CASH 2018 Special Proxy Statement
The Rights of Crestmark Shareholders Following the Merger Will Be Different (Page 132) The rights of Meta stockholders are governed by Delaware law, Meta’s certificate of incorporation, as amended (“Meta’s certificate of incorporation”), and Meta’s amended and restated by-laws, as amended (“Meta’s by-laws”). The rights of Crestmark’s shareholders are governed by Michigan law, Crestmark’s amended and restated articles of incorporation, as amended (“Crestmark’s articles of incorporation”), and Crestmark’s by-laws. Upon our completion of the merger, the rights of both stockholder groups will be governed by Delaware law and Meta’s certificate of incorporation and Meta’s by-laws. Information About the Companies (Page 104) Meta Financial Group, Inc. 5501 South Broadband Lane Sioux Falls, South Dakota 57108 (605) 782-1767 Meta is a Delaware corporation headquartered in the Sioux Falls, South Dakota and is the holding company for MetaBank ® , a federally chartered savings bank. MetaBank operates in both the Banking and Payments industries through: MetaBank, its community banking operation; Meta Payment Systems, its electronic payments division; AFS/IBEX, its commercial insurance premium financing division; and Refund Advantage, EPS Financial and Specialty Consumer Services, its tax-related financial solutions divisions. As of December 31, 2017, Meta had $5.4 billion in total assets, $3.5 billion in total deposits and $1.5 billion in total loans. Meta common stock trades on the NASDAQ Global Select Market under the symbol “CASH.” Crestmark Bancorp, Inc. 5480 Corporate Drive, Suite 350 Troy, Michigan 48098 (225) 906-1019 Crestmark, a corporation incorporated in Michigan, is a registered bank holding company that provides working capital solutions through its wholly-owned subsidiary, Crestmark Bank. Crestmark Bank is a Michigan- chartered banking institution that specializes in the provision of commercial lending and leasing products to business customers located throughout the United States. Crestmark Bank conducts its business through its headquarters in Troy, Michigan and a network of loan production offices located in the following cities: Los Angeles, California; Boynton Beach, Florida; Baton Rouge, Louisiana; New York, New York; Franklin, Tennessee; and Toronto, Canada. Crestmark provides business-to-business working capital solutions, equipment leasing and asset-based lending services that are outside the realm of what traditional banks can offer. These services include customizable business lines of credit, machinery and equipment financing, term loans, working capital acquisition funding and expansion financing, discount factoring and traditional factoring. Crestmark customarily provides these services to customers that are not bankable under traditional lending standards, and Crestmark’s loans are based in large part on the value of and control over the borrower’s collateral. Given its specialized commercial banking focus, Crestmark currently has limited exposure to consumer banking relationships. As of December 31, 2017, Crestmark had total assets of approximately $1.2 billion, total deposits of approximately $1.0 billion, and total regulatory capital of approximately $127.5 million. Crestmark Bank’s deposits are insured by the FDIC. See “Information About the Companies” in this joint proxy statement/prospectus. 10
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