• the belief of the William Penn board of directors that the merger will create, and enable the holders of William Penn stock to become shareholders of a larger community-focused banking franchise with expanded geographies and enhanced product capabilities that will create opportunities for future growth; • the belief of the William Penn board of directors that Mid Penn’s earnings and prospects, and the synergies potentially available in the proposed merger, would result in the surviving corporation having the opportunity to have superior future earnings and prospects compared to William Penn’s earnings and prospects on a standalone basis; • the belief of the William Penn board of directors that William Penn and Mid Penn share similar cultures, including with respect to geographic focus, conservative credit culture and community development, and the belief of the William Penn board of directors that the complementary cultures would facilitate the successful completion of the merger and integration following consummation of the merger; • the expanded possibilities for growth that would be available to the surviving corporation, given its larger size, asset base, capital and footprint; • the anticipated pro forma financial impact of the merger on the surviving corporation, including the expected positive impact on certain financial metrics; • the expectation of cost savings resulting from the merger; • the fact that the implied value of the merger consideration of $13.58 based on the closing price of Mid Penn’s common stock on October 30, 2024 (the last full trading day prior to the date of the approval of the merger agreement), which represented an implied premium of 7.35% over the $12.65 closing price of William Penn’s common stock on October 30, 2024; • the terms of the merger agreement and the fact that the exchange ratio is fixed, with no adjustment in the merger consideration to be received by holders of William Penn stock as a result of possible increases or decreases in the trading price of William Penn common stock or Mid Penn common stock following the announcement of the merger (except for very limited circumstances set forth in the merger agreement), which the William Penn board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the merger and the other transactions contemplated by the merger agreement; • the fact that 100% of the merger consideration would be in the form of Mid Penn common stock, which would allow William Penn shareholders to participate in the future growth and opportunities of the surviving corporation and the anticipated pro forma impact of the merger and otherwise benefit from the financial performance of Mid Penn through, among other things, the potential for increased dividends from the combined company and the potential for appreciation in the value of Mid Penn common stock; • the provisions of the merger agreement providing that Mid Penn would add Kenneth J. Stephon to the board of directors of Mid Penn and Mid Penn Bank, and appoint Mr. Stephon as Vice Chair of Mid Penn Bank, upon the closing of the merger, which the William Penn board of directors believed would enhance the likelihood that the strategic benefits William Penn expects to achieve as a result of the merger would be realized; • the fact that Mr. Stephon will serve as the Chief Corporate Development Officer of Mid Penn and Mid Penn Bank, and as a member of the executive leadership team of Mid Penn and Mid Penn Bank, following the completion of the merger, which the William Penn board of directors believed would enhance the likelihood that the strategic benefits William Penn expects to achieve as a result of the merger would be realized; • the fact that the directors of William Penn, other than Mr. Stephon, serving on the William Penn board of directors at the effective time of the merger will be appointed to a paid three-year advisory board of 54
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