The foregoing discussion of the information and factors considered by the William Penn board of directors is not intended to be exhaustive, but includes the material factors considered by the William Penn board of directors. In reaching its decision to approve the merger agreement and the transactions contemplated thereby (including the merger), the William Penn board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The William Penn board of directors considered all these factors as a whole, including through its discussions with William Penn’s management and financial and legal advisors, in evaluating the merger agreement and the transactions contemplated thereby (including the merger). For the reasons set forth above, the William Penn board of directors unanimously (i) determined that the merger agreement and the other matters and transactions contemplated thereby are advisable and in the best interests of William Penn and its shareholders, (ii) adopted and approved the merger agreement and the other matters and transactions contemplated thereby, (iii) authorized the execution and delivery of the merger agreement and the other matters and transactions contemplated thereby, (iv) directed that the merger agreement be submitted to the holders of William Penn common stock for adoption and (v) recommended approval and adoption of the merger agreement by the holders of William Penn common stock. In considering the recommendation of the William Penn board of directors, you should be aware that certain directors and executive officers of William Penn may have interests in the merger that are different from, or in addition to, interests of shareholders of William Penn generally and may create potential conflicts of interest. The William Penn board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement and the transactions contemplated thereby (including the merger), and in recommending to the holders of William Penn common stock that they vote in favor of the William Penn merger proposal and the William Penn adjournment proposal. See the section entitled “Interests of William Penn’s Directors and Executive Officers in the Merger.” This summary of the reasoning of the William Penn board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement About Forward-Looking Statements.” Recommendation of William Penn’s Board of Directors William Penn’s board of directors believes that the terms of the transaction are in the best interests of William Penn and its shareholders and has unanimously approved the merger agreement. Accordingly, William Penn’s board of directors unanimously recommends that William Penn’s shareholders vote “FOR” the William Penn merger proposal and “FOR” the approval of the William Penn adjournment proposal. Opinion of William Penn’s Financial Advisor William Penn retained Piper Sandler to act as financial advisor to William Penn’s board of directors in connection with William Penn’s consideration of a possible business combination. William Penn selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Piper Sandler acted as financial advisor to William Penn’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the Agreement and Plan of Merger (the “Agreement”). At the October 31, 2024 meeting at which William Penn’s board of directors considered the merger and the Agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on October 31, 2024, to the effect that, as of such date, the 57
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