CASH 2017 Proxy Statement

APPENDIX A CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF META FINANCIAL GROUP, INC. META FINANCIAL GROUP, INC. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Act ”), DOES HEREBY CERTIFY THAT: 1. Section A of Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: “FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is thirty-six million (36,000,000) shares, consisting of: 1. three million (3,000,000) shares of preferred stock, par value one cent ($.01) per share (the “ Preferred Stock ”); 2. thirty million (30,000,000) shares of common stock, par value one cent ($.01) per share (the “ Common Stock ”); and 3. three million (3,000,000) shares of nonvoting common stock, par value one cent ($.01) per share (the “ Nonvoting Common Stock ”). Subject to the provisions set forth in this Certificate of Incorporation, in accordance with the provisions of Section 242(b)(2) of the Act, the number of authorized shares of any class of stock of the Corporation may be increased or decreased (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote irrespective of the class vote requirements set forth in Section 242(b)(2) of the Act.” 2. The aforementioned amendment was duly adopted by the Board of Directors of the Corporation and by the holders of a majority of the issued and outstanding shares of Common Stock of the Corporation in accordance with the provisions of Section 242 of the Act. Meta Financial Group, Inc. | 2017 Proxy Statement A-1