EX-99.2 14 tm2032852d6_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

William Penn Bank

 

William Penn Bancorporation

 

PROPOSED MAILING AND INFORMATIONAL MATERIALS

 

 

INDEX

 

Produced by the Financial Printer

 

1.Dear Member Letter*
   
2.Dear Member Letter for Non Eligible Jurisdictions
   
 3.Dear Friend Letter - Eligible Account Holders who are no longer Depositors*
   
 4.Dear Potential Investor Letter*
   
 5.Dear Prospective Investor Letter - Cover Letter for States Requiring "Agent" Mailing*
   
 6-9.Stock Q&A*
   
 10.Proxy Reminder / Important (immediate follow-up)
   
 11.Proxy Reminder / Second Request
   
 12.Proxy Reminder (“final” as needed)
   
 13-14.Proxy Card
   
 15-16.Stock Order / Certification Form*
   
 17.Stock Order Form Guidelines*

 

Produced by the Stock Information Center

 

 18.Lobby Poster
   
19.Dear Subscriber/Acknowledgment Letter - Initial Response to Stock Order Received
   
20.Dear Interested Investor - No Shares Available Letter
   
21.Welcome Stockholder Letter - For Initial DRS Statement Mailing
   
22.Dear Interested Subscriber Letter - Subscription Rejection
   
23.Dear Community Member*
   
24.Tombstone (Offering Advertisement)
   
25.Email Vote Reminder

 

*Accompanied by a Prospectus

 

 

 

 

William Penn Bank

 

Dear Member:

 

We are pleased to announce that the Boards of Directors of William Penn Bank, William Penn, MHC, William Penn Bancorp, Inc., and William Penn Bancorporation have unanimously approved a plan of conversion and reorganization under which we will convert from the mutual holding company form to the fully public stock holding company form of organization and raise additional capital in a stock offering. Upon the completion of the conversion and reorganization, William Penn Bank will become the wholly-owned subsidiary of our newly formed public holding company, William Penn Bancorporation. The additional capital raised in the offering will enhance our capital position and enable us to support future growth and expansion. Upon completion of the conversion and reorganization:

 

·   existing deposit accounts and loans will remain exactly the same

·   deposit accounts will continue to be federally insured up to the maximum legal limit

 

The Proxy Card

 

Under banking regulations, the plan of conversion and reorganization require the approval of the members of William Penn, MHC (depositors and certain borrowers of William Penn Bank). As a voting member, your vote is extremely important to complete the conversion. After reading the enclosed proxy statement, please cast your vote by mail, telephone, text or internet as instructed on the enclosed proxy card. Voting will not obligate you to purchase shares of William Penn Bancorporation common stock in the offering.

 

As a valued customer, your vote is important to us.

On behalf of the Board, I ask that you help us meet our goal by casting your vote

“FOR” approval of the plan of conversion and reorganization.

 

The Stock Order Form

 

As a qualifying depositor or borrower William Penn Bank (including former qualifying depositors of Fidelity Savings and Loan Association of Bucks County and Washington Savings Bank), you have nontransferable rights to subscribe for shares of William Penn Bancorporation common stock on a priority basis. The enclosed prospectus describes the stock offering in more detail. Please read the prospectus carefully before making an investment decision.

 

If you wish to subscribe for shares, please complete the enclosed stock order form. Your stock order form, together with payment for the shares, must be physically received (not postmarked) by William Penn Bancorporation no later than _:00 p.m., Eastern Time, on [day], February __, 2021. Stock order forms may be delivered by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by overnight delivery service or by hand delivery (drop box) to the address indicated on the stock order form. We will not accept stock order forms at our other offices.

 

If you have any questions after reading the enclosed material, please call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

Sincerely,

 

Kenneth J. Stephon

President and Chief Executive Officer

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

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William Penn Bank

 

Dear Member:

 

We are pleased to announce that the Boards of Directors of William Penn Bank, William Penn, MHC, William Penn Bancorp, Inc., and William Penn Bancorporation have unanimously approved a plan of conversion and reorganization under which we will convert from the mutual holding company form to the fully public stock holding company form of organization and raise additional capital in a stock offering. Upon the completion of the conversion and reorganization, William Penn Bank will become the wholly-owned subsidiary of our newly formed public holding company, William Penn Bancorporation. The additional capital raised in the offering will enhance our capital position and enable us to support future growth and expansion. Upon completion of the conversion and reorganization:

 

·   existing deposit accounts and loans will remain exactly the same

·   deposit accounts will continue to be federally insured up to the maximum legal limit

 

The Proxy Card

 

Under banking regulations, the plan of conversion and reorganization require the approval of the members of William Penn, MHC (depositors and certain borrowers of William Penn Bank). As a voting member, your vote is extremely important to complete the conversion. After reading the enclosed proxy statement, please cast your vote by mail, telephone, text or internet as instructed on the enclosed proxy card.

 

As a valued customer, your vote is important to us.

On behalf of the Board, I ask that you help us meet our goal by casting your vote

“FOR” approval of the plan of conversion and reorganization.

 

We regret that we are unable to offer you the opportunity to subscribe for shares of common stock in the subscription offering because the laws of your jurisdiction require us to register (1) the to-be-issued common stock of William Penn Bancorporation and (2) as an agent of William Penn Bancorporation in order to solicit the sale of such stock, and the number of eligible subscribers in your jurisdiction does not justify the expense of such registration.

 

If you have any questions after reading the enclosed material, please call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

Sincerely,

 

Kenneth J. Stephon

President and Chief Executive Officer

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

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William Penn Bank

 

Dear Friend of William Penn Bank:

 

We are pleased to announce that the Boards of Directors of William Penn Bank, William Penn, MHC, William Penn Bancorp, Inc., and William Penn Bancorporation have unanimously approved a plan of conversion and reorganization under which we will convert from the mutual holding company form to the fully public stock holding company form of organization and raise additional capital in a stock offering. Upon the completion of the conversion and reorganization, William Penn Bank will become the wholly-owned subsidiary of our newly formed public holding company, William Penn Bancorporation. The additional capital raised in the offering will enhance our capital position and enable us to support future growth and expansion.

 

As a former depositor of William Penn Bank (or Fidelity Savings and Loan Association of Bucks County and Washington Savings Bank, which were acquired by William Penn Bank) you have nontransferable rights to subscribe for shares of William Penn Bancorporation common stock on a priority basis. The enclosed prospectus describes the stock offering in more detail. Please read the prospectus carefully before making an investment decision.

 

If you wish to subscribe for shares, please complete the enclosed stock order form. Your stock order form, together with payment for the shares, must be physically received (not postmarked) by William Penn Bancorporation no later than _:00 p.m., Eastern Time, on [day], February __, 2021. Stock order forms may be delivered by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by overnight delivery service or by hand delivery (drop box) to the address indicated on the stock order form. We will not accept stock order forms at our other offices.

 

If you have any questions after reading the enclosed material, please call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

Sincerely,

 

Kenneth J. Stephon

President and Chief Executive Officer

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

3 

 

 

William Penn Bancorporation

 

Dear Potential Investor:

 

We are pleased to provide you with the enclosed material regarding the stock offering by William Penn Bancorporation, the proposed new holding company for William Penn Bank. The additional capital raised in the offering will enhance our capital position and enable us to support future growth and expansion. This information packet includes the following:

 

Prospectus: This document provides detailed information about our proposed conversion from the mutual holding company form to the fully public stock holding company form of organization and the related stock offering by William Penn Bancorporation. Please read it carefully before making an investment decision.

 

Stock Order Form: If you wish to subscribe for shares, please complete the enclosed stock order form. Your properly completed stock order form, together with payment for the shares, must be physically received (not postmarked) by William Penn Bancorporation no later than _:00 p.m., Eastern Time, on [day], February __, 2021.

 

Stock order forms may be delivered by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by overnight delivery service or by hand delivery (drop box) to the address indicated on the stock order form. We will not accept stock order forms at our other offices.

 

We are pleased to offer you this opportunity to become one of our stockholders. If you have any questions after reading the enclosed material, please call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

Sincerely,

 

Kenneth J. Stephon

President and Chief Executive Officer

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

4 

 

 

Piper Sandler & Co.

 

Dear Prospective Investor:

 

At the request of William Penn Bancorporation (the “Company”), we have enclosed materials regarding the Company’s offering of common stock in connection with the conversion and reorganization of William Penn, MHC from the mutual holding company form to the fully public stock holding company form of organization. The enclosed material include a prospectus and a stock order form, which offer you the opportunity to subscribe for shares of common stock of William Penn Bancorporation. Please read the prospectus carefully before making an investment decision.

 

If you have any questions after reading the enclosed material, please call the Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time, and ask for a Piper Sandler representative. If you decide to subscribe for shares, your properly completed stock order form, together with payment for the shares, must be physically received (not postmarked) by William Penn Bancorporation no later than _:00 p.m., Eastern Time, on [day], February __, 2021.

 

We have been asked to forward these documents to you in view of certain requirements of the securities laws of your jurisdiction. This is not a recommendation or solicitation for any action by you with regard to the enclosed material.

 

Piper Sandler & Co.

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

5 

 

 

William Penn Bancorporation

 

Questions & Answers About the Stock Offering

 

We are pleased to announce that the Boards of Directors of William Penn Bank, William Penn, MHC, William Penn Bancorp, Inc., and William Penn Bancorporation have unanimously approved a plan of conversion and reorganization under which we will convert from the mutual holding company form to the fully public stock holding company form of organization and raise additional capital in a stock offering. Upon the completion of the conversion and reorganization, William Penn Bank will become the wholly-owned subsidiary of our newly formed public holding company, William Penn Bancorporation. The additional capital raised in the offering will enhance our capital position and enable us to support future growth and expansion.

 

This brochure provides some summary information about the offering and how to purchase shares, and is qualified in its entirety by the prospectus delivered with it. Investing in common stock involves certain risks. For a discussion of these risks and other factors that may affect your investment decision, investors are urged to read the accompanying prospectus before making an investment decision, including the section in the prospectus titled “Risk Factors.”

 

Q.Who can purchase stock in the subscription offering?
  
A.Only eligible depositors and certain borrowers of William Penn Bank and William Penn Bank’s tax-qualified employee stock ownership plan may purchase shares of stock in the subscription offering. The common stock is being offered in the subscription offering in the following order of priority:

 

1)Eligible Account Holders: Depositors (including former depositors of Fidelity Savings and Loan Association of Bucks County and Washington Savings Bank as of June 30, 2019) with aggregate balances of $50 or more at the close of business on June 30, 2019.

 

2)William Penn Bank’s tax-qualified employee stock ownership plan.

 

3)Supplemental Eligible Account Holders: Depositors (other than directors and executive officers of William Penn Bank) with aggregate balances of $50 or more at the close of business on September 30, 2020 and who are not otherwise eligible in category (1) above.

 

4)Other Members: Depositors at the close of business on [Voting Record Date] and who are not otherwise eligible in categories (1) or (3) above, and each borrower of William Penn Bank as of June 1, 2005 whose loan remained outstanding as of the close of business on [Voting Record Date].

 

Q.I am not eligible to purchase stock in the subscription offering. May I still place an order to purchase shares?
  
A.Subject to the priority rights of qualifying depositors and borrowers and the Bank’s tax-qualified employee stock ownership plan in the subscription offering, common stock may be offered to the general public in a community offering. Natural persons (including trusts of natural persons) residing in Bucks and Philadelphia Counties in Pennsylvania and Burlington, Camden, Gloucester and Mercer Counties in New Jersey will be given preference in the community offering. The community offering may begin concurrently with, or any time after, the commencement of the subscription offering.

 

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Q.Am I guaranteed to receive shares if I place an order?
  
A.No. It is possible that orders received during the offering period will exceed the number of shares being sold. Such an oversubscription would result in shares being allocated among subscribers according to the preferences and priorities set forth in the plan of conversion and reorganization and described in the prospectus. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled.

 

Q.How many shares of stock are being offered, and at what price?
  
A.William Penn Bancorporation is offering a maximum of 12,650,000 shares of common stock at a price of $10.00 per share.

 

Q.How much stock can I purchase?
  
A.The minimum purchase is 25 shares ($250). As more fully described in the plan of conversion and reorganization and in the prospectus, the maximum purchase by any person in the subscription or community offering is 75,000 shares ($750,000). In addition, no person, together with their associates, or group of persons acting in concert, may purchase more than 150,000 shares ($1,500,000) of common stock in the offering.

 

Q. How do I order stock?
  
A.If you decide to subscribe for shares, you must return your properly completed and signed original stock order form, along with full payment for the shares, to William Penn Bancorporation. Stock order forms may be returned by mail using the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” by overnight delivery service or by hand delivery (drop box) to the address indicated on the stock order form. We will not accept stock order forms at our other offices. Please call the Stock Information Center if you need assistance completing the stock order form.

 

Q.When is the deadline to subscribe for stock?
  
A.A properly completed original stock order form, together with the required full payment, must be physically received (not postmarked) by William Penn Bancorporation no later than _:00 p.m., Eastern Time, on [day], February __, 2021.

 

Q.How can I pay for my shares of stock?
  
A.You can pay for the shares of common stock by check, bank check, money order, or withdrawal from your deposit account or certificate of deposit at William Penn Bank. Checks and money orders must be made payable to William Penn Bancorporation. Withdrawals from a certificate of deposit at William Penn Bank to buy shares of common stock may be made without penalty.

 

Q.Can I use my William Penn Bank home equity line of credit to pay for shares of common stock?
  
A.No. William Penn Bank cannot lend funds to anyone to subscribe for shares. This includes the use of funds available through a William Penn Bank home equity or other line of credit.

 

Q.Can I subscribe for shares using funds in my IRA at William Penn Bank?
  
A.No. Federal regulations do not permit the purchase of common stock with funds held in your existing IRA or other qualified retirement plan at William Penn Bank. To use these funds to subscribe for common stock, you need to transfer the funds to a “self-directed” IRA or other trust account at another unaffiliated financial institution that permits investment in equity securities within such account. The transfer of these funds takes time, so please make arrangements as soon as possible. However, if you intend to subscribe for common stock using your eligibility as an IRA account holder but plan to use funds from sources other than your IRA account, you do not need to transfer your IRA account. Please call our Stock Information Center if you require additional information.

 

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Q.Can I subscribe for shares in the subscription offering and add someone else who is not on my account to my stock registration?
  
A.No. Applicable regulations prohibit the transfer of subscription rights.  Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

 

Q.Can I subscribe for shares in the subscription offering in my name alone if I have a joint account?
  
A.Yes, subject to the overall purchase limitations in the offering. Unless we determine otherwise, spouses, persons having the same address or persons exercising subscription rights through joint accounts or qualifying accounts registered to the same address will be presumed to be associates of, or acting in concert with, each other.

 

Q.I have custodial accounts at William Penn Bank with my minor children. May I use these accounts to purchase stock in the subscription offering?
  
A.Yes. However, the stock must be registered in the custodian’s name for the benefit of the minor child under the Uniform Transfers to Minors Act. A custodial account does not entitle the custodian to purchase stock in his or her own name. If the child has reached the age of majority, the child must subscribe for the shares in his or her own name.

 

Q.I have a business or trust account at William Penn Bank. May I use these accounts to purchase stock in the subscription offering?
  
A.Yes. However, the stock must be purchased in the name of the business or trust. A business or trust account does not entitle the owner of or signatory for the business or the trustee of the trust to purchase stock in his or her own name.

 

Q.Will payments for common stock earn interest until the stock offering closes?

 

A.Yes. Any payment made by check or money order will earn interest at 0.15% per annum from the date the order is processed to the completion or termination of the stock offering. Depositors who pay for their stock by withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the offering.

 

Q.Will dividends be paid on the stock?
  
A.Following the completion of the conversion and offering, we intend to pay cash dividends on a quarterly basis but have not determined the timing of our first quarterly dividend following the completion of the conversion and offering. We also intend to seek regulatory approval subsequent to the completion of the conversion and offering to pay a one-time, special dividend of up to $0.50 per share to all William Penn Bancorporation stockholders, subject to regulatory approval. No assurances can be given as to whether or when such approval may be obtained.

 

Q.Will my stock be covered by deposit insurance?
  
A.No.

 

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Q.Where will the stock be traded?
  
A.Upon completion of the stock offering, shares of our common stock are expected to trade on the Nasdaq Capital Market under the symbol “WMPN.”

 

Q.Can I change my mind after I place an order to subscribe for stock?
  
A.No. After receipt, your order may not be modified or withdrawn.

 

Q.If I purchase shares of common stock during the offering, when will I receive my stock?
  
A.Physical stock certificates will not be issued. Our transfer agent ______ will send you a stock ownership statement, via the Direct Registration System (“DRS”), by first class mail as soon as practicable after the completion of the offering. Trading is expected to commence the first business day following closing of the stock offering. Although the shares of William Penn Bancorporation common stock will have begun trading, brokerage firms may require that you have received your stock ownership statement prior to selling your shares. Your ability to sell the shares of common stock prior to your receipt of the statement will depend on arrangements you may make with your brokerage firm.

 

Q.What is direct registration and DRS?
  
A.Direct registration is the ownership of stock registered in your own name on the books of William Penn Bancorporation without taking possession of a printed stock certificate. Instead, your ownership is recorded and tracked as an accounting entry (referred to as “book entry”) on the books of William Penn Bancorporation. The Direct Registration System is a system that electronically moves investors’ positions between brokers and transfer agents for issuers that offer direct registration.

 

Q.What happens to the William Penn Bancorp, Inc. shares I currently own?
  
A.The shares of common stock owned by the existing public stockholders of William Penn Bancorp, Inc. will be exchanged for shares of common stock of William Penn Bancorporation based on an exchange ratio that will result in existing public stockholders owning approximately the same percentage of William Penn Bancorporation common stock as they owned of William Penn Bancorp, Inc. common stock immediately prior to the completion of the conversion, as adjusted to reflect the assets of William Penn MHC. The actual number of shares you receive will depend upon the number of shares we sell in our offering and will be announced shortly before the completion of the conversion.

 

Q.What if I have additional questions?
  
A.The prospectus that accompanies this brochure describes the offering in detail. Please read the prospectus carefully before making an investment decision. If you have any questions after reading the enclosed material, you may call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

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4_page099page002_page011.jpg William Penn Bank logo IMPORTANT REMINDER WE NEED YOUR HELP As a follow-up to our recent mailing regarding our plan of conversion and reorganization, WE URGE YOU TO VOTE ALL OF YOUR PROXY CARDS. You may have received more than one proxy card depending on the ownership structure of your accounts. Please support us by voting all proxy cards. If you have already voted, please accept our thanks Voting “FOR” the proposal will not affect your deposit accounts or loans Deposit accounts will continue to be federally insured Voting does not obligate you to purchase stock in the offering Thank you for choosing William Penn Bank. We appreciate your vote and your continued support of the Bank. If you have any questions, please call our Stock Information Center at [Stock Center Phone Number]. Kenneth J. Stephon President and Chief Executive Officer

 

 

 

4_page099page002_page012.jpg William Penn Bank logo SECOND REQUEST WE NEED YOUR HELP As a follow-up to our recent mailing regarding our plan of conversion and reorganization, OUR RECORDS SHOW THAT YOU HAVE NOT YET VOTED ALL OF YOUR PROXY CARDS. You may have received more than one proxy card depending on the ownership structure of your accounts. Please support us by voting all proxy cards. If you have already voted, please accept our thanks Voting “FOR” the proposal will not affect your deposit accounts or loans Deposit accounts will continue to be federally insured Voting does not obligate you to purchase stock in the offering Thank you for choosing William Penn Bank. We appreciate your vote and your continued support of the Bank. If you have any questions, please call our Stock Information Center at [Stock Center Phone Number]. Kenneth J. Stephon President and Chief Executive Officer

 

 

 

4_page099page002_page013.jpg William Penn Bank logo TIME IS RUNNING OUT! WE STILL NEED YOUR HELP! By now, you have received several proxy mailings regarding our vote. Our records show that you have not voted all of your proxy cards received.You may have received more than one proxy card depending on the ownership structure of your accounts. All should be voted. We ask for your support by voting the enclosed proxy card today. Thank you for choosing William Penn Bank. We appreciate your vote and your continued support of the Bank. If you have any questions, please call our Stock Information Center at [Stock Center Phone Number]. Kenneth J. Stephon President and Chief Executive Officer

 

 

 

4_page099page002_page014.jpg WILLIAM PENN, MHCREVOCABLE PROXY CONTROL NUMBER Please vote by marking one of the boxes as shown. The approval of the Plan of Conversion and Reorganization (as described on the reverse side of this proxy card). FOR AGAINST The undersigned hereby acknowledges receipt of a Notice of Special Meeting of Members of William Penn, MHC called for [MEETING DATE] and a Proxy Statement for the Special Meeting (and the accompanying Prospectus) before signing this proxy. ➔ Signature Date IMPORTANT: Please sign your name exactly as it appears on this proxy. Joint accounts need only one signature. When signing as an attorney, administrator, agent, officer, executor, trustee, guardian, etc., please add your full title to your signature. IF YOU VOTE BY MAIL, PLEASE COMPLETE, DATE, SIGN, AND RETURN ALL PROXY CARDS IN THE ENCLOSED PROXY RETURN ENVELOPE. NONE ARE DUPLICATES. DETACH HERE WHAT Am I Voting For? We are counting on you to cast your vote “FOR” the approval of the plan of conversion and reorganization under which we will convert from the mutual holding company form to the fully public stock holding company form of organization. WHY Vote? Because your vote makes a difference. As a valued customer, your vote is important to us. The proposal requires the approval of our voting members. Your vote “FOR” will help us support our future growth and continue to make a difference to our customers and community. We value your relationship and continued support of William Penn Bank and are asking you to help us meet our goal by voting today. HOW Do I Vote? 1 of 4 ways. Please have your control number(s) ready when voting by telephone, text or internet. PROXY VOTING INSTRUCTIONS THANK YOU For Your Vote. We appreciate your vote and continued confidence in William Penn Bank and ask that you please support us by voting all proxy cards you have received.

 

 

 

4_page099page002_page015.jpg  WHY Reorganize? The reorganization and stock offering will provide us with access to additional capital, which will provide us the financial strength to better serve our customers and support our future growth and expansion. WHAT Will Change? No changes are planned in the way we operate our business. The reorganization is an internal change to our corporate structure and will have no effect on the staffing, products or services we offer to our customers. Voting will not affect your deposit accounts or loans. Deposit accounts will continue to be federally insured. We thank you for your support and ask that you vote all proxy cards received. If you have more than one account and / or a qualifying loan, you may receive more than one proxy card depending on the ownership structure of your accounts.

 

 

 

4_page099page002_page016.jpg A properly completed original stock order form must be used to subscribe for common stock. Please read the Stock Ownership Guide Instructions as you complete this form. William Penn Bancorporation Subscription & Community Offering Stock Order Form STOCK ORDER DEADLINE day, [Expiration Date] at _:00 p.m. Eastern Time (Received not postmarked) for STOCK ORDER ASSISTANCE Please call (xxx) xx-xxxx STOCK ORDER DELIVERY If By Overnight Delivery or Hand Delivery (Drop Box) William Penn Bank Street, City New State Zipcode, (xxx) xxx-xxxx j SHARES(2) TOTAL PAYMENT DUEPurchase Limitations (see instructions and the Prospectus) $ X 10.00 = . 00 Minimum 25 shares $ 250 Maximum 75,000 shares $ 750,000 Maximum for associates or group 150,000 shares $ 1,500,000 Check here if you are a William Penn Bank, William Penn Bancorp, Inc., William Penn, MHC, or William Penn Bancorporation: EMPLOYEE, OFFICER, DIRECTOR or IMMEDIATE FAMILY MEMBER of such person living in the same household. CHECK PAYMENT Check, bank draft or money order William Penn Bank line of credit and third party checks cannot be used for check payment. Payable to William Penn Bancorporation Total Check Amount$ Enclosed . 00 (5) WITHDRAWAL PAYMENT The undersigned authorizes withdrawal from the following account(s). There is no early withdrawal penalty for this form of payment. Bank UseAccount # To Withdraw Bank UseAccount # To Withdraw Community Offering $ $ . 00 . 00 Subscription Offering Check one box below if a, b or c does not apply to the purchaser(s) in Item 7. The purchaser had a deposit account(s) totaling $50 or more on June 30, 2019 at William Penn Bank or Fidelity Savings and Loan Association of Bucks County or Washington Savings Bank (each of which was merged with and into William Penn Bank). The purchaser had a deposit account(s) totaling $50 or more on September 30, 2020 at William Penn Bank and is not a director or executive officer of William Penn Bank, William Penn Bancorp, Inc., William Penn, MHC or William Penn Bancorporation. The purchaser had a deposit account(s) at William Penn Bank on [Voting Record Date] or had a loan with William Penn Bank as of June 1, 2005 that continued to be outstanding on [Voting Record Date]. The purchaser in the community offering RESIDES in: -Bucks or Philadelphia County in PA, or -Burlington, Camden, Gloucester or Mercer County in NJ. Indicate county of residence here: The purchaser in the community offering DOES NOT RESIDE in one of the above listed counties. Account Information - List below all William Penn Bank accounts the purchaser had as of the applicable Subscription Offering eligibility date(s) as indicated above. Failure to list all your eligible accounts, or providing incorrect information, may result in the loss of part or all of your subscription rights. Additional space on reverse side at Item 6. Qualifying Account # of Purchaser Qualifying Account # of Purchaser Names(s) on Account Names(s) on Account STOCK OWNERSHIP REGISTRATION (to appear on stock registration statement) Please provide all requested information. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights. Form of Ownership (check one box and indicate SS# or Tax ID#)IRA or Other Qualified Plan Order IndividualUniform Transfers to Minors Act (minor SS#) Business (co., corp.) SS/Tax ID# Reporting TTEE Tax ID#-Joint Tenants Registration Name Name Address Street Tenants In Common Fiduciary (trust, estate) SS/Tax ID# Other Owner SS#--Telephone Day CityStateZip codeEvening ASSOCIATES / ACTING IN CONCERT f ACKNOWLEDGEMENT - To be effective, this stock order form must be properly completed and physically (Definitions on reverse side) Check here if you, or any associates or persons acting in concert with you, have submitted other orders for shares and/or are current owners of existing shares of William Penn Bancorp, Inc. If you checked this box, complete reverse side. received (not postmarked) by William Penn Bancorporation no later than _:00 p.m., Eastern Time, on day, [Expiration Date], unless extended; otherwise this stock order form and all subscription rights will be void. The undersigned agrees that after receipt by William Penn Bancorporation, this stock order form may not be modified, withdrawn or canceled without William Penn Bancorporation’s consent and if authorization to withdraw from deposit accounts at William Penn Bank has been given as payment for shares, the amount authorized for withdrawal shall not otherwise be available for withdrawal by the undersigned. (continued on reverse side) By signing below, I also acknowledge that I have read the Certification Form and Acknowledgement continued on the reverse side of this form (Item 9). SignatureDateSignatureDate

 

 

 

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4_page099page002_page018.jpg William Penn Bancorporation 17

 

 

 

4_page099page002_page019.jpg  William Penn Bank If you have more than one account or qualifying loan, you may have received more than one proxy card depending upon the ownership structure of your accounts. Please vote all proxy cards that you received. None are duplicates. Please Support Us & Vote Your Proxy Card(s) Today

 

 

 

William Penn Bancorporation

 

____ __, 2021

 

Dear Subscriber:

 

We hereby acknowledge receipt of your order for shares, listed below, and payment at $10.00 per share, of shares of William Penn Bancorporation common stock. If you are issued shares, the shares will be registered as indicated above.

 

At this time, we cannot confirm the number of shares of William Penn Bancorporation common stock, if any, that will be issued to you. Following completion of the stock offering, shares will be allocated in accordance with the plan of conversion and reorganization.

 

Once the offering has been completed, you will receive by mail from our transfer agent__________, a statement indicating your ownership of William Penn Bancorporation common stock.

 

Please retain this letter and refer to the batch and item number indicated below for any future inquiries you may have regarding this order.

 

If you have any questions, please call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

William Penn Bancorporation

Stock Information Center

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

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William Penn Bancorporation

 

____ __, 2021

 

Dear Interested Investor:

 

We recently completed our subscription offering. Unfortunately, due to the demand for shares from persons with priority rights, stock was not available for our [Supplemental Eligible Account Holders], [Other Members] [or] [community members]. If your subscription was paid for by check, bank draft or money order, a refund of the balance due to you with interest will be mailed promptly.

 

We appreciate your interest in William Penn Bancorporation and hope you become an owner of our stock in the future. Our common stock has commenced trading on the Nasdaq Capital Market under the symbol “WMPN.”

 

 

William Penn Bancorporation

Stock Information Center

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

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William Penn Bancorporation

 

____ __, 2021

 

Welcome Stockholder:

 

Thank you for your interest in William Penn Bancorporation (the “Company”). Our offering has been completed and we are pleased to enclose a statement from our transfer agent reflecting the number of shares of the Company’s common stock purchased by you in the offering at a price of $10.00 per share. The transaction closed on ____ __, 2021; this is your stock purchase date.

 

If your subscription was paid for by check, bank draft or money order, we will send you a check for interest on the funds you submitted, and, if your subscription was not filled in full, the refund due.

 

The enclosed statement is your evidence of ownership of shares of Company common stock. All stock sold in the offering has been issued in book entry form through the Direct Registration System (“DRS”). No physical stock certificates will be issued. Please examine this statement carefully to be certain that it properly reflects the number of shares you purchased and the names in which the ownership of the shares are to be shown on the books of the Company. If you also held a physical stock certificate for shares of William Penn Bancorp, Inc. prior to completion of the offering, a letter of transmittal regarding the exchange of those shares for William Penn Bancorporation shares, along with other materials, has been mailed to you separately.

 

If you have any questions about your statement, please contact our transfer agent (by mail, telephone, or via the internet) as follows:

 

Company

Attn: _____

Address

City, State Zipcode

Telephone

Email: xxxxx@xxxxx.com

 

Trading [is expected to] [commenced] on the Nasdaq Capital Market under the symbol “WMPN” on __ __, 2021. Please contact a stockbroker if you choose to sell your stock or purchase any additional shares in the future.

 

On behalf of the Board of Directors, officers and employees of William Penn Bancorporation, I thank you for supporting our offering and welcome you as a stockholder.

 

Sincerely,

 

Kenneth J. Stephon

President and Chief Executive Officer

 

The shares of common stock are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

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William Penn Bancorporation

 

_______ __, 2021

 

Dear Interested Subscriber:

 

We regret to inform you that William Penn Bancorporation, the proposed holding company for William Penn Bank, did not accept your order for shares of William Penn Bancorporation common stock in its community offering. This action is in accordance with our plan of conversion and reorganization, which gives William Penn Bancorporation the absolute right to reject the order of any person, in whole or in part, in the community offering.

 

If your order was paid for by check, enclosed is your original check.

 

William Penn Bancorporation

Stock Information Center

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

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Piper Sandler & Co.

 

_______ __, 2021

 

Dear Community Member:

 

We are enclosing material in connection with the stock offering by William Penn Bancorporation, the proposed holding company for William Penn Bank.

 

Piper Sandler & Co. is acting as marketing agent in connection with the subscription and community offerings, which will conclude at _:00 p.m., Eastern Time, on [day], February __, 2021.

 

Members of the general public are eligible to participate. If you have any questions about the offering, please do not hesitate to call the Stock Information Center at [Stock Center Phone Number], Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

Piper Sandler & Co.

 

The shares of common stock are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

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William Penn Bank

 

William Penn Bancorporation

Commences Stock Offering

 

William Penn Bancorporation, the proposed new holding company for William Penn Bank, is offering shares of its common stock for sale in a stock offering.

 

Shares of William Penn Bancorporation common stock are being offered for sale at a price of $10.00 per share. As a member of the community served by William Penn Bank, you may have the opportunity to purchase shares in the offering.

 

If you would like to learn more about our stock offering, we invite you to obtain a prospectus and offering material by calling our Stock Information Center at [Stock Center Phone Number], Monday through Friday between the hours of 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

 

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

 

 

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EMAIL VOTE REMINDER

 

HAVE YOU VOTED YET?

As a valued customer, your vote is important to us.

 

If you were a William Penn Bank depositor (or certain borrower) as of [Voting Record Date], you recently received package containing proxy materials requesting your vote “FOR” our plan of conversion and reorganization.

 

If you have not yet voted, please support us by voting all proxy cards received by mail, telephone, text, or Internet as indicated on the proxy card. If you have any questions, please call our Stock Information Center at [Stock Center Phone Number], Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time.

 

Help us meet our goal by casting your vote

“FOR” approval of the plan

 

YOUR SUPPORT                               YOUR VOTE                                        OUR THANKS

www.xxx.com/xxxxx

 

 

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