RESOLVED: Shareholders urge the Board of Directors of Wells Fargo & Company (“Wells Fargo”) to adopt and publicly disclose a policy on its commitment to respect the international human rights of freedom of association and collective bargaining. The policy should:

• Be applicable to Wells Fargo’s direct operations and subsidiaries globally;

• Include a commitment to non-interference when employees exercise their right to form or join trade unions;

• Prohibit any member of management or agent of Wells Fargo from undermining the right to form or join trade unions or pressuring any employee from exercising this right;

• Describe the ongoing due diligence process Wells Fargo will use to identify, prevent, mitigate and account for any violations of these rights, including how it will remedy any misaligned practices.

SUPPORTING STATEMENT

Freedom of association and the effective right to collective bargaining are internationally recognized human rights according to the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the United Nations’ Universal Declaration of Human Rights. However, Wells Fargo’s Human Rights Statement, Code of Ethics and Business Conduct, and Supplier Code of Conduct are silent on Wells Fargo’s obligations to respect the international human rights of freedom of association and collective bargaining.

In February 2022, Wells Fargo published “Priority Recommendations of the Wells Fargo Human Rights Impact Assessment and Actions in Response” that summarized a human rights impact assessment performed by a third party law firm. The recommendations stated that “Wells Fargo should consider prioritizing the issuance of a comprehensive human rights policy and providing training to the bank’s leadership and senior management regarding the [United Nations Guiding Principles on Business and Human Rights].”

In response to lawmakers’ questions at a U.S. Senate Committee on Banking, Housing, and Urban Affairs hearing on September 22, 2022 and a U.S. House Committee on Financial Services hearing on September 21, 2022, Wells Fargo CEO Charles Scharf declined to commit to remain neutral if Wells Fargo’s employees seek to unionize. And on June 15, 2022, an unfair labor practice charge was filed with the National Labor Relations Board alleging that Wells Fargo discharged an employee in retaliation for exercising her freedom of association rights.1

We believe this resolution will also help address human rights risks at Wells Fargo’s operations in other countries. Wells Fargo’s largest international operations are in India and the Philippines. The 2022 ITUC Global Rights Index rated India and the Philippines as countries with no guarantee of rights, explaining that such countries are “the worst countries in the world to work in. While the legislation may spell out certain rights, workers have effectively no access to these rights and are therefore exposed to autocratic regimes and unfair labour practices.”2

For these reasons, we urge shareholders to vote FOR this resolution.

1 Wells Fargo Bank, N.A., Charge Against Employer, US. National Labor Relations Board, 18-CA-297701, June 15, 2022, https://www.nlrb.gov/case/18-CA-297701.

2 International Trade Union Confederation, 2022 ITUC Global Rights Index, 2022, https://www.globalrightsindex.org/en/2022/media.