CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This joint proxy statement/prospectus contains or incorporates by reference forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forwardlooking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of belief concerning future events, business plans and expected operating results after giving effect to the merger. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. These forward-looking statements include the financial conditions, results of operations, earnings outlook and prospects of Mid Penn, William Penn and the potential combined company and may include statements for periods following the completion of the merger. The forward-looking statements involve certain risks and uncertainties. The ability of either Mid Penn or William Penn to predict results or the actual effects of its plans and strategies, or those of the combined company, is subject to inherent uncertainty. We caution that these forward-looking statements are based largely on Mid Penn and William Penn’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on the factors which are, in many instances, beyond our control. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include those beginning on page 39 under “Risk Factors,” as well as, among others, the following: • those discussed and identified in public filings with the SEC and bank regulatory agencies made by Mid Penn and William Penn; • the dilution caused by Mid Penn’s issuance of additional shares of its common stock in connection with the merger; • completion of the merger is dependent on, among other the things, the receipt of shareholder and regulatory approvals, the timing of which cannot be predicted with precision and which may not be received at all; • the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; • reputational risk and potential adverse reactions of Mid Penn’s or William Penn’s customers, employees or other business partners, including those resulting from the announcement or completion of the transactions; • higher than expected increases in Mid Penn’s or William Penn’s loan losses or in the level of nonperforming loans; • higher than expected charges incurred by Mid Penn in connection with marking William Penn’s assets to fair value; • a continued weakness or unexpected decline in the U.S. economy, in particular in Pennsylvania and New Jersey; • a continued or unexpected decline in real estate values within Mid Penn’s and William Penn’s market areas; • unanticipated reduction in Mid Penn’s or William Penn’s respective deposit bases or funding sources; • government intervention in the U.S. financial system and the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate risk policies of the FRB; • legislative and regulatory actions could subject Mid Penn to additional regulatory oversight which may result in increased compliance costs and/or require Mid Penn to change its business model; 47
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