COMPARISON OF SHAREHOLDERS’ RIGHTS The rights of William Penn shareholders are governed by Maryland law, including the Maryland General Corporation Law, and William Penn’s articles of incorporation and bylaws. The rights of Mid Penn shareholders are governed by Pennsylvania law, including the PBCL, and Mid Penn’s articles of incorporation and bylaws. Upon consummation of the merger, William Penn shareholders will become Mid Penn shareholders. Consequently, after the merger, the rights of such shareholders will be governed by the articles of incorporation and bylaws of Mid Penn and Pennsylvania law. A comparison of the rights of William Penn and Mid Penn shareholders follows. This summary is not intended to be a complete statement of all of such differences or a complete description of the specific provisions referred to therein, and is qualified in its entirety by reference to Pennsylvania law, Maryland law and the respective articles of incorporation and bylaws of William Penn and Mid Penn. Authorized Capital Mid Penn. Mid Penn is authorized to issue 40,000,000 shares of common stock, par value $1.00 per share, and 10,000,000 shares of preferred stock, par value of $1.00 per share. William Penn. The authorized capital stock of William Penn consists of 200,000,000 shares, of which 150,000,000 are shares of common stock, par value $0.01 per share, and 50,000,000 are shares of preferred stock, par value of $0.01 per share. Annual Meeting of Shareholders Mid Penn. Mid Penn’s bylaws provide that an annual meeting will be held on such date, at such time, and at such place, as may be set by the board of directors. William Penn. William Penn’s bylaws provide that an annual meeting will be held on such date, at such time, and at such place as may be set by the board of directors. Special Meeting of Shareholders Mid Penn. Special meetings of the Mid Penn shareholders can be called by Mid Penn’s Chairman of the Board, the Chief Executive Officer, the President, a majority of the Board of Directors, a majority of the Executive Committee of the Board of Directors, or by shareholders entitled to cast at least one-fifth (1/5th) of the vote of which all shareholders are entitled to cast. William Penn. Special meetings of the William Penn shareholders can be called only by (i) William Penn’s Chairman of the Board; (ii) the President; or (iii) two-thirds (2/3) of the total number of Directors of William Penn if there were no vacancies on the Board of Directors. In addition, special meetings of the William Penn shareholders can be called by William Penn’s Secretary upon the written request of William Penn shareholders holding at least a majority of all shares outstanding and entitled to vote on the business to be transacted at such meeting, so long as such meeting is not for the purpose of taking any action that is non-binding or advisory in nature. Cumulative Voting Mid Penn. Mid Penn’s articles of incorporation prohibit cumulative voting in the election of directors. William Penn. William Penn’s articles of incorporation prohibit cumulative voting in any matter submitted to the shareholders. 120
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