as appropriate. Representatives of Piper Sandler then rendered its oral opinion to the board of directors, which was subsequently confirmed in writing, to the effect that, as of October 31, 2024, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in such opinion, the exchange ratio pursuant to the proposed merger agreement was fair to William Penn’s common stockholders from a financial point of view. After considering the proposed merger agreement, and ancillary documents, and taking into consideration the matters discussed at the meeting and at prior meetings of the board of directors, the board of directors voted unanimously to adopt and approve the proposed merger agreement, to recommend that William Penn’s stockholders vote to approve the proposed merger agreement, and to authorize Mr. Stephon to execute and deliver the merger agreement, and all ancillary documents, on behalf of William Penn. Also on October 31, 2024, the Mid Penn board of directors met to consider the approval of the merger agreement and the transactions contemplated by the merger agreement. Representatives of Stephens and Pillar+Aught participated in the Mid Penn board meeting, during which they reviewed the provisions of the merger agreement in detail with the board of directors. Representatives of Stephens discussed the financial terms of the proposed transaction and Pillar+Aught reviewed in detail the terms of the merger agreement and discussed with the Mid Penn board their fiduciary duties under Pennsylvania law. Also at this meeting, KBW reviewed financial aspects of the proposed merger, and rendered an opinion (which was initially rendered verbally and confirmed in a written opinion, dated October 31, 2024) to the Mid Penn board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Mid Penn. After careful consideration of the presentations from Stephens, Pillar+Aught and KBW, as well as the factors described under the section of this joint proxy statement/ prospectus entitled “Mid Penn’s Reasons for the Merger,” and following further discussion, the Mid Penn board of directors unanimously approved the merger agreement and agreed to recommend that Mid Penn’s shareholders approve the issuance by Mid Penn of shares of Mid Penn common stock to holders of shares of William Penn common stock as merger consideration. On October 31, 2024, William Penn and Mid Penn executed the merger agreement and, on November 1, 2024, before the opening of the stock markets, issued a joint press release to announce publicly the execution of the merger agreement. William Penn’s Reasons for the Merger After careful consideration, at a meeting held on October 31, 2024, the William Penn board of directors unanimously determined that the merger agreement, including the merger and the other transactions contemplated thereby, was in the best interests of William Penn and its shareholders and approved the merger agreement. In reaching its decision to adopt and approve the merger agreement and the transactions contemplated thereby (including the merger), and to recommend that the holders of William Penn common stock approve and adopt the merger agreement, the William Penn board of directors evaluated the merger agreement and the transactions contemplated thereby (including the merger) in consultation with William Penn’s management, as well as William Penn’s financial and legal advisors, and considered a number of factors, including the following (which are presented below in no particular order): • each of William Penn’s, Mid Penn’s and the surviving corporation’s business, operations, financial condition, asset quality, earnings and prospects. In reviewing these factors, including the information obtained through due diligence, the William Penn board of directors considered that the merger and the other transactions contemplated by the merger agreement would result in a surviving corporation with a larger scale and market presence than William Penn on a standalone basis, which would thereby enable William Penn to serve an expanded customer base and position it for continued growth; • the strategic rationale for the merger, including the ability of the surviving corporation to serve the banking needs of consumers and businesses in the surviving corporation’s larger market area; 53
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