MPB 2025 Special Meeting Proxy Statement

Q: Who is entitled to vote at the Mid Penn special meeting? A: Mid Penn shareholders of record as of the close of business on January 31, 2025, which is referred to as the “Mid Penn record date,” are entitled to notice of, and to vote at, the Mid Penn special meeting. Q: How many votes do I have? A: Each outstanding share of Mid Penn common stock is entitled to one vote. Q: How do I vote my Mid Penn shares? A: Mid Penn shareholders of record may vote their Mid Penn shares by completing and returning the enclosed proxy card, by Internet, by telephone or by voting virtually at the Mid Penn special meeting. Voting by Proxy. Mid Penn shareholders of record may vote their Mid Penn shares by completing and returning the enclosed proxy card. Your proxy will be voted in accordance with your instructions. If you submit a properly executed and dated proxy, but do not specify a choice on one of the proposals described in this joint proxy statement/prospectus, your proxy will be voted in favor of that proposal. Voting by Internet. If you are a registered shareholder, you may vote electronically through the Internet by following the instructions included on your proxy card. If your shares are registered in the name of a broker or other nominee, you may be able to vote via the Internet. If so, the voting form your nominee sends you will provide Internet instructions. Voting by Phone. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call 1-866-883-0222 and then follow the instructions. Voting Virtually at the Special Meeting. Mid Penn shareholders of record may virtually attend the Mid Penn special meeting and vote. Information regarding how to virtually attend the special meeting is included in the proxy card. If your shares are registered in the name of a broker or other nominee and you wish to vote at the meeting you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote at the special meeting. Q: Why is my vote important? A: Because the issuance by Mid Penn of shares of Mid Penn common stock to holders of common stock of William Penn to complete the merger must be approved by the affirmative vote of a majority of the votes cast, in person or by proxy, at the Mid Penn special meeting, every shareholder’s vote is important. Q: If my shares of Mid Penn common stock are held in street name by my broker, will my broker automatically vote my shares for me? A: No. Your broker CANNOT vote your shares on any proposal at the Mid Penn special meeting without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Q: What if I fail to instruct my broker? A: If you do not provide your broker with instructions, your broker generally will not be permitted to vote your shares on the share issuance proposal or any other proposal (a so-called “broker non-vote”) at the Mid Penn special meeting. For purposes of determining the number of votes cast with respect to the Mid Penn share 5

RkJQdWJsaXNoZXIy NTYwMjI1