CASH 2017 Proxy Statement

PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Audit Committee appointed KPMG LLP, an independent registered public accounting firm, as auditors of our financial statements for the year ending September 30, 2018. KPMG LLP has served as auditors for us since April 2008. The Audit Committee has determined to afford our stockholders the opportunity to express their opinions on the matter of auditors and, accordingly, is submitting to the stockholders at the Annual Meeting a proposal to ratify the Audit Committee’s appointment of KPMG LLP. If a majority of the shares present, in person or represented by proxy, and entitled to vote are not voted in favor of the ratification of the appointment of KPMG LLP, the Board will interpret this as an instruction to seek other auditors. Representatives of KPMG LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire. The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public account firm for the year ending September 30, 2018 as contemplated by this Proposal 5. INDEPENDENT AUDITOR FEES The following table presents fees billed by KPMG LLP for the audit of the Company’s annual financial statements and internal control over financial reporting for the years ended September 30, 2017 and 2016, and fees billed for other services rendered by KPMG LLP during 2017 and 2016. Fiscal Year Audit Fees ($) Audit- Related Fees ($) Tax Fees ($) All Other Fees ($) 2017 $1,001,550 $151,310 $132,925 $0 2016 651,680 308,903 95,750 0 Audit fees consist of fees for the audit of the Company’s annual financial statements and internal control over financial reporting, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements. Audit-related fees consist of fees for audits of financial statements of the employee benefit plans maintained by the Company, fees related to the Company’s registration statements, fees for professional services rendered for Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”), fees for due diligence services for a potential acquisition, and assistance with accounting research matters. Tax fees consist of fees for tax consultation and tax compliance services for the Company and the employee benefit plan maintained by the Company. The Company’s Audit Committee has considered and concluded that the provision of all non-auditing services (and the aggregate fees billed for such services) in the fiscal year ended September 30, 2017, by KPMG LLP is compatible with maintaining the independence of the independent registered public accounting firm. Pre-Approval Policy . The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. The non-audit services include audit-related, tax, and SSAE 16 services. The Audit Committee’s policy is to pre-approve all services and fees for up to one year, which approval includes the appropriate detail with regard to each particular service and its related fees. In addition, the Audit Committee can be convened on a case-by-case basis to approve any services not anticipated or services whose costs exceed the pre-approved amounts. During the last two fiscal years ended September 30, 2017, 100% of all audit and permissible non-audit services were pre-approved by the Audit Committee. 54 Meta Financial Group, Inc. | 2017 Proxy Statement