Explanatory Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements and Per Share Data TRANSACTION ACCOUNTING ADJUSTMENTS: (1) At the closing date of the transaction, each share of William Penn common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.426 shares of Mid Penn common stock. In this pro forma analysis and assuming a Mid Penn common stock price of $28.40 as of January 3, 2025 (which was the latest practical trading date before the date of this document) the William Penn merger consideration per common share was assumed to equal $12.10. No fraction of a whole share of Mid Penn common stock shall be issued in connection with the merger. Pursuant to the merger agreement, any former William Penn shareholder who would otherwise be entitled to receive a fraction of a share of Mid Penn common stock shall receive, in lieu thereof, cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share of Mid Penn common stock entitled and (ii) the closing sale price of Mid Penn common stock on the fifth (5th) business day prior to the closing date. At the effective time of the merger, each outstanding William Penn restricted stock award will be assumed by Mid Penn and will continue to be subject to the same terms and conditions as applied to the William Penn restricted stock award immediately prior to the effective time of the merger. Each assumed restricted stock award will be for a number of shares of Mid Penn common stock equal to the number of shares of William Penn common stock subject to the assumed award immediately prior to the effective time of the merger, multiplied by the exchange ratio and rounded down to the nearest whole share. It is noted that William Penn had granted 505,600 of restricted stock units of which 191,161 are vested and 313,989 are unvested and are included in the William Penn outstanding shares. At the closing date of the transaction each option to purchase shares of William Penn common stock (“William Penn Options”) that is outstanding and unexercised shall be converted into Mid Penn options. In this pro forma analysis these William Penn Options totaling 1,264,000 were converted into Mid Penn stock options totaling 538,464 based on their estimated fair value of $5.0 million. It is noted that the pro forma statements of income include the diluted effect of the William Penn stock options rolled over for 17,664 shares for the pro forma statements of income. In connection with the William Penn’s second-step conversion offering, completed on March 21, 2021, the William Penn Bank Employee Stock Ownership Plan (“William Penn ESOP”) trustees subscribed for, and intended to purchase, on behalf of the ESOP, 8.00% of the shares of the Company common stock sold in the offering and to fund its stock purchase through a loan from William Penn equal to 100% of the aggregate purchase price of the common stock. The second-step conversion offering being oversubscribed in the first tier of subscription priorities, the ESOP trustees were unable to purchase shares of William Penn’s common stock in the second-step conversion offering. Subsequent to the completion of the second-step conversion on March 24, 2021, the ESOP trustees purchased 881,130 shares, or $10.1 million, of William Penn’s common stock in the open market. In accordance with the merger agreement, the William Penn ESOP shall be terminated immediately prior to the closing date of the transaction (the “ESOP Termination Date”). On the ESOP Termination Date, William Penn shall direct the William Penn ESOP trustee(s) to remit to William Penn a sufficient number of shares of William Penn common stock held by the William Penn ESOP’s unallocated suspense account to William Penn to repay the full outstanding balance of the loan between the William Penn ESOP and William Penn (the “William Penn ESOP Loan”) (and with such William Penn common stock valued on the ESOP Termination Date) and, if after remitting such shares there remains any unpaid amount under the William Penn ESOP Loan, such unpaid amount, including any unpaid but accrued interest, shall be forgiven by William Penn at the closing date of the transaction. All remaining shares of William Penn common stock held by the William Penn ESOP as of the effective time shall be converted into the right to receive the 29
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