CASH 2017 Proxy Statement

Notice of annual meeting of stockholders DATE: Monday, January 22, 2018 TIME: 1:00 p.m., Central Time LOCATION: MetaBank Corporate Services building 5501 South Broadband Lane Sioux Falls, South Dakota 57108 (605) 782-1767 Notice is hereby given that the Annual Meeting of Stockholders of Meta Financial Group, Inc. (the “Company”) will be held at our main office located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108, on Monday, January 22, 2018, at 1:00 p.m., local time. At the Annual Meeting, stockholders will be asked to: • Elect two (2) directors, each for a term of three (3) years; • Approve, by a non-binding advisory vote, the compensation of our “named executive officers” (a “Say-on-Pay” vote); • Approve an amendment to Article Fourth of the Company’s Certificate of Incorporation which would increase the total number of authorized shares of common stock, par value $0.01 per share, of the Company to 30 million shares from 15 million shares; • Approve the amendment to the Amended and Restated Meta Financial Group, Inc. 2002 Omnibus Incentive Plan (the “2002 Plan”) to increase the aggregate number of shares that may be issued pursuant to the 2002 Plan from 1,150,000 shares to 1,600,000 shares; and • To ratify the appointment by the Board of Directors of independent registered public accounting firm KPMG LLP as the independent auditors of the Company’s financial statements for the year ending September 30, 2018. The board of directors of the Company (the “Board of Directors”) recommends that you vote “FOR” the election of each of the nominated directors, “FOR” the non-binding advisory vote to approve the compensation paid by the Company to our “named executive officers,” “FOR” the approval of the amendment to Article Fourth of the Company’s Certificate of Incorporation, “FOR” the approval of the amendment to the 2002 Plan to increase the aggregate number of shares that may be issued pursuant to the 2002 Plan, and “FOR” the ratification of the appointment by the Board of Directors of the independent registered public accounting firm KPMG LLP as the independent auditors of the Company’s financial statements for the year ending September 30, 2018. Stockholders may transact any other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. We are not aware of any other business to come before the meeting. The record date for the Annual Meeting is November 24, 2017. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Regardless of the number of shares you own, your vote is very important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Your proxy will not be used if you attend and vote at the Annual Meeting in