Shareholder Nomination of Directors Mid Penn. Mid Penn’s bylaws provide that nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Nominations made by the shareholders entitled to vote for the election of directors will be made by notice in writing, delivered or mailed to the Corporate Secretary not less than the earlier of 120 days prior to the anniversary date of the initial proxy materials or of a notice of the meeting by Mid Penn in connection with the immediately preceding annual meeting of shareholders, or the deadline for submitting shareholder proposals for inclusion in a proxy statement and form of proxy as calculated under Rule 14a-8(e), promulgated by the Securities and Exchange Commission under the Exchange Act or any successor provision thereto. William Penn. William Penn’s bylaws provide that nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Nominations made by the shareholders entitled to vote for the election of directors will be made by notice in writing, delivered or mailed and received by the Corporate Secretary not less than 90 days prior to the date of the meeting. Where the shareholder provides notice less than 100 days prior to the date of the meeting, the written notice must be received by the Corporate Secretary not later than the close of business on the 10th day following the date on which notice of the date of the meeting was mailed to shareholders or public disclosure of the annual meeting was made by William Penn. The notice must contain, as to each shareholder proposed nominee, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required by Regulation 14A, promulgated by the Securities and Exchange Commission under the Exchange Act and, as to the shareholder giving notice, (i) the name and address of the shareholder; (ii) the class and number of shares that the shareholder beneficially owns; and (iii) a statement disclosing whether the shareholder or any nominee thereof is acting with or on behalf of another person and, if applicable, the identity of such person. Number of Directors Mid Penn. The number of Mid Penn directors will be not less than five, nor more than twenty-five as Mid Penn’s board of directors may determine from time-to-time. William Penn. The number of William Penn directors may be fixed from time to time by the board of directors, with the number of William Penn directors not less than the minimum number of directors required by the Maryland General Corporation Law. The Maryland General Corporation Law requires a minimum of 1 director. Director Qualifications Mid Penn. Each Mid Penn director must be a Mid Penn shareholder and will own in his/her own right the number of shares (if any) required by law in order to qualify as such director. Mid Penn maintains a mandatory retirement policy. Upon reaching the age of seventy-two (72), a Mid Penn director will hold office until the following annual meeting of shareholders at which time such director will retire from the Mid Penn board of directors. In extraordinary circumstances, the Mid Penn board of directors may grant a director, on a case-by-case basis, a waiver from this mandatory retirement policy. William Penn. To qualify to serve as a director of William Penn, such person: (1) may not have attained the age of seventy-five (75) as of the date of appointment, or for re-election where such person has attained the age of seventy-five (75) on the date of such meeting at which the director is to be re-elected; (2) may not be under indictment for, or have ever been convicted of, a criminal offense involving dishonesty or breach of trust where the penalty for the offense could be imprisonment for more than one year; (3) may not be a person against who a banking agency has, within the past 10 years, issued a cease and desist order for conduct involving dishonesty or breach of trust, where the order is final and not subject to appeal; (4) may not have been found by a final, non-appealable decision by a regulatory agency or court to have breached a fiduciary duty involving personal 121
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