. We've looked at all of the different places of oversight that we have.

As I referenced in my prepared remarks, those changes are reflected in the OCC's willingness to lift this self practices consent order. It is really a whole series of things that bring together what actually defines what people do here, which ultimately dictates what the culture of the company is. When we actually look at our executive compensation program, we look at a whole series of things, including how individuals do and how their areas do relative to supporting the culture that we have laid out.

John Campbell
Head of Investor Relations, Wells Fargo

The next submitted question is, Wells Fargo has been laying off employees in the conduct management department, along with many other departments who have been charged with reviewing and resolving employee and customer complaints. This department was bolstered after the sales misconduct scandal. What assurances can you provide that downsizing this department will not recreate the risk and conditions that resulted in the sales misconduct scandal in the first place?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Sure. I guess I would just start with that this department is certainly not responsible for the issues that we've had in the past. As I answered in the prior question, building the right kind of control infrastructure across the company is the result of looking at a whole series of functions from what our business practices are, the way we train people, the way we oversee people who are on the front line, reporting that we have in place, reviews that are done to review that work.

Yes, if there are issues that are raised either internally or externally, it is our responsibility to do the appropriate work to ensure that we understand what's being raised and take the appropriate action based upon that. What those resources look like are driven by the numbers of complaints and things that we get. We always review the resources that we have there and in other functions to make sure that we're resourced appropriately. That is something that we're committed to do. We take these issues extremely seriously. It's an important part of who we are as a company now. We will make sure that we've got the right staffing here and in other places to do what's necessary to run the company properly.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. The next question is, with the wealth of data Wells Fargo has on consumers, what is the company seeing in terms of the condition of the consumer?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Sure. What we see in the actual data is just a continuation of the trends that we've seen over the last couple of quarters. When we look at our customers spending through their debit cards, through their credit cards, we look at deposit balances, and we look at delinquency trends and payment trends across our different loan products, we see very, very consistent performance. The level of spend has remained roughly the same over these multiple periods. Delinquencies continue to perform as they have historically. The short answer is we see very, very little change. You do see changes in how people are spending. If oil prices drop, then you'll see more discretionary spending. If oil prices increase and gas prices at the pump are higher, you see a decrease in discretionary spending. Those overall levels stay roughly the same. That is something that we look at on a regular basis. So far, not a lot of change.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. We have received a number of questions about our approach to sustainability and its implications for consumers, employees, and stakeholders. I will read them all here, and then we will provide one single answer. The first question is, Wells Fargo has abandoned its 2030 and 2050 finance emission targets and has withdrawn from its net zero climate goals and has embraced the strategy of becoming profitable in a world that is warmed by three degrees Celsius. The board and management appear to believe that they have priced in the financial risk of doing so by adopting tactics such as syndicated lending.

Leading climate scientists such as Stefan Rahmstorf suggest an approach is not connected to physical reality and that a 3% Celsius world threatens the existence of human civilization itself. Can Wells Fargo management truthfully say they are fulfilling their fiduciary responsibility by banking on a plus 3 Celsius world? The second question, Wells Fargo, Charles Schwab, and Citibank have seen staffers quit their sustainable finance teams in recent years. In particular, Wells has lost its chief sustainability officer, who apparently left due to disappointment with Wells Fargo. Wells has both exited the Equator Principles on responsible investing and withdrawn from its Net-Zero Banking Alliance. Wells Fargo's public image on climate and socially responsible investing is suffering. Given all this, is Wells management risking losing the ability to attract talented workers and executives by refusing to honor commitments on climate and emissions targets?

The third question is, given the ongoing concerns about the disproportionate impact of fossil fuel projects on marginalized communities in the Gulf South, what commitments is the bank making to shift its financing strategies towards more sustainable and equitable initiatives? In Wells Fargo's 2024 climate report, you acknowledge the financial risks posed by climate change to your business, including both physical and transition risks. However, you recently abandoned your 2030 and 2050 emissions targets. How is Wells Fargo reconciling this discrepancy? Are you claiming that you are no longer exposed to climate-related risks despite your ongoing financing of fossil fuels companies that are failing to transition to renewable energy as needed to address the climate crisis? Are you no longer trying to mitigate those risks?

Question five, Wells Fargo recently abandoned its 2030 and 2050 emissions targets despite having climate disasters in 2024, including Hurricane Helene in North Carolina and unseasonable wildfires in Los Angeles. Given that climate change disproportionately harms low-income communities and communities of color, Wells Fargo's decision to abandon emission targets will exacerbate environmental injustice and the global climate crisis. Does Wells Fargo plan to reinstate its finance emissions targets and remedy the environmental justice impacts of its fossil fuel financing? Finally, question six. Oh, sorry. That ends the questions for that category. There is one other question related. With all the SEC changes, what are your thoughts and direction you'll take on the standards? Do you plan to follow GRI, SASB, or IFRS?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

Okay. Let me do my best to answer as much of that as I can. Let me, I guess, start with the last piece, which is I'm not sure I understand. I don't personally know what GRI is. We'll obviously follow whatever the SEC mandates relative to reporting disclosures, whether it's here or anything else. Listen, I understand this is an issue that people and institutions have a lot of passion for and have their multiple points of view. I would say what's important, the way what we think about is as a financial institution, our role is servicing our customers and clients. As they choose to make decisions in terms of what their chosen path is on energy and the way they think about transition strategies, our job is to support them in their journey.

That means that there is a need to supply energy to this country today relative to what the demand is and how that energy is produced today, but also recognize that there are opportunities and desires and a will to move towards something that looks different with alternative sustainable energy options. Again, our job is to meet our clients' needs and help them in what they have chosen to pursue relative to transition strategies and meet the demands that they have. This is true whether it's for our clients, but ultimately, this results in our customers and our communities having the appropriate amount of energy to not just survive, but to thrive. Let me see. Going on to our goals, we will maintain our 2030 sustainable finance goal, our 2030 operational sustainability goals, and our 2050 goal for Wells Fargo's own operational emissions.

I will just comment that we have been a leading bank in the energy sector for a long period of time. We finance both conventional and low-carbon solutions. As I've said multiple times here, to support our customers. As relative to just the questions on reporting, we're always assessing what we report voluntarily. We maintain timely reporting that speaks to what we think is relevant with respect to what we prioritize in our business. Our disclosures are really designed to talk about what those priorities are and what we believe is in the best interest for Wells Fargo and our shareholders.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you, Charlie. The next question is, later today, the U.S. House of Representatives Committee on Financial Services will hold a hearing entitled, "Exposing the Proxy Advisor Cartel: How ISS and Glass Lewis Influenced the Markets." What is Wells Fargo's opinion on the degree of influence exerted by these companies and on the processes employed by both to deliver their recommendations? Specifically, do you support increased regulatory oversight?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

I would start with the fact that I think those people that own stock, whether they're individuals or companies, have the opportunity to cast their own votes. For institutional shareholders that own stock, if they engage in the business of owning stock on behalf of others, if those folks don't have the ability to vote their shares, they have the obligation to review shareholder proposals and make a determination what they believe is in the best interest of the company's future performance. That's their fiduciary obligation. While there are a lot of ways to try and figure out what the right answer can be, and there are a lot of advisory firms out there, whether they're proxy advisors or others that do research on these topics that are evaluated, ultimately, those that are in this business have the obligation t o make the determination. That is what I would say we stand for.

John Campbell
Head of Investor Relations, Wells Fargo

Thank you. We have one question remaining. The final question is, is there any speculation on the timing of the lifting of the remaining consent orders?

Charlie Scharf
Chairman and CEO, Wells Fargo & Company

The short answer is no. I mean, I totally appreciate why shareholders would like clarity on our views on these topics. It is not up to us to make the decision on when a regulator believes we have done the appropriate work to lift the order. I just think that it's bad practice to try and give my point of view or our point of view of what they could think. They're very diligent in their work. They have clear processes and procedures that they go through to both do the validation work but also to do their own approvals inside their organizations. I would not want to offer an opinion as to where I think they could be. I would refer you back to the comments that I have made publicly and have made in the prepared remarks, which is we're focused on getting the work done.

We think we're making significant progress. We think that a significant amount of the work that we've completed is common across some of these orders that are still open. We are confident that we'll get the work done. I just, and again, I totally appreciate why people are asking the question. I just don't think it would be appropriate to speculate on when our regulators would take action. Okay. Thank you, John. That concludes our general question-and-answer session. On behalf of the Board of Directors and management of the company, I want to thank you all again for joining us today. We certainly appreciate the feedback we've received on proposals and during the question-and-answer sessions, and we'll continue to engage with our shareholders on these and other important topics.

Operator

This concludes our meeting. Thank you for attending.

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