Piper Sandler’s opinion speaks only as of the date of the opinion. The opinion of Piper Sandler does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. William Penn does not expect that it will request an updated opinion from Piper Sandler. The opinion was directed to William Penn’s board of directors in connection with its consideration of the merger and is directed only as to the fairness, from a financial point of view, of the merger consideration to William Penn common equity shareholders. Piper Sandler’s opinion does not constitute a recommendation to any William Penn shareholder as to how such shareholder should vote at any meeting of shareholders called to consider and vote upon the William Penn merger proposal. Piper Sandler’s opinion does not address the underlying business decision of William Penn to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for William Penn or the effect of any other transaction in which William Penn might engage. Piper Sandler did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by William Penn’s officers, directors, or employees, or class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder of William Penn. For further information, see “The Merger—Opinion of William Penn’s Financial Advisor.” Opinion of Keefe, Bruyette & Woods, Inc. to Mid Penn’s Board of Directors (page 72) In connection with the merger, Keefe, Bruyette & Woods, Inc., which we refer to as KBW, delivered a written opinion, dated October 31, 2024, to the Mid Penn board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Mid Penn of the exchange ratio in the proposed merger. KBW was retained by Mid Penn solely to render its opinion to the Mid Penn board of directors. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this joint proxy statement and prospectus. The opinion was for the information of, and was directed to, the Mid Penn board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Mid Penn to engage in the merger or enter into the merger agreement or constitute a recommendation to the Mid Penn board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Mid Penn common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter. For further information, see “The Merger—Opinion of Keefe, Bruyette & Woods, Inc. to Mid Penn’s Board of Directors.” Board of Directors and Executive Officers of Mid Penn after the Merger (page 87) Following completion of the merger, the then current directors and executive officers of Mid Penn and Mid Penn Bank will continue in office. In addition, upon the effective time of the merger, Kenneth J. Stephon, the current Chairman, President and Chief Executive Officer of William Penn, will be appointed as (i) a director of Mid Penn and Mid Penn Bank, (ii) Vice Chair of Mid Penn Bank, and (iii) Chief Corporate Development Officer of Mid Penn and Mid Penn Bank. The remaining directors of William Penn serving on the William Penn board of directors at the effective time of the merger will be appointed to a paid three-year advisory board of Mid Penn following completion of the merger. The Mid Penn Board of Directors Recommends That Mid Penn Shareholders Vote “FOR” the Mid Penn Share Issuance Proposal (page 72) The Mid Penn board of directors believes that the merger is in the best interests of Mid Penn and its shareholders and has unanimously approved the merger and the merger agreement. The Mid Penn board of directors recommends that Mid Penn shareholders vote “FOR” approval of the Mid Penn share issuance proposal. The Mid Penn board also recommends that its shareholders vote “FOR” the Mid Penn adjournment proposal. 17
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