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EX-3.2 - CORRECTED CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS - WELLS FARGO & COMPANY/MNd580343dex32.htm
8-K - CURRENT REPORT - WELLS FARGO & COMPANY/MNd580343d8k.htm

Exhibit 3.1

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

WITH RESPECT TO THE

NON-CUMULATIVE PERPETUAL CLASS A PREFERRED STOCK, SERIES N

OF

WELLS FARGO & COMPANY

 

                                                                              

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

 

                                                                              

The undersigned DOES HEREBY CERTIFY as follows:

 

  1.

Resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on August 15, 2012, providing for and authorizing the issuance of 30,000 shares of the Company’s Non-Cumulative Perpetual Class A Preferred Stock, Series N (the “Series N Preferred Stock”);

 

  2.

None of the authorized shares of the Company’s Series N Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on August 15, 2012 with the Secretary of State of the State of Delaware with respect to such series;

 

  3.

The following resolutions were duly adopted by Securities Committee I of the Board of Directors of the Company pursuant to the written consent of Securities Committee I duly adopted on May 11, 2021:

WHEREAS, resolutions were adopted by the Securities Committee of the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designations (the “Series N Certificate of Designations”) filed with the Secretary of State of the State of Delaware on August 15, 2012 providing for and authorizing the issuance of 30,000 shares of the Company’s Non-Cumulative Perpetual Class A, Series N Preferred Stock (the “Series N Preferred Stock”);

WHEREAS, on March 15, 2021, 16,000 issued and outstanding shares of the Series N Preferred Stock were redeemed by the Company.


WHEREAS, on June 15, 2021, the remaining 14,000 issued and outstanding shares of the Series N Preferred Stock will be redeemed by the Company (the “Series N Redemption”).

NOW THEREFORE BE IT

RESOLVED that, after the Series N Redemption, no shares of the Series N Preferred Stock are outstanding and none will be issued subject to the Series N Certificate of Designations.

RESOLVED that, after the Series N Redemption, all matters set forth in the Series N Certificate of Designations with respect to the Series N Preferred Stock be eliminated from the Certificate of Incorporation of the Company.

RESOLVED that, after the Series N Redemption, the President, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary of the Company, and each of them, are hereby authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Series N Certificate of Designations with respect to the Series N Preferred Stock shall be eliminated from the Certificate of Incorporation of the Company.

[Signature Page Follows]


IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused this Certificate to be signed by Bryant Owens, its Senior Vice President and Assistant Treasury, and attested by John J. Muller, its Assistant Secretary, this 16th day of June, 2021.

 

WELLS FARGO & COMPANY
By  

    /s/ Bryant Owens

      Senior Vice President and
      Assistant Treasurer

 

ATTEST:

            /s/ John J. Muller

                Assistant Secretary