Each of the directors and executive officers of Mid Penn has entered into a separate voting agreement with William Penn, pursuant to which each such director and executive officer has agreed to vote all shares of Mid Penn common stock over which he or she has the sole power to vote or direct the voting thereof in favor of the Mid Penn share issuance proposal and certain related matters and against alternative transactions. Attending the Meeting All holders of Mid Penn common stock, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to virtually attend the special meeting. Shareholders of record can vote virtually 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. MID PENN SPECIAL MEETING—PROPOSAL NO. 1 MID PENN SHARE ISSUANCE PROPOSAL PURSUANT TO THE MERGER AGREEMENT Mid Penn is asking its shareholders to consider and vote to approve the issuance of Mid Penn common stock to holders of William Penn common stock pursuant to the merger agreement. For a detailed discussion of the merger, including the terms and conditions of the merger agreement, see “The Merger,” beginning on page 49. As discussed in detail in the sections entitled “The Merger—Mid Penn’s Reasons for the Merger,” and “The Merger—Recommendation of Mid Penn’s Board of Directors,” beginning on pages 70 and 72, respectively, after careful consideration, the Mid Penn board of directors determined that the terms of the merger agreement and the transactions contemplated by it are in the best interests of Mid Penn and its shareholders, and the Mid Penn board of directors unanimously approved the merger agreement. Accordingly, the Mid Penn board of directors unanimously recommends that Mid Penn shareholders vote “FOR” the Mid Penn share issuance proposal. MID PENN SPECIAL MEETING—PROPOSAL NO. 2 MID PENN ADJOURNMENT PROPOSAL If, at the Mid Penn special meeting, the number of shares of Mid Penn common stock present virtually or by proxy is insufficient to constitute a quorum or the number of shares of Mid Penn common stock voting in favor is insufficient to approve the issuance of shares of Mid Penn common stock to holders of William Penn common stock pursuant to the merger agreement, Mid Penn management intends to adjourn the special meeting in order to provide the Mid Penn board of directors more time to solicit additional proxies. In that event, Mid Penn will ask its shareholders to vote only upon the adjournment proposal and not the proposal relating to issuance of Mid Penn common stock in connection with the merger. In this proposal, Mid Penn is asking you to grant discretionary authority to the holder of any proxy solicited by the Mid Penn board of directors so that such holder can vote in favor of the proposal to adjourn the special meeting to solicit additional proxies. If the shareholders of Mid Penn approve the adjournment proposal, Mid Penn could adjourn the special meeting, and any adjourned session of the special meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders who have previously voted. 113
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