The Board of Directors – Mid Penn Bancorp, Inc. October 31, 2024 Page 2 of 6 investment banking or financial advisory services to William Penn. We may in the future provide investment banking and financial advisory services to Mid Penn or William Penn and receive compensation for such services. In connection with this opinion, we have reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Mid Penn and William Penn and bearing upon the Merger, including among other things, the following: (i) a draft of the Agreement dated October 26, 2024 (the most recent draft made available to us); (ii) the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2023 of Mid Penn; (iii) the unaudited quarterly financial statements and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024 of Mid Penn; (iv) certain unaudited financial results for the fiscal quarter ended September 30, 2024 of Mid Penn (contained in the Current Report on Form 8-K filed by Mid Penn with the Securities and Exchange Commission on October 23, 2024); (v) the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended June 30, 2024 of William Penn; (vi) certain unaudited financial results for the fiscal quarter ended September 30, 2024 of William Penn (contained in the Current Report on Form 8-K filed by William Penn with the Securities and Exchange Commission on October 16, 2024); (vii) certain regulatory filings of Mid Penn and its subsidiary bank, including as applicable, the quarterly reports on Form FR Y-9C and the quarterly call reports required to be filed (as the case may be) with respect to each quarter during the three-year period ended December 31, 2023 and the quarters ended March 31, 2024 and June 30, 2024; (viii) certain regulatory filings of William Penn and its subsidiary bank, including as applicable, the semi-annual reports on Form FR Y-9SP required to be filed during the three-year period ended June 30, 2024 and the quarterly call reports required to be filed with respect to each quarter during the three-year period ended December 31, 2023 and the quarters ended March 31, 2024 and June 30, 2024; (ix) certain other interim reports and other communications of Mid Penn and William Penn to their respective shareholders; and (x) other financial information concerning the respective businesses and operations of Mid Penn and William Penn furnished to us by Mid Penn and William Penn or which we were otherwise directed to use for purposes of our analysis. Our consideration of financial information and other factors that we deemed appropriate under the circumstances or relevant to our analyses included, among others, the following: (i) the historical and current financial position and results of operations of Mid Penn and William Penn; (ii) the assets and liabilities of Mid Penn and William Penn; (iii) the nature and terms of certain other merger transactions and business combinations in the banking industry; (iv) a comparison of certain financial and stock market information of Mid Penn and William Penn with similar information for certain other companies, the securities of which are publicly traded; (v) financial and operating forecasts and projections of William Penn that were prepared by Mid Penn management, provided to and discussed with us by such management, and used and relied upon by us at the direction of Mid Penn management and with the consent of the Board; (vi) publicly available consensus “street estimates” of Mid Penn, as well as assumed Mid Penn long-term growth rates provided to us by Mid Penn management, all of which information was discussed with us by such management and used and relied upon by us at the direction of such management and with the consent of the Board; and (vii) estimates regarding certain pro forma financial effects of the Merger on Mid Penn (including without limitation the cost savings expected to result or be derived from the Merger) that were prepared by Mid Penn management, provided to and discussed with us by such management, and used and relied upon by us at the direction of such management and with the consent of the Board. We have also performed such other studies and analyses as we considered appropriate and have taken into account our assessment of general economic, market and financial conditions and our experience in other transactions, as well as our experience in securities valuation and knowledge of the banking industry generally. We have also participated in discussions held by the managements of Mid Penn and William Penn regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as we have deemed relevant to our inquiry. We have not been requested to assist, and have not assisted, Mid Penn with negotiating or structuring the Merger. Keefe, Bruyette & Woods, A Stifel Company C-2
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