CASH 2018 Proxy Statement

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Audit Committee appointed Crowe LLP, an independent registered public accounting firm, as auditors of our financial statements for the year ending September 30, 2019. 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 Crowe 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 Crowe LLP, the Board will interpret this as an instruction to seek other auditors. Representatives of Crowe LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire. Representatives of our former independent registered public accounting firm, KPMG LLP, will not be present at the Annual Meeting. The Board of Directors recommends a vote FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2019 as contemplated by this Proposal 3. Change in Independent Registered Public Accounting Firm The Audit Committee conducted a competitive process to select the audit firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019. The Audit Committee invited several independent registered public accounting firms to participate in the process, including KPMG LLP, which audited the Company’s consolidated financial statements for the fiscal year ended September 30, 2018. On December 7, 2018, the Audit Committee approved the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019. On December 7, 2018, the Audit Committee approved the dismissal of KPMG LLP as the Company’s independent registered public accounting firm. In selecting Crowe LLP, the Audit Committee also considered Crowe LLP’s service as independent auditor of Crestmark and that they provided income tax compliance services to Crestmark, in each case prior to the Company acquiring Crestmark on August 1, 2018, as well as the Company’s prior experience working with Crowe LLP on the business valuation and other matters described below. The reports of KPMG LLP on the Company’s consolidated financial statements for the two fiscal years ended September 30, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were the reports on the Company’s consolidated financial statements qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal years ended September 30, 2018 and 2017 and in the subsequent interim period through December 7, 2018, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such years. In the fiscal years ended September 30, 2018 and 2017 and in the subsequent interim period through December 7, 2018, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). During the fiscal years ended September 30, 2018 and 2017, the Company consulted with Crowe LLP on the following matters: (i) valuation services in connection with purchase price allocations of two acquisitions by the Company that closed in fiscal 2017; (ii) management’s documentation of the revenue streams of Crestmark with respect to the application of Accounting Standards Update 2014-09 (Topic 606), which the Company adopted effective October 1, 2018; and (iii) certain federal and state tax return matters with respect to Crestmark. Other than the matters described above, neither the Company nor anyone acting on its behalf consulted with Crowe LLP on (i) any matters regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Crowe LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S- K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 48 Meta Financial Group, Inc. | 2018 Proxy Statement