for certain other companies, the securities of which are publicly traded; (viii) a comparison of certain financial and market information for William Penn and Mid Penn with similar financial institutions for which information is publicly available; (ix) the financial terms of certain recent business combinations in the bank and thrift industry (on nationwide basis), to the extent publicly available; (x) the current market environment generally and the banking environment in particular; and (xi) such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant. We also discussed with certain members of the senior management of William Penn and its representatives the business, financial condition, results of operations and prospects of William Penn and held similar discussions with certain members of the senior management of Mid Penn and its representatives regarding the business, financial condition, results of operations and prospects of Mid Penn. In performing our review, we have relied upon the accuracy and completeness of all of the financial and other information that was available to us from public sources, that was provided to us by William Penn, Mid Penn or their respective representatives, or that was otherwise reviewed by us and we have assumed such accuracy and completeness for purposes of rendering this opinion without any independent verification or investigation. We have further relied on the assurances of the respective senior managements of William Penn and Mid Penn that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading in any respect material to our analyses. We have not been asked to undertake, and have not undertaken, an independent verification of any such information and we do not assume any responsibility or liability for the accuracy or completeness thereof. We did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of William Penn or Mid Penn, nor were we furnished with any such evaluations or appraisals. We render no opinion on or evaluation of the collectability of any assets or the future performance of any loans of William Penn or Mid Penn, nor any of their respective subsidiaries. We did not make an independent evaluation of the adequacy of the allowance for loan losses of William Penn or Mid Penn, any of their respective subsidiaries or the combined entity after the Merger, and we have not reviewed any individual credit files relating to William Penn or Mid Penn or any of their respective subsidiaries. We have assumed, with your consent, that the respective allowances for credit losses for William Penn and Mid Penn and their respective subsidiaries are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. In preparing its analyses, Piper Sandler used internal financial projections for William Penn for the years ending December 31, 2024 through December 31, 2027 with a long-term annual balance sheet and net income growth rate for the years thereafter and estimated dividends per share for William Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of William Penn. In addition, Piper Sandler used publicly available median analyst earnings per share estimates for Mid Penn for the years ending December 31, 2024 through December 31, 2026 as well as an estimated long-term annual earnings per share growth rate for the years thereafter and estimated dividends per share for Mid Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Mid Penn. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as well as estimated net income for William Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Mid Penn. With respect to the foregoing information, the respective senior managements of William Penn and Mid Penn confirmed to us that such information reflected (or in the case of the publicly available analyst estimates referred to above, was consistent with) the best currently available projections, estimates and judgements of those respective senior managements as to the future financial performance of William Penn and Mid Penn, respectively, and we assumed that the financial results reflected in such information would be achieved. We express no opinion as to such projections, estimates or judgements, or the assumptions on which they are based. We have also assumed that there has been no material change in William Penn’s or Mid Penn’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to us. We have assumed in all respects material to our analyses that William Penn and Mid Penn will remain as going concerns for all periods relevant to our analyses. B-2
RkJQdWJsaXNoZXIy NTYwMjI1