Wells Fargo Energy Capital

Wells Fargo Energy Capital IPAA Private Capital Conference Mark M. Green January 21, 2014

Table of Contents I Overview of the Wells Fargo Energy Group II Wells Fargo Energy Capital III Market Activity 2

Wells Fargo Energy Group Overview

Who We Are A diversified financial services company providing banking, insurance, investments, mortgage and consumer finance through more than 9,000 Wells Fargo stores, 12,000 Wells Fargo ATMs, the internet and other distribution channels across North America and internationally. One in three households in America does business with Wells Fargo. Wells Fargo has $1.5 trillion in assets and more than 270,000 team members across 80+ business lines. Key facts Assets¹ Rank by assets Among U.S. Peers Rank by value of stock Among U.S. Peers Rank by value of stock Among financial institutions in U.S. Rank by value of stock Among financial institutions in the world $1.5 trillion 4th 1st 1st 3rd Our vision We want to satisfy all our customers financial needs, help them succeed financially, be the premier provider of financial services in every one of our markets, and be known as one of America s great companies. Company data as of June 30, 2013 1 Company 1H 2013 Thomson data as of Reuters, September LPC, 30, 2 1H 2013 2013 Bloomberg, 3 1H 2013 Deal Logic, 4 FY 2012 Thomson Reuters, LPC, 4 Market value of stock $219 billion Team members 270,000 Customers 70 million Fortune 500 rank Among all companies, by revenue 25th Total stores More than 9,000 North America ATMs More than 12,000

Wells Fargo Strength We are one of only a handful of strong, stable and well-capitalized banks in the world today $239.1 $219.8 $205.6 $166.1 $158.0 $96.8 $81.3 $73.8 $72.6 $71.6 $61.2 $48.8 $48.7 Numbers in billions Market capitalization as of 12/31/13 Source: Capital IQ 5

The Wells Fargo Energy Group Lending to the Energy industry for 30+ years 200+ team members and 19 in-house engineering professionals Total Commitments to the Energy Sector: $40B Offices in Houston, Denver, Dallas, Charlotte, Minneapolis, Portland, Calgary (Canada), Aberdeen (UK) Energy Group Commitments by Industry Sector Complementary Strengths: Interest and Commodity Derivatives Debt and Equity Capital Markets 23% Exploration & Production Exploration & Production Mezzanine Private Equity M&A 3% 41% Midstream/Pipeline Midstream/Pipeline Oilfield Services Oil 12% Other & Refining Power and Utilities Power and Utilities 21% 6

Powerful Combined Platform Wells Fargo ranks at the very top in energy banking #1 Arranger in Non-Investment Grade Energy Loan Syndications 1 #1 Oil & Gas Investment Grade Loan Syndications 1 #1 High Yield Book-runner for Energy 1 #2 Book-runner of Utility equity deals 1 #3 Investment Grade Utility Syndication 1 #3 Book-runner of all Energy equity deals 1 1 3Q 2013 YTD, Thomson Reuters LPC 7

Wells Fargo Energy Capital

Wells Fargo Energy Capital Overview Wells Fargo Energy Capital is an industry leading investment group with unique capabilities Mezzanine and equity products provided by Wells Fargo Energy Capital Fourteen total staff, headquartered in Houston, with offices in Denver, Dallas, and Pittsburgh Designed to provide capital beyond traditional senior bank loans Strong technical expertise Relationship-driven lender/arranger with the ability to structure and negotiate per client needs Strong balance sheet Aggressively seeking new debt and equity opportunities Second lien commitments: $785MM Development drilling capital: $232MM Direct equity investments: $765MM Equity fund commitments: $315MM $2.1B+ Portfolio Lead arranger of second lien transactions by dollar and volume Largest provider of second lien loans in the middle market space Source: Wells Fargo 9

Structured Finance Model WFEC Debt Products range from stretch forms of typical borrowing bases to development drilling facilities with equity kickers Second Lien/Subordinated Debt Represents a stretch of conventional Borrowing Base - remains PDP focused Maturity 6 12 months outside bank facility Current all-in pricing for a fully conforming deal is in the 6.5% - 10% range Significant hedging typically required WFEC was a top arranger / lender of non-institutional 2nd Lien Term Loans over the last five years by dollar and by volume. Traditional Mezzanine Structure Senior Secured Loan Development Focus fund specific projects Control via cash sweep and loan covenants Coupon - Prime + (3% to 6%) Equity Kicker ORRI and/or NPI after payout Target return of 15 25% Underwriting Criteria Know the People Familiarity with Assets / Basins / Production profiles (Mezz Loans in particular are highly engineered) 10

Direct Equity Portfolio Deal Selection Philosophy Direct company investments or asset specific development deals Co-investment with private equity funds and/or club deals with strong management teams Size and structure appropriate for portfolio Target investments from $5MM $50MM $765MM in total commitments Target 25%+ IRR, 1.5x - 2.5x ROI with 3 to 5 year investment horizon 32 Investments in current portfolio $875MM+ committed to date in 52 transactions 11

Market Activity

Broad MA&D Trends in 2013 Oil- and liquids-weighted assets in reservoir rich plays dominate the market PDP-weighted MLP-qualified assets see favorable market reception Increasing knowledge of resource plays shapes demand Operator focus shifting from land grab to development, from HBP drilling to well-manufacturing Public markets favor focused growth stories and attractive play economics Ample debt and equity capital available to the E&P industry; upstream IPO market is wide open Supply of private equity capital remains strong; menu of alternatives expands 13

TTV ($ Bn) Deal Count Underwhelming MA&D Activity Quarterly TTV ($MM) vs. Deal Count 2011 through 2013 $40 60 $35 50 $30 $20 $10 $0 $26 40 $21 $18 30 $18 $15 $13 $12 $13 $11 20 $9 $8 10 - Q1 '11 Q2 '11 Q3 '11 Q4 '11 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Q4 '13 Asset - TTV Corporate - TTV Deal Count TTV ($Bn) 2013 Area - TTV 2013 Product Mix - TTV Key Takeaways Although overall deal count is on trend with 2011 and 2012, overall MA&D transaction value is markedly down relative to 2011 and 2012 totals 2013 TTV of $47Bn compared to $72Bn in 2011 and $80Bn in 2012 Average deal size in 2013 ($~390MM) down by ~40% when compared to 2012 (~$657MM) Appalachia Permian MidCon South Texas Rockies GOM Other 14% 18% 8% 5% 23% 17% 15% Unc. Gas Conv. Gas Unc. Oil Conv. Oil Offshore Other 13% 13% 13% 9% 41% 10% Data source: IHS Herolds. Only includes transactions with disclosed transaction value >$25MM. For internal use only 14

TTV ($Bn) Price / Value MA&D Market Dynamics Supply / Demand Imbalance Resulting in Market Malaise Supply Demand Imbalance S 1 S 2 Supply Drivers Companies selling non-core assets to de-lever and/or fund development Sponsor-backed companies seeking monetization Inventory-rich companies seeking development partners Bid / Ask spread Quantity D 1 Demand Drivers Opportunity vs. Scarcity A&D market opportunity-rich Inventory problem growth capital going into the ground. Need to access A&D market to grow inventory muted. Availability of inexpensive capital Public markets Commodity Pricing.Manifesting in Deal Activity $90 $80 $70 $60 $50 $40 $52 $49 $47 $54 $50 $50 $68 $72 $71 $54 $60 $80 $52 $41 $42 $47 $30 $20 $10 $- Q1 '10 Q2 '10 Q3 '10 2010A Q1 '11 Q2 '11 Q3 '11 2011A Q1 '12 Q2 '12 Q3 '12 2012A Q1 '13 Q2 '13 Q3 '13 2013A Annualized Actual Data source: IHS Herolds. Only includes transactions with disclosed transaction value >$25MM. 15

Private Buyers and MLPs Were the Most Active in 2013 2013 MA&D Activity by Buyer Class 2013 A&D Scorecard Buyer Class Deal Count Total Trnxn. Value No. of Deals % Captured TTV ($MM) % Captured Year 2013 PE / Private 42 35% 65% $12,932 28% 72% MicroCap 11 9% $1,337 3% 2013 TTV ($MM) $46,466 SmallCap 15 12% 88% $3,691 8% 92% MidCap 14 12% 88% $6,466 14% 86% 2013 Deal Count 121 Large Cap / Majors 12 10% 90% $8,681 19% 81% MLP 17 14% 86% $9,308 20% 80% International 10 8% 92% $4,050 9% 91% Total 121 100% $46,466 100% Buyer Class PE / Private Mid Cap Large Cap / Majors MLP International 35% 12% 10% 14% 8% % of Deal Count 28% 14% 19% 20% 9% % of TTV Data source: IHS Herolds. Only includes transactions with disclosed transaction value >$25MM. 16

MLP MA&D Market Update TTV $B Deal Count MLP-able Asset Profile Upstream MLP Transactions $12.0 35 % PDP Greater than 50% $10.0 $10.0 $9.3 30 $8.0 $8.1 25 Annual Decline 8-15% $6.0 $4.0 $2.4 $2.6 $3.5 20 15 10 $2.0 $0.9 5 Maintenance Capex 30% of EBITDA $0.0 2007 2008 2009 2010 2011 2012 2013 TTV Linn/Berry Deal Count 0 Key Themes Commodity Operatorship Indifferent (NGLs less ideal) Operated Assets MLPs explore strategies to compete for undeveloped reserves Side-car vehicles to acquire and develop properties Attracting private equity capital Partnerships with public c-corps Data source: IHS Herolds. Only includes transactions with disclosed transaction value >$25MM. 17

Market Themes in 2014 Portfolio realignments spur asset divestiture wave Economies of scale will drive basin consolidation and corporate M&A Hunt for acquisitions sends MLPs to explore creative structures Private equity portfolio company exits: due course and delayed monetizations 18