Exhibit 3.1
CERTIFICATE OF ELIMINATION OF
2012 ESOP CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
WELLS FARGO & COMPANY
Pursuant to Section 151(g) of the General Corporation Law
of the State of Delaware
Wells Fargo & Company, a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and the authority granted in the Restated Certificate of Incorporation of the Company, as theretofore amended, and delegated by the Board of Directors of the Company, the ESOP Preferred Stock Committee I by resolution duly adopted, authorized the issuance of a series of preferred stock designated 2012 ESOP Cumulative Convertible Preferred Stock, no par value (the “2012 ESOP Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on January 10, 2012, filed a Certificate of Designation with respect to such 2012 ESOP Preferred Stock in the office of the Secretary of State of the State of Delaware (the “2012 ESOP Certificate of Designation”).
2. That no shares of said ESOP Preferred Stock are outstanding and no shares thereof will be issued subject to said ESOP Certificates of Designations.
3. That the ESOP Preferred Stock Committee I of the Board of Directors of the Company has adopted the following resolutions:
WHEREAS, resolutions were adopted by the ESOP Preferred Stock Committee I (the “Committee”) of the Board of Directors (the “Board”) of Wells Fargo & Company, a Delaware corporation (the “Company”), which resolutions are set forth in a Certificate of Designation (the “2012 ESOP Certificate of Designation”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on January 10, 2012 providing for and authorizing the issuance of 940,000 shares of the Company’s 2012 ESOP Cumulative and Convertible Preferred Stock (the “2012 ESOP Preferred Stock”).
WHEREAS, all issued and outstanding shares of the 2012 ESOP Preferred Stock have been converted into fully paid nonassessable common stock of the Company.
NOW THEREFORE BE IT
