The William Penn Board of Directors Recommends That William Penn Shareholders Vote “FOR” the William Penn Merger Proposal (page 57) The William Penn board of directors believes that the merger is in the best interests of William Penn and its shareholders and has unanimously approved the merger and the merger agreement. The William Penn board of directors recommends that William Penn shareholders vote “FOR” the William Penn merger proposal. The William Penn board also recommends that its shareholders vote “FOR” the William Penn adjournment proposal. William Penn’s Directors and Executive Officers Have Financial Interests in the Merger that May Differ from the Interests of William Penn Shareholders (page 89) In addition to their interests as William Penn shareholders, the directors and certain executive officers of William Penn have interests in the merger that are different from or in addition to interests of other William Penn shareholders. These interests include, among other things: • the retention of Kenneth J. Stephon, the Chairman, President and Chief Executive Officer of William Penn, as the Chief Corporate Development Officer of Mid Penn and Mid Penn Bank, pursuant to a three-year employment agreement with Mid Penn, Mid Penn Bank, William Penn and William Penn Bank that will become effective at the closing of the merger, providing for an annual salary of $400,000, a one-time cash bonus of $2,074,776 payable immediately prior to closing of the merger, a retention bonus of $900,000 payable in three equal annual installments and an annual $50,000 contribution to a deferred compensation plan to be established for his benefit; • the appointment of Kenneth J. Stephon as a director of Mid Penn and Mid Penn Bank, and as Vice Chair of Mid Penn Bank, at the effective time of the merger; • the appointment of the directors of William Penn, other than Kenneth J. Stephon, serving on the William Penn board of directors at the effective time of the merger, to a paid three-year advisory board of Mid Penn following the completion of the merger; • continued indemnification and insurance for current directors and executive officers of William Penn and its subsidiaries pursuant to the terms of the merger agreement; • at the effective time of the merger, each option to purchase shares of William Penn common stock held by a directors or executive officer of William Penn which is outstanding and unexercised immediately prior to the effective time of the merger, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of William Penn common stock and will be converted into an option to acquire, on the same terms and conditions as were applicable under such William Penn stock option (including vesting and exercisability terms) immediately prior to the effective time of the merger, the number of shares of Mid Penn common stock equal to (a) the number of shares of William Penn common stock subject to such stock option multiplied by (b) 0.426; • at the effective time of the merger, each restricted stock award of William Penn common stock held by a director or executive officer of William Penn which is outstanding immediately prior to the effective time of the merger and with respect to which the applicable restrictions have not yet lapsed, shall cease to represent a right to acquire shares of William Penn common stock and will be converted into the right to receive, on the same terms and conditions as were applicable under such William Penn restricted stock award (including vesting terms) immediately prior to the effective time of the merger, the number of shares of Mid Penn common stock equal to (a) the number of shares of William Penn common stock subject to such restricted stock award multiplied by (b) 0.426; and • certain of William Penn’s named executive officers may be entitled to severance, change-in-control or other benefits and payments in connection with the merger. William Penn’s board of directors was aware of these interests and took them into account in its decision to approve the merger agreement. For information concerning these interests, please see the discussion on page 89 18
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