connection with the special meeting will in effect be a vote against the merger. For purposes of determining the number of votes cast with respect to the William Penn adjournment proposal, broker non-votes are not counted and have no effect on the William Penn adjournment proposal. If your bank, broker, trustee or other nominee holds your shares of William Penn common stock in “street name,” such entity will vote your shares of William Penn common stock only if you provide instructions on how to vote by complying with the voting instructions form sent by your bank, trustee or other nominee with this joint proxy statement/ prospectus. Q: What constitutes a quorum for the William Penn special meeting? A: As of the William Penn record date, 9,208,217 shares of William Penn common stock were issued and outstanding, each of which will be entitled to one vote at the meeting. Under William Penn’s articles of incorporation, the presence, in person or by proxy, of the holders of record of shares of capital stock of William Penn entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock of William Penn constitutes a quorum for the transaction of business at the special meeting. If you vote by proxy, your shares will be included for determining the presence of a quorum. Abstentions are also included for determining the presence of a quorum. If you fail to submit a proxy prior to the special meeting or to vote at the William Penn special meeting, your shares of William Penn common stock will not be counted towards a quorum. Q: Assuming the presence of a quorum, what is the vote required to approve the matters to be considered at the William Penn special meeting? A: Assuming a quorum is present, (i) a majority of the total number of shares outstanding and entitled to vote at the special meeting, in person or by proxy, is required to approve the William Penn merger proposal and (ii) the affirmative vote of a majority of the votes cast, in person or by proxy, at the William Penn special meeting is required to approve the William Penn adjournment proposal. Therefore, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the William Penn merger proposal, but will have no effect on the William Penn adjournment proposal. Q: Do I have appraisal or dissenters’ rights? A: No. Under Maryland law, holders of William Penn common stock will not be entitled to exercise any appraisal rights in connection with the merger. Q: Can I attend the William Penn special meeting and vote my shares? A: Yes. All shareholders, including shareholders of record and those who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Holders of record of William Penn common stock can vote at the special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. Q: Can I change my vote? A: Yes. You may revoke your proxy at any time before it is voted by (1) signing and returning a proxy card with a later date (if you submitted your proxy by Internet or by telephone, you can vote again by Internet or telephone), (2) delivering a written revocation letter to William Penn’s Corporate Secretary, or (3) attending 10
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