CASH 2018 Special Proxy Statement

April 27, 2018 Dear Stockholders of Meta Financial Group, Inc. and Shareholders of Crestmark Bancorp, Inc.: On January 9, 2018, Meta Financial Group, Inc. (“Meta”) and MetaBank, a federally chartered stock savings bank and a wholly-owned subsidiary of Meta (“MetaBank”), entered into an Agreement and Plan of Merger (the “merger agreement”), with Crestmark Bancorp, Inc., a Michigan corporation (“Crestmark”), and Crestmark Bank, a Michigan state-chartered bank and a wholly-owned subsidiary of Crestmark (“Crestmark Bank”). Pursuant to the merger agreement, upon the terms and subject to the conditions set forth therein, Crestmark will merge with and into Meta, with Meta as the surviving entity (the “merger”), and, immediately thereafter, pursuant to the terms of a separate merger agreement between MetaBank and Crestmark Bank, Crestmark Bank will merge with and into MetaBank, with MetaBank surviving as Meta’s wholly-owned subsidiary. At the effective time of the merger, (i) each outstanding share of common stock of Crestmark, no par value per share (“Crestmark common stock”), issued and outstanding immediately prior to the closing will automatically be converted into the right to receive 2.65 shares, subject to adjustment for stock splits, stock dividends or distributions, recapitalizations or similar transactions (the “exchange ratio”), of common stock of Meta, $0.01 par value per share (“Meta common stock”), together with cash in lieu of fractional shares (together with the shares of Meta common stock issuable to the holders of Crestmark common stock (“Crestmark shareholders”) pursuant to the merger agreement, the “stock merger consideration”) and (ii) each outstanding option to purchase Crestmark common stock (each, a “Crestmark stock option”) will be cancelled and converted into the right to receive an amount in cash equal to the product of the number of shares of Crestmark common stock underlying such Crestmark stock option, multiplied by the excess, if any, of (a) the dollar amount equal to the product of (x) the exchange ratio multiplied by (y) the average closing price per share of Meta common stock on the NASDAQ Global Select Market for the ten trading day period ending five calendar days before the closing of the merger (such product, the “per share purchase price”) over (b) the exercise price of such Crestmark stock option, less any applicable withholding taxes (together with the stock merger consideration, the “merger consideration”). Any Crestmark stock option with an exercise price that is greater than or equal to the per share purchase price will be cancelled and of no further force or effect as of the effective time of the merger, without any consideration therefor. Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the market price of Meta common stock and will not be known at the time Crestmark shareholders vote on the merger. Based on the $91.25 closing price of Meta common stock on the NASDAQ Global Select Market (“NASDAQ”) on January 9, 2018, the last full trading day before the public announcement of the merger, the per share value of the merger consideration was equal to approximately $241.81 per share of Crestmark common stock, with a proposed aggregate value of approximately $320,462,178. Based on the $113.35 closing price of Meta common stock on NASDAQ on April 19, 2018, the per share value of the merger consideration was equal to approximately $300.38, with a proposed aggregate value of approximately $399,539,393. Based on the exchange ratio and the number of shares of Crestmark common stock outstanding as of April 19, 2018, the maximum number of shares of Meta common stock estimated to be issuable at the effective time of the merger is 3,578,155. In addition, based on the number of issued and outstanding shares of Meta common stock as of April 19, 2018 and Crestmark common stock as of April 19, 2018, and based on the exchange ratio, holders of shares of Crestmark common stock as of immediately prior to the closing of the merger will hold, in the aggregate, approximately 25% of the issued and outstanding shares of Meta common stock immediately following the effectiveness of the merger. We urge you to obtain a current market quotation for Meta (trading symbol “CASH”). Meta will hold a special meeting of its stockholders (the “Meta special meeting”) in connection with the merger. At the Meta special meeting, the holders of Meta common stock (the “Meta stockholders”) will be asked to vote to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of Meta common stock in connection with the merger (the “Meta merger proposal”), and approve an amendment to Meta’s certificate of incorporation to increase the number of authorized shares of Meta common stock to 90 million from 30 million shares (the “charter amendment proposal”) for the purpose of affecting a three-for-one forward split of issued and outstanding shares of Meta common stock through a stock dividend (the “stock split”), in each case, as described in the accompanying joint proxy statement/prospectus. The discussion above, and, unless the context otherwise requires, the information throughout the accompanying joint proxy statement/prospectus, does not give effect to the stock split. If Meta stockholders approve the charter amendment proposal and the stock split is implemented prior to the consummation of the merger, the exchange ratio pursuant to the merger agreement would be adjusted such that, upon the closing of the merger, Crestmark stockholders would receive 7.95 shares of Meta common stock for each share of Crestmark common stock held by them.

RkJQdWJsaXNoZXIy NTIzOTM0