Penn, or (3) attending the special meeting, notifying the Corporate Secretary and voting at the special meeting. The William Penn Corporate Secretary’s mailing address is 10 Canal Street, Suite 104, Bristol, Pennsylvania 19007. If your shares are registered in the name of a broker or other nominee, you may revoke your proxy instructions by informing the holder of record in accordance with that entity’s procedures. Solicitation of Proxies William Penn will bear the cost of soliciting proxies for the William Penn special meeting. William Penn has engaged Alliance Advisors to act as the proxy solicitor and to assist in the solicitation of proxies for the William Penn special meeting of shareholders. William Penn has agreed to pay Alliance Advisors approximately $10,000, plus reasonable out-of-pocket expenses, for such services and will also indemnify Alliance Advisors against certain claims, costs, damages, liabilities, and expenses. In addition to solicitation of proxies by mail, William Penn will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of William Penn common stock and secure their voting instructions. William Penn will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, William Penn may use several of its regular employees, who will not be specially compensated, to solicit proxies from William Penn shareholders, either personally or by telephone, facsimile, letter or other electronic means. Mid Penn and William Penn will share equally the expenses incurred in connection with the copying, printing and distribution of this joint proxy statement/prospectus for their special meetings. William Penn Voting Agreements As of the record date, directors and executive officers of William Penn and their affiliates had the right to vote 785,058 shares of William Penn common stock, or approximately 8.5% of the outstanding William Penn common stock entitled to be voted at the special meeting. Each of the directors and executive officers of William Penn has entered into a separate voting agreement with Mid Penn, pursuant to which each such director and executive officer has agreed to vote all shares of William Penn common stock over which he or she has the sole power to vote or direct the voting thereof in favor of the William Penn merger proposal and certain related matters and against alternative transactions. Shareholder Agreement As previously disclosed, on August 4, 2020, William Penn and William Penn Bank entered into a written agreement with Tyndall Capital Partners LP and Jeffrey Halis (the “Tyndall Capital Parties”) with respect to certain voting and corporate matters. During the term of the agreement, which expires on August 4, 2025, the Tyndall Capital Parties have agreed, among other things, to vote all shares of William Penn common stock beneficially owned by the Tyndall Capital Parties in accordance with the recommendations of the William Penn board of directors on all proposals at any meeting of William Penn’s shareholders. Notwithstanding the foregoing, the agreement provides that, with respect to any such proposal that requires only a majority of votes cast by William Penn shareholders to be approved (as opposed to a proposal requiring a majority or higher percentage of total shares of common stock outstanding), the Tyndall Capital Parties may abstain from voting the shares of William Penn common stock they beneficially own in lieu of voting such shares in accordance with the recommendation of our board of directors with respect to the proposal. Tyndall Capital Partners LP and Jeffrey Halis previously reported to William Penn that they held 342,817 shares of William Penn Bancorp, Inc. common stock as of the date of the agreement, which was converted into 1,117,069 shares of William Penn common stock based on the 3.2585 exchange ratio for William Penn’s secondstep conversion offering that was completed in March 2021. However, based on a review of Schedule 13D and Schedule 13G filings required to be made with the U.S. Securities and Exchange Commission as of the record 117
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