#1JPMORGAN CHASE PROXY DISCUSSION TOPICS 2015 Proxy April 2015 JPMORGAN CHASE & Co.#2JPMORGAN CHASE PROXY DISCUSSION TOPICS Matters to be voted on A Management proposals The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals: 1. Election of directors 2. Advisory resolution to approve executive compensation 3. Ratification of PricewaterhouseCoopers LLP as the Firm's independent registered public accounting firm 4. Approval of Amendment to Long-Term Incentive Plan B Shareholder proposals The Board of Directors recommends you vote AGAINST each of the following shareholder proposals: 5. Independent board chairman — require an independent Chair 6. Lobbying report on policies, procedures and expenditures 7. Special share owner meetings - reduce ownership threshold from 20% to 10% 8. How votes are counted count votes using only for and against 9. Accelerated vesting provisions - report names of senior executives and value of equity awards that would vest if they resign to enter government service 10. Clawback disclosure policy disclose whether the Firm recouped any incentive compensation from senior executives 1 JPMORGAN CHASE & CO.#3JPMORGAN CHASE PROXY DISCUSSION TOPICS Agenda Management proposals Shareholder proposals 2 Page 2 8 JPMORGAN CHASE & Co.#4MANAGEMENT PROPOSALS Proposal #1: Election of directors The Board of Directors recommends you vote FOR each director nominee Principal Occupation Retired Deputy Head of Risk Management of JPMorgan Chase & Co.² Nominee Linda B. Bammann James A. Bell Crandall C. Bowles Stephen B. Burke James S. Crown James Dimon Timothy P. Flynn Laban P. Jackson, Jr. Michael A. Neal Lee R. Raymond (Lead Independent Director) William C. Weldon Age 59 ✓ 66 67 56 61 59 58 72 62 76 66 1 Principal standing committees 2 Retired from JPMorgan Chase & Co. in 2005 Retired Executive Vice President of The Boeing Company Chairman of The Springs Company CEO of NBC Universal, LLC President of Henry Crown and Company Chairman and CEO of JPMorgan Chase & Co. Retired Chairman and CEO of KPMG Chairman and CEO of Clear Creek Properties, Inc. Retired Vice Chairman of General Electric and Retired Chairman and CEO of GE Capital Retired Chairman and CEO of Exxon Mobil Corporation Retired Chairman and CEO of Johnson & Johnson 11 directors, 10 independent ✓ 4 new directors since 2011, including 2 new Risk Policy Committee members since 2013 3 Director Since 2013 2011 2006 2004 Director of Bank One Corporation from 2003 to 2004 2004 Director of Bank One Corporation from 1991 to 2004 2004 Chairman of the Board of Bank One Corporation from 2000 to 2004 2012 2004 Director of Bank One Corporation from 1993 to 2004 2014 2001 Director of J.P. Morgan & Co. Incorporated from 1987 to 2000 2005 For additional detail, see 2015 Proxy Statement pages 7-29 Committee Membership¹ Public Responsibility; Risk Policy Audit Audit; Public Responsibility (Chair) Compensation & Management Development; Corporate Governance & Nominating Risk Policy (Chair) Public Responsibility; Risk Policy Audit (Chair) Risk Policy Compensation & Management Development (Chair); Corporate Governance & Nominating Compensation & Management Development; Corporate Governance & Nominating (Chair) Strong Lead Independent Director role Endorsed the Shareholder Director Exchange (SDX) Protocol in 2014 JPMORGAN CHASE & Co.#5MANAGEMENT PROPOSALS Proposal #2: Advisory resolution to approve executive compensation The Board of Directors recommends you vote FOR this proposal Compensation Discussion & Analysis Roadmap 1. How did we perform? 2. How do we assess performance and determine pay? 3. How did we pay our CEO and other NEOS? 4. What are our pay practices? 5. How do we address risk & control? For additional detail, see 2015 Proxy Statement pages 30-68 Business results: Strong underlying financial performance across each line of business while maintaining a fortress balance sheet and delivering sustained shareholder value ■ Risk & Control: Sig cant progress enhancing our controls, while reinforcing our culture of accountability ■ Customers & Clients: Strengthened our franchises by focusing on customers' and clients' experience ■ People Management & Leadership: Continued investment in developing our employees and strengthening our pipeline of leaders by taking a very proactive approach to succession planning Proactive and rigorous approach to assessing performance against priorities enables the CMDC and Board to make fully informed decisions ■ Performance assessed using a holistic approach over a multi-year period in order to drive short-, medium-, and long- term shareholder value ■ Pay levels set commensurate with individual, line of business, and Firm performance, along with the need to attract and retain top talent ■ Mr. Dimon and the other Named Executive Officers ("NEOS") delivered strong Firm, line of business and individual performance in 2014, continuing their momentum from 2013 ■2014 NEO pay levels were determined based on 2014 performance, historical performance, and positioning of our Firm for future success Majority of NEO compensation is performance-based, and deferred into long-term equity, which is linked to stock price performance and subject to forfeiture ■ Sound compensation philosophy drives compensation program features and related decision making at every level of the Firm ■ Executives do NOT receive any special benefits, special severance, golden parachutes or guaranteed bonuses ■ Stock ownership guidelines and retention requirements create strong alignment with shareholders ■ We actively seek feedback on pay practices from our shareholders and strongly consider it in making compensation related decisions ■ Strong corporate governance and independent Board oversight provides appropriate level of support and scrutiny of compensation program ■ Enhanced and extensive processes to discuss material risk and control issues that may potentially result in a compensation pool or individual impact ■ Senior and certain other employees are subject to strong clawback and recovery provisions to hold them accountable ■ Strict no hedging/pledging policy for executive officers to strengthen the alignment of such officers' economic interests with those of shareholders 4 Pages 33-37 Pages 38-40 Pages 41-50 Pages 51-53 Pages 54-57 JPMORGAN CHASE & Co.#6MANAGEMENT PROPOSALS For additional detail, see 2015 Proxy Statement pages 30-68 Proposal #2: Advisory resolution to approve executive compensation¹ (cont'd) The Board of Directors recommends you vote FOR this proposal Why should shareholders approve our Say on Pay? 1. Solid 2014 business performance continued to support sustained shareholder value 2. Pay and performance are determined using a well-governed, disciplined and holistic framework 3. Pay is commensurate with overall business and individual performance 4. Pay practices are aligned with the interests of shareholders 5. Pay and performance are tied to extensive risk and control features TBVPS $22.52 $1.35 2008 EPS $27.09 EPS and TBVPS over time $2.26 2009 $5.6B $1M 2008 TBVPS CAGR: 12% EPS CAGR: 26% $30.18 $11.7B $3.96 Net Income Relative to CEO Pay Net Income ($ in billions) $15.2M 2009 0.09% JPMorgan Chase & Co. 2010 $17.4B 1 See notes on non-GAAP financial measures on page 12 2 Total shareholder return ("TSR") assumes reinvestment of dividends 3 See note 2 on page 12 $23M $33.69 $4.48 2010 2011 $19.0B 0.10% $23M CEO Comp ($ in millions) $38.75 2011 $5.20 Wells Fargo 2012 $21.3B $40.81 $11.5M CIO EVENT 2012 $4.35 2013 $17.9B $20M $44.69 2013 0.13% Citigroup 5 $5.29 $20M 2014 $21.8B 2014 $180 $160 $140 $120 $100 CEO pay versus business performance 0.19% $80 $60 $40 JPM $100 2007 Bank of America Total shareholder return² S&P Financial Index 6% 2008 10% 2009 $15.2M Return on Tangible Common Equity (ROTCE) Relative to CEO Pay ROTCE CEO Comp ($ in millions) % of Profits Paid to CEOs - Three Year Average (2011-2013)³ (Financial Services Peer Group) 0.37% KBW Bank Index $1M 2008 2009 2011 2013 * Despite record net income in 2012, the Board significantly reduced Mr. Dimon's pay in response to CIO trading losses. JPMorgan Chase generated more net income per dollar of CEO compensation than peers 15% Goldman Sachs $23M 2010 2010 15% 2011 $23M 15% $11.5M CIO EVENT 2012 0.48% 2012 American Express 11% 2013 $20M 13% $20M 2014 0.54% Morgan Stanley JPMORGAN CHASE & Co. $168 $98 2014#7MANAGEMENT PROPOSALS Proposal #3: Ratification of PricewaterhouseCoopers LLP as the Firm's independent registered public accounting firm For additional detail, see 2015 Proxy Statement pages 69-73 The Board of Directors recommends you vote FOR this proposal The members of the Audit Committee of the Board believe that continued retention of PwC as the Firm's independent external auditor is in the best interests of JPMorgan Chase and its shareholders The Audit Committee annually reviews PwC's independence and performance in connection with the determination to retain PwC It is JPMorgan Chase's policy not to use PwC's services other than for audit, audit-related and tax services In accordance with SEC rules and PwC policies, lead and concurring audit partners are subject to rotation requirements to limit the number of consecutive years of service to five years for an individual partner. The current lead PwC engagement partner was designated commencing with the 2011 Audit and is expected to serve in that capacity through the end of the 2015 audit 6 JPMORGAN CHASE & Co.#8MANAGEMENT PROPOSALS Proposal #4: Approval of Amendment to Long-Term Incentive Plan The Board of Directors recommends you vote FOR this proposal JPMorgan Chase's Long-Term Incentive Plan (the "Plan") was last approved by shareholders on May 17, 2011. Pursuant to its terms, the Plan has a four-year duration and will expire on May 31, 2015. The primary purpose of the amendment is to extend the term of the Plan for an additional 4 years (until May 31, 2019), and to authorize 95 million carryover shares from the existing Plan pool (canceling approximately 157 million shares out of the 252 million shares remaining, as of February 28, 2015) We believe that voting in favor of our proposed amendment to the Firm's Long- Term Incentive Plan is important, as a well-designed equity program serves to align employees' long-term economic interests with those of shareholders while incurring reasonable dilution to shareholders. Without such approval, the Firm would lose a critical shareholder alignment feature of our compensation framework The proposal is organized around three key considerations that we believe shareholders should focus on in their evaluation of our Plan: 1. We use shares responsibly and have significantly reduced our request for shares to be made available under the Plan based on shareholder feedback. 2. Our equity practices promote the long-term interests of shareholders and create a culture of success amongst our employees. 3. Our equity program reinforces individual accountability through strong recovery provisions. 32% 32% 32% JPMorgan Chase & Co. 1 See note 3 on slide 12 2 See note 4 on slide 12 3 See note 5 on slide 12 21% 19% 18% American Express 43% 39% 40% Bank of America 36% 2012 2013 2014 31% 31% Historical Total Potential Dilution ¹ Historical Compensation Expense Ratio³ Citigroup Historical Burn Rate² 7 14.9% 2010 2.5% 2010 38% 37% 37% Goldman Sachs 17.0% 2011 For additional detail, see 2015 Proxy Statement pages 74-82 1.9% 2011 Consistent decrease in potential Dilution 60% 14.2% 2012 Consistent decrease in Burn Rate 1.9% 2012 50% 52% 12.6% Morgan Stanley 2013 1.5% 2013 33% 11.5% 2014 1.0% 2014 36% 35% Wells Fargo JPMORGAN CHASE & Co.