The pricing supplement to which this Exhibit is attached is a final supplement and relates to the automatic shelf registration statement on Form

S-3

(File

No. 333-276600)

filed by the Registrant for the sale from time to time of an unlimited amount of the Registrant’s securities, which became effective on January 19, 2024 (the “Registration Statement”). The Registrant carried over $5,050,000,000 of unsold securities (the “unsold securities”) (and the associated $351,480 previously paid filing fee) that previously were registered by the Registrant on Form

S-3

(File

No. 333-261845),

initially filed with the Commission on December 22, 2021 and declared effective on January 13, 2022 (the “Prior Registration Statement”), for which the Registrant paid a registration fee of $1,741,980. Prior to the offering to which the pricing supplement relates, $4,500,000,000 of securities have been issued under the Registration Statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement was deemed terminated as of the date of effectiveness of the Registration Statement.

- Definition

The initial filing date of the earlier registration statement with which the earlier (offsetting) fee was paid for a claimed offset. If the offset fee was paid with an amendment, do not provide the amendment date under this element; instead, provide the date of the initial filing (i.e. the "parent" filing) .

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 457
-Subsection p

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 457
-Subsection b