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. Such product will be rounded down to the nearest whole share. If an officer, director, or employee of William Penn has received a restricted stock award and they are terminated within two years of the completion of the merger, any unvested restricted stock awards will automatically vest upon termination. Q: What are the U.S. federal income tax consequences of the merger? A: The merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Internal Revenue Code. It is a condition to the completion of the merger that each of Mid Penn and William Penn receive a written opinion from their respective legal counsel to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Because William Penn shareholders will receive solely Mid Penn common stock for their shares (except for cash in lieu of fractional shares), William Penn shareholders should not recognize gain or loss except with respect to the cash they receive in lieu of a fractional share. This tax treatment may not apply to all William Penn shareholders. Determining the actual tax consequences of the merger to William Penn shareholders can be complicated. William Penn shareholders should consult their own tax advisor for a full understanding of the merger’s tax consequences that are particular to each shareholder. For further discussion of the material U.S. federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences of the Merger,” beginning on page 108. Questions about the Mid Penn Special Meeting Q: What am I being asked to vote on at the Mid Penn special meeting? A: Mid Penn shareholders of record are being asked to consider and vote on: 1. the Mid Penn share issuance proposal; and 2. the Mid Penn adjournment proposal. Q: How does the Mid Penn board of directors recommend that I vote my shares? A: The Mid Penn board of directors recommends that the Mid Penn shareholders vote their shares as follows: • “FOR” the Mid Penn share issuance proposal; and • “FOR” the Mid Penn adjournment proposal. As of the record date, directors and executive officers of Mid Penn and their affiliates had the right to vote 1,532,691 shares of Mid Penn common stock, or 7.9% of the outstanding Mid Penn common stock entitled to be voted at the special meeting. Each of the directors and executive officers of Mid Penn has entered into a separate voting agreement with William Penn and has agreed to vote all shares of Mid Penn common stock owned by him or her that he or she has the sole power to vote or direct the voting thereof in favor of adoption of the share issuance proposal. Q: What do I need to do now? A: After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy as soon as possible so that your shares will be represented at the Mid Penn special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee. 4
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