Annex C October 31, 2024 The Board of Directors Mid Penn Bancorp, Inc. 2407 Park Drive Harrisburg, PA 17110 Members of the Board: You have requested the opinion of Keefe, Bruyette & Woods, Inc. (“KBW” or “we”) as investment bankers as to the fairness, from a financial point of view, to Mid Penn Bancorp, Inc. (“Mid Penn”) of the Exchange Ratio (as defined below) in the proposed merger (the “Merger”) of William Penn Bancorporation (“William Penn”) with and into Mid Penn, pursuant to the Agreement and Plan of Merger (the “Agreement”) to be entered into by and between Mid Penn and William Penn. Pursuant to the Agreement and subject to the terms, conditions and limitations set forth therein, at the Effective Time (as defined in the Agreement), by virtue of the Merger and without any action on the part of Mid Penn, William Penn or the holders of any of the shares of common stock, par value $0.01 per share, of William Penn (“William Penn Common Stock”), each share of William Penn Common Stock (excluding Treasury Stock, Mid Penn Owned Shares and ESOP Loan Shares (each as defined in the Agreement)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.426 of a share of common stock, par value $1.00 per share, of Mid Penn (“Mid Penn Common Stock”). The ratio of 0.426 of a share of mid Penn Common Stock for one share of William Penn Common Stock is referred to herein as the “Exchange Ratio.” The terms and conditions of the Merger are more fully set forth in the Agreement. The Agreement further provides that, Mid Penn and William Penn shall cause William Penn Bank, a wholly-owned subsidiary of William Penn, to merge with and into Mid Penn Bank, a wholly-owned subsidiary of Mid Penn, immediately, or as soon as reasonably practicable, after the Effective Time pursuant to a separate plan of merger to be entered into between Mid Penn Bank and William Penn Bank (such transaction, the “Bank Merger”). KBW has been retained by Mid Penn solely to render this opinion to the board of directors of Mid Penn (the “Board”), and KBW has not acted as a financial advisor or other advisor to, or as an agent of, Mid Penn or any other person. As part of our investment banking business, we are continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, we have experience in, and knowledge of, the valuation of banking enterprises. i We and our affiliates, in the ordinary course of our and their broker-dealer businesses, may from time to time purchase securities from, and sell securities to, Mid Penn and William Penn. In addition, as market makers in securities, we and our affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Mid Penn or William Penn for our and their own accounts and for the accounts of our and their respective customers and clients. We have acted exclusively for the Board in rendering this opinion and will receive a fee from Mid Penn for our services, which fee is payable upon the rendering of this opinion. In addition, Mid Penn has agreed to indemnify us for certain liabilities arising out of our engagement. Other than in connection with this present engagement, in the past two years, KBW has not provided investment banking or financial advisory services to Mid Penn. In the past two years, KBW has not provided C-1
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