CASH 2018 Proxy Statement

• The Compensation Committee Chair, Mr. Haahr and other executives met with 21 shareholders representing 54% of the Company’s voting securities in meetings held from June to August 2018. • At these meetings, Fred Moore (Compensation Committee Chair), Tyler Haahr (Chairman and CEO) and other executives discussed recent developments, including the 2018 say-on-pay vote result. The Company received input from shareholders and, as in previous years, shareholders expressed continued support for the overall design of the Company's compensation program. However, given the relatively low say-on-pay vote result, the Company requested specific feedback on changes that would further improve its program design, and engaged an independent compensation consultant for advice on program changes. After considering shareholder and consultant feedback, the Compensation Committee made the following changes to the executive compensation program: What We Heard What We Did Peer group should closely reflect the Company’s multi-dimensional business model Included more financial technology and consumer finance companies in the 2018 peer group to reflect that the Company provides a significant amount of non-traditional banking services Short-term rewards should be balanced with a focus on long-term outlook Confirmed focus on long-term gains through equity incentive awards with one-year performance goals that vest over an additional two-year period Total shareholder return ("TSR") is an important performance measure Provided an award to the CEO, equal to 20% of the CEO's equity incentive pay in 2018, that reflects relative TSR performance; for 2019, will be increased to 30% of total incentives (cash and equity) Performance measures other than TSR are important Affirmed continued appropriateness of metrics other than TSR in annual cash and equity incentive plan within existing scorecard approach; for 2019, will increase TSR portion and simplify metrics to focus on budgeted net income Incentive plans should have more upside leverage to reinforce superior outcomes with correspondingly higher payouts For 2019, modified incentive plan to incorporate higher level of pay (up to 200% of target) for higher levels of performance relative to peers More clarity and transparency should be provided for the Company’s operations and pay program Enhanced proxy disclosure and increased transparency around incentive-based pay Greater transparency around executive stock ownership guidelines and levels should be provided Increased disclosure of executive stock ownership guidelines to demonstrate alignment with shareholder interests; ownership guidelines have recently been extended to all NEOs. For a discussion of the stock ownership guidelines, please see the previous sub-section titled “Stock Ownership Guidelines” in the “Corporate Governance” section of this proxy statement. Pay and Governance Policies and Practices The Compensation Committee has adopted the following pay and governance policies and practices that align with the Company's approach to executive compensation: EXECUTIVE COMPENSATION Meta Financial Group, Inc. | 2018 Proxy Statement 23