Mid Penn 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 support of the merger agreement by the directors and executive officers of Mid Penn, each of whom entered into a voting agreement pursuant to which, among other things, they agreed to vote the shares of Mid Penn common stock they own and have the sole power to vote or direct the voting thereof in favor of the Mid Penn share issuance proposal and certain related matters and against alternative transactions; • the familiarity and understanding of the William Penn board of directors with William Penn’s business, results of operations, asset quality, financial and market position and expectations concerning William Penn’s future earnings and prospects; • the understanding of the William Penn board of directors of the current and prospective environment in which William Penn and Mid Penn operate, including economic conditions, the interest rate environment, the accelerating pace of technological change in the banking industry, increased operating costs resulting from regulatory and compliance mandates, the competitive environment for financial institutions generally and the challenges facing William Penn as an independent institution, including, among other things, the costs required to make necessary investments in technology, and the likely effect of these factors on William Penn both with and without the merger; • the evaluation of the William Penn board of directors, with the assistance of management and William Penn’s financial and legal advisors, of William Penn’s standalone plan and other strategic alternatives available to William Penn for enhancing value over the long term and the potential risks, rewards and uncertainties associated with William Penn’s standalone plan and such other alternatives, and the belief of the William Penn board of directors that the proposed merger offered greater benefits, with reduced risks, as compared to the value that could reasonably be expected to be obtained from William Penn’s standalone plan and other alternatives available to William Penn; • the belief of the William Penn board of directors that the surviving corporation will be in a better position to address many of the key risks and challenges currently facing William Penn, including the belief of the William Penn board of directors that the surviving corporation will be able to address these matters on an accelerated basis; • William Penn’s due diligence examination of the operations, financial condition and regulatory compliance programs and prospects of Mid Penn; • the process through which the William Penn board of directors, with the assistance of management and William Penn’s financial and legal advisors, conducted extensive analysis and considered the available alternatives for William Penn over an extended period of time, including a review of other potential strategic partners and the likelihood of any other party offering financial and other terms that would be superior to the merger, and an evaluation and testing of William Penn’s standalone plan, and the William Penn board of directors’ determination that no such alternative was as strategically and financially compelling as the proposed transaction with Mid Penn; • the availability of alternative transactions and that the terms of the merger agreement give William Penn the right, subject to certain conditions, to provide nonpublic information in response to, and to discuss and negotiate, certain bona fide unsolicited acquisition proposals made before William Penn’s shareholders approve and adopt the merger agreement; • the opinion, dated October 31, 2024, of Piper Sandler to the William Penn board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of William Penn common stock of the exchange ratio, as more fully described in the section entitled “The Merger — Opinion of William Penn’s Financial Advisor”; 55
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