INTERESTS OF WILLIAM PENN’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER In considering the recommendation of William Penn’s board of directors with respect to the merger, William Penn’s shareholders should be aware that the executive officers and directors of William Penn and William Penn Bank have certain interests in the merger that may be different from, or in addition to, the interests of William Penn shareholders generally. William Penn’s board of directors were aware of these interests and considered them, among other matters, in making its recommendation that William Penn shareholders vote to adopt the merger agreement. Treatment of Stock Options Certain directors and executive officers of William Penn hold outstanding stock options to purchase shares of William Penn common stock granted under the William Penn Bancorporation 2022 Equity Incentive Plan (the “WMPN EIP”). The WMPN EIP, including the number of shares of William Penn common stock reserved thereunder, has been previously approved by shareholders of William Penn. The merger agreement provides that, at the effective time of the merger, each outstanding stock option granted under the WMPN EIP which is outstanding and unexercised, will cease to represent a right to acquire shares of William Penn common stock and will be converted into an option to acquire, on the same terms and conditions as were applicable under the WMPN EIP (including vesting and exercisability terms) immediately prior to the effective time of the merger, the number of shares of Mid Penn common stock equal to (a) the number of shares of William Penn common stock subject to such stock option multiplied by (b) 0.426. Such product will be rounded down to the nearest whole share. The exercise price per share (rounded up to the nearest whole cent) of each Mid Penn stock option issued for the William Penn stock option will be equal to (y) the exercise price per share of shares of William Penn common stock that were purchasable pursuant to such William Penn stock option divided by (z) 0.426. If an officer, director, or employee of William Penn has received a stock option award and they are terminated within two years of the completion of the merger, any unvested stock option awards will automatically vest upon termination. Treatment of Restricted Stock Certain directors and executive officers of William Penn hold shares of William Penn restricted stock granted under the WMPN EIP. The merger agreement provides that, at the effective time of the merger, each restricted stock award of William Penn common stock which is outstanding immediately prior to the effective time of the merger and with respect to which the applicable restrictions have not yet lapsed, shall cease to represent a right to acquire shares of William Penn common stock and will be converted into the right to receive, on the same terms and conditions as were applicable under such William Penn restricted stock award (including vesting terms) immediately prior to the effective time of the merger, the number of Mid Penn common stock equal to (a) the number of shares of William Penn common stock subject to such restricted stock award multiplied by (b) 0.426. Such product will be rounded down to the nearest whole share. If an officer, director, or employee of William Penn has received a restricted stock award and they are terminated within two years of the completion of the merger, any unvested restricted stock awards will automatically vest upon termination. Change in Control Agreements with Alan B. Turner, Jeannine Cimino, Amy J. Logan and Jonathan T. Logan William Penn and William Penn Bank are parties to a change in control agreement with: Alan B. Turner, Executive Vice President and Chief Lending Officer of William Penn and William Penn Bank; Jeannine Cimino, Executive Vice President and Chief Retail Officer of William Penn and William Penn Bank; Amy J. Logan (formerly Hannigan), Executive Vice President and Chief Operating Officer of William Penn and William Penn Bank; and Jonathan T. Logan, Executive Vice President and Chief Financial Officer of William Penn and William Penn Bank. Pursuant to the merger agreement, Mid Penn has agreed to honor all benefits payable under 89
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