CASH 2017 Proxy Statement

PROPOSAL 3: AMENDMENT TO CERTIFICATE OF INCORPORATION Consequences of Proposal 3 The newly authorized shares of Common Stock would constitute additional shares of the existing class of Common Stock and, if and when issued, will have the same rights and privileges as the shares of Common Stock currently authorized. The Common Stock is not entitled to preemptive rights. While this Proposal 3 is not intended to prevent or discourage any actual or threatened takeover of the Company, if this Proposal 3 is approved, under certain circumstances, the Charter Amendment could have anti-takeover effects. For example, in the event of a hostile attempt to acquire control of the Company, it may be possible for the Company to endeavor to impede the attempt by issuing shares of Common Stock, thereby diluting the voting power of the other outstanding shares of Common Stock and increasing the potential cost to acquire control of the Company. The proposed Charter Amendment may also have the effect of permitting the Company’s current members of management and the current members of the Board of Directors to retain their respective positions, and resist changes to the Board of Directors that stockholders may wish to make if they are dissatisfied with the performance of the Company or the Common Stock. The additional shares of Common Stock could also be issued in private placements or other transactions without stockholder approval, subject to applicable law and applicable rules and regulations of any securities exchange on which the Company’s shares of capital stock are listed, permitting the acquisition by a holder of a large number of shares of Common Stock or Preferred Stock (which may be convertible into shares of Common Stock). Accordingly, because stockholders do not have preemptive rights with respect to the Common Stock, to the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the respective percentage equity ownership of existing holders of Common Stock, if any, and depending on the price at which they are issued, could be dilutive to existing stockholders. If this proposal is adopted, the increase in the number of authorized shares of Common Stock may render more difficult or discourage a merger, tender offer or proxy contest (and thereby potentially limit the opportunity for stockholders to dispose of their shares of Common Stock at a premium to the then-current market price generally available in takeover attempts or that may be available under a merger proposal). Any such anti-takeover effects may have an adverse impact on stockholders. Effectiveness of Charter Amendment If the stockholders approve and adopt the proposed Charter Amendment contemplated by this Proposal 3, the Company will promptly file the Charter Amendment with the Delaware Secretary of State following stockholder approval, whereupon the Charter Amendment will become effective. The Board of Directors recommends a vote FOR the approval of the amendment to the Certificate of Incorporation contemplated by this Proposal 3. 46 Meta Financial Group, Inc. | 2017 Proxy Statement