• a comparison of certain financial and market information for William Penn and Mid Penn with similar financial institutions for which information is publicly available; • the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available; • the current market environment generally and the banking environment in particular; and • such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant. Piper Sandler also discussed with certain members of the senior management of William Penn and its representatives the business, financial condition, results of operations and prospects of William Penn and held similar discussions with certain members of the senior management of Mid Penn and its representatives regarding the business, financial condition, results of operations and prospects of Mid Penn. In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by William Penn, Mid Penn or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective senior managements of William Penn and Mid Penn that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to undertake, and did not undertake, an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of William Penn or Mid Penn, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of William Penn or Mid Penn, nor any of their respective subsidiaries. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of William Penn, Mid Penn, any of their respective subsidiaries or the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to William Penn or Mid Penn or any of their respective subsidiaries. Piper Sandler assumed, with William Penn’s consent, that the respective allowances for credit losses for William Penn and Mid Penn and their respective subsidiaries were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity. In preparing its analyses, Piper Sandler used internal financial projections for William Penn for the years ending December 31, 2024 through December 31, 2027 with a long-term annual balance sheet and net income growth rate for the years thereafter and estimated dividends per share for William Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of William Penn. In addition, Piper Sandler used publicly available median analyst earnings per share estimates for Mid Penn for the years ending December 31, 2024 through December 31, 2026 as well as an estimated long-term annual earnings per share growth rate for the years thereafter and estimated dividends per share for Mid Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Mid Penn. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as well as estimated net income for William Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Mid Penn. With respect to the foregoing information, the respective senior managements of William Penn and Mid Penn confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of William Penn and Mid Penn, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such projections, estimates or judgements, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in 59
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